Celebrating our 30th Anniversary

Transcription

1 LIMITED PUBLICATION GES International Limited Company Registration No.: R Celebrating our 30th Anniversary This year, GES celebrates a key milestone its 30th anniversary. Since it started on 15 March 1975 as a PC maker, the Group has grown leaps and bounds to become a major Original Design and Manufacturer of Point of Sales Systems (POS) and Industrial Products. Summary Financial Report Tuesday September 27, 2005 w w w.ges.com.sg GES move to ODM a success. Four years ago, GES decided to move into Original Design and Manufacturing (ODM). As a result, the Group is now seeing the results of this strategy GES is now a major ODM producer with the world s major Point-Of-Sale brands as our key clients. The drive towards design and manufacturing has enabled the Group grow its revenue and improve its margins significantly. GES posts 29% profit rise. This year, GES posted 29 per cent rise in profits to a record of $45.3m. Its revenue grew 15 per cent to $624.3m while earnings per share increased to 6.2 Singapore cents from the previous year s 4.9 Singapore cents. Significantly, our ODM-Industrial Products segment jumped by 76 per cent while ODM-POS segment went up by 21 per cent. These achievements were a result of a deliberately focused strategy to expand our stronghold in the POS market and also to develop new growth areas by driving our Research & Development (R&D) strategy into other industrial product segments. GES has since charted growth in each of the last 12 quarters, since we first embarked on our strategy. Mr Yeong, on the Group s focus on becoming a significant ODM player. S$m17.4 S$m25.6 S$m35.2 S$m Profit Attributable to Members of the Company

2 Financial Year Ended 30th June 2005 Being One of the 300 Best Small Companies by Forbes Global, October 2000 Turnover: $624.3m + 15% Profit After Tax: $45.3m + 29% GES is a diversified electronics company that excels in everything it does. In each of the last 12 quarters, GES has consistently reported growth in revenue and profit. A son of working-class Chinese immigrants, Goh Lik Tuan opened a small electronics shop 30 years ago and went on to build GES. Think beyond success, and back up your words with action. EXECUTIVE CHAIRMAN: GOH LIK TUAN SINGAPORE

3 CONTENTS CORPORATE DATA 1 Corporate Data 1 Chairman s Statement 2 Directors Report 4 Auditors Report to the members of GES International Limited 10 Balance Sheets 11 Consolidated Profit and Loss Account 12 Statements of Changes in Equity 13 Consolidated Statement of Cash Flows 14 Notes to the Summary Financial Statements 15 Shareholders Information 18 Notice of Annual General Meeting 19 Notice of Books Closure 20 Proxy Form 21 Request Form 23 GES International Limited Company Registration No.: R (Incorporated in the Republic of Singapore) BOARD OF DIRECTORS Goh Lik Tuan Daniel Yeong Bou Wai Tan Geh Steven Lim Kok Hoong Low Seow Juan Lee Boon How AUDIT COMMITTEE Steven Lim Kok Hoong Chairman Low Seow Juan Lee Boon How NOMINATING COMMITTEE Lee Boon How Chairman Steven Lim Kok Hoong Low Seow Juan REMUNERATION COMMITTEE Low Seow Juan Chairman Goh Lik Tuan Lee Boon How SECRETARIES Lau Wee Nah Tan San-Ju Executive Chairman Managing Director Executive Director Independent Director Independent Director Independent Director REGISTERED OFFICE 28 Marsiling Lane, Singapore Tel: (65) Fax: (65) corpcomm@ges.com.sg Website: w w w.ges.com.sg SHARE REGISTRAR Lim Associates (Pte) Ltd 10 Collyer Quay #19-08, Ocean Building, Singapore Tel: (65) Fax: (65) AUDITORS Ernst & Young 10 Collyer Quay #21-01, Ocean Building, Singapore AUDIT PARTNER-IN-CHARGE Steven Phan Date of Appointment: 2005 PRINCIPAL BANKERS ABN-Amro Bank N.V. BNP PARIBAS, Singapore Branch Citibank, N.A. DBS Bank Ltd Deutsche Bank AG, Singapore Branch Malayan Banking Berhad Oversea Chinese Banking Corporation Limited United Overseas Bank Limited UFJ Bank Limited, Singapore Branch STOCK EXCHANGE LISTING The company s shares are quoted on: Singapore Exchange Securities Trading Limited

