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Design Contents

Rationale Vision & Mission


Corporate Profile
2
4

Consolidation... Traditionally a symbol of Corporate Information 6


prosperity and abundance, the Group Structure 7
koi fish represents Xpress’ steady Chairman’s Statement 11
and healthy progress to reach Board of Directors 12
higher levels of success. The Executive Directors 16
growth process from roe to adult Key Management 17
fish signifies our determination Division Heads 18
Xpress Holdings Ltd and commitment, surpassing CEO’s Statement 23
customer expectations and all Sales & Marketing 27
– to Asia-Pacific’s leading print Business Operations 33
Consolidation... management specialist. Investor Relations 42
Founder & COO’s Message 47
The pair of grown koi Performance Summary 50
Strengthening
our swimming gracefully around Financial Summary 52
Foundations
for
Continuous
the theme ‘Consolidation’ 5-Year Financial Highlights 53
Risk Management 54
Growth
accentuates the Group’s
premier industry position, and Corporate Governance 56
1 Kallang Way 2A the perseverance to build its Financial Statements F 01
Singapore 347495
Tel: +65 6880 2288
Fax: +65 6274 1980 Strengthening competitive strengths to deliver.
With a fortified foundation,
Xpress will continue to grow –
our depicted by the shoal of active
young fish, to reach the next

Foundations pinnacle of success in the new


economy.

for
Continuous
Growth
Our Milestones Focus for year 2009...

In Sales & Marketing


‘06 ‘07 ‘08
Innovating our Products and Services

Xpress Holdings Ltd


Annual Report 2007

in all markets, driven by our relentless focus on anticipating and


Going Global
exceeding clients’ needs, drawn from the success in utilising our
Beyond China...
Print Stations in China

Consolidation...
Harbin
time-sensitive print solutions capabilities to meet the requirements
Xpress Holdings Ltd

Shenyang
Changchun
of commercial clients. This will allow us to break new and untapped

Beyond China...
Beijing

markets.
Dalian
Tianjin

Going Global
Shanghai
Chengdu Wuhan

No. 1 Kallang Way 2A Chongqing


Singapore 347495 Changsha
Tel: +65 6880 2828
Fax: +65 6880 2720 Xiamen

www.xpressholdings.com
Nanning
Guangzhou
Dongguan Shenzhen Strengthening
Hongkong

Existing Print Stations


Future Print Stations
our
Foundations
for
Continuous
Growth

Annual Report 2007


China... and Beyond...
Annual Report 2006

In Business Operations
Bangkok • Beijing • Changsha • Chengdu • Doha • Ho Chi Minh City • Hong Kong • Jakarta • Kuala Lumpur • Manila • Melbourne • Seoul • Shanghai • Shenzhen • Shenyang • Singapore • Suzhou • Sydney • Taipei

China... and Beyond... Beyond China... Consolidation...


Going Global Strengthening our Foundations
for Continuous Growth
Building Strategic Alliances and Partnerships
with potential business partners who can offer complementary
benefits, not just in the existing Asian markets we serve but also in
our future markets, like in North America, Europe and Middle East,
so that we will have a global network.

In Human Talent
Developing and Retaining Human Talent
to ensure we have a cross-border team of dedicated, skilful, and
2006

2008
2007
 Private placement of new ordinary shares with net  MOU with Shenzhen Securities Info Co. Ltd (China  Signed 3-year print management agreements worth
proceeds of S$21.5m Listed Companies Handbook) RMB200m annually with 7 major PRC media companies competitive employees to execute and deliver the market-leading
services that will win and retain customers.
 Acquisition of remaining 40% of PMG  MOU with SWT: Formed translation JV  3 new Print Stations in China - Wuhan, Xiamen and
Changsha
 Appointment of Director, Strategic Planning and  Appointment of key managers to drive PRC strategy
Business Development  Sale and leaseback of Kallang Way building for S$14m
 Incorporation of Xpress Print (Vietnam)
 Acquisition of Beijing Hengzhi by Shenzhen Jiaxinda  Signed MOUs to provide 2-year print management
 Issuance of up to S$25m Convertible Bonds to services worth RMB140m annually with 6 major PRC
 Incorporation of Xpress Print (Shenzhen) Credit Suisse in 2 tranches publishers in Hunan province
 Incorporation of Xpress Print (Shenyang)  Xpress Vietnam client won top awards in Vietnam’s first
ever Annual Report Award
 Accredited with Forest Stewardhip Council Chain of
Custody (FSC CoC) certificate
 Attained ISO 12647-2 accreditation
 Mercomm ARC Gold Award (AR cover/award)
Our Vision
We aim to become a global leader in financial
printing services by offering one-stop print
solution services and continually investing in
strategic alliances, customer service, information
technology, facilities and human talent.

2 | Xpress Holdings Ltd Annual Report 2008


Our Mission
We strive to meet and surpass customer needs
and expectations by delivering our products
with speed and absolute reliability, without
compromise on quality.

Xpress Holdings Ltd Annual Report 2008 | 3


Corporate Profile

Xpress Holdings Ltd (“Xpress” or the “Group”) was established as an instant name
card printer in 1986. Within a short time-span, it carved out a niche in the market
by providing a full spectrum of one-stop time-sensitive print management solutions
for financial and corporate organisations through its network of 20 locations in Asia
Pacific, covering China, Vietnam, the Philippines, Malaysia, Hong Kong, Indonesia
and Australia

The Group’s wide range of print services include pre-press design, layout, typesetting, Enterprise of the Year
Award (1994)
printing and post-press, letter shopping, as well as global distribution and delivery.

Xpress’ products include time-sensitive and quick turnaround publications like annual
reports, IPO prospectuses, shareholders' circulars, financial research reports, asset and
fund management reports, brochures, newsletters and trade directories, etc.

Since its listing in 1999 on the Mainboard of Singapore Exchange, Xpress has National IT Award
expanded geographically to China with the acquisitions of Precise Media Group and (1994)
Shenzhen Jiaxinda Printing Co Ltd in 2006. Through its network of established print
partners in China, Xpress is able to harness its strong design and printing capabilities
to serve the needs of its customers.

In 2007, Xpress strengthened its regional presence by setting up Print Stations – a


one-stop printing facility that provides services such as print consultancy, concept
development and layout, photography and art direction, editorial and translation in:
Vietnam, the Philippines, Malaysia, Hong Kong, Indonesia, Australia and China.

2008 was another year of steady expansion. Xpress continued to strengthen its Enterprise 50 Award
foothold in China by signing print management agreements with seven major China (1995-1998)
publishers while setting up three new Print Stations in China – Wuhan, Xiamen and
Changsha. The concept of On-Site Print Stations – providing customised services of
on-site designing and typesetting at client’s premise, was further explored, with Xpress
leveraging on its unique business model offering convenient, efficient and cost-saving
print solutions for customers. Xpress was also able use its time-sensitive print services
to capture greater share of commercial clients requiring such services through On-Site
Print Stations.

The Group continues to widen its global reach and enhance its service to its
Rotary-ASME Entrepreneur
international client base by investing in technology, infrastructure, human talent of the Year Award (1997)
and strategic business alliances. Located where customers are and print/deliver where
customers want is what Xpress promises and delivers.

ISO9001 Certification ISO9001:2000 Certification ISO12647-2 Certification FSC CoC Certification


(1997-2003) (2003-2006) (2008) (2008)

4 | Xpress Holdings Ltd Annual Report 2008


Corporate Profile

Changsha Print Station in Hunan, China.


Standard exterior frontage of Print Stations.

Artists impression of the On-Site Print Station located within our client’s premises - Hunan Fine Arts Publishing

Xpress Holdings Ltd Annual Report 2008 | 5


Corporate Information

Board of Directors Investment and Risk Management Committee


Dr Wang Kai Yuen Dr Wang Kai Yuen (Chairman)
Independent Non-Executive Director Mr Christopher Chong Meng Tak
Chairman Mr Lai Hock Meng
Mr Jerry Lee Yin Chia
Mr Poh Eng Seng
Chief Executive Officer / Executive Director Company Secretary
(Appointed on 16 February 2008)
Ng Lai Ying, ACIS
Mr Darlington Tseng Te-Lin
Executive Director Registered Office
(Appointed on 1 March 2008)
1 Kallang Way 2A
Mr Victor Khoo Choon Meng Singapore 347495
Executive Director Tel: (65) 6880 2288
(Appointed on 1 March 2008) Fax: (65) 6274 1980
Website: www.xpressholdings.com
Mr Christopher Chong Meng Tak
Independent Director Share Registrar

Mr Lai Hock Meng Boardroom Corporate & Advisory Services Pte. Ltd.
Independent Director 3 Church Street #08-01
(Appointed on 1 March 2008) Samsung Hub
Singapore 049483
Dr Lee Tsu-Der
Non-Executive Non-Independent Director Auditors

Mr Jerry Lee Yin Chia Foo Kon Tan Grant Thornton


Non-Executive Non-Independent Director Certified Public Accountants
47 Hill Street #05-01
Mr Sam Chong Keen Singapore Chinese Chamber of Commerce
Non-Executive Non-Independent Director & Industrial Building
Singapore 179365
Audit Committee
Audit Partner-in-Charge
Mr Christopher Chong Meng Tak (Chairman)
Dr Wang Kai Yuen Mr Robin Chin Sin Beng
Mr Jerry Lee Yin Chia Partner-in-charge since financial year ended
Mr Sam Chong Keen 31 July 2006
Mr Lai Hock Meng
Principal Bankers
Nominating Committee United Overseas Bank Limited
Dr Wang Kai Yuen (Chairman) The Development Bank of Singapore Ltd
Mr Christopher Chong Meng Tak Malayan Banking Berhad
Mr Jerry Lee Yin Chia

Remuneration Committee Company Registration No. 199902058Z

Dr Wang Kai Yuen (Chairman)


Mr Sam Chong Keen
Mr Lai Hock Meng

6 | Xpress Holdings Ltd Annual Report 2008


Group Structure

Xpress Holdings Ltd

100% 100% 100% 100% 30%


Xpress Print Precise Media Xpress Print Xpress Print Xpress Holdings Shenzhen Jiaxinda
(Pte) Ltd Group Limited (Shenzhen) Co. Ltd. (Vietnam) Co., Ltd (Korea Branch Office) Printing Co., Ltd

76% 50% 100%


Xpress Print 100% Shenzhen Xpress Wisdom Translation Co., Ltd Beijing Jiaxinda
(Australia) Pty Ltd Print Planner Hengzhi Printing
(Hong Kong) Limited Co., Ltd

100% 100% 100%


Xpress Print Print Planner Xpress Print
(KL) Sdn Bhd (Shanghai) Co., Ltd (Shenzhen) Co., Ltd - Xiamen Branch

100% 100% 100%


Xpress Print Print Planner Xpress Print
(H.K.) Limited (Shenzhen) Co., Ltd (Shenzhen) Co., Ltd - Wuhan Branch

80% 100% 100%


Xpress Media Pte Ltd Shenzhen Xpress Print Xpress Print
Technology Co., Ltd (Shenzhen) Co., Ltd - Changsha Branch

100%
Xpress Media 100% 100%
Philippines Inc. Print Planner Xpress Print
(Chengdu) Co., Ltd (Shenzhen) Co., Ltd - Guangzhou Branch

100% 100%
Xpress Print Print Planner
(Taiwan Branch Office) (Beijing) Co., Ltd

100%
Xpress Print (Shenyang)
Co., Ltd

Xpress Holdings Ltd Annual Report 2008 | 7


Chairman’s
Statement
Strong
Management
Sound
Business
Model...
Dedicated
to Enhancing
Shareholder
Value

Dr Wang Kai Yuen


Independent
Non-Executive Chairman

10 | Xpress Holdings Ltd Annual Report 2008


Chairman’s Statement

We delivered yet another strong year of enhance shareholder value by improving earnings and
dividend payout. Having improved our dividend payout
both revenue and profit growths driven year after year since FY2005, the Board is pleased to
by strong management practices as well as propose a one-tier tax-exempted first and final dividend of
a clear business strategy that consistently 0.13 Singapore cent per ordinary share, up 8.3% from a
year ago.
exceeds customers’ needs.
Outlook
Underscoring our commitment to
Operating conditions have become increasingly challenging,
shareholders, the board has committed a but we see the situation as an opportunity to fine-tune and
first and final dividend payout of 0.13 consolidate our operations to better cope with increased
paper and labour costs. To streamline operations, we
cent per share, up 8.3% from a year ago. developed a strategy leveraging on our Print Station
network and split-printing capabilities to launch innovative
Dear shareholders, products and create additional revenue streams. With
these strategies, I am confident that Xpress will overcome
Year 2008 was an exciting year for Xpress as we laid the
obstacles and grow from strength to strength in FY2009
fundamentals in preparation for our continual growth.
and beyond.
Despite the soft macroeconomic conditions, the Group
continued to see healthy growth in both revenue and net
Acknowledgement
profit for FY2008 and delivered a set of sterling results.
In February 2008, our Executive Director, Mr Poh Eng
Financial Performance Seng, was appointed as the Group’s CEO, taking over from
Mr Sam Chong Keen who had helmed the Group for the
It was a bountiful year, as the Group secured RMB340
previous two years. We would like to take this opportunity
million worth of recurring orders from leading China
to thank Mr Sam for his contribution to the Group during
publishers. These large orders, which were partly recognised
his tenure and welcome Mr Poh to his new role. Mr Sam
in FY2008, boosted the revenue to S$61.3 million from
will continue to serve as our Non-Executive and Non-
S$35.9 million, equivalent to a 70.7% year-on-year growth.
Independent Director.
Riding on this strong revenue growth and an exceptional
gain of S$3.0 million from the sale and leased back of the
Besides leadership change, we also have new faces joining
Group’s building, net profit attributable to shareholders for
the Board during the year under review. Mr Lai Hock
FY2008 grew 44.4% to S$10.2 million from S$7.0 million
Meng, a financial industry veteran, was appointed as
a year ago.
Independent Director. Mr Darlington Tseng and
Mr Victor Khoo were appointed as Executive Directors.
The two key pillars of our continued success are our strong
They are the Group’s Director of Business Development and
management practices backed by capable leaders with clear
Director of Sales and Marketing, respectively. We would
strategic focus and our unique Print Station business model
like to extend a warm welcome to all our new Directors.
which allows us to offer enhanced value to customers cross
diversified locations.
In closing, I would like to thank our shareholders, valued
customers and business partners for their continued
Corresponding to the higher net profit, Xpress’ fully diluted
support. To our dedicated Management and staff, I wish to
earnings per share rose 37.0% to 0.74 Singapore cent in
express my heartfelt appreciation for their selfless dedication
FY2008 compared to 0.54 Singapore cent in FY2007. Net
that has helped Xpress to continually distinguish itself as the
asset value per ordinary share was higher at 8.0 Singapore
print solution provider of choice.
cents as at 31 July 2008 compared to 7.4 Singapore cents as
at 31 July 2007.
Dr Wang Kai Yuen
Dividend
Non-Executive Chairman
As a public listed corporation dedicated to corporate 20 October 2008
governance and social responsibility, Xpress continuously

