Adampak Prospectus (Clean)

B USINESS O VERVIEW
ADAMPAK LIMITED
We are principally involved in the manufacture of pressure-sensitive labels, seals and other
die-cut components mainly for the following industries:
Electronics, which accounted for approximately 90% of our revenue in FY2003
Pharmaceutical/medical equipment and supplies, and chemical
We have an extensive customer base which includes MNCs known generally for their stringent
PROSPECTUS DATED 20 SEPTEMBER 2004 quality requirements. Our major customers include Seagate, HP, Western Digital and Maxtor
(Registered with the Monetary Authority of Singapore on 20 September 2004)
Our products include the following:
This document is important. If you are in any doubt as to the action you should take, you
should consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser.
Information labels - convey messages such as electrical hazard warnings, operating
We have applied to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for permission to deal in, instructions, product information and specifications and regulatory markings for computer
and for quotation of, all the ordinary shares of $0.08 each (the “Shares”) in the capital of Adampak Limited
and peripherals, consumer electronics, pharmaceutical, industrial, commercial and other
(the “Company”) already issued and the new Shares (the “New Shares”) which are the subject of the Invitation
consumer products
(as defined herein). Such permission will be granted when our Company has been admitted to the Official List of
the SGX-ST Dealing and Automated Quotation System (“SGX-SESDAQ”). The dealing in, and quotation of, our Shares
will be in Singapore dollars. Acceptance of applications for our Shares will be conditional upon, inter alia, the issue of the Blank labels - for customers’ own printing of non-standard variable information, eg. serial numbers and shipping destinations
New Shares and permission being granted to deal in, and for quotation of, all of our existing issued Shares and the New Shares.
Monies paid in respect of any application accepted will, subject to applicable laws, be returned to you, without interest or any share Bar code labels - specially-patterned bars and spaces designed for identification purposes and read with a bar code scanning
of revenue or other benefit arising therefrom and at your own risk, if the completion of the Invitation does not occur because the said machine
permission is not granted or for any other reason, and you will not have any claim against us, the Manager, the Underwriter or the Placement
Agent. Quotations of and dealings in our Shares will be in Singapore dollars. Seals - made of aluminium or polyester facestocks used for sealing purposes mainly for hard disk drives
The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Prospectus. Other die-cut components - for industrial applications such as bonding, sealing, protection and shielding for electronics,
Admission to the Official List of the SGX-SESDAQ is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our telecommunication and other equipment
Shares or the New Shares.
We have manufacturing facilities in Singapore, the Philippines and Thailand. In addition, we have manufacturing presence in Malaysia
A copy of this Prospectus together with a copy of the Application Forms has been lodged with and registered by the Monetary Authority of Singapore and the PRC through some of our associated companies
(the “Authority”) on 23 August 2004 and 20 September 2004, respectively. The Authority assumes no responsibility for the contents of this Prospectus.
Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289 of Singapore, or any other legal or
regulatory requirements have been complied with. The Authority has not, in any way, considered the merits of our Shares
or the New Shares, as the case may be, being offered or in respect of which an invitation is made, for investment.
No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the
Authority.
C OMPETITIVE S TRENGTHS
Our ability, track record and capacity to produce quality pressure-sensitive labels,
INVESTING IN OUR SHARES INVOLVES RISKS WHICH ARE DESCRIBED UNDER “RISK FACTORS” BEGINNING ON PAGE 29 OF THIS PROSPECTUS. seals, and other die-cut components for MNCs mainly in the electronics and
pharmaceutical/medical equipment and supplies industries
Our network of manufacturing facilities in Asia, which enables us

to service our customers in a timely and cost-effective manner
Our timely response to the needs of our customers, including

investments in our technology capabilities, eg. Class 100,
Class 1,000 & Class 10,000 Cleanroom production facilities
ADAMPAK LIMITED
Registration Number 197900079M
to serve a wider section of the electronics industry
Integrated solutions provider, with our manufacturing

(Incorporated in the Republic of Singapore on 10 January 1979)
facilities serving as integrated design and production cum
logistics centres
Invitation in respect of 44,500,000 New Shares of $0.08 each as follows:-
(a) 4,500,000 Offer Shares at $0.20 for each Offer Share by way of public offer; and Cost-efficient operations, in order to continue to price our
(b) 40,000,000 Placement Shares at $0.20 for each Placement Share by way of placement, comprising:- products competitively whilst maintaining healthy margins
(i) 36,250,000 Placement Shares at $0.20 for each Placement Share; and
(ii) 3,750,000 Reserved Shares at $0.20 for each Reserved Share reserved for our Independent Directors, employees, business Our well-established customer relationships, developed
associates and those who have contributed to our success, and maintained over the past 25 years; repeat
payable in full on application. customers accounted for 65% - 73% of revenue
for FY 2001 – 2003
Manager, Underwriter and Placement Agent Experienced management team
Primary Sub-Underwriters and Primary Sub-Placement Agents

B USINESS O VERVIEW
ADAMPAK LIMITED
consumer products
Authority.


ADAMPAK LIMITED

logistics centres
for FY 2001 – 2003

Revenue by Geographical Localities of our Customers FY2003
A WARDS AND C ERTIFICATIONS Thailand Others
2%
11%
ISO 9001:2000 - Singapore, Thailand and the Philippines Singapore
First label company in Singapore to be certified ISO 9002 and ISO Malaysia 43%
14001 by the then Productivity and Standards Board (now known as 12%
Spring Singapore)
Awards and recognitions received from our customers include:
- “Ship-to-Stock” (or other similar) status Philippines

12%
- Supplier Appreciation Award
- Autonomous Quality Control Approval
- Best in Class Printed Material Supplier

PRC
- Green Partner (in respect of our environment management 20%
system)
Revenue by Geographical Localities of Our Group
FY2001 to FY2003 ($’millions)
30
25
20
15
10
2001 2002 2003
S’pore Phil Thai
F INANCIAL H IGHLIGHTS F UTURE P LANS

Setup of a manufacturing plant in Suzhou, PRC
Revenue ($’millions) Net Profit after Tax ($’millions)
Our revenue from customers in the PRC has increased significantly and constituted
20% of our revenue in FY2003
5
To tap on the increasing concentration in the PRC of OEMs/MNCs, particularly in
the electronics industry, as well as in the pharmaceutical/medical equipment and
supplies industry
4.05
40 4
Will put us in close proximity to our existing
36.2
customers and will enable us to generate more
32.3 customers
30 3 Expansion of existing markets and development of

new markets
24.5
Efforts to make more inroads into the
pharmaceutical/medical equipment and supplies,
20 2
1.75 and chemical industries
Continue to market our products to other industries

1.18 such as food and beverage, logistics and retail
10 1
Increased marketing efforts for products with
specific features such as security and radio
frequency identification used for tracking and
identification purposes
FY2001 FY2002 FY2003 FY2001 FY2002 FY2003
Expansion of capabilities and business through
acquisitions, strategic partnerships and/or joint ventures
2%
11%
Spring Singapore)

12%

PRC
system)
30
25
20
15
10
2001 2002 2003
S’pore Phil Thai

5
supplies industry
4.05
40 4
36.2
32.3 customers

new markets
24.5
20 2

10 1
FY2001 FY2002 FY2003 FY2001 FY2002 FY2003
2%
11%
Spring Singapore)

12%

PRC
system)
30
25
20
15
10
2001 2002 2003
S’pore Phil Thai

5
supplies industry
4.05
40 4
36.2
32.3 customers

new markets
24.5
20 2

10 1
FY2001 FY2002 FY2003 FY2001 FY2002 FY2003
B USINESS O VERVIEW
ADAMPAK LIMITED
consumer products
Authority.


ADAMPAK LIMITED

logistics centres
for FY 2001 – 2003

CONTENTS
Page
CORPORATE INFORMATION.............................................................................................................. 4
DEFINITIONS ........................................................................................................................................ 6
GLOSSARY OF TECHNICAL TERMS.................................................................................................. 11
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS .............................................. 13
SELLING RESTRICTIONS .................................................................................................................. 14
DETAILS OF THE INVITATION

LISTING ON THE SGX-SESDAQ .................................................................................................... 15
INDICATIVE TIMETABLE FOR LISTING.......................................................................................... 18
PLAN OF DISTRIBUTION .................................................................................................................... 20
PROSPECTUS SUMMARY .................................................................................................................. 22
EXCHANGE RATES ............................................................................................................................ 28
RISK FACTORS .................................................................................................................................... 29
ISSUE STATISTICS .............................................................................................................................. 39
DIVIDEND POLICY .............................................................................................................................. 41
USE OF PROCEEDS ............................................................................................................................ 42
SHARE CAPITAL.................................................................................................................................. 43
CAPITALISATION AND INDEBTEDNESS .......................................................................................... 46
DILUTION.............................................................................................................................................. 50
GROUP STRUCTURE .......................................................................................................................... 52
SUBSIDIARIES AND ASSOCIATED COMPANIES ............................................................................ 53
GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

HISTORY .......................................................................................................................................... 55
BUSINESS OVERVIEW .................................................................................................................. 56
PRODUCTION PROCESS .............................................................................................................. 57
STAFF TRAINING ............................................................................................................................ 58
QUALITY ASSURANCE .................................................................................................................. 59
MAJOR CUSTOMERS .................................................................................................................... 59
MAJOR SUPPLIERS........................................................................................................................ 60
CREDIT CONTROL.......................................................................................................................... 60
INVENTORY MANAGEMENT .......................................................................................................... 60
1
CONTENTS
Page
INSURANCE .................................................................................................................................... 61
SEASONALITY ................................................................................................................................ 61
MARKETING .................................................................................................................................... 61
INTELLECTUAL PROPERTY .......................................................................................................... 62
RESEARCH AND DEVELOPMENT ................................................................................................ 64
COMPETITION ................................................................................................................................ 64
COMPETITIVE STRENGTHS .......................................................................................................... 64
PROPERTIES AND FIXED ASSETS .............................................................................................. 66
PRODUCTION FACILITIES AND CAPACITY .................................................................................. 67
PROSPECTS AND FUTURE PLANS .............................................................................................. 68
GOVERNMENT REGULATIONS .................................................................................................... 70
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND

RESULTS OF OPERATIONS
OVERVIEW ...................................................................................................................................... 72
REVIEW OF RESULTS OF OPERATIONS...................................................................................... 74
REVIEW OF FINANCIAL POSITION .............................................................................................. 79
LIQUIDITY AND CAPITAL RESOURCES........................................................................................ 80
INFLATION ...................................................................................................................................... 82
FOREIGN EXCHANGE EXPOSURE .............................................................................................. 82
DIRECTORS, MANAGEMENT AND STAFF

DIRECTORS .................................................................................................................................... 84
MANAGEMENT ................................................................................................................................ 85
MANAGEMENT REPORTING STRUCTURE .................................................................................. 88
STAFF .............................................................................................................................................. 89
SERVICE AGREEMENTS................................................................................................................ 89
DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION .................................................... 90
CORPORATE GOVERNANCE ........................................................................................................ 91
BOARD PRACTICES ...................................................................................................................... 92
PRINCIPAL SHAREHOLDERS
OWNERSHIP STRUCTURE ............................................................................................................ 93
MORATORIUM ................................................................................................................................ 94
OUR GROUP STRUCTURE POST INVITATION ............................................................................ 95
2
CONTENTS
Page
INTERESTED PERSON TRANSACTIONS AND CONFLICTS OF INTERESTS

INTERESTED PERSON TRANSACTIONS .................................................................................... 96
REVIEW PROCEDURES FOR FUTURE INTERESTED PERSONS TRANSACTIONS ................ 97
CONFLICTS OF INTERESTS.......................................................................................................... 98
CLEARANCE AND SETTLEMENT ...................................................................................................... 99
GENERAL AND STATUTORY INFORMATION .................................................................................... 100
APPENDIX A – INDEPENDENT AUDITORS’ REPORT .................................................................. A-1
APPENDIX B – AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE

FINANCIAL YEARS ENDED 31 DECEMBER 2001, 2002 AND 2003 .................. B-1
APPENDIX C – DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO SHARES...... C-1
APPENDIX D – DESCRIPTION OF SINGAPORE LAW AND REGULATIONS RELATING

TO TAXATION ........................................................................................................ D-1
APPENDIX E – EXCHANGE CONTROLS ...................................................................................... E-1
APPENDIX F – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION

AND ACCEPTANCE .............................................................................................. F-1
3
CORPORATE INFORMATION
Board of Directors : Chua Cheng Song (Chief Executive Officer)

George Chua Hook Beng (Executive Director)
Anthony Tay Song Seng (Executive Director)
Goh Siang Khin (Independent Director)
Teo Kiang Kok (Independent Director)
Lee Joo Hai (Independent Director)
Company Secretaries : Tan Cher Liang (ICPAS)

Chan Shok Hing (ACIS)
Registered Office : 6 Loyang Way 4

Singapore 507605
Registrar and Share Transfer : Lim Associates (Pte) Ltd

Office 10 Collyer Quay #19-08
Ocean Building
Singapore 049315
Manager, Underwriter and : UOB Asia Limited

Placement Agent 80 Raffles Place
UOB Plaza
Singapore 048624
Primary Sub-Underwriters and : United Overseas Bank Limited

Primary Sub-Placement Agents 80 Raffles Place
UOB Plaza
Singapore 048624
UOB Kay Hian Private Limited

80 Raffles Place #30-01
UOB Plaza 1
Singapore 048624
Auditors and Independent Auditors : LTC & Associates

Certified Public Accountants
OUB Centre
Singapore 048616
Solicitors to the Invitation : Shook Lin & Bok

1 Robinson Road #18-00
AIA Tower
Singapore 048542
Solicitors to the Manager, : Venture Law LLC

Underwriter and Placement Agent 50 Raffles Place #31-01
Singapore Land Tower
Singapore 048623
4
CORPORATE INFORMATION
Legal Advisers to the Company : Natee International Law Office Limited

on Thai Law Alma Link Building, 16th Floor
25 Soi Chidlom, Ploenchit Road
Bangkok 10330
Thailand
Legal Advisers to the Company : Zaid Ibrahim & Co

on Malaysian Law Suite 31.01 Level 31
Johor Bahru City Square
106-108, Jalan Wong Ah Fook
80000 Johor Bahru
Johor Darul Takzim
Malaysia
Legal Advisers to the Company : Guyala Law Office

on Philippine Law Suite 103 CLF 1 Bldg
1167 Chino Roces Avenue
1231 Makati City, Metro Manila
Philippines
Legal Advisers to the Company : HoeYue Law Firm

on PRC Law Suite 1708-1709 North Finance Tower
5 Youyi Avenue, Tianjin 300201
China
Principal Banker : DBS Bank Ltd

6 Shenton Way
DBS Building Tower One
Singapore 068809
Receiving Banker : United Overseas Bank Limited

80 Raffles Place
UOB Plaza
Singapore 048624
5
DEFINITIONS
For the purpose of this Prospectus and the accompanying Application Forms, the following definitions
have, where appropriate, been used:-
Companies Within Our Group

“Adampak” or “Company” : Adampak Limited
“Adampak (Philippines)” : Adampak & Print (Phils.), Inc.
“Adampak Screen” : Adampak Screen Printing Pte Ltd
“Adampak (Thailand)” : Adampak (Thailand) Ltd.
“Group” : The group of companies comprising our Company and our

subsidiaries, as at the date of this Prospectus
Our Associated Companies

“Adampak (KL)” : Adampak Graphics (KL) Sdn Bhd
“Adampak (Penang)” : Adampak Graphics Sdn Bhd
“Adampak (Shanghai)” : Aident Corporation (Shanghai) Ltd
“Adampak (Tianjin)” : Adampak Graphics (Tianjin) Ltd
“AG Label” : AG Label Sdn Bhd
Other Organisations and Agencies

“Authority” : The Monetary Authority of Singapore
“CDP” : The Central Depository (Pte) Limited
“CPF” : The Central Provident Fund
“HP” : The merged corporate entities and operations of Hewlett-

Packard group of companies and Compaq group of
companies and their sub-contractors
“JTC” : Jurong Town Corporation
“Maxtor” : Maxtor Peripherals (S) Pte Ltd
“Primary Sub-Underwriters” and : UOB and UOB Kay Hian Private Limited
“Primary Sub-Placement Agents”
“PSB” : Productivity and Standards Board (now known as Spring

Singapore)
“SCCS” : Securities Clearing & Computer Services (Pte) Ltd
“Seagate” : Seagate Technology International and where appropriate, its

subsidiaries, related corporations and/or sub-contractors
“SGX-SESDAQ” : SGX-ST Dealing and Automated Quotation System
“SGX-ST” or “Singapore Exchange” : Singapore Exchange Securities Trading Limited
6
DEFINITIONS
“UOB” : United Overseas Bank Limited
“UOB Asia”, “Manager”, : UOB Asia Limited

“Underwriter” or “Placement Agent”
“Western Digital” : Western Digital (M) Sdn Bhd, Western Digital (Thailand) Co.,
Ltd and Western Digital (Bangpa-In) Co., Ltd
General
“Application Forms” : The printed application forms to be used for the purpose of
the Invitation and which form part of this Prospectus
“Application List” : The list of applications for subscription of the New Shares
“ATM” : Automated teller machines of a Participating Bank
“Audit Committee” : Our audit committee
“Bonus Issue” : The bonus issue defined in the section entitled “Share
Capital” on page 43 of this Prospectus
“Companies Act” : The Companies Act, Chapter 50 of Singapore
“Consolidation of Shares” : The consolidation of two ordinary shares of $1.00 each in the
capital of our Company as defined in the section entitled
“Share Capital” on page 43 of this Prospectus
“Controlling Shareholder” : A person who:-
(a) holds directly or indirectly 15% or more of the nominal

amount of all the voting shares in our Company; or
(b) in fact exercises control over our Company
“Directors” : The directors of our Company as at the date of this

Prospectus, unless otherwise stated
“Dividend 2003” : The dividend payment defined in the section entitled

“Dividend Policy” on page 41 of this Prospectus
“Electronic Applications” : Applications for the Offer Shares made through an ATM or
through an Internet Banking website subject to and on the
terms and conditions of this Prospectus
“EPS” : Earnings per Share
“Executive Directors” : Our Directors as at the date of this Prospectus who perform
an executive function, mainly, Messrs Chua Cheng Song,
George Chua Hook Beng and Anthony Tay Song Seng,
unless otherwise stated
“Executive Officers” : Our executive officers as at the date of this Prospectus,

unless otherwise stated
“FY” : Financial year ended/ending 31 December
7
DEFINITIONS
“Independent Directors” : The independent Directors of our Company as at the date of

this Prospectus, unless otherwise stated
“Internet Banking websites” : Internet banking websites of the relevant Participating Banks
“Invitation” : The invitation by our Company to the public to subscribe for

the New Shares at the Issue Price, subject to and on the
terms and conditions of this Prospectus
“Issue Price” : $0.20 for each New Share
“Latest Practicable Date” : The latest practicable date prior to the lodgement of this
Prospectus with the Authority, being 5 August 2004
“Listing Manual” : The SGX-ST Listing Manual
“Market Day” : A day on which the Singapore Exchange is open for trading in
securities
“MNC” : Multi-national corporation
“New Shares” : The 44,500,000 new Shares for which our Company invites
applications to subscribe for pursuant to the Invitation, subject
to and on the terms and conditions of this Prospectus
“NTA” : Net tangible assets
“OEM” : Original equipment manufacturer
“Offer” : The offer by our Company to the public in Singapore to

subscribe for the Offer Shares at the Issue Price, subject to
and on the terms and conditions of this Prospectus
“Offer Shares” : 4,500,000 of the New Shares, which are the subject of the
Offer
“Participating Banks” : United Overseas Bank Limited and its subsidiary, Far Eastern
Bank Limited (the “UOB Group”); DBS Bank Ltd (including
POSB) (“DBS”) and Oversea-Chinese Banking Corporation
Limited (“OCBC”)
“PER” : Price earnings ratio
“Placement” : The placement by the Placement Agent on behalf of our

Company of the Placement Shares for subscription at the
Issue Price, subject to and on the terms and conditions of this
Prospectus
“Placement Shares” : 40,000,000 of the New Shares (including the Reserved

Shares) which are the subject of the Placement
“Prospectus” : This prospectus dated 20 September 2004
“Reserved Shares” : 3,750,000 of the Placement Shares reserved for our

Independent Directors, employees, business associates and
those who have contributed to our success
8
DEFINITIONS
“Securities Account” : Securities account maintained by a depositor with CDP but

does not include a securities sub-account
“Service Agreements” : The service agreements entered into between our Company
and our Executive Directors, as described on pages 89 and
90 of this Prospectus
“Shareholders” : Registered holders of Shares, except where the registered

holder is CDP, the term “Shareholders” shall, in relation to
such shares mean the Depositors whose Securities Accounts
are credited with Shares
“SFA” : The Securities and Futures Act, Chapter 289 of Singapore
“Shares” : Ordinary shares of $0.08 each in the capital of our Company
“Sub-division of Shares” : The sub-division of ordinary shares of $2.00 each in the

capital of our Company as defined in the section entitled
“Share Capital” on page 43 of this Prospectus
“Substantial Shareholders” : Persons who have an interest in the Shares the nominal
amount of which is not less than five per cent. (5%) of the
nominal amount of all the voting shares of our Company
Currencies, Units of Measurement and Others

“PRC” : The People’s Republic of China
“USA” : The United States of America
“sq m” : Square metres
“%” or “per cent.” : Percentage or per centum
“JPY” or “¥” : Japanese yen
“PHP” or “Ps” : Philippine peso
“RM” : Malaysian ringgit
“RMB” : Renminbi
“SGD”, or “$” or “S$” and “cents” : Singapore dollars and cents respectively
“THB” : Thai baht
“USD” or “US$” : United States dollars
The expressions “our”, “ourselves”, “us”, “we” or other grammatical variations thereof shall, unless
otherwise stated, mean our Company, our subsidiaries, our Group or any member of our Group as the
context may require.
The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to
them, respectively, in the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders and
vice versa. References to persons shall include corporations.
9
DEFINITIONS
Any reference in this Prospectus and the Application Forms to any statute or enactment is a reference to
that statute or enactment for the time being amended or re-enacted. Any word defined in the Companies
Act, the SFA or any statutory modification thereof and used in this Prospectus and the Application Forms
shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA or statutory
modification thereof, as the case may be.
Any reference in this Prospectus or the Application Forms to Shares being allotted to an applicant
includes allotment to CDP for the account of that applicant.
Any discrepancies in the tables included herein between the total sum of amounts listed and the totals
shown are due to rounding. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Any reference to a time of day in this Prospectus and the Application Forms shall be a reference to
Singapore time, unless otherwise stated.
10
GLOSSARY OF TECHNICAL TERMS
To facilitate a better understanding of our business, the following glossary provides an explanation on
some of the technical terms and abbreviations (which should not be treated as being definitive of their
meanings) used in this Prospectus.
“anilox rollers” : Rollers either in ceramic or chrome into which ink is

squeezed and transferred onto the surface of printing plates
“Class 100 Cleanroom” : A cleanroom where there are no more than 100 particles per
cubic foot of air 0.5 microns and larger, and no particles 5.0
microns and larger
“Class 1,000 Cleanroom” : A cleanroom where there are no more than 1,000 particles
per cubic foot of air 0.5 microns and larger, and no more than
7 particles 5.0 microns and larger
“Class 10,000 Cleanroom” : A cleanroom where there are no more than 10,000 particles
per cubic foot of air 0.5 microns and larger, and no more than
70 particles 5.0 microns and larger
“facestock” : The top layer of a label which may be made of film, paper,
polyester, aluminium, foam and other suitable materials
“flexographic printing” : A similar printing process as letterpress printing except that

the ink is squeezed into the cell of anilox rollers and
transferred directly to the raised type or a plate with raised
characters
“ISO” : International Organisation for Standardisation, a world-wide

federation of national standards bodies
“ISO 9000” : Series of international standards on quality management and

quality assurance developed by the ISO Technical Committee
176 in 1987, which has been adopted by more than 30
countries, including the United Kingdom and USA, as their
national quality system standard
“ISO 9001:2000” : A constituent part of the ISO 9000 series which states the
requirement for a quality management system and covers the
following eight management principles: customer focus;
leadership; involvement of people; process approach; system
approach management; continual improvement; factual
approach to decision making; mutually beneficial supplier
relationship
“ISO 9002” : A constituent part of the ISO 9000 series which specifies
requirements for the following 19 areas: management
responsibility; quality system; contract review; document and
data control; purchasing; control of customer-supplied
product; product identification and traceability; process
control; inspection and testing; control of inspection;
measuring and test equipment; inspection and test status;
control of non-conforming products; corrective and preventive
action; handling, storage, packaging, preservation and
delivery; control of quality records; internal quality audits;
training; servicing and statistical techniques
11
GLOSSARY OF TECHNICAL TERMS
“ISO 14001” : The ISO 14001 standard specifies requirements for

establishing an environmental policy, determining
environmental aspects and impacts of products/activities/
services, planning environmental objectives and measurable
targets, implementation and operation of programs to meet
objectives and targets, checking and corrective action, and
management review. Five areas are addressed as a part of
this standard: Environmental Management Systems;
Environmental Performance Evaluations; Environmental
Auditing; Life Cycle Assessment; and Environmental Labelling
“label conversion” : The process of printing and/or die-cutting of label stock into
labels which includes embossing, perforating, laminating
and/or slitting
“label stock” : Raw material for producing finished goods comprising

facestock, adhesive layer and release liner
“letter press printing” : A printing technique that transfers ink by rollers onto a plate
with raised characters which are then pressed onto the
printing surface
“pressure-sensitive” : When used in the context of labels, seals and other die-cut
components, means self-adhesive
“silk-screen printing” : A stencil method of printmaking in which a design is imposed

on a screen of silk or other fine mesh, with blank areas
coated with an impermeable substance, and ink is forced
through the mesh onto the printing surface. Labels printed by
this method are mainly used for outdoor signage and for
products which require constant physical contact by users
with the labels such as touch-pads for facsimile machines
and computer printers
“thermal transfer printing” : A printing method where computer-controlled arrays of

heating elements are used to transfer dyes or wax layers from
a ribbon to a piece of receiving paper
12
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements contained in this Prospectus, statements made in the press releases and oral statements
that may be made by us or our Directors, Executive Officers or employees acting on our behalf, that are
not statements of historical fact, constitute “forward-looking statements”. Some of these statements can
be identified by words that have a bias towards, or are, forward-looking such as “anticipate”, “believe”,
“could”, “estimate”, “expect”, “forecast”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”,
“should”, “will” and “would” or similar words. However, these words are not the exclusive means of
identifying forward-looking statements. All statements regarding our expected financial position, operating
results, business strategy, plans and prospects and future prospects of our Group’s industry are forward-
looking statements. These forward-looking statements, including statements as to our revenue and
profitability, prospects, future plans and other matters discussed in this Prospectus regarding matters that
are not historical facts, are only predictions. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual future results, performance or
achievements to be materially different from any future results, performance or achievements expected,
expressed or implied by such forward-looking statements. These factors and uncertainties that could
cause actual results, performance and achievements to differ materially include, but are not limited to,
those discussed under the sections “Risk Factors”, “Management’s Discussion and Analysis of Financial
Position and Results of Operations” and “General Information on our Company and our Group”.
These forward-looking statements are applicable only as of the date of this Prospectus.
Given the risks and uncertainties that may cause our actual future results, performance or achievements
to be materially different from that expected, expressed or implied by the forward-looking statements in
this Prospectus, undue reliance must not be placed on these statements. Our actual future results,
performance or achievements may differ materially from those anticipated in these forward looking
statements. Neither we, the Manager, the Underwriter, the Placement Agent, the Primary Sub-
Underwriters, the Primary Sub-Placement Agents nor any other person represents or warrants that our
actual future results, performance or achievements will be as discussed in those statements.
Further, our Company, the Manager, the Underwriter and the Placement Agent disclaim any
responsibility to update any of those forward-looking statements or publicly announce any revisions to
those forward-looking statements to reflect future developments, events or circumstances for any reason,
even if new information becomes available or other events occur in the future. We are, however, subject
to the provisions of the SFA and the Listing Manual regarding corporate disclosure. In particular,
pursuant to Section 241 of the SFA if, after this Prospectus is registered but before the close of the
Invitation, we become aware of (a) a false or misleading statement or matter in this Prospectus; (b) an
omission from this Prospectus of any information that should have been included in it under Section 243
of the SFA; or (c) a new circumstance that has arisen since this Prospectus was lodged with the
Authority and could have been required under Section 243 of the SFA to be included in this Prospectus,
if it had arisen before this Prospectus was lodged, and that is materially adverse from the point of view of
an investor, we may lodge a supplementary or replacement document with the Authority.
13
SELLING RESTRICTIONS
This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares in
any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any
person to whom it is unlawful to make such offer, solicitation or invitation. No action has been or will be
taken under the requirements of the legislation or regulations of, or of the legal or regulatory
requirements of, any jurisdiction, except for the lodgement and/or registration of this Prospectus in
Singapore in order to permit a public offering of the New Shares and the public distribution of this
Prospectus in Singapore. The distribution of this Prospectus and the offering of the New Shares in
certain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come
into possession of this Prospectus are required by us, the Manager, the Underwriter, the Placement
Agent, the Primary Sub-Underwriters and the Primary Sub-Placement Agents to inform themselves
about, and to observe and comply with, any such restrictions at their own expense and without liability to
us, the Manager, the Underwriter, the Placement Agent, the Primary Sub-Underwriters and the Primary
Sub-Placement Agents.
Persons to whom a copy of this Prospectus has been issued shall not circulate to any other person,
reproduce or otherwise distribute this Prospectus or any information herein for any purpose whatsoever
nor permit or cause the same to occur.
14
LISTING ON THE SGX-SESDAQ

Application has been made to the SGX-ST for permission to deal in, and for quotation of, all our Shares
already issued and the New Shares which are the subject of the Invitation. Such permission will be
granted when our Company has been admitted to the Official List of the SGX-SESDAQ. Acceptance of
applications will be conditional upon, inter alia, the issue of the New Shares and permission being
granted to deal in, and for quotation of, all the issued Shares and the New Shares. Monies paid in
respect of any application accepted will, subject to applicable laws, be returned, without interest or any
share of revenue or benefit arising therefrom and at your own risk, if completion of the Invitation does not
occur because the said permission is not granted or for any other reason and you will not have any claim
against us, the Manager, the Underwriter, the Placement Agent, the Primary Sub-Underwriters or the
Primary Sub-Placement Agents.
The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports
contained or opinions expressed in this Prospectus. Admission to the Official List of the SGX-SESDAQ
is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our
A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes
no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority
does not imply that the SFA, or any other legal or regulatory requirements, have been complied with.
The Authority has not, in any way, considered the merits of our Shares or the New Shares, as the case
may be, being offered or in respect of which an invitation is made, for investment.
We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. In
particular, if after this Prospectus is registered but before the close of the Invitation, we become aware
of:-
(a) a false or misleading statement or matter in this Prospectus;
(b) an omission from this Prospectus of any information that should have been included in it under
Section 243 of the SFA; or
(c) a new circumstance that has arisen since this Prospectus was lodged with the Authority which
would have been required by Section 243 of the SFA to be included in this Prospectus if it had
arisen before this Prospectus was lodged,
that is materially adverse from the point of view of an investor, we may lodge a supplementary or
replacement prospectus with the Authority pursuant to Section 241 of the SFA.
Under the SFA, the Authority may, in certain circumstances issue a stop order (the “stop order”) to our
Company, directing that no or no further Shares to which this Prospectus relates, be allotted, issued or
sold. Such circumstances will include a situation where this Prospectus (i) contains a statement or
matter, which in the opinion of the Authority is false or misleading, (ii) omits any information that should
be included in accordance with the SFA or (iii) does not, in the opinion of the Authority, comply with the
requirements of the SFA.
In the event that the Authority issues a stop order pursuant to Section 242 of the SFA and applications to
subscribe for the New Shares to which this Prospectus relates have been made prior to the stop order,
and:
(a) where the New Shares have not been issued to the applicants, the applications shall be deemed
to have been withdrawn and cancelled and our Company shall, within 14 days from the date of the
stop order, pay to the applicants all moneys the applicants have paid on account of their
applications for the New Shares; or
(b) where the New Shares have been issued to the applicants, the issue of the New Shares shall be
deemed to be void and our Company shall, within 14 days from the date of the stop order, pay to
the applicants all moneys paid by them for the New Shares.
15
This Prospectus has been seen and approved by our Directors and they individually and collectively
accept full responsibility for the accuracy of the information given in this Prospectus and confirm, having
made all reasonable enquiries, that to the best of their knowledge and belief, the facts contained in this
Prospectus are true and accurate and not misleading, all expressions of opinion, intention and
expectation contained in this Prospectus are fair and accurate in all material respects as at the date of
this Prospectus, and there are no material facts the omission of which would make any statement in this
Prospectus misleading.
No person has been or is authorised to give any information or to make any representation not contained
in this Prospectus in connection with the Invitation and, if given or made, such information or
representation must not be relied upon as having been authorised by us, the Manager, the Underwriter,
the Placement Agent, the Primary Sub-Underwriters or the Primary Sub-Placement Agents. Neither the
delivery of this Prospectus and the Application Forms nor the Invitation shall, under any circumstances,
constitute a continuing representation or create any suggestion or implication that there has been no
change or development likely to involve a change in our affairs, condition or prospects, or our Shares and
the New Shares or in any statements of fact or information contained in this Prospectus since the date of
this Prospectus. Where such changes occur and are material or are required to be disclosed by law, we
may make an announcement of the same to the SGX-ST and/or the Authority and will comply with the
requirements of the SFA and/or other requirements of the SGX-ST and/or the Authority, including if
required, the lodgement of an amendment to this Prospectus or a supplementary or replacement
document pursuant to Sections 240 or 241 of the SFA, as the case may be, and take immediate steps to
comply with the said sections. All applicants should take note of any such announcement and/or
document and, upon release of such an announcement and/or document, shall be deemed to have
notice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied
upon as, a promise or representation as to our future performance or policies.
Neither we, UOB Asia, the Primary Sub-Underwriters, the Primary Sub-Placement Agents nor any other
parties involved in the Invitation is making any representation to any person regarding the legality of an
investment in our Shares by such person under any investment or any other laws or regulations. No
information in this Prospectus should be considered to be business, legal, financial or tax advice. Each
prospective investor should consult his own professional or other advisers for business, legal, financial or
tax advice regarding an investment in our Shares. Investors should be aware they may be required to
bear the financial risk of an investment in our Shares for an indefinite period of time.
This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon
by any persons other than the applicants in connection with their application for the New Shares or for
any other purpose.
This Prospectus does not constitute an offer of, solicitation, or invitation to subscribe for, the
New Shares in any jurisdiction in which such offer, solicitation or invitation is unauthorised or
unlawful nor does it constitute an offer, solicitation or invitation to any person to whom it is
unlawful to make such offer, solicitation or invitation.
Copies of this Prospectus and the Application Forms and envelopes may be obtained on request, subject
to availability, during office hours from:-
UOB ASIA LIMITED

OUB Centre
Singapore 048616
and from members of the Association of Banks in Singapore, members of the SGX-ST and merchant
banks in Singapore. A copy of the Prospectus is also available on:-
(a) the SGX-ST’s website at http://www.sgx.com; and
(b) the Authority’s website at http://www.mas.gov.sg.
16
The Application List will open at 10.00 a.m. on 27 September 2004 and will remain open until
12.00 noon on the same day or for such further period or periods as our Directors, in consultation
with the Manager, may decide, subject to any limitation under all applicable laws. Where a
supplementary document or replacement document has been lodged with the Authority, the
Application List shall be kept open for at least 14 days after the lodgement of the supplementary
document or replacement document.
Where prior to the lodgement of the supplementary or replacement prospectus, applications have been
made under this Prospectus to subscribe for the New Shares and:-
(a) where the New Shares have not been issued to the applicants, our Company shall either:-
(i) within seven days from the date of lodgement of the supplementary or replacement
prospectus, give the applicants the supplementary or replacement prospectus, as the case
may be, and provide the applicants with an option to withdraw their applications; or
(ii) treat the applications as withdrawn and cancelled, in which case the applications shall be
deemed to have been withdrawn and cancelled, and our Company shall, within seven days
from the date of lodgement of the supplementary or replacement prospectus, return all
monies paid in respect of any application; or
(b) where the New Shares have been issued to the applicants, our Company shall either:-
(i) within seven days from the date of lodgement of the supplementary or replacement
prospectus, give the applicants the supplementary or replacement prospectus, as the case
may be, and provide the applicants with an option to return the New Shares, which they do
not wish to retain title in; or
(ii) treat the issue of the New Shares as void, in which case the issue shall be deemed void and
our Company shall, within seven days from the date of lodgement of the supplementary or
replacement prospectus, return all monies paid in respect of any application.
An applicant who wishes to exercise his option under paragraph (a)(i) to withdraw his application shall,
within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our
Company of this, whereupon our Company shall, within seven days from the receipt of such notification,
pay to him all monies paid by him on account of his application for those New Shares without interest or
a share of revenue or benefit arising therefrom, at the applicant’s risk.
An applicant who wishes to exercise his option under paragraph (b)(i) to return the New Shares issued to
him shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus,
notify our Company of this and return all documents, if any, purporting to be evidence of title to those
New Shares, to our Company, whereupon our Company shall, within seven days from the receipt of such
notification and documents, if any, pay to him all monies paid by him for those Shares and the issue of
those New Shares shall be deemed to be void.
Details of the procedure for application for the New Shares are set out in Appendix F to this Prospectus.
17
INDICATIVE TIMETABLE FOR LISTING

In accordance with the SGX-ST’s News Release of 28 May 1993 on the trading of initial public offering
shares on a “when issued” basis, an indicative timetable is set out below for your reference:-
Indicative date/time Event
27 September 2004, 12 noon Close of Application List
28 September 2004 Balloting of applications, if necessary (in the event of an over-

subscription for the Offer Shares)
29 September 2004, 9.00 a.m. Commence trading on a “when issued” basis
11 October 2004 Last day of trading on a “when issued” basis
12 October 2004, 9.00 a.m. Commence trading on a “ready” basis
15 October 2004 Settlement date for all trades done on a “when issued” basis and
for all trades done on a “ready” basis on 12 October 2004
The above timetable is only indicative as it assumes that the closing of the Application List is 27
September 2004, the date of admission of our Company to the Official List of the SGX-SESDAQ is 29
September 2004, the shareholding spread requirement will be complied with and the New Shares will be
issued and fully paid up prior to 29 September 2004. The actual date on which our Shares will
commence trading on a “when issued” basis will be announced when it is confirmed by the SGX-ST.
The above timetable and procedure may be subject to such modifications as the SGX-ST may in its
discretion decide, including the decision to permit trading on a “when issued” basis, and the
commencement date of such trading. All persons trading in our Shares on a “when issued” basis do so
at their own risk. In particular, persons trading in our Shares before their Securities Accounts with
CDP are credited with the relevant number of Shares do so at the risk of selling Shares which
neither they nor their nominees, if applicable, have been allotted with or are otherwise beneficially
entitled to. Such persons are also exposed to the risk of having to cover their net sell positions
earlier if “when issued” trading ends sooner than the indicative date mentioned above. Persons
who have a net sell position traded on a “when issued” basis should close their position on or
before the first day of “ready” basis trading.
The Invitation will be open from 21 September 2004 to 27 September 2004. In the event of any changes
in the closure of the Application List or the time period during which the Invitation is open, we will publicly
announce the same:-
(i) through a MASNET announcement to be posted on the Internet at the SGX-ST website
http://www.sgx.com; and
(ii) in a local English newspaper.
Investors should consult the SGX-ST’s announcement on the “ready” trading date on the Internet (at the
SGX-ST’s website http://www.sgx.com), or the newspapers, or check with their brokers on the date on
which trading on a “ready” basis will commence.
18
We will publicly announce the level of subscription for the New Shares and the basis of allocation of the
New Shares pursuant to the Invitation, as soon as it is practicable after the closure of the Application
List:-
(i) through a MASNET announcement to be posted on the Internet at the SGX-ST website
http://www.sgx.com; and
(ii) in a local English newspaper.
19
PLAN OF DISTRIBUTION
The Issue Price is determined by us, in consultation with the Manager, based on the prevailing market
conditions and estimated demand for our Shares determined through a book-building process. The Issue
Price is the same for all the New Shares and is payable in full on application.
There are no arrangements whereby the number of Shares being offered pursuant to this Invitation may
be increased by the exercise of an underwriter’s over-allotment option.
Offer Shares
The Offer Shares are made available to the members of the public in Singapore for subscription at the
Issue Price. The terms, conditions and procedures for application and acceptance are described in
Appendix F of this Prospectus.
Pursuant to the terms and conditions contained in the Management and Underwriting Agreement entered
into between our Company and UOB Asia dated 20 September 2004, we have appointed UOB Asia to
manage the Invitation and underwrite the 4,500,000 Offer Shares. UOB Asia may, at its absolute
discretion, appoint one or more sub-underwriters for the Offer Shares.
In the event of an under-subscription for the Offer Shares as at the close of the Application List, that
number of Offer Shares not subscribed for shall be made available to satisfy excess applications for the
Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of
the Application List.
In the event of an over-subscription for the Offer Shares as at the close of the Application List and/or the
Placement Shares are fully subscribed or over-subscribed as at the close of the Application List, the
successful applications for the Offer Shares will be determined by ballot or otherwise as determined by
our Directors and approved by the SGX-ST.
Placement Shares
Application for the Placement Shares may only be made by way of Application Forms. The terms,
conditions and procedures for application and acceptance are described in Appendix F of this
Prospectus.
Pursuant to the terms and conditions in the Placement Agreement entered into between our Company
and the Placement Agent dated 20 September 2004, UOB Asia has agreed to subscribe for or procure
subscriptions for the Placement Shares (including Reserved Shares) at the Issue Price. UOB Asia may,
at its absolute discretion, appoint one or more sub-placement agents for the Placement Shares.
In the event of an under-subscription for the Placement Shares as at the close of the Application List,
that number of Placement Shares not subscribed for shall be made available to satisfy excess
applications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as at
the close of the Application List.
Subscribers of the Placement Shares (excluding the Reserved Shares) may be required to pay
brokerage of 1% of the Issue Price.
Reserved Shares
To recognise their contributions to our Group, we have reserved 3,750,000 Placement Shares for
subscription at the Issue Price by our Independent Directors, employees, business associates and those
who have contributed to our success. However, none of them will be offered more than 5% of the total
Invitation size of 44,500,000 New Shares. These Reserved Shares are not subject to any moratorium
and may be disposed of after the admission of our Company to the Official List of the SGX-SESDAQ. In
the event that any of the Reserved Shares are not taken up as at the close of the Application List, they
will be made available to satisfy excess applications for the Placement Shares to the extent there is an
over-subscription for the Placement Shares as at the close of the Application List or, in the event of an
20
PLAN OF DISTRIBUTION
under-subscription for the Placement Shares as at the close of the Application List, to satisfy excess
applications made by members of the public for the Offer Shares to the extent there is an over-
subscription for the Offer Shares as at the close of the Application List.
The terms, conditions and procedures for application are described in Appendix F of this Prospectus.
Save as disclosed in the section “Principal Shareholders” on pages 93 to 95 of this Prospectus, none of
our Directors or Substantial Shareholders intend to subscribe for the New Shares in the Invitation.
We are not aware of any person who intends to subscribe for more than 5% of the New Shares.
However, through a book-building process to assess market demand for our Shares, there may be
persons who may indicate an interest to subscribe for Shares amounting to more than 5% of the New
Shares. If such person(s) were to make an application for Shares amounting to more than 5% of the
New Shares and are subsequently allotted such numbers of Shares, we will make the necessary
announcements at an appropriate time. The final allotment of Shares will be in accordance with the
shareholding spread and distribution guidelines as set out in Clause 210 of the Listing Manual.
Further, no Shares shall be allotted on the basis of this Prospectus later than six months after the date of
this Prospectus.
21
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and is subject to, the more detailed information and
financial statements (including the notes thereto) appearing elsewhere in this Prospectus. Terms defined
elsewhere in this Prospectus have the same meanings when used herein. Prospective investors should
carefully consider all the information presented in this Prospectus, particularly the matters set out under
“Risk Factors” beginning on page 29 of this Prospectus before making an investment decision.
OVERVIEW OF OUR GROUP

Our company registration number is 197900079M. Our company was incorporated in Singapore under
the Companies Act on 10 January 1979 as a private company under the name of Adampak & Print Pte
Ltd and changed our name to Adampak Pte Ltd on 9 July 2004. On 15 July 2004, we were converted
into a public limited company and changed our name to Adampak Limited.
Our headquarters is in Singapore and as at the Latest Practicable Date, we have three subsidiaries, one
in Singapore, one in the Philippines and one in Thailand, and five associated companies of which three
are in Malaysia and two are in the PRC.
OUR BUSINESS
Our principal activity is the manufacture of labels, seals and other die-cut components mainly for the
electronics, pharmaceutical/medical equipment and supplies and chemical industries. These labels,
seals and other die-cut components are mainly pressure-sensitive, ie. self-adhesive.
Labels are printed matter affixed to products for the purpose of identification, description, warning or to
supply other types of information. We produce mainly information labels, blank labels and bar code
labels. Information labels convey messages and other types of information for computer and peripherals,
consumer electronics, pharmaceutical/medical equipment and supplies, industrial, commercial, and other
consumer products. We produce information labels using letterpress, flexographic, thermal transfer and
silk-screen printing methods. Blank labels are supplied to our customers for their own printing of non-
standard variable information. Bar code labels, produced using the thermal transfer printing method,
consists of a group of specially-patterned bars and spaces that are designed for identification purposes.
Our Group also produces seals mainly for hard disk drives, and other die-cut components for bonding,
sealing, insulation, protection and shielding purposes for electronics, telecommunication and other
equipment. In addition, we also on-sell thermal transfer ribbons and printer heads to our customers to
enable them to print on labels.
Our major customers include Seagate, HP, Western Digital and Maxtor.
We have two manufacturing facilities in Singapore, one in the Philippines and one in Thailand. In
addition, we have manufacturing presence in Malaysia through two of our associated companies, and in
PRC through one of our associated companies.
Adampak was the first label company in Singapore to achieve ISO 9002 certification by the then PSB in
1992 and also the first label company in Singapore to be certified ISO 14001 by the then PSB in 1999.
Under the new ISO criteria, Adampak was certified ISO 9001:2000 in 2002. Adampak (Thailand) was
certified ISO 9001:2000 in 2003. Adampak (Philippines) was certified ISO 9002:1994 in 2001 and was
certified ISO 9001:2000 in 2004.
In recognition of the quality of our products, we have also received various client awards/certifications.
Please refer to page 59 under “Quality Assurance” of this Prospectus.
22
PROSPECTUS SUMMARY
COMPETITIVE STRENGTHS
Our Directors believe that our competitive strengths are as follows:-
Our ability, track record and capacity to produce quality pressure-sensitive labels, seals and other
die-cut components for MNCs mainly in the electronics and pharmaceutical/medical equipment
and supplies industries
The extensive customer base we have built includes MNCs known generally for their stringent quality
requirements for the various aspects of their products. They include major computer and computer
peripherals manufacturers such as HP; hard disk-drive manufacturers such as Seagate, Western Digital
and Maxtor; telecommunication equipment manufacturers such as Motorola Electronics Pte Ltd; and
pharmaceutical and related equipment manufacturers such as Drug Houses of Australia (Asia) Pte Ltd,
Baxter Healthcare Pte Ltd and Becton Dickinson Medicals (S) Pte Ltd. We believe that our existing as
well as prospective customers would generally prefer to engage a company with proven track record in
the industry.
Our network of manufacturing facilities in Asia

Our geographical expansion within Asia ie. manufacturing plants in Singapore, the Philippines and
Thailand, and through our associated companies in Malaysia and PRC, provides us with the advantage
of close proximity to our customers, which enables us to provide localised services to them and to
service them in a timely and cost-effective manner.
Our timely response to the needs of our customers

We have invested and upgraded our technological capabilities to ensure that our products are in
accordance with our customers’ quality and service delivery requirements. For example, in 2002, we
installed Class 100 Cleanroom and Class 1,000 Cleanroom production facilities, to add to our existing
Class 10,000 Cleanroom production facility, for the production of labels, seals and other die-cut
components under “clean room” conditions in order to serve a wider section of the electronics industry.
Our capabilities to provide integrated solutions for the production of pressure-sensitive labels,
seals and other die-cut components
We are an integrated label converter, with capacity in pre-press and production aspects of the label
conversion process. Our manufacturing facilities serve as our integrated design and production cum
logistic centres. We believe that our clients enjoy the convenience, savings on cost and efficiency which
come with the provision of a comprehensive range of services.
Cost-efficient operations
We endeavour to continue to maintain cost efficiency in our operations, in order to continue to price our
products competitively whilst maintaining healthy margins. We intend to continue to leverage on our
expertise and experience to constantly improve our systems and processes, as well as upgrade our
equipment and facilities, if necessary, in order to enhance productivity and cost efficiencies.
Well-established relationships with customers

We have over the past 25 years, developed and maintained good and long-term relationships with our
customers. Our established relationships with our customers and suppliers enable us to continue to
secure new orders more effectively and efficiently. Approximately 64.8%, 65.3% and 73.1% of our
revenue for FY2001, FY2002, and FY2003 respectively were from repeat customers.
We have an experienced management team

We have an experienced management who have been responsible for our growth and success to-date.
We are led by our Chief Executive Officer, Mr Chua Cheng Song, who has been with our Company for
approximately six years, and is equipped with over 25 years of experience in finance, human resources
and general management. Our Regional Business Development Director, Mr George Chua Hook Beng,
and our Executive Director, Mr Anthony Tay Song Seng, each have over 20 years of experience in the
industry. In addition, they are assisted by a competent, dedicated and dynamic management team.
23
PROSPECTUS SUMMARY
OUR FUTURE PLANS