4 2 CHAIRMAN S STATEMENT This year, GES celebrates two milestones its 30th anniversary and a record in profits. The Group achieved record profit of $45.3m, marking its successful transformation into a major Original Design and Manufacturer (ODM) of Point of Sales Systems (POS) and Industrial Products, which resulted from the implementation of its strategy, put in place four years ago. GES has since charted growth in each of the last 12 quarters and we now have the world s major POS brands as our key clients. The drive towards design and manufacturing has helped the Group grow its revenue beyond the ODM-POS segment to include the ODM- Industrial Product Segment, and improve its margins. PERFORMANCE REVIEW I am pleased to report that the Group s revenue grew 15 per cent to $624.3m, and profit after tax jumped 29 per cent to a record $45.3m. Earnings per share increased to 6.2 Singapore cents from the previous year s 4.9 Singapore cents. Significantly, our ODM-Industrial Products grew by 76 per cent while ODM-POS went up by 21 per cent. These results were achieved through a deliberately focused strategy to expand our stronghold in the POS market and also to develop new growth areas by channeling our Research & Development (R&D) strategy into other industrial product segments. Our customers have also affirmed our success by rewarding us with their awards and accolades. For example, our Group received The Supplier of the Year Award from NCR over the past three years, and similar awards from Micros and IBM over the years. We believe that these awards testified to our strong research, development, design and engineering competencies, and our high quality and flexible manufacturing services. Our strategy to secure new Original Equipment Manufacturing (OEM) customers is also bearing fruit. The Group saw its OEM division grow 9 per cent in the 4th quarter, after recording declines in the previous two financial quarters. These new OEM customers offer the Group realistic opportunities to be converted into ODM in the near future. We remain committed to improving our working capital cycle and have made significant progress this year. The Group generated record cash from operations of $87.1m over the past year. As a result, our cash and deposit balances increased to $87.2m compared to $30.4m in the previous year. We are pleased to be able to increase our final dividend recommendation to 2 cents per share. Including the interim dividend paid of 1.5 cents per share, our total dividend payout increased to 3.5 cents per share this year from a total 2.5 cents per share paid in respect of the previous financial year. OPERATIONAL REVIEW Our facilities in Singapore, Malaysia, China and the United States, which support our ODM- POS, ODM-Industrial Products and OEM businesses, are operating efficiently and continuing to generate economies of scale. Our Group increased the capacity at the existing Malaysian plant by buying an adjoining land and plant. With the addition of another 60,000 sq feet, the Malaysian plant now has a total of 210,000 sq feet manufacturing and assembly floor space to meet our expanding requirements. The Group expanded its operational presence to China through its Shanghai facility, which was established in March We have increased our staff strength to help support this 215,000 sq feet facility with its state-of-the-art equipment. Shanghai s revenue has also doubled. Currently the largest and most sophisticated plant in the Group s operations, the Shanghai facility also includes the Group s only offshore R&D Centre. This centre has enabled the Group to tap on a larger pool of engineers, who work closely with the Singaporeheadquartered R&D team to come up with innovative ODM solutions for our customers. Their combined strong design and engineering competencies are an invaluable asset to the Group. The Group is also building an Electromagnetic Compatibility Centre (EMC) and Electrostatic Discharge (ESD) Test Centre at its facility in Shanghai. Scheduled for completion in December 2005, the test centre will help the Group shorten its design cycle time by bringing agency testing in-house. GES four facilities at Lowell in Massachusetts, United States; Singapore, Malaysia and Shanghai, are well recognised for their high quality and flexible manufacturing services.

5 CHAIRMAN S STATEMENT (CONT D) 3 30TH ANNIVERSARY MILESTONE As we celebrate our 30th anniversary milestone this year, we can look at our past and present achievements with satisfaction. Firstly, we were adaptable and able to respond and move effectively ahead of the changes in the business environment. From our initial humble beginnings as a PC maker, we were able to transform ourselves into an ODM company. We had foreseen that the PC business environment was moving into an extremely volatile phase with unpredictable margins, and thus, we decided to exit from the market in early Secondly, we had recognised the importance of being a full service ODM provider and had sought to differentiate ourselves from other contract manufacturers. We did this by establishing ourselves as a very important player in the POS industry with a stronghold in the niche POS market with the world s leading POS brands such as IBM, NCR and Micros as our key customers. Thirdly, we were and continue to be forward looking. Although we have built a very successful and powerful niche in the POS industry, we are not resting on our laurels. We have today developed another niche in the ODM-Industrial Products market, which offers greater opportunities in terms of product range and is a far bigger market than POS. This segment grew 76 per cent in the financial year ended 30 June Through this approach, the Group has developed another important growth area, which will make greater use of our design and build expertise and help generate more revenues and profits in the future. We are grateful to our customers, partners and suppliers for their continued partnership over the years. Indeed, without your help, we would not be able to achieve what we are today and we look forward to strengthening our business partnerships in the future. We would also like to express my heartfelt appreciation to the Group s employees and management team for their commitment, passion and dedication in helping to fulfill the Group s vision and goals over the years. We are confident that with their teamwork, we can go on to greater heights. Last but not least, we are grateful to all our shareholders for their encouragement and invaluable support. We thank you for enabling us to achieve our vision and successfully implement our strategy through all the years, and continue to look forward to your continued encouragement and invaluable support. On behalf of the Board, I am pleased to recommend a final dividend payout of 2.0 Singapore cents per share for the financial year ended 30 June This is subject to confirmation by our shareholders at the forthcoming Annual General Meeting. OUTLOOK AND ACKNOWLEDGEMENTS We are looking boldly forward to the future to continue driving our business towards full turnkey Design and Manufacturing services, through our three pronged approach; capitalise on our strengths with existing ODM customers; convert and penetrate existing OEM customers to convert them into ODM customers; and close and convert close new OEM customers with a potential to be converted into ODM customers. With this strategy, we are and will continue to deliver value and exceed customer s expectations by executing better and faster, thus making it cost-effective for our customers. Indeed, the outlook for our Group is positive with new models rolling out from our stable of existing POS customers and new industrial customers in the coming year. It has been a challenging and fruitful year for the Group. On behalf of the Board, I would like to extend my sincere appreciation to the loyal support of our customers, shareholders, investors, business partners and suppliers, management and employees. GOH LIK TUAN Executive Chairman