Xpress Holdings Ltd Annual Report 2008 | 11


Board of Directors

DR WANG KAI YUEN was appointed as an Independent Director on 8 June 1999


and, subsequently, Chairman on 25 March 2002. Dr Wang chairs the Nominating
Committee and Remuneration Committee and is a member of the Audit Committee.

Dr Wang was a Member of Parliament for the Bukit Timah Constituency from
December 1984 until 2006. He was the Chairman of Ministry of Community
Development’s Feedback Unit from 2002 until his retirement from politics in 2006. In
2005, he served as the founding Chairman for Aids Business Alliance, an initiative of
Health Promotion Board to promote awareness of HIV/AIDS at the work place.

Dr Wang Kai Yuen He is currently the Center Manager of Fuji Xerox Singapore Software Centre with 150
Independent professionals. In that capacity, he interacts with business and product development
Non-Executive Chairman divisions in the United States, China and Japan of the global office equipment
company. Dr Wang is familiar with international business practices and corporate
finance and governance. He has wide business and political contacts in China having
led many grassroots delegations to visit numerous cities and state governments.

He also holds directorships of other public listed companies including A-Sonic


Aerospace Ltd, Asian Micro Holdings Ltd, China Aviation Oil (S) Corporation Ltd,
ComfortDelGro Corporation Ltd, Cosco Corporation (Singapore) Ltd, Ezion Holdings
Ltd, Hiap Hoe Ltd, HLH Group Ltd, Koon Holdings Ltd and Matex International
Ltd, among others.

Dr Wang graduated in 1972 with First Class Honours Bachelor degree in Electrical and
Electronics from the National University of Singapore. He holds a Master of Science
in Electrical Engineering and a PhD in Engineering from Stanford University, United
States of America.

POH ENG SENG was appointed as Chief Executive Officer on 16 February 2008. He
is also the Group’s Executive Director since 26 February 2007. Prior to this, Mr Poh
was Director of Strategic Planning and Business Development from July 2006 where he
is critical in the development and execution of the Group’s growth strategy as it expands
its geographical footprints.

Before joining Xpress, Mr Poh was with global logistics specialist DHL Express for 17
years from 1989-2006 holding senior executive position covering general management
(Singapore, Mongolia, and North Korea) and strategic planning/business development
(Asia Pacific, South East Asia, Greater China, and Korea). He also held senior positions
Poh Eng Seng in Singapore’s public transport and mass rapid transit projects with PRMTA and SMRT
Chief Executive Officer / Ltd from 1980-1989, and Changi Airport Development Division of Public Works
Executive Director Department from 1976-1980. He concurrently holds directorships in Singapore Pools
Pte Ltd and Run Service Pte Ltd.

Mr Poh graduated with an Honours degree in Civil Engineering from the University
of Singapore in 1976 under a Government Merit Scholarship, and a Master of Science
degree in Civil Engineering from Massachusetts Institute of Technology (USA) in 1980
under an ITT International Fellowship.

12 | Xpress Holdings Ltd Annual Report 2008


Board of Directors

DARLINGTON TSENG TE-LIN was appointed as Executive Director on 1 March


2008. He joined Xpress on 2 July 2007 as Director of Business Development for
Greater China. In his current role as Director of Business Operations, he is involved
in managing the development of the Group’s service offerings and tapping on growing
markets in the Asia Pacific region. To sustain the Group’s continuing growth, he is
spearheading the re-engineering of operations to strengthen our business model, while
enhancing customer service and attracting and nurturing talent.

Prior to joining Xpress, Mr Tseng was a Senior Sales Executive with BASF Taiwan
Ltd. from 2005-2007. He gained extensive knowledge of the region’s business climate
Darlington Tseng Te-Lin during his tenure with BASF’s regional business unit, where he collected vast market
Executive Director analyses and formulated strong marketing strategies. From 1998-2002, Mr Tseng
was an Assistant Sales Manager with AGI Corporation where he helped the company
increase its annual turnover by 20% through drastic expansion of the overseas markets,
and successfully set up the specialty chemical producer’s new manufacturing plant in
Mexico.

Mr Tseng graduated with Honours in Beijing International MBA from Peking


University.

VICTOR KHOO CHOON MENG was appointed as Executive Director on 1 March


2008. He is also the Director of Sales and Marketing responsible for overseeing the
sales and marketing of the Group’s core products, including financial and commercial
printings. Mr Khoo manages sales team as well as directly involves in acquiring,
servicing and retaining key strategic accounts.

During his tenure with Xpress, Mr Khoo has been exposed to strategic planning, sales
and senior management roles. He has standardised Xpress’ sales and customer service
methodologies, ensuring consistent products and services are offered across all Print
Stations. One of his key achievements was to spearhead Xpress’ Asset Management
Victor Khoo Choon Meng business, which continues to be a key product under financial printing. Mr Khoo first
Executive Director joined Xpress in 1996 as an Account Manager, servicing the Group’s financial printing
clients.

Prior to joining Xpress, Mr Khoo worked as a Project Executive with IPC Corporation.
His role was to market information technology solutions to government agencies.

Mr Khoo graduated from Murdoch University, Western Australia, with a Bachelor of


Commerce degree in Finance and Marketing.

Xpress Holdings Ltd Annual Report 2008 | 13


Board of Directors

CHRISTOPHER CHONG MENG TAK was appointed as an Independent Director


on 5 December 2001. Mr Chong brings with him significant knowledge of the capital
markets and expertise on Corporate Governance. He co-founded ACH Investments
Pte Ltd, a specialist corporate advisory firm, and sits on several boards including ASL
Marine Ltd, Koda Holdings Ltd, Lorenzo International Ltd and Sky China Petroleum
Engineering Services Ltd which are listed on the Singapore Exchange, and GLG Corp
Ltd & Koon Holdings Ltd, listed on the Australian Securities Exchange. Prior to this,
Mr Chong was the Chief Executive Officer and an award-winning analyst of HSBC
James Capel Securities (Singapore) Pte Ltd. He was formerly an Executive and the
Research Director for Kay Hian James Capel Ltd.
Christopher Chong Meng Tak
Independent Director Mr Chong holds a First Class Honours Bachelor of Science degree from the University
College of Wales, a MBA degree from the London Business School and is a member of
the Institute of Chartered Accountants of Scotland. He is also a member and ex-Hon
Treasurer of the Hong Kong Institute of Investment Analysts, a Fellow of the Hong
Kong Institute of Certified Public Accountants, a Fellow of the Singapore Institute of
Directors, a Fellow of the Australian Institute of Directors and a Master Stock Broker of
the Australian Securities & Derivatives Industry Association.

LAI HOCK MENG was appointed as an Independent Director on 1 March 2008.


Currently the Managing Director of Tembusu Partners Pte Ltd, Mr Lai has more than
23 years of experience in asset management, treasury management, private banking,
investment banking and private equity investments. With his two decades of experience
in the global financial industry, Mr Lai brings to the Group his extensive knowledge of
the world’s financial and banking system.

Mr Lai is also a fellow of UK Chartered Institute of Marketing and a Chartered


Financial Analyst (CFA) of The CFA Institute in the United States of America. He
had previously worked with Monetary Authority of Singapore, Deutsche Bank, Societe
Lai Hock Meng Generale, Citigroup Private Bank and OCBC Bank.
Independent Director
Mr Lai graduated with a Bachelor of Arts Honours degree in Economics from the
University of Cambridge in England.

DR LEE TSU-DER was appointed as Non-Executive Non-Independent Director on


15 December 2004. Dr Lee provides strategic development and investment guidance to
the Group. From 1999-2003, Dr Lee served as General Manager of H&Q Asia Pacific
(China). Currently, he is the Vice Chairman of H&Q Asia Pacific (Taiwan). Dr Lee
brings to the Group extensive business experience and market knowledge of China,
Taiwan and Hong Kong.

Dr Lee formerly served as the Chairman for Starbucks Coffee Beijing Limited, and
Chairman of Shan Dong Kexing Biotech Company.
Dr Lee Tsu-Der
Non-Executive
Non-Independent Director

14 | Xpress Holdings Ltd Annual Report 2008


Board of Directors

With a medical background, Dr Lee joined H&Q Asia Pacific (Taiwan) in 1995 and
served as the Chief Advisor for its China Investments. From 1995-1998, Dr Lee played
important roles in various key investments in China covering Pharmaceutical, Biotech,
Media, and Consumer Goods industry. Dr Lee is currently serving as Independent
Director for Hsu Fu Chi International Ltd.

Dr Lee obtained his medical degree in dentistry from Taipei Medical University in
Taiwan. He is now serving as the Chairman of the Taipei Medical University.

JERRY LEE YIN CHIA was appointed as Non-Executive Non-Independent Director


on 15 December 2004. He brings to the Group extensive multinational financial
knowledge and experience. Mr Lee has worked in various locations with focus on
Corporate Finance and M&A. Leveraging on his cross-border financial service
experience, Mr Lee has completed several sizeable investment and acquisitions in China.

Mr Lee has a Bachelor degree in Finance from New York University and a MBA
degree from Peking University in Beijing. Mr Jerry Lee is the son of Dr Lee Tsu-Der, a
shareholder of Dermei International Co Ltd.

Jerry Lee Yin Chia


Non-Executive
Non-Independent Director

SAM CHONG KEEN was appointed as Non-Executive Non-Independent Director on


16 February 2008, and served as Chief Executive Officer of the Group from 2006-2008.
Between 1997-2002, he led two Singapore Exchange Mainboard-listed companies - as
Executive Vice Chairman and Chief Executive Officer of Lion Teck Chiang Ltd, and
Managing Director of Lion Asiapac Ltd. He was formerly the Managing Director of
Comfort Group Ltd and Vicom Ltd, two companies he had led in taking public. Mr
Sam’s prior experience includes, among others, appointment as General Manager of
Intraco Ltd.

Mr Sam began his career in 1977 in the Ministry of Trade and Industry and left a year
Sam Chong Keen later to join the National Trades Union Congress (NTUC). He spent 10 years with the
Non- Executive Trade Union movement holding various responsibilities such as Assistant Director (Co-
Non-Independent Director operatives and Business Ventures), Secretary for Co-operatives and Deputy Director
(Co-operatives) and General Manager of NTUC Comfort. He has served on various
government boards and committees, including the Central Provident Fund Board. He
was also appointed as Political Secretary to the Minister for Education from 1988-1991.

Mr Sam, a former Singapore Government scholar, holds a Bachelor of Arts with


Honours (Engineering Science & Economics) and a Master of Arts degree from
University of Oxford, as well as a Diploma from the Institute of Marketing, UK. His
directorships include Lion Asiapac Ltd, Stamford Tyres Corporation Ltd and Jade
Technologies Holdings Ltd.

Xpress Holdings Ltd Annual Report 2008 | 15


Executive Directors

Victor Khoo Choon Meng


Darlington Tseng Te-Lin Director
Director Sales & Marketing
Poh Eng Seng
Business Operations
Chief Executive Officer

16 | Xpress Holdings Ltd Annual Report 2008


Key Management

Fong Kah Kuen Adeline Chee Choon Lee


Founder & Chief Operating Officer Head
Human Resources

Eleanor Fong Sau Kwan Thomas Leow Quek Kien


Executive Director Group Financial Controller
Xpress Print Pte Ltd

Foong Sow Peng Wu Wei Dong


Operations Director Chief Executive Officer
Xpress Print Pte Ltd China Operations

Xpress Holdings Ltd Annual Report 2008 | 17


Division Heads

BOB LIM is the Head of Business Development team responsible for the Group’s regional
investments and project roll-outs. With more than 10 years of experience in business
development, strategic planning and administration management, he also has extensive
regional working experience in Asia, particularly China and Vietnam.