Setup of a manufacturing plant in the PRC
We have on 22 March 2004 received approval to establish a subsidiary in Suzhou, PRC to setup a
manufacturing plant in Suzhou, PRC. The manufacturing plant is expected to be operational by the first
half of 2005. This would allow us to tap on the increasing concentration in PRC of OEMs/MNCs
particularly in the electronics industry, as well as in the pharmaceutical/medical equipment and supplies
industry. Our planned manufacturing facility in Suzhou will put us in close proximity to our existing
customers and will enable us to generate new customers in PRC. Approximately $3.5 million from the net
proceeds of the Invitation will be used to finance the setting up of the new manufacturing plant in PRC.
Expansion of existing markets and development of new markets for our products
While the electronics industry will continue to be the main market for our products, we will endeavour to
make further inroads into the pharmaceutical/medical equipment and supplies, and chemical industries.
Furthermore, we believe there exists a market for our products in other industries such as food and
beverage, logistics and retail. We will continue to market our products to other industries as and when the
opportunity arises and when it is economically feasible. We will also increase our marketing efforts for
our products with specific features such as security and radio frequency identification (“RFID”).
Expansion through acquisitions or strategic partnerships

Where opportunities arise, we will expand our capabilities and business through acquisitions, strategic
partnerships and/or joint ventures with other manufacturers which can add value to our business.
OVERVIEW OF OPERATING RESULTS, FY2001 TO FY2003

In the last 3 financial years FY2001, FY2002 and FY2003, our revenue was approximately $24.5 million,
$32.3 million, and $36.2 million respectively. Our net profit was approximately $1.7 million, $1.2 million
and $4.0 million respectively.
WHERE YOU CAN FIND US

Our principal and registered office is located at 6 Loyang Way 4, Singapore 507605. Our telephone
number is (65) 6747 9922. Our Internet address is http://www.adampak.com. Information contained on
our web-site does not constitute a part of this Prospectus.
24
PROSPECTUS SUMMARY
THE INVITATION
Issue Size : 44,500,000 New Shares offered in Singapore by way of public offer and
placement, managed and underwritten by UOB Asia, comprising
4,500,000 Offer Shares and 40,000,000 Placement Shares (including
the Reserved Shares).
The New Shares will, upon issue and allotment, rank pari passu in all
respects with our existing issued Shares.
Issue Price : $0.20 for each New Share.
Purpose of the Invitation : Our Directors consider that the listing of our Company and the
quotation of our Shares on the Official List of the SGX-SESDAQ will
enhance our public image and enable us to tap the capital markets to
raise equity funds for the expansion of our business operations. The
Invitation will also provide the members of the public, our Independent
Directors, employees, business associates and those who have
contributed to our success with an opportunity to participate in the
equity of our Company. In addition, the proceeds of the issue of the
New Shares will also provide us with additional working capital to
finance our business expansion.
The Offer : The Offer comprises an offering of 4,500,000 Offer Shares to the
members of the public in Singapore.
The Placement : The Placement comprises an offering of 40,000,000 Placement Shares

by way of placement comprising:-
(a) 36,250,000 Placement Shares for application by way of

Application Forms; and
(b) 3,750,000 Reserved Shares.
Reserved Shares : 3,750,000 of the Placement Shares will be reserved for our
Independent Directors, employees, business associates and those who
have contributed to our success. In the event that any of the Reserved
Shares are not taken up, they will be made available to satisfy
applications for the Placement Shares, or in the event of an under-
subscription of the Placement Shares, to satisfy excess applications for
the Offer Shares.
Listing Status : Our Shares will be quoted on the SGX-SESDAQ, subject to our
admission to the Official List of the SGX-SESDAQ and permission for
dealing in and for quotation of our Shares being granted by the SGX-
ST and the Authority not issuing a stop order.
Risk Factors : Investing in our Shares involves risks which are described in the “Risk
Factors” section beginning on page 29 of this Prospectus.
25
PROSPECTUS SUMMARY
SUMMARY FINANCIAL INFORMATION

The following selected consolidated financial information should be read in conjunction with the full text of
this Prospectus, including the “Audited Consolidated Financial Statements for the Financial Years Ended
31 December 2001, 2002 and 2003” set out in Appendix B of this Prospectus and the related notes. Our
financial statements are prepared and presented in accordance with Singapore Financial Reporting
Standards.
Operating Results of our Group
Audited
FY2001 FY2002 FY2003
$’000 $’000 $’000
Revenue 24,502 32,311 36,214

Cost of sales (18,946) (24,938) (26,316)
Gross profit 5,556 7,373 9,898

Other operating income(1) 689 263 325
Distribution and selling expenses (1,873) (2,417) (2,721)
Administrative expenses (2,789) (3,404) (3,361)
Other operating expenses (124) (499) (362)
Profit from operations 1,459 1,316 3,779

Finance costs (158) (224) (234)
Profit before income from associated companies 1,301 1,092 3,545

Income from associated companies 673 773 1,648
Profit before taxation 1,974 1,865 5,193

Taxation (227) (683) (1,147)
Net profit(2) 1,747 1,182 4,046
Basic EPS (cents)(3) 1.33 0.90 3.08
Notes:-
(1) Other operating income comprises mainly gain on disposal of plant and equipment, net foreign exchange gain, reversal of
provision for doubtful trade debts and interest income as well as cash discounts received.
(2) Had the Service Agreements been in place in FY2003, the estimated total remuneration for our Executive Directors would
have been approximately $1,050,000 instead of $1,172,000, profit before taxation would have been approximately
$5,315,000 instead of $5,193,000 and net profit would have been approximately $4,142,000 instead of $4,046,000. The
historical net earnings per Share for FY2003 based on the pre-Invitation issued share capital of 131,250,000 Shares would
have been approximately 3.16 cents instead of 3.08 cents.
(3) For comparative purposes, the EPS has been calculated based on net profit and the pre-Invitation issued share capital of
131,250,000 Shares.
26
PROSPECTUS SUMMARY
Financial Position of our Group
Audited
As at 31 As at 31 As at 31
December December December
2001 2002 2003
$’000 $’000 $’000
Property, plant and equipment 11,918 12,542 10,845

Investments in associated companies 4,395 4,842 6,151
Negative goodwill (333) (300) (267)
Current assets 11,673 14,564 16,479
Current liabilities (5,610) (8,462) (7,167)
Net current assets 6,063 6,102 9,312
Non-current liabilities (2,836) (3,397) (2,516)
Net assets 19,207 19,789 23,525
Share capital 1,500 1,500 1,500

Capital reserves 1,341 1,092 1,133
Retained profits 16,015 16,846 15,892
Proposed dividends 351 351 5,000
Shareholders’ equity 19,207 19,789 23,525
NTA per Share (cents)(1) 13.88 14.29 17.11
Note:-
(1) NTA has been arrived at based on the net assets of our Group as at the relevant balance sheet dates after deducting
revaluation surplus of $1.3 million and adding back negative goodwill. For comparative purposes, the NTA per Share at the
relevant balance sheet dates has been calculated based on the pre-Invitation issued share capital of 131,250,000 Shares.
27
EXCHANGE RATES
For inclusion in our Group’s financial statements, the income statements of our foreign subsidiaries and
associated companies have been translated at average exchange rates for FY2001, FY2002 and FY2003
and for the period from 1 January 2004 to 30 June 2004. All assets and liabilities of foreign subsidiaries
and associated companies are translated at the exchange rates prevailing at the end of the financial
year/period. Exchange differences arising from translation are taken directly to shareholders’ equity
(translation reserves).
The following tables set out the exchange rates that have been used by our Company to translate the
financial statements of our foreign subsidiaries and associated companies for FY2001, FY2002 and
FY2003 and for the period from 1 January 2004 to 30 June 2004, unless otherwise stated. These
exchange rates are used by our Company for internal accounting and are only included for illustrative
purposes. They should not be construed as a representation that those Singapore dollar or foreign
currency amounts could have been, or could be, converted into the foreign currency or Singapore dollar
amounts, as the case may be, at any particular rate, the rates (equivalent to S$1.00) stated below, or at
all.
Income Statements
Average exchange rates

6 months
ended
FY2001 FY2002 FY2003 30 June 2004
THB 23.8095 23.9808 23.9521 23.3481
PHP 28.5714 31.3315 31.0076 33.1126
RM 2.1277 2.1169 2.1786 2.2386
Balance Sheets
Exchange rates
FY2001 FY2002 FY2003 30 June 2004
THB 24.2718 25.0000 23.2558 23.8095
PHP 27.7008 30.6748 32.2581 33.3333
RM 2.0492 2.1882 2.1930 2.2371
28
RISK FACTORS
You should carefully evaluate each of the following considerations and all of the other information set
forth in this Prospectus before deciding to invest in the New Shares. Some of the following considerations
relate principally to the industry in which we operate and our business in general. Other considerations
relate principally to general economic and political conditions, the securities market and ownership of the
New Shares, including possible future dilution in value of our Shares.
If any of the following considerations and uncertainties develop into actual events, our business, financial
condition or results of operations could be materially and adversely affected. In such case, the trading
price of our Shares could decline due to any of these considerations, and you may lose all or part of your
investment in our Shares.
This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual
results, performance and achievements could differ materially from those anticipated in these forward-
looking statements as a result of certain factors, including the risks faced by us described below and
elsewhere in this Prospectus.
To the best of our Directors’ knowledge and belief, all the risk factors which are material to investors in
making an informed judgement of our Group are set out below.
RISKS RELATING TO OUR INDUSTRY

A downturn in the electronics industry and inability to seek new customers in other industries on
a timely basis will adversely affect our financial performance
We are dependent on customers from the electronics industry. Sales to these customers accounted for
about 82.6%, 89.9% and 90.3% of our revenue in FY2001, FY2002 and FY2003 respectively. In the
foreseeable future, we believe that customers from the electronics industry will continue to remain as our
key customers. As such, any slowdown in the electronics industry for example, as a result of, or in
anticipation of, a decline in the general economic conditions could result in a decrease in demand for our
products from such customers. Accordingly, should there be any downturn in the electronics industry
and if we are not able to seek new customers in other industries on a timely basis, our financial
performance would be adversely affected.
Our inability to adapt to technological changes in the electronics industry will affect our
performance
The electronics industry is characterised by rapid technological changes. We are required to be agile in
adapting to such technological changes as well as to the needs of our customers in the electronics
industry. If we are unable to keep up with technological changes or the changing needs of our customers
(such as acquiring new equipment or technology or developing new products), we will not be able to
meet our customers’ needs. This will have a negative impact on our performance and hence our
profitability.
We face constant price erosion which will affect our financial performance
Our customers in the electronics industry generally face continual price erosion resulting from
competitive pressure, particularly from lower priced electronic products from their competitors. As a
result, we also face constant price erosion on our products as our customers endeavour to reduce their
costs. Our ability to perform is dependent on our ability to control our costs without compromising on
product quality and services. Our financial performance will be adversely affected if we are unable to
manage our costs and production effectively.
29
RISK FACTORS
RISKS RELATING TO OUR COMPANY

We will be materially affected by a change in the business, operations, prospects and conditions
of our associated companies
Adampak (Penang) and Adampak (KL) are our Malaysian associated companies. A substantial portion
of our profits before taxation is derived from Adampak (Penang) and its subsidiaries, Adampak (KL), AG
Label and Adampak (Tianjin). For FY2003, our share of profits from the foregoing companies amounted
to approximately $1,648,000, representing approximately 31.7% of our total profits before taxation. There
can be no assurance that the business, operations, prospects and conditions relating to these companies
will continue and not deteriorate in the future, resulting in an adverse impact on our profits. In particular,
Adampak (Penang) currently holds a manufacturing licence (the “Licence”) issued by the Malaysian
Ministry of International Trade & Industry (“MITI”). There is no assurance that the terms and conditions
stated in the Licence would not be amended to our disadvantage or that the Licence would not be
revoked. Any such change or revocation of the Licence and any future or adverse changes to existing
MITI guidelines or the introduction of new regulations governing foreign ownership could affect Adampak
(Penang)’s contribution to our profitability.
Adampak (Penang) has commenced preparation for a possible application to list on another stock
exchange. In such event, our shareholdings will be diluted from our current aggregate shareholdings of
50%. Our share of profits will in turn decrease.
In addition, as at the Latest Practicable Date, we have provided corporate guarantees of RM10 million
and US$658,000 for banking facilities extended to an associated company. In the event that our
associated company defaults on its payments under these banking facilities, we may be required to fulfill
our obligations as guarantors. Should this develop into an actual event, our cash flow and financial
position will be materially and adversely affected. For more details on these corporate guarantees, please
refer to the section “Capitalisation and Indebtedness” on pages 46 to 49 of this Prospectus.
Please refer to the section “Subsidiaries and Associated Companies” on pages 53 and 54 of this
Prospectus for more details on our associated companies.
Loss of or a decrease in supply from our major suppliers will adversely impact our revenue and
profitability
Our customers usually specify the type of raw materials to be used in our products. We are thus
dependent on the suppliers of such specified raw materials to fulfil our orders. In FY2003, our major
suppliers, 3M Technologies (S) Pte Ltd, Avery Dennison Singapore Pte Ltd, Lintec Singapore Pte Ltd and
See Sun Label Co. Pte Ltd accounted for approximately 54.2%, 12.9%, 6.6% and 4.8% of our purchases
respectively. For further details, please refer to “Major Suppliers” on page 60 of this Prospectus. There is
no guarantee that these suppliers will continue to supply their products to us. In the event that these
suppliers cease or limit their supply of products to us and we are unable to find alternative suppliers, we
will be unable to meet our customers’ requirements and as such there will be an adverse impact on our
revenue and profitability.
Increase in prices of raw materials will adversely affect our net profit
Our business is susceptible to fluctuations in the price of label stocks which accounted for approximately
63.4% of our cost of production in FY2003. Hence, any substantial increase in the prices of label stocks
will affect our operating profit as we are unable to increase the prices of the orders accepted by us prior
to such increase in the prices of label stocks. Failure to minimise the impact of such increase in prices
through regular monitoring of the amount of stocks ordered and held as inventory and the market supply
and demand for label stocks will affect our profit margin and hence our net profit adversely.
We may incur late delivery charges in the event that we are unable to deliver our products on a
timely basis
We may encounter situations where we are unable to deliver our products on a timely basis. For
instance, our delivery may be delayed due to late supply or shortage of raw materials from our suppliers.
In the event of late delivery, we may incur late delivery charges. Accordingly, this may have an adverse
impact on our financial performance and a negative impact on our reputation.
30
RISK FACTORS
Loss of or a decrease in business from our major customers will adversely affect our revenue
and profitability
We are one of the approved suppliers of Seagate, HP, Maxtor and Western Digital, our major customers.
In FY2003, sales to Seagate, HP, Maxtor and Western Digital accounted for approximately 31.9%,
20.0%, 8.7% and 7.6% of our turnover respectively. For further details, please refer to “Major Customers”
on pages 59 and 60 of this Prospectus. There is no assurance that we will continue to be an approved
supplier of these customers or that we will continue to retain these customers. In addition, in the event
that we experience any significant decline in business volume from any of these customers, our revenue
and profitability will be adversely affected.
We are exposed to credit risks of customers

We are exposed to credit risks of our customers. Our trade debtors balances as at 31 December 2003
was approximately $8.1 million. This accounted for approximately 49.4% of our current asset balances
as at 31 December 2003. Our Group does not have a general policy on provision for doubtful debts.
Provision for doubtful debts are made once identified by the management, ie. specific provision, some of
which may involve delays/non-payments ensuing from documentation issues or disputes over quantities.
Our provision for doubtful trade debts as at 31 December 2001, 2002 and 2003 were approximately
$69,000, $62,000 and $96,000 respectively.
We are exposed to risk of loss from fire, theft and natural disasters
We are exposed to the risk of loss/damage to our properties, machinery and inventories ensuing from
fire, theft and/or natural disasters such as earthquakes and floods. Such events may disrupt or cause a
cessation in our operations, which may adversely affect our financial results. While our insurance
policies cover some losses arising from business interruption, damage or loss of our machinery and
inventories, our insurance may not be sufficient to cover all of our potential losses. Should such loss
exceed the insurance coverage or is not covered by the insurance policies we have taken up, our
financial performance may be adversely affected.
We may be affected by terrorist attacks and other events

Our plant operations and customers are located in various countries, mainly in Asia. Risk of terrorist
related activities and other similar events/disturbances such as the attack in USA in 2001 and the
bombings in Bali, Indonesia in October 2002 and in Madrid, Spain in March 2004 have heightened.
These events which are beyond our control may substantially damage our physical assets and may
cause disruption or cessation in our operations, and/or the business operations of our customers which
may in turn affect their orders to us. These may affect our financial results.
Our profits will be affected by stock write-off

To even out our production schedule and to meet any urgent or unplanned orders from customers, we
produce labels based on forecast demand given by customers. As such, we stock raw materials based
on customers’ production needs and forecast demand. As the raw materials used for each product are
specified by customers, there is a risk of stock obsolescence when a product requiring a specific raw
material is phased out. This will result in stock write-off and lower profits. Our Group does not have a
general policy on provision for stock obsolescence and stock write-off. Provision for stock obsolescence
and stock write-off are made once identified by the management, ie. specific provision. There were no
material stocks written off in FY2001 to FY2003, and any write-offs were directly made through materials
consumed as part of cost of sales. We will monitor our stock write-offs by using a separate account with
effect from FY2004.
31
RISK FACTORS
Our business would be affected by political, economic, regulatory and social uncertainties of
countries which we operate in and/or export to
Our business will be adversely affected by political, economic, regulatory and social uncertainties in the
countries that we operate in and/or export to. Currently, apart from Singapore, we also operate in the
Philippines and Thailand as well as in PRC and Malaysia through our associated companies. As such,
we will have to operate within the framework of the respective government regulations and legal system,
and be regulated thereby. Our business and future growth is also dependent on the political, economic,
regulatory and social conditions of these countries. Any changes in the political environment and the
policies by the governments of these countries, which include, inter alia, restrictions on imports,
restrictions on foreign currency conversion or transfer of funds, the requirement for approval by
government authorities, changes in laws, regulations and interpretation thereof and changes in taxation
could adversely affect our operations, financial position and/or performance and future growth.
Currency fluctuations may have an adverse impact on our performance

Our transactions with our customers are mainly in SGD, USD and THB and our purchases and operating
expenses are also denominated mainly in SGD, USD and THB. In FY2003, the proportions of our
revenues in SGD, USD and THB were 15.4%, 74.6% and 8.9% respectively and the proportion of
purchases and operating expenses in SGD, USD and THB were 39.5%, 48.1% and 5.2% respectively.
Our foreign currency exchange risk arises mainly from foreign currency denominated revenue and
purchases and operating expenses. The different exchange rates prevailing at the time of the purchases
and sales and the payment for the purchases and receipt of our sales proceeds, respectively, may give
rise to such foreign currency exposure. While there is to a certain extent a natural hedge between
revenue receipts and purchases and operating expenses payments, we could incur net foreign exchange
losses should THB and USD have any significant adverse fluctuation against SGD.
Further, we are subject to translation risks as our consolidated financial statements are denominated in
SGD while the financial statements of our overseas subsidiaries are prepared in PHP and THB and
those of our associated companies are prepared in RM and RMB. In the preparation of our consolidated
financial statements, the financial statements of our subsidiaries and associated companies in the
relevant countries are translated from their respective measurement currencies based on the prevailing
exchange rates as at the relevant balance sheet dates, except for share capital and reserves (which are
translated at historical exchange rates) and profit and loss items which are translated at average
exchange rates for the relevant financial years. As such, any significant fluctuation in SGD against the
respective foreign currencies will have an effect on our financial results, including our financial position.
We also maintain USD, THB, PHP and JPY bank accounts for our business. Any depreciation of the
USD, THB, PHP and JPY against SGD will result in us incurring foreign exchange losses due to
revaluation of the relevant financial assets.
Currently, we do not have a formal hedging policy as our management believes that it is more efficient for
us to assess each transaction on the need to hedge, if necessary, individually. We will continue to
monitor our foreign exchange exposure in future and will consider hedging any material foreign exchange
exposure should the need arise. Please refer to “Foreign Exchange Exposure” on pages 82 and 83 of
this Prospectus for further details.
Claims by customers for replacements or compensation for defective products may adversely
impact our business and financial condition
The products which we design and/or manufacture for our customers must meet the stringent quality
standards stipulated by them. Although we have implemented strict quality assurance procedures, we
cannot assure you that our products will always be able to satisfy our customers’ quality standards. If
there are any quality defects in the products designed and/or manufactured by us, we may face claims
for compensation from our customers for the damages suffered by our customers or claims for
replacements arising from such defects.
32
RISK FACTORS
If we are required to pay damages to our customers in respect of such claims or to replace the defective
products, our profitability will be adversely affected. In addition, our reputation with our customers and
their confidence in our products will be adversely affected. This may also have an adverse impact on our
business and financial condition. In the past three financial years ended 31 December 2003, we had
some incidences of product defects whereby we incurred minor costs deemed insignificant, in relation to
rework, replacement of defective products, or credit notes given to the customers.
Infringement of intellectual property and proprietary rights may result in substantial monetary
liability or may materially disrupt the conduct of our business
We cannot be certain that the labels printed by us upon instructions of our customers do not and will not
infringe valid trademarks, copyrights or other intellectual property held by third parties. In the event that
such rights are infringed, we may be subject to legal proceedings and claims relating to the intellectual
property of others. As a result, we may incur substantial expenses and resources in defending against
such claims by our customers and/or third parties, regardless of their merit. Further, any successful
claims against us may result in substantial monetary liability or may materially disrupt the conduct of our
business. In the event that these develop into actual events, our profitability and financial position will be
adversely affected.
Our Singapore operations are dependent on foreign labour which may affect our profitability
Foreign workers account for approximately 46.2% of our workforce in Singapore as at 31 December
2003. Due to the tight labour supply for skilled workers in our industry, we will continue to be reliant on
foreign workers. Any change in governmental policies which restrict the employment of foreign workers
in Singapore would affect our profitability, as such restrictions may result in us employing more
Singaporean workers who are relatively more costly. In addition, the Singapore government imposes
levies on the employment of foreign workers. Should there be any significant increase in such levies, our
profitability will be adversely affected by the higher costs of foreign workers.
Loss of services of key members of our senior management team and other select personnel will
impact us unfavourably
Our success depends largely on the skills, experience and performance of key members of our senior
management team comprising our Executive Directors and Executive Officers. If we were to lose one or
more of these key employees, our ability to implement our business plan successfully could be materially
and adversely affected. We do not have any key-person life insurance on our employees. Our future
success also depends on the continued service of selected operating, marketing, executive and
administrative personnel. The loss of the services of any of these individuals without suitable and timely
replacement could have a material adverse effect on our operations. If we are unable to attract and
retain a sufficient number of qualified employees on acceptable terms, our business, financial condition
and results of operations could be adversely affected. The inability to retain and hire qualified personnel
could also hinder the future expansion of our business.
We face intense competition and failure to compete successfully will have a significant adverse
effect on our turnover and profitability
We operate in a highly competitive industry and our existing competitors include both local and foreign
companies such as Singapore-based Zephyr Co (Pte) Ltd and USA-based W.H. Brady Co.. Current and
potential customers will compare the quality, capability as well as the prices of our products with those of
our competitors. We believe that the principal elements of competition include technical competence,
delivery time, quality and customer service. We expect to face more intense competition from existing
competitors and new entrants to the market. Our continued success depends on our ability to compete
with our existing and future competitors and to adapt to rapidly changing market conditions. If our
competitors are able to provide comparable products and services at more competitive prices or better
quality and value-added services than us, we may lose our customers to our competitors. We cannot
assure you that we will be able to compete successfully in the future. If we are unable to do so, this will
have a material adverse effect on our revenue and profitability.
33
RISK FACTORS
Our operations may be adversely affected by the outbreak of infectious communicable diseases
An epidemic may lead to a decline in the general economic condition of Singapore and the other
countries in which we operate. Such epidemic could also have a material impact on our operations if we
are required to suspend our operations for a certain period of time.
In particular, the outbreak of the severe acute respiratory syndrome (“SARS”) epidemic in 2003 had
adversely affected Singapore and the Asia Pacific region. Another outbreak of SARS or other infectious
communicable diseases in the Asian region where our operations are based may have an adverse
impact on our operations and our financial performance. Consumer sentiment and spending could be
adversely affected and may lead to a deterioration in economic conditions. We may also be compelled to
suspend our operations for an indefinite period if any of our employees contract the disease or if a
substantial number of our workforce refuse to work for fear of contracting the disease. Should this
develop into actual events, our profitability and financial position will be adversely effected.
Our profits would be affected upon expiry of or inability to retain the tax incentives that our
Group or our associated companies currently enjoy
Currently, our subsidiaries, Adampak (Thailand) and Adampak (Philippines), and our associated
companies, Adampak (Penang) and Adampak (Tianjin), enjoy certain tax incentives in the countries
where they operate, subject to compliance with certain terms and conditions imposed. Please refer to the
section “Management’s Discussion and Analysis of Financial Position and Results of Operations –
Taxation” on page 74 of this Prospectus for further details of the tax incentives applicable to our
subsidiaries and associated companies. In the event that the terms and conditions imposed are not
complied with, the preferential tax treatment may be revoked before their stated expiry dates. In addition,
any adverse change in government policies relating to preferential tax treatment in the Philippines,
Thailand, Malaysia or PRC could result in the current exemptions and concessions being discontinued or
reduced. The expiry of or inability to retain such tax exemptions and concessions would increase the tax
exposure of our Group and will reduce our after tax profits.
Our profits would be affected if our new and/or existing manufacturing plant(s)/facilities are not
approved by customers
In most cases, our manufacturing facilities are required to be approved by our customers before we are
qualified to sell our products to them. Such approvals which are usually in the nature of yearly audits
would normally be for the specific manufacturing plant(s)/facilities that will be manufacturing their
products. We spend a significant amount of resources on our manufacturing facilities to ensure that they
satisfy our customers’ requirements. Most potential customers need to satisfy themselves that the new
and/or existing facilities have an acceptable quality system in place and are capable of producing their
products to specifications, before orders are issued to the approved manufacturing plant. The potential
customers need to approve the new and/or existing facilities only at the facility location(s) which will be
responsible for manufacturing their products. Similarly, in the case of existing customers, such approvals
may also be required for additional or new manufacturing plant(s)/facilities which will be manufacturing
their products.
Non-approval or an inordinate delay in obtaining approvals for new and/or existing manufacturing
plant(s)/facilities from potential and/or existing customers, as the case may be, would adversely affect our
profitability since significant resources would have already been expended on these manufacturing
facilities.
There is no assurance that our future plans will be commercially successful

As part of our future plans, we intend to expand into PRC and develop new markets for our existing
products. Our ability to expand into PRC and develop new markets for our existing products will depend
on the level of acceptance and use of our products and services and approvals from the relevant
authorities. In addition, our expansion plans will also be affected by political, economic, regulatory and
social uncertainties of PRC. As such, there is no assurance that such expansion plans can be
commercially successful or will be approved. We will need to increase our marketing activities to develop
34
RISK FACTORS
market awareness and relationships with existing and potential customers, and invest in new equipment
and technology. Such activities will consume financial resources. An increase in these expenses or
capital expenditure without a corresponding increase in revenue would have an adverse impact on our
future financial performance.
We may be subject to foreign exchange controls in certain countries and territories in which we
operate
We may be subject to foreign exchange controls or restrictions imposed by the governments and relevant
authorities of countries in which we operate. Such foreign exchange controls or restrictions may affect
our operations, for example, our ability to convert these currencies as and when required to make
payments. Furthermore, these foreign exchange controls or restrictions may impede the ability of our
subsidiaries and associated companies to repatriate capital, dividends and profits.
For instance, in September 1998, the Malaysian government imposed new currency controls and pegged
the RM against the US$ at RM3.80 to US$1.00. Among other changes, a new levy was also introduced
in relation to the repatriation of certain funds. This levy however excludes foreign funds brought into
Malaysia under foreign direct investments, and dividends, interest and rental income earned in Malaysia.
Foreign direct investments is defined as an investment made by a non-Malaysian resident:- (a) in a
company where the non-Malaysian resident is entitled to exercise or control the exercise of not less than
10% of the votes attached to the voting shares of the company; (b) a company where the directors are
accustomed, or are under the obligation, whether formal or informal, to act in accordance with the
directions, instructions or wishes of the non-resident; or (c) a body, whether corporate or non-corporate,
where the management is accustomed, or is under an obligation, whether formal or informal, to act in
accordance with the directions or wishes of the non-resident.
While there are no restrictions on the repatriation of such non-leviable funds from Malaysia, Bank Negara
Malaysia requires information including relevant documentary evidence to be furnished to the remitting
banks if the funds to be remitted are in excess of RM50,000.
For further details on foreign exchange controls in the Philippines and Thailand, please refer to “Appendix
E – Exchange Controls” of this Prospectus.
To-date, we have not encountered any adverse experience with regard to the repatriation of capital,
profits, dividends or interest from our overseas subsidiaries and/or associated companies to us with
respect to the exchange control requirements. However, should the governments in the jurisdictions in
which we operate or in which we intend to expand our business tighten or otherwise adversely change
their regulations regarding repatriation of their local currency, this may affect our ability to receive funds
vis-à-vis our investments in these overseas subsidiaries or associated companies or to receive capital,
profits, interest or dividends from them. In such event, our earnings, cash flow and ability to pay
dividends may be affected.
RISKS ARISING FROM INVESTMENTS IN OUR MALAYSIAN ASSOCIATED COMPANIES

The following are risks relating to the business and operations of our Malaysian associated companies.
Possible revocation of the manufacturing licence of Adampak (Penang) or dilution of our

shareholdings in Adampak (Penang) may adversely affect our financial performance
Our Malaysian associated company, Adampak (Penang), has been issued a licence from MITI permitting
it to operate its manufacturing business in Malaysia. The licence is subject to, inter alia, the condition
that at least 70% of the shareholdings of Adampak (Penang) must be held by Malaysians inclusive of a
reserved equity of 30% to be allocated to Bumiputeras, the indigenous people of Malaysia. A breach of
the condition will entitle MITI to revoke the manufacturing licence granted under the Malaysian Industrial
Co-ordination Act 1975. Currently, Adampak (Penang) is 50% held by Malaysians and 50% held by non-
Malaysians. Adampak (Penang) is in the process of applying for an extension of the period for
compliance with this condition and has forwarded a letter to MITI requesting for such extension of up to
December 2005.
35
RISK FACTORS
Our share of the profit after taxation of Adampak (Penang) was approximately $0.56 million, $0.64 million
and $1.32 million for FY2001, FY2002 and FY2003 respectively. As Adampak (Penang) requires its
manufacturing licence to permit it to conduct its manufacturing operations in Malaysia, in the event that
their application to MITI is not granted, we would have to dilute our shareholdings from an aggregate of
50% (ie. 25% each by Adampak and Adampak Screen) to 30% in Adampak (Penang) in order to comply
with MITIs’ condition, and hence our share of profits will decrease. In addition, a revocation of the MITI
licence will adversely affect our financial performance as Adampak (Penang) will have to cease its
manufacturing operations and hence its contribution to our Group’s profitability.
We have provided corporate guarantees on behalf of Adampak (Penang)

As at the Latest Practicable Date, our contingent liabilities include corporate guarantees amounting to
RM10 million and US$658,000 as guarantee for banking facilities granted to Adampak (Penang). (Please
refer to “Contingent Liabilities” under “Capitalisation and Indebtedness” on page 49 and “Contingent
Liabilities” on Appendix B-26 for further details.) Upon listing, our Company intends to continue to provide
guarantees for the banking facilities granted to Adampak (Penang) including for rollover and/or renewal of
such banking facilities, and/or the securement of new term loans for as long as the latter remains a
private limited company. Should we revoke such guarantees in respect of liability scheduled to accrue in
the future, Adampak (Penang) may be required to provide further securities in relation to the relevant
banking facilities. If Adampak (Penang) is unable to provide further securities in such event, the relevant
banking facilities may be terminated or the amounts reduced. This may in turn adversely affect the
operations and hence, the financial performance of Adampak (Penang). Accordingly, Adampak
(Penang)’s contribution to our Group’s profitability may be adversely affected.
We are subject to Foreign Investment Committee (“FIC”) Guidelines in Malaysia

Our Malaysian associated companies, Adampak (KL) and AG Label, are subject to any adverse political,
legal, economic (including any foreign exchange currency restrictions, ownership restrictions and tax
charges) and social changes in Malaysia. In particular, the said companies are subject to the Foreign
Investment Committee guidelines (the “Guidelines”) issued by the Economic Planning Unit in Malaysia.
Under the current Guidelines, approval of the FIC must be obtained when an acquisition by a foreign
interest or foreign associated group is made in respect of 15% or more of the voting shares of Malaysian
companies. The prevailing judicial opinion in Malaysia is that the Guidelines have no force of law and no
sanctioning provisions or penalties are imposed for non-compliance. Nevertheless, although the
Guidelines are merely policy guidelines, failure to obtain FIC approval may have practical consequences
in relation to regulatory approvals required by a foreign investor for matters requiring proof of FIC
approvals, which include (i) transactions concerning landed property, (ii) employment of expatriate
personnel, (ii) government approvals and licences and (iii) government tenders or contracts.
Our share of the profit after taxation of Adampak (KL) was not substantial, ie. approximately $5,600,
$31,200 and $30,900 for FY2001, FY2002 and FY2003 respectively. We have not sought the approval of
the FIC in respect of our shareholdings in Adampak (KL). In the event that we apply for FIC approval or
if FIC approval is required in future, we may have to dilute our shareholdings in Adampak (KL) to less
than 15%. In such an event, the contribution from our Malaysian associated companies to our business
would be unfavourably affected, thereby reducing our profits.
36
RISK FACTORS
RISKS RELATING TO OWNERSHIP OF OUR SHARES

Future sale or availability of Shares may exert a downward pressure on our Share prices
There will be 175,750,000 Shares immediately following the Invitation. Such Shares, subject to those
under moratorium, may be sold in the public market in Singapore. Sales of a substantial number of our
Shares after this Invitation, or the perception that such sales may occur could exert a downward pressure
on our Share prices. In addition, these factors also affect our ability to raise capital through the issue of
additional equity securities. Except as otherwise described under the section “Moratorium” on page 94 of
this Prospectus, there will be no other restrictions on the ability of the Substantial Shareholders to sell
their Shares either on the SGX-SESDAQ or otherwise.
External factors which could affect the trading price of our Shares
Prior to this Invitation, there has not been a public market for our Shares. Therefore, we cannot assure
investors that an active public market will develop or be sustained after this Invitation. The Issue Price
was determined by negotiations between us and the representatives of the Manager and may not be
indicative of prices which will prevail in the trading market. Investors may not be able to resell their
Shares at a price that is attractive to them. These price and volume fluctuations may be caused by
factors outside of our control and may be unrelated or disproportionate to our operating results. These
factors include, inter alia:-
– general economic and stock market conditions;
– changes in financial estimates by securities analysts;
– earnings and other announcements by, and changes in market valuations of, our Group;
– announcements of technological innovations or new products by our competitors;
– additions or loss of key personnel;
– involvement in litigation;
– loss of major client or partner; and
– trading of our Shares.
Control by existing Shareholders may limit your ability to influence the outcome of decisions
requiring the approval of Shareholders
Upon completion of this Invitation, our Substantial Shareholders will, in aggregate, beneficially own
approximately 62.2% of our enlarged share capital. These Shareholders, if acting together, would be able
to significantly influence all matters requiring approval by our Shareholders, including the election of
Directors and approval of significant corporate transactions, and will have veto power with respect to any
Shareholders’ action or approval requiring a majority vote. This concentration of ownership could have
the effect of delaying or preventing a change in control of our Company or otherwise discourage a
potential acquirer from attempting to obtain control of us.
Management will have broad discretion over allocation of proceeds from this Invitation
The net proceeds from the Invitation are estimated to be approximately $7.6 million after deducting the
estimated expenses in relation to the Invitation. We expect to use the estimated net proceeds for general
corporate purposes and to, among other things, undertake investments that are complementary to our
business. Please see “Use of Proceeds” on page 42 of this Prospectus. The deployment of the estimated
net proceeds will be at the discretion of our board of Directors and Shareholders may not deem such
deployment desirable. In addition, we may be unable to yield a significant return on any investment of the
proceeds.
37
RISK FACTORS
New investors will incur immediate dilution and may experience further dilution
The Issue Price of our Shares of $0.20 is substantially higher than our adjusted NTA per Share of 14.53
cents at 31 December 2003 based on the post-Invitation issued share capital (adjusted for the net
proceeds from the Invitation, the Bonus Issue, Dividend 2003, the Issue of Shares to Employees, the
Consolidation of Shares and the Sub-division of Shares). If we were liquidated immediately following this
Invitation, each shareholder subscribing to this Invitation would receive less than the price they paid for
their Shares.
Additional funds raised through issue of new Shares for our future growth will dilute
Shareholders’ equity interests
We may in the future expand our capabilities and business through acquisition, joint venture and strategic
partnership with parties who can add value to our business. We may require additional equity funding
after the Invitation and our Shareholders will face dilution of their shareholdings should we issue new
Shares to finance future acquisitions, joint ventures and strategic partnerships.
Negative publicity may adversely affect our share price

Negative publicity involving our Group, any of our Directors, Executive Officers or Substantial
Shareholders may adversely affect the market perception or the stock performance of our Company,
whether or not it is justified. Some examples are unsuccessful attempts in joint ventures, takeovers or
involvement in insolvency proceedings.
38
ISSUE STATISTICS
Issue Price $0.20
NTA(1)
NTA per Share based on the audited consolidated financial position of our
Group as at 31 December 2003 adjusted for the Bonus Issue, Dividend 2003,
the Issue of Shares to Employees, the Consolidation of Shares and the Sub-
division of Shares (“Adjusted NTA per Share”) as disclosed under the section
“Share Capital” in this Prospectus:-
(a) before adjusting for the estimated net proceeds from the issue of the 13.69 cents
New Shares and based on our Company’s pre-Invitation share capital of
131,250,000 Shares
(b) after adjusting for the estimated net proceeds from the issue of the New 14.53 cents
Shares and based on our Company’s post-Invitation share capital of
175,750,000 Shares
Premium of the Issue Price over the Adjusted NTA per Share as at 31
December 2003:-
(a) before adjusting for the estimated net proceeds from the issue of the 46.1 per cent.
New Shares and based on our Company’s pre-Invitation share capital of
131,250,000 Shares
(b) after adjusting for the estimated net proceeds from the issue of the New 37.6 per cent.
Shares and based on our Company’s post-Invitation share capital of
175,750,000 Shares
EPS
Historical net EPS based on the audited consolidated results of our Group for 3.08 cents
FY2003 and our Company’s pre-Invitation share capital of 131,250,000 Shares
Historical net EPS based on our Company’s pre-Invitation share capital of 3.16 cents
131,250,000 Shares had the Service Agreements been effected for FY2003
PER
Historical PER based on the Issue Price and the historical net EPS for FY2003 6.49 times
based on our Company’s pre-Invitation share capital of 131,250,000 Shares
Historical PER based on the Issue Price and the historical net EPS based on 6.34 times
our Company’s pre-Invitation share capital of 131,250,000 Shares had the
Service Agreements been effected for FY2003
NET OPERATING CASH FLOW(2)

Historical net operating cash flow per Share for FY2003, based on our 4.75 cents
Company’s pre-Invitation share capital of 131,250,000 Shares
Historical net operating cash flow per Share for FY2003, based on our 4.82 cents
Company’s pre-Invitation share capital of 131,250,000 Shares had the Service
Agreements been in effect for FY2003
39
ISSUE STATISTICS
PRICE TO NET OPERATING CASH FLOW RATIO

Ratio of the Issue Price to historical net operating cash flow per Share for 4.21 times
FY2003, based on our Company’s pre-Invitation share capital of 131,250,000
Shares
Ratio of the Issue Price to historical net operating cash flow per Share for 4.15 times
FY2003, based on our Company’s pre-Invitation share capital of 131,250,000
Shares, had the Service Agreements been in effect for FY2003
MARKET CAPITALISATION
Our Company’s market capitalisation based on the post-Invitation share capital $35.15 million
of 175,750,000 Shares and the Issue Price
Notes:-
(1) This has been arrived at based on the net assets of our Group as at 31 December 2003 after deducting revaluation surplus
of $1.3 million and adding back negative goodwill of $0.3 million.
(2) Net operating cash flow is defined as net profit with provision for depreciation added back and amortisation of negative
goodwill deducted.
40
DIVIDEND POLICY
For FY2001 and FY2002, we declared net final dividends of $350,000 each, which were paid one year
subsequent to declaration.
For FY2003, we declared a net final dividend of $5.0 million which will be paid by 30 September 2004
from cash generated from our operations and banking facilities (the “Dividend 2003”).
We do not have a fixed dividend policy. The amount of our past dividends is not indicative of the amount
we will pay in the future. Our Directors intend to recommend and distribute not less than 25% of our
FY2004 audited net profit attributable to shareholders as dividends (the “Proposed Dividend”). However,
investors should not treat the Proposed Dividend as an indication of our Group’s future dividend policy
nor of our Group’s actual future profitability.
We may, by ordinary resolution of our shareholders, declare annual dividends at a general meeting but
the amount of dividends may not exceed the amount recommended by our Directors. Our Directors may
declare an interim dividend without seeking shareholders’ approval. We must pay all dividends out of our
profits or pursuant to Section 69 of the Companies Act.
In making their recommendation on the amount of final dividend or to declare an interim dividend, our
Directors will consider, among other things, our future earnings, results of operations, cash flows,
financial position and capital requirements, as well as general business conditions and such other factors
as our Directors may consider appropriate.
41
USE OF PROCEEDS
The net proceeds attributable to us from the issue of the New Shares, after deducting the estimated
expenses in relation to the Invitation, will be approximately $7.6 million, based on the Issue Price. The
net proceeds will be used to finance our continued growth and development and for the expansion of our
business operations. We intend to use the net proceeds for the following purposes:-
(i) approximately $3.5 million for the set-up of a manufacturing plant in Suzhou, PRC as described on
page 69 of this Prospectus under the section “Prospects and Future Plans”; and
(ii) the balance of approximately $4.1 million for working capital, new product development and
possible acquisitions, strategic partnerships and/or joint ventures.
While we have from time to time had preliminary discussions regarding potential investments and
acquisitions in the ordinary course of our business, we do not currently have any agreements or
understandings to make any such investment or acquisition. Please see “Prospects and Future Plans” on
page 69 of this Prospectus for further details on our future liquidity needs.
Pending the deployment of the net proceeds from the Invitation as aforesaid, the net proceeds may be
used to invest in short term money market instruments and/or used for working capital requirements, as
our Directors may deem appropriate.
There is no minimum amount which, in the reasonable opinion of our Directors, must be raised by the
Invitation.
42
SHARE CAPITAL
We were incorporated in Singapore under the Companies Act as a private limited company on 10
January 1979 under the name of Adampak & Print Pte Ltd.
As at 31 December 2003, our authorised share capital was $1,500,000, consisting of 1,500,000 ordinary
shares of $1.00 each, and our issued and paid-up share capital was $1,500,000 consisting of 1,500,000
ordinary shares of $1.00 each.
As at the date of lodgement of this Prospectus, our authorised share capital was $50,000,000 comprising
625,000,000 Shares, of which 131,250,000 Shares have been issued and fully paid.
At an extraordinary general meeting held on 6 July 2004, our shareholders approved, inter-alia, the
following:-
(a) a change of our name from Adampak & Print Pte Ltd to Adampak Pte Ltd;
(b) an increase in our authorised share capital from $1,500,000 to $50,000,000 comprising
50,000,000 ordinary shares of $1.00 each;
(c) the capitalisation of $8,500,000 from retained earnings for a bonus issue of 8,500,000 fully paid
ordinary shares of $1.00 each to the existing shareholders (the “Bonus Issue”);
(d) the issue of 500,000 new ordinary shares of $1.00 each to certain employees at par (the “Issue of
Shares to Employees”) (please refer to pages 93 to 95 of this Prospectus under the section
“Principal Shareholders” for further details);
(e) the consolidation of two ordinary shares of $1.00 each in our authorised and issued share capital
into one ordinary share of $2.00 each (the “Consolidation of Shares”);
(f) the sub-division of one ordinary share of $2.00 each in our authorised and issued share capital
into 25 ordinary shares of $0.08 each (the “Sub-division of Shares”);
(g) the conversion of our Company into a public limited company and the change of our name to
Adampak Limited;
(h) the adoption of a new set of Articles of Association;
(i) the issue of 44,500,000 New Shares pursuant to the Invitation which when fully paid, allotted and
issued, will rank pari passu in all respects with the existing issued Shares; and
(j) the authorisation of our Directors, pursuant to Section 161 of the Companies Act, to:-
(i) issue shares whether by way of rights, bonus or otherwise (including shares as may be
issued pursuant to any Instrument (as defined below) made or granted by our Directors
while this Resolution is in force notwithstanding that the authority conferred by this
Resolution may have ceased to be in force at the time of issue of such shares), and
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would
require shares to be issued, including but not limited to the creation and issue of warrants,
debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as
our Directors may in their absolute discretion deem fit provided that the aggregate number of
shares issued pursuant to such authority (including shares issued pursuant to any Instrument but
excluding shares which may be issued pursuant to any adjustments (“Adjustments”) effected under
any relevant Instrument, which Adjustment shall be made in compliance 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 for the time being of our Company), shall not exceed 50% of
the issued share capital of our Company immediately after the Invitation, and provided that the
43
SHARE CAPITAL
aggregate number of such shares to be issued other than on a pro rata basis in pursuance to such
authority (including shares issued pursuant to any Instrument but excluding shares which may be
issued pursuant to any Adjustment effected under any relevant Instrument) to the existing
Shareholders shall not exceed 20% of the issued share capital of our Company immediately after
the Invitation, and, unless revoked or varied by our Company in general meeting, such authority
shall continue in force until the conclusion of the next Annual General Meeting of our Company or
the date by which the next Annual General Meeting of our Company is required by law to be held,
whichever is the earlier.
Details of the changes in our issued and paid-up share capital are set out below:-
Number of shares Paid up capital
($)
Issued and paid-up ordinary shares of $1.00 each 1,500,000 1,500,000

as at 31 December 2003
Bonus Issue 8,500,000 8,500,000
Issue of Shares to Employees 500,000 500,000
10,500,000 10,500,000
Consolidation of Shares 5,250,000 10,500,000
Sub-division of Shares 131,250,000 10,500,000
New Shares issued pursuant to the Invitation 44,500,000 3,560,000
Post-Invitation Share Capital 175,750,000 14,060,000
The authorised share capital and shareholders’ equity of our Company as at 31 December 2003, after
adjustment to reflect the Bonus Issue, the Issue of Shares to Employees, the Consolidation of Shares,
the Sub-division of Shares and the Invitation are set out below. This should be read in conjunction with
the Audited Consolidated Financial Statements For the Financial Years Ended 31 December 2001, 2002
and 2003 set out in Appendix B of this Prospectus:-
After the Bonus
Issue, the Issue
of Shares to
Employees, the
Consolidation of
As at 31 Shares and the
December Sub-division of After the
2003 Shares Invitation
$’000 $’000 $’000
Authorised share capital
Ordinary shares of $1.00 each 1,500 – –

Ordinary shares of $0.08 each – 50,000 50,000
Shareholders’ equity
Share capital 1,500 10,500 14,060

Capital reserves 1,123 1,123 1,123
Share premium 10 10 4,030 (1)

Proposed dividends 5,000 – (2)
– (2)
Shareholders’ equity 23,525 19,025 26,605
Note:-
(1) Relates mainly to share premium arising from this Invitation, being the difference of the net proceeds of $7.6 million and the
aggregate nominal value of the New Shares.
(2) The Dividend 2003 was approved at the Annual General Meeting on 5 May 2004.
44
SHARE CAPITAL
As at the date of this Prospectus, we have only one class of shares in the capital of our Company, being
ordinary shares of $0.08 each. There are no founder, management, deferred or unissued shares
reserved for issue for any purpose. The rights and privileges of these Shares are stated in our Articles of
Association. A summary of the Articles of Association of our Company relating to the voting rights of
Shareholders is set out in the section “General and Statutory Information” on pages 106 to 117 of this
Prospectus.
45
CAPITALISATION AND INDEBTEDNESS
The following table shows our cash and cash equivalents, debt and capitalisation as of 30 June 2004:-
(1) on an actual basis (based on our unaudited management accounts as at 30 June 2004), as
adjusted to give effect to the Bonus Issue, the Issue of Shares to Employees, the Consolidation of
Shares and the Sub-division of Shares on an actual basis; and
(2) as adjusted to give effect to the issue of 44,500,000 New Shares pursuant to the Invitation and the
application of net proceeds, after deducting estimated issue expenses related to the Invitation.
The table should be read in conjunction with the Audited Consolidated Financial Statements for the
Financial Years Ended 31 December 2001, 2002 and 2003 and the related notes included in the
Prospectus and the section “Management’s Discussion and Analysis of Financial Position and Results of
Operations” in this Prospectus.
Actual as at 30 June 2004

as adjusted for the Bonus Issue,
the Issue of Shares to Employees,
Consolidation of Shares and
the Sub-division of Shares, As adjusted for the
but before adjusting for the net net proceeds from
proceeds from the issue of the the issue of the
New Shares New Shares
($’000) ($’000)
(Unaudited) (Unaudited)
Cash and cash equivalents 2,908 10,625
Short term debt:

Secured and guaranteed 941 941
Long term debt:

Secured and guaranteed 1,746 1,746
Total borrowings 2,687 2,687
Shareholders’ equity:
Issued and paid-up capital 10,500 14,060
Capital reserves 1,056 1,056
Share premium 10 4,030
Retained profits 9,612 9,612
Total shareholders’ equity 21,178 28,758
Total capitalisation and indebtedness 23,865 31,445
46
Borrowings
Details of our borrowings as at the Latest Practicable Date are detailed as follows:-
Financial Facilities
Institutions Facilities Interest Rate/Tenor used by Security
Type Amount Amount
Outstanding
DBS – Overdraft $3,320,000 Unutilised 1% + prime rate per annum/ Adampak Legal Mortgage over
Not applicable 6 Loyang Way 4;
Legal Mortgage over
– Term Loan $1,700,000 $1,110,770 0.75% + prime rate per annum/ 10 Loyang Drive; and
180 months commencing Guarantees provided
December 1997 by Messrs Anthony Tay
Song Seng, George
– Trade Financing $500,000 Unutilised 0.75% + prime rate per annum/ Chua Hook Beng, Ong
47
Not applicable Hock Leng, Tham Kim
Par and Soh Chun Seng
DBS Hire Purchases(2) $2,192,188 $1,026,436 Varying rates ranging from 5.00% Adampak Guarantees provided
(plant and machinery) to 6.25% per annum/48 months by Messrs Anthony Tay
commencing between May 2001 Song Seng, George
and December 2002 Chua Hook Beng, Ong
Hock Leng, Tham Kim
DBS Hire Purchase(2) $705,000 $140,960 4.0% per annum/48 months Adampak Guarantees provided by
(plant and machinery) commencing May 2001 Messrs Anthony Tay
Song Seng and Ong
Hock Leng
Financial Facilities
Institutions Facilities Interest Rate/Tenor used by Security
Type Amount Amount
Outstanding
Hong Leong Hire Purchase(2) $59,500 $30,015 4.63% per annum/36 months Adampak Guarantees provided by
Finance Limited (plant and machinery) commencing April 2003 Messrs Anthony Tay
Song Seng and Ong
Hock Leng
Hong Leong Hire Purchase(2) $160,000 $85,953 Flat rate of 2.6% per annum/60 Adampak –
Finance Limited (motor vehicle) months commencing June 2002
RHB Bank Revolving Credit $1,500,000 Unutilised 4.00% per annum + cost of Adampak Guarantees provided by
Berhad Facilities/Multi-Trade funds/Not applicable Messrs Anthony Tay
Line Song Seng, George
Chua Hook Beng, Ong
48
Hock Leng, Tham Kim
National Finance Hire Purchases(2) THB1,082,244 THB596,651 5.87% per annum/24 months Adampak –
Public Company (motor vehicles) ($46,536)(3) ($25,656)(3) commencing between January 2003 (Thailand)
Limited and June 2004
UMF (Singapore) Hire Purchase(2) $160,350 $134,296 Flat rate of 2.3% per annum/36 Adampak Guarantee provided by
Limited (motor vehicle) months commencing April 2004 Soh Chun Seng
Note:-
(1) Other than the hire purchases and term loan, all other facilities are revolving.
(2) All assets under the hire purchases are secured by the respective assets.
(3) Based on the exchange rate as at the Latest Practicable Date.
(4) Please refer to the section “Liquidity and Capital Resources” on page 81 for more details on our borrowings.
Release of Personal Guarantees

Subsequent to the Invitation, our Directors and Substantial Shareholders intend to obtain a release and
discharge of the above guarantees from the respective financial institutions by substituting the same with
other securities from our Group acceptable to the financial institutions. Should the terms and conditions
of our existing facilities be affected by the withdrawal of the above guarantees, our Directors are
confident that with our listing status and strengthened financial position due to the expected proceeds
from the Invitation, we should be able to secure alternative credit facilities on terms similar to those
applicable to the current facilities. Until such alternative credit facilities are obtained, our Directors and
Substantial Shareholders will continue to guarantee the facilities.
Contingent Liabilities
As at the Latest Practicable Date, our contingent liabilities comprise banker’s guarantees of $60,000 and
THB400,000 as well as corporate guarantees amounting to RM10 million and US$658,000 as guarantee
for banking facilities granted to Adampak (Penang). The credit facilities comprise overdraft facilities
(RM1.0 million), trade financing (RM3.3 million), term loans (RM5.0 million and US$658,000), revolving
credit facility (RM0.5 million) and foreign exchange facilities (RM0.2 million). The term loans mature in
December 2006 (RM5.0 million) and July 2005 (US$658,000). Upon listing, our Company intends to
continue to provide guarantees for the banking facilities granted to Adampak (Penang) including for
rollover and/or renewal of such credit facilities, and/or the securement of new term loans for as long as
the latter remains a private limited company.
Should we revoke such guarantees in respect of liability scheduled to accrue in the future, Adampak
(Penang) may be required to provide further securities in relation to the relevant credit facilities.
Capital Commitments
As at the Latest Practicable Date, there were no material capital commitments.
49
DILUTION
Dilution is the amount by which the Issue Price to be paid by applicants of our New Shares in the
Invitation exceeds the Adjusted NTA per Share after the Invitation.
Adjusted NTA per Share is determined by dividing the audited NTA (total tangible assets less total
liabilities) of our Group as at 31 December 2003 by the number of outstanding Shares at that date after
adjusting for the Bonus Issue, Dividend 2003, the Issue of Shares to Employees, the Consolidation of
Shares and the Sub-division of Shares. The adjusted NTA was $18.0 million or 13.69 cents per Share.
Pursuant to the Invitation in respect of 44,500,000 New Shares at the Issue Price, our NTA per Share
after adjusting for the estimated net proceeds from the Invitation and based on the post-Invitation issued
and paid-up share capital of 175,750,000 Shares would have been 14.53 cents. This represents an
immediate increase in NTA of 0.84 cents per Share to our existing shareholders and an immediate
dilution in NTA of 5.47 cents per Share to new public investors.
The following table illustrates this dilution per Share:-

cents
Issue Price per Share 20.00
Adjusted NTA per Share as at 31 December 2003 based on

pre-Invitation issued share capital of 131,250,000 shares 13.69
Increase in NTA per Share attributable to existing shareholders 0.84
Adjusted NTA per Share after the Invitation 14.53
Dilution in NTA per Share to new public investors 5.47
The following table summarises the total number of Shares issued by us, the total consideration paid to
us and the average price per Share paid by our existing shareholders, certain employees (as described
on pages 93 to 95 of this Prospectus) and by our new public investors in this Invitation.
Total Average price

No. of Shares consideration per Share
’000 % $’000 % Cents
Existing Shareholders 125,000 71.1 1,510 13.8 1.21
Issue of Shares to Employees 6,250 3.6 500 4.6 8.00
New public investors 44,500 25.3 8,900 81.6 20.00
Total 175,750 100.0 10,910 100.0
Save as disclosed in the table below, none of our other Directors, Executive Officers and Substantial
Shareholders and their associates acquired any Shares at any time during the period of three years
before the date of lodgement of the Prospectus.
50
DILUTION
Number of Shares Total consideration Effective cash cost

($) per Share (cents)
Director
Chua Cheng Song (2)
3,750,000 300,000 8.00
Executive Officers (2)

Martin Tay Teck Chye (1) 125,000 10,000 8.00
Ho Tai Chuan 187,500 15,000 8.00
Sou Su Fang 187,500 15,000 8.00
Kin Boon Lee 187,500 15,000 8.00
Koh Lily 187,500 15,000 8.00
Gan Leng Mei 125,000 10,000 8.00
Wong Pui Fong@ 125,000 10,000 8.00
Wong Pui Hoon
Notes:-
(1) Mr Martin Tay Teck Chye is the nephew of our Executive Director and Controlling Shareholder, Mr Anthony Tay Song Seng.
(2) The above subscriptions were made pursuant to the Issue of Shares to Employees. Please refer the section “Principal
Shareholders” on pages 93 to 95 of this Prospectus for more details.
51
GROUP STRUCTURE
Our shareholding structure is set out below:-
Adampak
(1) (2)
100% 100% 100%
Adampak Adampak Adampak
(Philippines) (Thailand) 25%
(3)
Screen
(3)
Adampak 25%
(Penang)
75% 100%
25%
Adampak (KL) Adampak

(Tianjin)
100%
100% Adampak
AG Label (Shanghai)
Notes:-
(1) The 100% equity stake in Adampak (Philippines) comprises 99.99% held directly by Adampak while the balance 0.01% is
held by Messrs George Chua Hook Beng, Chua Cheng Song, Martin Tay Teck Chye, Francia Sarmiento Camacan and
Redentor G Guyala in equal proportions in trust for Adampak.
(2) The 100% equity stake in Adampak (Thailand) comprises 99.99% held directly by Adampak while the balance 0.01% is held
by Messrs George Chua Hook Beng, Anthony Tay Song Seng, Chua Cheng Song, Wong Pui Fong @ Wong Pui Hoon, Soh
Chun Seng, Ong Hock Leng and Nualtip Navanopparatsakul in equal proportions in trust for Adampak.
(3) The balance of the issued and paid-up capital of Adampak (Penang) is owned by Messrs Tan Kok Kuang (25%) and Leong
Aun Leng (25%), who are unrelated to our Directors and Substantial Shareholders.
52
SUBSIDIARIES AND ASSOCIATED COMPANIES
As at the date of this Prospectus, the details of direct and indirect interests in our subsidiaries and
associated companies, none of which are listed on any stock exchange, are set out as follows:-
Issued and Names of

Paid-Up Other
Date and Capital/ Effective Shareholders
Name of Place of Principal Capital Interest and Their
Company Incorporation Business Contribution (%) Interest
Subsidiaries
Adampak 7/12/1999 Manufacture of Ps8,000,000 100 None
(Philippines) (1) Philippines labels and die-cut
components mainly
for the electronics
industry
Adampak 31/10/2001 Manufacture of THB35,000,000 100 None

(Thailand) Thailand labels and die-cut
components mainly
for the electronics
industry
Adampak Screen 28/5/1983 Investment holding $750,006 100 None

Singapore
Associated Companies
Adampak 31/12/1985 Manufacture of RM800,000 50 Messrs Tan
(Penang) Malaysia labels and adhesive Kok Kuang
labels (25%) and
Leong Aun
Leng (25%)
Adampak (KL) 12/5/1998 Manufacture of RM700,000 62.5(2) Adampak

Malaysia labels and adhesive (Penang)
labels (75%)(2)
AG Label 15/2/1999 Trading in labels RM30,000 62.5(3) See Note (3)

Malaysia and adhesive labels
Adampak 28/12/2001 Manufacture and USD1,220,000(5) 50(6) See Note (6)

(Tianjin)(4) PRC trading of labels
Adampak 11/5/2004 Manufacture and USD250,000(8) 50(9) See Note (9)

(Shanghai)(7) PRC sale of electronic
components
Notes:-
(1) Adampak (Philippines) has been established under a business licence for a term of 50 years from 7 December 1999 to 6
December 2049.
(2) Adampak’s effective interest in Adampak (KL) is derived through its 25% shareholding in Adampak (KL), its 25%
shareholding in Adampak (Penang) (which in turn owns 75% of Adampak (KL)) and its 100% shareholding of Adampak
Screen (which in turn owns 25% of Adampak (Penang)). Adampak (KL) is not treated as a subsidiary of our Group as we do
not exercise control over it.
(3) Adampak’s effective interest in AG Label, a wholly-owned subsidiary of Adampak (KL), is derived through our Group’s
effective interest in Adampak (KL) which is described in Note (2) above. AG Label is not treated as a subsidiary of our
Group as we do not exercise control over it.
53
SUBSIDIARIES AND ASSOCIATED COMPANIES
(4) Adampak (Tianjin) has been established under a business licence for a term of 20 years from 28 December 2001 to 27
December 2021.
(5) Adampak (Tianjin)’s approved registered capital is US$1,220,000. As at the Latest Practicable Date, the registered capital of
Adampak (Tianjin) has been fully paid.
(6) Adampak’s effective interest in Adampak (Tianjin), a wholly-owned subsidiary of Adampak (Penang), is derived from its 25%
shareholding in Adampak Penang and its 100% shareholding in Adampak Screen (which in turn owns 25% of Adampak
(Penang)).
(7) Adampak (Shanghai) has been established under a business licence for a term of 30 years from 11 May 2004 to 10 May
2034.
(8) Adampak (Shanghai)’s approved registered capital is US$250,000. As at the Latest Practicable Date, the registered capital of
Adampak (Shanghai) has been fully paid.
(9) Adampak’s effective interest in Adampak (Shanghai), a wholly-owned subsidiary of Adampak (Penang), is derived from its
25% shareholding in Adampak (Penang) and its 100% shareholding in Adampak Screen (which in turn owns 25% of
Adampak (Penang)).
None of our Directors or Substantial Shareholders has any direct interest in any of our subsidiaries or
associated companies.
All our subsidiaries are wholly-owned. None of the substantial shareholders of our associated
companies is related to our Directors or Substantial Shareholders.
54
HISTORY
Messrs Anthony Tay Song Seng, Tham Kim Par and Ong Hock Leng founded our Company which was
incorporated in Singapore on 10 January 1979 and we commenced business in the trading of labels at
Euro Asia Building, Lavender Street, Singapore.
In October 1979, we moved to a flatted factory at Eunos Industrial Estate and acquired our first printing
press to undertake the business of label conversion using the letterpress printing method. At that time,
we supplied labels to customers such as Hewlett Packard (S) Pte Ltd and Lam Soon Cannery Pte Ltd for
their consumer products. Since 1979, we have secured orders from other electronics companies such as
Seagate Technology International, Western Digital (S) Pte Ltd and Maxtor. Beecham Pharmaceuticals
Pte Ltd became our first pharmaceutical customer in the mid-1980s and remained as our customer until
1997 when they moved their pharmaceutical packaging operations to Australia. As we were able to meet
the demands of the pharmaceutical/medical equipment and supplies industry in areas such as hygiene
and production controls in terms of quality and quantity, we have since secured orders from other
pharmaceutical companies such as Baxter Healthcare Pte Ltd and Stiefel Laboratories Pte Ltd.
In 1980, we secured our first overseas order and exported our products to Brunei. Thereafter, we began
exports to Malaysia and the Philippines.
In 1992, as a testimony of our commitment towards quality, Adampak became the first label company in
Singapore to attain the ISO 9002 certification by the then PSB for the printing of self-adhesive labels. In
the same year, we were appointed as an approved label converter for Underwriters Laboratories Inc.
from USA, a product safety testing and certification organisation. Many of our label systems have also
been approved by Underwriters Laboratories Inc. and the Canadian Standard Association International
for use on products to be exported to USA or Canada respectively.
To service our customers in Malaysia, we invested in Adampak (Penang) in 1993 together with three
other shareholders, two of whom are unrelated third parties and the other being Adampak Screen which
was wholly-owned by Messrs Anthony Tay Song Seng, Tham Kim Par, Ong Hock Leng, George Chua
Hook Beng and Soh Chun Seng. We also moved our Singapore operations to bigger premises at 10,
Loyang Drive, Singapore 508940 in 1993.
In July 1998, Mr Chua Cheng Song joined our Group as Financial Controller. As part of our internal
renewal process, Mr Chua Cheng Song was promoted to Chief Executive Officer on 8 August 2000. Mr
Anthony Tay Song Seng stepped down as our Managing Director in 2004 and remains as an Executive
Director of our Company, in charge of our overall strategic planning, policies and corporate direction.
Messrs Tham Kim Par, Ong Hock Leng and Soh Chun Seng retired from our board in July 2004. Mr Soh
Chun Seng continues as an Executive Officer of our Company and is our General Manager (Operations).
In 1998, we acquired a property at 6 Loyang Way 4, Singapore 507605 to accommodate our business
expansion and invested in another associated company, Adampak (KL), to provide more effective
services to our customers located in Selangor, Malaysia.
In 1999, a wholly-owned subsidiary, Adampak (Philippines), was incorporated in the Philippines mainly to
service our customers located in the Philippines and to tap the potential of the Philippines market. The
plant began operations in June 2000. In 1999, we also commenced our own in-house silk-screen
printing at our Singapore manufacturing facilities and Adampak became the first label company in
Singapore to be certified ISO 14001 by the then PSB.
Another wholly-owned subsidiary, Adampak (Thailand), was established in 2001 and commenced
operations in April 2002. In that same year, we also increased our shareholdings in Adampak (Penang)
by acquiring Adampak Screen for a consideration of $1,936,000 from the then shareholders, Messrs Tan
Lye Huat, Yeo Seow Long, Lee Soon Chye and Lim Beng Kwang. The consideration for Adampak Screen
was arrived at on a willing-buyer willing-seller basis, taking into consideration the NTA of Adampak
Screen (which had in turn taken into consideration the NTA of Adampak (Penang)). Through this
acquisition, our effective interest in Adampak (Penang) increased from 25% to 50%.
55
Adampak (Philippines) was certified ISO 9002:1994 in 2001. In 2002, Adampak was certified ISO
9001:2000 under the new ISO criteria. In 2003, Adampak (Thailand) was certified ISO 9001:2000. In
2004, Adampak (Philippines) was certified ISO 9001:2000.
As a testimony of the quality of our products, we have received various awards from our customers.
Please refer to the section “Quality Assurance” on page 59 of this Prospectus for details.
BUSINESS OVERVIEW
Our principal activity is the manufacture of labels, seals and other die-cut components mainly for the
electronics, pharmaceutical/medical equipment and supplies and chemical industries. These labels,
seals and other die-cut components are mainly pressure-sensitive. Revenue from our manufacturing
operations has been the main contributor to our revenue, accounting for approximately 94.1%, 96.2%
and 96.9% of our revenue in FY2001, FY2002 and FY2003 respectively. We also on-sell thermal transfer
ribbons and printer heads to enable our customers to print on the labels.
Manufacturing Operations
Labels
Labels are printed matter affixed to products for the purpose of identification, description, warning or to
supply other types of information. We produce and sell three main types of labels, namely information
labels, blank labels and bar code labels.
(1) Information labels

Information labels convey messages such as electrical hazard warnings, energy conservation
messages, operating instructions, product information and specifications and regulatory markings
for computer and peripherals, consumer electronics, pharmaceutical, industrial, commercial, and
other consumer products. Some labels may incorporate security features such as those used for
detection of counterfeit products and/or radio frequency identification (“RFID”) features used for
tracking and identification purposes. We produce information labels using letterpress, flexographic,
thermal transfer and silk-screen printing methods.
(2) Blank labels

Blank labels are self-adhesive stickers without information which we supply to our customers for
their own printing of non-standard variable information such as serial numbers and shipping
destinations.
(3) Bar code labels

Bar code labels are produced using the thermal transfer printing method. A bar code consists of a
group of specially-patterned bars and spaces that are designed for identification purposes to be
read with a bar code scanning machine.
Seals and other die-cut components

We also produce seals and other die-cut components. Seals are made of adhesives with aluminium or
polyester facestocks used for sealing purposes mainly for the hard disk drive industry. Our other die-cut
components are made from materials such as foam, polycarbonate and adhesive that are cut to desired
shapes and sizes for industrial applications such as bonding, sealing, insulation, protection and shielding
for electronics, telecommunication and other equipment.
56
Trading Operations
We on-sell thermal transfer ribbons and printer heads to enable our customers to print variable
information on information labels or blank labels. Our trading business operations accounted for 5.9%,
3.8% and 3.1% of our revenue in FY2001, FY2002 and FY2003 respectively.
PRODUCTION PROCESS
A diagrammatic representation of our production process for labels is set out below:-
Review and/or preparation of artwork
Approval of artwork by customer
Generation of product data, sample docket and Pre-press phase

retrieving/ordering of die-cut tool
Generation of film and printing block
Incoming quality inspection and preparation of

raw material, printing block and die-cutter setting
Production of sample
Approval of sample by customer
Printing and/or die-cutting of labels, seals and

other products
(Includes in-production quality assurance
inspections)
Production phase
Removal of wastage
Out-going quality assurance inspection
Out-going quality
Packing of finished products assurance
inspection and
packing phase
Delivery
57
(a) Pre-press phase

Upon receiving a new order from our customer, we would review our customer’s requirements
and/or specifications and prepare the artwork for the labels to be printed. The artwork would then
be forwarded to the customer for his approval. Once the artwork is approved, the product data
would be prepared and input into our computerised order processing systems. In some cases, the
artwork is supplied to us and we would only review the artwork to check that it complies with the
customers’ requirements and/or specifications before the product data is prepared and input into
our processing systems.
A work order (a sample docket) to produce samples of the label is generated. Based on the
docket, raw materials are procured and, for repeat orders, the die-cut tools are withdrawn from our
die-cut tools library. For new orders for which we do not have die-cut tools, we would place orders
with die-cut tools suppliers. At the same time, an image of the label on film is produced in-house
and checked. The printing block is then made in-house using the film. Samples of the label are
then produced and checked. The final samples and reports containing information such as label
specifications and the production process undertaken are then submitted to our customer for
approval.
(b) Production phase

Upon approval by the customer, a sales docket would be generated for the production of the
labels. Our printing supervisor would then allocate the job to the appropriate printer upon receipt
of the sales docket and raw materials. The printing press is set and the product is run out. During
the printing process, the labels are printed, laminated or varnished and embossed, if necessary,
and then die-cut. Any waste material and side margins are removed. In general, checks on 20
pieces of labels are conducted every 30 minutes for defects.
(c) Out-going quality assurance inspection and packing phase

After the labels have been printed and die-cut, each label would undergo a quality assurance
inspection to ensure compliance with specifications. The approved finished products would then be
packed and delivered to the customer or the customer’s appointed logistics company.
STAFF TRAINING
We place emphasis on staff training as we rely on the skills and extensive experience of our staff.
All new staff undergo a one-day orientation programme where they are familiarised with our general
working environment, our products and services as well as quality requirements. This is followed by a
carefully matched mentoring scheme to impart technical knowledge on the job. In-house meetings are
conducted regularly by the various heads of department and some of our suppliers to keep everyone
updated with their area of work.
In order to enable our technical, sales and managerial personnel and printers to keep abreast of new
developments and technologies, we would sponsor them for external courses conducted by our suppliers
from time to time. We also send some of our printing supervisors and printers to AD Self-adhesive Label
Conversion College in PRC for training in flexographic printing and our sales personnel and technical
staff to USA for seminars. For example, they have attended the Flexcon Symposium organised by
Flexcon Inc of Boston and courses organised by the 3M Converters College in Minneapolis.
The amount of expenditure incurred in relation to staff training for the past three financial years ended 31
December 2003, as a percentage of our revenue, has generally been insignificant.
58
QUALITY ASSURANCE
We are committed to building quality into our products. As a testimony to our commitment to quality,
Adampak obtained ISO 9002 certifications in 1992. Adampak was the first label company in Singapore
to be certified ISO 9002 by the then PSB and also the first label company in Singapore to be certified
ISO 14001 by the then PSB in 1999. Under the new ISO criteria, our quality management system has
since 2002 been certified ISO 9001:2000 compliant instead of ISO 9002. Adampak (Thailand) was
certified ISO 9001:2000 in 2003. Adampak (Philippines) was certified ISO 9002:1994 in 2001 and was
certified ISO 9001:2000 in 2004.
The three main stages of our quality management system are as follows:-
(1) Incoming inspection

Our Incoming Quality Assurance Inspectors visually inspect all raw materials, mainly label stocks
and ink, for physical defects, printability and other specifications required.
(2) In-process inspection

Visual inspection is carried out by our Quality Assurance Inspectors on the artwork against the
drawing specifications for text and dimensional accuracy. Checks are also made on the film for
physical defects and accuracy of the text and graphics. The inspection of the die-cut tool is carried
out for dimensional accuracy in accordance with the specifications provided by our customers.
During the production process, we conduct checks on the quality of print and dimension, ink
anchorage (that is the ink is properly affixed to the label stock), dispensability and orientation.
(3) Outgoing inspection

Our Outgoing Quality Assurance Inspectors visually inspect all our products to sieve out any
defective products before they are packed. Packaging requirements of our customers are also
checked before the products are delivered.
In recognition of the quality of our products, we have been awarded a “Ship-to-Stock” (or other similar)
status by many of our customers, including Western Digital (M) Sdn Bhd, Seagate and Adaptec
Manufacturing (S) Pte Ltd, which means that our labels can be used directly in our customers’ production
operations without having to undergo further quality assurance inspection. In addition, we have also
been awarded a “Supplier Appreciation Award” by Hewlett-Packard (S) Pte Ltd and the “Autonomous
Quality Control Approval” by Sony International (Singapore) Ltd.
In 1999, 2001 and 2003, we were also awarded “Best in Class Printed Material Supplier” by Adaptec
Manufacturing (S) Pte Ltd. In 2003, we were certified as a “Green Partner” by the Procurement Global
Head Office of Sony Corporation, for having successfully established an environment management
system that has met the requirements of the Sony Green Partner Program.
MAJOR CUSTOMERS
The major customers which accounted for five per cent. or more of our revenue for each of the last three
financial years ended 31 December 2003 were as follows:-
FY2001 FY2002 FY2003

(%) (%) (%)
Seagate 17.6 28.4 31.9

HP 18.8(1) 24.3 20.0
Western Digital 4.9 5.7 7.6
Maxtor 4.7 6.4 8.7
Our major customers have approved our relevant manufacturing plants/facilities which manufacture their
products. Such approvals are usually in the nature of yearly audits. We have not experienced any non-
approvals of our manufacturing facilities by our major customers for FY2001 to FY2003.
Note:-
(1) This excludes sales to the Compaq group of companies and their sub-contractors which accounted for 5.5% of our revenue
in FY2001.
59
In general, we do not sign any supply contracts with our customers, save for purchase orders. However,
we have entered into some supply contracts on request by some of our customers. Purchase orders are
still issued for each order pursuant to the supply contracts. The supply contracts are usually for one year
and cover general terms such as shipment and delivery, warranties, invoicing and payment methods.
In addition, contracts awarded pursuant to tenders will be governed by the respective tender documents.
None of our Directors or Substantial Shareholders has any interest, direct or indirect, in the major
customers mentioned above.
MAJOR SUPPLIERS
The major suppliers which accounted for five per cent. or more of our purchases for each of the last three
financial years ended 31 December 2003 were as follows:-
FY2001 FY2002 FY2003

(%) (%) (%)
3M Technologies (S) Pte Ltd 41.9 42.8 54.2

See Sun Label Co. Pte Ltd 10.3 6.4 4.8
Avery Dennison Singapore Pte Ltd 8.8 15.7 12.9
Lintec Singapore Pte Ltd 6.2 6.5 6.6
Raflatac (S) Pte Ltd 5.3 4.0 3.0
We purchase raw materials which mainly include label stocks, double-coated tapes and laminating
adhesives according to the requirements of our customers. Accordingly, we experience fluctuations in
purchases from our suppliers depending on the raw material needs of our customers. As at the date of
this Prospectus, we have not entered into any supply contracts with our suppliers.
None of our Directors or Substantial Shareholders has any interest, direct or indirect, in the major
suppliers mentioned above.
CREDIT CONTROL
Our sales to existing customers are usually made on credit terms ranging from 30 to 120 days and all
credit terms will be approved by authorised officers appointed by our Chief Executive Officer. Currently,
these authorised officers include our Executive Directors and our Group Accountant. For new customers,
we typically assess their credit-worthiness by reviewing their financial position through publicly available
records. Whenever credit terms are exceeded, new orders from these customers are required to be
approved by our authorised officers prior to the commencement of production.
Our management monitors closely all outstanding debts and reviews our debtors’ collectibility quarterly to
make specific provisions in the event that it considers any collection to be doubtful. We have not made
any significant bad debt provisions for the past three financial years ended 31 December 2003.
The collection days, bad trade debts written-off and recovered, and provision for doubtful trade debts of
our Group for each of the past three financial years ended 31 December 2003 are as follows:-
FY2001 FY2002 FY2003
Collection days (number of days) 86 77 79

Bad trade debts written-off ($’000) – 2 –
Provision for doubtful trade debts ($’000) 69 62 96
Write-back of provision for doubtful trade debts ($’000) (24) (31) (20)
Bad trade debts recovered ($’000) – (1) –
INVENTORY MANAGEMENT
Our Materials Department handles all materials and logistic management. This includes the control of
raw materials and finished goods.
60
All label stocks are kept in an air-conditioned environment to preserve their shelf life. We constantly
monitor the quality of our raw materials to ensure good condition. Raw materials are managed on the
First-In-First-Out basis to minimise stock obsolescence.
We produce in accordance with our customers’ orders. To even out our production schedule and to meet
any urgent or unplanned orders from our customers, we also produce labels based on forecast demand
given by our customers. As such, we stock raw materials based on our customers’ production needs and
forecast demand. As the raw materials used for each product are specified by our customers, there is a
risk of stock obsolescence when a product requiring a specific material is phased out. We have written-
off obsolete stocks and made provisions for slow moving stocks for FY2001, FY2002 and FY2003 as
follows:-
FY2001 FY2002 FY2003
Stock turnover (number of days) 73 57 54

Provision for slow moving stocks ($’000) 136 37 134
Write-back of provision for slow moving stocks ($’000) – (39) (105)
To minimise the risk of obsolescence, we work closely with our customers on the level of raw materials to
stock.
We also store our finished products with customer-appointed logistics companies at the request of our
customers. The level of finished products kept with such logistics companies are monitored by us on a
daily basis. Such finished products are considered sold only when they are requisitioned and delivered to
our customers.
Inventories kept at customers’ or third party premises are known as hub stocks. The movement of these
hub stocks are monitored by our customer service personnel through the movement report printed from
the hub operators’ web sites as and when required. At month end, our accounts department will compare
the quantity balance from the hub’s report to our Company’s stock listing. Any quantity differences
identified will be reconciled immediately. The value of the inventories maintained at customers’ and third
party premises as at 31 December 2003 was $464,643.
All our raw materials and finished goods are insured against fire. The sum insured varies with the
inventory level.
INSURANCE
As at the Latest Practicable Date, we have insurance policies including coverage for cash-in-transit,
public liability, equipment all-risk, industrial all-risk, consequential loss and losses or damage due to
burglary and fire. We also maintain insurance policies covering workmen’s compensation in accordance
with the Workmen’s Compensation Act. We have also taken up group personal insurance for our
Directors and some of our management staff. We are not insured against loss of key personnel.
Our Directors believe that the coverage from the above insurance policies is adequate for our existing
operations. However, significant damage to our operations or any of our properties, whether as a result
of fire and/or other causes, may still have a material adverse impact on our results of operations or
financial condition.
SEASONALITY
We are unable to firmly establish a distinct seasonality pattern in our business. However, for the last
three financial years, we have observed slightly higher sales in the second half of the year.
MARKETING
Our marketing function is headed by our Regional Business Development Director, Mr George Chua
Hook Beng and our General Manager (Sales), Mr Ho Tai Chuan. Mr George Chua Hook Beng is in
charge of regional marketing (ex-Singapore) and servicing of our regional customers. Mr Ho Tai Chuan
leads a marketing team, consisting of a general manager, two sales managers and seven sales
executives, which services the Singapore market. Our subsidiary in the Philippines, Adampak
61
(Philippines), is supported by a marketing team led by its Operations and Sales Manager, Mr Martin Tay
Teck Chye, who is assisted by four sales executives. Our subsidiary in Thailand is supported by a
marketing team led by its General Manager, Mr Wong Pui Fong @ Wong Pui Hoon, who is assisted by
five sales executives.
Our marketing efforts are targeted at customers from the electronics, pharmaceutical/medical equipment
and supplies and chemical industries. We make direct sales visits to potential customers. These
potential customers are referred by our existing customers or identified from our knowledge of the market
players in these industries.
We also keep abreast of technological advancements by attending trade exhibitions. In the event that
our customers require new products, we would determine whether our existing plant and equipment
possess the requisite capabilities and we would review our production process to ascertain the feasibility
of providing such products. In the event that the market potential for these new products is good, we
may invest in new plant and equipment to produce such new products to tap the opportunities available.
INTELLECTUAL PROPERTY
Other than disclosed below, we do not use or own any other patents, trademarks or intellectual property
which are material to our business.
Trademark/Tradename Country of Registration Class Status
Singapore 16 Registered in Singapore and is valid

for a period of 10 years from 11
November 2004
Thailand 16 Registered in Thailand and is valid for
a period of 10 years from 28 February
2002
Singapore 16 Application filed on 19 November 2003

Malaysia 16 Application filed on 19 November 2003
PRC 16 Application filed on 19 November 2003
Thailand 16 Application filed on 30 March 2004
“ADAMPAK” Philippines 16 Application filed on 19 March 2004
November 2003
Philippines 40 Application filed on 19 March 2004

November 2003
62
Adampak & Print Pte Ltd and Adampak (Thailand) are the registered owners of “ADAMPAK AP” logo
under Class 16 in Singapore and Thailand respectively. The registered trademark was registered in
Singapore with effect from 11 November 1983 and subsequently renewed for a period of 10 years from
11 November 2004.
As at the date of this Prospectus, our Group is not dependent on the successful registration of our
trademark/tradename.
For source identification purpose (if required by customer), the following acronyms for tradenames are
used although no tradename application has been made:-
1. AP for Adampak
2. APT for Adampak (Thailand)
3. APPH for Adampak (Philippines)
For products that require Canadian Standard Association International certification, the following
acronyms for tradenames are used:-
1. APL for Adampak

2. APTH for Adampak (Thailand)
3. APP for Adampak (Philippines)
As part of our network of manufacturing facilities in Asia, we allowed our associated companies,
Adampak (Penang), Adampak (KL) and Adampak (Tianjin) to use our “Adampak” name and “ADAMPAK
AP” logo for their operations.
To formalise this arrangement, we entered into a trademark licensing agreement on 6 July 2004 with
each of Adampak (Penang), Adampak (KL) and Adampak (Tianjin) respectively for the use of the
“Adampak” trademark in Malaysia and Tianjin, PRC. Each agreement takes effect from 6 July 2004. A
nominal fee of $1.00 will be charged for the use of the “Adampak” trademark. Each agreement will
remain in force until terminated by our Company upon 14 days notice given to Adampak (Penang),
Adampak (KL) or Adampak (Tianjin). Upon the expiry or termination of the agreement, Adampak
(Penang), Adampak (KL) and Adampak (Tianjin), shall:-
(i) within one year from the date of termination of the agreement immediately cease its use of the
“Adampak” trademark in its stationery and/or as part of its company or trade name;
(ii) otherwise than as permitted under paragraph (i), immediately cease its use of the “Adampak”
trademark;
(iii) have no further right to use the “Adampak” trademark;
(iv) dispose of all labels, adhesive labels, signboards, posters and promotional and other materials
bearing the “Adampak” trademark in accordance with Adampak’s instructions;
(v) return to Adampak all copies of all information, advice, knowledge, trade secrets and know-how
which is disclosed by Adampak to Adampak (Penang), Adampak (KL) and Adampak (Tianjin);
(vi) execute all documents required to cancel the registration of the licensee; and
(vii) not engage in any act which would imply any connection with Adampak.
The arrangement between Adampak (Penang) as well as Adampak (KL) and Adampak (Tianjin) and our
Group will not continue after Adampak (Penang) is listed.
63
RESEARCH AND DEVELOPMENT

We do not conduct any research and development as it is not in the nature of our business to engage in
research and development activities. However, as discussed above, from time to time, we review
production processes for new products when required by our customers.
COMPETITION
We operate in a highly competitive industry and our Directors believe that our main competitors include
both local and foreign companies such as Singapore-based Zephyr Co (Pte) Ltd and USA-based W.H.
Brady Co. In addition, there are a number of small factories and companies capable of manufacturing
pressure-sensitive labels, seals and other die-cut components. Our Directors believe that our ability to
offer a wide range of products which meet the needs of our customers will enable us to compete
effectively.
Most of our customers qualify their suppliers’ facilities and processes before placing their orders. A
significant amount of capital is expended to ensure that such facilities and processes comply with these
customers’ requirements. Our manufacturing facilities have been qualified by our customers for existing
products. For new products, our customers may require us to comply with different requirements before
they award us the orders, and as such, we may be required to expend additional resources on our
facilities and processes. As a large amount of resources may be required to ensure that facilities and
processes are approved by these customers, our Directors believe that this poses a significant barrier to
entry for new entrants. In addition, we have noticed an increasing trend by our customers to reduce their
supply base in order to enjoy cost savings from economies of scale from their suppliers. As such, our
Directors believe that companies which have established relationships with these customers and
approved supplier status, and which are willing to invest in or upgrade their facilities and processes will
benefit from this trend.
Other elements of competition include technical competence, delivery time, quality and customer service.
Our ability to keep up with the rapid changes in customers’ preferences and technology enables us to
keep up with our customers’ product development and time-to-market. Our network of manufacturing
facilities in Asia also enables us to better service our customers which are located in those countries
where we or our associated companies have operations.
To the best of our Directors’ knowledge, there are no published sources with respect to our market share
and industry statistics. As such, it is not possible for us to determine on a comparative basis the market
share of our Group and our major competitors.
COMPETITIVE STRENGTHS
Our Directors believe that our competitive strengths are as follows:-
Our ability, track record and capacity to produce quality pressure-sensitive labels, seals and other die-cut
components for MNCs mainly in the electronics and pharmaceutical/medical equipment and supplies
industries
We have established a track record for quality products and services mainly for the electronics and
pharmaceutical/medical equipment and supplies industries. This is evidenced by the extensive customer
base we have built which includes MNCs known generally for their stringent quality requirements for the
various aspects of their products including pressure-sensitive labels, seals and other die-cut components.
Our customers include major computer and computer peripherals manufacturers like HP; hard disk-drive
manufacturers like Seagate, Western Digital and Maxtor; telecommunication equipment manufacturers
like Motorola Electronics Pte Ltd; and pharmaceutical and related equipment manufacturers like Drug
Houses of Australia (Asia) Pte Ltd, Baxter Healthcare Pte Ltd and Becton Dickinson Medicals (S) Pte
Ltd.
64
We believe that our existing as well as prospective customers would generally prefer to engage a
company with proven track record in the industry. Our commitment to product and service quality is
further evidenced by the certifications we have received in respect of our processes /quality management
systems, ie. Adampak’s attainment of the ISO 9002, ISO 14001 and ISO 9001:2000 certifications in
1992, 1999 and 2002 respectively; Adampak (Thailand)’s attainment of ISO 9001:2000 in 2003; and
Adampak (Philippines)’s attainment of ISO 9002:1994 and ISO 9001:2000 in 2001 and 2004 respectively.
We have also received various awards and certificates from our customers. Please refer to the section
“Quality Assurance” on page 59 of this Prospectus for further details.
Our network of manufacturing facilities in Asia

To service our customers effectively and efficiently, we have established a network of manufacturing
facilities in Asia comprising our operations in Singapore and our wholly-owned subsidiaries in the
Philippines and Thailand. In addition, we have a manufacturing presence in Malaysia and PRC through
our associated companies. Our geographical expansion within Asia provides us with the advantage of
close proximity to our customers which enables us to provide localised services to them and to service
them in a timely and cost-effective manner.
Our timely response to the needs of our customers

We place great emphasis on our services to customers. We have invested and upgraded our
technological capabilities to ensure that we are able to produce labels, seals and other die-cut
components in accordance with our customers’ quality and service delivery requirements. For example, in
2002, we installed Class 100 Cleanroom and Class 1,000 Cleanroom production facilities to add to our
existing Class 10,000 Cleanroom production facility, for the production of labels, seals and other die-cut
components under “clean room” conditions in order to serve a wider section of the electronics industry.
Our capabilities to provide integrated solutions for the production of pressure-sensitive labels, seals and
other die-cut components
We are an integrated label converter, with capacity in pre-press and production aspects of the label
conversion process. Our manufacturing facilities serve as our integrated design and production cum
logistic centres. Via a single point of contact, we are equipped to facilitate an efficient work flow from
design to production. Further, with such integration, we are able to control and monitor the quality of our
final products and should customers require any rectification work, we are able to respond on a timely
basis. We believe that our clients enjoy the convenience, savings on cost and efficiency which come with
the provision of a comprehensive range of services.
Cost-efficient operations
We endeavour to continue to maintain cost efficiency in our operations, in order to continue to price our
products competitively whilst maintaining healthy margins. We intend to continue to leverage on our
expertise and experience in the manufacture of pressure-sensitive labels, seals and other die-cut
components to constantly improve our systems and processes, as well as upgrade our equipment and
facilities, if necessary, in order to enhance productivity/cost efficiencies.
Well-established relationships with customers

We endeavour to maintain the trust and confidence of our customers. We have over the past 25 years,
developed and maintained good and long-term relationships with our customers. Our established
relationships with our customers and suppliers enable us to continue to secure new orders. We continue
to service customers such as HP, which has been with our Group since we commenced the business of
label conversion in 1979. Our major customers, Seagate, Maxtor and Western Digital have been with us
for over 10 years. Approximately 64.8%, 65.3% and 73.1% of our revenue for FY2001, FY2002 and
FY2003 were from repeat customers respectively.
We are an approved vendor for Seagate, Maxtor, Western Digital and HP. This has enabled us to secure
new orders more effectively and efficiently.
65
We have an experienced management team

We have an experienced management that is familiar with our business and who have been responsible
for our growth and success to-date. We are led by our Chief Executive Officer, Mr Chua Cheng Song,
who has been with our Company for approximately six years, and is equipped with over 25 years of
experience in finance, human resources and general management. Our Regional Business Development
Director, Mr George Chua Hook Beng, and our Executive Director, Mr Anthony Tay Song Seng who is in
charge of our overall strategic planning, policies and corporate direction, each has more than 20 years of
experience in our industry. Our Executive Directors are assisted by a competent, dedicated and dynamic
management team.
PROPERTIES AND FIXED ASSETS

Properties
We currently own the following properties:-
Net book
value as
Land at 31
Area/Built in December
Description/ Area Annual 2003
Location (sq m) Tenure Rental(1) Use ($’000) Encumbrance
Description
No. 6 Loyang 3,794 sq m/ 30 years(1) $62,031.96 Office and 3,408 Mortgaged to
Way 4 2,931 sq m commencing 1 per annum production of DBS under an
Singapore November 1997 labels and “all monies”(2)
507605 with an option to die-cut parts mortgage to
extend for a secure banking
further 25 years facilities granted
to Adampak
Description
No. 10 2,482.5 sq m/ 30 years(1) $40,613.40 Production of 2,587 Mortgaged to
Loyang Drive 1,472 sq m commencing 1 per annum silk screen DBS under an
Singapore November 1992 and die-cut “all monies”(2)
508940 with an option to parts, and mortgage to
extend for a warehousing secure banking
further 30 years facilities granted
to Adampak
Notes:-
(1) A 30-year lease constitutes a legal interest. Nonetheless, an annual land rent is payable under JTC’s terms and conditions of
lease.
(2) In an “all-monies” mortgage, the property will be a security for all the indebtedness of the mortgagor with the bank. Therefore,
if a mortgagor requests a release of the property from the mortgagee, the bank, in-principle, has a right to request the
mortgagor to repay first all his indebtedness owing to the bank including, for example, any overdraft facilities besides his
original mortgage loan.
As at 31 December 2003, the net book value of the above properties was $6.0 million. Our leasehold
property at No. 10 Loyang Drive was revalued by our Directors in 1996 based on an independent
professional valuation on the estimated open market value on an existing use basis. The surplus on
revaluation was credited to the asset revaluation reserve. We have not revalued our properties
subsequent to 1996. Please refer to “Audited Consolidated Financial Statements for the Financial Years
Ended 31 December 2001, 2002 and 2003” in Appendix B for further details.
66
In addition, we currently lease the following properties:-
Description/ Area Product

Location Leased Tenure Annual Use produced Lessor
Rental
Lot No. C2-5B, 1,267 sq m 36 months US$68,418 Office, Labels and RBF
Carmelray commencing per annum production silk-screen Development
Industrial Park II, 16 June 2003 together with and and die-cut Corporation
Calamba City, and ending on a service warehousing parts
Laguna, 15 June 2006 charge of
Philippines US$3,801
per annum
Plot no. G2/6 1,625 sq m 36 months THB 1.85 million Office, Labels and Ticon Industrial
Hi-Tech commencing per annum production silk-screen Connection
Industrial Estate, on 16 together with and and die-cut Public
General Industrial December a service warehousing parts Company
Zone 2001 and charge of Limited
Ayudhaya ending on THB1.51 million
Province 15 December per annum
Thailand 2004 with an
option to renew
for another
3 years
We intend to exercise the option granted under the current lease for our Thailand plant and renew the
lease upon expiry. All the properties described above are not intended for redevelopment. Such
investment in properties is not our principal core business activity.
Plant and Equipment
As at 31 December 2003, we have the following plant and equipment:-
Cost Net Book Value

$’000 $’000
Letterpress 7,483 843

Flexographic printing press 2,446 1,067
Other machines and accessories 3,734 1,427
Furniture and fittings and office equipment 2,694 968
Total 16,357 4,305
PRODUCTION FACILITIES AND CAPACITY

We have four manufacturing facilities, two located in Singapore at 6 Loyang Way 4, Singapore 507605
and 10 Loyang Drive, Singapore 508940 with a built-in area of approximately 2,931 sq m and 1,472 sq m
respectively, one at Lot C2-5B, Carmelray Industrial Park II, Barangay Punta, Calamba, Laguna 4027,
Philippines, with a built-in area of 1,267 sq m and another at Plot No.G2/6, Hi-Tech Industrial Estate,
General Industrial Zone, Ayudhaya Province, Thailand, with a built-in area of 1,625 sq m.
As at 31 December 2003, we have a total of 20 letterpress and flexographic printing presses, eight silk-
screen printing presses and eight die-cut machines in Singapore. Our Philippines manufacturing facility
has existing production lines comprising nine letterpress and flexographic printing presses, two silk
screen printing presses and two die-cut machines. In Thailand, our manufacturing facility has seven
letterpress and flexographic printing presses, two silk screen printing presses and two die-cut machines.
For FY2001, FY2002 and FY2003, our maximum production capacity (in terms of hours per machine)
and actual utilisation rate are as follows. Production capacity is calculated based on 21 machine hours
per machine per working day multiplied by the number of machines. Working days is generally at six
days a week, less holidays and one week plant shut-down in a year.
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Maximum Production Capacity Actual Utilisation Rate

Location of Facility (hours) (%)
FY2001
Singapore 175,940 54.8
Philippines 49,480 25.5
FY2002
Thailand 30,051 38.8
FY2003
Thailand 45,662 49.0
The available production capacities consider the need to cater for sudden upswing in demand. Each
manufacturing facility also carries a range of equipment to meet the different order size and product
needs of our customers. Utilisation of some of the equipment affects the overall capacity utilisation rates.
PROSPECTS AND FUTURE PLANS

Prospects
We manufacture and supply labels, seals and other die-cut components mainly to our customers in the
electronics, pharmaceutical/medical equipment and supplies and chemical industries. In particular,
customers from the electronics industry, including the hard disk drive (“HDD”) sector, accounted for more
than 80% of our revenue in the three years ended 31 December 2003. Revenue from our major
customers comprising Seagate, HP, Western Digital and Maxtor accounted for 68.2% of our revenue in
FY2003. The conditions and prospects of the electronics industry would have an important effect on our
financial performance as our products are derived-demand products. Our Directors expect the
electronics industry to remain a key segment to our business in the foreseeable future.
Barring unforeseen circumstances, our Directors view positive prospects for the electronics industry,
including the HDD sector. In the data storage industry, consolidation among some industry players has
reduced the number of active manufacturers of HDDs. A number of the few remaining major HDD
manufacturers are our Group’s major customers. Our Directors expect growth in the industry to be
enhanced mainly by the anticipated growth in personal computer shipments, wider applications of HDDs
in consumer electronic products, and increased requirements for security and backup. Our Directors also
expect sustained market opportunities in other industries that we service, including the
pharmaceutical/medical equipment and supplies and chemical industries.
Furthermore, to better serve our customers and to tap the opportunities in these markets, we
established operations in the Philippines and Thailand. Our subsidiaries in the Philippines and Thailand
carry on the business of manufacturing labels, seals and other die-cut components, and major customers
include Western Digital (Thailand) Co., Ltd, Seagate Technology (Thailand) Ltd, American Power
Conversion Corporation (A.P.C) B.V. and Fujitsu Computer Products Corp. Revenue from Adampak
(Philippines) increased from $2.7 million in FY2001 to $4.3 million in FY2003, while Adampak (Thailand)
recorded revenue of $0.7 million in its first year of operations in FY2002 and $3.2 million in FY2003. We
believe that demand for labels in the electronics industry in the Philippines and Thailand will grow and
that we are well-positioned to meet any increase in demand from our customers there.
In addition, with the entry of PRC into the World Trade Organisation, our Directors expect the electronics
manufacturing activities in PRC to continue to grow. This is further augmented by the trend of shifting
manufacturing bases into PRC by OEMs/MNCs. To tap this opportunity, we plan to establish a
manufacturing facility in PRC by the first half of 2005, and develop new markets for our products. Being
in close proximity to our existing customers who have production bases in PRC and potential customers,
we will be able to better serve them by providing a faster response and other conveniences. Our
Directors believe that with the economic growth of PRC, we could benefit from the increase in demand
for labels in the electronics industry.
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We are unable to establish a general trend for our selling prices as our pricing is dependent on various
factors such as type of products, materials used, order volumes, life cycle of the end-products which
utilise our labels, seals, and/or other die-cut components and competition. For the last three financial
years ended 31 December 2003 and up to the Latest Practicable Date, the costs of some of our label
stocks and our labour rates have had minor increases. Our factory overhead costs have remained
relatively stable, save for increases mainly in depreciation of additional investments in plant and
machinery and repair and maintenance. Barring unforeseen circumstances, our Directors do not expect
our average unit variable costs, comprising labour costs and raw material costs (that is, label stocks), to
increase significantly in the foreseeable future.
Order Books
As at the Latest Practicable Date, our Group has secured orders amounting to approximately $3.5
million. Our order books consist of confirmed purchase orders, most of which are scheduled for delivery
in seven days to three months from the date of confirmation of our customers’ orders. These orders may
be subject to cancellation or quantity variation. There have been some incidences of order book
cancellation in the past. A cancellation clause is normally included in purchase orders issued to our
Group. Cancellation may arise for various reasons, for example, decrease in demand of the customer’s
product or sudden end of product life.
Our order books may not be indicative of our revenue for any successive period. Some of our customers
provide a demand forecast which is subsequently executed through firm orders of specific quantities.
Future Plans
Our future business plans are as follows:-
(1) Setup of a manufacturing plant in PRC