6 4 DIRECTORS REPORT (Amounts expressed in Singapore dollars unless otherwise stated) IMPORTANT NOTE The Summary Financial Statements of the Group as set out in pages 11 to 17 does not contain sufficient information to allow for a full understanding of the results and state of affairs of the Company or of the Group. For further information, the full annual financial statements, the auditors report on those financial statements, and the directors report should be consulted. Shareholders may request a copy of the full annual report at no cost from the Share Registrars. Please use the Request Slip at the end of this Summary Financial Statement. DIRECTORS The directors of the Company in office at the date of this report are: Goh Lik Tuan Yeong Bou Wai Tan Geh Steven Lim Kok Hoong Low Seow Juan Lee Boon How (Chairman) (Managing Director) ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES OR DEBENTURES Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object is to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate, other than pursuant to the Employees Share Option Scheme. SHARE OPTIONS The GES International Limited Employees Share Option Scheme ( the Scheme ) enables selected employees of the Company and its subsidiaries including directors of the Company to subscribe for ordinary shares of $0.20 each in the capital of the Company. The size of the Scheme will not be more than 15% of the issued share capital of the Company at any time. The Scheme is administered by the Scheme s Committee, consisting of two directors and three executive employees of the Company: (i) Low Seow Juan (ii) Goh Lik Tuan (iii) Ng Won Lein (iv) Carol Tejosukmono (v) Quek Pek Chuan (Director and Chairman of the Remuneration Committee) (Director and Member of the Remuneration Committee) During the financial year, offers of options were granted to the employees pursuant to the Scheme in respect of 11,860,000 (2004 : 7,274,000) unissued shares of $0.20 each in the Company at an offer price of $0.55 (2004 : $0.56) per share as detailed below. Other information regarding the Scheme is set out below: (i) The exercise price of the option can be set at a discount to the market price not exceeding 20% of the market price at the time of grant; and (ii) The shares under option is to be exercised in whole or in part, provided that an option may be exercised in part only in respect of 1,000 shares or any multiple thereof on the payment of the exercise price. These options do not entitle the holder to participate, by virtue of the options, in any share issue of any other corporation.

7 5 DIRECTORS REPORT (CONT D) (Amounts expressed in Singapore dollars unless otherwise stated) SHARE OPTIONS (CONT D) At the end of the financial year, options to take up 38,172,120 unissued shares of $0.20 each in the Company were outstanding: Exercise period Number of options to subscribe for unissued ordinary shares of $0.20 each Balance as at Exercise 1 July 2004/ Total lapsed/ Balance as at Date of grant From To price $ later date of grant Total exercise cancelled 30 June , , , ,186, , ,334, ,296,280 1,050, ,800 1,079, ,296, ,280 2,085,000 7,200,040 2,097, ,800 4,724, ,200 83, , ,100 41,700 83, ,100 41,700 83, , , , ,422,040 2,308, , , ,201, , , , ,139, ,000 1,652, ,139, ,000 1,652,960 9,903,920 3,246,440 1,593,000 5,064, ,234,160 2,639,600 13, , ,617,080 26,560 1,590, ,617,080 26,560 1,590, ,617,080 26,560 1,590,520 8,085,400 2,639,600 92,800 5,353,000

8 6 DIRECTORS REPORT (CONT D) (Amounts expressed in Singapore dollars unless otherwise stated) SHARE OPTIONS (CONT D) Exercise period Number of options to subscribe for unissued ordinary shares of $0.20 each Balance as at Exercise 1 July 2004/ Total lapsed/ Balance as at Date of grant From To price $ later date of grant Total exercise cancelled 30 June ,770, ,000 1,360, , , , , , ,000 4,425, ,000 4,015, ,889,600 48,880 2,840, ,444,800 24,440 1,420, ,444,800 24,440 1,420, ,444,800 24,440 1,420,360 7,224, ,200 7,101, ,789, ,000 4,677, ,394,500 56,000 2,338, ,394,500 56,000 2,338, ,282,000 56,000 2,226,000 11,860, ,000 11,580,000 49,198,760 8,393,040 2,633,600 38,172,120

9 7 DIRECTORS REPORT (CONT D) (Amounts expressed in Singapore dollars unless otherwise stated) SHARE OPTIONS (CONT D) Details of the option to subscribe for ordinary shares of $0.20 each in the Company granted to the directors of the Company pursuant to the scheme are as follows: Aggregate options granted since Aggregate options Exercise price for commencement execised since Aggregate options Options granted options granted of Scheme to end commencement outstanding Director of during financial during financial of financial year of Scheme to end at end of financial the Company year under review year under review under review of financial year Options lapsed year under review Yeong Bou Wai 5,000, ,336,000 2,224,000 6,112,000 Tan Geh 2,500, ,000 2,100,000 Steven Lim Kok Hoong 150, , ,000 Lee Boon How 150, , ,000 Low Seow Juan 150, , ,000 Except as disclosed above, no other directors were granted options under this Scheme. No option was granted pursuant to rule 854 of the SGX ST Listing Manual. At the end of the financial year, there were: (i) no unissued shares of the Company under option except for the options granted under the Scheme as detailed above; and (ii) no unissued shares of the subsidiaries under option.