Prior to joining the Group in 2006, he worked for Print Planner (Hong Kong) Limited for
over four years since 2002 and served as General Manager in Group Corporate Planning for
China Operations.

He graduated with a Bachelor of Science degree in Economics and Management Studies


Bob Lim
from University of London in 1997.
Head
Business Development

RONNIE YO NGAN KIA is the Group Senior Finance Manager, and works together
with Group Financial Controller in overseeing the financial and accounting matters of the
Group. He has 10 years of corporate accounting and auditing work experience with public
listed companies.

In addition to his professional CPA and ACCA qualifications, he graduated with a Bachelor
of Science degree in Economics (Banking and Finance) from University of London in 1997
and a Master of Science degree in Accounting and Finance from United Kingdom’s De
Montfort University in 1999.
Ronnie Yo Ngan Kia
Ronnie joined the Group on 14 May 2007.
Senior Manager
Finance

LOW SEOW HUA is the Head of Infrastructure and Technology. He is responsible for
the strategic planning, implementation and management of the Group’s IT infrastructure,
Management Information System and pre-press technology. He joined the Group on 17
April 1995.

Mr Low graduated with a Bachelor of Engineering degree in Electrical from Nanyang


Technological University in 1992 and a Technician Diploma in Electronic Engineering
from Ngee Ann Polytechnic in 1987.

Low Seow Hua


Head
Infrastructure and Technology

18 | Xpress Holdings Ltd Annual Report 2008


Division Heads

PETER TOO LEE FOONG is the General Manager of Print Operations. He is in


charge of the daily print operations. He brings to the Group his in-depth knowledge and
operational experience in print production.

Mr Too is one of the pioneers of Xpress having joined the company in 1986.

Peter Too Lee Foong


General Manager
Print Operations

LIM SHIN EE is the Head of Central Desk, spearheading the division which centrally
co-ordinates all business and operational activities within the Group’s network. Her
responsibilities include streamlining the operations processes, and ensuring a more
cost-effective and timely management of procurement activities, design, printing and
fulfilment solutions for the Group’s large base of clients in different global markets.

Ms Lim relocated to China for four years, where she was the Deputy Chief Operating
Officer of the Group’s subsidiary – Precise Media Group, overseeing its sales, marketing and
print operation activities.
Lim Shin Ee
She graduated with a Bachelor of Business degree in Marketing from the University of
Head
Newcastle (Australia) in 1997.
Central Desk

LINA CHUA is the Director of Xpress Print. One of the pioneers of Xpress, she has been
with the company for more than two decades.

Ms Chua joined the company in 1987, and is knowledgeable in the overall process and
workflow of the print management industry.

Lina Chua
Director
Xpress Print Pte Ltd

Xpress Holdings Ltd Annual Report 2008 | 19


CEO’s
Statement
Charting
the
Vision

Making it
a
Reality

Poh Eng Seng


Chief Executive Officer

22 | Xpress Holdings Ltd Annual Report 2008


CEO’s Statement

“Since 2006, Xpress has built an quality, fast turnaround financial print solutions serving
predominantly financial institutions and companies listed
admirable network of printing facilities, on the Ho Chi Minh City Stock Exchange and Hanoi
Securities Trading Centre.
which stands testament to the success of
our regional expansion strategies. This Our strong capabilities in design, project management
and print consultancy were recognised when our Vietnam
year, the Group is well poised to reap the clients won awards across all categories in the country’s
benefits of our earlier capital investments, first Vietnam Annual Report Awards in June 2008. In
addition, our work for VietFund Management’s Vietnam
and intends to focus on consolidating our Growth Investment Fund Annual Report 2007 clinched
a prestigious Gold Award at the widely acclaimed
operations as well as generating revenue International ARC Awards ceremony in New York City.
and cash flow from our well-established Besides these achievements, Xpress has built up a growing
network of repeat customers, which translates into
facilities.” recurring revenue for the Group.

China Operations
Dear shareholders,
Xpress’ decision to focus on China’s time-sensitive printing
I am proud to be leading a talented and forward-looking
market back in 2006 yielded another set of encouraging
team which is dedicated to achieving continued success
results as revenue contribution from China almost tripled
for the Group. In the year under review, Xpress has been
to S$40.8 million in FY2008, up from S$16.6 million
developing its business in a very competitive industry
a year ago. The Group’s China operations contributed
environment, ensuring that we have to continuously refine
66.6% of FY2008 revenue, and accounted for 95.3% of
and sharpen our unique total print management model
the revenue growth.
within our 20-location network, while deftly managing
the build-up of cost pressures in energy and raw materials.
The main driver of Xpress’ continued strong growth in
Nonetheless, Xpress once again delivered a strong set of
China is our unique one-stop print business model which
results for FY2008.
leverages on our wide network of Print Stations and print
facilities capable of offering split-printing service to clients
Operations Review
having large print projects. This had led to signing of two
large-value Memoranda of Understanding (“MOUs”).
Due to record levels of inflation and the current financial
In January 2008, the Group signed MOUs worth at
turbulence, FY2008 was a challenging year for the Group.
least RMB200 million annually, with seven well-known
However, by being steadfast in our commitment to
Chinese publishers, including Xinhua Financial Media
providing unparalleled customer service and developing
Limited. These major deals were closely followed by
innovative products tailored to meet clients’ changing
MOUs worth RMB140 million annually, signed in May
needs, we achieved a commendable revenue growth of
2008 with six premier publishers from Hunan Province.
70.7% in FY2008.
Print Stations
Vietnam Operations
The Print Station concept – a conveniently located one-
Our “first mover” Vietnam subsidiary commenced
stop facility which offers our complete range of advanced
operations in September 2007, and is the first foreign
pre-press solutions including translation, was well-received
company to receive a license for the provision of
by our customers. This allows them to crystallise their
specialised financial print services. Leveraging on 30
design concepts rapidly, know the real-time status of their
years of experience in international markets as well as
printing jobs and ensure that their reports are delivered
well-established technology, we were fast to penetrate
on time to the right destination. To reach out to potential
the Vietnam market as a provider of innovative, high-
clients, we expanded our Print Station operations in

Xpress Holdings Ltd Annual Report 2008 | 23


CEO’s Statement

Malaysia, as well as set up six Print Stations in Ho Chi million from S$7.0 million a year ago. Excluding
Minh City, Vietnam and Wuhan, Xiamen, Changsha, exceptional gains, the Group’s profit from operation,
Guangzhou and Shenyang in China. on a like-for-like basis, grew 29.9% to S$7.2 million in
FY2008 from S$5.6 million in FY2007. In line with our
On-Site Print Stations higher net profit, Xpress’ fully diluted earnings per share
grew 37% to 0.74 Singapore cent from 0.54 Singapore
Our Print Station success led to some large customers cent, while net asset value per ordinary share was 8.0
demanding dedicated on-site services. Following the Singapore cents as at 31 July 2008 compared to 7.0
successful launch of On-Site Print Station concept to Singapore cents a year ago.
three major customers, Xpress set up another 12 On-Site
Print Stations in the premises of our customers in the Cash and cash equivalents increased to S$12.8 million as
publishing business, largely as part of the MOUs which at 31 July 2008 from S$3.3 million as at 31 July 2007.
we have signed. Staffed by Xpress’ creative design team, The additional cash was mainly from sale of property,
this unique model provides services such as creative plant and equipment as well as the Group’s convertible
design, translation, layout, photo retouching, electronic bond issue. Total shareholders’ equity increased by S$8.7
imposition and highly accurate colour proofing directly million to S$111.3 million in FY2008 from S$102.6
into clients’ offices. By helping publishers enhance million in previous year.
efficiency and shorten project management time, our
On-Site Print Stations further strengthen the Group’s Outlook and Prospects
business partnership with these important clients, thus
reinforcing our market leadership position. Paper prices rose approximately 50% over the past 12
months, while inflation in China, where two-thirds of
Financial Review our business come from, exceeded 5% for 12 consecutive
months through July 2008 before slowing to 4.9% in
Xpress saw revenue rise to a record S$61.3 million in August. Meanwhile, financial markets in the region have
FY2008, an increase of 70.7% from S$35.9 million not been spared from the adverse effects of the global
in FY2007. For FY2008, the cost of raw materials and credit crunch, now developing into a global recession.
consumables increased 133.3% to S$30.1 million due High inflation and global financial turmoil will continue
to increased sales revenue, higher paper prices and the to challenge all players in the printing industry. While
emphasis of the Group’s new China business strategy current environment is certainly not ideal for us, our
focusing more on time-sensitive commercial printing competitive print management model could present some
which uses relatively more paper. As a result, gross profit unique opportunities for Xpress.
margin was slightly lower at 51.3%.
We will capitalise on our unique business model and
Staff cost was marginally higher at S$12.0 million in large customer base to ensure we stay competitive and
FY2008 as compared to S$10.6 million in FY2007. As profitable. Within the Group, our order book remains
a result of higher costs arising from new Print Stations healthy, bolstered by strong orders from our network of
and increased rental costs as we sold and leased back our repeat customers for time-sensitive commercial printing
Singapore headquarters building, a S$4.6 million increase in countries such as Vietnam and Singapore and the above
in operating expenses was incurred. mentioned MOUs signed with China publishers.

Despite the higher costs incurred in FY2008, Xpress’ As the environment becomes more challenging, we
net profit attributable to shareholders (including an see a growing trend of small and medium-sized print
exceptional gain of S$3.0 million) rose 44.4% to S$10.2 players losing their customers to large printers with

24 | Xpress Holdings Ltd Annual Report 2008


CEO’s Statement

strong financial backing. Capitalising on this trend, we (4) Developing and upgrading our Central Desk further
believe that there will be opportunities to expand our to become a more advanced global control hub
geographical reach and increase our market share through facility to provide more effective central planning,
acquisitions and strategic investment opportunities. co-ordinating and monitoring functions to support
all print solution projects in the network.
Future Plans
(5) Deploying more advanced technologies to drive
Since 2006, Xpress has built an admirable network of our product innovations, increase communication
printing facilities, which stands testament to the success effectiveness, introduce Enterprise Resource
of our regional expansion strategies. This year, the Group Planning system, and build creative design tools and
is well poised to reap the benefits of our earlier capital galleries.
investments, and intends to focus on consolidating our
operations as well as generating revenue and cash flow (6) Developing and retaining human talent, to ensure
from our well-established facilities. we have a cross-border team of dedicated, skilful,
and competitive employees capable of delivering
Going forward, for future success and sustainability, market-leading services that will win and retain
we will continue to hone our competitive strengths in customers.
the niche market segments focusing on the following
platforms which will provide a strong differentiating factor
in the market: Poh Eng Seng
Chief Executive Officer
(1) Expanding our business and deepening our
penetration further in China and other markets, by
leveraging our geographical network of unique Print
Stations including dedicated On-Site Print Stations
and printing facilities.

(2) Building strategic alliances and partnerships


with potential business partners who can offer
complementary benefits, not just in the existing
Asian markets but also in our future markets –
North America, Europe and Middle East, so that
we can achieve our goal to be a global print solution
service provider.

(3) Continually innovating of our products and


services in all markets, driven by our relentless
focus on anticipating and exceeding clients’ needs.
Our success in utilising our time-sensitive print
capabilities to now meet the requirements of
commercial clients means that by continuing to offer
innovative products and services we can break new
and untapped markets.

Xpress Holdings Ltd Annual Report 2008 | 25


Making
the
Customer
King

Victor Khoo Choon Meng


Director
Sales and Marketing
Sales and Marketing

The customer is king; and in the world of printing, this on changes and monitor the print process over each
king lives in a highly competitive domain. Changes in other's shoulders, working side by side as a cohesive team.
technology, demands of customers, last-minute changes in All these breakthroughs have unleashed significant cost
look and feel, and fluctuating cost of delivery and paper advantages and resource savings for our clients. These have
all threaten to make the ruler lose his crown. Through our in turn allowed them to optimise their resources to achieve
unique business model and dedicated customer service, greater productivity and profitability. An added advantage
Xpress has emerged as a key lieutenant of these 'kings' – is that both Print Stations and On-Site Print Stations
our customers across the region. allow customers to call 'on-tap' additional resources such
as translation and copywriting when needed – anytime.
Leveraging on our technological knowhow and our By giving our customers such a distinctive head start,
commitment to deliver enhanced value to customers, Xpress has itself raised the entry barriers to its competitors.
Xpress has consistently sought to enhance print solutions No other print solution provider has come so fast, so far to
to help our customers solve problems. And what are deliver so much value.
their concerns? Print customers seek eleventh-hour
customisation, lower cost, speedy delivery, confidentiality Behind these technological breakthroughs lies our
as well as access to a host of related services such as unwavering quest to offer enhanced value to customers.
translation, creative design and desktop publishing. We seek to constantly redefine the concept of value – be
it speed, cost or quality. The thread which binds the
In a paradigm shift in the world of printing, Xpress first customers and us is our commitment. By so doing,
rolled out its unique Print Station model in FY2007, we have developed a strong sense of trust among our
followed a year later with the revolutionary On-Site Print customers. Over the next few years Xpress will continue to
Station. fine-tune our Print Stations and On-Site Print Stations to
achieve even greater efficiencies and economies of scale, as
Print Station well as profitability at each geographical location.