Many manufacturers of consumer electronic products, including a majority of our customers, have
set up production facilities in PRC. In the mid 1990s, we commenced supplying small quantities of
labels and die-cut components to our customers in PRC. Since then, our revenue from customers
in PRC has increased significantly and constituted 20.3% of our revenue in FY2003. We intend to
continue and increase our supply to our customers in PRC and market to new customers in PRC.
Adampak has on 22 March 2004 received the approval to establish a subsidiary in Suzhou, PRC
to commence manufacturing operations in Suzhou, PRC. The manufacturing plant is expected to
be operational by the first half of 2005. This would allow us to tap on the increasing concentration
in PRC of OEMs/MNCs, particularly in the electronics industry, as well as in the
pharmaceutical/medical equipment and supplies industry. Our planned manufacturing facility in
Suzhou will put us in close proximity to our existing customers and will enable us to generate new
customers in PRC. Approximately $3.5 million from the net proceeds of the Invitation will be used
to finance the setting up of the new manufacturing plant in PRC. The funds will be used mainly for
the acquisition of plant and machinery and for renovation works to the plant premises which will be
leased. The new manufacturing plant is expected to increase our Group’s production capacity by
approximately 34% over the following two to three years, depending on market conditions and
customers’ requirements.
(2) Expansion of existing markets and development of new markets for our products
Customers in the electronics industry accounted for 90.3% of our revenue in FY2003. While the
electronics industry will continue to be the main market for our products, we will endeavour to
make further inroads into the pharmaceutical/medical equipment and supplies, and chemical
industries. Furthermore, we believe there exists a market for our products in other industries such
as food and beverage, logistics and retail. We will continue to market our products to other
industries as and when the opportunity arises and when it is economically feasible so as to
generate growth for our Group. We will also increase our marketing efforts for our products with
specific features such as security and RFID.
(3) Expansion through acquisitions or strategic partnerships

Where opportunities arise, we will expand our capabilities and business through acquisitions,
strategic partnerships and/or joint ventures with other manufacturers which can add value to our
business by allowing us to have greater involvement in businesses on which our present business
is reliant.
69
GOVERNMENT REGULATIONS
We are subject to all relevant laws and regulations of Singapore, the Philippines and Thailand where our
Company and subsidiaries operate. We identify the main laws and regulations that affect our operations
and the relevant regulatory bodies as follows.
Singapore
Factories Act
Premises used as factories in Singapore are required to be registered under the Factories Act. The
Occupational Safety Department of the Ministry of Manpower is responsible for the registration of
factories. Applications for registration are made to the Chief Inspector of Factories who will issue a
permit to the occupier on being satisfied that the premises are suitable for use as a factory. The permit is
valid for a period of one year and may be renewed on payment of the prescribed fees. If the premises
have become unfit for occupation as a factory, the Chief Inspector of Factories may issue a notice to the
occupier to comply with such requirements as may be specified in the notice. If the occupier fails to
comply with the requirements in the notice, the registration of the premises may be revoked. Besides
providing for the registration of factories, the Factories Act also prescribes the standards which must be
observed for the safety, health and welfare of persons employed in a factory and the penalties for
contravening or failing to comply with the standards.
Our factories at 6 Loyang Way 4, Singapore 507605 and 10 Loyang Drive, Singapore 508940 are
registered under the Factories Act and the expiry date for both of our current provisional factory permits
is 31 December 2004.
To the best of our knowledge, our Company and Adampak Screen have not encountered any violation of
all the abovementioned legislations.
Philippines
The use, occupancy and maintenance of buildings and other structures, including machineries and
equipment are governed, in general, by the National Building Code and Republic Act No 4850 as
amended. In the case of plants or factories of export enterprises located in Special Economic Zones
registered with the Philippines Economic Zone Authority (PEZA), their use, occupancy and maintenance
are, additionally, regulated by Republic Act No. 7916 and its implementing rules and regulations.
Adampak (Philippines) is in full compliance with those laws and rules not only with respect to the plant
and building it uses in its current operations but also with respect to its machineries and mechanical,
electrical and communication equipment thereof. Adampak (Philippines) was issued requisite permits to
operate its mechanical, electrical and communication equipment and its machineries by the building
official of the Philippines Economic Zone Authority (PEZA) pursuant to the provisions of the National
Building Code and the Republic Act No. 7916 and its implementing rules. As required under Section 4
of Republic Act No. 4850 as amended by Presidential Decree No. 813 and Executive Order No. 927, the
operation of Adampak (Philippines) at its plant site at Carmelray Industrial Park II, Brgy. Punta, Calamba,
Laguna was issued a clearance certificate by the Pollution Control Division and General Manager of the
Laguna Lake Development Authority, which is the agency tasked with implementing and enforcing the
abovementioned law.
To the best of our knowledge, Adampak (Philippines) has not encountered any violation of all the
abovementioned legislations.
Thailand
Industrial Estate Act, 1979 (“Industrial Estate Act”)
Factories Act, 1992 (“Factories Act”)
Adampak (Thailand)’s factory is located in Hitech Industrial Estate which is a private industrial estate run
by the Industrial Estate Authority of Thailand (“IEAT”). The design and construction of related
infrastructure in the Estate are under the direction, inspection and approval of the IEAT.
70
The Secretary of the IEAT has been authorized by Section 10 of the Industrial Estate Act to approve and
permit projects located in the industrial zones in order that the construction of factories, the installment of
machinery and all changes in factories conform with the City Plan Act, the Factories Act, the Building
Control Act and the Environment Protection Act. Compliance with all of the said laws shall be made by
the certification of accepted professionals in related fields, and the inspection of IEAT before approval is
granted.
Adampak (Thailand) holds a factory license issued on 28 January 2003 by the IEAT under the Factories
Act and the Industrial Estate Act. This License is valid for five years from the date of issue. The license
is renewable on or before its expiration with the IEAT by submitting the documents relating to machinery
and workers in the factory together with the latest factory license and payment of a renewal fee. The
consideration on approval of the renewal of the factory license shall be made within 90 days upon
completion of the documents. In the event that the company notifies the IEAT of the renewal of the
factory license after its expiration date but not later than 60 days after the expiration, the company shall
be liable for a fine amounting to 20% of the renewal fee.
Under the Factories Act, the director, manager or person responsible for carrying on a manufacturing
business without permission shall be liable for imprisonment of not more than two years or the company
shall be liable for a fine not more than THB200,000.
Labour Law
Adampak (Thailand) is subject to Thai labour legislation, in particular, the Civil and Commercial Code on
Contracts Relating to the Hire of Services, Sections 575 through 586, the Labour Protection Act, 1998,
the Labour Relation Act 1975, the Social Security Act 1990 and the Compensation Act 1994. The
Ministry of Labour and Social Welfare are in charge of the enforcement of all labour laws and performing
labour inspections throughout the country.
According to the above legislations, Adampak (Thailand) is required to comply with the strategies
provided, i.e., preparation of work regulations, maintaining a register of employees in the Thai language
with documents pertaining to the payment of wages, overtime, holidays and overtime on holidays.
Compensation Act of 1994

An employee of Adampak (Thailand) who is injured, or becomes ill or dies as a result of or during the
performance of work, may claim compensation from the Workmen’s Compensation Fund to which
Adampak (Thailand) must make contributions at the rates prescribed by law.
Compensation benefits can be grouped into four categories: the compensation amount, medical
expenses, work rehabilitation expenses and funeral expenses. The payment of compensation benefits
will be made in accordance with the criteria and rates prescribed by law depending on the seriousness of
the case. Monthly payment of compensation shall be made to an employee who is unable to work
continuously for more than six days, or has lost an organ, or has become disabled or dies. Work
rehabilitation expenses will be paid as necessary according to criteria, procedures and rates prescribed
by law.
The Social Security Act of 1990

All employees of Adampak (Thailand) must be registered under the Social Security Fund (the “Fund”) to
which the employees and Adampak (Thailand) must make an equal contribution at the rate prescribed by
law. Employees may claim compensation from the Fund in cases of injury or illness, disability or death
which are not work-related, and in cases of child delivery, child welfare, old age pension and
unemployment.
To the best of our knowledge, Adampak (Thailand) has not encountered any violation of all the
abovementioned legislations.
71
The following selected consolidated financial information should be read in conjunction with the full text of
this Prospectus, including the “Audited Consolidated Financial Statements for the Financial Years Ended
31 December 2001, 2002 and 2003” set out in Appendix B of this Prospectus and the related notes. Our
financial statements are prepared and presented in accordance with Singapore Financial Reporting
Standards. This discussion contains forward-looking statements that involve risks and uncertainties. Our
actual results may differ from those projected in the forward-looking statements. Factors that might
cause future results to differ significantly from those projected in the forward-looking statements include,
but not limited to, those discussed below and elsewhere in this Prospectus, particularly in “Risk Factors”.
OVERVIEW
Revenue
Our primary activities are manufacturing of labels, seals and other die-cut components, ranging from
information labels, blank labels and bar code labels, produced according to our customers’ specifications.
Our manufacturing operations also include die-cut products for electronic, telecommunication and other
equipment. Revenue is recognised when goods are delivered to customers. Our sales cycle from the
confirmation of customers’ orders to final delivery of goods ranges from seven days to three months, with
approximately more than 80% of the orders being fulfilled within a month of receipt of the orders. For
some customers, our products are stored at their or a third party premises. In such cases, revenue is
recognised only when our products are requisitioned and delivered to our customers.
Our revenue grew continuously from FY2001 to FY2003. Sales from manufacturing of labels, seals and
other die-cut components is the main contributor to our revenue, contributing 94.1%, 96.2% and 96.9% of
our revenue for FY2001, FY2002 and FY2003 respectively and our remaining revenue is derived from
trading activities. Revenue from trading activities is derived mainly from trading of thermal transfer
ribbons and printer heads. These are sold to our customers to enable them to print additional information
on the information labels or blank labels.
In FY2003, 43.2% and 20.3% of our revenue were derived from customers based in Singapore and PRC
respectively. We derived the rest of our revenue mainly from other Asian countries such as Malaysia, the
Philippines and Thailand.
Factors affecting our revenue include the following:-
(i) the market conditions and growth of the industries which we serve, in particular, the electronics
industry. Our major customers are Seagate, HP, Western Digital and Maxtor. Our sales to these
customers accounted for 68.2% of our FY2003 revenue. Hence, we are dependent on the level of
manufacturing activities in the local and global electronics industries;
(ii) our ability to secure new businesses and customers in other industries and countries. Please refer
to the section “Risk Factors” beginning on page 29 of this Prospectus for further details;
(iii) quality of our products. If we are unable to deliver products of the standards required by our
customers, we will lose our subsequent business contracts with them;
(iv) our ability to retain existing customers. If we are unable to meet their expectations in our services,
quality, timeliness in delivery, price and investment in new equipment and facilities for their needs,
we will not be able to continue to secure business from our existing customers;
72
(v) our ability to stay competitive. We face keen competition from existing and prospective competitors
which may affect the volume of sales that we are able to generate as well as exert downward
pressure on the pricing;
(vi) price erosion of the end-products which utilise our labels, seals and other die-cut components. Due
to keen market competition and the gradual maturity of each end-product, we experience price
erosion over the life cycle of a product model. As the end-products mature, the selling price of the
products tend to decrease; hence the selling price of our products may correspondingly decrease.
This will result in us recording lower revenue even if sales volume of labels, seals and other die-cut
components increases; and
(vii) fluctuations in foreign currencies. Our sales are mainly denominated in USD, SGD and THB. For
example, the depreciation of the USD against SGD will result in a lower revenue being reported
upon translation of USD denominated revenue to SGD.
Cost of Sales
Audited
FY2001 FY2002 FY2003
$’000 % $’000 % $’000 %
Material costs 13,147 69.4 17,715 71.0 18,759 71.3

Labour costs 2,849 15.0 3,623 14.6 3,816 14.5
Factory overheads 2,950 15.6 3,600 14.4 3,741 14.2
Total 18,946 100.0 24,938 100.0 26,316 100.0
Direct materials constitute the main portion of our cost of sales. Material costs constituted approximately
an average of 70.6% of our total cost of sales for the past three financial years from FY2001 to FY2003.
Label stocks, the major component of our raw materials, are sourced from our customer-approved list of
suppliers and constituted about 58.9%, 58.3% and 61.8% of our cost of sales in FY2001, FY2002 and
FY2003 respectively. Material costs also include provision for stock obsolescence, toolings and sub-
contract charges. The major factors which may affect our direct material costs include the type of
materials specified by our customers, quantity levels, production order levels, prices of these materials,
trade terms specified by our suppliers and foreign currency fluctuations. Over the past three financial
years ended 31 December 2003, we have generally not observed any significant fluctuations in the
prices of our materials.
Labour costs comprise wages, CPF and bonus paid to production personnel. These costs are dependent
on the availability of labour in the job market, the qualifications and experience of workers hired, charges
imposed by the authorities (for example, the employers’ contribution to CPF and foreign workers’ levy),
the number of workers employed, labour hours charged and level of salaries and wages.
Factory overheads include depreciation of property and plant and equipment, utility charges, factory
rentals and expenses, repair and maintenance expenses, and other factory related costs. Depreciation
of plant and equipment is affected by additional capital expenditure for plant and equipment. Other
factory overheads are primarily affected by the scale of production/operations and the prices/rates of
these expense items.
Other Operating Income

Other operating income comprises mainly cash discounts from our suppliers as we had purchased raw
materials on cash terms instead of on credit, amortisation of negative goodwill arising from the
acquisition of our subsidiary, Adampak Screen, net foreign exchange gain, gain on disposal of plant and
equipment, reversal of provision for doubtful trade debts and interest income.
73
Operating Expenses
Our operating expenses comprise distribution and selling expenses, administrative expenses, and other
operating expenses.
(i) Distribution and selling expenses, constituting 39.1%, 38.2% and 42.2% of our total operating
costs for FY2001, FY2002 and FY2003 respectively, comprise mainly salaries of our marketing
and customer support personnel, transport and delivery costs, and maintenance costs of motor
vehicles.
(ii) Administrative expenses, constituting 58.3%, 53.9% and 52.2% of our total operating costs for
FY2001, FY2002 and FY2003 respectively, comprise mainly salaries paid to our administrative
staff, directors’ remuneration, depreciation charges, travelling expenses and other miscellaneous
expenses.
(iii) Other operating expenses, constituting 2.6%, 7.9% and 5.6% of our total operating costs for
FY2001, FY2002 and FY2003 respectively, comprise mainly net foreign exchange losses,
provision for doubtful trade debts, entertainment and bank charges.
Our operating expenses are mainly incurred in SGD for our operations in Singapore, and PHP and THB
for our subsidiaries in the Philippines and Thailand respectively.
Finance Costs
Finance costs pertain to interest expenses payable on our obligations under hire purchase arrangements
and interest expenses on the use of interest bearing banking facilities such as our term loan and
overdraft facilities. These expenses are dependent on the outstanding borrowings and interest rates
charged by various financial institutions, which ranged from approximately 3.75% per annum to 6.375%
per annum from FY2001 to FY2003.
Taxation
Our Company, subsidiaries and associated companies, which operate in Singapore, the Philippines,
Thailand, PRC and Malaysia, are taxed in accordance with the respective countries’ prevailing tax rates.
Our subsidiary in the Philippines, registered with the Philippines Economic Zone Authority (PEZA) as a
non-pioneer enterprise engaging in the printing of adhesive labels for the electronics industry, is entitled
to an income tax holiday for four years commencing June 2000. Our subsidiary in Thailand is entitled to
a seven-year exemption from corporate income tax, commencing from the date when revenue is first
derived. The exemption commenced in FY2002 as our first revenue was derived in FY2002. One of our
associated companies has been granted reinvestment allowances tax incentives under Section 7A of the
Income Tax Act, 1967 of Malaysia. Adampak (Tianjin) shall, commencing the first year in which it
generates profit, be exempted from state income tax in the first and second years and enjoy 50%
exemption in the third to fifth years thereafter. Thus, the tax charges for our Group may differ from the
amount determined by applying the applicable statutory income tax rates to the profit before tax of the
respective companies in our Group due to the various income tax holidays and exemptions, as well as
expenses which are not allowable for tax purposes, tax exemption and utilisation of investment
allowances granted to an associated company.
REVIEW OF RESULTS OF OPERATIONS

By Business Activities
Our main business segment is the manufacturing of labels, seals and other die-cut components, which
contributed 94.1%, 96.2% and 96.9% to our revenue in FY2001, FY2002 and FY2003 respectively. On
request by our customers, we also supply raw materials such as label stocks, thermal transfer ribbons
and printer heads to them. As revenue from our trading operations does not form a significant portion of
our total revenue, and the products involved in the two segments are substantially similar, a
segmentation of our revenue and profit derived from our manufacturing and trading operations will not be
meaningful.
74
By Geographical Regions
For the purpose of discussion, we have segmented our revenue (in dollar and percentage terms) by
geographical regions for the last three financial years ended 31 December 2003 in the following manner:-
(i) our revenue is segmented based on the operational localities of our customers. In line with our
business strategy, we have classified the geographical regions into six regions, namely Singapore,
Malaysia, PRC, the Philippines, Thailand and Others (which include mainly Indonesia, India,
Taiwan and USA). Allocation of general costs such as administrative costs, distribution costs and
depreciation which are pooled and used to serve all our customers are not segmented as we do
not track the allocation of our cost of sales and operating costs by geographical regions of our
customers and any attempt to match these expenses to sales to the various geographical regions
of our customers may not be meaningful; and
(ii) our revenue, gross profit and gross profit margin are segmented based on the operational localities
of our Group.
By Geographical Localities of our Customers

Revenue
Audited
FY2001 FY2002 FY2003
$’000 % $’000 % $’000 %
Singapore 14,251 58.2 16,487 51.0 15,635 43.2

Malaysia 3,532 14.4 4,624 14.3 4,190 11.6
PRC 2,346 9.6 5,536 17.1 7,368 20.3
Philippines 2,761 11.3 3,615 11.2 4,409 12.2
Thailand 598 2.4 1,237 3.9 3,752 10.4
Others 1,014 4.1 812 2.5 860 2.3
Total 24,502 100.0 32,311 100.0 36,214 100.0
By Geographical Localities of our Group

Revenue
Audited
FY2001 FY2002 FY2003
$’000 % $’000 % $’000 %
Singapore 21,772 88.9 28,052 86.8 28,681 79.2

Philippines 2,730 11.1 3,614 11.2 4,327 11.9
Thailand – – 645 2.0 3,206 8.9
Total 24,502 100.0 32,311 100.0 36,214 100.0
75
Gross Profit
Audited
FY2001 FY2002 FY2003
$’000 % $’000 % $’000 %
Singapore 4,904 88.3 7,086 96.1 8,472 85.6

Philippines 652 11.7 735 10.0 907 9.2
Thailand – 0.0 (448) (6.1) 519 5.2
Total 5,556 100.0 7,373 100.0 9,898 100.0
Gross Profit Margin

Audited
FY2001 FY2002 FY2003
% % %
Singapore 22.5 25.3 29.5

Philippines 23.9 20.3 21.0
Thailand – (69.5) 16.2
Group 22.7 22.8 27.3
FY2001 to FY2002
Revenue
Revenue for FY2002 increased by $7.8 million, or 31.9%, from $24.5 million in FY2001 to $32.3 million in
FY2002. The increase was attributable to the increase in our manufacturing activities driven primarily by
an overall increase in demand for our labels, seals and other die-cut components from our major
customers in the high-end hard disk drive sector in most geographical regions. This was partly offset by
a decrease in sales to Adampak (Penang), one of our associated companies in Malaysia, from $0.8
million in FY2001 to $0.2 million in FY2002.
By geographical localities of our customers, sales to Singapore, Malaysia, PRC, the Philippines and
Thailand increased.
Gross Profit
Our gross profit increased by 32.7% from $5.6 million in FY2001 to $7.4 million in FY2002 due mainly to
higher revenue. Gross profit margin increased marginally from 22.7% in FY2001 to 22.8% in FY2002.
Notwithstanding the higher revenue in FY2002 which would typically give rise to economies of scale,
gross profit and gross profit margin were affected by initial operating losses incurred by our subsidiary in
Thailand, which commenced operations in April 2002. In addition, the gross profit margin for our
subsidiary in the Philippines also declined from 23.9% in FY2001 to 20.3% in FY2002 due largely to
higher costs of raw materials imported from Singapore and denominated in SGD, as a result primarily of
the depreciation of PHP against SGD.

Other operating income decreased from $0.7 million in FY2001 to $0.3 million in FY2002 due mainly to a
$0.3 million net gain on foreign exchange in the previous year and lower gain on disposal of plant and
equipment of $0.2 million partly offset by a higher cash discount received from suppliers of $0.1 million.
76
Operating Expenses
Operating expenses increased by approximately $1.5 million, or 32.1%, from $4.8 million in FY2001 to
$6.3 million in FY2002 due mainly to the following:-
a) An increase in distribution and selling expenses of $0.5 million due mainly to an increase in
revenue-related expenses of $0.3 million, comprising sales commission, freight charges and
handling and storage fees, and distribution expenses of our subsidiary in Thailand.
b) An increase in administrative expenses of $0.6 million due primarily to increase in directors’

remuneration and employees’ salaries as a result of increased headcount in Singapore. In addition,
higher bonuses were paid as a result of higher revenue. Higher travelling expenses and operating
expenses of our subsidiary in Thailand also contributed to the increase in administrative expenses.
c) An increase in other operating expenses of $0.4 million attributable mainly to foreign exchange
losses as a result of the depreciation of USD, PHP and THB against SGD.
Finance Costs
Finance costs increased by $66,000, or 41.8%, from $158,000 in FY2001 to $224,000 in FY2002 due
mainly to higher utilisation of bank overdraft facilities required for trade financing as a result of increased
purchases of label stocks.
Profit Before Taxation

Profit before taxation decreased by 5.5% from $2.0 million in FY2001 to $1.9 million in FY2002 due
mainly to a net loss of approximately $973,000 incurred by our subsidiary in Thailand, partly offset by
higher profit from Adampak and higher contribution from associated companies. The increase in income
from associated companies was due mainly to the increase in our effective equity interest in Adampak
(Penang) from 25% to 50% on 31 December 2001.
Taxation
Our tax charge for FY2002 increased from $0.2 million in FY2001 to $0.7 million in FY2002 despite a
minor decrease in profit before taxation as explained above. The increase in tax charge was mainly due
to the increase in profit before taxation of Adampak which increased by 102.9%, from $1.2 million in
FY2001 to $2.4 million in FY2002 and a deferred tax adjustment pertaining to prior years, which reduced
the tax expense for FY2001.
FY2002 to FY2003
Revenue
Revenue for FY2003 increased by $3.9 million, or 12.1%, from $32.3 million in FY2002 to $36.2 million in
FY2003. The increase was due mainly to the full financial year’s contribution from our subsidiary in
Thailand as compared with nine months for FY2002 (from April to December). In FY2003, our revenue
from our subsidiary in Thailand was approximately $3.2 million as compared to approximately $0.6 million
in FY2002, representing an increase of $2.6 million. In addition, sales mainly to our major customers in
the high-end disk drive sector increased, partly offset by a decrease in sales to a major customer for
their computer and peripheral products.
By geographical localities of our customers, sales to PRC, Thailand and the Philippines increased whilst
sales to Singapore and Malaysia decreased due partly to increasing concentration of the production
activities of some of our customers to other countries.
77
Gross Profit
Our gross profit increased by 34.2% from $7.4 million in FY2002 to $9.9 million in FY2003 due mainly to
higher revenue and higher gross profit margins. Gross profit margin increased from 22.8% in FY2002 to
27.3% in FY2003 due mainly to positive gross profit contribution from our subsidiary in Thailand, ie from
$0.4 million gross loss in FY2002 to $0.5 million gross profit in FY2003 and improved contribution from
Adampak. These resulted from lower overall overhead percentage from increased scale economies,
better margins from new product designs/material specifications, more volume purchase discounts on the
raw materials and lower cost of raw materials. The lower cost of raw materials in FY2003 was due
mainly to the switching in the denomination of some purchases from SGD to USD during FY2002 at a
favourable exchange rate and the depreciation of USD rate against SGD.

Other operating income increased marginally by $62,000 due mainly to higher cash discounts received
from suppliers in FY2003.
Operating Expenses
Operating expenses increased marginally by approximately $0.1 million, or 1.9%, from approximately
$6.3 million in FY2002 to approximately $6.4 million in FY2003 due mainly to the following:-
a) An increase in distribution and selling expenses of $0.3 million. Revenue-related expenses,

comprising mainly sales commission, freight charges and upkeep of motor vehicles, increased
correspondingly with higher revenue in FY2003. This increase was partly offset by a decrease in
travelling expenses in FY2003 due to travel restrictions as a result of the SARS outbreak in
FY2003.
b) Administrative expenses remained relatively constant at $3.4 million for FY2002 and FY2003.
c) A decrease in other operating expenses of $0.1 million due mainly to decrease in net foreign
exchange loss of $0.1 million as a result primarily of the appreciation of THB against SGD in
FY2003.
Finance Costs
Finance costs remained relatively constant at $0.2 million for FY2002 and FY2003.
Profit Before Taxation

Profit before taxation increased from $1.9 million in FY2002 to $5.2 million in FY2003 due mainly to a
substantial reduction in net loss before taxation of our subsidiary in Thailand and higher contribution of
profits from associated companies.
Taxation
Our tax charge increased from $0.7 million in FY2002 to $1.1 million in FY2003 due mainly to the
increased profit before taxation, hence incurring higher taxation. Effective tax rate for Adampak was
higher at an approximate 25.1% for FY2003 as compared to approximately 23.9% for FY2002 due mainly
to expenses not deductible for tax purposes. However, overall effective tax rate decreased to an
approximate 22.1% in FY2003 from 36.6% in FY2002 due mainly to higher profit before tax because of
an improvement in the results of our subsidiary in Thailand.
78
REVIEW OF FINANCIAL POSITION

A review of our financial position is provided below.
Property, Plant and Equipment

Property, plant and equipment comprise leasehold factory buildings, plant and equipment, motor vehicles
and renovations. They are stated at cost or valuation, less accumulated depreciation. Depreciation is
provided on all property, plant and equipment calculated to write-off the cost or valuation over their
estimated useful lives by the straight-line method.
The net book value of our property, plant and equipment increased by $0.6 million from $11.9 million as
at 31 December 2001 to $12.5 million as at 31 December 2002. The increase was attributable to the
acquisition of additional plant and machinery mainly for our subsidiary in Thailand which amounted to
$0.9 million, construction of “clean room” facilities and acquisition of new plant and equipment in our
Singapore factory totalling $1.6 million, and acquisition of new motor vehicles of $0.3 million. The said
increases were partly offset by depreciation charges of $2.2 million.
Our property, plant and equipment decreased by $1.7 million from $12.5 million as at 31 December 2002
to $10.8 million as at 31 December 2003. This was attributable primarily to depreciation charges of $2.2
million, partially offset by purchase of additional machinery and equipment and other assets amounting
to $0.6 million, mainly for our plants in Singapore and Thailand.
Investments in Associated Companies

Investments in associated companies comprise our investments in unquoted equity shares of Adampak
(Penang) and Adampak (KL), which are stated at cost, and our share of their profits, less dividends
received by our Company.
Investments in associated companies increased from approximately $4.4 million as at 31 December 2001
to approximately $6.2 million as at 31 December 2003 due mainly to contribution of profits from the
associated companies.
Negative Goodwill
Negative goodwill represents the excess of the fair value of identifiable net assets of subsidiary when
acquired over the fair value in consideration given. We recorded a negative goodwill of approximately
$333,000 as at 31 December 2001 arising from our acquisition of Adampak Screen on the same date.
Negative goodwill decreased to approximately $267,000 as at 31 December 2003 due to yearly
amortisations.
Current Assets
Our current assets comprise mainly trade debtors, cash and bank balances, stocks and other debtors
and prepayments. Trade debtors form the bulk of our current assets and accounted for 49.4% as at 31
December 2003.
Our current assets increased by $2.9 million from $11.7 million as at 31 December 2001 to $14.6 million
as at 31 December 2002 due mainly to an increase in trade debtors of $1.0 million, which was in line
with the higher revenue in FY2002, and an increase in cash and bank balances of $1.6 million as a result
of higher utilisation of our overdraft facilities by $1.9 million. In addition, our stocks showed a marginal
increase of $0.1 million due to greater efforts in inventory management.
Our current assets increased by $1.9 million from $14.6 million as at 31 December 2002 to $16.5 million
as at 31 December 2003 due mainly to an increase in trade debtors of $1.1 million which was in line with
the higher revenue in FY2003, and an increase in cash and bank balances of $0.8 million due primarily
to higher cash flows generated from operations.
79
Current Liabilities
Our current liabilities include mainly trade creditors, current portion of a bank loan and overdraft,
provision for taxation, current portion of obligations under hire purchase contracts, and other creditors
and provisions (which include advances from our current directors, Messrs George Chua Hook Beng and
Anthony Tay Song Seng, and our former director, Mr Soh Chun Seng (“Directors Advances”)). Trade
creditors and current portion of a bank loan and overdraft accounted for 37.2% and 24.5% of total current
liabilities as at 31 December 2003 respectively. Our trade creditors comprise mainly label stocks
suppliers.
Our current liabilities increased by $2.9 million from $5.6 million as at 31 December 2001 to $8.5 million
as at 31 December 2002. The increase was largely due to higher usage of bank overdraft facilities from
$0.5 million as at 31 December 2001 to $2.4 million as at 31 December 2002, Directors Advances
outstanding of $0.4 million, as well as higher hire purchase obligations of $0.3 million for plant and
equipment for our Singapore plant. The increased overdraft facilities were mainly utilised to finance the
operations of our overseas subsidiaries. Part of the overdraft facilities as well as the Directors Advances
were utilised for partial payments for the acquisition of Adampak Screen in FY2001.
Our current liabilities decreased by $1.3 million from $8.5 million as at 31 December 2002 to $7.2 million
as at 31 December 2003. This decrease was due primarily to a reduction in our bank overdraft balances
by $0.8 million as we used cash generated from operations instead of borrowings, a reduction in trade
creditors of $0.4 million following a decrease in the volume of purchases on credit terms in FY2003 and
payment of the aforesaid Directors Advances of $0.4 million. These decreases were partly offset by an
increase in tax provision of $0.5 million due to higher taxable profits in FY2003.
Non-Current Liabilities
Non-current liabilities comprise non-current portions of a bank loan and hire purchase obligations and
deferred taxation. A 15-year term loan was taken in 1997 to finance the purchase of our property at No.
6 Loyang Way 4 Singapore 507605. Hire purchase creditors pertain to the purchase of plant and
equipment and motor vehicles. Deferred taxation is due to temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts. These differences arise because the period in
which some items of revenue and expense included in taxable income do not coincide with the period in
which they are included in the accounting income.
Non-current liabilities increased by $0.6 million from $2.8 million as at 31 December 2001 to $3.4 million
as at 31 December 2002 due mainly to additional hire purchase financing on plant and equipment for our
Singapore plant. Deferred taxation decreased by $0.2 million.
Non-current liabilities decreased by $0.9 million from $3.4 million as at 31 December 2002 to $2.5 million
as at 31 December 2003. The decrease was primarily due to the reclassification of our hire purchases
and the bank loan from non-current liabilities to current liabilities for the portions repayable within 12
months.
Shareholders’ Equity
Our shareholders’ equity increased by $4.3 million from $19.2 million as at 31 December 2001 to $23.5
million as at 31 December 2003 due mainly to net profits earned. Although we have been profitable, our
retained profits decreased from $16.0 million in FY2001 to $15.9 million in FY2003 due mainly to
dividends paid or proposed.
LIQUIDITY AND CAPITAL RESOURCES

Our sources of cash comprise mainly cash generated from our operations, external borrowings from
financial institutions, credit extended to us by our suppliers and Directors Advances. Our principal
applications of cash are purchases of raw materials, capital expenditures and operating expenses, such
as distribution, administrative and interest expenses.
80
As at 31 December 2003, total external borrowings for our Group amounted to $4.7 million, comprising
bank overdraft facilities of $1.7 million, a term loan outstanding of $1.2 million and hire purchase
obligations outstanding of $1.8 million.
As at the Latest Practicable Date, we have outstanding term loan of $1.1 million and hire purchase
obligations of $1.4 million. In addition, we have revolving credit facilities from banks of $5.3 million
comprising bank overdrafts of $3.3 million, revolving credit facility/multi-trade line of $1.5 million and trade
financing of $0.5 million. Please refer to “Capitalisation and Indebtedness” beginning on page 46 of this
Prospectus for details of our bank borrowings.
Based on our shareholders’ equity of $23.5 million as at 31 December 2003, our bank gearing (defined
as a ratio of total bank borrowings including hire purchase contracts to shareholders’ equity) stood at 0.2
times. We have been able to service our loan repayment commitments on a timely scheduled basis.
As at the Latest Practicable Date, our cash and cash equivalents amounted to approximately $4.2
million, which includes a fixed deposit balance of THB200,000 (approximately $8,000). As such, our
Directors are of the opinion that, after taking into account the present banking facilities, our cash and
cash equivalents and net cash to be generated from operating activities, we have adequate working
capital for our current operations.
Summary of Cash Flows
FY2001 FY2002 FY2003

$’000 $’000 $’000
Net cash generated from operating activities 2,696 2,628 3,891

Net cash used in investing activities (2,257) (2,317) (602)
Net cash used in financing activities (1,115) (600) (1,555)
Net increase/(decrease) in cash and cash equivalents (676) (289) 1,734

Cash and cash equivalents at beginning of financial year 1,929 1,257 952
Effect of exchange rates on balances held in foreign currencies 4 (16) (200)
Cash and cash equivalents at end of financial year 1,257 952 2,486
FY2001
Operating profit before working capital amounted to $3.1 million in FY2001. As a result of a decrease in
trade and other payables of $0.5 million and tax paid of $1.1 million partly offset by a decrease in trade
and other receivables of $1.2 million, net cash generated from operating activities was $2.7 million.
The net cash used in investing activities was $2.3 million. The funds were mainly used for the purchase
of new plant and equipment amounting to $1.8 million as we increased our production capacity, as well
as a partial payment of $0.7 million for the acquisition of our subsidiary, Adampak Screen. This was
partially offset by proceeds from sale of plant and equipment amounting to $0.3 million.
Cash outflow from financing activities of $1.1 million was mainly due to the payment of dividends of
$0.3 million, repayment of bank loan and hire purchases of $89,000 and $0.5 million respectively, as well
as interest payments of $0.2 million.
FY2002
Operating profit before working capital amounted to $4.0 million in FY2002. As a result of an increase in
trade and other receivables of $1.6 million, an increase in stock of $0.1 million and tax paid of $0.3
million partly offset by an increase in trade and other payables of $0.6 million, net cash generated from
operating activities was $2.6 million.
81
The net cash used in investing activities amounted to $2.3 million due primarily to the purchase of
additional plant and equipment amounting to $1.9 million. Furthermore, a partial payment of $0.5 million
was made in FY2002 for the acquisition of Adampak Screen which was acquired in FY2001 with about
$0.2 million outstanding balance as at 31 December 2002.
The net cash used in financing activities amounted to $0.6 million. This was due mainly to repayments of
hire purchases of $0.7 million for both existing and new plant and equipment, interest payments of $0.2
million and dividend payment of $0.4 million, partially offset by refinancing of plant and equipment
purchased in FY2001.
FY2003
Operating profit before working capital amounted to $6.3 million in FY2003. As a result of an increase in
trade and other receivables of $1.3 million, a decrease in trade and other payables of $0.6 million and tax
paid of $0.4 million, net cash generated from operating activities was $3.9 million.
The net cash used in investing activities amounted to $0.6 million in FY2003 due mainly to purchases of
plant and equipment of $0.5 million and balance payment for the acquisition of Adampak Screen
acquired in FY2001 of $0.2 million, partly offset by the proceeds from the disposal of plant and
equipment of $0.1 million.
The net cash used in financing activities amounting to $1.6 million was due mainly to repayments of hire
purchases and a bank loan of $0.9 million and $0.1 million respectively, dividend payment of $0.4 million
and interest payments of $0.2 million.
INFLATION
For the last three financial years ended 31 December 2003, inflation had generally not had a material
impact on our financial performance.
FOREIGN EXCHANGE EXPOSURE

We maintain USD, THB, PHP and JPY bank accounts for our business. Foreign currency monetary
assets and liabilities are reported in the reporting currency of our Company and the reporting currencies
of our subsidiaries at the exchange rates as at the balance sheet date. All exchange gains and losses
adjustments are dealt with in the income statement. Depending on the amount of monetary assets and
liabilities denominated in foreign currencies, any fluctuations of SGD against these foreign currencies will
result in exchange gains or losses.
Our foreign exchange gain or loss for the last three financial years ended 31 December 2003 are as
follows:-
FY2001 FY2002 FY2003
Net foreign exchange gain/(loss) ($’000) 343 (359) (206)

Percentage of Group profit before taxation and income
from associated companies (%) 26.4 (32.9) (5.8)
In general, our Group was in net USD receivable position for the past three financial years ended 31
December 2003. The net foreign exchange gains in FY2001 were primarily attributable to the
appreciation of USD against SGD, while the net foreign exchange losses in FY2002 were due to the
depreciation of USD against SGD. In FY2003, we incurred foreign exchange losses due mainly to the
depreciation of USD against SGD, partly offset by appreciation of THB against SGD.
Currently, we do not have a hedging policy. We will continue to monitor our foreign exchange exposure in
future and will consider hedging any material foreign exchange exposure should the need arise.
82
Transaction Exposures
The following table sets out the percentage breakdown of our revenue and purchases and operating
expenses in the various currencies for the last three financial years ended 31 December 2003:-
Purchases and
Revenue Operating Expenses
$ US$ THB $ US$ THB
(%) (%) (%) (%) (%) (%)
FY2001 35.0 64.2 – 86.1 6.9 0.1

FY2002 18.7 78.5 2.0 52.6 37.5 2.8
FY2003 15.4 74.6 8.9 39.5 48.1 5.2
The currency in which our revenue is received is dependent on the currency in which our customers are
billed. Correspondingly, we would try to make our purchases in the same currency which we bill our
customers whilst considering other relevant supply factors such as timing, availability, efficiency, costs
and preference for certain supply sources. Our foreign currency exchange risk arises mainly from foreign
currency denominated revenue and purchases and operating expenses. While there is a certain extent of
natural hedge between revenue receipts and purchases and disbursements of operating expenses, we
could incur net foreign exchange losses should THB and, in particular, USD have any significant adverse
fluctuations against SGD. The different exchange rates prevailing at the time of the purchases and sales
and the payment for the purchases and receipt of our sales proceeds respectively may give rise to
foreign currency exposure.
Translation Exposures
We are subject to translation risks as our consolidated financial statements are denominated in SGD
while the financial statements of our overseas subsidiaries are prepared in PHP and THB and those of
our associated companies are prepared in RM and RMB. In the preparation of our consolidated financial
statements, the financial statements of our subsidiaries and associated companies in the relevant
countries are translated from their respective measurement currencies based on the prevailing exchange
rates on the balance sheet dates, except for share capital and reserves which are translated at historical
exchange rates and profit and loss items which are translated at average exchange rates for the relevant
financial years. As such, any significant fluctuations in SGD against the respective foreign currencies will
have an effect on our financial results, including our financial position.
Exchange differences arising from the above translations for the three years ended 31 December 2003
recorded as foreign currency translation reserve as follows:-.
FY2001 FY2002 FY2003

$’000 $’000 $’000
Foreign currency translation reserve gain/(loss) (26) (249) 41
83
DIRECTORS
Our board of Directors is entrusted with the responsibility for our overall management. The names, ages,
addresses and principal occupations of our Directors are listed below:-
Country of
Principal
Name Age Residential Address Residence Position
Chua Cheng Song 55 Block 311 Singapore Chief Executive Officer

Ang Mo Kio Avenue 3
#02-2118
Singapore 560311
George Chua Hook Beng 53 44R Hillside Drive Singapore Regional Business Development
Singapore 549034 Director
Anthony Tay Song Seng 55 27A Poole Road Singapore Executive Director
Singapore 437518
Goh Siang Khin 54 36 Harvey Crescent Singapore Independent Director

Singapore 489399
Teo Kiang Kok 48 11 Hillview Way Singapore Independent Director

Singapore 669182
Lee Joo Hai 48 95 Paya Lebar Crescent Singapore Independent Director

Singapore 536179
Messrs Goh Siang Khin, Teo Kiang Kok and Lee Joo Hai are the Independent Directors of our Company.
Information on the areas of responsibility and working experiences of our Directors are set out below.
Mr Chua Cheng Song is our Chief Executive Officer, responsible for the overall management, strategic
planning and business development of our Group. He has been our Director since 1 August 1998. Mr
Chua Cheng Song joined our Company as Financial Controller in July 1998 and was promoted to Chief
Executive Officer on 8 August 2000. Mr Chua Cheng Song has more than 25 years of experience in
finance, human resource and general management. Prior to joining our Company, Mr Chua Cheng Song
was the Group Accountant of Chemical Industries (FE) Ltd from June 1997 to July 1998. Between
October 1991 and May 1997, Mr Chua Cheng Song was the Director of Finance and Administration of
Sonica Industries Ltd. From 1990 to 1991, he was the Managing Director of FIMAS Management
Services Pte Ltd and from 1980 to 1989, he was an accountant with Sim Lim Co Pte Ltd, the Financial
Controller for Sim Lim Investments Ltd and subsequently an Executive Director with Sim Lim Investments
Ltd. He was also the Finance and Administration Manager of Secura Singapore Pte Ltd from 1978 to
1980. Mr Chua Cheng Song has a Bachelor of Accountancy (Honours) from the then University of
Singapore and is a member of the Institute of Certified Public Accountants of Singapore.
Mr George Chua Hook Beng is our Regional Business Development Director. He has been our Director
since 26 March 1996 and is primarily responsible for the regional marketing of our products and services.
Mr George Chua Hook Beng joined our Company in 1979 as a Sales Manager and on 1 February 2001
he was promoted to Regional Business Development Director. He has accumulated diverse experience in
various aspects of marketing. Prior to joining our Company, Mr George Chua Hook Beng was a sales
executive with Lamipak Industries Pte Ltd. Mr George Chua Hook Beng holds a Diploma in Business
Studies from the then Ngee Ann Technical College.
84
Mr Anthony Tay Song Seng is one of our founders and our Executive Director in charge of our overall
strategic planning, policies and corporate direction. Mr Anthony Tay Song Seng was our Managing
Director from 1979 to 2004. Prior to joining our Company, Mr Anthony Tay Song Seng was a sales
manager with Keith Bray (F.E.) Pte Ltd from 1976 to 1978 and a sales executive with Lamipak Industries
Pte Ltd from 1973 to 1975. Mr Anthony Tay Song Seng has more than 20 years of experience in our
industry.
Mr Goh Siang Khin was appointed our Independent Director on 13 August 2004. He is currently a
partner of Yong Cherng Nan & Co, a public accounting firm in Singapore. Prior to that, he was an
executive director with Goh & Sons Pte Ltd from 1981 to 1985, an accounts and administration manager
with UMW Motor Works Pte Ltd from 1978 to 1981 and an internal auditor with Singapore Airlines
Limited from 1977 to 1978. He has more than 25 years of experience in accounting, auditing and
taxation. Mr Goh Siang Khin obtained his Bachelor of Accountancy (Honours) from the then University of
Singapore. Mr Goh Siang Khin is a Certified Public Accountant of Singapore and is also a fellow of the
Chartered Association of Certified Accountants in England.
Mr Teo Kiang Kok was appointed our Independent Director on 13 August 2004. He is a senior partner of
Shook Lin & Bok, a firm of advocates and solicitors. Mr Teo Kiang Kok has 20 years of experience in
legal practice. He is currently the finance partner and head of corporate finance and PRC practice
groups in Shook Lin & Bok. His main areas of practice are corporate finance, international finance and
securities. In the course of his legal practice, Mr Teo Kiang Kok has advised listed companies
extensively on corporate law and compliance requirements. He obtained his Bachelor of Law (Honours)
from the University of Hull.
Mr Lee Joo Hai was appointed our Independent Director on 13 August 2004. He is currently a partner
in BDO International, a public accounting firm and has 23 years of experience in accounting and
auditing. Mr Lee Joo Hai is a Certified Public Accountant of Singapore and also holds memberships in
the Institute of Chartered Accountants in England and Wales, the Malaysian Institute of Accountants and
the Singapore Institute of Directors. Mr Lee Joo Hai completed a foundation course in accountancy with
Northeast London Polytechnic and passed the Professional Examinations of the Institute of Chartered
Accountants in England and Wales.
None of our Directors is related to one another or to any Substantial Shareholder of our Company.
MANAGEMENT
Our day-to-day operations are entrusted to our Executive Directors who are assisted by a management
team of experienced Executive Officers. The names, ages, addresses and positions of the Executive
Officers are set out below:-
Country of
Principal
Soh Chun Seng 59 Block 702 Singapore General Manager (Operations)

Upper Changi Road East
#03-10
Singapore 486832
Ho Tai Chuan 39 Block 781

Upper Changi Road East Singapore General Manager (Sales)
#07-35
Singapore 486069
Soh Su Fang 34 Block 15 Singapore Administration Manager

Flora Road
#05-03
Singapore 509734
85
Country of
Principal
Kin Boon Lee 38 Block 143 Singapore Management Information Systems

Serangoon Avenue 3 Manager
#15-01
Singapore 556121
Koh Lily 46 Block 718 Singapore Materials Manager

Upper Changi Road East
#03-06 Changi Green
Singapore 486849
Gan Leng Mei 30 Block 29 Singapore Group Accountant

Flora Road
#04-01
Singapore 509742
Martin Tay Teck Chye 40 Block 858 Singapore Sales and Operations Manager
Jurong West Street 81 (Philippines)
#04-566
Singapore 640858
Wong Pui Fong @ 54 Block 65 Singapore General Manager

Wong Pui Hoon Wilkie Road (Thailand)
#04-65
Singapore 228068
Information on the areas of responsibility and working experiences of our Executive Officers are set out
below:-
Mr Soh Chun Seng is our General Manager (Operations). He is responsible for production, quality
control and the development and review of new manufacturing processes and technology of our Group.
Mr Soh Chun Seng joined our Company as a production manager in 1979 and was promoted to
Technical Advisor on 1 February 2001. Subsequently, he was promoted to General Manager
(Operations) in 2003. He has accumulated more than 25 years of experience in various operational
matters. Prior to joining our Company, Mr Soh Chun Seng was a production supervisor with Keith Bray
(F.E.) Pte Ltd from 1974 to 1976.
Mr Ho Tai Chuan is our General Manager (Sales). He joined our company in October 2003 and is
responsible for the development, implementation and evaluation of the marketing strategies of our Group.
Prior to joining our Company, he was with 3M Singapore Pte Ltd from 1993 to 2003, where he started
out as a Sales Engineer and rose to the position of Division Manager responsible for its Tape and
Adhesive Business. From 1991 to 1993, Mr Ho Tai Chuan was a Senior Manufacturing Supervisor with
Adaptec Manufacturing Pte Ltd. Mr Ho Tai Chuan holds a Diploma in Production Engineering from the
Singapore Polytechnic.
Ms Soh Su Fang is our Administration Manager and is responsible for our human resource and
administrative matters. Ms Soh Su Fang joined us as a Sales Administrator in 1993 and was later
transferred to the Human Resource Department as Assistant Administration Manager in 1997.
Subsequently, she was promoted to Administration Manager in 2000. Ms Soh Su Fang holds a Bachelor
in Business Administration from the National University of Singapore and a Graduate Diploma in Human
Resource Management from Singapore Human Resources Institute.
86
Ms Kin Boon Lee is our Management Information Systems Manager. She is responsible for overseeing
our Management Information Systems and reviewing the overall information technology needs of our
Group. Ms Kin Boon Lee joined us as a Systems Administrator in 1989 and was later promoted to
Assistant System Manager in 1993. Subsequently, in 1997, Ms Kin Boon Lee was promoted to
Management Information Systems Manager. Ms Kin Boon Lee holds a Bachelor of Science (Computing)
(Honours) from Coventry University.
Ms Koh Lily is our Materials Manager and is responsible for our Group’s resource management. Prior to
joining our Company in June 2003, she was a Procurement Section Manager and a Material and
Production Control Superintendent with Minebea Trading Pte Ltd from 1985 to 2003 and 1979 to 1985
respectively. She began her career as an Assistant Production Supervisor with Microtronics Pte Ltd from
1978 to 1979. Ms Koh Lily holds a Production Engineering Diploma from the Singapore Polytechnic.
Ms Gan Leng Mei is our Group Accountant. She is primarily responsible for the financing and
accounting matters of our Group, including analysis and reporting, systems review and budgeting and
cash flow forecasting. She also reviews and improves on financial procedures and internal controls and
supervises the accounts staff. Prior to joining our Company in September 2002, Ms Gan Leng Mei was
an Associate with KPMG (Malaysia) from August 1998 to September 2000 and a Senior Associate with
PricewaterhouseCoopers from October 2000 to March 2002. Ms Gan Leng Mei holds a Bachelor of
Business (Banking and Finance) and a Bachelor of Business (Accounting) from Monash University and is
a member of CPA Australia.
Mr Martin Tay Teck Chye is the Sales and Operations Manager of our subsidiary, Adampak
(Philippines). He is responsible for the sales and operations of Adampak (Philippines). He joined our
Group in 1989 as a Sales Supervisor of Adampak. From 2000 to 2001, he was a Sales Manager and
director with Alteq Label & Graphic Pte Ltd. Subsequently, in 2002, he rejoined our Group and assumed
his present position. Prior to joining our Group, he was a full-time personnel with the Republic of
Singapore Air Force.
Mr Wong Pui Fong @ Wong Pui Hoon is the General Manager of our subsidiary, Adampak (Thailand).
He is responsible for overseeing the daily operations of Adampak (Thailand). Mr Wong Pui Fong @
Wong Pui Hoon has more than ten years of experience in general management. Prior to joining our
Group, he was the General Manager of Belton Industrial Thailand Ltd from 2000 to 2001, Foamex Asia
Co., Ltd from 1996 to 2000 and Armstrong Rubber & Chemical Products Co., Ltd from 1993 to 1996. Mr
Wong Pui Fong @ Wong Pui Hoon holds a Bachelor of Accountancy from the then University of
Singapore.
Mr Martin Tay Teck Chye is the nephew of our Executive Director and Controlling Shareholder, Mr
Anthony Tay Song Seng. Save as disclosed, none of the Executive Officers have any relationships with
any other Executive Officer, Director or Substantial Shareholder of our Company.
87
MANAGEMENT REPORTING STRUCTURE
BOARD OF DIRECTORS
GEORGE CHUA HOOK BENG CHUA CHENG SONG ANTHONY TAY SONG SENG
Regional Business Development Chief Executive Officer Executive Director
Director
88
KIN BOON LEE
SOH CHUN SENG WONG PUI FONG@
HO TAI CHUAN SOH SU FANG Management KOH LILY GAN LENG MEI MARTIN TAY TECK CHYE
General Manager WONG PUI HOON
General Manager Administration Information Materials Group Sales And Operations
(Operations) General Manager
(Sales) Manager Systems Manager Accountant Manager (Philippines)
(Thailand)
Manager
STAFF
Our full-time employees as at the end of each of the last three financial years ended 31 December 2003
are as follows:-
FY2001 FY2002 FY2003
Segmented by Activity
Management and Supervisory 20 21 19
Administration and Finance 16 20 24
Sales and Support 27 36 40
Production and Warehouse 163 226 234
Total 226 303 317
Segmented by Geographical Location