10 8 DIRECTORS REPORT (CONT D) (Amounts expressed in Singapore dollars unless otherwise stated) DIRECTORS INTERESTS IN SHARES OR DEBENTURES The following directors, who held office at the end of the financial year, had, according to the register of directors shareholdings required to be kept under Section 164 of the Singapore Companies Act, Cap. 50, an interest in shares of the Company and related corporations, as stated below: Shareholdings in which the director Held by director is deemed to have an interest 1 July 2004/ 30 June 21 July 1 July 2004/ 30 June 21 July later date of appointment later date of appointment GES International Limited Ordinary shares of $0.20 each Goh Lik Tuan 71,616,921 71,616,921 71,616, ,501, ,501, ,501,611 Yeong Bou Wai 7,925,484 7,925,484 7,925,484 Tan Geh 400, ,000 Lee Boon How 50,000 50,000 50, ,000 77,000 77,000 Options to subscribe for ordinary shares of $0.20 each Yeong Bou Wai 1,112,000 6,112,000 6,112,000 Tan Geh 2,500,000 2,100,000 2,100,000 Steven Lim Kok Hoong 150, ,000 Lee Boon How 150, ,000 Low Seow Juan 150, ,000 No other director had an interest in any shares or debentures of the Company or related corporations either at the beginning of the financial year, date of appointment, or end of the financial year or 21 July DIRECTORS CONTRACTUAL BENEFITS Except as disclosed in the financial statements, since the end of the previous financial year, no director of the Company has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest.

11 DIRECTORS REPORT (CONT D) 9 (Amounts expressed in Singapore dollars unless otherwise stated) AUDIT COMMITTEE The Audit Committee comprises three independent non-executive directors, one of whom is also the Chairman of the Audit Committee. The members of the Audit Committee in office as at the date of this report are: AUDITORS Ernst & Young have expressed their willingness to accept re-appointment as auditors. Steven Lim Kok Hoong Low Seow Juan Lee Boon How (Chairman) The Audit Committee performs its functions in accordance with Section 201B(5) of the Singapore Companies Act, Cap 50 and the requirements of the Singapore Exchange and Code of Corporate Governance Best Practices Guides. In performing those functions, the Audit Committee reviewed the overall scope of external audits and the assistance given by the Company s officers to the auditors. The Audit Committee met with the external and internal auditors to discuss the results of their audits and their evaluation of the systems of internal accounting controls. The Audit Committee also reviewed the financial statements of the Company and the consolidated financial statements of the Group for the year ended 30 June 2005, as well as the external auditors report thereon. In addition, the Audit Committee also reviewed any interested party transaction arising in the financial year ended 30 June 2005 in accordance with Chapter 9 of the Singapore Exchange s Listing Manual and its corporate governance procedures. The Audit Committee has recommended to the Board of directors that the auditors, Ernst & Young, be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the Company. On behalf of the board of directors, Goh Lik Tuan Director Yeong Bou Wai Director Singapore 1 September 2005

12 10 AUDITORS REPORT TO THE MEMBERS OF GES INTERNATIONAL LIMITED We have examined the summary financial statements set out on pages 4 to 17. In our opinion, the summary financial statement is consistent, in all material aspects, with the full financial statements and Directors Report of GES International Limited and its subsidiaries for the financial year ended 30 June 2005 from which they were derived and complies with the requirements of Section 203A of the Companies (Amendment) Act 1995 and Regulations made thereunder. In our auditors report dated 1 September 2005, which is reproduced below, we expressed an unqualified opinion on the financial statements of GES International Limited and its subsidiaries. (b) the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act. For a better understanding of the financial position of the Company and the Group and the results of the operations of the Group for the year and of the scope of our audit, the summary financial statements should be read in conjunction with the full financial statements from which the summarised financial statement was derived and our audit report thereon. We have audited the accompanying financial statements of GES International Limited (the Company ) and its subsidiaries (the Group ) set out on pages 11 to 17 for the year ended 30 June These financial statements are the responsibility of the Company s directors. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, (a) the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the Act ) and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2005 and the results of the Group, changes in equity of the Group and of the Company and cash flows of the Group for the financial year ended on that date; and ERNST & YOUNG Certified Public Accountants Singapore 1 September 2005