The uniqueness of the Print Station is that it has become Beyond these developments on the technological front,
a critical link in the customer's workflow process. Xpress has also unveiled new print products such as
Through technology, the customer can remotely monitor listed company yearbooks, directories and time-sensitive
and control the entire print process, beginning from commercial printing. Indeed, commercial printers which
conceptualisation to final colour proof before relaying the previously did not insist on speed printing now find that
final print order to a print factory in close proximity – less enhanced turnaround time is as critical for them as for
than 18 hours by road transport – to the end-customers. financial printing clients. This has in turn helped us to
To date, Xpress has established 20 Print Stations spread win even more commercial printing clients, helping us to
across the region. The Print Station model allows enlarge and enhance our product range and balance our
customers to dramatically reduce turnaround time and product mix more favourably.
cost of delivery. In effect, through technology, we have
facilitated the death of distance. Technology and commitment, form and substance
have come together in a seamless offering, making the
On-Site Print Station customer the king of all his print domain, and Xpress its
indispensable lieutenant.
Taking this even further, Xpress recently unveiled its
On-Site Print Station. This enhanced service offering
effectively allows Xpress to set up the Print Station in the
client’s office. By locating our staff and our technology in
the premises of our clients, we allow our clients to access
the entire array of print-related solutions and services as
if it is an essential part of their own operations. In other
words, we have brought the design house, translators,
writers and the print factory to their location. Customers
can talk to print service providers who can in turn work

Xpress Holdings Ltd Annual Report 2008 | 27


Product Managers

Financial Research Division Limitations and Disclaimer


This publication has been prepared by First NZ Capital Securities Limited (“FNZCS”) for distribution
to clients of FNZCS on the basis that no part of it will be reproduced, altered in any way, transmitted
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Adapting to the demands of time-sensitive
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contained herein reflect a judgement at the date of publication by FNZCS and are subject to change
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India – Telecom
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Copyright: First NZ Capital Securities Limited and its related companies, 2008. All rights reserved.

a comprehensive array of documents for leading


Contact Details

India – Telecom
institutions, corporations, funds and investments

October 2008
companies.
Riduwan Zhang Credit squeeze, tower freeze 4Q2008

Global Product Manager,

4Q2008
Heads I build, tails you lease

With technology at the forefront of our


Financial Research &
Corporate Finance development to ensure data management,
workflow controls, cost efficiencies and print
quality, we have the resources and expertise to offer:
 Total project management  Pre-press, including

proofing  Design concept and layout  Print


production  Delivery and distribution

Corporate Finance Division


Qualitas Medical Group… Financial Highlights

A Growing Regional Primary Healthcare Services Group

Overview

Time is of the essence for corporate finance


ROXY-PACIFIC HOLDINGS LIMITED
ROXY-PACIFIC
HOLDINGS LIMITED

Our Business Model

printing, and we have the flexibility and OUR BUSINESS

expertise to handle the corporate finance clients’


A HOMEGROWN
SPECIALTY
PROPERTY AND
ROXY-PACIFIC Our Network of Clinics
HOSPITALITY
HOLDINGS LIMITED GROUP
50 East Coast Road #03-11

requirements and changes.


Roxy Square Singapore 428769

Tel : (65) 6440 9878


Fax : (65) 6440 9123
MALAYSIA

Qualitas Medical Group Limited

REGION

From editorial support to design and pre-press, we


have a dedicated team that works round-the-clock
to required timelines while maintaining highest
level of confidentiality.

Our Corporate Finance products include:


 IPO red herrings and prospectuses  Merger and
acquisition documents  Information Memoranda
 Offer documents  Shareholders' circulars  Forms

Asset Management Division BNP PARIBAS AGRICULTURE (SGD) FUND


Invest in a golden harvest

A provider of choice for fund managers, we


understand the value of information as the basis of 环 球 智 慧 掌 控 全 球 机 遇

making investment decisions. We work with fund 南方全球精选配置基金


202801
投资盛宴不落幕 资本增值不停步

managers to package and deliver the most accurate 人民币认购


火热销售中

and relevant information to the investors. Our


advanced technology capabilities like automation and
Jeffry Lautan digital templates streamline process, reduce timeline,
基金管理人:
客服热线:400-889-8899
http : // www.nffund.com
境外投资顾问:

梅隆全球投资有限公司

Global Product Manager,


基金托管人: 境外托管人:
客服热线:95588
http : // www.icbc.com.cn 纽约银行

Asset Management improve cost efficiency and ensure timely delivery.

Leveraging on our industry knowledge and


network, we have the expertise in producing:
 Prospectuses  Annual/Bi-annual reports

 Monthly/Quarterly factsheets  Brochures/

Posters/Direct-mailers/Sales kits  White paper


research publications

28 | Xpress Holdings Ltd Annual Report 2008


Product Managers

AnnualReport
Annual Report Division
Division
We develop annual reports with strategic themes
to deliver clients' key messages to shareholders Annual Report 2006
QUỸ ĐẦU TƯ TĂNG TRƯỞNG VIỆT NAM (VF2)
TSIT WING INTERNATIONAL HOLDINGS LIMITED
VIETNAM GROWTH INVESTMENT FUND


ANNUAL REPORT 2007

through professional publishing consultancy and



BÁO CÁO THƯỜNG NIÊN

STEERING FORWARD SUCCESSFUL PARTNERSHIPS



ANNUAL REPORT 思域无疆

2007


Hiap Moh Corporation Ltd



2007
produce well-designed annual reports to establish
STEERING FORWARD
annual report 2008
SUCCESSFUL PARTNERSHIPS
ended 31 march 2008

TRANSFORMATIONS
good investor relations. Brewing for theW
DREAMS AT T I T U D E CHOICES COURAGE

新思维
o


会计报表(境内)
Growth
Growth within

心服务
rld
Ivan Goh At. Ro commolor inim ing eum ip enibh endre er
Head Office:

266 - 268 Nam Ky Khoi Nghia Street,


Vững mạnh từng ngày

Ivan Goh
Ward 8, District 3, Hochiminh City

ANNUAL REPORT 2007


To stay ahead in the industry, Xpress deploys
Tel: (84 8) 9320 420

Fax: (84 8) 9320 424

ANNUAL REPORT 2007


Global Product Manager, suscidunt la facilla accum dolor susto eugue te dit
Website: www.sacombank.com.vn

A n n u a l R e p o r t 2 0 0 7 . 0 8
Annual Report 2007 • 08 1

Annual Report advanced technologies to speed up design Tung Lok Restaurants (2000) Ltd

Global Product
CÔNG TY LIÊN DOANH QUẢN LÝ QUỸ ĐẦU TƯ CHỨNG KHOÁN VIỆT NAM

lorpero eu faci blandre conse facing ea adiatie del dit


conceptualisation, standardise printing quality, as
Manager,
Annual Report incidui eratie
well as manage clients' digital data.

Our equity management services include:


 Shareholder research and print consultancy

 Concept, design and layout  Copywriting and

editing  Remote printing and split-printing


 Delivery, logistics and distribution

Commercial
Annual Printing
Report Division
Division
Specialist in high speed commercial printing, we
excel at providing responsive and efficient print TSIT WING INTERNATIONAL HOLDINGS LIMITED
Annual Report 2006 ANNUAL REPORT 2007

management solutions for time-sensitive printing Hiap Moh Corporation Ltd

needs.
2007

TRANSFORMATIONS
Brewing for theW
DREAMS AT T I T U D E CHOICES COURAGE

o
Be it a simple brochure or an elaborate coffee table
rld

Maggie Wei At. Ro we


book, commolor inim
offer a suite ing eum
of services fromippre-press
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Ivan Goh
Global Product Manager, suscidunt la facilla accum dolor susto eugue te dit .

print production, bindery, finishing and packaging


A n n u a l R e p o r t 2 0 0 7 0 8
Annual Report 2007 • 08 1

Commercial Printing
Global Product lorpero eu faci
to delivery blandre
of these conse facing
commercial ea adiatie del dit
products:
Manager,
Annual Report incidui eratie Coffee table books  Magazines,
 Brochures

newsletters and periodicals  Annual reports 


Textbooks and manuals  Stationeries

Large Volume Printing Division


Introduction of newer and wider products and
services range, and mass marketing is fuelling new
demands for information and publications for the
broad market.

Our unique quick turnaround print value chain


Gu Yiming and global network of resources harness the speed
Global Product Manager,
Large Volume Printing and multiple print locations capability to maintain
a competitive edge, while ensuring the highest
service and print quality for publications and
periodic print projects.

Our range of Large Volume print services include:


 Magazines  Periodicals  Journals  Books
 Marketing collaterals

Xpress Holdings Ltd Annual Report 2008 | 29


Products Showcase

BÁO CÁO THƯỜNG NIÊN 2007


PV DRILLING

HƯỜNG
O T NI
CÁ ÊN
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Á

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TỔNG CÔNG TY CỔ PHẦN KHOAN
VÀ DỊCH VỤ KHOAN DẦU KHÍ - PVD
PETROVIETNAM DRILLING AND WELL SERVICES CORPORATION
ANNUAL REPORT 2007

A
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REPOR

EAGLE BRAND HOLDINGS LIMITED


EAGLE BRAND HOLDINGS LIMITED

Annual Report 2007


Year Ended 31 December 2007
ANNUAL REPORT 2007

30 | Xpress Holdings Ltd Annual Report 2008


ANNUAL REPORT 2007 Products Showcase

Living the Culture of COLOUR

Na
tu
ra
l

Ec
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fr
ie
nd
ly

Bio
de
gr
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ab
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BNP PARIBAS AGRICULTURE (SGD) FUND


TSIT WING INTERNATIONAL HOLDINGS LIMITED
Annual Report 2006
Invest in a golden harvest

Brewing for theW


o
rld

The information contained in this document is strictly for distributor use only and should not be disseminated to external parties
and/or public. No part of this document may be copied, reproduced or otherwise modified in any manner without the prior written
consent of BNP Paribas Asset Management Singapore Limited. Please also refer to the Disclaimer on the last page of this document.

Xpress Holdings Ltd Annual Report 2008 | 31


Efficient
Network

Delivering
First-Class Service

Darlington Tseng Te-Lin


Director
Business Operations

32 | Xpress Holdings Ltd Annual Report 2008


Business Operations

Since joining Xpress in 2007 as the Director of Greater In addition, the use of technologies like ISO12647-2
China Business Development, I have recently stepped into colour management, automated typeset, interactive design
the role as Director of Business Operations. The integral gallery and video conferencing have further enhanced
mission of the team is to capture the growing financial efficiency.
print demand in the Asia Pacific region with the setup
of 20 regional Print Stations to keep Xpress on a path of Talent Development
sustainable growth.
Acknowledging human talent are vital to the success of
In response to challenges in a competitive environment, the Group, we continue to offer competitive training and
the team has been re-engineering processes to strengthen incentives to attract, retain and develop high-performance
our unique business model, while enhancing customer teams.
service and attracting and nurturing talent.
We seek to attract talented professionals who share the
Re-engineering same objectives and are willing to relocate to support
our split-print business. Besides offering good career
With Print Stations increasing in numbers and global prospects, we also provide training opportunities at our
spread, the workflow has been transformed to a seamless Singapore or China headquarters, and opportunities
process targeted to improve efficiency after evaluating to work in their preferred locations. The acceptance of
all elements. The refined process was implemented in location or new work scope arrangement helps to foster
consultation with process owners and functional heads, team spirit and enthusiasm among staff, benefitting Xpress
who participated in the development of the handbook – a with new creative ideas and concepts. Talents are also
manual providing guidelines on reporting channels, forms, identified for a jumpstart career path to go through the
and information relating to functional and administrative complete management trainee programme in Singapore
protocols. headquarters.

A customised Enterprise Resource Planning (ERP) system In spite of turbulent business environment, we have
is in the process and is on track to roll out within a year. remained focused in our directions, strategies, and
This will facilitate the timely sharing of integrated data product diversification to higher value-added service while
among departments, and assist in the effective control and remaining adaptable to, and aware of, global changes.
efficient planning of resources.

Fortifying the Print Station Model

The On-Site Print Stations, which build upon the first-


generation Print Stations, are designed to meet the
needs of customers with personalised service and quality
products in a fast-changing business environment. These
stations provide immediate value-added services to boost
our relationships with clients. Further investments in
Shanghai and Kuala Lumpur facilities were made to raise
production capacity and print quality. Logistics solutions
are also continuously assessed and consolidated to ensure
smooth deliveries to multiple destinations.

Xpress Holdings Ltd Annual Report 2008 | 33


Business Development

Bob Lim
Head
Business Development

Set up in 2006, the Business Development and Strategic  Expand our network of Authorised Printers from
Planning team plays an important role to support the four to seven by 2010 to support split-printing
Group’s expansion strategies. capability
 Seek strategic alliances with potential global print
The main functions of the department are: partners in India, the Middle East, Europe and
North America.
Product Development
To develop new products and services to create stronger Developing new products and services
differentiation in the market that will improve and extend  Identify critical investments in technology to
the product life cycle of the current offerings to attract enhance core products and services.
new customers while retaining the existing ones.  Plan and implement innovative technology driven
tools – Graphic Design Gallery (GDG) and
To expand Print Stations network globally –including Annual Report Gallery (ARG) to enhance our
dedicated On-Site Print Stations. competitive edge.