Singapore 161 180 171
Philippines 64 70 78
Thailand 1 53 68
Total 226 303 317
We do not employ a significant number of temporary staff. Our Group does not experience any significant
seasonal fluctuations in the number of employees. Our staff are not unionised. The relationship and co-
operation between our management and staff has been good and is expected to continue to be good in
the future. There has not been any incidence of work stoppages or labour disputes which affected our
operations.
SERVICE AGREEMENTS
On 13 August 2004, we entered into separate Service Agreements with our Executive Directors, Messrs
Chua Cheng Song, George Chua Hook Beng and Anthony Tay Song Seng. The Service Agreements will
continue for a term of three years unless otherwise terminated by either party giving not less than six
months notice in writing to the other. The Service Agreements cover the terms of employment,
specifically salaries and bonuses. Directors’ fees do not form part of the terms of the Service
Agreements as these require the approval of Shareholders at our Company’s annual general meeting.
Under the Service Agreements, the monthly salary payable to Mr Chua Cheng Song, Mr George Chua
Hook Beng and Mr Anthony Tay Song Seng will be $16,000, $15,000 and $15,000 respectively. They will
each be entitled to annual increments of 5% or such higher amount as may be approved by our board of
Directors or remuneration committee. They are also each entitled to an annual wage supplement
equivalent to one month’s salary.
Mr Chua Cheng Song, Mr George Chua Hook Beng and Mr Anthony Tay Song Seng will be entitled to
yearly profit share of 3%, 2% and 2% respectively (the “Profit Share”) of our Group’s profit before
taxation, based on the consolidated audited financial statements in respect of such financial year.
89
During the employment, our Company will provide a motor car, the capacity of which shall be not more
than 3,000 cc, to each of the said Executive Directors. Our Company will also acquire a country club
membership for each of the said Executive Directors and our Company shall pay all subscription fees on
their behalf. All travelling and travel-related expenses, entertainment expenses and other out-of-pocket
expenses reasonably incurred by the said Executive Directors in the process of discharging their duties
on behalf of our Group will be borne by our Company.
Save as disclosed above, there are no other existing or proposed service agreements between our
Company or our subsidiaries and any of our Directors and Executive Officers.
Had the Service Agreements been in place in FY2003, the estimated total remuneration (comprising
Directors’ fees, salaries, annual bonuses, incentive bonuses and CPF thereon) for our Executive
Directors would have been approximately $1,050,000 instead of $1,172,000 and profit before taxation
would have been approximately $5,315,000 instead of $5,193,000 and net profit would have been
approximately $4,142,000 instead of $4,046,000.
DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION

The remuneration and fees paid to our Directors and Executive Officers on an aggregate basis and in
remuneration bands for FY2002, FY2003 and FY2004 (estimated) are as follows:-
FY2002 FY2003 FY2004

(Estimated)
Directors
Mr Chua Cheng Song Band II Band II Band I
Mr George Chua Hook Beng Band II Band II Band I
Mr Anthony Tay Song Seng Band III Band III Band I
Mr Goh Siang Khin – – Band I
Mr Teo Kiang Kok – – Band I
Mr Lee Joo Hai – – Band I
Executive Officers
Mr Soh Chun Seng(1) Band II Band II Band I
Mr Martin Tay Teck Chye Band I Band I Band I
Ms Koh Lily(2) – Band I Band I
Mr Wong Pui Fong @ Wong Pui Hoon Band I Band I Band I
Mr Ho Tai Chuan(2) – Band I Band I
Notes:-
(1) Mr Soh Chun Seng was a director of our Company in FY2002 and FY2003 and was entitled to participate in a directors’
incentive scheme. He resigned as a director of our Company on 5 July 2004 and is no longer entitled to participate in such
incentive scheme. Had he not been entitled to participate in such incentive scheme in FY2002 and FY2003, his
remuneration would be in Band I.
(2) Ms Koh Lily and Mr Ho Tai Chuan joined our Company in June 2003 and October 2003 respectively.
(3) Band I : Compensation from $0 to $250,000 per annum

Band II : Compensation from $250,001 to $499,999 per annum
Band III : Compensation from $500,000 and above
The estimated remuneration for FY2004 does not include any bonuses and the yearly profit share
payable under the Service Agreements. All our Independent Directors are paid with effect from FY2004.
Apart from payments which our Company makes to CPF for our employees, no amounts have been set
aside or accrued by our Group to provide for pension, retirement or similar benefits for our Directors and
Executive Officers.
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CORPORATE GOVERNANCE
Presently, our business and operations are under the management and close supervision of our
Executive Directors. Our Directors have established a Nominating Committee, a Remuneration
Committee and an Audit Committee.
Nominating Committee
Our Nominating Committee comprises Messrs Teo Kiang Kok, Lee Joo Hai and Chua Cheng Song. The
Chairman of the Nominating Committee is Mr Teo Kiang Kok. Messrs Teo Kiang Kok and Lee Joo Hai
are our Independent Directors and Mr Chua Cheng Song is our Chief Executive Officer. Our Nominating
Committee will be responsible for:-
(a) re-nomination of our Directors having regard to the Director’s contribution and performance;
(b) determining annually whether or not a Director is independent; and
(c) deciding whether or not a Director is able to and has been adequately carrying out his duties as a
Director.
The Nominating Committee will decide how the board’s performance is to be evaluated and propose
objective performance criteria, subject to the approval of the board, which address how the board has
enhanced long-term Shareholders’ value. The board will also implement a process to be carried out by
the Nominating Committee for assessing the effectiveness of the board as a whole and for assessing the
contribution of each individual Director to the effectiveness of the board. Each member of the
Nominating Committee shall abstain from voting any resolutions in respect of the assessment of his
performance or re-nomination as Director.
Remuneration Committee
Our Remuneration Committee comprises Messrs Teo Kiang Kok, Goh Siang Khin and Mr Chua Cheng
Song. The Chairman of the Remuneration Committee is Mr Teo Kiang Kok. Messrs Teo Kiang Kok and
Goh Siang Khin are our Independent Directors and Mr Chua Cheng Song is our Chief Executive Officer.
Our Remuneration Committee will recommend to our board a framework of remuneration for our
Directors and key executives, and determine specific remuneration packages for each Executive Director.
The recommendations of our Remuneration Committee should be submitted for endorsement by the
entire board. All aspects of remuneration, including but not limited to Directors’ fees, salaries,
allowances, bonuses, options and benefits in kind shall be covered by our Remuneration Committee.
Each member of the Remuneration Committee shall abstain from voting any resolutions in respect of his
remuneration package.
Audit Committee
Our Audit Committee comprises Messrs Lee Joo Hai, Teo Kiang Kok and Goh Siang Khin, our
Independent Directors. The Chairman of the Audit Committee is Mr Lee Joo Hai. Our Audit Committee
will meet semi-annually to discuss and review the following:-
(a) review with the external auditors the audit plan, their evaluation of the system of internal controls,
their audit report, their management letter and our management’s response;
(b) review the financial statements before submission to our board of Directors for approval, focusing
in particular, on changes in accounting policies and practices, major risk areas, significant
adjustments resulting from the audit, the going concern statement, compliance with accounting
standards as well as compliance with any stock exchange and statutory/regulatory requirements;
91
(c) review the internal control and procedures and ensure co-ordination between the external auditors
and our management, reviewing the assistance given by our management to the auditors, and
discuss problems and concerns, if any, arising from the interim and final audits, and any matters
which the auditors may wish to discuss (in the absence of our management where necessary);
(d) review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material
impact on our Group’s operating results or financial position, and our management’s response;
(e) consider the appointment or re-appointment of the external auditors and matters relating to
resignation or dismissal of the auditors;
(f) review transactions falling within the scope of Chapter 9 and Chapter 10 of the SGX-ST Listing
Manual;
(g) undertake such other reviews and projects as may be requested by our board of Directors and
report to our board of Directors its findings from time to time on matters arising and requiring the
attention of our Audit Committee; and
(h) generally to undertake such other functions and duties as may be required by statute or the Listing
Manual, and by such amendments made thereto from time to time.
BOARD PRACTICES
Our Directors are appointed by our Shareholders at a general meeting, and an election of Directors takes
place annually. One third (or the number nearest one third) of our Directors, are required to retire from
office at each annual general meeting. Further, all our Directors are required to retire from office at least
once in every three years. However, a retiring Director is eligible for re-election at the meeting at which
he retires. Further details on the appointment and retirement of Directors can be found under the section
“General and Statutory Information” under the heading “Memorandum and Articles of Association” on
pages 107 and 108 of this Prospectus.
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OWNERSHIP STRUCTURE
Our shareholders and their respective shareholdings immediately before and after the Invitation are
summarised below:-
Direct Interest
Before the Invitation After the Invitation
No. of Shares % No. of Shares %
Directors
Chua Cheng Song(3) 3,750,000 2.9 3,750,000 2.1
George Chua Hook Beng 7,812,500 6.0 7,812,500 4.4
Anthony Tay Song Seng(1) 65,625,000 50.0 65,625,000 37.3
Goh Siang Khin(2) – – – –
Teo Kiang Kok(2) – – – –
Lee Joo Hai(2) – – – –
Substantial Shareholders
(other than Directors)
Ong Hock Leng 21,875,000 16.7 21,875,000 12.4
Tham Kim Par 21,875,000 16.7 21,875,000 12.4
Soh Chun Seng 7,812,500 6.0 7,812,500 4.4
Shareholders of less than 5% who are

related to the Directors or Substantial
Shareholders (if any)
Martin Tay Teck Chye(1)(3) 125,000 0.1 125,000 0.1
Employees(3)
Soh Su Fang 187,500 0.1 187,500 0.1
Koh Lily 187,500 0.1 187,500 0.1
Kin Boon Lee 187,500 0.1 187,500 0.1
Ho Tai Chuan 187,500 0.1 187,500 0.1
Wong Pui Fong @ Wong Pui Hoon 125,000 0.1 125,000 0.1
Gan Leng Mei 125,000 0.1 125,000 0.1
Others 1,375,000 1.0 1,375,000 0.8
Public – – 44,500,000 25.3
TOTAL 131,250,000 100.0 175,750,000 100.0 (4)
Notes:-
(1) Our Executive Officer, Mr Martin Tay Teck Chye, is the nephew of our Executive Director and Controlling Shareholder, Mr
Anthony Tay Song Seng.
(2) Messrs Goh Siang Khin, Teo Kiang Kok and Lee Joo Hai who are our Independent Directors will each be offered 50,000
Reserved Shares. If they subscribe for the said Reserved Shares, they may dispose of or transfer all or part of their
shareholdings in our Company after our admission to the Official List of the SGX-SESDAQ.
(3) On 6 July 2004, our Company issued 500,000 new ordinary shares of $1.00 each at par to certain employees (comprising a
Director, seven Executive Officers and 12 other employees) of our Group in recognition of their past contributions and/or to
motivate and optimise their performance. The allocation of the new shares to these employees is as follows:-
Number of ordinary shares Number of Shares after the

Name of employee of $1.00 each Sub-division of Shares
Chua Cheng Song 300,000 3,750,000

Soh Su Fang 15,000 187,500
Koh Lily 15,000 187,500
Kin Boon Lee 15,000 187,500
Ho Tai Chuan 15,000 187,500
Wong Pui Fong @ Wong Pui Hoon 10,000 125,000
Martin Tay Teck Chye 10,000 125,000
Gan Leng Mei 10,000 125,000
Others 110,000 1,375,000
93
Others comprise selected employees who are long serving (more than five years) and/or have made contributions which our
Directors considered to be significant.
Each of these employees has given a written undertaking to our Company not to sell, transfer or dispose of the Shares
issued to him for a period of six months from the date of our admission to the Official List of the SGX-SESDAQ.
(4) Total does not add up to 100% due to rounding.
Save as disclosed above there are no other relationships between our Directors or Executive Officers
and our Substantial Shareholders.
Save as disclosed above, none of our Directors or Substantial Shareholders intend to subscribe for any
New Shares and to the best of the knowledge, information and belief of our Directors, no Executive
Officer intends to subscribe for more than 5% of the New Shares. Our employees, including those who
are existing Shareholders, may subscribe for the Reserved Shares and Offer Shares.
Save for the Issue of Shares to Employees, there had been no significant change in the percentage of
ownership of our Company in the last three years prior to the date of this Prospectus.
The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from
the New Shares.
There is no known arrangement the operation of which may, at a subsequent date, result in a change in
control of our Company.
There has not been any public take-over offer by a third party in respect of our Shares or by our
Company in respect of the shares of another corporation which has occurred during the last and current
financial year.
MORATORIUM
To demonstrate their commitment to our Company, Messrs Anthony Tay Song Seng, Ong Hock Leng,
Tham Kim Par and George Chua Hook Beng who in aggregate hold 117,187,500 Shares, representing
66.7% of our Company’s post-Invitation issued share capital, have each undertaken not to sell, realise,
transfer or otherwise dispose of or transfer any part of each of their shareholdings in our Company for a
period of six months commencing from the date of admission of our Company to the Official List of the
SGX-SESDAQ (the “Initial Period”) and for a period of six months after the Initial Period, not to sell,
transfer, assign or otherwise dispose of more than 50% of each of their respective shareholdings held in
our Company immediately after the Invitation.
Pursuant to the Issue of Shares to Employees, each of the employees has given a written undertaking to
our Company not to sell, transfer or dispose of the Shares issued to him for a period of six months from
the date of our admission to the Official List of the SGX-SESDAQ.
94
OUR GROUP STRUCTURE POST INVITATION
Board of Directors Substantial Shareholders
Chua George Anthony Goh Teo Lee Joo Ong Tham Soh Martin
Cheng Chua Hook Tay Song Siang Kiang Hai (3) Hock Kim Chun Tay Teck Employees (1) Public
Song (1) Beng (2) Seng (2)(4) Khin (3) Kok (3) Leng (2) Par (2) Seng Chye (1)(4)
2.13% 4.45% 37.34% 0.03% 0.03% 0.03% 12.45% 12.45% 4.45% 0.07% 1.35% 25.23%
Adampak
(Singapore)
100% 100% 25% 100%
Adampak Adampak Adampak

(Thailand) 25% Screen
95
(Philippines)
Adampak
(Penang) 25%
75% 100%
Adampak Adampak
(KL) (Tianjin)
100%
100%
Adampak
AG Label (Shanghai)
Notes:-
(1) Each of these employees has given a written undertaking to the Company not to sell, transfer or dispose of the Shares issued to him for a period of six months from the date of our admission
to the Official List of the SGX-SESDAQ.
(2) Messrs Anthony Tay Song Seng, Ong Hock Leng, Tham Kim Par and George Chua Hook Beng have each undertaken not to sell, transfer or dispose of the Shares held by them for a period of
six months from the date of our admission to the Official List of the SGX-SESDAQ (the "Initial Period") and for a period of six months after the Initial Period, not to sell, transfer, assign or
otherwise dispose of more than 50% of each of their respective shareholdings held in our Company immediately after the Invitation.
(3) Messrs Goh Siang Khin, Teo Kiang Kok and Lee Joo Hai who are the Independent Directors will each be offered 50,000 Reserved Shares. If they subscribe for the said Reserved Shares, they
may dispose of or transfer all or part of their shareholdings in our Company after our admission to the Official List of the SGX-SESDAQ.
(4) Our Executive Officer, Mr Martin Tay Teck Chye, is the nephew of our Executive Director and Controlling Shareholder, Mr Anthony Tay Song Seng.
INTERESTED PERSON TRANSACTIONS

Save as disclosed below, none of our Directors or Controlling Shareholders or their associates (as
defined in the Listing Manual) was or is interested in any material transactions undertaken by us within
the last three financial years ended 31 December 2003 and up to the Latest Practicable Date.
Amounts Owing to our Directors

In April 2002, our Executive Director, Mr George Chua Hook Beng and our Executive Director and
Controlling Shareholder, Mr Anthony Tay Song Seng, made advances amounting to $379,200 to our
Company for the acquisition of Adampak Screen. These advances were interest-free, unsecured and
had no fixed terms of repayment.
These amounts owing to Messrs George Chua Hook Beng and Anthony Tay Song Seng have been fully
repaid in October 2003.
Guarantees Provided by our Directors and/or Substantial Shareholders

Our Directors and Substantial Shareholders have jointly and severally provided personal guarantees to
secure credit facilities extended to our Group. Details of these guarantees as at the Latest Practicable
Date are as follows:-
Facilities
Bankers Amount of facilities guaranteed used by Guarantees provided by
DBS – Overdraft $3,320,000 Adampak Anthony Tay Song Seng, George Chua
Hook Beng, Ong Hock Leng, Tham Kim
– Trade Financing $500,000 Par and Soh Chun Seng
– Term Loan $1,700,000
– Hire Purchases $2,192,188
DBS – Hire Purchase $705,000 Adampak Anthony Tay Song Seng and Ong Hock
Leng
Hong Leong – Hire Purchase $59,500 Adampak Anthony Tay Song Seng and Ong Hock
Finance Limited Leng
RHB Bank – Revolving Credit $1,500,000 Adampak Anthony Tay Song Seng, George Chua
Berhad Facility/ Multi- Hook Beng, Ong Hock Leng, Tham Kim
Trade Line Par and Soh Chun Seng
– Foreign Exchange $1,500,000

Contract Line
UMF (Singapore) – Hire Purchase $160,350 Adampak Soh Chun Seng
Limited
As at 31 December 2003, the total amount of personal guarantees provided by our Directors and
Substantial Shareholders was approximately $11.3 million. The largest aggregate outstanding amount
guaranteed by the above guarantors during the last three financial years and up to the Latest Practicable
Date, based on amounts as at the end of each calendar month except for overdrafts which were based
on daily balances, was approximately $6.4 million.
Subsequent to the Invitation, our Directors and Substantial Shareholders intend to obtain a release and
discharge of the above guarantees from the respective financial institutions by substituting the same with
other securities acceptable to the financial institutions. Should the terms and conditions of our existing
facilities be affected by the withdrawal of the above guarantees, our Directors are confident that with our
listing status and strengthened financial position due to the expected proceeds from the Invitation, we
should be able to secure alternative credit facilities on terms similar to those applicable to the current
facilities.
96
Please refer to “Capitalisation and Indebtedness” beginning on page 46 of this Prospectus for more
information.
Professional Services
Our Group has paid fees to Shook Lin & Bok, a firm of advocates and solicitors in which our Independent
Director, Mr Teo Kiang Kok, is a senior partner, for legal services performed by Shook Lin & Bok from
time to time as well as for legal services rendered by the firm in connection with the Invitation. Although
Mr Teo Kiang Kok is a partner of Shook Lin & Bok, he was not the partner rendering the legal services
and does not have any interest in our Group.
The legal fees paid by our Group to Shook Lin & Bok for FY2001, FY2002, FY2003 and from 1 January
2004 up to the Latest Practicable Date were as follows:-
1 January 2004
to the Latest
(S$) FY2001 FY2002 FY2003 Practicable Date
Legal fees(1) 23,600 – 11,000 17,300
Note:-
(1) Legal fees include disbursements payable to Shook Lin & Bok.
The above fees paid to Shook Lin & Bok are at arm’s length and are comparable to fees charged for
similar services by unrelated parties.
It is envisaged that we may continue to engage the services of Shook Lin & Bok in future as and when
the need arises. As matters involving our Group will be handled by other partners and associates of the
firm, our Directors are of the view that the provision of such services will not interfere with Mr Teo Kiang
Kok’s independent judgement in his role as our Independent Director. In the event that Mr Teo Kiang Kok
is interested in any matter handled by Shook Lin & Bok involving our Group, including and not limited to
the Invitation, he will adhere to the procedures and guidelines for interested person transactions as set
out below and abstain from reviewing and voting on that particular transaction.
REVIEW PROCEDURES FOR FUTURE INTERESTED PERSONS TRANSACTIONS

Our Audit Committee, when formed, will review and approve all interested person transactions as defined
by the Listing Manual (“Interested Person Transactions”) to ensure that they are on normal commercial
terms and are not prejudicial to the interests of our Shareholders as follows:-
(i) All Interested Persons Transactions above $100,000 are to be approved by a Director who shall
not be an interested person in respect of the particular transaction. Any contracts to be made with
an interested person shall not be approved unless the pricing is determined in accordance with our
usual business practices and policies, consistent with the usual margin given or price received by
us for the same or substantially similar type of transactions between us and unrelated parties and
the terms are no more favourable to the interested person than those extended to or received from
unrelated parties.
For the purposes above, where applicable, contracts for the same or substantially similar type of
transactions entered into between us and unrelated third parties will be used as a basis for
comparison to determine whether the price and terms offered to or received from the interested
person are no more favourable than those extended to unrelated parties.
(ii) In addition, we shall monitor all related Interested Person Transactions entered into by us,
categorising the transactions as follows:-
(a) a category 1 Interested Person Transaction is one where the value thereof is in excess of
5% of the NTA of our Group based on the latest audited accounts; and
97
(b) a category 2 Interested Person Transaction is one where the value thereof is below or equal
to 5% of the NTA of our Group based on the latest audited accounts.
Category 1 Interested Person Transactions must be approved by the Audit Committee prior to
entry. Category 2 Interested Person Transactions need not be approved by the Audit Committee
prior to entry but shall be reviewed on a half-yearly basis by the Audit Committee.
We will prepare relevant information to assist our Audit Committee in its review.
Our Audit Committee will review all Interested Person Transactions to ensure that the then prevailing
rules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing Manual) are complied with,
and if required under the Listing Manual, the Companies Act or the SFA, we will seek our Shareholder’s
approval (where necessary) for such transactions. In the event that a member of our Audit Committee is
interested in any of the Interested Person Transactions, he will abstain from reviewing and voting on that
particular transaction.
CONFLICTS OF INTERESTS
Save as disclosed in “Interested Person Transactions” above:-
(a) none of our Directors, Executive Officers or Substantial Shareholders has had any interest, direct
or indirect, in any material transactions to which we were or are to be a party;
(b) none of our Directors, Executive Officers or Substantial Shareholders has any interest, direct or
indirect, in any company carrying on the same business or carrying on a similar trade as us; and
(c) none of our Directors, Executive Officers or Substantial Shareholders has any interest, direct or
indirect, in any enterprise or company that is our customer or supplier of goods or services.
Interests of Experts
None of the experts named in the Prospectus:-
(i) is employed on a contingent basis by our Company or any of our subsidiaries;
(ii) has a material interest, whether direct or indirect, in our Shares or in the shares of our
subsidiaries; or
(iii) has a material economic interest, whether direct or indirect, in our Company, including an interest
in the success of the Invitation.
Interests of Underwriter
In the reasonable opinion of our Directors, the Underwriter, UOB Asia, does not have a material
relationship with our Company save that the Offer is underwritten by the Underwriter. UOB Asia is also
the Manager and the Placement Agent of the Invitation.
98
CLEARANCE AND SETTLEMENT
Upon listing and quotation on the SGX-SESDAQ, our Shares will be traded under the book-entry
settlement system of the CDP, and all dealings in and transactions of the Shares through the SGX-
SESDAQ will be effected in accordance with the terms and conditions for the operation of securities
accounts with the CDP, as amended from time to time.
Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf of
persons who maintain, either directly or through depository agents, securities accounts with CDP.
Persons named as direct securities account holders and depository agents in the depository register
maintained by the CDP, rather than CDP itself, will be treated, under our Articles of Association and the
Companies Act, as members of our Company in respect of the number of Shares credited to their
respective securities accounts.
Persons holding our Shares in securities account with CDP may withdraw the number of Shares they
own from the book-entry settlement system in the form of physical share certificates. Such share
certificates will, however, not be valid for delivery pursuant to trades transacted on the SGX-SESDAQ,
although they will be prima facie evidence of title and may be transferred in accordance with our Articles
of Association. A fee of $10.00 for each withdrawal of 1,000 Shares or less and a fee of $25.00 for each
withdrawal of more than 1,000 Shares is payable upon withdrawing our Shares from the book-entry
settlement system and obtaining physical share certificates. In addition, a fee of $2.00 or such other
amount as our Directors may decide, is payable to the share registrar for each share certificate issued
and a stamp duty of $10.00 is also payable where our Shares are withdrawn in the name of the person
withdrawing our Shares or $0.20 per $100.00 or part thereof of the last-transacted price where it is
withdrawn in the name of a third party. Persons holding physical share certificates who wish to trade on
the SGX-SESDAQ must deposit with CDP their share certificates together with the duly executed and
stamped instruments of transfer in favour of CDP, and have their respective securities accounts credited
with the number of Shares deposited before they can effect the desired trades. A fee of $20.00 is
payable upon the deposit of each instrument of transfer with CDP.
Transactions in our Shares under the book-entry settlement system will be reflected by the seller’s
securities account being debited with the number of Shares sold and the buyer’s securities account being
credited with the number of Shares acquired. No transfer of stamp duty is currently payable for our
Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on the SGX-SESDAQ is payable at the rate of 0.05 per
cent of the transaction value subject to a maximum of $200 per transaction. The clearing fee, instrument
of transfer deposit fee and share withdrawal fee may be subject to Singapore Goods and Services Tax.
Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement on CDP
on a scripless basis. Settlement of trades on a normal “ready” basis on the SGX-SESDAQ generally
takes place on the third Market Day following the transaction date, and payment for the securities is
generally settled on the following business day. CDP holds securities on behalf of investors in securities
accounts. An investor may open a direct account with CDP or a sub-account with a CDP agent. The
CDP agent may be a member company of the SGX-ST, bank, merchant bank or trust company.
99
GENERAL AND STATUTORY INFORMATION
1. SHARE CAPITAL
(a) As at the date of this Prospectus, there is only one class of shares in the capital of our
Company. There are no founder, management or deferred shares. Our existing Shares do
not carry voting rights which are different from the New Shares. The rights of and privileges
attached to the Shares are stated in the Articles of Association of our Company.
(b) Our Company was incorporated on 10 January 1979. It presently has an authorised share
capital of $50,000,000 divided into 625,000,000 Shares.
(c) Upon completion of the Invitation, the issued and paid-up share capital of our Company will
be increased to $14,060,000 divided into 175,750,000 Shares.
(d) Save as disclosed below and in the section “Share Capital” on pages 43 to 45 of this
Prospectus, there were no changes in the issued and paid-up share capital of our Company
or our subsidiaries within the three years preceding the date of lodgement of this
Prospectus:-
Issue Price No. of Resultant

Company/Date per Share shares issued capital Purpose of issue
Adampak
6 July 2004 $1.00 8,500,000 shares $10,000,000 Bonus Issue
of $1.00 each
6 July 2004 $1.00 500,000 shares $10,500,000 Issue of Shares

of $1.00 each to Employees
Adampak
(Thailand)
19 October 2001 THB10 3,500,000 shares THB35,000,000 Incorporation
of THB10 each
(e) Save as disclosed in paragraph (d) above, no shares in or debentures of our Company or
our subsidiaries have been issued, or is proposed to be issued, as fully or partly paid-up for
cash, or for a consideration other than cash, within the three years preceding the date of this
Prospectus.
(f) No person has been granted or is entitled to be granted an option to subscribe for shares in,
or debentures of, our Company or any of our subsidiaries.
100
2. INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS

(a) The names, addresses, ages, principal occupations and business and working experience of
all our Directors and Executive Officers are set out on pages 84 to 87 of this Prospectus.
(b) The list of present directorships and past directorships of each Director (other than
directorships held in our Company) as at the date of this Prospectus and over the five years
preceding the date of this Prospectus is set out as follows:-
Name Present Directorships Past Directorships
Chua Cheng Song Group Companies Group Companies

Adampak Graphics Sdn Bhd Nil
Adampak & Print (Phils.) Inc.
Adampak Screen Printing Pte
Ltd
Adampak (Thailand) Ltd
Other Companies Other Companies

Nil Chua, Goh & Ng Pte Ltd (struck-off)
Comtrade Industrial Supplies Pte
Ltd (struck-off)
FIMAS Management Services Pte
Ltd
George Chua Hook Beng Group Companies Group Companies

Adampak & Print (Phils.) Inc. Adampak Graphics Sdn Bhd
Adampak (Thailand) Ltd Adampak Screen Printing Pte Ltd

Nil Nil
Anthony Tay Song Seng Group Companies Group Companies


Nil Nil
Goh Siang Khin Group Companies Group Companies

Nil Nil

Nil Comtrade Industrial Supplies Pte
Ltd (struck-off)
Teo Kiang Kok Group Companies Group Companies

Nil Nil

Asean Emerging Companies Circuits Plus Holdings Ltd
Growth Fund Ltd Citiraya Industries Ltd
Food Culture Pte Ltd Dynalab (S) Ltd
Food Junction Enterprises GRP Limited
Pte Ltd HG Metal Manufacturing Limited
Food Junction Holdings Ltd Intraco Ltd
Food Junction International IPC Corporation Ltd
Pte Ltd Kingboard Copper Foil Holdings
Food Junction Management Limited
Pte Ltd Malaysian Emerging Companies
Food Junction Singapore Pte Ltd Growth Fund Ltd
Giant Wireless Technology Mayfran International Ltd
Limited Miyoshi Precision Limited
Hyflux Ltd New Wave Technologies Ltd
Pheim Apec Growth Fund Ltd
101
Teo Kiang Kok (cont’d) Other Companies Other Companies

Jadason Enterprises Ltd Praxair Surface Technologies Pte
Memtech International Ltd Ltd
Ocean Sky International Solid Resources Investments Ltd
Limited Swing Media Technology Group
SLAB Services Pte Ltd Limited
SM Summit Holdings Limited Tat Seng Packaging Group Ltd
The Vittoria Fund Ltd Teamsphere Limited
The Vittoria One Ltd
T&W Food Junction Sdn Bhd
Unisteel Technology Limited
Westcomb Financial Group
Limited
Lee Joo Hai Group Companies Group Companies

Nil Nil

AGVA Corporation Limited JMI International Limited
Armarda Group Limited Kingboard Copper Foil Holdings
FDS Networks Group Ltd Limited
Food Junction Holdings Lung Kee Metal Holdings Limited
Limited Solid Resources Investment Ltd
Hyflux Ltd Teamsphere Limited
IPC Corporation Ltd
Kian Ho Bearings Ltd
KXD Digital Entertainment
Limited
Miyoshi Precision Limited
NTI International Limited
PSL Holdings Limited
Unisteel Technology Limited
Note:-
The companies in which Messrs Teo Kiang Kok and Lee Joo Hai were appointed as directors for purposes of
incorporation or as a nominee director in the course of their professional practice are not included.
(c) Save as disclosed below, none of our Executive Officers currently hold directorships or held
any past directorships for the last five years:-
Soh Chun Seng Group Companies Group Companies

Adampak Graphics (KL) Sdn Bhd Adampak & Print Pte Ltd

Nil Nil
Martin Tay Teck Chye Group Companies Group Companies

Adampak & Print (Phils.) Inc Nil

Nil Alteq Label & Graphic Pte Ltd
Wong Pui Fong @ Group Companies Group Companies

Wong Pui Hoon Adampak (Thailand) Ltd. Nil

Nil Nil
102
(d) Save for our Executive Officer, Mr Martin Tay Teck Chye, who is the nephew of our Executive
Director and Controlling Shareholder, Mr Anthony Tay Song Seng, none of our Directors and
Executive Officers is related to one another or to any Substantial Shareholder of our
Company.
(e) The interests of our Directors and Substantial Shareholders in our Shares as at the date of
this Prospectus before the Invitation and as recorded in the Register of Shareholdings
maintained under the provisions of the Companies Act are as follows:-
Number of Shares in
Number of Shares which our Directors
registered in the and Substantial
names of Directors Shareholders
and Substantial are deemed to
Shareholders % have an interest %
Directors
Chua Cheng Song 3,750,000 2.9 – –
George Chua Hook Beng 7,812,500 6.0 – –
Anthony Tay Song Seng 65,625,000 50.0 – –
Goh Siang Khin – – – –
Teo Kiang Kok – – – –
Lee Joo Hai – – – –
Substantial Shareholders
(other than Directors)
Ong Hock Leng 21,875,000 16.7 – –
Tham Kim Par 21,875,000 16.7 – –
Soh Chun Seng 7,812,500 6.0 – –
(f) There is no shareholding qualification for Directors in the Articles of Association of our
Company.
(g) (i) In the course of his past employment as an executive officer of a company, Mr Chua
Cheng Song, our Chief Executive Officer, was asked to assist in an investigation by
the Corrupt Practices Investigation Bureau (“CPIB”) in relation to a bribery case
involving a purchasing manager of a customer of that company. Mr Chua had no
direct dealings with the purchasing manager or the customer. No further assistance
has been required of Mr Chua by the CPIB.
(ii) In the course of his past employment, Mr Chua Cheng Song was interviewed by the
Commercial Affairs Department (“CAD”) in relation to a complaint that fraud was
being committed by an employee of a company. No further assistance was required
of Mr Chua by the CAD as the party complained about was not in fact working for the
said company.
(iii) Mr Anthony Tay Song Seng, our Executive Director and Controlling Shareholder,
assisted the Criminal Investigation Department (“CID”) in investigating a case of
alleged criminal breach of trust against two ex-employees of one of our customers.
These persons were not employees of Adampak and no further assistance was
required of Mr Tay by the CID.
103
(iv) In the course of his professional practice, Mr Goh Siang Khin, one of our Independent
Directors, has assisted the CAD in the investigation of a company which he was
appointed as liquidator. To the best of his knowledge, such investigation was related
to matters prior to Mr Goh’s appointment as liquidator. No charge was filed against
the company, its directors nor Mr Goh, as liquidator of the company. The company
was dissolved in a members’ voluntary winding up in 1995.
(v) In the course of his professional practice, Mr Teo Kiang Kok, one of our Independent
Directors, has from time to time assisted the CAD in the investigation of offences or
alleged offences committed by other persons.
(vi) Mr Lee Joo Hai, one of our Independent Directors, had previously assisted the CAD
in an investigation in connection with charges against an ex-managing director of a
company for breach of directors’ duties and alleged misuse of the company’s funds.
Mr Lee was interviewed by CAD in his capacity as an independent director of the
company. The case was concluded in 2001 after the ex-managing director was
prosecuted and convicted of some charges.
(h) None of our Directors or Executive Officers:-
(i) has, at any time during the last 10 years, had a petition under any bankruptcy laws of
any jurisdiction filed against him or against a partnership of which he was a partner;
(ii) has, at any time during the last 10 years, had a petition under any law of any
jurisdiction filed against a corporation of which he was a director or key executive for
the winding up of that corporation on the ground of insolvency;
(iii) has any unsatisfied judgement against him;
(iv) has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty which is punishable with imprisonment for 3 months or more, or has been
the subject of any criminal proceedings (including any pending criminal proceedings
which he is aware of) for such purpose;
(v) has ever been convicted of any offence, in Singapore or elsewhere, involving a breach
of any law or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere, or been the subject of any criminal proceedings (including
any pending criminal proceedings which he is aware of) for such breach;
(vi) has, at any time during the last 10 years, had judgement entered against him in any
civil proceedings in Singapore or elsewhere involving a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, nor has
he been the subject of any civil proceedings (including any pending civil proceedings
which he is aware of) involving an allegation of fraud, misrepresentation or dishonesty
on his part;
(vii) has ever been convicted in Singapore or elsewhere of any offence in connection with
the formation or management of any corporation;
(viii) has ever been disqualified from acting as a director of any corporation, or from taking
part directly or indirectly in the management of any corporation;
(ix) has ever been the subject of any order, judgement or ruling of any court, tribunal or
governmental body, permanently or temporarily enjoining him from engaging in any
type of business practice or activity;
104
(x) has ever, to his knowledge, been concerned with the management or conduct, in
Singapore or elsewhere, of the affairs of:-
(aa) any corporation which has been investigated for a breach of any law or
regulatory requirement governing corporations in Singapore or elsewhere; or
(bb) any corporation or partnership which has been investigated for a breach of any
law or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere,
in connection with any matter occurring or arising during the period when he was so
concerned with the corporation or partnership.
(i) Save as disclosed under the section “Service Agreements” on pages 89 and 90 of this
Prospectus, there are no existing or proposed service contracts between our Directors or
our Executive Officers and our Group. There are no existing or proposed service contracts
between our Directors or Executive Officers and our Group which provide for benefits upon
termination of employment.
(j) The aggregate emoluments (including CPF thereon) paid or distributed by our Group to our
Directors for services rendered in all capacities to our Group for FY2002 and FY2003
amounted to approximately $1,194,000 and $1,172,000 respectively. For FY2003, had the
Service Agreements been in place, the aggregate fees and remuneration payable to our
Directors under the arrangements with our Company in force as at the date of this
Prospectus are estimated to be approximately $1,050,000 (including profit sharing and CPF
thereon).
(k) No option to subscribe for securities of our Company or any of our subsidiaries has been
granted to, or was exercised by, any Director or Executive Officer within the two years
preceding the date of this Prospectus.
(l) Save as disclosed under the section “Interested Person Transactions” on pages 96 and 97 of
this Prospectus, none of our Directors or Substantial Shareholders is interested, directly or
indirectly, in the promotion of, or in any assets acquired or disposed of by, or leased to, our
Company or any of our subsidiaries within the two years preceding the date of this
Prospectus, or in any proposal for such acquisition or disposal or lease as aforesaid.
(m) None of our Directors, Executive Officers or Substantial Shareholders has any interest,
direct or indirect, in any company carrying on the same trade as our Company or any of our
subsidiaries taken as a whole.
(n) None of our Directors is materially interested in any existing contract or arrangement
subsisting at the date of this Prospectus which is significant in relation to the business of our
Company and our subsidiaries.
(o) No sum or benefit has been paid or has been agreed to be paid to any Director or to any
firm in which a Director is a partner or corporation in which such Director holds shares or
debentures in cash or in shares or otherwise by any person to induce him to become, or to
qualify him as, a Director or otherwise for services rendered by him or such firm or
corporation in connection with the promotion or formation of our Company.
105
3. MEMORANDUM AND ARTICLES OF ASSOCIATION

Our Company is registered with the Accounting and Corporate Regulatory Authority in Singapore
and our company registration number 197900079M.
Memorandum of Association
The Memorandum of Association of our Company states, among others, that the liability of
members of our Company is limited.
The principal purpose of our Company is investment holding. Our Company’s objects and
purposes are set out in full in clause 3 of the Memorandum of Association which is available for
inspection at our registered office as stated in the section “Documents for Inspection” on page 123
of this Prospectus.
Articles of Association
An extract of our Article of Association providing for, inter alia, transferability of Shares, Directors’
voting rights, borrowing powers of Directors and dividend rights are set out below. The full text of
the Article of Association is available for inspection at our registered office as stated in the section
“Documents for Inspection” on page 123 of this Prospectus.
(a) a Director’s power to vote on a proposal, arrangement or contract in which the Director is
interested
Article 81
A Director may be party to or be in any way interested in any contract or arrangement or
transaction to which the Company is a party or in which the Company is in any way
interested and he may hold and be remunerated in respect of any office or place of profit
(other than the office of Auditor of the Company or any subsidiary thereof) under the
Company or any other company in which the Company is in any way interested and he (or
any firm of which he is a member) may act in a professional capacity for the Company or
any such other company and be remunerated therefor and in any such case as aforesaid
(save as otherwise agreed) he may retain for his own absolute use and benefit all profits
and advantages accruing to him thereunder or in consequence thereof.
Article 100
A Director shall not vote in respect of any contract or arrangement or any other proposal
whatsoever in which he has any interest, directly or indirectly. A Director shall not be
counted in the quorum at a meeting in relation to any resolution on which he is debarred
from voting.
(b) the Director’s power to vote on remuneration (including pension or other benefits) for himself
or for any other director, and whether the quorum at an meeting of the board of directors to
vote on directors’ remuneration may include the director whose remuneration is the subject
of the vote
Article 77
The ordinary remuneration of the Directors, which shall from time to time be determined by
an Ordinary Resolution of the Company, shall not be increased except pursuant to an
Ordinary Resolution passed at a General Meeting where notice of the proposed increase
shall have been given in the notice convening the General Meeting and shall (unless such
resolution otherwise provides) be divisible among the Directors as they may agree, or failing
agreement, equally, except that any Director who shall hold office for part only of the period
in respect of which such remuneration is payable shall be entitled only to rank in such
division for a proportion of remuneration related to the period during which he has held
office. The ordinary remuneration of an executive Director may not include a commission on
or a percentage of turnover and the ordinary remuneration of a non-executive Director shall
be a fixed sum, and not by a commission on or a percentage of profits or turnover.
106
Article 78
Any Director who holds any executive office, or who serves on any committee of the
Directors, or who otherwise performs services which in the opinion of the Directors are
outside the scope of the ordinary duties of a Director, may be paid such extra remuneration
by way of salary, commission or otherwise as the Directors may determine, other than by a
commission on or percentage of commission or turnover, Provided that such extra
remuneration (in case of an executive Director) shall not by way of commission on or a
percentage of turnover and (in the case of a non-executive Director) shall be by a fixed sum,
and not by a commission on or a percentage of profits or turnover.
Article 79
The Directors may repay to any Director all such reasonable expenses as he may incur in
attending and returning from meetings of the Directors or of any committee of the Directors
or General Meetings or otherwise in or about the business of the Company.
Article 80
The Directors shall have power to pay and agree to pay pensions or other retirement,
superannuation, death or disability benefits to (or to any person in respect of) any Director
for the time being holding any executive office and for the purpose of providing any such
pensions or other benefits to contribute to any scheme or fund or to pay premiums.
(c) borrowing powers exercisable by the Directors and how such borrowing powers can be
varied
Article 108
Subject as hereinafter provided and to the provisions of the Statutes, the Directors may
exercise all the powers of the Company to borrow money, to mortgage or charge its
undertaking, property and uncalled capital and to issue debentures and other securities,
whether outright or as collateral security for any debt, liability or obligation of the Company
or of any third party.
(d) retirement or non-retirement of Directors under an age limit requirement

Article 89
At each Annual General Meeting, one-third of the Directors for the time being (or, if their
number is not a multiple of three, the number nearest to but not less than one-third) shall
retire from office by rotation, Provided that no Director holding office as Managing Director
shall be subject to retirement by rotation or be taken into account in determining the number
of Directors to retire. For the avoidance of doubt, each Director (other than a Director
holding office as Managing Director) shall retire at least once every three years.
Article 90
The Directors to retire by rotation shall include (so far as necessary to obtain the number
required) any Director who is due to retire at the meeting by reason of age or who wishes to
retire and not to offer himself for re-election. Any further Directors so to retire shall be those
of the other Directors subject to retirement by rotation who have been longest in office since
their last re-election or appointment and so that as between persons who became or were
last re-elected Directors on the same day, those to retire shall (unless they otherwise agree
among themselves) be determined by ballot. A retiring Director shall be eligible for re-
election.
107
Article 91
The Company at the meeting at which a Director retires under any provision of these
presents may by Ordinary Resolution fill the office being vacated by electing thereto the
retiring Director or some other person eligible for appointment. In default, the retiring
Director shall be deemed to have been re-elected except in any of the following cases:-
(a) where at such meeting it is expressly resolved not to fill such office or a resolution for
the re-election of such Director is put to the meeting and lost; or
(b) where such Director has given notice in writing to the Company that he is unwilling to
be re-elected; or
(c) where the default is due to the moving of a resolution in contravention of the next
following Article; or
(d) where such Director has attained any retiring age applicable to him as Director.
The retirement shall not have effect until the conclusion of the meeting except where a
resolution is passed to elect some other person in the place of the retiring Director or a
resolution for his re-election is put to the meeting and lost and accordingly a retiring Director
who is re-elected or deemed to have been re-elected will continue in office without a break.
(e) the number of shares, if any, required for Director’s qualification

Article 76
A Director shall not be required to hold any shares of the Company by way of qualification.
A Director who is not a member of the Company shall nevertheless be entitled to receive
notice of and to attend and speak at General Meetings.
(f) rights, preferences and restrictions attaching to each class of shares