13 11 BALANCE SHEETS as at 30 June 2005 (Amounts expressed in Singapore dollars) Group Company $ 000 $ 000 $ 000 $ 000 Group Company $ 000 $ 000 $ 000 $ 000 Non-current assets Property, plant and equipment 69,798 70,576 Interest in subsidiaries 174, ,330 Interest in joint venture company 2,587 Other investments 479 3, Goodwill 11,752 11,752 Deferred tax assets Current assets Stocks 92, ,794 Trade debtors 112, ,252 Other debtors, deposits and prepayments 4,393 7, Other investments 5,057 5,057 Due from subsidiaries (non-trade) 3,202 18,287 Fixed deposits 42,695 15,456 Cash and bank balances 44,456 14, , ,995 3,679 18,958 Non-current liabilities Deferred tax liabilities Finance lease liabilities 593 1,450 (797) (1,657) Net assets 260, , , ,655 Equity Share capital 146, , , ,319 Share premium 5,091 3,919 5,091 3,919 Accumulated profits 112,917 89,516 3,144 2,417 Translation reserve (4,496) (885) 260, , , ,655 Minority interests Equity and minority interests 260, , , ,655 Current liabilities Trade creditors 78,773 90, Other creditors and accruals 29,539 27, Due to related parties (non-trade) 1,467 Due to subsidiaries (non-trade) 22,015 Provision for taxation 3,862 3, Short-term bank loans, unsecured 13,448 13,033 Finance lease liabilities, current 676 1, , ,166 22, Net current assets 175, ,829 (18,998 ) 18,314

14 12 CONSOLIDATED PROFIT AND LOSS ACCOUNT for the year ended 30 June 2005 (Amounts expressed in Singapore dollars) $ 000 $ 000 Turnover 624, ,825 Cost of sales (534,534 ) (465,320 ) Gross profit 89,777 76,505 Other income Distribution and selling expenses 10,498 7,457 Administrative and other operating expenses 29,886 27,700 Operating expenses (40,384 ) (35,157 ) Profit from operations 49,765 42,021 Finance income/(expenses), net 851 (639 ) Profit from operations before share of results of joint venture 50,616 41,382 Share of results of joint venture company (3 ) Profit before taxation 50,613 41,382 Taxation (5,287 ) (6,141 ) Profit after taxation 45,326 35,241 Minority interests 1 1 Net profit attributable to shareholders 45,327 35,242 Earnings per share cents cents Basic Diluted

15 13 STATEMENTS OF CHANGES IN EQUITY for the year ended 30 June 2005 (Amounts expressed in Singapore dollars) Share Share Accumulated Translation Group capital premium profits reserve Total $ 000 $ 000 $ 000 $ 000 $ 000 Balance at 1 July ,800 1,915 68,713 (974 ) 212,454 Net profit attributable to shareholders 35,242 35,242 Dividends (14,439) (14,439) Issue of ordinary shares 2,519 2,519 Premium on issuance of ordinary shares 2,004 2,004 Translation adjustment Balance at 1 July ,319 3,919 89,516 (885 ) 237,869 Net profit attributable to shareholders 45,327 45,327 Dividends (21,926) (21,926) Issue of ordinary shares 1,679 1,679 Premium on issuance of ordinary shares 1,172 1,172 Translation adjustment (3,611 ) (3,611) Balance at 30 June ,998 5, ,917 (4,496 ) 260,510 Share Share Accumulated Company capital premium profits Total $ 000 $ 000 $ 000 $ 000 Balance at 1 July ,800 1,915 1, ,897 Net profit attributable to shareholders 15,674 15,674 Issue of ordinary shares 2,519 2,519 Premium on issuance of ordinary shares 2,004 2,004 Dividends (14,439 ) (14,439) Balance at 1 July ,319 3,919 2, ,655 Net profit attributable to shareholders 22,653 22,653 Issue of ordinary shares 1,679 1,679 Premium on issuance of ordinary shares 1,172 1,172 Dividends (21,926 ) (21,926) Balance at 30 June ,998 5,091 3, ,233

16 14 CONSOLIDATED STATEMENT OF CASH FLOWS for the year ended 30 June 2005 (Amounts expressed in Singapore dollars) Note $ 000 $ 000 Cash flows from operating activities Receipts from customers 697, ,741 Payments to suppliers and employees (605,640) (528,247) Interest paid (584) (989) Income tax refund 452 Income tax paid (5,333) (3,571) Interest received 1, Net cash generated from operating activities 87,133 17,356 Cash flows from investing activities Purchase of property, plant and equipment A (10,857) (10,439) Proceeds from sale of property, plant and equipment Purchase of equity shares in other investments (2,734) Payment to minority shareholders (64) Proceeds from minority shareholders 64 Disposal of subsidiary (4) Net cash used in investing activities (10,448 ) (13,018 ) Cash flows from financing activities Proceeds from issue of shares 2,851 4,524 Proceeds from borrowings 13,448 9,336 Repayment of borrowings (13,033) (22,427) Payment of dividends (21,926) (14,439) Repayment of finance lease obligations (1,269) (1,393) Proceeds from finance lease obligations 100 Net cash used in financing activities (19,929 ) (24,299 ) Net increase/(decrease) in cash and cash equivalents 56,756 (19,961 ) Cash and cash equivalents at beginning of financial year 30,395 50,356 Cash and cash equivalents at end of financial year 87,151 30,395 A. Payments for property, plant and equipment During the financial year, the Group acquired property, plant and equipment with an aggregate cost of approximately $10,857,000 (2004 : $10,439,000) of which $ nil (2004 : $100,000) were acquired under finance leases. Cash payments of approximately $10,857,000 (2004 : $10,339,000) were made to purchase the property, plant and equipment.