Mergers & Acquisitions Securing government grants and incentives


To focus on mergers, acquisitions and joint ventures by  Identify and secure grants and support from
identifying and exploring potential business partners for the authorities for major projects to defray our
strategic collaborations to expand our network as well as investment costs and increase our competitiveness.
services to meet our global customers’ needs.
Streamlining and standardising business processes
Corporate Services  Produce the corporate handbook with detailed
To provide support services for corporate compliance, standardised operating procedures and guidelines
interacting with regulatory authorities and agencies to to ensure consistency in business and operational
explore and secure government grants/incentives. practices.
 Update handbook regularly as changes and
To conduct market research on countries, sectors and improvements are made.
industries to provide updated information for strategic
planning, business reviews and budgeting decisions. Developing post-press strategic logistics plan
 Design a logistics plan to strategically strengthen
Priority activities to drive continuous profitable growth our business model by mapping and improving
are: international, intra and inter-city logistics network
so as to deliver a high level of customer service.
Developing key strategies to support Xpress’ global expansion plan
 Deploy Print Stations to more than 30 strategic
locations by 2009 to increase our customer reach.

34 | Xpress Holdings Ltd Annual Report 2008


Central Desk
Split Printing - key unique selling proposition of Xpress...
Cuts Cost, Saves Time
Print Factories/
Authorised Printers Delivery Fulfilment
Print Location 1 Final Destination 1

Electronic
Transmission

Customers Central Desk Print Stations Print Location 2 Final Destination 2

Electronic
Transmission

Print Location 3 Final Destination 3

Electronic
Transmission

Xpress’ regional network of Authorised Printers


Split-printing approach brings benefits of shorter time and delivery
distance, reduced cost and increased reliability

Lim Shin Ee
Head
Central Desk

The Group’s main Central Desk facility located in  Ensures lower costs and stable supply of materials,
Singapore headquarters plays a pivotal role in the thereby providing more competitive quotations and
management of its unique print business model within its higher quality of print products.
international network of Print Stations and print factories.  Allows Xpress to maintain consistency in print colour

It provides central scheduling, resources allocation, and quality across split-printing locations.
co-ordinates and monitors progress and status of all print
projects covering the entire process from pre-press, to Managing Authorised Printers
printing and post-press, including delivery fulfilment. Its  Selects and manages outsourced printers and other

key functions serving the network are: partners to ensure consistent print and delivery quality
standards.
Central allocation and co-ordination of print jobs  Optimise manpower resources and production

 For efficient control of printing projects, the Central capacities while minimising cost.
Desk decides on the optimal solution for each print job
in accordance with defined job specifications. Co-ordinates delivery logistics
 Optimise workflow schedules, process management,  Understand clients' preference for a central contact

and production, including split-print management. point for project status information, the Central Desk
oversees and manages post-press delivery solutions
Costing and pricing controls by giving advice on the best available logistics and
 Maintains a standardised costing database. solutions, and provides status updates to clients.
 Computes and prescribes costing, and determines

optimal competitive quotations. The future development plan is to expand and upgrade
 Ensures all costs and quotations are acceptable for the Central Desk's facility and capacity to cope with the
job specifications, significantly reducing inaccuracy. growing business volume and the complexities of different
job specifications. Moving ahead, the plan is to expand the
Central procurement of key materials scope of Central Desk to incorporate additional
 Key materials like papers, films, plates etc are procured sub-regional and local ‘Central Desks’.
centrally for economies of scale and quality control.

Xpress Holdings Ltd Annual Report 2008 | 35


Infrastructure and Technology

Low Seow Hua


Head
Infrastructure and Technology

Information technology and infrastructure, as an enabler, Xpress is one of few companies in the region to attain
continues to remain the cornerstone of Xpress' success in Process Standardisation for Offset Printing (PSO)
delivering market leading time-sensitive print solutions. ISO12647-2 certification with implementation of
Xpress' unique print management model relies on the standardisation in printing process control utilising
application of technology advancement in information advance measuring instrument and software tools. The
and communication solutions, colour management certification provides Xpress with professional knowledge
systems and graphic arts software tools. This has enabled in colour management across multiple print locations,
the Group to integrate, manage and monitor the productions and PDF creations to facilitate internal
operations of its print value chain from pre-press to print controls and delivers high quality print standards.
and delivery fulfilment efficiently.
The IT team continues to focus on automating data
To deliver the highest level of service throughout its cross- management, charting and layout work for higher
border network of 20 locations, the Group continues to speed and quality consistency. Future development
priorities to support the business growth include:
invest in advanced technologies and systems to modernise
its hardware, design and print production workflow
 Study and implement best practices and guidelines
efficiency.
 Explore new and advanced pre-press capabilities
 Build a team of internal PSO certified experts
One of the key priorities is the on-going implementation
 Conduct regular internal PSO audits
of the new Enterprise Resource Planning (ERP) system
 Introduction of Smart Publishing – a parallel workflow
– a fully integrated system to replace existing Production
application allowing teams of writers, editors, designers
Information System (PIS) and Oracle Financial System.
and digital image artists to work simultaneously in a
These will contribute to the strengthening of Central
secured environment
Desk control and optimisation of resource and capabilities
allocation within its network. Plans are in place to link
up all Xpress offices, Print Stations and print facilities
with dedicated private networks for data transfers, video
conferencing, management information system, ERP and
remote helpdesk support.

36 | Xpress Holdings Ltd Annual Report 2008


Human Resources
Global Staff Strength Qualification Profile
as at 31 July 2008 as at 31 July 2008

2%
16%
26%

35%
53%

27% 24%
2%
6% 2% 7%

China University Degree Holders


Hong Kong Diploma Holders
Malaysia Higher NITEC/Technical Holders
Philippines 'A' or 'O' Level Holders
Singapore Others
Adeline Chee Choon Lee Vietnam
Head
Human Resources

The success of Xpress’ unique business mode lies in higher level of standardisation, superior customer service
its human capital and their dedicated commitment to quality and better product knowledge. Emphasis will also
delivering a strong differentiating factor in the market. be on sharing of best demonstrated practices (BDPs) and
Our cross border team of multi-national management and fostering of effective communication between business
workforce in almost 10 countries provides a stimulating units.
work environment tapping on the attributes and
capabilities of our combined team from different cultural, Apart from the various in-house training, talents identified
academic and work backgrounds. To ensure that Xpress’ for a jumpstart career path will go through a management
future growth and success is sustainable - recruiting, trainee programme in Singapore headquarters to prepare
developing and retaining the right people - will remain a them for future management roles.
priority.
Teambuilding and Staff Welfare
Training and Development
Staff welfare and teambuilding programmes were
Beyond finding the right people, we continue to run skills organised during the year to foster teamwork, promote
development programmes at different levels for employees healthy and balanced lifestyle and to build closer
to learn and acquire new knowledge, technologies and management-employee working relationship.
work experience in a global environment. This will be
vital for both the individual and the organisation to realise Highlights of the year were the participation of the
their full potential and therefore able to contribute to annual SGX Bull Run 2007 by joint team of staff and
achieving the vision of the company. senior management, and a team of multi-functional staff
from headquarters participating in an Outward Bound
One of these programmes is the Group’s staff exchange team building program in Pulau Ubin which focused
program which provides opportunities for sales staff, on building trust, perseverance and problem-solving. In
graphic designers and production staff from different February 2008, the Xpress Family Day 2008 was organised
parts of the network to undergo training at the Singapore in Sentosa for the Group's employees and families. For
headquarters for a period of three to six months. This will staff welfare, the company organised the annual SATA
help them to familiarise with the detailed workings of staff health checks. Team building programmes within
the Group's business model and operational procedures functional teams were also organised.
across its network. Such exchange programme will lead to

Xpress Holdings Ltd Annual Report 2008 | 37


Print Stations

Singapore

Robinson Point Print Station, strategically located


in the heart of the Central Business District, is our
flagship Print Station serving professionals such
as lawyers, auditors, issue managers and others
in the area. This provides easy access to getting
time-sensitive work turnaround in a comfortable
environment within close proximity.
Mary Lim
General Manager The station offers pre-press services from
design, document layout, digital correction and
conversion to printing. Meeting rooms attended
by our Customer Service personnel, complete
with computers and copiers, are also available for
proof-reading and private conferences.

Australia

Australia Print Station functions as the marketing


arm of Xpress Print Singapore, with account
servicing support located in Melbourne while
design and production are backed by Singapore
headquarters. Its clients include financial
institutions, commercial enterprises, design houses
and multi-national corporations with presence in
Adelene Lim the major cities of Australia and New Zealand.
General Manager

Malaysia

In its 18th year in Malaysia, the Kuala Lumpur


Print Station has revamped its business to align
with the Group’s Print Station global expansion
plan. The strategic relocation of the station to the
Central Business District continues to support
the listed companies with the provision of fast
turnaround, high-volume print solutions.
Alison Wee
General Manager The operation in Malaysia is in line with the
Group’s future plan to extend its services to the
Islamic finance and corporate industry, and the
development of its network into the Middle East
region.

38 | Xpress Holdings Ltd Annual Report 2008


Print Stations

Philippines
The Philippines Print Station adopts the same
business concept following the success of other
Print Stations. The station has provided the Group
with creative talents to support both its local
and overseas operations. Leveraging on Xpress
expanding geographical footprints, the station
which traditionally serves a targeted segment has
gradually progressed to a more diversified role
Agnes Sarmiento meeting the objectives of the Print Stations.
General Manager
Through the benefits of regional training
programmes, the station is prepared to take on more
businesses with increased market opportunities.

Vietnam
The Print Station in Ho Chi Minh City, set up
in 2007, is the latest addition to the network
to capture the anticipated growth following
Vietnam’s entry into the WTO.

Within the first year of operation, Annual Reports


designed and printed by Xpress won awards
in all categories of the Vietnam’s 2007 Annual
Kenny Lim Report Awards – a tribute to our quality and
General Manager excellence. One of the Group’s designed Annual
Reports was awarded the prestigious Gold Award
for Best Annual Report Cover Design/Photo
for Banking and Financial Services Sector in the
Eastern Hemisphere by International ARC Award
organised by Mercomm Inc.

Encouraged by the growing client base and


market recognition of its service and capability,
the Group will continue to explore growth in
other key cities such as Hanoi and Danang.

Hong Kong
Modelled after Singapore, the Print Station in Hong
Kong was set up in 2007 to offer similar professional
services to time-sensitive projects demanded by
professional agencies. The deployment of dedicated
staff on-site provides competitive comprehensive
print management services for some of our global
financial research clients. The office, supported by
our nearby Shenzhen printing plant, also bridges
Yvonne Cheung cross-border companies with branch offices in China
General Manager and Singapore.

With continuous growth in China and the region,


the station is poised to take on more commercial
printing projects and in-house translation services.

Xpress Holdings Ltd Annual Report 2008 | 39


Print Stations

China
Xpress achieved good growth rate in FY2008. While sustaining the increase in financial and
commercial printing, the timely expansion of traditional publication printing increased our
revenue source. Our unique one-stop print management service has gained popularity and
recognition among customers giving us a competitive edge. This has also opened the door for us
to set up an On-Site Print Station in the premises of one Hunan’s leading publishers.

The sales revenue for FY2008 is RMB43 million, up 102% compared to a year earlier. Total
assets increased 143% to RMB108 million while net assets rose 21% to RMB14 million
Wu Wei Dong compared to last year.
CEO, China Operations
In FY2008, we expanded the Print Station network to five new cities in China – Guangzhou,
Changsha, Wuhan, Xiamen, and Shenyang – and increased the number of major clients by
another 20. In less than two years, our Print Station presence has strategically expanded to
the following major cities: Shenzhen, Guangzhou, Chengdu, Changsha, Xiamen, Shenyang,
Shanghai, Beijing, and Wuhan. The provision of fast, efficient and high-quality service further
reinforces our growth opportunity and long-term client relationships.

A number of contracts were signed in FY2008. In January 2008, a three-year RMB200 million
print management agreement was signed with seven China major publishers. Another RMB300
million print management contract was signed with six Hunan publishers in May 2008. An
exploration trip was also organised for Bank of China Securities to reinforce our commitment to
the China print industry.

To further increase competitiveness and standardise processes, sales and productivity training
were conducted. In addition, an ERP system to streamline operations is in the pipeline for
2009. With stronger foundations in place, the China market is poised for further growth.