Article 4
(A) Subject to these presents, no shares may be issued by the Directors without the prior
approval of the Company in General Meeting pursuant to Section 161 of the Act, but
subject thereto and the terms of such approval, and to Article 5, and to any special
rights attached to any shares for the time being issued, the Directors may allot (with
or without conferring a right of renunciation) or grant options over or otherwise
dispose of the same to such persons on such terms and conditions and for such
consideration and at such time and whether or not subject to the payment of any part
of the amount thereof in cash or otherwise as the Directors may think fit, and any
shares may, subject to compliance with Sections 70 and 75 of the Act, be issued with
such preferential, deferred, qualified or special rights, privileges, conditions or
restrictions, whether as regards dividend, return of capital, participation in surplus
assets and profits, voting, conversion or otherwise, as the Directors may think fit, and
preference shares may be issued which are or at the option of the Company are liable
to be redeemed, the terms and manner of redemption being determined by the
Directors in accordance with the Act, Provided Always (a) no shares shall be issued
to transfer a controlling interest in the Company without the specific prior approval of
the Company in General Meeting; and (b) that no shares shall be issued at a discount
or options granted over unissued shares except in accordance with the Act and the
Designated Stock Exchange’s Listing rules.
(B) The Directors may, at any time after the allotment of any share but before any person
has been entered in the Register of Members as the holder, recognize a renunciation
thereof by the allottee in favour of some other person and may accord to any allottee
of a share a right to effect such renunciation upon and subject to such terms and
conditions as the Directors may think fit to impose.
108
(C) Except so far as otherwise provided by the conditions of issue or by these presents,
all new shares shall be issued subject to the provisions of the Statutes and of these
presents with reference to allotment, payment of calls, lien, transfer, transmission,
forfeiture or otherwise.
Article 8
(A) The rights attached to shares issued upon special conditions shall be clearly defined
in the Memorandum and Articles and the rights attaching to shares of a class other
than ordinary shares shall be expressed. In the event of preference shares being
issued, the total nominal value of issued preference shares shall not at any time
exceed the total nominal value of the issued ordinary shares and preference
shareholders shall have the same rights as ordinary shareholders as regards
receiving of notices, reports and balance-sheets and attending General Meetings of
the Company, and preference shareholders shall also have the right to vote at any
meeting convened for the purpose of reducing capital or winding-up or sanctioning a
sale of the undertaking of the Company or where the proposal to be submitted to the
meeting directly affects their rights and privileges or when the dividend on the
preference shares is more than six months in arrear.
(B) The Company has power to issue further preference capital ranking equally with, or in
priority to, preference shares already issued.
Article 9
(A) Whenever the share capital of the Company is divided into different classes of shares,
the variation or abrogation of the special rights attached to any class may, subject to
the provisions of the Act, be made either with the consent in writing of the holders of
three-quarters in nominal value of the issued shares of the class or with the sanction
of a Special Resolution passed at a separate General Meeting of the holders of the
shares of the class (but not otherwise) and may be so made either whilst the
Company is a going concern or during or in contemplation of a winding-up. To every
such separate General Meeting all the provisions of these presents relating to
General Meetings of the Company and to the proceedings thereat shall mutatis
mutandis apply, except that the necessary quorum shall be two or more persons
holding at least one-third in nominal value of the issued shares of the class present in
person or by proxy or attorney and that any holder of shares of the class present in
person or by proxy or attorney may demand a poll and that every such holder shall on
a poll have one vote for every share of the class held by him where the class is a
class of equity shares within the meaning of Section 64(1) of the Act or at least one
vote for every share of the class where the class is a class of preference shares
within the meaning of Section 180(2) of the Act, Provided Always that where the
necessary majority for such a Special Resolution is not obtained at such General
Meeting, the consent in writing, if obtained from the holders of three-quarters in
nominal value of the issued shares of the class concerned within two months of such
General Meeting, shall be as valid and effectual as a Special Resolution carried at
such General Meeting.
(B) The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of
preference capital (other than redeemable preference capital) and any variation or
abrogation of the rights attached to preference shares or any class thereof.
(C) The special rights attached to any class of shares having preferential rights shall not
unless otherwise expressly provided by the terms of issue thereof be deemed to be
varied by the creation or issue of further shares ranking as regards participation in the
profits or assets of the Company in some or all respects pari passu therewith but in
no respect in priority thereto.
109
Article 15
Every person whose name is entered as a member in the Register of Members shall be
entitled, within ten market days (or such period as the Directors may determine having
regard to any limitation thereof as may be prescribed by the Designated Stock Exchange
from time to time) after the closing date of any application of shares or (as the case may be)
the date of lodgement of a registrable transfer, to one certificate for all his shares of any one
class or to several certificates in reasonable denominations each for a part of the shares so
allotted or transferred.
Article 18
The Directors may from time to time make calls upon the members in respect of any
moneys unpaid on their shares (whether on account of the nominal value of the shares or,
when permitted, by way of premium) but subject always to the terms of issue of such
shares. A call shall be deemed to have been made at the time when the resolution of the
Directors authorizing the call was passed and may be made payable by instalments.
Article 19
Each member shall (subject to receiving at least fourteen days’ notice specifying the time or
times and place of payment) pay to the Company at the time or times and place so specified
the amount called on his shares. The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof. A call may be revoked or postponed as the
Directors may determine.
Article 20
If a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest on the sum from the day
appointed for payment thereof to the time of actual payment at such rate (not exceeding ten
per cent. per annum) as the Directors may determine but the Directors shall be at liberty in
any case or cases to waive payment of such interest in whole or in part.
Article 21
Any sum (whether on account of the nominal value of the share or by way of premium)
which by the terms of issue of a share becomes payable upon allotment or at any fixed date
shall for all the purposes of these presents be deemed to be a call duly made and payable
on the date on which by the terms of issue the same becomes payable. In the case of non-
payment, all the relevant provisions of these presents as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of
a call duly made and notified.
Article 22
The Directors may on the issue of shares differentiate between the holders as to the amount
of calls to be paid and the times of payment.
Article 23
The Directors may if they think fit receive from any member willing to advance the same all
or any part of the moneys (whether on account of the nominal value of the shares or by way
of premium) uncalled and unpaid upon the shares held by him and such payment in
advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it
is made and upon the moneys so received (until and to the extent that the same would but
for such advance become payable) the Company may pay interest at such rate (not
exceeding eight per cent. per annum) as the member paying such sum and the Directors
may agree. Capital paid on shares in advance of calls shall not, whilst bearing interest,
confer a right to participate in profits.
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Article 33
All transfers of shares shall be effected by written instruments of transfer in the form for the
time being approved by the Directors and the Designated Stock Exchange. An instrument of
transfer shall be signed by or on behalf of both the transferor and the transferee and be
witnessed, provided that CDP shall not be required to sign, as transferee, any instrument of
transfer relating to any transfer of shares to it during such period as the Directors may think
fit. The transferor shall be deemed to remain the holder of the shares concerned until the
name of the transferee is entered in the Register of Members in respect thereof.
Article 34
The Registers of Members and of Transfers may be closed at such times and for such
periods as the Directors may from time to time determine, Provided Always that such
Registers shall not be closed for more than thirty days in any year, and that the Company
shall give prior notice of each such closure, as may be required, to the Designated Stock
Exchange, stating the period and purpose or purposes for which such closure is made.
Article 35
(A) There shall be no restriction on the transfer of fully paid up shares (except where
required by law or by the rules, bye-laws or listing rules of the Designated Stock
Exchange) but the Directors may in their discretion decline to register any transfer of
shares upon which the Company has a lien, and in the case of shares not fully paid
up, may refuse to register a transfer to a transferee of whom they do not approve,
Provided Always that in the event of the Directors refusing to register a transfer of
shares, the Company shall within ten market days (or such period as the Directors
may determine having regard to any limitation thereof as may be prescribed by the
Designated Stock Exchange from time to time) after the date on which the application
for a transfer of shares was made, serve a notice in writing to the applicant stating the
facts which are considered to justify the refusal as required by the Statutes.
(B) The Directors may decline to register any instrument of transfer unless:-
(a) such fee not exceeding $2.00 (or such other fee as the Directors may
determine having regard to any limitation thereof as may be prescribed by the
Designated Stock Exchange from time to time) as the Directors may from time
to time require is paid to the Company in respect thereof;
(b) the instrument of transfer, duly stamped in accordance with any law for the time
being in force relating to stamp duty, is deposited at the Office or at such other
place (if any) as the Directors may appoint accompanied by the certificates of
the shares to which it relates, and such other evidence as the Directors may
reasonably require to show the right of the transferor to make the transfer and,
if the instrument of transfer is executed by some other person on his behalf, the
authority of the person so to do; and
(c) the instrument of transfer is in respect of only one class of shares.
Article 42
A reference to a member shall be a reference to a registered holder of shares in the
Company, or where such registered holder is CDP, the Depositors on behalf of whom CDP
holds the shares, Provided that:-
(a) a Depositor shall only be entitled to attend any General Meeting and to speak and
vote thereat if his name appears on the Depository Register maintained by CDP forty-
eight (48) hours before the General Meeting as a Depositor on whose behalf CDP
holds shares in the Company, the Company being entitled to deem each such
Depositor, or each proxy of a Depositor who is to represent the entire balance
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standing to the Securities Account of the Depositor, to represent such number of

shares as is actually credited to the Securities Account of the Depositor as at such
time, according to the records of CDP as supplied by CDP to the Company, and
where a Depositor has apportioned the balance standing to his Securities Account
between two proxies, to apportion the said number of shares between the two proxies
in the same proportion as previously specified by the Depositor in appointing the
proxies; and accordingly no instrument appointing a proxy of a Depositor shall be
rendered invalid merely by reason of any discrepancy between the proportion of
Depositor’s shareholding specified in the instrument of proxy, or where the balance
standing to a Depositor’s Securities Account has been apportioned between two
proxies the aggregate of the proportions of the Depositor’s shareholding they are
specified to represent, and the true balance standing to the Securities Account of a
Depositor as at the time of the General Meeting, if the instrument is dealt with in such
manner as is provided above;
(b) the payment by the Company to CDP of any dividend payable to a Depositor shall to
the extent of the payment discharge the Company from any further liability in respect
of the payment;
(c) the delivery by the Company to CDP of provisional allotments or share certificates in
respect of the aggregate entitlements of Depositors to new shares offered by way of
rights issue or other preferential offering or bonus issue shall to the extent of the
delivery discharge the Company from any further liability to each such Depositor in
respect of his individual entitlement; and
(d) the provisions in these presents relating to the transfers, transmissions or certification
of shares shall not apply to the transfer of book-entry securities (as defined in the
Statutes).
Article 43
Except as required by the Statutes or law, no person shall be recognized by the Company
as holding any share upon any trust, and the Company shall not be bound by or compelled
in any way to recognize (even when having notice thereof) any equitable, contingent, future
or partial interest in any share, or any interest in any fractional part of a share, or (except
only as by these presents or by the Statutes or law otherwise provided) any other right in
respect of any share, except an absolute right to the entirety thereof in the registered holder
and nothing in these presents contained relating to CDP or to Depositors or in any
depository agreement made by the Company with any common depository for shares shall
in any circumstances be deemed to limit, restrict or qualify the above.
Article 64
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders
and for this purpose seniority shall be determined by the order in which the names stand in
the Register of Members or, as the case may be, the order in which the names appear in
the Depository Register in respect of the joint holding.
Article 65
Where in Singapore or elsewhere a receiver or other person (by whatever name called) has
been appointed by any court claiming jurisdiction in that behalf to exercise powers with
respect to the property or affairs of any member on the ground (however formulated) of
mental disorder, the Directors may in their absolute discretion, upon or subject to production
of such evidence of the appointment as the Directors may require, permit such receiver or
other person on behalf of such member, to vote in person or by proxy at any General
Meeting, or to exercise any other right conferred by membership in relation to meetings of
the Company.
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Article 66
No member shall be entitled in respect of shares held by him to vote at a General Meeting
either personally or by proxy or to exercise any other right conferred by membership in
relation to meetings of the Company if any call or other sum payable by him to the Company
in respect of such shares remains unpaid.
Article 67
No objection shall be raised as to the admissibility of any vote except at the meeting or
adjourned meeting at which the vote objected to is or may be given or tendered and every
vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall
be referred to the chairman of the meeting whose decision shall be final and conclusive.
(g) any change in capital

Article 10
The Company may from time to time by Ordinary Resolution increase its capital by such
sum to be divided into shares of such amounts as the resolution shall prescribe.
Article 11
The Company may by Ordinary Resolution:-
(a) consolidate and divide all or any of its share capital into shares of larger amount than
its existing shares;
(b) cancel any shares which, at the date of the passing of the resolution, have not been
taken, or agreed to be taken, by any person, and diminish the amount of its capital by
the amount of the shares so cancelled;
(c) subject to the provisions of the Statutes, sub-divide its shares, or any of them, into
shares of a smaller amount than is fixed by the Memorandum of Association; so
however that the proportion of the amount paid to the amount unpaid (if any) on each
sub-divided share is the same as on the original share from which it was derived; and
the resolution whereby any share is sub-divided being otherwise permitted to
determine that, as between the holders of the shares resulting from such sub-division,
one or more of the shares may, as compared with the others, have any such
preferred, deferred, qualified or other special rights, or be subject to any such
restrictions, as the Company has then the authority to attach to unissued or new
shares; and/or
(d) subject to the provisions of the Statutes, convert or exchange any class of shares into
or for any other class of shares.
Article 12
(A) The Company may reduce its share capital or any capital redemption reserve fund,
share premium account or other undistributable reserve in any manner permitted, and
with, and subject to, any incident authorized, and consent or confirmation required, by
law.
(B) Subject to and in accordance with the provisions of the Act, the Company may
authorise the Directors in General Meeting to purchase or otherwise acquire any of its
shares on such terms as the Company may think fit and in the manner prescribed by
the Act. All shares purchased by the Company shall be cancelled. The amount of the
Company’s issued share capital which is diminished on cancellation shall be
transferred to the Company’s capital redemption reserve.
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(h) any change in the respective rights of the various classes of shares including the action
necessary to change the rights
Article 9
(A) Whenever the share capital of the Company is divided into different classes of shares,
the variation or abrogation of the special rights attached to any class may, subject to
the provisions of the Act, be made either with the consent in writing of the holders of
three-quarters in nominal value of the issued shares of the class or with the sanction
of a Special Resolution passed at a separate General Meeting of the holders of the
shares of the class (but not otherwise) and may be so made either whilst the
Company is a going concern or during or in contemplation of a winding-up. To every
such separate General Meeting all the provisions of these presents relating to
General Meetings of the Company and to the proceedings thereat shall mutatis
mutandis apply, except that the necessary quorum shall be two or more persons
holding at least one-third in nominal value of the issued shares of the class present in
person or by proxy or attorney and that any holder of shares of the class present in
person or by proxy or attorney may demand a poll and that every such holder shall on
a poll have one vote for every share of the class held by him where the class is a
class of equity shares within the meaning of Section 64(1) of the Act or at least one
vote for every share of the class where the class is a class of preference shares
within the meaning of Section 180(2) of the Act, Provided Always that where the
necessary majority for such a Special Resolution is not obtained at such General
Meeting, the consent in writing, if obtained from the holders of three-quarters in
nominal value of the issued shares of the class concerned within two months of such
General Meeting, shall be as valid and effectual as a Special Resolution carried at
such General Meeting.
(B) The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of
preference capital (other than redeemable preference capital) and any variation or
abrogation of the rights attached to preference shares or any class thereof.
(C) The special rights attached to any class of shares having preferential rights shall not
unless otherwise expressly provided by the terms of issue thereof be deemed to be
varied by the creation or issue of further shares ranking as regards participation in the
profits or assets of the Company in some or all respects pari passu therewith but in
no respect in priority thereto.
(i) dividends and distribution

The payment by the Directors of any unclaimed dividends or other moneys payable on or in
respect of a share into a separate account shall not constitute the Company a trustee in
respect thereof. All dividends unclaimed after being declared may be invested or otherwise
made use of by the Directors for the benefit of the Company. Any dividend unclaimed after
a period of six (6) years after having been declared may be forfeited and shall revert to the
Company but the Directors may thereafter at their discretion annul any such forfeiture and
pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.
Article 123
The Company may by Ordinary Resolution declare dividends but no such dividend shall
exceed the amount recommended by the Directors.
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Article 124
If and so far as in the opinion of the Directors, the profits of the Company justify such
payments, the Directors may declare and pay the fixed dividends on any class of shares
carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other
dates prescribed for the payment thereof and may also from time to time declare and pay
interim dividends on shares of any class of such amounts and on such dates and in respect
of such periods as they think fit.
Article 125
Unless and to the extent that the rights attached to any shares or the terms of issue thereof
otherwise provide, all dividends shall (as regards any shares not fully paid throughout the
period in respect of which the dividend is paid) be apportioned and paid pro rata according
to the amounts paid on the shares during any portion or portions of the period in respect of
which the dividend is paid. For the purposes of this Article, no amount paid on a share in
advance of calls shall be treated as paid on the share.
Article 126
No dividend shall be paid otherwise than out of profits available for distribution under the
provisions of the Statutes or, pursuant to Section 69 of the Act and in the form of stock
dividends, out of the share premium account. Any dividend unclaimed after six (6) years
from the date of declaration shall be made forfeit and revert to the Company.
Article 127
No dividend or other monies payable on or in respect of a share shall bear interest as
against the Company.
Article 128
(A) The Directors may retain any dividend or other monies payable on or in respect of a
share on which the Company has a lien and may apply the same in or towards
satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
(B) The Directors may retain the dividends payable upon shares in respect of which any
person is under the provisions as to the transmission of shares hereinbefore
contained entitled to become a member, or which any person is under those
provisions entitled to transfer, until such person shall become a member in respect of
such shares or shall transfer the same.
Article 129
The waiver in whole or in part of any dividend on any share by any document (whether or
not under seal) shall be effective only if such document is signed by the member (or the
person entitled to the share in consequence of the death or bankruptcy of the holder) and
delivered to the Company and if or to the extent that the same is accepted as such or acted
upon by the Company.
Article 130
The Company may upon the recommendation of the Directors by Ordinary Resolution direct
payment of a dividend in whole or in part by the distribution of specific assets (and in
particular of paid-up shares or debentures of any other company) and the Directors shall
give effect to such resolution. Where any difficulty arises with regard to such distribution,
the Directors may settle the same as they think expedient and in particular, may issue
fractional certificates, may fix the value for distribution of such specific assets or any part
thereof, may determine that cash payments shall be made to any member upon the footing
of the value so fixed in order to adjust the rights of all parties and may vest any such
specific assets in trustees as may seem expedient to the Directors.
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Article 131
Any dividend or other moneys payable in cash on or in respect of a share may be paid by
cheque or warrant sent through the post to the registered address appearing in the Register
of Members or (as the case may be) the Depository Register of the member or person
entitled thereto (or, if two or more persons are registered in the Register of Members or (as
the case may be) entered in the Depository Register as joint holders of the share or are
entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such
persons) or to such person and such address as such member or person or persons may by
writing direct. Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent or to such person as the holder or joint holders or person or
persons entitled to the share in consequence of the death or bankruptcy of the holder may
direct and payment of the cheque or warrant by the banker upon whom it is drawn shall be a
good discharge to the Company. Every such cheque or warrant shall be sent at the risk of
the person entitled to the money represented thereby.
Article 132
If two or more persons are registered in the Register of Members or (as the case may be)
the Depository Register as joint holders of any share, or are entitled jointly to a share in
consequence of the death or bankruptcy of the holder, any one of them may give effectual
receipts for any dividend or other moneys payable or property distributable on or in respect
of the share.
Article 133
Any resolution declaring a dividend on shares of any class, whether a resolution of the
Company in General Meeting or a resolution of the Directors, may specify that the same
shall be payable to the persons registered as the holders of such shares in the Register of
Members or (as the case may be) the Depository Register at the close of business on a
particular date and thereupon the dividend shall be payable to them in accordance with their
respective holdings so registered, but without prejudice to the rights inter se in respect of
such dividend of transferors and transferees of any such shares.
(j) any limitation on the right to own Shares, including limitations on the right of non-resident or
foreign Shareholders to hold or exercise voting rights on their Shares
Article 5
(A) Subject to any direction to the contrary that may be given by the Company in General
Meeting or except as permitted by the rules of the Designated Stock Exchange, all
new shares shall before issue be offered to such persons who as at the date (as
determined by the Directors) of the offer are entitled to receive notices from the
Company of General Meetings in proportion, as far as the circumstances admit, to the
amount of the existing shares to which they are entitled. The offer shall be made by
notice specifying the number of shares offered, and limiting a time within which the
offer, if not accepted, will be deemed to be declined, and, after the expiration of that
time, or on the receipt of an intimation from the person to whom the offer is made that
he declines to accept the shares offered, the Directors may dispose of those shares in
such manner as they think most beneficial to the Company. The Directors may
likewise so dispose of any new shares which (by reason of the ratio which the new
shares bear to shares held by persons entitled to an offer of new shares) cannot, in
the opinion of the Directors, be conveniently offered under this Article 5(A).
(B) The Company may, notwithstanding Article 5(A) above, authorize the Directors not to
offer new shares to members to whom by reason of foreign securities laws, such
offers may not be made without registration of the shares or a prospectus or other
document, but to sell the entitlements to the new shares on behalf of such members
on such terms and conditions as the Company may direct.
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Article 35
(A) There shall be no restriction on the transfer of fully paid up shares (except where
required by law or by the rules, bye-laws or listing rules of the Designated Stock
Exchange) but the Directors may in their discretion decline to register any transfer of
shares upon which the Company has a lien, and in the case of shares not fully paid
up, may refuse to register a transfer to a transferee of whom they do not approve,
Provided Always that in the event of the Directors refusing to register a transfer of
shares, the Company shall within ten market days (or such period as the Directors
may determine having regard to any limitation thereof as may be prescribed by the
Designated Stock Exchange from time to time) after the date on which the application
for a transfer of shares was made, serve a notice in writing to the applicant stating the
facts which are considered to justify the refusal as required by the Statutes.
(B) The Directors may decline to register any instrument of transfer unless:-
(a) such fee not exceeding $2.00 (or such other fee as the Directors may
determine having regard to any limitation thereof as may be prescribed by the
Designated Stock Exchange from time to time) as the Directors may from time
to time require is paid to the Company in respect thereof;
(b) the instrument of transfer, duly stamped in accordance with any law for the time
being in force relating to stamp duty, is deposited at the Office or at such other
place (if any) as the Directors may appoint accompanied by the certificates of
the shares to which it relates, and such other evidence as the Directors may
reasonably require to show the right of the transferor to make the transfer and,
if the instrument of transfer is executed by some other person on his behalf, the
authority of the person so to do; and
(c) the instrument of transfer is in respect of only one class of shares.
Article 43
Except as required by the Statutes or law, no person shall be recognized by the Company
as holding any share upon any trust, and the Company shall not be bound by or compelled
in any way to recognize (even when having notice thereof) any equitable, contingent, future
or partial interest in any share, or any interest in any fractional part of a share, or (except
only as by these presents or by the Statutes or law otherwise provided) any other right in
respect of any share, except an absolute right to the entirety thereof in the registered holder
and nothing in these presents contained relating to CDP or to Depositors or in any
depository agreement made by the Company with any common depository for shares shall
in any circumstances be deemed to limit, restrict or qualify the above.
4. MATERIAL CONTRACTS
The following contracts, not being contracts entered into in the ordinary course of business, have
been entered into by our Group within the two years preceding the date of lodgement of this
Prospectus and are or may be material:-
(a) A lease dated 21 August 1998 between Jurong Town Corporation and our Company
whereby Jurong Town Corporation granted our Company a lease of the property at No. 10,
Loyang Drive, Singapore 508940. The lease is for a term of 30 years with effect from 1
November 1992, with an option to extend the lease for a further term of 30 years upon the
same terms and conditions. The annual rent currently payable by our Company is
$40,613.40.
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(b) A lease dated 20 January 2000 between Jurong Town Corporation and our Company
whereby Jurong Town Corporation granted our Company a lease of the property at No. 6,
Loyang Way 4, Singapore 507605. The lease is for a term of 30 years with effect from 1
November 1997, with an option to extend the lease for a further term of 25 years upon the
same terms and conditions. The annual rent currently payable by our Company is
$62,031.96.
(c) A tenancy agreement dated 6 December 2001 between Ticon Industrial Connection Public
Company Limited as landlord and Adampak (Thailand) as tenant for the lease of the
premises at Plot no. G2/6, Hi-Tech Industrial Estate, General Industrial Zone, Ayudhaya
Province, Thailand for a term of three years commencing 16 December 2001 at a monthly
rent and service charge of THB280,000.
(d) An option agreement dated 15 December 2001 between Adampak Screen and Insta-well
Electrical Engineering Pte Ltd, pursuant to which Adampak Screen granted Insta-well
Electrical Engineering Pte Ltd an option to acquire the property at 10 Ubi Crescent, #03-33,
Singapore 408564 at a consideration of $423,000.
(e) A sub-sale deed of assignment between Adampak Screen and Insta-well Electrical
Engineering Pte Ltd, pursuant to which Adampak Screen assigned to Insta-well Electrical
Engineering Pte Ltd all its estate right title benefits and interest in and under or arising out
of the agreement for sale and purchase dated 30 July 1999 between Ubi Development Pte
Ltd and Adampak Screen for the purchase of the property at 10 Ubi Crescent, #03-33,
Singapore 408564.
(f) A tenancy agreement dated 22 April 2003 between RBF Development Corporation as
landlord and Adampak (Philippines) as tenant for the lease of the premises at Lot No. C2-
5B, Carmelray Industrial Park II, Calamba City, Laguna, Philippines for a term of three years
commencing 16 June 2003 at a monthly rent and service charge of USD6,018.25.
(g) A trademark licensing agreement dated 6 July 2004 between our Company and Adampak
(Penang), for the use of the “Adampak” trademark in Malaysia by Adampak (Penang). The
agreement takes effect from 6 July 2004. A nominal fee of $1.00 will be charged for the use
of the “Adampak” trademark. The agreement will remain in force until terminated by our
Company upon 14 days’ notice.
(h) A trademark licensing agreement dated 6 July 2004 between our Company and Adampak
(KL), for the use of the “Adampak” trademark in Malaysia by Adampak (KL). The agreement
takes effect from 6 July 2004. A nominal fee of $1.00 will be charged for the use of the
“Adampak” trademark. The agreement will remain in force until terminated by our Company
upon 14 days’ notice.
(i) A trademark licensing agreement dated 6 July 2004 between our Company and Adampak
(Tianjin), for the use of the “Adampak” trademark in Tianjin, PRC by Adampak (Tianjin). The
agreement takes effect from 6 July 2004. A nominal fee of $1.00 will be charged for the use
of the “Adampak” trademark. The agreement will remain in force until terminated by our
Company upon 14 days’ notice.
5. WORKING CAPITAL
(a) Our Directors are of the opinion that, after taking into account the present banking facilities,
our cash and cash equivalents and net cash to be generated from operating activities, our
Group will have adequate working capital for our present requirements.
(b) In the opinion of our Directors, there are no minimum amounts which must be raised by the
issue of the New Shares. Although no minimum amount must be raised by the Invitation,
such amounts which are proposed to be provided out of the proceeds of the Invitation shall,
in the event the Invitation is cancelled, be provided out of the existing banking facilities or
internal funds.
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6. LOAN CAPITAL AND OTHER BORROWINGS

Save as disclosed in the section “Liquidity and Capital Resources” of this Prospectus and in the
Audited Consolidated Financial Statements for the years ended 31 December 2001, 2002 and
2003, our Group had no other borrowings or indebtedness in the nature of borrowings including
bank overdrafts and liabilities under acceptances (other than normal trading bills) or acceptance
credits, mortgages, charges, hire purchase commitments, guarantees or other material contingent
liabilities.
7. FINANCIAL CONDITION AND OPERATIONS OF THE GROUP

(a) Save as disclosed in this Prospectus, our Directors are not aware of any material
information including trading factors or risks which are unlikely to be known or anticipated by
the general public and which could materially affect our profits.
(b) Save as disclosed in this Prospectus, our financial condition and operations are not likely to
be affected by any of the following:-
(i) known trends or known demands, commitments, events or uncertainties that will result
in or are reasonably likely to result in our Group’s liquidity increasing or decreasing in
any material way;
(ii) material commitments for capital expenditure;
(iii) unusual or infrequent events or transactions or any significant economic changes that
materially affect the amount of reported income from operations; and
(iv) known trends or uncertainties that have had or that our Group expects to have a
material favourable or unfavourable impact on revenues or operating income.
8. LITIGATION
On 27 March 1998, our Company received letters issued by the solicitors representing Colles
Paragon Converters (S) Pte Ltd (“Colles”), then a customer of Adampak, alleging the wrongful
delivery of certain products belonging to Colles to a third party. However, no specific amount of
compensation was sought. We have, on 1 April 1998, explained that the instructions to transfer the
products to the third party were given by a person who was at the material time to our knowledge,
duly authorised by Colles to give such instructions as we had not been informed that the said
person was no longer authorised to deal on Colles’ behalf. We have not heard from Colles’
solicitors since.
On 17 October 2000, our Company received a letter issued by the solicitors representing Agip
Petroli S.p.A and E.N.I. S.p.A alleging assistance in the infringement of their registered trademarks
“AGIP”, “Lion”, “ITOILO” and “Rectangle Oval” and/or assistance in acts of passing off. We have
on 25 October 2000 denied any responsibility therefor and have not heard from their solicitors
since.
Save as disclosed above, we are not engaged in any litigation or arbitration proceedings, either as
plaintiff or defendant, in respect of any claims or amounts which is material in the context of the
Invitation, and our Directors have no knowledge of any proceedings pending or threatened against
us or any facts likely to give rise to any litigation, claims or proceedings which might have a
material effect on our financial position or business in the last 12 months before the date of
lodgement of this Prospectus.
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9. GENERAL
(a) Save as disclosed in the section “Interested Person Transactions and Conflicts of Interests”
under the heading “Conflicts of Interests - Interests of Underwriter” on page 98 of the
Prospectus, our Company has no material relationship with the Manager, Underwriter or
Placement Agent.
(b) The nature of the business of our Company has been stated earlier in this Prospectus. The
corporations which, by virtue of Section 6 of the Act, are deemed to be related to our
Company are set out under “Subsidiaries and Associated Companies” on pages 53 and 54
of this Prospectus.
(c) This Prospectus is dated 20 September 2004 and registered on 20 September 2004. No
Shares will be allotted or issued on the basis of this Prospectus later than six months after
the date of this Prospectus.
(d) The time of opening of the Application List is stated on page 17 of this Prospectus.
(e) The amount payable on application is $0.20 for each New Share.
(f) There has been no previous issue of Shares by our Company or offer for sale of our Shares
to the public within the two years preceding the date of this Prospectus.
(g) No property has been purchased or acquired or proposed to be purchased or acquired by

our Company or any of our subsidiaries which is to be paid for wholly or partly out of the
proceeds of the issue of the New Shares or the purchase or acquisition of which has not
been completed at the date of this Prospectus other than property the contract for the
purchase or acquisition whereof was entered into in the ordinary course of business of our
Company or any of our subsidiaries, the contract not being made in contemplation of the
Invitation nor the Invitation in consequence of the contract.
(h) Save as disclosed in the “Management, Underwriting and Placement Arrangements” on

page 121 of this Prospectus, no commission, discount or brokerage has been paid or other
special terms granted within the preceding two years or is payable to any Director, promoter,
expert, proposed director or any other person for subscribing or agreeing to subscribe or
procuring or agreeing to procure subscription for any shares in or debentures of our
Company or any of our subsidiaries.
(i) The estimated amount of the expenses of the Invitation is approximately $1.32 million,
including the underwriting commission, placement commission, brokerage, management
fees, audit fees, legal fees, and all other incidental expenses, all of which will be borne by
our Company. The breakdown of these estimated expenses is as follows:-
$’000
Listing fee 10
Professional fees 696
Underwriting commission, placement commission and brokerage 223
Miscellaneous expenses 391
Total estimated expenses of the Invitation 1,320
(j) No amount of cash or securities or benefit has been or is intended to be paid or given to any
promoter within the two years preceding the date of this Prospectus or is proposed or
intended to be paid or given to any promoter at any time in respect of this Invitation.
120
(k) Application monies received by our Company in respect of successful applications (including
successfully balloted applications which are subsequently rejected) will be placed in a
separate non-interest bearing account with UOB (the “Receiving Bank”). In the ordinary
course of its business, the Receiving Bank will deploy these monies in the interbank money
market. Our Company and the Receiving Bank have agreed that our Company will not
receive any revenue earned by the Receiving Bank from the deployment of such monies in
the interbank money market. Any refund of all or part of the application monies to
unsuccessful or partially successful applicants will be made without any interest or any
share of revenue or any other benefit arising therefrom.
(l) We intend to continue to appoint LTC & Associates as Auditors of our Company in the
foreseeable future.
(m) There have been no public takeover offers by third parties in respect of our Shares or by us
in respect of Shares of another corporation which have occurred during the last and current
financial year.
10. MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS

(a) Pursuant to the Management and Underwriting Agreement dated 20 September 2004 (the
“Management and Underwriting Agreement), our Company appointed UOB Asia to manage
the Invitation. UOB Asia will receive a management fee from our Company for its services
rendered in connection with the Invitation as Manager.
(b) Pursuant to the Management and Underwriting Agreement, UOB Asia has agreed to
underwrite the Offer Shares for a commission of 2.25% of the Issue Price for each Offer
Share, payable by our Company pursuant to the Invitation. The Manager may, at its absolute
discretion, appoint one or more sub-underwriters for the Offer Shares.
(c) Pursuant to the Placement Agreement dated 20 September 2004 (the “Placement
Agreement), UOB Asia has agreed to subscribe or procure subscriptions for the Placement
Shares for a placement commission of 1.5% of the Issue Price for each Placement Share, to
be paid by our Company pursuant to the Invitation. The Manager, may, at its absolute
discretion, appoint one or more sub-placement agents for the Placement Shares.
(d) Brokerage will be paid by our Company, at the rate of 0.25% of the Issue Price for each
Offer Share and 1.0% of the Issue Price for each Placement Share. For the Offer Shares,
the brokerage will be paid to members of the Association of Banks in Singapore, members
of the SGX-ST and merchant banks in respect of successful applications made on
Application Forms bearing their respective stamps, or to Participating Banks in respect of
successful applications made through Electronic Applications. For the Placement Shares,
the brokerage will be paid to the Placement Agent in accordance with the Placement
Agreement. Subscribers of Placement Shares (excluding Reserved Shares) may be
required to pay a brokerage of 1.0% of the Issue Price (and Goods and Services tax if
applicable).
(e) The Management and Underwriting Agreement may be rescinded by UOB Asia at any time
on or prior to the close of the Application List, upon the occurrence of certain events,
including:-
(i) there shall come to the knowledge of the Manager or the Underwriter any breach of
the warranties or undertakings in the Management or Underwriting Agreement or that
any of the warranties in the Management and Underwriting Agreement is untrue or
incorrect; or
121
(ii) any event or circumstance (“Specified Event”) occurring on or after the date of the
Management and Underwriting Agreement and prior to 12.00 noon on the close of the
Application List, which if it had occurred before the date of the Management and
Underwriting Agreement, would have rendered any of the warranties contained in the
Management and Underwriting Agreement untrue or incorrect; or
(iii) any Specified Event comes to the knowledge of the Manager or the Underwriter;
(iv) if there shall have been, since the date of the Management and Underwriting
Agreement:-
z any adverse change, or any development involving a prospective adverse

change, in the condition (financial or otherwise), performance or general affairs
of our Company, its subsidiaries and/or its associated companies; or
z any introduction or prospective introduction of or any change or prospective

change in any legislation, regulation, order, policy, rule, guideline or directive in
Singapore or elsewhere (whether or not having the force of law and including,
without limitation, any directive or request issued by the Authority, the Securities
Industry Council of Singapore or the SGX-ST) or in the interpretation or
application thereof by any court, governmental body, regulatory authority or
other competent authority; or
z any change, or any development involving a prospective change, in local,

national, regional or international financial (including stock market, foreign
exchange market, inter-bank market or interest rates or money market),
political, industrial, economic, legal or monetary conditions, taxation or
exchange controls (including, without limitation, the imposition or any
moratorium, suspension or material restriction on trading in securities generally
on the SGX-ST due to exceptional financial circumstances or otherwise); or
z any imminent threat or occurrence of any local, national or international

outbreak or escalation of hostilities, insurrection, terrorist attacks or armed
conflict (whether or not involving financial markets); or
z any other occurrence of any nature whatsoever,
which event or events shall in the opinion of the Manager: (1) result or be likely to
result in a material adverse fluctuation or adverse conditions in the stock market in
Singapore or overseas, or (2) be likely to prejudice the success of the subscription or
offer of the New Shares (whether in the primary market or in respect of dealings in
the secondary market), or (3) make it impracticable, inadvisable, inexpedient or
uncommercial to proceed with any of the transactions contemplated in the
Management and Underwriting Agreement, or (4) be likely to have a adverse effect on
the business, trading position, operations or prospects of our Company or of the
Group as a whole, or (5) be such that no reasonable underwriter would have entered
into the Management and Underwriting Agreement, or (6) result or be likely to result
in the issue of a stop order by the Authority pursuant to the SFA, or (7) make it
uncommercial or otherwise contrary to or outside the usual commercial practices of
underwriters in Singapore for the Underwriter to observe or perform or be obliged to
observe or perform the terms of the Management and Underwriting Agreement; or
122
(v) without limiting the generality of the foregoing, if it comes to the notice of the Manager
(1) any statement contained in the Prospectus or the Application Forms relating
thereto which in the sole and absolute opinion of the Manager has become untrue,
incorrect or misleading in any respect or (2) circumstances or matters have arisen or
have been discovered, which would, if the Prospectus was to be issued at that time,
constitute in the sole and absolute opinion of the Manager, a material omission of
such information, and our Company fails to lodge a supplementary or replacement
prospectus or document within a reasonable time after being notified of such material
misrepresentation or omission or fails to promptly take such steps as the Manager
may reasonably require to inform investors of the lodgement of such supplementary
or replacement prospectus or document. In such an event, the Manager reserves the
right, at its absolute discretion to cancel the Invitation and any application monies
received will be refunded (without interest or any share of revenue or other benefit
arising therefrom) to the applicants for the New Shares by ordinary post, telegraphic
transfer or such other means as the Manager may deem appropriate at the applicant’s
own risk within fourteen days of the termination of the Invitation.
(g) In the event the Management and Underwriting Agreement is terminated, our Company
reserves the right, at the absolute discretion of our Directors, to cancel the Invitation.
(h) The Placement Agreement is conditional upon the Management and Underwriting
Agreement not having been terminated or rescinded pursuant to the provisions of the
Management and Underwriting Agreement.
11. CONSENTS
(a) LTC & Associates has given and has not withdrawn their written consent to the issue of this
Prospectus with the inclusion herein of the Independent Auditors’ Report and the Audited
Consolidated Financial Statements for the Financial Years Ended 31 December 2001, 2002
and 2003 in the form and context in which they appear in this Prospectus and references to
their name in the form and context in which it appears in this Prospectus and to act in such
capacity in relation to this Prospectus.
(b) Each of the Manager, Underwriter and Placement Agent, the Primary Sub-Underwriters, the
Primary Sub-Placement Agents, the Solicitors to the Invitation, the Solicitors to the Manager,
Underwriter and Placement Agent, the Legal Advisers to the Company on Thai Law, the
Legal Advisers to the Company on Malaysian Law, the Legal Advisers to the Company on
Philippine Law, the Legal Adviser to the Company on PRC Law, the Share Registrar, the
Receiving Banker and the Principal Banker do not make, or purport to make, any statement
in this Prospectus or any statement upon which a statement in this Prospectus is based
and, to the maximum extent permitted by law, expressly disclaim and take no responsibility
for any liability to any person which is based on, or arises out of, the statements, information
or opinions in this Prospectus.
12. STATEMENT BY THE DIRECTORS OF OUR COMPANY

The Prospectus has been seen and approved by our Directors and they collectively and
individually accept full responsibility for the truth and accuracy of the information given herein and
confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there
are no other facts the omission of which would make any statement herein misleading, and that
this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our
Group.
123
13. DOCUMENTS FOR INSPECTION

The following documents may be inspected at our registered office at 6 Loyang Way 4, Singapore
507605 during normal business hours for a period of six months from the date of this Prospectus:-
(a) the Memorandum and Articles of Association of our Company;
(b) the Independent Auditors’ Report set out in Appendix A of this Prospectus;
(c) the Audited Consolidated Financial Statements for the Financial Years ended 31 December
2001, 2002 and 2003 set out in Appendix B of this Prospectus;
(d) the audited financial statements of Adampak and its subsidiaries for the last three financial
years ended 31 December 2001, 2002 and 2003;
(e) the material contracts referred to in paragraph 4 on pages 117 and 118 of this Prospectus;
(f) the letter of consent referred to in paragraph 11(a) on page 123 of this Prospectus; and
(g) the Service Agreements referred to on pages 89 and 90 of this Prospectus.
124
APPENDIX A
INDEPENDENT AUDITORS’ REPORT
20 September 2004
The Board of Directors

Adampak Limited
6 Loyang Way 4
Singapore 507605
Dear Sirs
INDEPENDENT AUDITORS’ REPORT
We have audited the accompanying consolidated financial statements of Adampak Limited (the
“Company”) and its subsidiaries (collectively the “Group”) as set out on pages B-1 to B-28, comprising
the Group’s consolidated balance sheets as at 31 December 2001, 2002 and 2003, its consolidated
income statements, consolidated statements of changes in shareholders’ equity and consolidated cash
flow statements for each of the financial years ended 31 December 2001, 2002 and 2003. These
consolidated financial statements are the responsibility of the directors of the Company. Our
responsibility is to express an opinion on these financial statements based on our audits.
In compliance with the Singapore Companies Act, the directors of the Company had previously
authorised the issuance of statutory consolidated financial statements for the financial years ended 31
December 2001, 2002 and 2003 of which we were the auditors. Our Auditors’ Reports dated 20 June
2002, 27 June 2003 and 19 March 2004 in respect of our audits of these statutory consolidated financial
statements for each of the financial years ended 31 December 2001, 2002 and 2003 respectively, are
unqualified.
We conducted our audits in accordance with Singapore Standards on Auditing. Those standards require
that we plan and perform the audits 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, the abovementioned consolidated financial statements of the Group present fairly, in all
material respects, the financial positions of the Group as at 31 December 2001, 2002 and 2003 and of
the results of operations, changes in shareholders’ equity and cash flows of the Group for each of the
financial years ended 31 December 2001, 2002 and 2003 in accordance with Singapore Financial
Reporting Standards.
This report has been prepared for inclusion in the Prospectus dated 20 September 2004 in connection
with the invitation by the Company in respect of the issue of 44,500,000 new ordinary shares of par value
$0.08 each in the share capital of the Company. No audited financial statements of the Company or its
subsidiaries have been prepared for any period subsequent to 31 December 2003.
Yours faithfully
LTC & Associates

Certified Public Accountants
Singapore
Partner: Tsang Siu For Thomas
A-1
APPENDIX B
AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2001, 2002 AND 2003
ADAMPAK LIMITED AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS

FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2001, 2002 AND 2003
Note 2001 2002 2003

$’000 $’000 $’000
Revenue 3 24,502 32,311 36,214
Cost of sales (18,946) (24,938) (26,316)
Gross profit 5,556 7,373 9,898
Other operating income 4 689 263 325
6,245 7,636 10,223
Distribution and selling expenses (1,873) (2,417) (2,721)
Administrative expenses (2,789) (3,404) (3,361)
Other operating expenses (124) (499) (362)
Profit from operations 5 1,459 1,316 3,779
Finance costs 6 (158) (224) (234)
1,301 1,092 3,545
Income from associated companies 673 773 1,648
Profit before taxation 1,974 1,865 5,193
Taxation 8 (227) (683) (1,147)
Net profit for the financial year 1,747 1,182 4,046
Basic earnings per share (in cents) 9 116 79 270
See accompanying notes to the consolidated financial statements
B-1
APPENDIX B
CONSOLIDATED BALANCE SHEETS

AS AT 31 DECEMBER 2001, 2002 AND 2003
Note 2001 2002 2003

$’000 $’000 $’000
Non-current assets
Property, plant and equipment 10 11,918 12,542 10,845
Associated companies 11 4,395 4,842 6,151
Negative goodwill 12 (333) (300) (267)
15,980 17,084 16,729
Current assets
Stocks 13 3,765 3,874 3,913
Trade debtors 14 6,014 7,057 8,134
Other debtors and prepayments 15 103 252 293
Cash and bank balances 16 1,791 3,381 4,139
11,673 14,564 16,479
Current liabilities
Bank loan and overdraft 17 660 2,593 1,758
Trade creditors 18 2,374 3,030 2,663
Other creditors and provisions 19 1,548 1,030 522
Current portion of obligations under
hire purchase contracts 20 595 911 836
Provision for taxation 433 898 1,388
5,610 8,462 7,167
Net current assets 6,063 6,102 9,312
Non-current liabilities
Bank loan 17 (1,247) (1,117) (1,075)
Obligations under hire purchase contracts 20 (925) (1,786) (1,004)
Deferred taxation 21 (664) (494) (437)
(2,836) (3,397) (2,516)
Net assets 19,207 19,789 23,525
Shareholders’ equity
Share capital 22 1,500 1,500 1,500
Capital reserves 23 1,341 1,092 1,133
Proposed dividends 24 351 351 5,000
19,207 19,789 23,525
B-2
APPENDIX B
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Share Capital Retained Proposed

capital reserves profits dividends Total
$’000 $’000 $’000 $’000 $’000
(Note 23)
Balance at 1 January 2001 1,500 1,367 14,619 340 17,826
Net profit for the financial year – – 1,747 – 1,747
Foreign currency translation differences – (26) – – (26)
Dividends paid during the year – – – (340) (340)
Proposed final dividends of $0.30

per ordinary share less tax at 22% – – (351) 351 –
Balance at 31 December 2001 1,500 1,341 16,015 351 19,207
Foreign currency translation differences – (249) – – (249)

per ordinary share less tax at 22% – – (351) 351 –
Balance at 31 December 2002 1,500 1,092 16,846 351 19,789
Foreign currency translation differences – 41 – – 41

per ordinary share less tax at 22% – – (5,000) 5,000 –
Balance at 31 December 2003 1,500 1,133 15,892 5,000 23,525
B-3
APPENDIX B
CONSOLIDATED CASH FLOW STATEMENTS

2001 2002 2003

$’000 $’000 $’000
Cash flows from operating activities: -

Profit before taxation and income from associated companies 1,301 1,092 3,545
Adjustments for:
Amortisation of negative goodwill – (33) (33)
Bad debts written off
- trade – 2 –
- non-trade – – 9
Depreciation 1,896 2,232 2,217
Gain on disposal of plant and equipment (156) (6) (27)
Interest income (44) (16) (5)
Interest expense 158 224 234
Provision for doubtful trade debts 25 39 56
Provision for slow-moving stocks 136 37 134
Reversal of provision for doubtful trade debts (24) (31) (20)
Reversal of provision for slow-moving stocks – (39) (105)
Unrealised foreign exchange (230) 548 268
Operating profit before working capital changes 3,062 4,049 6,273
(Increase) / decrease in stocks 23 (116) (66)
(Increase) / decrease in trade and other receivables 1,212 (1,579) (1,246)
Increase / (decrease) in trade and other payables (515) 564 (649)
Cash generated from operations 3,782 2,918 4,312
Tax paid (1,086) (290) (421)
Net cash generated from operating activities 2,696 2,628 3,891
Cash flows from investing activities: -
Interest received 44 16 5
Purchase of plant and equipment (Note A below) (1,837) (1,902) (547)
Proceeds from disposal of plant and equipment 256 45 133
Acquisition of a subsidiary (Note 1) (720) – –
Payment for acquisition of a subsidiary acquired in
previous year (Note B below) – (476) (193)
Net cash used in investing activities (2,257) (2,317) (602)
Cash flows from financing activities: -
Interest paid (158) (224) (234)
Proceeds from hire purchase contracts for plant and
equipment purchased in previous year – 735 –
Repayments of bank loan (89) (92) (101)
Repayments of hire purchase contracts (528) (713) (914)
Dividends received from an associated company – 45 45
Dividends paid (340) (351) (351)
Net cash used in financing activities (1,115) (600) (1,555)
Net increase / (decrease) in cash and cash equivalent (676) (289) 1,734
Cash and cash equivalent at beginning of year 1,929 1,257 952

Effect of exchange rate changes on balances held in
foreign currencies 4 (16) (200)
Cash and cash equivalent at end of year 1,257 952 2,486
B-4
APPENDIX B
CONSOLIDATED CASH FLOW STATEMENTS

FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2001, 2002 AND 2003 (Cont’d)
2001 2002 2003

$’000 $’000 $’000
Cash and cash equivalent comprises:

Cash and bank balances (Note 16) 1,791 3,381 4,139
Bank overdraft (Note 17) (534) (2,429) (1,653)
1,257 952 2,486
Notes:
A. Purchase of plant and equipment
Cash payments 1,837 1,902 547

Purchased by means of hire purchase 1,096 1,155 54
2,933 3,057 601
B. For the financial year ended 31 December 2002, a partial payment for acquisition of a subsidiary acquired in previous year
amounting to $547,000 was made on behalf of the Group by the directors of the Company.
B-5
APPENDIX B
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31 DECEMBER 2001, 2002 AND 2003
These notes form an integral part of and should be read in conjunction with the accompanying
consolidated financial statements.
1. CORPORATE INFORMATION
The Company was incorporated in the Republic of Singapore on 10 January 1979 as a private
limited company under the name of Adampak & Print Pte Ltd. On 9 July 2004, the name of the
Company was changed to Adampak Pte Ltd. On 15 July 2004, the Company was converted into a
public limited company and renamed Adampak Limited.
The registered office and place of business of the Company is at 6 Loyang Way 4 Singapore
507605.
The principal activities of the Company are those of manufacturing of labels, seals and other die-
cut components mainly for the electronics, pharmaceutical/medical equipment and supplies and
chemical industries. There have been no significant changes in the nature of these activities during
the financial years.
Details of the subsidiaries as at 31 December are as follows:-
Name of company
(Country of
incorporation/ Percentage of
place of business) Principal activities Cost of investments equity held
2001 2002 2003 2001 2002 2003
$’000 $’000 $’000 % % %
Adampak & Print Manufacture of labels 332 332 332 100 100 100
(Phils.) Inc.(i) and die-cut components
(Philippines) mainly for the electronics
industry
Adampak Screen Investment holding 1,936 1,936 1,936 100 100 100
Printing Pte Ltd (ii)
(Singapore)
Adampak (Thailand) Manufacture of labels 210 1,473 1,473 100 100 100
Limited (iii) and die-cut components
(Thailand) mainly for the electronics
industry
(i) Audited by Punongbayan & Araullo, a firm of Certified Public Accountants in the Philippines,
for the financial years ended 31 December 2001, 2002 and 2003. Punongbayan & Araullo,
is located at 20th Floor, Tower 1, The Enterprise Centre, 6766 Ayala Avenue, 1200 Makati
City, Philippines. For the financial year ended 31 December 2001, Punongbayan & Araullo
was a member practice of Ernst & Young Global whereas for the financial years ended 31
December 2002 and 2003, it was a member firm of Grant Thornton International.
B-6
APPENDIX B
1. CORPORATE INFORMATION (CONT’D)

(ii) Audited by LTC & Associates.
(iii) Audited by Serene CPA Company Limited, a firm of Certified Public Accountants in Thailand
for the financial year ended 31 December 2001. Serene CPA Company Limited is located at
1091/119 Nakornluang Thai Trade Center, near Petchburi Road, Makasan, Rajtaewee,
Bangkok 10400, Thailand.
Audited by Ernst & Young Office Limited, a firm of Certified Public Accountants in Thailand
for the financial years ended 31 December 2002 and 2003. Ernst & Young Office Limited is
located at 33rd Floor, Lake Rajada Office Complex, 193/136-137 Rajadapisek Road,
Klongtoey, Bangkok 10110, Thailand.
Acquisition or incorporation of subsidiary in the financial year ended 31 December 2001
(a) On 31 October 2001, the Company incorporated Adampak (Thailand) Limited as a 100%
owned subsidiary. The initial investment was 5 million Baht ($210,000) and was
subsequently increased to 35 million Baht ($1,473,000) in the financial year ended 31
December 2002.
(b) On 31 December 2001, the Company acquired 100% of the share capital of Adampak
Screen Printing Pte Ltd. The effect of the acquisition as at 31 December 2001 is as follows:
$’000
Asset acquired:-
Associated companies 2,271
Less:-
Accruals (2)
Fair value of net assets acquired 2,269
Negative goodwill (333)
Consideration 1,936
Satisfied by:
Cash paid on date of acquisition 720
Amount payable within one year (Note 19) 1,216
1,936
Subsequent to the financial year ended 31 December 2003, the Company has received the
approval to establish a subsidiary in Suzhou, People’s Republic of China (“PRC”) to commence
manufacturing operations in Suzhou, PRC.
The principal activities of the associated companies are stated in Note 11 to the consolidated
financial statements.
B-7
APPENDIX B
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(I) Basis of presentation
(a) Basis of accounting
The consolidated financial statements are prepared under the historical cost
convention modified to include the valuation of certain property, plant and equipment
and are expressed in Singapore dollars.
(b) Statement of compliance

The consolidated financial statements are prepared in accordance with and comply
with Singapore Financial Reporting Standards (“FRS”) including related
Interpretations promulgated by the Council on Corporate Disclosure and Governance.
(c) Change in accounting framework

The Group has adopted for the first time, Singapore Financial Reporting Standards,
issued by the Council on Corporate Disclosure and Governance, which are now the
prescribed accounting standards in Singapore, in preparing the financial statements
for the financial years ended 31 December 2001, 2002 and 2003. The statutory
financial statements of the Group for the financial years ended 31 December 2001
and 2002 were prepared in accordance with Singapore Statements of Accounting
Standards issued by the Institute of Certified Public Accountants of Singapore.
The change in accounting framework has no significant effect on the financial

positions, operating results and cash flows of the Group for the financial years ended
31 December 2001 and 2002.
(d) Basis of consolidation

The Group’s consolidated financial statements include the financial statements of the
Company and its subsidiaries. The results of subsidiaries acquired or disposed of
during the financial year are included or excluded from the Group’s consolidated
financial statements from their respective dates of acquisition or disposal.
Intercompany balances and transactions and resulting unrealised profits are
eliminated in full on consolidation. Unrealised losses resulting from intercompany
transactions are also eliminated unless cost cannot be recovered.
(II) Summary of significant accounting policies