17 15 NOTES TO THE SUMMARY FINANCIAL STATEMENTS 30 June 2005 (Amounts in Singapore dollars) MATERIAL CHANGE IN ACCOUNTING POLICIES The Group adopted FRS 103, Business Combinations, together with revised FRS 36, Impairment of Assets and revised FRS 38, Intangible Assets, which became effective from financial year beginning 1 July FRS 103 applies to accounting for business combinations from financial year beginning on or after 1 July The effect of the adoption of FRS 103 is that upon acquisition of subsidiaries or business undertakings, the Group will include items like intangible assets and contingent liabilities as part of the identifiable assets and liabilities acquired, at their fair values as at the acquisition date. Additionally, the adoption of FRS 103 and 38 has resulted in the Group ceasing annual amortisation and to test for impairment annually (unless an event occurs during the financial year which requires the goodwill to be tested more frequently) from 1 July The transitional provisions for FRS 103 have required the Group to eliminate the carrying amount of the accumulated amortisation by $4,893,000 with a corresponding entry to goodwill. These standards are applied on a prospective basis effective from 1 July 2004 and accordingly do not affect the Group s financial statements for the previous financial year ended 30 June DIVIDENDS Group and Company $ 000 $ 000 Final tax exempt dividend paid in respect of the previous financial year of 7.5 % ($0.015) per ordinary share [2004 : 5% ($0.010)] 10,945 7,219 Interim tax exempt dividend paid in respect of the financial year of 7.5 % ($0.015) per ordinary share [2004 : 5% ($0.010)] 10,981 7,220 21,926 14,439 Final tax exempt dividend proposed in respect of the financial year of 10% ($0.02) per ordinary share [2004 : 7.5% ($0.015)] 14,700 10,899 RELATED PARTY DISCLOSURES During the financial year, the Group did not enter into transactions with related parties. Group $ 000 $ 000 Sales to related parties 761 Services from related parties 1,568 Purchases from related parties 785 Rental income from related parties 198

18 16 NOTES TO THE SUMMARY FINANCIAL STATEMENTS (CONT D) 30 June 2005 (Amounts in Singapore dollars) SEGMENT INFORMATION (a) Geographical segments The Group operates in four principal geographical locations, namely Singapore, Malaysia, Asia (including China but excluding Singapore and Malaysia) and USA. The information presented below is based on the geographical location in which the assets are located in. Asia (including China excluding Singapore Singapore Malaysia and Malaysia) USA Eliminations Group $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 External sales 431, , , ,948 3, ,682 33, , ,825 Intersegment sales 7,486 8,601 12,913 16,314 18,161 12,091 (38,560) (37,006) Investment income 23,639 16,500 (23,639) (16,500) Total revenue 462, , , ,262 21,590 12,370 37,682 33,001 (62,199) (53,506) 624, ,825 Segment results 33,235 27,515 15,858 14,432 (1,329) (1,736) 2,001 1,810 49,765 42,021 Unallocated corporate expenses Profit from operations 49,765 42,021 Finance income/(expenses), net 851 (639) Share of results of joint venture company (3) Taxation (5,287) (6,141) Profit after taxation 45,326 35,241 Minority interests 1 1 Profit from ordinary activities 45,327 35,242 Segment assets 251, ,044 77,128 72,085 31,053 30,677 26,802 24, , ,033 Unallocated assets Total assets 387, ,790 Segment liabilities 74,783 89,090 25,744 23,198 18,435 17,746 4,067 5, , ,085 Unallocated liabilities 4,066 3,738 Total liabilities 127, ,823 Capital expenditure 4,148 1,500 5, , ,857 10,439 Depreciation 4,472 4,859 1,927 1,815 1, ,530 1,769 9,243 9,116 Amortisation of goodwill Other non cash expenses 6,033 2, ,465 3,144

19 17 NOTES TO THE SUMMARY FINANCIAL STATEMENTS (CONT D) 30 June 2005 (Amounts in Singapore dollars) SEGMENT INFORMATION (CONT D) (b) Business segments The Group has classified its business activities into the following segments: Manufacturing and sales of Original Design and Manufacture Products Point of Sales Systems (POS); Manufacturing and sales of Original Design and Manufacture Products Industrial Products; and Manufacturing and sales of Original Equipment and Manufacture Products The directors are of the opinion that, aside from turnover which can be distinguished among the three business segments, there is no reasonable basis for the allocation of assets and capital expenditure by the three business segments. Turnover $ 000 $ 000 Original Design and Manufacture Products POS 420, ,766 Original Design and Manufacture Products Industrial Products 72,159 41,072 Original Equipment and Manufacture Products 132, , , ,825