Beijing
Print Planner (Beijing) Co., Ltd
Room 102, Block B Risheng Business Center
Yongan Dongli, Jianguo Menwai Street
Chaoyang District, Beijing
China 100022
Tel : (86) (10) 6567 8282
Fax : (86) (10) 6567 8181
Li Shu Email : beijing@xpressprint.cn
General Manager

Changsha
Xpress Print (Shenzhen) Co., Ltd - Changsha Branch
Block M3 Hi-Tech Industrial Development Zone
Yinpeng Nanlu, Changsha City, Hunan
China 410013
Tel : (86) (731) 228 2328
Fax : (86) (731) 228 3328
Email : changsha@xpress.sg
Liao Xing
General Manager

Chengdu
Print Planner (Chengdu) Co., Ltd
Room 201, Block B1 Luoma Jiari Square
Gao Sheng Qiao East Road, Wuhou District
Chengdu, Sichuan
China 610041
Tel : (86) (28) 8510 9833
Fax : (86) (28) 8510 9834
Ma Li Email : chengdu@xpress.sg
General Manager

40 | Xpress Holdings Ltd Annual Report 2008


Print Stations

Guangzhou
Xpress Print (Shenzhen) Co., Ltd - Guangzhou branch
Room 622, Block A Huaxia Hotel
8 Qiaoguang Road, Guangzhou
China 510015
Tel : (86) (20) 8336 5388
Fax : (86) (20) 8336 5328
Email : guangzhou@xpress.sg
Lin Xiao Ming
General Manager

Shanghai
Print Planner (Shanghai) Co., Ltd
Room 2005 Longyu Bldg,
1036 Pudong South Road
Pudong New District, Shanghai,
China 200120
Tel : (86) (21) 5888 3218
Fax : (86) (21) 5888 3219
Sun Jian Jun Email : shanghai@xpress.sg
General Manager

Shenyang
Xpress Print (Shenyang) Co., Ltd
Room 103, 21 Beijing Street, Shenhe District
Shenyang, Liaoning
China 110013
Tel : (86) (24) 2253 2128
Fax : (86) (24) 2251 7068
Email : shenyang@xpress.sg
Jing Ye
General Manager

Shenzhen
Xpress Print (Shenzhen) Co., Ltd
109-110 Zone A Gouwu Gongyuan North
Mintian Road, Futian District
China 518048
Tel : (86) (755) 8830 2828
Fax : (86) (755) 2531 3766
Email : shenzhen@xpress.sg
Maggie Wei
General Manager

Wuhan
Xpress Print (Shenzhen) Co., Ltd - Wuhan Branch
Room 05, 30/F International Trade Center
568 Jianshe Road, Jianghan District, Wuhan
China 430022
Tel : (86) (27) 6885 0766
Fax : (86) (27) 6885 0786
Email : wuhan@xpress.sg
Zhang Zheng Lin
General Manager

Xiamen
Xpress Print (Shenzhen) Co., Ltd - Xiamen Branch
Room 403, Zhongxin Huiyang Building
57 Hubin North Road, Siming District
Xiamen, Fujian
China 361012
Tel : (86) (592) 533 2238
Fax : (86) (592) 511 8909
Cheng Xiao Ping Email : xiamen@xpress.sg
General Manager

Xpress Holdings Ltd Annual Report 2008 | 41


Investor Relations

Regular proactive, timely and The Group also leveraged on the media to increase public
awareness and its equity. Some highlights of our investor
transparent disclosures of clear and relations activities include:
accurate updates for informed investment
Analysts/Media Briefings
decisions.
The management meets with analysts, investors and media
Xpress’ investor relations programme is a focal and integral regularly to present updates of its financial and operations
part of its commitment to uphold high standards of performance, growth strategies and new initiatives. In
corporate transparency and governance. The management FY2007, Xpress held briefings on major activities like
maintains long-term active relationship with the investing the launch of its Print Station facility in Kuala Lumpur,
public and community through regular dialogues to Malaysia.
provide updates on strategic developments and progress.
Publications and Newspapers
In addition to the results announcements as part of the
regulatory mandatory reporting cycle, post-results meeting Xpress’ Chief Operating Officer, Mr Fong Kah Kuen,
were held with analysts and the media to augment their was featured in the February issue of Smart Investor – a
understanding of the Group’s financial results, business monthly investment guide magazine. The article ‘Xpress
directions, ongoing strategies and the industry trends. Holdings Marches Ahead’ tells of the Group’s foray into
These are excellent platforms for the management to China’s fast-growing financial and media printing market.
share our intrinsic value, growth drivers and competitive
strengths with potential and existing investors as well as Our CEO, Mr Poh Eng Seng, was interviewed by
analysts and media. Saigon Times Weekly – one of Vietnam’s leading English
language business and economic magazine, on the Group’s
During the year under review, meetings were held with successful venture and development plans in Vietnam.
shareholders, analysts and investors. These complement
our regular corporate and financial results announcements The Group’s announcements and news releases received
and news releases. These public broadcasts are available on media attention– The Straits Times, The Business Times,
the corporate website – www.xpressholdings.com Lianhe Zaobao, Zaobao Sunday, The Edge Singapore,
Bloomberg, Today and Malaysia’s Nanyang News.

42 | Xpress Holdings Ltd Annual Report 2008


Investor Relations

Broadcast Programmes Public Seminar

Xpress was featured in Money Week – a popular local Mr Fong was one of the key speakers at the Lianhe
Chinese business finance programme providing insights Zaobao’s China Market Seminar held on 22 September
and analyses the business world. The dialogue interview 2007. The Group’s new China strategies, and the market’s
of Mr Sam – one of our Board of Directors and our CEO opportunities and challenges were discussed.
between the period from 1997-2002, was aired in July
2007. Xpress Print (Vietnam) was invited by Dragon Capital
Group, KPMG and VietFund Management to partake
Mr Fong was also featured in a two-episode exclusive in a conference attended by more than 150 members of
interview with Ms Tung Soo Hua, the popular host of the Vietnam Association of Listed Companies in Ho Chi
Money Week, in October 2008. Minh City on 23 November 2007. Mr Poh, together
with Ivan Goh, our Global Product Manager for Annual
The Group’s progression through the years was showcased Report, provided valuable insights into the production of
in the opening feature of Public Insight, a TV programme annual reports and how it can deliver the desired massages.
targeting investors. A 60-second edited version was Mr Poh also participated in the panel discussion.
televised on Bloomberg and CNBC Pacific Feed.
At Today-HP Total Care Seminar held at Hort Park on 27
Public Launches August 2008, Mr Fong shared his secret winning recipe on
customer service to an enthusiastic crowd.
The successful launch of Kuala Lumpur Print Station
in Malaysia on 6 June 2008 was attended by major Looking ahead, the Group will continue active investor
Malaysian media. An interactive session with the media communication and ensure the disclosure of pertinent
updated them on the Company’s progress and its success information in a timely and professional manner.
in time-sensitive financial and commercial printing.

On 28 September 2007, an official launch of the Print


Station concept was held in Singapore at the Fullerton
Hotel to a crowd of investors, analysts, and media.

Xpress Holdings Ltd Annual Report 2008 | 43


Internal Communications

The Group reports events and pertinent information relating to the company through its internal newsletter - Xpressian,
and Print Station's newsletter - Xpression.

XPRESSIAN
ISSuE 4/AuguSt 2008
第4版/2008年8月

速印人 A PublIcAtIoN by XPRESS HoldINgS ltd


速印控股有限公司出版物
27 June 2008
Malaysia 7 July 2008

Message from Xpress Group CEO


Founder & COO’s Dear Customers,

■ Customer
Focus
Assurance Our entry into post-WTO Vietnam was in response to the growing
demand by the Vietnam business community for more specialist
Mr KK Fong time-sensitive financial print services. The demands came not
just from the local companies but also from our existing large
When I first started the business in Malaysia 18 years ago, I gained your base of global and regional financial and commercial clients in
support due to our unstinting customer service. Xpress’ success has Asia Pacific. Our first 10 months of operations in Vietnam from
■ Responsibility been brought on with hard work, long hours but also the imaginative use of our “Print Station” in Vo Thi Sau Street in HCMC has been most
technology and also the willingness to experiment and suffer setbacks. In encouraging and eventful.
Xpress, we not only meet but anticipate your needs, surpassing
your expectations upon the delivery of your reports. We enjoyed excellent support from the authorities as well as opportunities to work
■ Perseverance with prominent, leading organisations like Dragon Capital, KPMG, Association of
Today, we are expanding. In Malaysia, we have upgraded our facilities and Listed Companies in Vietnam in promoting higher standards of annual reports, etc.,
new machineries to continue to bring our service level to another greater to meet the changing demands of the equities market. On behalf of the Xpress team,
height. As we embark on this expansion to serve you better, I assure you I wish to thank all our supporters, associates and all our valued clients – both listed
the Xpress’ spirit of customer service will remain unchanged. and non-listed companies for their collaboration and support given to Xpress.
■ Personal
Excellence We are particularly pleased that in our first year, our 2007 annual report clients
clinched honours in all 4 categories – 1st Prize :SACOMBANK, 2nd Prize : FPT, 3rd
Prize : VINAMILK and Award for Best Design/Styling : PV DRILLING. Our heartiest
congratulations to each of them and look forward to working with them further raise
■ Agility the quality of annual reports. We will strengthen our relationship with customers by
country Manager 经理总结报告 offering a wider range of our print products - annual reports, asset management reports,
IPO prospectuses, circulars and corporate communications collaterals. Clients can

■ Integrity Reports benefit from Xpress Print Vietnam’s unique print management model which enables
it to leverage the Group’s regional print station network in 20 locations served by a
number of strategically located print facilities with split-printing capability.
News Brief 新闻摘要 Our team led by General Manager, Kenny Lim, looks forward to meeting you to
■ Teamwork discuss competitive, effective print solutions for your various printing needs. Thank

Xpress’ Milestones 速印控股的里程碑 you very much.

Poh Eng Seng

New Hires
CEO, Xpress Holdings Ltd
最新雇佣情况
Disclaimer: For Internal Circulation Only

Xpress, February 2008 Xpress, August 2008 Xpress, June 2008 Xpress, July 2008

Xpress' management and employees engaging in social activities to foster bonding and team spirit.

44 | Xpress Holdings Ltd Annual Report 2008


COO’s Message
Grooming
Leaders

Ensuring
Continuity

Fong Kah Kuen


Founder & COO

Number of Number of Number of


Long Service Staff Long Service Staff Long Service Staff
by Function by Department

19% 1 42
5 5 8 5
11 1
23
6 10

24 12 20
2
8 10

5 - 10 years Key Executive Production Central Desk


11 - 15 years Head of Department HR & Admin Infrastructure & IT
more than15 years Manager Pre-press Finance
Supervisor Sales & Customer Service Business Development
Others

46 | Xpress Holdings Ltd Annual Report 2008


Founder & COO’s Message

Succession planning is vital to the future At the general level, we have a well-planned Global Talent
Management scheme – a stimulating, dynamic and varied
growth of Xpress. We have put in place a human resource programme designed to identify talents,
realise their full potential and accelerate their growth.
comprehensive programme to attract and Through this scheme, we hope to continue in our journey
groom talent to take the Group to the towards talent discovery, and form a team of capable,
energetic employees and visionaries. Whether they are
next level. fresh graduates with a passion to excel or experienced
professionals seeking breakthroughs in their careers, the
With about 460 employees under our wing, we at Xpress Group wishes to give these individuals a platform in
have always prided ourselves on being a well-structured which they can be nurtured and groomed to be our future
company. For the past 30 years, the Group has overcome leaders.
numerous hurdles, and sustained ourselves through
various demanding periods. In view of the Group’s I am delighted that for the past year, I have observed
commendable results amid the global financial turbulence, tremendous progress from this talent pool, who has
I am confident that Xpress will remain a leader in Asia delivered notable outcomes for all tasks assigned to them.
Pacific’s printing industry.
With a fitting structured training programme in place,
Having said that, we believe that our ability to deliver I am another step nearer to the day when I have the
enhanced shareholder value and outstanding results will, freedom to focus on imparting my technical knowledge
to certain extent, depend on our capability to attract to the younger staff. I am convinced that Xpress will be
and retain talents, especially at senior management able to take on all challenges and conquer all obstacles to
level. Knowing the importance of having a strong excel and become one of the world’s leading print solution
management team, I have been developing a business providers.
continuity plan for the Group since the time I rejoined
Xpress and personally led the Group’s expansion into new
geographical markets.

Since 2007, besides bringing in new talents to take up


senior positions in Xpress and the Group’s subsidiaries, we
have identified upcoming talents and are grooming them
to assume strategic roles within the Group. They are given
the opportunity to understand different core functions,
take on overseas assignments as well as appointments to
newly created functions, to groom them into leaders who
have in-depth local knowledge and global capabilities. By
now, these young talent have taken over a major part of
the Group’s daily operations.

Xpress Holdings Ltd Annual Report 2008 | 47


Financial Highlights

48 | Xpress Holdings Ltd Annual Report 2008


Revenue 61.3
(S$’million)

35.9
28.2

61.3
21.8
19.8

04 05 06 07 08

million Revenue

Profit After Tax 10.2


(S$’million)

7.0
6.0

10.2
2.0
1.6

04 05 06 07 08

million Profit After Tax

Shareholders’ Equity
(S$’million) 111.3
102.6

84.3

111.3 million
14.1 16.0

04 05

Shareholders’ Equity
06 07 08

Xpress Holdings Ltd Annual Report 2008 | 49


Performance Summary

Includes $35.5m (FY 2006: $16.6m)


turnover from PMG
Consolidated FY 2008 FY 2007
Income Statement $’000 $’000
(Year ended 31 July 2008)
Increase mainly due to higher sales of
scrap materials in FY 08.

Costs increase mainly due to:


1. Higher paper costs and; Revenue: 61,290 35,907
2. Increased revenue and sales and;
3. Change in the product mix towards Other income 1,110 634
Time-Sensitive Commercial Printing
which generally uses more paper than Total revenue 62,400 36,541
Financial Printing.