(a) Stocks
Stocks are stated at the lower of cost (first-in, first-out) and net realisable value. In the
case of finished goods and work-in-progress, cost includes an appropriate proportion
of production overheads.
(b) Property, plant and equipment and depreciation

All property, plant and equipment are stated at cost less accumulated depreciation
and any impairment loss, except for a leasehold factory building stated at valuation as
at 31 December 1996 revalued by the directors based on an independent professional
valuation on the estimated open market value on an existing use basis less
subsequent depreciation. Surplus on revaluation of such leasehold factory building
was taken to revaluation reserve. On disposal of the revalued leasehold factory
building, the related revaluation surplus is credited to the income statement.
B-8
APPENDIX B

(CONT’D)
(II) Summary of significant accounting policies (Cont’d)
(b) Property, plant and equipment and depreciation (Cont’d)
Depreciation is calculated to write off the cost or valuation of the property, plant and
equipment over their estimated useful lives by the straight-line method. The annual
rates of depreciation are as follows:-
Year
Leasehold factory buildings 30 to 50

Plant and equipment 3 to 20
Motor vehicles 5
Renovations 3
Fully depreciated assets still in use are retained in the consolidated financial
statements.
(c) Translation of foreign currency financial statements

The monetary and non-monetary assets and liabilities and the income and expense
items in the financial statements of the foreign subsidiaries and associated companies
are translated into Singapore dollars at the closing rate and average rate of exchange
respectively. All translation differences are taken directly to translation reserve.
(d) Foreign currencies

Transactions arising in foreign currencies are converted into Singapore dollars at rates
of exchange approximating to those ruling at transaction dates and recorded
monetary balances at the balance sheet date are converted at rates of exchange
approximating to those ruling at that date. Exchange differences are taken up in the
income statement.
(e) Deferred taxation

Deferred taxation is provided, using the liability method, on all temporary differences
at the balance sheet date between the tax bases of assets and liabilities and their
carrying amount for financial reporting purposes.
Tax rates enacted or substantively enacted at the balance sheet date are used to
determine deferred taxation.
Deferred tax assets are recognised to the extent that it is probable that future taxable
profit will be available against which the temporary differences can be utilised.
(f) Subsidiaries
A subsidiary is a company in which the Group, directly or indirectly, holds more than
50% of the issued share capital, or controls more than half of the voting power, or
controls the composition of the board of directors.
B-9
APPENDIX B

(CONT’D)
(g) Associated companies
An associated company is an enterprise in which the investor has significant influence
and which is neither a subsidiary nor a joint venture of the investor. Significant
influence is the power to participate in the financial and operating policy decisions of
the investee but is not control over those policies.
The Group’s share of results of the associated companies is included in the

consolidated income statement based on audited financial statements all made up to
the date of the Company’s financial year end.
The Group’s share of post acquisition reserves or accumulated losses of the

associated companies is included in the carrying value of the investments in the
consolidated balance sheet.
(h) Negative goodwill

Negative goodwill represents the excess of the fair value of identifiable net assets of a
subsidiary when acquired over the fair value in consideration given. Negative goodwill
is presented in the same classification as goodwill in the balance sheet. To the extent
that negative goodwill relates to expectations of future losses and expenses that are
identified in the Group’s plan for the acquisition and can be measured reliably, but
which do not represent identifiable liabilities, that portion of negative goodwill is
recognised in the income statement when the future losses and expenses are
recognised. Any remaining negative goodwill, not exceeding the fair value of non-
monetary assets acquired, is recognised in the income statement over the remaining
weighted average useful life of the assets of ten years; negative goodwill in excess of
the fair value of these assets is recognised in the income statement immediately.
(i) Assets under hire purchase

Where assets are under hire purchase agreements, the assets are capitalised in the
financial statements and the corresponding obligation treated as a liability. The assets
so capitalised are depreciated in accordance with the Group’s accounting policy on
depreciation of property, plant and equipment. The total interest, being the difference
between the total instalments payable and the capitalised amount is charged to the
income statement to give a constant rate of charge on the remaining balance of the
obligation.
(j) Leases
Leases are classified as finance leases whenever the terms of the lease transfer
substantially all risks and rewards of ownership to the lessee. All other leases are
classified as operating leases.
Rental costs under operating leases are charged to the income statement over the
period of the leases.
(k) Revenue recognition

Revenue from the sale of goods is recognised when goods sold are delivered to
customers.
Interest income is recognised on a time-proportion basis.
B-10
APPENDIX B

(CONT’D)
(l) Employee benefits
Defined contribution plan
As required by the law, the Group makes contributions to the state pension scheme,
the Central Provident Fund (CPF) and superannuation. CPF and superannuation
contributions are recognised as compensation expense in the same period as the
employment that gives rise to the contribution.
(m) Cash and cash equivalents

Cash consists of cash on hand and cash at banks, including bank overdrafts. Cash
equivalents are short-term highly liquid equity investments that are readily convertible
to known amounts with original maturities of three months or less and that are
subjected to an insignificant risk of change in value.
(n) Provisions
Provisions are recognised when the Group has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of resources will be
required to settle the obligation, and a reliable estimate of the amount can be made.
(o) Impairment of assets

At each balance sheet date, the Group reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets
have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any). If the recoverable amount of an
asset is estimated to be less than its carrying amount, the carrying amount of an
asset is reduced to its recoverable amount and the impairment loss is recognised as
an expense immediately.
An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount.
(p) Financial risk management policies

Exposures to credit, interest rate and currency risks arise from the normal course of
the Group’s business. The Group uses the following financial management policies
and guidelines to set out its overall business strategies, risk tolerance and its general
risk management philosophy.
Credit risk is the risk that companies and other parties will be unable to meet their
obligations to the Group resulting in financial loss to the Group. The Group manages
such risks by dealing with a diversity of credit-worthy counterparties to mitigate any
significant concentration of credit risk. Credit policy includes assessing and evaluation
of existing and new customers’ credit reliability and monitoring of receivable
collections. The Group places its cash and cash equivalents with credit-worthy
institutions.
B-11
APPENDIX B

(CONT’D)
(p) Financial risk management policies (Cont’d)
The maximum exposure to credit risk in the event that the counterparties fail to
perform the obligations as at the end of the financial year in relation to each class of
financial assets is the carrying amount of these assets in the consolidated balance
sheet.
Foreign currency exchange risk arises from a change in foreign currency exchange
rate, which is expected to have adverse effect on the Group in the current reporting
period and in future years.
The Group’s main foreign currency risk arises from foreign currency denominated
sales and purchases, and operating expenses. This risk is mitigated to certain extent
by the natural hedge between sales receipts and purchases, and operating expenses
disbursement.
Companies within the Group, including the Group’s associated companies, maintain
their books in their respective functional currencies. Profits and net assets of overseas
companies are translated into Singapore dollars, the Group’s reporting currency for
consolidation purposes. Fluctuations in the exchange rate between the functional
currencies and Singapore dollars will have an impact on the Group.
The Group also maintains foreign currency bank accounts for operating purposes.
Interest rate risk is the risk that changes in interest rates will have an adverse
financial effect on the Group’s financial conditions and/or results. The primary source
of the Group’s interest rate risk is its borrowings from banks in Singapore. The
Group’s and Company’s policy is to manage its interest cost using a combination of
fixed and variable interest rate borrowings, where applicable.
The Group has adequate credit facilities to ensure necessary liquidity as provided
from the consolidated balance sheet.
The fair values of financial assets and financial liabilities approximate their carrying
amount as reflected in the consolidated balance sheet.
3. REVENUE
Revenue represents invoiced value of goods sold less returns and discounts.
2001 2002 2003

$’000 $’000 $’000
Trading income from manufactured goods 23,066 31,087 35,107

Trading income from merchandise 1,436 1,224 1,107
24,502 32,311 36,214
B-12
APPENDIX B
4. OTHER OPERATING INCOME

2001 2002 2003
$’000 $’000 $’000
Amortisation of negative goodwill – 33 33

Bad trade debts recovered – 1 –
Cash discount 116 173 224
Gain on foreign exchange differences, net 343 – –
Gain on disposal of plant and equipment 156 6 27
Interest income 44 16 5
Reversal of provision for doubtful trade debts 24 31 20
Sundry income 6 3 16
689 263 325
5. PROFIT FROM OPERATIONS

This is determined after charging/(crediting) :
2001 2002 2003

$’000 $’000 $’000
Amortisation of negative goodwill – (33) (33)

Bad debts written off:
- trade – 2 –
- non-trade – – 9
Bad trade debts recovered – (1) –
Cost of stocks sold 18,946 24,938 26,316
Depreciation of property, plant and equipment 1,896 2,232 2,217
Directors’ fees:
- directors of the Company 120 120 120
Directors’ remunerations:
- directors of the Company 1,234 1,464 1,442
- directors of subsidiaries 172 261 195
(Gain)/Loss on foreign exchange differences, net (343) 359 206
Gain on disposal of plant and equipment (156) (6) (27)
Operating lease expense – rental 280 330 306
Provision for doubtful trade debts 25 39 56
Provision for slow-moving stocks:
- Finished goods 102 13 7
- Work-in-progress – 24 61
- Raw materials 34 – 66
Reversal of provision for doubtful trade debts (24) (31) (20)
Reversal of provision for slow-moving stocks:
- Finished goods – (36) (79)
- Work-in-progress – – (26)
- Raw materials – (3) –
B-13
APPENDIX B
6. FINANCE COSTS
2001 2002 2003
$’000 $’000 $’000
Bank overdraft interest 6 81 51

Hire purchase interest 73 72 122
Bank loan interest 79 71 61
158 224 234
7. STAFF COST
2001 2002 2003
$’000 $’000 $’000
Wages and salaries and other staff related expenses 4,403 5,657 6,017
Employers’ contribution to defined contribution plan 407 461 422
4,810 6,118 6,439
Number of employees at end of year (full-time employees) 221 298 312
The staff cost excludes directors’ fees and remunerations.
8. TAXATION
2001 2002 2003
$’000 $’000 $’000
Current taxation 280 755 911

Overprovision in prior years (25) – –
Deferred taxation (137) (169) (57)
Share of taxation of associated companies 109 97 293
227 683 1,147
The income tax expense varied from the amount of income tax expense by applying the Singapore
income tax rate of 24.5% in 2001 and 22.0% in 2002 and 2003 to profit before taxation as a result
of the following differences:
B-14
APPENDIX B
8. TAXATION (CONT’D)
2001 2002 2003
$’000 $’000 $’000
Accounting profit 1,974 1,865 5,193
Income tax expense at statutory rate 484 410 1,142

Tax effect on non-taxable items (37) (2) (5)
Tax effects on non-allowable items 114 139 202
Tax effects from partial exempt income (27) (15) (14)
(Over)/Under provision for prior year’s taxation (20) – 1
Tax effect on utilisation of reinvestment allowances
in an associated company (75) (94) (128)
Under/(Over) provision for prior year’s deferred taxation (113) 46 (36)
Deferred tax assets/(liabilities) during the year not recognised 9 287 (19)
Tax effects on exempt income from a subsidiary (37) (49) (39)
Effect on change in tax rate (27) (72) –
Effect of different tax rate of overseas operations (55) (60) 57
Effect on unrealised profits eliminated from plant and
machinery resulting from tax holiday of a subsidiary 8 117 –
Others 3 (24) (14)
227 683 1,147
(I) In 1999, Adampak & Print (Phils.) Inc., a subsidiary in the Philippines, registered with
Philippines Economic Zone Authority (PEZA) as a non-pioneer enterprise engaged in the
printing of adhesive labels for the electronic industry. The subsidiary is entitled to certain
incentives under Republic Act 7916, which include:-
a. Income tax holiday (ITH) for four years started from June 2000 to June 2004. With the
expiration of the ITH in June 2004, the subsidiary, in lieu of payments of national tax
and local taxes, becomes liable for the payment of 5% final tax on gross income
earned, net of allowable deductions;
b. Exemption from the payment of duties and taxes for all goods imported related to the
subsidiary’s registered operations;
c. Exemption from export taxes, impost or fees on export sales;
d. Exemption from the payment of local taxes and fees, contractor’s tax on gross
receipts and wharfage fees; and
e. Zero-rating of value-added tax on purchase of raw materials, supplies and semi-

manufactured products from local suppliers.
The subsidiary was granted the authority to make local sales to certain manufacturers
provided that such sales do not exceed 30% of the total sales.
Under the terms of registration of the operating activities, the subsidiary is required to
meet certain export and employment quotas.
B-15
APPENDIX B
8. TAXATION (CONT’D)
(II) In 2002, Adampak (Thailand) Limited, a subsidiary in Thailand, was granted the promotional
privileges under Thai Investment Promotional Act. B.E. 2520 approved by the Board of
Investment for the manufacture of labels under certificates No. 1090(1)/2545. Subject to
certain imposed conditions, the main privileges include the following:
a. Reduction of import duty on imported machinery for production;
b. Exemption from import duty on imported raw materials for the production of export
sales for a period of one year, renewable on annual basis (expiring in 2009);
c. Exemption from corporate income tax on net profit for a period of seven years under
certain conditions, commencing from the date of first earning operating revenue
(expiring in 2009); and
d. Dividends paid from the profits of promoted operations which are exempted from
corporate income tax, are in turn exempted from inclusion in the determination of
corporate income tax.
Subject to agreement with the Tax Authority and compliance with certain conditions of the Income
Tax Act and meeting certain statutory requirements by those subsidiaries in their countries of
incorporation, the Group has unabsorbed tax losses of approximately $25,000 in 2001, $939,000
in 2002 and $949,000 in 2003 as at the end of the financial year which are available for set off
against future taxable income.
9. BASIC EARNINGS PER SHARE

Basic earnings per share is calculated based on the consolidated net profit of $1,747,000,
$1,182,000 and $4,046,000 for the financial years ended 31 December 2001, 2002 and 2003,
respectively, divided by the weighted average number of shares outstanding for each of the
financial years ended 31 December 2001, 2002 and 2003 of 1,500,000.
B-16
APPENDIX B
10. PROPERTY, PLANT AND EQUIPMENT

Valuation Cost
Leasehold Leasehold
factory factory Plant and Motor
building building equipment vehicles Renovations Total
$’000 $’000 $’000 $’000 $’000 $’000
Valuation/Cost :
As at 1 January 2001 3,000 4,042 11,872 1,649 878 21,441
Additions – – 2,562 107 264 2,933
Disposals – – (346) (493) – (839)
Translation differences – – 29 2 10 41
As at 31 December 2001 3,000 4,042 14,117 1,265 1,152 23,576

Additions – 214 2,059 322 462 3,057
Disposals – – (46) (59) – (105)
Translation differences – – (128) (7) (58) (193)
As at 31 December 2002 3,000 4,256 16,002 1,521 1,556 26,335

Additions – 72 492 21 16 601
Disposals – – (145) (212) – (357)
Translation differences – – 8 1 6 15
As at 31 December 2003 3,000 4,328 16,357 1,331 1,578 26,594
Accumulated depreciation :
As at 1 January 2001 233 504 8,004 1,220 537 10,498
Charge 60 134 1,331 144 227 1,896
Disposals – – (246) (493) – (739)
Translation differences – – 1 – 2 3
As at 31 December 2001 293 638 9,090 871 766 11,658

Charge 60 138 1,511 176 347 2,232
Disposals – – (6) (60) – (66)
As at 31 December 2002 353 776 10,578 985 1,101 13,793

Charge 60 144 1,532 174 307 2,217
Disposals – – (55) (196) – (251)
As at 31 December 2003 413 920 12,052 962 1,402 15,749
Net book value:

As at 31 December 2001 2,707 3,404 5,027 394 386 11,918
As at 31 December 2002 2,647 3,480 5,424 536 455 12,542
As at 31 December 2003 2,587 3,408 4,305 369 176 10,845
B-17
APPENDIX B
10. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

(i) The net book value of plant and equipment purchased under hire purchase is approximately
$1,944,000 in 2001, $2,969,000 in 2002 and $2,090,000 in 2003.
(ii) The net book value of motor vehicles purchased under hire purchase is approximately
$99,000 in 2001, $246,000 in 2002 and $168,000 in 2003.
(iii) The leasehold factory buildings are mortgaged to a bank for certain credit facilities granted
including a bank loan (See Note 17).
(iv) The Group’s leasehold factory building at 10 Loyang Drive, Singapore was revalued by the
directors in 1996 based on an independent professional valuation on the estimated open
market value on an existing use basis. The surplus on revaluation was credited to the asset
revaluation reserve. If this asset had been carried at cost less accumulated depreciation, the
net book value as at the end of the financial years would have been approximately
$1,487,000 in 2001, $1,450,000 in 2002 and $1,413,000 in 2003.
11. ASSOCIATED COMPANIES

2001 2002 2003
$’000 $’000 $’000
Unquoted equity shares, at cost 2,472 2,472 2,472
Share of retained profits less losses:

- At beginning of year 1,359 1,923 2,370
- Current year 564 676 1,355
- Dividends income – (45) (45)
- Foreign currency translation reserve – (184) (1)
- At end of year 1,923 2,370 3,679
4,395 4,842 6,151
Country of
incorporation/
Principal place of Effective equity
Name activities business interest held Cost of investment
2001 2002 2003 2001 2002 2003
% % % $’000 $’000 $’000
Adampak Manufacture of Malaysia 50 (iii)

50 (iii)
50 (iii)
2,393 2,393 2,393
Graphics labels and
Sdn. Bhd. (i) adhesive labels
Adampak Manufacture of Malaysia 62.5 (iv)

62.5 (iv)
62.5 (iv)
79 79 79
Graphics labels and
(KL) Sdn. Bhd. (i) adhesive labels
2,472 2,472 2,472
B-18
APPENDIX B
11. ASSOCIATED COMPANIES (CONT’D)

The details of subsidiaries of the associated companies are as follows:
Country of incorporation/ Effective equity

Name Principal activities place of business interest held
2001 2002 2003
% % %
AG Label Sdn Bhd (i)

Trading in labels and Malaysia 62.5 (v)
62.5 (v)
62.5 (v)
adhesive labels
Adampak Graphics Manufacture and trading PRC 50 (vi)

50 (vi)
50 (vi)
(Tianjin) Limited (ii) of labels
(i) Audited by Ismail Chong & Associates, a firm of Chartered Accountants in Malaysia, for the
financial years ended 31 December 2001 and 2002. Ismail Chong & Associates, a member
firm of Moore Stephens International Limited, is located at No. 85 Beach Street, 10300
Penang, Malaysia.
Audited by KPMG, a firm of Chartered Accountants in Malaysia, for the financial year ended
31 December 2003. KPMG, a member firm of KPMG International, is located at 1st Floor,
Wisma Penang Garden, 42 Jalan Sultan Ahmad Shah, 10050 Penang, Malaysia.
(ii) Audited by YueHua Certified Public Accountants Co., Ltd, a firm of Certified Public
Accountants located at 9/F Kangyue Building No. 35 Xikang Road, Heping District, Tianjin,
PRC, for the financial years ended 31 December 2002 and 2003.
(iii) Direct interest of 25% in 2001, 2002 and 2003 and indirect interest via Adampak Screen
Printing Pte Ltd of 25% in 2001, 2002 and 2003.
(iv) Direct interest of 25% in 2001, 2002 and 2003 and indirect interest via Adampak Graphics
Sdn. Bhd. of 37.5% in 2001, 2002 and 2003.
(v) AG Label Sdn. Bhd. is a wholly owned subsidiary of Adampak Graphics (KL) Sdn. Bhd..
(vi) Adampak Graphics (Tianjin) Limited is a wholly owned subsidiary of Adampak Graphics
Sdn. Bhd. and incorporated on 28 December 2001.
For the financial years ended 31 December 2001, 2002 and 2003, Adampak Graphics (KL) Sdn.
Bhd. is not treated as a subsidiary of the Group as the Group’s management is unable to exercise
control over the associated company. The control lies with Adampak Graphics Sdn. Bhd., the
immediate holding company of Adampak Graphics (KL) Sdn. Bhd., which holds 75% of direct
interest in the associated company.
Subsequent to the financial year ended 31 December 2003, Adampak Graphics Sdn. Bhd. has
incorporated Aident Corporation (Shanghai) Ltd., a wholly owned subsidiary in Shanghai, PRC.
The effective equity interest held by the Company in Aident Corporation (Shanghai) Ltd. is 50%.
B-19
APPENDIX B
12. NEGATIVE GOODWILL

2001 2002 2003
$’000 $’000 $’000
Gross amount:
At beginning of year – 333 333
Arising from acquisition of a subsidiary 333 – –
At end of year 333 333 333
Accumulated amortisation:
At beginning of year – – 33
Current amortisation – 33 33
At end of year – 33 66
Net book value:

At end of year 333 300 267
13. STOCKS
2001 2002 2003
$’000 $’000 $’000
At cost
Finished products 903 1,097 902
Work-in-progress 241 167 347
Raw materials 2,675 2,666 2,737
3,819 3,930 3,986
At net realisable value

Finished products 82 78 94
3,901 4,008 4,080

Less: Provision for slow-moving stocks (136) (134) (167)
3,765 3,874 3,913
B-20
APPENDIX B
13. STOCKS (CONT’D)

The movement in the provision for slow-moving stocks account is as follows:
2001 2002 2003

$’000 $’000 $’000
Finished goods:-
Balance at beginning of year – 102 79
Current year provision 102 13 7
Reversal of provision – (36) (79)
Translation difference – – 1
Balance at end of year 102 79 8
Work-in-progress:-
Balance at beginning of year – – 24
Current year provision – 24 61
Reversal of provision – – (26)
Translation difference – – 3
Balance at end of year – 24 62
Raw materials:-
Balance at beginning of year – 34 31
Current year provision 34 – 66
Reversal of provision – (3) –
Total balance at end of year 136 134 167
14. TRADE DEBTORS

2001 2002 2003
$’000 $’000 $’000
Outside parties 6,017 7,034 8,201

Less: Provision for doubtful trade debts (69) (62) (96)
5,948 6,972 8,105

Associated companies 66 85 29
6,014 7,057 8,134
The movement in the provision for doubtful trade debts account is as follows:
2001 2002 2003

$’000 $’000 $’000
Balance at beginning of year 68 69 62

Current year provision 25 39 56
Amount written off – (15) –
Reversal of provision (24) (31) (20)
Translation difference – – (2)
B-21
APPENDIX B
15. OTHER DEBTORS AND PREPAYMENTS

2001 2002 2003
$’000 $’000 $’000
Staff loans – 14 1
Sundry debtors 1 47 39
Prepayments 102 191 253
103 252 293
Staff loans are unsecured, interest-free and repayable through monthly salary deductions.
16. CASH AND BANK BALANCES

2001 2002 2003
$’000 $’000 $’000
Cash and bank balances 1,577 3,377 4,135

Fixed deposits placed with banks 214 4 4
1,791 3,381 4,139
The fixed deposit of $Nil in 2001, $4,000 in 2002 and $4,000 in 2003 and cash at bank of $Nil in
2001, $8,000 in 2002 and $9,000 in 2003 are pledged to a financial institution to secure a banker’s
guarantee (Note 28).
17. BANK LOAN AND OVERDRAFT

2001 2002 2003
$’000 $’000 $’000
Bank loan 1,373 1,281 1,180

Bank overdraft 534 2,429 1,653
1,907 3,710 2,833

Less: Current portion (660) (2,593) (1,758)
1,247 1,117 1,075
The bank loan bears interest from 5.25% to 5.75% per annum for 2001, 5.25% per annum for
2002 and 5% per annum for 2003 and is repayable over 180 monthly instalments commencing in
December 1997.
The bank overdraft bears interest from 5.5% to 5.75% per annum for 2001, 5.5% per annum for
2002 and 5.25% to 5.5% per annum for 2003.
The credit facilities are secured by the following:-
(i) legal mortgage of the Group’s leasehold factory buildings with a net book value of
approximately $6,111,000 in 2001, $6,127,000 in 2002 and $5,995,000 in 2003;
(ii) joint and several personal guarantees from certain directors of the Company.
B-22
APPENDIX B
18. TRADE CREDITORS
2001 2002 2003

$’000 $’000 $’000
Outside parties 2,284 3,004 2,646

Associated company 90 26 17
2,374 3,030 2,663
19. OTHER CREDITORS AND PROVISIONS

2001 2002 2003
$’000 $’000 $’000
Amount payable for acquisition of a subsidiary 1,216 193 –

Provision for directors’ fees 120 120 120
Provision for directors’ incentives 212 359 391
Directors – 354 11
Withholding tax – 4 –
1,548 1,030 522
Amounts due to directors are unsecured, interest-free and have no fixed repayment terms.
The amount payable for purchase of a subsidiary relates to the outstanding consideration payable
for the acquisition of Adampak Screen Printing Pte Ltd, a subsidiary of the Company (Note 1).
20. OBLIGATIONS UNDER HIRE PURCHASE CONTRACTS

2001 2002 2003
$’000 $’000 $’000
Minimum lease payments payable :

Within one year 658 1,027 909
Within two to five years 984 1,936 1,076
1,642 2,963 1,985
Finance charges allocated to future periods (122) (266) (145)
Present value of minimum lease payments 1,520 2,697 1,840
Present value of minimum lease payable:

Within one year 595 911 836
Within two to five years 925 1,786 1,004
1,520 2,697 1,840
The rates of interest range from 4% to 6.375% per annum for 2001, 3.75% to 6.375% per annum
for 2002 and 2003.
B-23
APPENDIX B
21. DEFERRED TAXATION

2001 2002 2003
$’000 $’000 $’000
Tax effect of:

Deferred tax liabilities:
Excess of capital allowances over depreciation 661 504 437
Unrealised exchange differences 48 – –
Others – 9 –
709 513 437
Deferred tax assets:

Unrealised exchange differences – 19 –
Others 45 – –
45 19 –
Net deferred tax liabilities 664 494 437
22. SHARE CAPITAL

2001 2002 2003
$’000 $’000 $’000
Authorised:
1,500,000 ordinary shares of $1 each 1,500 1,500 1,500
Issued and fully paid:

1,500,000 ordinary shares of $1 each 1,500 1,500 1,500
23. CAPITAL RESERVES

Share Revaluation Translation
premium reserve reserve Total
$’000 $’000 $’000 $’000
Balance at 1 January 2001 10 1,328 29 1,367
Foreign currency translation differences – – (26) (26)
Balance at 31 December 2001 10 1,328 3 1,341
Foreign currency translation differences – – (249) (249)
Balance at 31 December 2002 10 1,328 (246) 1,092
Foreign currency translation differences – – 41 41
Balance at 31 December 2003 10 1,328 (205) 1,133
The balances in the share premium and revaluation reserves are not available for distribution as
cash dividends to the shareholders of the Company.
B-24
APPENDIX B
24. PROPOSED DIVIDENDS

Dividend declared by the Company in respect of the financial years ended 31 December 2001,
2002 and 2003 are as follows:
Financial year Dividend rate Net dividend

$’000
31 December 2001 Final dividend of $0.30 per share 351
31 December 2002 Final dividend of $0.30 per share 351
31 December 2003 Final dividend of $4.27 per share 5,000
25. TRANSACTIONS WITH ASSOCIATED COMPANIES AND RELATED PARTIES

Related parties are entities with common direct or indirect shareholders and/or directors.
Some of the Group’s transactions and arrangements are with associated companies and related
parties and the effect of these on the basis determined between the parties are reflected in these
consolidated financial statements. The balances with associated companies disclosed elsewhere in
the consolidated financial statements are unsecured, interest-free and have no fixed repayment
terms.
2001 2002 2003

$’000 $’000 $’000
With related parties:

Professional fees paid to a firm of which a director
of a subsidiary is a member 6 6 6
Partial payment for acquisition of a subsidiary acquired
in previous year made on behalf of the Group by the
directors of the Company – 547 –
With associated companies:

Sales 1,089 233 132
Purchases 176 231 91
26. CAPITAL COMMITMENTS

2001 2002 2003
$’000 $’000 $’000
Authorised and contracted for :

- purchase of motor vehicle 182 – –
- leasehold improvements 729 – –
911 – –
B-25
APPENDIX B
27. OPERATING LEASE COMMITMENTS

At the balance sheet date, the commitments under non-cancellable operating leases in respect of
land and buildings are as follows:
2001 2002 2003

$’000 $’000 $’000
Payable:
Within one year 407 237 357
Within two to five years 753 540 529
After five years 3,153 3,050 2,948
4,313 3,827 3,834
28. CONTINGENT LIABILITIES

2001 2002 2003
$’000 $’000 $’000
Banker’s guarantee – 12 73
Corporate guarantee – – 5,595
– 12 5,668
The details of the securities in respect of banker’s guarantee are disclosed in Notes 16 and 17.
The corporate guarantees for the financial year ended 31 December 2003 comprising $4,476,000
(RM10,000,000) and $1,119,000 (USD658,000) are provided to a financial institution in respect of
banking facilities granted to an associated company.
29. SEGMENT INFORMATION

Business Segment
The Group’s primary business segment is mainly in the manufacturing of labels, seals and other
die-cut components for the electronics, pharmaceutical/medical equipment and supplies and
chemical industries. In addition, the Group also on-sell thermal transfer ribbons and printer heads
to enable customers to print on the labels supplied to them. The revenue from the trading
operations does not form a significant portion of the Group’s revenue and the products involved in
the two segments are substantially similar. Therefore, a segmentation of the Group’s revenue and
profit derived from the manufacturing and trading operations will not be meaningful.
Geographical
Distribution of total sales by geographical markets irrespective of where the goods are produced:-
2001 2002 2003

$’000 $’000 $’000
Singapore 14,251 16,487 15,635

Malaysia 3,532 4,624 4,190
China 2,346 5,536 7,368
Philippines 2,761 3,615 4,409
Thailand 598 1,237 3,752
Others 1,014 812 860
24,502 32,311 36,214
B-26
APPENDIX B
29. SEGMENT INFORMATION (CONT’D)

Geographical (Cont’d)
Assets and capital expenditure by geographical areas based on the location of those assets:
Carrying amounts of
segment assets Capital expenditure
2001 2002 2003 2001 2002 2003
$’000 $’000 $’000 $’000 $’000 $’000
Singapore 18,835 20,126 19,361 2,331 1,975 285

Malaysia 4,862 5,360 6,498 – – –
China 556 1,376 1,337 – – –
Philippines 3,013 3,020 3,262 600 138 206
Thailand 278 1,648 2,587 2 944 110
Others 109 118 163 – – –
27,653 31,648 33,208 2,933 3,057 601
30. SUBSEQUENT EVENTS

Subsequent to 31 December 2003, at an extraordinary general meeting held on 6 July 2004, the
shareholders of the Company approved inter-alia, the following:
(i) a change of the name of the Company from Adampak & Print Pte Ltd to Adampak Pte Ltd;
(ii) an increase in the authorised share capital of the Company from $1,500,000 to $50,000,000
comprising 50,000,000 ordinary shares of $1.00 each;
(iii) the capitalisation of $8,500,000 from retained profits for a bonus issue of 8,500,000 fully
paid ordinary shares of $1.00 each to the existing shareholders;
(iv) the issue of 500,000 new ordinary shares of $1.00 each at par to certain employees of the
Company and the Group;
(v) the consolidation of two ordinary shares of $1.00 each in the authorised and issued share
capital of the Company into one ordinary share of $2.00 each;
(vi) the sub-division of one ordinary share of $2.00 each in the authorised and issued share
capital of the Company into 25 ordinary shares of $0.08 each;
(vii) the conversion of the Company into a public limited company and the change of the name of
the Company to Adampak Limited;
(viii) the adoption of a new set of Articles of Association;
(ix) the issue of 44,500,000 new ordinary shares of par value $0.08 each pursuant to the
invitation by the Company which when fully paid, allotted and issued, will rank pari passu in
all respects with the existing issued shares; and
B-27
APPENDIX B
30. SUBSEQUENT EVENTS (CONT’D)

(x) the authorisation of the Directors of the Company, pursuant to Section 161 of the Singapore
Companies Act, to:-
(a) issue shares whether by way of rights, bonus or otherwise (including shares as may
be issued pursuant to any Instrument (as defined below) made or granted by the
Directors of the Company while this Resolution is in force notwithstanding that the
authority conferred by this Resolution may have ceased to be in force at the time of
issue of such shares), and
(b) make or grant offers, agreements or options (collectively, “Instruments”) that might or
would require shares to be issued, including but not limited to the creation and issue
of warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons
as the Directors of the Company may in their absolute discretion deem fit provided that the
aggregate number of shares issued pursuant to such authority (including shares issued
pursuant to any Instrument but excluding shares which may be issued pursuant to any
adjustments (“Adjustments”) effected under any relevant Instrument, which Adjustment shall
be made in compliance with the provisions of the Listing Manual for the time being in force
(unless such compliance has been waived by the Singapore Exchange Securities Trading
Limited) and the Articles of Association for the time being of the Company), shall not exceed
50% of the issued share capital of the Company immediately after the invitation, and
provided that the aggregate number of such shares to be issued other than on a pro rata
basis in pursuance to such authority (including shares issued pursuant to any Instrument but
excluding shares which may be issued pursuant to any Adjustment effected under any
relevant Instrument) to the existing shareholders shall not exceed 20% of the issued share
capital of the Company immediately after the invitation, and, unless revoked or varied by the
Company in general meeting, such authority shall continue in force until the conclusion of
the next Annual General Meeting of the Company or the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is the earlier.
B-28
APPENDIX C
DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO SHARES
The following statements are brief summaries of the rights and privileges of shareholders conferred by
the laws of Singapore and the Articles of Association (the “Articles”) of our Company. These statements
summarise the material provisions of the Articles but are qualified in entirely by reference to the Articles.
ORDINARY SHARES
All of our Shares are in registered form. We may, subject to the provisions of the Act and the rules of the
SGX-ST, purchase our own Shares. However, we may not, except in circumstances permitted by the Act,
grant any financial assistance for the acquisition or proposed acquisition of our Shares.
NEW SHARES
New Shares may only be issued with the prior approval in a general meeting of the shareholders of our
Company. The aggregate number of Shares to be issued pursuant to such approval may not exceed 50%
(or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being,
of which the aggregate number of Shares to be issued other than on a pro-rata basis to our shareholders
may not exceed 20% (or such other limit as may be prescribed by the SGX-ST) of our issued share
capital for the time being. The approval, if granted, will lapse at the conclusion of the annual general
meeting following the date on which the approval was granted or the date by which the annual general
meeting is required by law to be held, whichever is the earlier. Subject to the foregoing, the provisions of
the Act and any special rights attached to any class of shares currently issued and all new Shares are
under the control of the board of Directors who may allot and issue the same with such rights and
restrictions as it may think fit.
SHAREHOLDERS
Only persons who are registered in the register of shareholders of our Company and, in cases in which
the person so registered is CDP, the persons named as the depositors in the depository register
maintained by CDP for the Shares, are recognised as shareholders of our Company. Our Company will
not, except as required by law, recognise any equitable, contingent, future or partial interest in any Share
or other rights for any Share other than the absolute right thereto of the registered holder of that Share.
We may close the register of shareholders for any time or times if we provide the SGX-ST at least ten
clear market days’ notice. However, the register may not be closed for more than 30 days in aggregate in
any calendar year. We typically close the register to determine shareholders’ entitlement to receive
dividends and other distributions.
TRANSFER OF SHARES
There is no restriction on the transfer of fully paid Shares except where required by law or the listing
rules or the rules or by-laws of any stock exchange on which our Company is listed. The board of
Directors may decline to register any transfer of Shares which are not fully paid Shares or Shares on
which we have a lien. Shares may be transferred by a duly signed instrument of transfer in a form
approved by any stock exchange on which our Company is listed. The board of Directors may also
decline to register any instrument of transfer unless, among other things, it has been duly stamped and is
presented for registration together with the Share certificate and such other evidence of title as they may
require. We will replace lost or destroyed certificates for Shares if we are properly notified and if the
applicant pays a fee which will not exceed $2 and furnishes any evidence and indemnity that the board of
Directors may require.
GENERAL MEETING OF SHAREHOLDERS

We are required to hold an annual general meeting every year. The board of Directors may convene an
Extraordinary General Meeting whenever it thinks fit and must do so if shareholders representing not less
than 10% of the total voting rights of all shareholders request in writing that such a meeting be held. In
addition, two or more shareholders holding not less than 10% of our issued share capital may call a
meeting. Unless otherwise required by law or by the Articles, voting at general meetings is by ordinary
resolution, requiring an affirmative vote of a simple majority of the votes cast at the meeting. An ordinary
C-1
APPENDIX C
resolution suffices, for example, for the appointment of directors. A special resolution, requiring the
affirmative vote of at least 75% of the votes cast at the meeting, is necessary for certain matters under
Singapore law, including voluntary winding up, amendments to the Memorandum of Association and the
Articles, a change of the corporate name and a reduction in the share capital, share premium account or
capital redemption reserve fund. Our Company must give at least 14 days’ notice in writing for every
general meeting convened for the purpose of passing an ordinary resolution. Special resolutions
generally require at least 21 days’ notice in writing. The notice must set forth the place, the day and the
hour of the meeting and, in the case of special business, the general nature of that business.
VOTING RIGHTS
A Shareholder is entitled to attend, speak and vote at any general meeting in person or by proxy. Proxies
need not be a Shareholder. A person who holds Shares through the SGX-ST book-entry settlement
system will only be entitled to vote at a general meeting as a Shareholder if his name appears on the
depository register maintained by CDP 48 hours before the general meeting. Except as otherwise
provided in the Articles, two or more shareholders must be present in person or by proxy to constitute a
quorum at any general meeting. Under the Articles, on a show of hands, every Shareholder present in
person and by proxy shall have one vote, and on a poll, every shareholder present in person or by proxy
shall have one vote for each Share which he holds or represents. A poll may be demanded in certain
circumstances, including by the chairman of the meeting or by any shareholder present in person or by
proxy and representing not less than 10% of the total voting rights of all shareholders having the right to
attend and vote at the meeting or any two shareholders present in person or by proxy and entitled to
vote.
DIVIDEND
Our Company may, by ordinary resolution of our shareholders, declare dividends at a general meeting,
but we may not pay dividends in excess of the amount recommended by the board of Directors. We must
pay all dividends out of our profits; however, we may capitalise our share premium account and apply it
to pay dividends, if such dividends are satisfied by the issue of Shares to our shareholders, see “Bonus
and Rights Issue”. The board of Directors may also declare an interim dividend without the approval of
our shareholders. All dividends are paid pro rata among our shareholders in proportion to the amount
paid up on each shareholder’s Shares, unless the rights attaching to an issue of any Share provides
otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent through the post to
each shareholder at his registered address. Notwithstanding the foregoing, the payment by our Company
to CDP of any dividend payable to a shareholder whose name is entered in the depository register shall,
to the extent of payment made to CDP, discharge us from any liability to that shareholder in respect of
that payment.
BONUS AND RIGHTS ISSUES

The board of Directors may, with approval of our shareholders at a general meeting, capitalise any
reserves or profits (including profit or moneys carried and standing to any reserve or to the share
premium account) and distribute the same as bonus shares credited as paid-up to our shareholders in
proportion to their shareholdings. The board of Directors may also issue rights to take up additional
Shares to shareholders in proportion to their shareholdings. Such rights are subject to any conditions
attached to such issue and the regulations of any stock exchange on which we are listed.
C-2
APPENDIX C
TAKEOVERS
The Securities and Futures Act (Chapter 289) of Singapore and the Singapore Code on Takeovers and
Mergers regulate the acquisition of ordinary shares of public companies and contain certain provisions
that may delay, deter or prevent a future takeover or change in control of the Company. Any person
acquiring an interest, either on his own or together with parties acting in concert with him, in 30% or
more of the voting shares in the Company must extend a takeover offer for the remaining voting shares in
accordance with the provisions of the Singapore Code on Takeovers and Mergers. “Parties acting in
concert’’ include a company and its related and associated companies, a company and its directors
(including their relatives), a company and its pension funds, a person and any investment company, unit
trust or other fund whose investment such person manages on a discretionary basis, and a financial
advisor and its client in respect of shares held by the financial advisor and shares in the client held by
funds managed by the financial advisor on a discretionary basis. An offer for consideration other than
cash must be accompanied by a cash alternative at not less than the highest price paid by the offeror or
parties acting in concert with the offeror within the preceding 6 months. A mandatory takeover offer is
also required to be made if a person holding, either on his own or together with parties acting in concert
with him, between 30% and 50% of the voting rights acquires additional voting shares representing more
than 1% of the voting shares in any 6 month period.
LIQUIDATION OR OTHER RETURN OF CAPITAL

If our Company liquidates or in the event of any other return of capital, holders of Shares will be entitled
to participate in any surplus assets in proportion to their shareholdings, subject to any special rights
attaching to any other class of shares.
LIMITATIONS ON RIGHTS TO HOLD OR VOTE SHARES

Except as described in “Voting Rights” and “Takeovers” above, there are no limitations imposed by
Singapore law or by the Articles on the rights of non-resident shareholders to hold or vote Shares.
MINORITY RIGHTS
The rights of minority shareholders of Singapore-incorporated companies are protected under Section
216 of the Act, which gives the Singapore courts a general power to make any order, upon application by
any of our shareholders, as they think fit to remedy any of the following situations:-
(a) the affairs of our Company are being conducted or the powers of the board of Directors are being
exercised in a manner oppressive to, or in disregard of the interests of, one or more of the
shareholders; or
(b) our Company takes an action, or threatens to take an action, or the shareholders pass a
resolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwise
prejudicial to, one or more of the shareholders, including the applicant.
Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no way
limited to those listed in the Companies Act itself. Without prejudice to the foregoing, Singapore courts
may:-
(a) direct or prohibit any act or cancel or vary any transaction or resolution;
(b) regulate the conduct of the affairs of our Company in the future;
(c) authorise civil proceedings to be brought in our name, or on our behalf, by a person or persons
and on such terms as the court may direct;
C-3
APPENDIX C
(d) provide for the purchase of a minority shareholder’s Shares by the other shareholders or by our
Company and, in the case of a purchase of Shares by our Company, a corresponding reduction of
our share capital;
(e) provide that the Memorandum of Association or the Articles be amended; or
(f) provide that our Company be wound up.
C-4
APPENDIX D
DESCRIPTION OF SINGAPORE LAW AND REGULATIONS
RELATING TO TAXATION
The following is a discussion of certain tax matters arising under the current tax laws in Singapore and is
not intended to be and does not constitute legal or tax advice. While this discussion is considered to be a
correct interpretation of existing laws in force as at the date of this Prospectus, no assurance can be
given that courts or fiscal authorities responsible for the administration of such laws will agree with this
interpretation or that changes in such laws will not occur. The discussion is limited to a general
description of certain tax consequences in Singapore with respect to ownership of our Shares by
Singapore investors, and does not purport to be a comprehensive nor exhaustive description of all of the
tax considerations that may be relevant to a decision to purchase our Shares. Prospective investors
should consult their tax advisors regarding Singapore tax and other tax consequences of owning and
disposing our Shares. It is emphasised that neither our Company, our Directors nor any other persons
involved in the Invitation accepts responsibility for any tax effects or liabilities resulting from the
subscription for, purchase, holding or disposal of our Shares.
SINGAPORE INCOME TAX

General
Singapore tax residents are subject to Singapore income tax on income that is accrued in or derived
from Singapore and on foreign income received in Singapore, subject to certain exceptions.
Non-resident corporate taxpayers are subject to income tax on income that is accrued in or derived from
Singapore, and on foreign income received in Singapore, subject to certain exceptions. Non-resident
individuals, subject to certain exceptions, are subject to income tax on the income accrued in or derived
from Singapore.
A company is tax resident in Singapore if the control and management of its business is exercised in
Singapore. An individual is tax resident in Singapore in a year of assessment if, in the preceding year, he
was physically present in Singapore or exercised an employment in Singapore (other than as a director
of a company) for 183 days or more, or if he resides in Singapore.
The corporate tax rate in Singapore is 22% with effect from the year of assessment 2003 i.e. the financial
year ended in 2002. In addition, under the new corporate tax regime which takes effect from the year of
assessment 2002, three-quarters of up to the first $10,000 of a company’s chargeable income, and one-
half of up to the next $90,000 will be exempt from corporate tax. The remaining chargeable income (after
the tax exemption) will be taxed at 22%. The above tax exemption will not apply to Singapore dividends
franked under Section 44A received by companies. In the Budget Statement 2004 announced on 27
February 2004, the Finance Minister has announced that the corporate tax rate will be reduced to 20%
by the year of assessment 2005 (ie financial year ending in 2004).
For a Singapore tax resident individual, the rate of tax will vary according to his circumstances but is
subject to a maximum rate of 22% with effect from the year of assessment 2003 ie. calendar year 2002.
Dividend Distributions
Up to 31 December 2002, Singapore adopted a full imputation tax system. Under this system, dividends
paid by a Singapore tax resident company are franked by the Singapore income tax that the company
pays on its profits. These franked dividends are taxable in the hands of shareholders and they can claim
the tax credits attached to the dividends as a set-off against their final tax payable in Singapore.
Singapore moves to the one-tier corporate tax system with effect from 1 January 2003. Under this
system, the tax collected from corporate profits is final and all Singapore dividends paid by Singapore tax
resident companies to their shareholders are exempt from tax (referred hereinafter as “one-tier tax
exempt dividends”).
D-1
APPENDIX D
DESCRIPTION OF SINGAPORE LAW AND REGULATIONS
RELATING TO TAXATION
Singapore tax resident companies which have unutilised franking credits as at 31 December 2002 are,
however, given a 5-year transition period from 1 January 2003 to 31 December 2007 to use these credits
to frank dividends. They are allowed to continue to frank dividends under the imputation system during
this period, subject to the availability of franking credits. Shareholders will continue to receive these
dividends with tax credits attached.
We have elected to move to the one-tier corporate tax system. Under this system, we will pay one-tier tax
exempt dividends to our shareholders. One-tier tax exempt dividends on our Shares are tax exempt in
the hands of our shareholders.
Gains on Disposal of our Shares

Singapore does not impose tax on capital gains. However, there are no specific laws or regulations which
deal with the characterisation of capital gains, and hence, gains may be construed to be of an income
nature and subject to tax especially if they arise from activities which the Inland Revenue Authority of
Singapore regards as the carrying on of a trade in Singapore.
Any profits from the disposal of our Shares are not taxable in Singapore unless the seller is regarded as
having derived gains of an income nature, in which case, the disposal profits would be taxable.
Stamp Duty
There is no stamp duty payable on the subscription of our Shares.
Stamp duty is payable on the instrument of transfer of our Shares at the rate of $2.00 for every $1,000
market value of our Shares registered in Singapore.
The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp duty is
payable if no instrument of transfer is executed or the instrument of transfer is executed outside
Singapore. However, stamp duty may be payable if the instrument of transfer which is executed outside
Singapore is received in Singapore.
The above stamp duty is not applicable to electronic transfers of our Shares through the CDP.
Estate Duty
Singapore estate duty is imposed on the value of immovable property situated in Singapore owned by
individuals who are not domiciled in Singapore, subject to specific exemption limits. Movable assets of
non-domiciles will be exempt from estate duty with respect to deaths occurring on or after 1 January
2002. Singapore estate duty is imposed on the value of most immovable property situated in Singapore
and on most movable property, wherever it may be, owned by individuals who are domiciled in
Singapore, subject to specific exemption limits. Our Shares are considered to be movable property
situated in Singapore as we are a company incorporated in Singapore.
Accordingly, our Shares held by an individual domiciled in Singapore are subject to Singapore estate
duty upon such individual’s death. Singapore estate duty is payable to the extent that the value of our
Shares aggregated with any other assets subject to Singapore estate duty exceeds $600,000. Unless
other exemptions apply to the other assets, for example, the separate exemption limit for residential
properties, any excess beyond $600,000 will be taxed at 5% on the first $12,000,000 of the individual’s
Singapore chargeable assets and thereafter at 10%. Individuals should consult their own tax advisors
regarding the Singapore estate duty consequences of their ownership of our Shares.
D-2
APPENDIX E
EXCHANGE CONTROLS
Singapore
There are no Singapore governmental laws, decrees, regulations or other legislation that may affect the
following:-
(a) the import or export of capital, including the availability of cash and cash equivalents for use by our
Group; and
(b) the remittance of dividends, interest or other payments to non-resident holders of our Company’s
securities.
Malaysia
Based on the exchange control regulations in Malaysia issued by Bank Negara Malaysia in September
1998 and modified thereafter, foreign funds and the profits made therefrom are subject to the following
rules:-
(a) the principal amount of the foreign funds brought into Malaysia when repatriated will not attract any
levy; and
(b) between 1 February 2001 and 2 May 2001, all profits realised in the utilisation of such foreign
funds in portfolio investments, when repatriated within 12 months starting from the month the
profits are realised, attracted a standard 10% levy. With effect from 2 May 2001, the 10% levy is
abolished. No such levy is imposed on the repatriation of profits made from the sale of other types
of assets, including real property.
The criteria set by Bank Negara Malaysia in determining whether an investment is considered a
portfolio investment include:-
(i) it is a short-term investment with concern on safety of capital, returns and likelihood of
appreciation;
(ii) the investor has no significant influence over the operations of the investee company; and
(iii) the investor holds less than 10% of the equity or voting rights in the investee group of
companies.
Whilst there is no restriction on the repatriation of profits from Malaysia, including dividends, interest,
commissions and rental incomes, Bank Negara Malaysia requires documentary evidence to be furnished
to the remitting banks to show that the funds to be remitted are not subject to levy.
Thailand
In accordance with the Exchange Controls Act of Thailand, foreign funds and profits made therefrom are
subject to the following:-
(a) the remittance of dividends, investment funds, profits, loan repayment and interest payment
thereon, after settlement of all applicable taxes in Thailand, are not restricted under the Exchange
Control Acts, B.E. 2485 (1942);
(b) in respect of the purchase of foreign currencies in excess of US$20,000 or its equivalent in other
currency, the Bank of Thailand requires that notification form of the remittance to the Exchange
Control Officer and required documentary evidence shall be furnished to the remitting banks as
evidence of the transaction; and
(c) further, in respect of the purchase of foreign currencies for any purpose, the Bank of Thailand
requires that documentary evidence shall be furnished to the remitting banks to establish the
legitimacy of the transaction.
E-1
APPENDIX E
EXCHANGE CONTROLS
Under Thai laws, Adampak (Thailand) is required to retain 5% of its annual profits as its reserve fund and
may only declare 95% of its annual profits as dividends. In addition, dividends paid are subject to a
withholding tax rate of 10%.
Philippines
Under current regulations of the BSP (Philippine’s central bank), foreign investments must be registered
if the foreign exchange needed to service capital repatriation and dividend remittance will be sourced
from the Philippine banking system. If the foreign exchange required to service capital repatriation or
dividend remittance will be sourced outside the Philippine banking system, registration is not required.
Applications for registration must be accompanied by (i) purchase invoice or subscription agreement, (ii)
credit advice or bank certification showing the amount of foreign currency inwardly remitted and
converted to pesos through the banks, or in the case of amounts deposited in an account with a foreign
currency deposit unit of a local bank, the written permission of the depositor-investee for the disclosure
of such deposit, as well as the credit advice/certification of the deposit made duly signed by an officer of
the bank. Upon submission of the foregoing, the BSP or the investor’s custodian bank appointed by the
investor to register his investment will issue a Central Bank Registration Document.
E-2
APPENDIX F
TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION
AND ACCEPTANCE
TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