20 18 SHAREHOLDERS INFORMATION as at 5 September 2005 Authorised share capital : S$300,000, Issued and fully paid-up capital : S$147,388, Class of shares : Ordinary share of $0.20 each Voting rights : One vote per ordinary share DISTRIBUTION OF SHAREHOLDINGS Size of Shareholdings No. of Shareholders % No. of Shares % , ,000 10,000 12, ,058, ,001 1,000,000 3, ,915, ,000,001 and above ,804, Total 16, ,927, TWENTY LARGEST SHAREHOLDERS No. Name No. of Shares % 1 Raffles Nominees Pte Ltd 129,262, Citibank Nominees Singapore Pte Ltd 103,641, DBS Nominees Pte Ltd 88,152, HSBC (Singapore) Nominees Pte Ltd 82,377, Merrill Lynch (Singapore) Pte Ltd 38,885, Liew Kim Choo 26,354, Goh Lik Tuan 23,616, United Overseas Bank Nominees Pte Ltd 15,738, Morgan Stanley Asia (Singapore) Securities Pte Ltd 12,331, Yeong Bou Wai 7,925, ICBC (Singapore) Nominees Ltd 6,752, OCBC Nominees Singapore Private Ltd 5,423, CIMB-GK Securities Pte. Ltd. 4,294, UOB Kay Hian Pte Ltd 3,241, DB Nominees (S) Pte Ltd 3,168, OCBC Securities Private Ltd 2,981, Singapore Nominees Pte Ltd 2,359, Phillip Securities Pte Ltd 2,007, Hong Leong Finance Nominees Pte Ltd 1,822, Richard John Colless 1,800, Total 562,135, SUBSTANTIAL SHAREHOLDERS (As recorded in the Register of Substantial Shareholders) Direct Interest % Deemed Interest % Goh Lik Tuan 71,616, ,501, Liew Kim Choo 82,354, ,763, The Capital Group of Companies, Inc. 36,968, Nil Nil PUBLIC FLOAT Rule 723 of the Listing manual of the Singapore Exchange Securities Trading Limited requires that at least 10% of the equity securities (excluding preference shares and convertible equity securities) of a listed company in a class that is listed is at all times held by the public. The Company has complied with this requirement. As at 5 September 2005, approximately 70% of its Shares listed on the Singapore Exchange Securities Trading Limited were held in the hands of the public. Notes: 1. Mr Goh Lik Tuan is deemed to have an interest in the shares held by Mdm Liew Kim Choo and vice versa. Mdm Liew Kim Choo is the spouse of Mr Goh Lik Tuan. 2. Both Mr Goh Lik Tuan and Mdm Liew Kim Choo are deemed to have an interest in the shares held by Andatino Investments Pte Ltd ( AIPL ) and Alxia Pte Ltd ( APL ) by virtue of their shareholdings of more than 20% in AIPL and APL.

21 19 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Eighteenth Annual General Meeting of GES International Limited ( the Company ) will be held at Casuarina Suite B, Raffles Hotel, 1 Beach Road, Singapore on Thursday, 27 October 2005 at 3.00 p.m. for the following purposes: AS ORDINARY BUSINESS 1. To receive and adopt the Directors Report and the Audited Accounts of the Company for the year ended 30 June 2005 together with the Auditors Report thereon. 2. To declare a final tax-exempt dividend of 2.0 Singapore cents per ordinary share for the year ended 30 June (2004: 1.5 Singapore cent) 3. To re-elect Mr Tan Geh, a Director retiring pursuant to Article 104 of the Company s Articles of Association. 4. To approve the payment of Directors fees of S$283,750 for the year ended 30 June (2004: S$290,000) 5. To re-appoint Ernst & Young as the Company s Auditors and to authorise the Directors to fix their remuneration. 6. To transact any other ordinary business which may properly be transacted at an Annual General Meeting. AS SPECIAL BUSINESS To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications: 7. Authority to allot and issue shares up to 50 per centum (50%) of issued share capital That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Directors be empowered to allot and issue shares in the capital of the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be allotted and issued pursuant to this Resolution shall (Resolution 1) (Resolution 2) (Resolution 3) (Resolution 4) (Resolution 5) not exceed fifty per centum (50%) of the issued share capital of the Company at the time of the passing of this Resolution, of which the aggregate number of shares to be issued other than on a pro rata basis to all shareholders of the Company shall not exceed twenty per centum (20%) of the issued capital of the Company and that such authority shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the Company s 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 earlier. [See Explanatory Note (i)] 8. Authority to allot and issue shares under the GES International Limited Employees Share Option Scheme That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be authorised and empowered to allot and issue shares in the capital of the Company to all the holders of options granted by the Company, whether granted during the subsistence of this authority or otherwise, under the GES International Limited Employees Share Option Scheme ( the Scheme ) upon the exercise of such options and in accordance with the terms and conditions of the Scheme, provided always that the aggregate number of additional ordinary shares to be allotted and issued pursuant to the Scheme shall not exceed fifteen per centum (15%) of the issued share capital of the Company from time to time and such authority shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is earlier. [See Explanatory Note (ii)] By Order of the Board Lau Wee Nah/Tan San-Ju Company Secretaries Singapore, 27 September 2005 (Resolution 6) (Resolution 7)