Increased staff costs is mainly due to:


1. General inflation and; Costs and expenses
2. Higher commission payouts to sales
staff for the higher revenue targets Changes in inventories of finished
achieved and; goods and work-in-progress 267 (36)
3. Higher overtime payouts to
production staff to meet increased Raw materials and consumables used (30,127) (12,911)
production activities and;
Staff costs (12,001) (10,638)
4. Bonus payouts to key performing
employees. Depreciation (2,696) (2,210)
Other operating expenses (10,459) (5,858)
Other operating expenses increased
Non-operating income 2,994 662
mainly due to:
1. Higher marketing, travelling, rental Share of associate’s results 720 1,726
and other related expenses due to
opening of print stations and; Foreign currency losses (49) (212)
2. Increased rental costs arising from Interest income 110 76
sale and leaseback of the Group’s
leasehold building in Singapore; Finance cost (848) (249)
3. Higher legal, audit and other
Profit before taxation 10,311 6,891
professional fees; and
4. Additional allowances for doubtful
receivables. Taxation (95) 79

The Group recognised a gain of $3.0 Profit after taxation 10,216 6,970
million from the sale of a leasehold
building in FY 08.
Attributable to:
Share of JXD’s results declined mainly Equity holders of the parent 10,234 7,087
due to the absence of the one-off
exceptional gain from disposal of short- Minority interests (18) (117)
term quoted securities of $0.86m that
was recorded in FY 07. 10,216 6,970

Includes over-provision of current tax in


respect of prior years amounting to $75k
(FY 2007: $395k)

50 | Xpress Holdings Ltd Annual Report 2008


Performance Summary

Consolidated Group Group


Goodwill arising from acquisition of PMG
2008
Balance Sheets 2007
$’000 $’000
( At 31 July 2008)
Decrease is mainly due to sale of
ASSETS leasehold building partially offset by
Non-Current purchase of new printing machines.
Goodwill on consolidation 64,484 64,484
Property, plant and equipment 20,477 18,470
Investment in associate 8,105 8,825 Refers to investment in JXD (includes share
Available-for-sale financial assets 366 334 of post-acquisition profits)
Deferred tax assets 24 24
93,456 92,137
Current Includes advance payment of $14.0m (FY
Inventories 238 505 2007: nil) to paper suppliers to secure
Trade and other receivables 22,941 37,427 future paper supply to the Group at
current prices.
Due from related parties 540 -
Cash and bank balances 3,323 12,813
27,042 50,745
Increase is mainly due to remaining
Total Assets 120,498 142,882 proceeds from sale of leasehold building
and issuance of convertible bonds after
EQUITY redeeming certain long-term loans and
Capital and reserves payment for purchase of new printing
Share capital 88,272 88,285 machines for expanded operations.
Reserves 13,960 22,687
Equity attributable to equity
holders of the Company 102,232 110,972 The long-term loan outstanding at FY
Minority Interests 400 377 2007 was fully redeemed in FY 2008.
Total Equity 102,632 111,349 The interest-bearing borrowings at end of
FY 2008 refers to the liability component
LIABILITIES of the Convertible Bonds issued.
Non-Current
Interest-bearing borrowings 3,296 10,928
Finance lease liabilities 299 1,894
Increase is mainly due to new property,
Deferred tax liabilities 1,634 1,634
plant and equipment purchased under
5,229 14,456 finance lease arrangements.

Current
Trade and other payables 6,764 10,975 Increase is mainly due to procurement
Due to a related party 23 - of printing production materials and
Interest-bearing borrowings 3,983 3,769 machineries to support the growing
Finance lease liabiliites 356 859 business volume.
Income tax payable 1,511 1,474
12,637 17,077
Total Liabilities 17,866 31,533
TOTAL EQUITY AND LIABILITIES 120,498 142,882

Xpress Holdings Ltd Annual Report 2008 | 51


Financial Summary

Year ended Year ended


Jul-08 Jul-07 Change Change
The Group $’000 $’000 $’000 %
INCOME STATEMENT
Revenue 61,290 35,907 25,383 70.7%
Interest and other income 4,214 1,372 2,842 207.1%
Profit before taxation 10,311 6,891 3,420 49.6%
Net profit attributable to equity holders of the
parent 10,234 7,087 3,147 44.4%

BALANCE SHEET
Total Assets : 142,882 120,498 22,384 18.6%
Non-current 92,137 93,456 (1,319) -1.4%
Current 50,745 27,042 23,703 87.7%

Total Borrowings* : 17,450 7,934 9,516 119.9%


Non-current 12,822 3,595 9,227 256.7%
Current 4,628 4,339 289 6.7%

Other Liabilities : 14,083 9,932 4,151 41.8%


Non-current 1,634 1,634 - 0.0%
Current 12,449 8,298 4,151 50.0%

SHAREHOLDERS’ EQUITY
Share capital 88,285 88,272 13 0.0%
Reserves 22,687 13,960 8,727 62.5%
110,972 102,232 8,740 8.5%

Minority Interests 377 400 (23) -5.8%

FINANCIAL RATIOS
Earnings per share (cents) - basic and diluted 0.74 0.54 0.20 37.0%
Net tangible assets per share (cents) 3.36 2.73 0.63 23.1%
Working capital ratio (times) 2.97 2.14 0.83 38.9%
Dividend cover (times) 4.66 3.50 1.16 33.3%

* Total borrowings include bank loans and overdraft, and finance lease liabilities.

52 | Xpress Holdings Ltd Annual Report 2008


5-Year Financial Highlights

2004 2005 2006 2007 2008


$’000 $’000 $’000 $’000 $’000

Revenue 19,776 21,839 28,210 35,907 61,290


Profit before income tax 795 2,025 6,142 6,891 10,311
Taxation 785 (13) (162) 79 (95)
Profit after tax 1,580 2,012 5,980 6,970 10,216
Minority interests (50) (177) (1,031) 117 18
Net profit attributable to equity holders
of the parent 1,530 1,835 4,949 7,087 10,234

Gross dividends
Final (paid and proposed) 308 371 1,294 2,026 2,195

Net dividends
Final (paid and proposed) 246 297 1,061 1,661 1,800

Group Balance Sheet


Goodwill on consolidation - - 64,484 64,484 64,484
Property, plant and equipment 17,743 16,865 18,599 20,477 18,470
Investment in associate - - 6,373 8,105 8,825
Deferred tax assets - - - 24 24
Available-for-sale financial assets 2 2 383 366 334
Club membership 11 11 - - -
Other non-current assets - - 325 - -
Current Assets 6,971 8,414 23,022 27,042 50,745
Current Liabilities 5,950 6,144 24,852 12,637 17,077
Non-current Liabilities 4,708 3,114 3,987 5,229 14,456
Shareholders’ Equity
- Share capital 6,158 6,189 75,738 88,272 88,285
- Share premium 5,596 5,669 - - -
- Reserves 1,915 3,597 8,120 13,960 22,687
Minority Interests 400 579 489 400 377

Per Share Data (Singapore cents)


Earnings per share (cents) - basic and diluted 0.25 0.30 0.52 0.54 0.74
Net Dividend (Final) 0.05 0.06 0.10 0.12 0.13
Net Tangible Assets 2.22 2.50 1.50 2.73 3.36

Financial Ratios
Return on Average Shareholders’ Equity 12.0% 12.6% 10.0% 7.6% 9.6%
Debt Equity Ratio (Times) 0.4 0.2 0.1 0.1 0.2
Current Ratio (Times) 1.2 1.4 0.9 2.1 3.0
Quick Ratio (Times) 1.1 1.3 0.9 2.1 3.0

Dividend Cover (Times) 5.0 4.94 3.82 3.50 4.66

Xpress Holdings Ltd Annual Report 2008 | 53


Risk Management

The management recognises that there are inherent Fluctuations in Paper Prices
risks in the Group’s business and acquisitions that
had been made to expand its business in the PRC Paper constitutes approximately 40% of the production
and in the other global markets. These risks were expenses, excluding direct labour costs. The printing
carefully assessed, consulted upon and addressed, industry has been vulnerable to the risk of rising
so that they can be mitigated to the best of our ability paper prices which is determined by demand and
to ensure they do not adversely affect operations supply circumstances on the global and local markets.
and results. Our risk management system serves Increase in paper prices is likely to result in higher
as a comprehensive framework to safeguard our production costs, thereby affecting profitability and
competitive positioning in the region and protect the operating margins if all or a substantial portion of the
interest of our shareholders. increased costs cannot be passed on to the customers.

Global Macroeconomic Environment The Group has been monitoring closely the volatile
fluctuations in paper prices that affects the printing
The Group is exposed to the various political, industry, and has thus searched for alternative
economic, market and security risks that confront our arrangements to maintain competitiveness and
global expansion of Print Stations in countries such as profitability. With our large business volume, the
Malaysia, Philippines, Vietnam, Hong Kong, the PRC Group is in an advantageous position to negotiate
and Australia. The earlier effects of rising inflation and with reliable paper merchants to forecast, plan and
then the current global credit crunch and recession procure paper supplies at competitive fixed rates,
will have some uncertainties affecting the demand especially for projects that have been contracted for
and supply aspects of the printing industry. These extended periods. This allows us to secure constant
may potentially affect our operations as well as the supply of paper at reasonable prices and ensure
operations of our customers and/or suppliers. On our services and delivery performance remain high.
the back of these unfavourable business sentiments, Hence, the risk of customers switching to other
the Group is bracing itself for the expected slower providers will be limited.
demand for some of its financial print products.
Managing Operational Risks
As part of our strategy to mitigate these risks, the
Group has adopted timely measures to cushion the We have continually integrated risk management into
impact of weaker demand for financial printing our business operations. These include strengthening
through its continuing business diversifications into time current planning and control systems, setting corporate
sensitive commercial printing and providing dedicated guidelines and developing operations handbooks,
on-site print station services for its major existing upgrading IT systems, improving our monthly business
clients. These strategies have proven favourable. reporting and review procedures of business units,
We will continue to monitor closely the changes in functional groups, and executive committee to
the US and Asian economics as well as the PRC report to the Board. These practices are regularly
macroeconomic environments so that appropriate reviewed to enhance their effectiveness to ensure that
adjustments to our customer and product mixes, level appropriate processes and procedures can be put
of service and investments can be made to ensure our in place to prevent, manage and mitigate the risks.
continual growth. Each management tier, from corporate headquarters
to local ground level, is responsible for identifying and
Our pace of physical expansion into new markets will managing operational risks in their functional areas.
be scaled down if the external environment remains
weak, but we will prioritise our focus on consolidating
the strengths of our existing network infrastructure and
generating business growth from existing customers
through more value-added services...

54 | Xpress Holdings Ltd Annual Report 2008


Risk Management

Managing Investment Risks

Risk evaluation is an integral part of our investment


strategy. The group relies on a framework based on a
sound financial modelling and analysis for evaluating
new projects.

All investment proposals are subjected to a rigorous


evaluation process that includes thorough market
research, testing and benchmarking against the
Group’s weighted average cost of capital and due
diligence. The key financial projection assumptions are
reviewed and sensitivity analyses are conducted on
key variables.

The potential risks associated with proposed


projects and the issues that may prevent their smooth
implementation or projected outcomes are identified
during the preliminary stage.

Management has to seek the approval of the newly


formed Investment and Risk Management Committee
of the Board of Directors for any investments
exceeding a minimum amount (initially set at
S$100,000) per unbudgeted investment or divestment
before final approval is sought from the Board. Post
project appraisals are conducted to draw learning
points for future projects.

Xpress Holdings Ltd Annual Report 2008 | 55


Corporate Governance
The Board of Directors (the “Board”) is committed to ensuring high standards of corporate governance to protect the
interests of shareholders and adheres to the principles and guidelines set out in the Code of Corporate Governance
2005 (the “Code”). Where there are deviations from the Code, appropriate explanations are provided.

A. Board Matters

The Board’s Conduct of its Affairs

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

The Board oversees the processes for evaluating the adequacy of internal controls, risk management, financial
reporting and compliance. It also approves the broad policies, group strategies and financial objectives of the
Company. Major acquisitions were also approved at Board level.

To facilitate effective management, certain functions have been delegated by the Board to various Board
Committees. The Board Committees operate under clearly defined terms of reference. The Chairman of the
respective Committees will report to the Board on the outcome of the Committee meetings.

The Board conducts regular scheduled meetings during the year. Ad-hoc meetings are convened when circumstances
require. Article 99(2) of the Company’s Articles of Association permits meetings of the Directors to be conducted by
means of telephone conference or other methods of simultaneous communication by electronic or telegraphic means.

A record of the Directors’ attendances at Board and Board Committee meetings during the financial year ended 31
July 2008 is disclosed as follows:

Nominating Remuneration Investment and Risk


Board Audit Committee Committee Committee Management Committee#
No. of No. of No. of No. of No. of
Name of Director meetings Attendance meetings Attendance meetings Attendance meetings Attendance meetings Attendance
Dr Wang Kai Yuen 5 5 4 4 2 2 5 5 0 0
Not Not Not Not Not Not Not Not
Mr Poh Eng Seng 5 5
Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable
Mr Christopher
5 5 4 4 2 2 5 3 0 0
Chong Meng Tak
Mr Sam Chong Not Not Not Not
5 4 4 0 5 1
Keen 1 Applicable Applicable Applicable Applicable
Not Not Not Not Not Not Not Not
Dr Lee Tsu-Der 5 2
Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable

Mr Jerry Lee Yin Chia 5 4 4 3 2 2 5 3 0 0

Mr Khoo Choon Not Not Not Not Not Not Not Not
5 2
Meng 2 Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable
Mr Darlington Tseng Not Not Not Not Not Not Not Not
5 2
Te-Lin 3 Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable
Not Not
Mr Lai Hock Meng 4
5 1 4 0 5 1 0 0
Applicable Applicable

# The Investment and Risk Management Committee was formed on 10 March 2008
1 Mr Sam Chong Keen was appointed as a member of the Audit Committee and Remuneration Committee on 10 March 2008
2 Mr Khoo Choon Meng was appointed as a Director on 1 March 2008
3 Mr Darlington Tseng Te-Lin was appointed as a Director on 1 March 2008
4 Mr Lai Hock Meng was appointed as a Director on 1 March 2008 and a member of the Audit Committee and Remuneration Committee on
10 March 2008

56 | Xpress Holdings Ltd Annual Report 2008


Corporate Governance

At meetings and as and when necessary, the Directors are provided with regular updates on changes in the relevant
laws and regulations to enable them to make well-informed decisions. Where possible and when opportunity arises,
the Directors will be invited to locations within the Group’s operating businesses to enable them to obtain a better
perspective of the business and enhance their understanding of the Group’s operations. The Company will consider
formulating training programmes, if the need arises.