You are invited to apply for the New Shares at the Issue Price for each New Share subject to the
following terms and conditions:-
1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES AND INTEGRAL
MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF NEW SHARES
WILL BE REJECTED.
2. Your application for the Offer Shares may be made by way of printed Offer Shares Application
Forms or by way of Electronic Applications through Automated Teller Machines (“ATMs”) of the
Participating Banks (“ATM Electronic Applications”) or through Internet Banking (“IB”) websites of
the relevant Participating Banks (“Internet Electronic Applications”, which together with ATM
Electronic Applications, shall be referred to as “Electronic Applications”). Your application for the
Placement Shares (other than Reserved Shares) may only be made by way of printed Placement
Shares Application Forms. Your application for Reserved Shares may only be made by way of
printed Reserved Shares Application Forms. YOU MAY NOT USE CENTRAL PROVIDENT FUND
(“CPF”) FUNDS TO APPLY FOR THE NEW SHARES.
3. You are allowed to submit only one application in your own name for either the Offer
Shares or the Placement Shares (other than in respect of Reserved Shares). If you submit
an application for Offer Shares by way of an Application Form, you MAY NOT submit
another application for Offer Shares by way of an Electronic Application and vice versa. If
you submit an application for Offer Shares by way of an ATM Electronic Application, you
MAY NOT submit another application for Offer Shares by way of an Internet Electronic
Application. Such separate applications shall be deemed to be multiple applications and
will be liable to be rejected at our discretion, except in the case of applications by approved
nominee companies, where each application is made on behalf of a different beneficiary.
If you, being other than an approved nominee company, have submitted an application for
Offer Shares in your own name, you should not submit any other application for Offer
Shares, whether by way of an Application Form or by way of an Electronic Application, for
any other person. Such separate applications shall be deemed to be multiple applications
and will be liable to be rejected at our discretion.
If you have made an application for Placement Shares (other than Reserved Shares), you
should not make any application for Offer Shares either by way of an Application Form or
through an Electronic Application and vice versa. Such separate applications shall be
deemed to be multiple applications and will be liable to be rejected at our discretion.
Conversely, if you have made an application for Offer Shares either by way of an
Application Form or through an Electronic Application, you may not make any application
for Placement Shares (other than Reserved Shares). Such separate applications shall be
deemed to be multiple applications and will be liable to be rejected at our discretion.
If you have made an application for Reserved Shares, you may submit ONE separate
application for the Offer Shares in your own name either by way of an Application Form or
through an Electronic Application, or submit one separate application for Placement Shares
(other than Reserved Shares) by way of an Application Form, provided that you adhere to
the terms and conditions of this Prospectus. SUCH SEPARATE APPLICATIONS SHALL NOT
BE TREATED AS MULTIPLE APPLICATIONS.
Joint applications shall be rejected. Multiple applications for New Shares will be liable to be
rejected at our discretion. If you submit or procure submissions of multiple share
applications (whether for Offer Shares, Placement Shares or both Offer Shares and
Placement Shares), you may be deemed to have committed an offence under the Penal
F-1
APPENDIX F
AND ACCEPTANCE
Code, Chapter 224 of Singapore and the Securities and Futures Act, Chapter 289 of
Singapore, and your applications may be referred to the relevant authorities for
investigation. Multiple applications or those appearing to be or suspected of being multiple
applications will be liable to be rejected at our discretion.
4. We will not accept applications from any person under the age of 21 years, undischarged
bankrupts, sole proprietorships, partnerships, chops or non-corporate bodies, joint Securities
Account holders of CDP and from applicants whose addresses (as furnished in their Application
Forms or, in the case of Electronic Applications, contained in the records of the relevant
Participating Banks, as the case may be) bear post office box numbers.
5. We will not recognise the existence of a trust. Any application by a trustee or trustees must be
made in his/her/their own name(s) and without qualification or, where the application is made by
way of an Application Form by a nominee, in the name(s) of an approved nominee company or
approved nominee companies after complying with paragraph 6 below.
6. WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY

APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as banks,
merchant banks, finance companies, insurance companies, licensed securities dealers in
Singapore and nominee companies controlled by them. Applications made by nominees other than
approved nominee companies shall be rejected.
7. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIES
ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you do
not have an existing Securities Account with CDP in your own name at the time of your
application, your application will be rejected (if you apply by way of an Application Form), or you
will not be able to complete your Electronic Application (if you apply by way of an Electronic
Application). If you have an existing Securities Account with CDP but fail to provide your Securities
Account number or provide an incorrect Securities Account number in Section B of the Application
Form or in your Electronic Application, as the case may be, your application is liable to be rejected.
Subject to paragraph 9 below, your application shall be rejected if your particulars such as name,
NRIC/passport number, nationality and permanent residence status, and CDP Securities Account
number provided in your Application Form or, in the case of an Electronic Application, contained in
the records of the relevant Participating Bank at the time of your Electronic Application, as the
case may be, differ from those particulars in your Securities Account as maintained with CDP. If
you have more than one individual direct Securities Account with CDP, your application shall be
rejected.
8. If your address stated in the Application Form or, in the case of an Electronic Application,
contained in the records of the relevant Participating Bank, as the case may be, is different
from the address registered with CDP, you must inform CDP of your updated address
promptly, failing which the notification letter on successful allotment and/or other
correspondences from CDP will be sent to your address last registered with CDP.
9. We reserve the right to reject any application which does not conform strictly to the
instructions set out in the Application Forms and in this Prospectus or which does not
comply with the instructions for Electronic Applications or with the terms and conditions of
this Prospectus or, in the case of an application by way of an Application Form, which is
illegible, incomplete, incorrectly completed or which is accompanied by an improperly
drawn remittance or improper form of remittance. We further reserve the right to treat as
valid any applications not completed or submitted or effected in all respects in accordance
with the instructions set out in the Application Forms or the instructions for Electronic
Application or the terms and conditions of this Prospectus and also to present for payment
or other processes all remittances at any time after receipt and to have full access to all
information relating to, or deriving from, such remittances or the processing thereof.
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APPENDIX F
AND ACCEPTANCE
10. We reserve the right to reject or accept, in whole or in part, or to scale down or ballot any
application without assigning any reason therefor, and no enquiry and/or correspondence on our
decision with regards hereto will be entertained. This right applies to applications made by way of
Application Forms and by way of Electronic Applications. In deciding the basis of allotment which
shall be at our discretion, due consideration will be given to the desirability of allotting the New
Shares to a reasonable number of applicants with a view to establishing an adequate market for
the Shares.
11. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It is
expected that CDP will send to you, at your own risk, within 15 Market Days after the close of the
Application List, a statement of account stating that your Securities Account has been credited with
the number of New Shares allotted to you, if your application is successful. This will be the only
acknowledgement of application monies received and is not an acknowledgement by us. You
irrevocably authorise CDP to complete and sign on your behalf as transferee or renouncee any
instrument of transfer and/or other documents required for the issue or transfer of the New Shares
allotted to you. This authorisation applies to applications made by way of Application Forms and by
way of Electronic Applications.
12. In the event that our Company lodges a supplementary or replacement prospectus (“Relevant
Document”) pursuant to the SFA or any applicable legislation in force from time to time prior to the
close of the Invitation, and the New Shares have not been issued, we will (as required by law) at
our Company’s sole and absolute discretion either:-
(i) within 7 days of the lodgement of the Relevant Document give you a copy of the Relevant
Document and provide you with an option to withdraw your application; or
(ii) treat your application as withdrawn and cancelled, in which case the applications shall be
deemed to have been withdrawn and cancelled and we shall refund your application monies
(without interest or any share of revenue or other benefit arising therefrom) to you within 7
days from the lodgement of the Relevant Document.
In the event that at the time of the lodgement of the Relevant Document, the New Shares have
already been issued but trading has not commenced, we will (as required by law) either:-
(i) within 7 days of the lodgement of the Relevant Document give you a copy of the Relevant
Document and provide you with an option to return the Shares; or
(ii) treat the issue of the New Shares as void, in which case the issue shall be deemed to be
void and we shall refund your application monies (without interest or any share of revenue or
other benefit arising therefrom) to you within 7 days from the lodgement of the Relevant
Document.
Additional terms and instructions applicable upon the lodgement of the Relevant Document,
including instructions on how you can exercise the option to withdraw, may be found in such
supplementary or replacement prospectus.
13. In the event of an under-subscription for the Offer Shares as at the close of the Application List,
that number of Offer Shares under-subscribed shall be made available to satisfy applications for
Placement Shares to the extent that there is an over-subscription for Placement Shares as at the
close of the Application List.
In the event of an under-subscription for the Placement Shares (other than Reserved Shares) as
at the close of the Application List, that number of Placement Shares (other than Reserved
Shares) under-subscribed shall be made available to satisfy applications for Offer Shares to the
extent that there is an over-subscription for Offer Shares as at the close of the Application List.
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APPENDIX F
AND ACCEPTANCE
In the event of an over-subscription for Offer Shares as at the close of the Application List and the
Placement Shares are fully subscribed or over-subscribed as at the close of the Application List,
the successful applications for Offer Shares will be determined by ballot or otherwise as
determined by our Directors and approved by the SGX-ST.
Any of the Reserved Shares not taken up shall be made available first to satisfy applications for
the Placement Shares to the extent that there is an over-subscription for the Placement Shares
and then to satisfy applications for Offer Shares to the extent that there is an over-subscription for
the Offer Shares as at the close of the Application List.
In all of the above instances, the basis of allotment of the New Shares as may be decided upon by
our Directors in ensuring a reasonable spread of shareholders of our Company, shall be made
public, as soon as practicable, via an announcement through the SGX-ST and through a paid
advertisement in a local English newspaper.
14. You irrevocably authorise CDP to disclose the outcome of your application, including the number of
New Shares allotted to you pursuant to your application, to us, the Manager, the Underwriter, the
Placement Agent and any other parties so authorised by the forgoing persons.
15. Any reference to “you” or the “applicant” in this section shall include an individual, a corporation, an
approved nominee and trustee applying for the Offer Shares by way of an Application Form or by
way of an Electronic Application and a person applying for the Placement Shares through the
Placement Agent.
16. By completing and delivering an Application Form or by making and completing an Electronic
Application (in the case of an ATM Electronic Application by pressing the “Enter” or “OK” or
“Confirm” or “Yes” or any other relevant key on the ATM (as the case may be) or in the case of an
Internet Electronic Application by clicking “Submit” or “Continue” or “Yes” or “Confirm” or any other
relevant button on the IB website screen (as the case may be) of the relevant Participating Banks)
in accordance with the provisions of this Prospectus, you:-
(a) irrevocably offer, agree and undertake to subscribe for the number of New Shares specified
in your application (or such smaller number for which the application is accepted) at the
Issue Price for each New Share and agree that you will accept such New Shares as may be
allotted to you, in each case on the terms of, and subject to the conditions set out in this
Prospectus and the Memorandum and Articles of Association of our Company;
(b) warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such information,
representations and declarations will be relied on by our Company in determining whether to
accept your application and/or whether to allot any New Shares to you;
(c) agree that in the event of any inconsistency between the terms and conditions for
application set out in this Prospectus and those set out in the IB websites or ATMs of the
relevant Participating Banks, the terms and conditions set out in this Prospectus shall
prevail;
(d) agree that the aggregate Issue Price for the New Shares applied for is due and payable to
the Company upon application; and
(e) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to
your application, you have complied with all such laws and none of our Company, the
Manager, the Underwriter, the Placement Agent, the Primary Sub-Underwriter and/or the
Primary Sub-Placement Agent will infringe any such laws as a result of the acceptance of
your application.
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APPENDIX F
AND ACCEPTANCE
17. Our acceptance of applications will be conditional upon, inter alia, us being satisfied that:-
(a) permission has been granted by the SGX-ST to deal in and for quotation of all our existing
Shares and the New Shares on the Official List of the SGX-SESDAQ;
(b) the Management and Underwriting Agreement and the Placement Agreement referred to in
paragraph 10, in “General and Statutory Information” have become unconditional and have
not been terminated; and
(c) the Authority has not served a stop order which directs that no or no further shares to which
this Prospectus relates be allotted.
18. In the event that a stop order in respect of the New Shares is served by the Authority or other
competent authority, and:-
(a) the New Shares have not been issued, we will (as required by law) deem all applications
withdrawn and cancelled and our Company shall refund the application monies (without
interest or any share of revenue or other benefit arising therefrom) to you within 14 days of
the date of the stop order; or
(b) if the New Shares have already been issued but trading has not commenced, the issue will
(as required by law) be deemed void, and
(i) if documents purporting to evidence title had been issued to you, our Company shall
inform you to return such documents to our Company within 14 days from that date;
and
(ii) we will refund the application monies (without interest or any share of revenue or
other benefit arising therefrom) to you within 7 days from the date of receipt of those
documents (if applicable) or the date of the stop order, whichever is later.
This shall not apply where only an interim stop order has been served.
19. In the event that an interim stop order in respect of the New Shares is served by the Authority or
other competent authority, no New Shares shall be issued to you during the time when the interim
stop order is in force.
20. The Authority is not able to serve a stop order in respect of the New Shares if the New Shares
have been issued and listed on a securities exchange and trading in them has commenced.
21. In the event of any changes in the closure of the Application List or the time period during which
the Invitation is open, we will publicly announce the same through a MASNET announcement to
be posted on the Internet at the SGX-ST website http://www.sgx.com and through a paid
advertisement in a local English newspaper.
22. We will not hold any application in reserve.
23. We will not allot Shares on the basis of this Prospectus later than six months after the date of
registration of this Prospectus.
24. Additional terms and conditions for applications by way of Application Forms are set out on pages
F-6 to F-10 of this Prospectus.
25. Additional terms and conditions for applications by way of Electronic Applications are set out on
pages F-10 to F-19 of this Prospectus.
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APPENDIX F
AND ACCEPTANCE
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS

You shall make an application by way of an Application Form made on and subject to the terms and
conditions of this Prospectus including but not limited to the terms and conditions appearing below as
well as those set out under the section on “Terms, Conditions And Procedures For Application And
Acceptance” beginning on page F-1 of this Prospectus, as well as the Memorandum and Articles of
Association of the Company.
1. Your application must be made using the WHITE Application Forms and WHITE official envelopes
“A” and “B” for Offer Shares, or the BLUE Application Forms for Placement Shares (other than
Reserved Shares) or the PINK Application Forms for Reserved Shares accompanying and forming
part of this Prospectus. We draw your attention to the detailed instructions contained in the
respective Application Forms and this Prospectus for the completion of the Application Forms
which must be carefully followed. We reserve the right to reject applications which do not
conform strictly to the instructions set out in the Application Forms and this Prospectus or
to the terms and conditions of this Prospectus or which are illegible, incomplete,
incorrectly completed or which are accompanied by improperly drawn remittances or
improper form of remittances.
2. Your Application Forms must be completed in English. Please type or write clearly in ink using
BLOCK LETTERS.
3. All spaces in the Application Forms, except those under the heading “FOR OFFICIAL USE ONLY”,
must be completed and the words “NOT APPLICABLE” or “N.A.” should be written in any space
that is not applicable.
4. Individuals, corporations, approved nominee companies and trustees must give their names in full.
You must make your application, in the case of individuals, in your full names as they appear in
your identity card (if applicants have such identification documents) or in your passport and, in the
case of corporations, in your full names as registered with a competent authority. If you are not an
individual, you must complete the Application Form under the hand of an official who must state
the name and capacity in which he signs the Application Form. If you are a corporation completing
the Application Form, you are required to affix your Common Seal (if any) in accordance with your
Memorandum and Articles of Association or equivalent constitutive documents. If you are a
corporate applicant and your application is successful, a copy of your Memorandum and Articles of
Association or equivalent constitutive documents must be lodged with our Company’s Share
Registrar and Share Transfer Office. We reserve the right to require you to produce documentary
proof of identification for verification purposes.
5. (a) You must complete Sections A and B and sign on page 1 of the Application Form.
(b) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form.
Where paragraph 7(a) is deleted, the applicants must also complete Section C of the
Application Form with particulars of the beneficial owner(s).
(c) If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, on
page 1 of the Application Form, your application is liable to be rejected.
6. You, whether an individual or corporate applicant, whether incorporated or unincorporated and

wherever incorporated or constituted, will be required to declare whether you are a citizen or
permanent resident of Singapore or a corporation in which citizens or permanent residents of
Singapore or any body corporate constituted under any statute of Singapore have an interest in
the aggregate of more than 50 per cent. of the issued share capital of or interests in such
corporations. If you are an approved nominee company, you are required to declare whether the
beneficial owner of the New Shares is a citizen or permanent resident of Singapore or a
corporation, whether incorporated or unincorporated and wherever incorporated or constituted, in
F-6
APPENDIX F
AND ACCEPTANCE
which citizens or permanent residents of Singapore or any body corporate whether incorporated or
unincorporated and wherever incorporated or constituted under any statute of Singapore have an
interest in the aggregate of more than 50 per cent. of the issued share capital of or interests in
such corporation.
7. You may apply for the New Shares using only cash. Your application must be accompanied by a
remittance in Singapore currency for the full amount payable, in respect of the number of New
Shares applied for, in the form of a BANKER’S DRAFT or CASHIER’S ORDER drawn on a bank in
Singapore made out in favour of “ADAMPAK SHARE ISSUE ACCOUNT” crossed “A/C PAYEE
ONLY”, with the name and address of the applicant written clearly on the reverse side. WE WILL
NOT ACCEPT APPLICATIONS NOT ACCOMPANIED BY ANY PAYMENT OR ACCOMPANIED BY
ANY OTHER FORM OF PAYMENT. We will reject remittances bearing “NOT TRANSFERABLE” or
“NON TRANSFERABLE” crossings. No acknowledgement or receipt will be issued by us or the
Manager for applications and application monies received.
8. Monies paid in respect of unsuccessful applications are expected to be returned (without interest
or any share of revenue or other benefit arising therefrom) to you by ordinary post within 24 hours
of balloting at your own risk. Where your application is rejected or accepted in part only, the full
amount or the balance of the application monies, as the case may be, will be refunded (without
interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your
own risk within 14 days after the close of the Application List provided that the remittance
accompanying such application which has been presented for payment or other processes has
been honoured and the application monies have been received in the designated share issue
account. In the event that the Invitation is cancelled by us following the termination of the
Management and Underwriting Agreement and/or the Placement Agreement, the application
monies received will be refunded (without interest or any share of revenue or any other benefit
arising therefrom) to you by ordinary post or telegraphic transfer at your own risk within 5 Market
Days of the termination of the Invitation. In the event that the Invitation is cancelled by us following
the issuance of a stop order by the Authority, the application monies received will be refunded
(without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post
or telegraphic transfer at your own risk within 14 days from the date of the stop order.
9. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the
meanings assigned to them in this Prospectus.
10. In consideration of our Company having distributed the Application Form to you and agreeing to
close the Application List at 12.00 noon on 27 September 2004 or such other time or date as our
Directors may, in consultation with the Manager, decide and by completing and delivering the
Application Form, you agree that:-
(a) your application is irrevocable;
(b) your remittance will be honoured on first presentation and that any application monies
returnable may be held pending clearance of your payment without interest or any share of
revenue or other benefit arising therefrom;
(c) all applications, acceptances and contracts resulting therefrom under the Invitation shall be
governed by and construed in accordance with the laws of Singapore and that you
irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
(d) in respect of the New Shares for which your application has been received and not rejected,
acceptance of your application shall be constituted by written notification by or on behalf of
our Company and not otherwise, notwithstanding any remittance being presented for
payment by or on behalf of our Company;
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APPENDIX F
AND ACCEPTANCE
(e) you will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of your application;
(f) in making your application, reliance is placed solely on the information contained in this
Prospectus and that neither our Company, the Manager, the Underwriter, the Placement
Agent, the Primary Sub-Underwriters, the Primary Sub-Placement Agents nor any other
person involved in the Invitation shall have any liability for any information not so contained;
(g) you consent to the disclosure of your name, NRIC/passport number, address, nationality,
permanent resident status, CDP Securities Account number, and share application amount
to our Share Registrar, CDP, SCCS, SGX-ST, our Company, the Manager, the Underwriter,
the Placement Agent or other authorised operators; and
(h) you irrevocably agree and undertake to subscribe for the number of New Shares applied for
as stated in the Application Form or any smaller number of such New Shares that may be
allocated to you in respect of your application. In the event that our Company decides to
allocate a smaller number of New Shares or not to allocate any New Shares to you, you
agree to accept such decision as final.
F-8
APPENDIX F
AND ACCEPTANCE
Applications for Offer Shares

1. Your application for Offer Shares MUST be made using the WHITE Offer Shares Application
Forms and WHITE official envelopes “A” and “B”. ONLY ONE APPLICATION should be enclosed
in each envelope.
2. You must:-
(a) enclose the WHITE Offer Shares Application Form, duly completed and signed, together
with your remittance in accordance with the terms and conditions of this Prospectus in the
WHITE envelope “A” provided;
(b) in the appropriate spaces on WHITE envelope “A”:-
(i) write your name and address;
(ii) state the number of Offer Shares applied for; and
(iii) affix adequate Singapore postage;
(c) SEAL THE WHITE ENVELOPE “A”;
(d) write, in the special box provided on the larger WHITE envelope “B” addressed to
ADAMPAK LIMITED, C/O UOB ASIA LIMITED, 1 RAFFLES PLACE #13-01, OUB
CENTRE, SINGAPORE 048616, the number of Offer Shares for which the application is
made; and
(e) insert WHITE envelope “A” into WHITE envelope “B”, seal WHITE envelope “B” and
thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND, at your own risk, to
ADAMPAK LIMITED, C/O UOB ASIA LIMITED, 1 RAFFLES PLACE #13-01, OUB
CENTRE, SINGAPORE 048616 to arrive by 12.00 noon on 27 September 2004 or such
other time as our Directors may, in consultation with the Manager, decide. Local
Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will
be issued for any application or remittance received.
3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly

drawn remittances or improper form of remittance or which are not honoured upon their first
presentation are liable to be rejected.
4. ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt

will be issued for any application or remittance received.
Applications for Placement Shares (other than Reserved Shares)

1. Your application for Placement Shares (other than Reserved Shares) MUST be made using the
BLUE Placement Shares Application Forms. ONLY ONE APPLICATION should be enclosed in
each envelope.
2. The completed and signed BLUE Placement Shares Application Form and your remittance in full
in respect of the number of Placement Shares applied for in accordance with the terms and
conditions of this Prospectus, with your name and address written clearly on the reverse side,
must be enclosed and sealed in an envelope to be provided by you. The sealed envelope must be
DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND, at your own risk, to
ADAMPAK LIMITED, C/O UOB ASIA LIMITED, 1 RAFFLES PLACE #13-01, OUB CENTRE,
SINGAPORE 048616 to arrive by 12.00 noon on 27 September 2004 or such other time as our
Directors may, in consultation with the Manager, decide. Local Urgent Mail or Registered
Post must NOT be used. No acknowledgement of receipt will be issued for any application or
remittance received.
3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly

drawn remittances or improper form of remittance or which are not honoured upon their first
presentation are liable to be rejected.
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APPENDIX F
AND ACCEPTANCE
Applications for Reserved Shares

1. Your applications for Reserved Shares MUST be made using the PINK Reserved Shares
Application Form. ONLY ONE APPLICATION should be enclosed in each envelope.
2. The completed and signed PINK Reserved Shares Application Form and your remittance in full in
respect of the number of Reserved Shares applied for in accordance with the terms and conditions
of this Prospectus, with your name and address written clearly on the reverse side, must be
enclosed and sealed in an envelope to be provided by you. The sealed envelope must be
DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND, at your own risk, to
ADAMPAK LIMITED, 6 Loyang Way 4, Singapore 507605 to arrive by 12.00 noon on 27
September 2004 or such other time as our Directors may, in consultation with the Manager,
decide. Local Urgent Mail or Registered Post MUST NOT be used. No acknowledgement of
receipt will be issued for any application or remittance received.
ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS

The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM Electronic
Applications) and the IB website screens (in the case of Internet Electronic Applications) of the relevant
Participating Banks. Currently, UOB Group and DBS are the only Participating Banks through which
Internet Electronic Applications can be made. For illustration purposes, the procedures for Electronic
Applications through the ATMs and the IB website of UOB Group are set out, respectively, in the “Steps
for an ATM Electronic Application through the ATMs of UOB Group” and the “Steps for an Internet
Electronic Application through the IB website of UOB Group” (collectively, the “Steps”) appearing on
pages F-15 to F-19 of this Prospectus. Please read carefully the terms of this Prospectus, the Steps and
the terms and conditions for Electronic Applications set out below before making an Electronic
Application. Any reference to “you” or the “applicant” in the “Additional Terms and Conditions for
Electronic Applications” and the Steps shall refer to you making an application for Offer Shares through
an ATM or the IB website of a relevant Participating Bank.
You must have an existing bank account with and be an ATM cardholder of one of the Participating
Banks before you can make an ATM Electronic Application at the ATMs of that Participating Bank. An
ATM card issued by one Participating Bank cannot be used to apply for Offer Shares at an ATM
belonging to other Participating Banks. For an Internet Electronic Application, you must have an existing
bank account with and an IB User Identification (“User ID”) and a Personal Identification
Number/Password (“PIN”) given by a relevant Participating Bank. The Steps set out the actions that you
must take at ATMs or the IB website of UOB Group to complete an Electronic Application. The actions
that you must take at ATMs or the IB websites of other Participating Banks are set out on the ATM
screens or the IB website screens of the relevant Participating Banks. Upon the completion of your ATM
Electronic Application transaction, you will receive an ATM transaction slip (“Transaction Record”),
confirming the details of your ATM Electronic Application. Upon completion of your Internet Electronic
Application, through the IB website of UOB Group, there will be an on-screen confirmation (“Confirmation
Screen”) of the application which can be printed out for your record. The Transaction Record or your
printed record of the Confirmation Screen is for your retention and should not be submitted with any
Application Form.
You must ensure that you enter your own Securities Account number when using the ATM card
issued to you in your own name. If you fail to use an ATM card issued in your own name or do not
key in your own Securities Account number, your application will be rejected. If you operate a
joint bank account with any of the Participating Banks, you must ensure that you enter your own
Securities Account number when using the ATM card issued to you in your own name. Using
your own Securities Account number with an ATM card which is not issued to you in your own
name will render your ATM Electronic Application liable to be rejected.
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APPENDIX F
AND ACCEPTANCE
You must ensure, when making an Internet Electronic Application, that your mailing address for the
purpose of the application is in Singapore and the application is being made in Singapore and you will be
asked to declare accordingly. Otherwise, your application is liable to be rejected.
Your Electronic Application shall be made on the terms and subject to the terms and conditions of this
Prospectus including but not limited to the terms and conditions appearing below and those set out under
the section on “Terms, Conditions And Procedures For Application And Acceptance” on pages F-1 to
F-19 of this Prospectus as well as the Memorandum and Articles of Association of our Company.
1. In connection with your Electronic Application for Offer Shares, you are required to confirm
statements to the following effect in the course of activating the Electronic Application:-
(a) that you have received a copy of this Prospectus (in the case of ATM Electronic
Applications only) and have read, understood and agreed to all the terms and
conditions of application for Offer Shares and this Prospectus prior to effecting the
Electronic Application and agree to be bound by the same;
(b) that you consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent resident status, CDP Securities Account number, CPF
investment account number (if applicable) and application details (the “Relevant
Particulars”) maintained with the relevant Participating Bank to the Share Registrar,
SGX-ST, CDP, CPF, SCCS, our Company, the Manager or other authorised operators
(the “Relevant Parties”); and
(c) that this is your only application for Offer Shares and it is made in your own name
and at your own risk.
Your application will not be successfully completed and cannot be recorded as a completed
transaction at the ATM or on the IB website unless you press the “Enter” or “OK” or “Confirm” or
”Yes” key or any other relevant key on the ATM or click “Confirm” or “OK” or Submit” or “Continue”
or “Yes” or any other relevant button on the IB website screen. By doing so, you shall be treated as
signifying your confirmation of each of the above three statements. In respect of statement 1(b)
above, your confirmation shall signify and shall be treated as your written permission, given in
accordance with the relevant laws of including Section 47(2) of the Banking Act, Chapter 19 of
Singapore to the disclosure by the relevant Participating Bank of the Relevant Particulars to the
Relevant Parties.
2. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING
FOR OFFER SHARES AS NOMINEE FOR ANY OTHER PERSON AND THAT ANY
ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU
AS BENEFICIAL OWNER.
YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES AND
SHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES OR PLACEMENT
SHARES (OTHER THAN RESERVED SHARES), WHETHER AT THE ATMS OR THE IB
WEBSITES (IF ANY) OF ANY PARTICIPATING BANK OR ON THE APPLICATION FORMS. IF
YOU HAVE MADE AN APPLICATION FOR OFFER SHARES OR PLACEMENT SHARES
(OTHER THAN RESERVED SHARES) ON AN APPLICATION FORM, YOU SHALL NOT MAKE
AN ELECTRONIC APPLICATION FOR OFFER SHARES AND VICE VERSA.
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APPENDIX F
AND ACCEPTANCE
3. You must have sufficient funds in your bank account with your Participating Bank at the time you
make your Electronic Application, failing which your Electronic Application will not be completed or
accepted. Any Electronic Application which does not conform strictly to the instructions set
out in this Prospectus or on the screens of the ATM or the IB website of the relevant
Participating Bank through which your Electronic Application is being made shall be
rejected.
You may make an ATM Electronic Application at the ATM of any Participating Bank or an Internet
Electronic Application at the IB website of a relevant Participating Bank for Offer Shares using
cash only by authorising such Participating Bank to deduct the full amount payable from your
account with such Participating Bank.
4. You irrevocably agree and undertake to subscribe for and to accept the number of Offer Shares
applied for as stated on the Transaction Record or the Confirmation Screen or any lesser number
of Offer Shares that may be allotted to you in respect of your Electronic Application. In the event
that we decide to allot any lesser number of such Offer Shares or not to allot any Offer Shares to
you, you agree to accept such decision as final. If your Electronic Application is successful, your
confirmation (by your action of pressing the “Enter” or “OK” or “Confirm” or “Yes” key or any other
relevant key on the ATM or clicking “Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any
other relevant button on the IB website screen) of the number of Offer Shares applied for shall
signify and shall be treated as your acceptance of the number of Offer Shares that may be allotted
to you and your agreement to be bound by the Memorandum and Articles of Association of our
Company.
5. We will not keep any applications in reserve. Where your Electronic Application is
unsuccessful, the full amount of the application monies will be refunded in Singapore currency
(without interest or any share of revenue or other benefit arising therefrom) to you by being
automatically credited to your account with your Participating Bank within 24 hours of balloting
provided that the remittance in respect of such application which has been presented for payment
or other processes has been honoured and the application monies have been received in the
designated share issue account. Trading on a “WHEN ISSUED” basis, if applicable, is
expected to commence after such refund has been made.
Where your Electronic Application is rejected or accepted in part only, the full amount or the
balance of the application monies, as the case may be, will be refunded in Singapore currency
(without interest or any share of revenue or other benefit arising therefrom) to you by being
automatically credited to your account with your Participating Bank within 14 days after the close
of the Application List provided that the remittance in respect of such application which has been
presented for payment or other processes has been honoured and the application monies have
been received in the designated share issue account.
Responsibility for timely refund of application monies from unsuccessful or partially

successful Electronic Applications or otherwise lies solely with the respective Participating
Banks. Therefore, you are strongly advised to consult your Participating Bank on the status
of your Electronic Application and/or the refund of any monies to you from an unsuccessful
or partially successful Electronic Application, to determine the exact number of New Shares
allotted to you, if any, before trading the Shares on SGX-SESDAQ. You may also call CDP
Phone at 6535 7511 to check the provisional results of your application by using your T-pin
(issued by CDP upon application for the service) and keying in the stock code (that will be
made available together with the results of the allotment via announcement through SGX-
ST and by advertisement in a generally circulating daily press). To sign up for the service,
you may contact CDP Customer Service Officers. Neither SGX-ST, the CDP, the SCCS, the
Participating Banks, our Company nor the Manager assumes any responsibility for any loss
that may be incurred as a result of you having to cover any net sell positions or from buy-in
procedures activated by the SGX-ST.
6. If your Electronic Application is unsuccessful, no notification will be sent by the relevant

Participating Banks.
F-12
APPENDIX F
AND ACCEPTANCE
If you make an ATM Electronic Application through the ATM or IB website of the following
Participating Banks, you may check the results of your Electronic Application as follows:-
Available at ATM/ Service

Bank Telephone Internet Operating Hours Expected from
UOB Group 1800 222 2121 ATM (Other Transactions ATM/Phone Banking Evening of the
– “IPO Enquiry”)(1) 24 hours a day balloting day
http://www.uobgroup.com(1) Internet Banking Evening of the

24 hours a day balloting day
DBS 1800 339 6666 Internet Banking 24 hours a day Evening of the
(for POSB Account balloting day
Holders) http://www.dbs.com
1800 111 1111

(for DBS Bank
Account Holders)
OCBC 1800 363 3333 ATM ATM/Phone Banking Evening of the

Bank 24 hours a day balloting day
Note:-
(1) If you have made your Electronic Application through the ATMs or IB website of UOB Group, you may check the
results of your application through UOB Personal Internet Banking, UOB Group ATMs or UOB PhoneBanking
Services.
(2) If you have made your Internet Electronic Application through the IB websites of UOB Group or DBS, you may check
the results through the same channels listed in the table above in relation to ATM Electronic Applications made at
ATMs of the UOB Group or DBS.
7. Electronic Applications shall close at 12.00 noon on 27 September 2004 or such other time as
our Directors may, in consultation with the Manager, decide. Subject to paragraph 9 below, an
Internet Electronic Application is deemed to be received only upon its completion, that is, when
there is an on-screen confirmation of the application.
8. You are deemed to have irrevocably requested and authorised us to:-
(a) register the Offer Shares allotted to you in the name of CDP for deposit into your Securities
Account;
(b) send the relevant Share certificate(s) to CDP;
(c) return or refund (without interest or any share of revenue or other benefit arising therefrom)
the application monies in Singapore currency, should your Electronic Application be
rejected, by automatically crediting your bank account with your Participating Bank with the
relevant amount within 24 hours of balloting; and
(d) return or refund (without interest or any share of revenue or other benefit arising therefrom)
the balance of the application monies in Singapore currency, should your Electronic
Application be accepted in part only, by automatically crediting your bank account with your
Participating Bank with the relevant amount within fourteen (14) Market Days after the close
of the Application List.
F-13
APPENDIX F
AND ACCEPTANCE
9. You irrevocably agree and acknowledge that your Electronic Application is subject to risks of
electrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God and
other events beyond the control of the Participating Banks, our Company and the Manager and if,
in any such event, our Company, the Manager and/or the relevant Participating Bank does not
receive your Electronic Application, or data relating to your Electronic Application or the tape or
any other devices containing such data is lost, corrupted, destroyed or not otherwise accessible,
whether wholly or partially for whatever reason, you shall be deemed not to have made an
Electronic Application and you shall have no claim whatsoever against our Company, the Manager,
the Underwriter and the Placement Agent and/or the relevant Participating Bank for Offer Shares
applied for or for any compensation, loss or damage.
10. We do not recognise the existence of a trust. Any Electronic Application by a trustee must be
made in his own name and without qualification. We will reject any application by any person
acting as nominee, except those made by approved nominee companies only.
11. All your particulars in the records of your Participating Bank at the time you make your Electronic
Application shall be deemed to be true and correct and your Participating Bank and the Relevant
Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your
particulars after the time of the making of your Electronic Application, you shall promptly notify
your Participating Bank.
12. You should ensure that your personal particulars as recorded by both CDP and the relevant
Participating Bank are correct and identical, otherwise, your Electronic Application is liable
to be rejected. You should promptly inform CDP of any change in address, failing which the
notification letter on successful allotment and other correspondence from the CDP will be sent to
your address last registered with CDP.
13. By making and completing an Electronic Application, you are deemed to have agreed that:-
(a) In consideration of us making available the Electronic Application facility, through the
Participating Banks acting as our agents, at the ATMs and the IB websites (if any):-
(i) your Electronic Application is irrevocable; and
(ii) your Electronic Application, the acceptance by us and the contract resulting therefrom
under the Invitation shall be governed by and construed in accordance with the laws
of Singapore and you irrevocably submit to the non-exclusive jurisdiction of the
Singapore courts;
(b) neither our Company, the Manager nor the Participating Banks shall be liable for any delays,
failures or inaccuracies in the recording, storage or in the transmission or delivery of data
relating to your Electronic Application to us or CDP due to breakdowns or failure of
transmission, delivery or communication facilities or any risks referred to in paragraph 9
above or to any cause beyond their respective controls;
(c) in respect of Offer Shares for which your Electronic Application has been successfully
completed and not rejected, acceptance of your Electronic Application shall be constituted
by written notification by or on behalf of our Company and not otherwise, notwithstanding
any payment received by or on behalf of our Company;
(d) you will not be entitled to exercise any remedy of rescission or misrepresentation at any time
after acceptance of your application; and
F-14
APPENDIX F
AND ACCEPTANCE
(e) in making your application, reliance is placed solely on the information contained in this
Prospectus and that neither the Company, the Manager, the Underwriter, the Placement
Agent, the Primary Sub-Underwriters, the Primary Sub-Placement Agents nor any other
person involved in the Invitation shall have any liability for any information not so contained.
INSTRUCTIONS FOR ELECTRONIC APPLICATIONS THROUGH ATMS AND THE IB WEBSITE OF

THE UOB GROUP
The instructions for Electronic Applications will appear on the ATM screens and the IB website screens of
the respective Participating Banks. For illustration purposes, the steps for making an Electronic
Application through the ATMs or the IB website of UOB Group are shown below. Instructions for
Electronic Applications on the ATM screens and the IB website screens (if any) of the relevant
Participating Banks (other than UOB Group) may differ from that represented below.
Due to space constraints on UOB Group’s ATM screen, the following terms will appear in abbreviated
form:-
“&” : AND
“A/C” and “A/Cs” : ACCOUNT AND ACCOUNTS, respectively
“ADDR” : ADDRESS
“AMT” : AMOUNT
“APPLN” : APPLICATION
“CDP” : THE CENTRAL DEPOSITORY (PTE) LIMITED
“CPF” : CENTRAL PROVIDENT FUND
“CPFINVT A/C” : CPF INVESTMENT ACCOUNT
“ESA” : ELECTRONIC SHARE APPLICATION
“IC/PSSPT” : NRIC OR PASSPORT NUMBER
“NO” or “NO.” : NUMBER
“PERSONAL NO.” : PERSONAL IDENTIFICATION NUMBER
“REGISTRARS” : SHARE REGISTRARS
“SCCS” : SECURITIES CLEARING & COMPUTER SERVICES (PTE) LTD
“UOB/ICB CPFIS” : UOB OR ICB CPF INVESTMENT SCHEME
Steps for an ATM Electronic Application through the ATMs of UOB Group
STEP 1 : Insert your personal Unicard, Uniplus card, Multi Account or UOB VISA/MASTER card
and key in your personal identification number.
2 : Select “CASHCARD OR OTHER TRANSACTIONS”.
3 : Select “SECURITIES APPLICATION”.
4 : Select “ESA-FIXED”.
5 : Select the share counter which you wish to apply for.
6 : Read and understand the following statements which will appear on the screen:-
– THIS OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE

IN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT OR
SUPPLEMENTARY DOCUMENTS. ANYONE WISHING TO ACQUIRE THESE
SECURITIES (OR UNITS OF SECURITIES) WILL NEED TO MAKE AN
APPLICATION IN THE MANNER SET OUT IN THE
PROSPECTUS/DOCUMENT OR SUPPLEMENTARY DOCUMENTS
(Press “Enter” to continue)
F-15
APPENDIX F
AND ACCEPTANCE
– PLEASE CALL 1800-22-22-121 IF YOU WOULD LIKE TO FIND OUT WHERE

YOU CAN OBTAIN A COPY OF THE PROSPECTUS/DOCUMENT OR
SUPPLEMENTARY DOCUMENT
– WHERE APPLICABLE, A COPY OF THE PROSPECTUS/DOCUMENT OR

SUPPLEMENTARY DOCUMENT HAS BEEN LODGED WITH AND
REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE WHO
ASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THE
PROSPECTUS/DOCUMENT OR SUPPLEMENTARY DOCUMENT
(Press “ENTER” to continue)
7 : Read and understand the following terms which will appear on the screen:-
– YOU HAVE READ UNDERSTOOD & AGREED TO ALL TERMS OF

THE PROSPECTUS/DOCUMENT/SUPPLEMENTARY DOCUMENT & THIS
ELECTRONIC APPLICATION
(Press “ENTER” to continue)
– YOU CONSENT TO DISCLOSE YOUR NAME IC/PSSPT NATIONALITY ADDR

APPLN AMT CPF INVT A/C NO & CDP A/C NO FROM YOUR A/CS TO CDP,
CPF, SCCS, REGISTRARS, SGX-ST & ISSUER/VENDOR(S)
– THIS IS YOUR ONLY FIXED PRICE APPLN & IS IN YOUR NAME AND AT
YOUR RISK
(Press “ENTER” to confirm)
8 : Screen will display:-
– NRIC/Passport No. XXXXXXXXXXX
IF YOUR NRIC NO/PASSPORT NO. IS INCORRECT, PLEASE CANCEL THE

TRANSACTION AND NOTIFY THE BRANCH PERSONALLY.
(Press “Cancel” or “Confirm”)
9 : Select mode of payment i.e. “CASH ONLY”. You will be prompted to select Cash A/c
type to debit (ie, Current A/c or Saving A/c). Should you have a few a/cs linked to this
ATM card, a list of linked A/cs Number will be displayed for you to select.
10 : After you have selected ACCOUNT, CDP A/c No. will be displayed for you to confirm or
change (This screen with CDP A/c No. will be shown for applicants whose CDP No. is
already stored in our UOB Group’s ATM system). For applications using UOB Group’s
ATM for the first time to apply for IPO, CDP A/c No. will not be stored in UOB Group’s
ATM system, hence below screen will be displayed to customers for their input of CDP
No. Read and understand the following terms which will appear on the screen:-
– PLEASE DO NOT APPLY FOR YOUR JOINT A/C HOLDER OR OTHER THIRD
PARTIES
– PLEASE USE YOUR OWN ATM CARD
– DO NOT KEY IN THE CDP A/C NO OF YOUR JOINT A/C HOLDER OR OTHER
THIRD PARTIES
– KEY IN YOUR CDP A/C NO. (12 DIGITS) 1681-XXXX-XXXX
– PRESS ENTER KEY
F-16
APPENDIX F
AND ACCEPTANCE
11 : Key in your CDP Securities Account number (12 digits) and press the “ENTER” key.
12 : Select your nationality status.
13 : Key in the number of Shares you wish to apply for and press the “ENTER” key.
14 : Check the details of your Electronic Application on the screen and press “ENTER” key
to confirm your Electronic Application.
15 : Select “NO” if you do not wish to make any further transactions and remove the
Transaction Record. You should keep the Transaction Record for your own reference
only.
F-17
APPENDIX F
AND ACCEPTANCE
Owing to space constraints on UOB Group’s IB website screen, the following terms will appear in
abbreviated form:-
“CDP” : The Central Depository (Pte) Limited

“CPF” : The Central Provident Fund
“NRIC” or I/C” : National Registration Identity Card
“PR” : Permanent Resident
“SGD” or “$” : Singapore Dollars
“SCCS” : Securities Clearing & Computer Services (Pte) Ltd
“SGX-SESDAQ” : The SGX-ST Dealing and Automated Quotation System
“SGX-ST” : Singapore Exchange Securities Trading Limited
Steps for an Internet Electronic Application through the IB website of UOB Group
STEP 1 : Connect to UOB website at http://www.uobgroup.com
2 : Locate the Login icon at the top title bar of the Home Page
3 : Click on Login > to UOB Personal Internet Banking
4 : Enter your Username and Password and click “Submit”
5 : Select “Investment Services” (“IPO” Application should be the default transaction that
appears, if not click IPO Application)
6 : Read the IMPORTANT notice and complete the declaration found on the bottom of the
page by answering Yes/No to the questions
7 : Click “Continue”
8 : Select your country of residence (you must be residing in Singapore to apply) and click
“Continue”
9 : Select the IPO counter from the drop list (if there are concurrent IPOs) and click
“Continue”
10 : Select the IPO type and payment mode if multiple options are available:-
(a) Check the share counter
(b) Select “Fixed price” or “Tender price”
(c) Select the mode of payment and account to debit
(d) Click “Continue”
11 : Read the IMPORTANT instructions and click on “Confirm” to confirm that:-
(a) You have read, understood and agreed to all the terms and conditions of this
application and the Prospectus/Document or Supplementary Document;
(b) You consent to disclose your name, I/C or passport number, address, nationality,
CDP Securities Account number, CPF Investment Account number, and
application details to the share registrars, CDP, SGX-ST, CPF Board,
issuer/vendor(s);
F-18
APPENDIX F
AND ACCEPTANCE
(c) This application is made in your own name and at your own risk
For FIXED/MAX price share application, this is your only application. For TENDER
price share application, this is your only application for this share at the selected tender
price
(d) For Foreign currency securities, subject to the terms of the issue, please note
the the following: The application monies will be debited from your bank account
in S$, based on the Bank’s prevailing board rates at the time of application. The
different prevailing board rates at the time of application and at the time of refund
of application monies may result in either a foreign exchange profit or loss, or
application monies may be debited and refunds credited in S$ at the same
exchange rate.
(e) For 1st-come-1st serve securities, the number of securities applied for may be
reduced, subject to the availability at the point of application.
12 : Check details of your application, your NRIC/Passport number, CDP Securities Account
Number and the number of shares applied for, share counter, payment mode and
account to debit.
13 : Click “Confirm”, “Edit” or “Cancel”.
14 : Print the Confirmation Screen (optional) for your own reference.
F-19

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B USINESS O VERVIEW

Electronics, which accounted for approximately 90% of our revenue in FY2003

Pharmaceutical/medical equipment and supplies, and chemical

Our network of manufacturing facilities in Asia, which enables us

Our timely response to the needs of our customers, including

Integrated solutions provider, with our manufacturing

Primary Sub-Underwriters and Primary Sub-Placement Agents

Electronics, which accounted for approximately 90% of our revenue in FY2003

Pharmaceutical/medical equipment and supplies, and chemical

Our network of manufacturing facilities in Asia, which enables us

Our timely response to the needs of our customers, including

Integrated solutions provider, with our manufacturing

Primary Sub-Underwriters and Primary Sub-Placement Agents

Awards and recognitions received from our customers include:

- “Ship-to-Stock” (or other similar) status Philippines

- Autonomous Quality Control Approval

- Best in Class Printed Material Supplier

2001 2002 2003

S’pore Phil Thai

F INANCIAL H IGHLIGHTS F UTURE P LANS

30 3 Expansion of existing markets and development of

Continue to market our products to other industries

Awards and recognitions received from our customers include:

- “Ship-to-Stock” (or other similar) status Philippines

- Autonomous Quality Control Approval

- Best in Class Printed Material Supplier

2001 2002 2003

S’pore Phil Thai

F INANCIAL H IGHLIGHTS F UTURE P LANS

30 3 Expansion of existing markets and development of

Continue to market our products to other industries

Awards and recognitions received from our customers include:

- “Ship-to-Stock” (or other similar) status Philippines

- Autonomous Quality Control Approval

- Best in Class Printed Material Supplier

2001 2002 2003

S’pore Phil Thai

F INANCIAL H IGHLIGHTS F UTURE P LANS

30 3 Expansion of existing markets and development of

Continue to market our products to other industries

Electronics, which accounted for approximately 90% of our revenue in FY2003

Pharmaceutical/medical equipment and supplies, and chemical

Our network of manufacturing facilities in Asia, which enables us

Our timely response to the needs of our customers, including

Integrated solutions provider, with our manufacturing

Primary Sub-Underwriters and Primary Sub-Placement Agents

GLOSSARY OF TECHNICAL TERMS.................................................................................................. 11

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS .............................................. 13

SELLING RESTRICTIONS .................................................................................................................. 14

DETAILS OF THE INVITATION

PLAN OF DISTRIBUTION .................................................................................................................... 20

PROSPECTUS SUMMARY .................................................................................................................. 22

EXCHANGE RATES ............................................................................................................................ 28

RISK FACTORS .................................................................................................................................... 29

ISSUE STATISTICS .............................................................................................................................. 39

DIVIDEND POLICY .............................................................................................................................. 41

USE OF PROCEEDS ............................................................................................................................ 42

CAPITALISATION AND INDEBTEDNESS .......................................................................................... 46

GROUP STRUCTURE .......................................................................................................................... 52

SUBSIDIARIES AND ASSOCIATED COMPANIES ............................................................................ 53

GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND

DIRECTORS, MANAGEMENT AND STAFF