22 20 NOTICE OF ANNUAL GENERAL MEETING (CONT D) NOTICE OF BOOKS CLOSURE Explanatory Notes: (i) The Ordinary Resolution 6 proposed in item 7 above, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, or the date by which the next Annual General Meeting is required by law to be held or when varied or revoked by the Company in general meeting, whichever is the earlier, to allot and issue shares in the Company. The number of shares that the Directors may allot and issue under this Resolution would not exceed fifty per centum (50%) of the issued capital of the Company at the time of the passing of this Resolution. For issue of shares other than on a pro rata basis to all shareholders, the aggregate number of shares to be issued shall not exceed twenty per centum (20%) of the issued capital of the Company. For the purpose of this resolution, the percentage of issued capital is based on the Company s issued share capital at the time this proposed Ordinary Resolution is passed after adjusting for new shares arising from the exercise of employee share options or the vesting of share awards outstanding or subsisting at the time when this proposed Ordinary Resolution is passed and subsequent consolidation or subdivision of shares. NOTICE IS ALSO HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed from 11 November 2005 to 12 November 2005 (both dates inclusive) for the purpose of determining shareholders entitlements to the dividend which will be proposed at the Eighteenth Annual General Meeting of the Company to be held on 27 October Duly completed registrable transfers in respect of the shares in the Company received by the Company s Share Registrar in Singapore, LIM ASSOCIATES (PTE) LTD at 10 Collyer Quay #19-08, Ocean Building, Singapore up to the close of business at 5.00 p.m. on 10 November 2005, will be registered to determine shareholders entitlements to the proposed dividend. Subject to the approval of the shareholders at the Eighteenth Annual General Meeting, the proposed final tax-exempt dividend will be paid on 21 November In respect of shares in securities accounts with The Central Depository (Pte) Limited ( CDP ), the said dividend will be paid by the Company to CDP which will in turn distribute the dividend entitlements to holders of shares in accordance with its practice. (ii) The Ordinary Resolution 7 proposed in item 8 above, if passed, will empower the Directors of the Company, from the date of the above Meeting until the next Annual General Meeting, or the date by which the next Annual General Meeting is required by law to be held or when varied or revoked by the Company in general meeting, whichever is the earlier, to allot and issue shares in the Company of up to a number not exceeding in total fifteen per centum (15%) of the issued share capital of the Company from time to time pursuant to the exercise of the options under the Scheme. Notes: 1. A Member entitled to attend and vote at the Annual General Meeting (the Meeting ) is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a Member of the Company. 2. If the appointer is a corporation, the instrument appointing the proxy must be executed under seal or the hand of its duly appointed officer or attorney. 3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 28 Marsiling Lane, Singapore not less than 48 hours before the time fixed for holding the Meeting.

23 GES International Limited Company Registration No.: R (Incorporated In The Republic of Singapore) P R OX Y F O R M I/We, of being a member/members of GES INTERNATIONAL LIMITED (the Company ), hereby appoint of or failing him/her, of IMPORTANT 1. For investors who have used their CPF monies to buy GES International Limited shares, the Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely for information only. 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. 21 or failing him/her, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Eighteenth Annual General Meeting (the Meeting ) of the Company to be held on Thursday, 27 October 2005 at 3.00 p.m. and at any adjournment thereof. The proxy is to vote on the business before the meeting as indicated below. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion, as he/she will on any other matter arising at the Meeting: No. Resolutions relating to: For Against 1 Directors Report and Accounts for the year ended 30 June Payment of proposed final tax-exempt dividend 3 Re-election of Mr Tan Geh as a Director 4 Approval of Directors fees amounting to S$283,750 5 Re-appointment of Ernst & Young as Auditors 6 Authority to allot and issue new shares 7 Authority to allot and issue shares under the GES International Limited Employees Share Option Scheme (Please indicate with a cross [X] in the space provided whether you wish your vote to be cast for or against the Resolutions as set out in the Notice of the Meeting.) Dated this day of 2005 Total number of Shares in: (a) CDP Register (b) Register of Members No. of Shares Signature of Shareholder(s) or, Common Seal of Corporate Shareholder

24 22 NOTICE OF BOOKS CLOSURE Notes: General: 1. Please insert the total number of GES International Limited shares ( Shares ) held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of members whose Shares are entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if such member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company. 2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote instead of him/her. A proxy need not be a member of the Company. 3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy. If no such proportion or number is specified, the first named proxy may be treated as representing 100% of the shareholding and any second named proxy as an alternate to the first named. 4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 28 Marsiling Lane, Singapore not less than 48 hours before the time appointed for the Annual General Meeting. 5. This proxy form must be signed by the appointer personally or by his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. 6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.