Board Composition and Guidance

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

The Board has maintained a strong and independent element, with three out of the nine directors being independent
and making up one-third of the Board. The Board comprises the following members:

Executive Directors

Mr Poh Eng Seng


Mr Darlington Tseng Te-Lin (appointed on 1 March 2008)
Mr Khoo Choon Meng (appointed on 1 March 2008)

Non-Executive Directors

Dr Wang Kai Yuen (Chairman, Independent)


Mr Christopher Chong Meng Tak (Independent)
Mr Lai Hock Meng (Independent) (appointed on 1 March 2008)
Dr Lee Tsu-Der
Mr Jerry Lee Yin Chia
Mr Sam Chong Keen (remain as a Director following his retirement as CEO on 16 February 2008)

The Company has a good balance of directors who have extensive business, financial, accounting and
management experience. The objective judgement of the independent and non-executive directors on corporate
affairs and their experience and contributions are valuable to the Company.

The profiles of the directors are set out on page 12 of this annual report.

The Board’s structure, size and composition is reviewed annually by the Nominating Committee who is of the view
that the current size of the Board is appropriate, taking into account the nature and scope of the Group’s operations,
to facilitate effective decision making.

The Nominating Committee is satisfied that the Board comprises directors who as a group provide core
competencies such as accounting, finance, business and management experience, industry knowledge, strategic
planning experience and customer-based experience and knowledge to lead the Company effectively.

Xpress Holdings Ltd Annual Report 2008 | 57


Corporate Governance

Chairman and Chief Executive Officer

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

The Company practises a clear division of responsibilities between the Chairman and the Chief Executive Officer
(“CEO”) since its listing on the Singapore Exchange Limited in 1999. This ensures an appropriate balance of power
between the Chairman and the CEO and thereby allows for increased accountability and greater capacity of the
Board for independent decision-making. The Chairman and the CEO are not related to each other.

The primary role of the Chairman, who performs a non-executive function, is to lead the Board effectively in all
aspects, promote high standards of corporate governance and ensure that the directors receive accurate, timely and
clear information. The Chairman also encourages regular and effective communications between the Board and
Management, among the directors, and the shareholders.

The CEO implements the Board’s strategic directions and ensures compliance with regulatory standards and
corporate governance guidelines. The CEO also manages the daily running of the Group’s operations.

Board Membership

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

The Nominating Committee (“NC”) is established for the purposes of ensuring that there is a formal and transparent
process for all Board appointments. The NC comprises the following three members, majority of whom are
independent non-executive directors:-

Dr Wang Kai Yuen (Chairman)


Mr Christopher Chong Meng Tak (Member)
Mr Jerry Lee Yin Chia (Member)

The NC has adopted written terms of reference defining its membership, administration and duties. Some of the
duties and responsibilities of the NC include:

a) to make recommendations to the Board on all board appointments having regard to the director’s contribution
and performance;

b) determining annually whether or not a director is independent; and

c) deciding whether a director is able to and has adequately carried out his duties as a director of the
Company in particular where the director concerned has multiple board representations.

Each member of our NC shall abstain from voting on any resolution in respect of his re-nomination as a director.

The search and nomination process for new directors, if any, will be through search companies, contacts and
recommendations that go through the normal selection process, to cast its net as wide as possible for the right
candidates.

The Company’s Articles of Association requires one-third of the Directors or the number nearest to one-third, other
than the Managing Director to retire by rotation at every Annual General Meeting (“AGM”).

58 | Xpress Holdings Ltd Annual Report 2008


Corporate Governance

Board Performance

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

The  NC  has  established  processes and objective performance criteria for evaluating  the effectiveness of the
Board.  A Board performance evaluation exercise  is conducted on an annual basis and the findings are presented
to the NC and the Board. The Chairman of the NC would act on the results of the performance evaluation and
where appropriate, propose new members be appointed to the Board or seek the resignation of directors, in
consultation with other members of the NC. Each member of the NC shall abstain from voting on any resolution in
respect of his performance as a director.

Notwithstanding that some of the Directors have multiple board representations, the NC is satisfied that each
Director is able to and has been adequately carrying out his duties as a director of the company.

The Board and the NC have endeavoured to ensure that Directors appointed to the Board possess the experience,
knowledge and expertise critical to the Group’s business.

Access to Information

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

Management provides the Board with adequate and timely information as well as a review of the Group’s
performance prior to the Board meetings. The Board has separate and independent access to the Group’s senior
management and company secretary, should they have any queries on the affairs of the Group.

Should the Directors, whether as a group or individually, require independent professional advice, the company will
bear the expenses incurred if such advice is required to enable the directors to discharge their duties professionally.

Prior to each Board and Board committee meeting, notice of meeting is issued to the Board and Board Committee
members containing information on the agenda and documents to be reviewed. The Company Secretary attends all
Board meetings and is responsible for ensuring that Board procedures are followed and that applicable rules and
regulations (in particular the Companies Act and the SGX-ST Listing rules) are complied with.

B. Remuneration Matters

Procedures for Developing Remuneration Policies

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

The Remuneration Committee (“RC”) is established for the purposes of ensuring that there is a formal and transparent
process for developing policy and fixing the remuneration packages of individual directors. On 10 March 2008,
some changes were made to the composition of the RC. Messrs Sam Chong Keen and Lai Hock Meng were
appointed as members of the RC in place of Messrs Christopher Chong Meng Tak and Jerry Lee Yin Chia. As a
result, the RC comprises the following three members, majority of whom are independent non-executive directors:

Xpress Holdings Ltd Annual Report 2008 | 59


Corporate Governance

Dr Wang Kai Yuen (Chairman)


Mr Sam Chong Keen (Member)
Mr Lai Hock Meng (Member)

The RC has adopted written terms of reference defining its membership, administration and duties. Some of the
duties and responsibilities of the RC include:

a) recommending to the Board a framework of remuneration for the Board and key executives;
b) determining specific remuneration packages which should cover all aspects of remuneration including but
not limited to directors’ fees, salaries, allowances, bonuses, options and benefits in kind for each Executive
Director, the CEO and senior management including but not limited to senior executives, divisional directors
and those reporting directly to the Managing Director, Chairman, CEO and employees related to the
executive directors and controlling shareholders of the Group;
c) reviewing and recommending to the Board the terms of renewal of service contracts of Directors;
d) the RC’s recommendations would be made in consultation with the Chairman of the Board and submitted for
endorsement by the entire Board;
e) administers the Company’s Executive Share Option Scheme;
f) to retain such professional consultancy firm as the committee may deem necessary to enable it to discharge its
duties hereunder satisfactory; and
g) considering the various disclosure requirements for Directors’ remuneration, particularly those required by
regulatory bodies such as the SGX-ST, and ensure that there is adequate disclosure in the financial statements
to ensure and enhance transparency between the Company and relevant interested parties.

No Director shall participate in decisions on his own remuneration.

Level and Mix of Remuneration

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

It is the Group’s policy to set a level of remuneration that is appropriate to attract, retain and motivate the directors.
The independent non-executive directors receive directors’ fees in accordance with their level of contribution, taking
into account factors such as effort and time spent and responsibilities of the directors. The Board may, if it considers
necessary, consult experts on the remuneration of non-executive directors and would recommend the remuneration of
the non-executive directors for approval at the Annual General Meeting (“AGM”).

The RC regularly reviews the level of remuneration to ensure that it is appropriate as compared to other listed
companies of similar size. In view of the expanded scope of work of the non-executive directors, the RC
recommended to the Board to revise the basic fee for each non-executive director from $25,000 to $30,000 per
annum with effect from the financial year ended 31 July 2008.

The fees for non-executive directors are set in accordance with a remuneration framework recommended by the
Singapore Institute of Directors. It comprises two components – basic fee and committee fee. They are paid only
after obtaining approval from shareholders at the AGM. Executive directors do not receive fees for sitting on the
Board and Board committees.

60 | Xpress Holdings Ltd Annual Report 2008


Corporate Governance

Fee structure for non-executive directors

$
Basic fee 30,000
Board chairmanship 15,000
AC chairmanship 10,000
Other committee chairmanship 3,000
Committee membership 1,000

Disclosure on Remuneration

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

A breakdown showing the level and mix of each individual Director’s remuneration for the financial year ended 31
July 2008 is disclosed in the table below:

Name of Directors Remuneration band ($) Salary (%) # Bonus (%) Fees (%) Total (%)
Sam Chong Keen 100 1
0 0 100
$250,000 to $499,999
Poh Eng Seng 74 26 0 100
Khoo Choon Meng2 94 6 0 100
Darlington Tseng3 93 7 0 100
Dr Wang Kai Yuen 0 0 100 100
Dr Lee Tsu-Der $0 to $249,999 0 0 100 100
Jerry Lee Yin Chia 0 0 100 100
Christopher Chong 0 0 100 100
Peter Lai Hock Meng4 0 0 0 0

Note:

(#) includes leave pay, shared-based payments, car benefits, employer’s CPF.
1 This is the fair value of Mr Sam Chong Keen’s remuneration paid in shares.
2 Khoo Choon Meng was appointed as Executive Director on 1 March 2008, as such the remuneration covered the
period 1 March to 31 July 2008.
3 Darlington Tseng Te-Lin was appointed as Executive Director on 1 March 2008, as such the remuneration covered
the period 1 March to 31 July 2008.
4 Peter Lai Hock Meng was appointed as Independent Director on 1 March 2008.

Details of share options granted to the directors are set out in the Directors’ Report on page F 02 to F 06 of this
annual report.

The Company has not disclosed the remuneration of its key executives as it is not in the best interests of the
Company and the employees to disclose such details due to the sensitive nature of such information. There is no
immediate family member of a director or the CEO whose remuneration exceeds S$150,000 during the financial
year.

Xpress Holdings Ltd Annual Report 2008 | 61


Corporate Governance

C. Accountability and Audit

Accountability

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

One of the Board’s principal duties is to protect and enhance the long-term value and returns to the shareholders
of the Company. The accountability of the Board to the shareholders is demonstrated through the presentation of
the periodic financial statements as well as the timely announcements and news releases of significant corporate
developments and activities so that the shareholders can have a detailed explanation and balanced assessment of
the Group’s financial position and prospects.

The Management presents to the Audit Committee the interim and full-year results. The Audit Committee reviews the
results and recommends them to the Board for approval. The Board approves the results and authorizes the release
of the results to the SGX-ST and the public via SGXNET as required by the SGX-ST Listing Manual.

Audit Committee

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

On 10 March 2008, Messrs Sam Chong Keen and Lai Hock Meng were appointed member of the AC. As a
result, the AC comprises the following five members, majority of whom are independent non-executive directors:-

Mr Christopher Chong Meng Tak (Chairman)


Dr Wang Kai Yuen (Member)
Mr Jerry Lee Yin Chia (Member)
Mr Sam Chong Keen (Member)
Mr Lai Hock Meng (Member)

The profile of each member of the AC is set out on page 12 of this report. The Board is of the view that the
members of the AC are appropriately qualified, having accounting or related financial management expertise or
experience as the Board interprets such qualification, to discharge their responsibilities.

As a sub-committee of the Board of Directors, it assists the Board in discharging their responsibility to safeguard our
assets, maintain adequate accounting records, and develop and maintain effective systems of internal control, with
the overall objective of ensuring that our management creates and maintains an effective control environment in our
Group. The AC will also review and supervise the internal audit functions of the Group.

Our AC will provide a channel of communication between our Board, our management and our external auditors on
matters relating to audit.

Our AC has adopted written terms of reference defining its membership, administration and duties. Duties and
responsibilities of the AC include:

a) review with the external auditors the audit plan, their evaluation of the system of internal accounting controls,
their letter to management and the management’s response;

62 | Xpress Holdings Ltd Annual Report 2008


Corporate Governance

b) review the interim and annual financial statements and balance sheet and profit and loss accounts before
submission to our Board for approval, focusing in particular on changes in accounting policies and practices,
major risk areas, significant adjustments resulting from the audit, compliance with accounting standards and
compliance with the Listing Manual and any other relevant statutory or regulatory requirements;

c) review the scope and results of the audit and its cost effectiveness and the independence and objectivity
of the external auditors. Where the auditors also supply a substantial volume of non-audit services to the
Company, the AC would keep the nature and extent of such services under review, seeking to balance the
maintenance of objectivity and value for money;

d) review the internal control procedures and ensure co-ordination between the external auditors and our
management, and review 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 at least annually;

e) 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;

f) consider the appointment or re-appointment of the external auditors and matters relating to the resignation or
dismissal of the auditors;

g) review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual;

h) review potential conflicts of interest, if any;

i) undertake such other reviews and projects as may be requested by the Board, and will report to the Board its
findings from time to time on matters arising and requiring the attention of the AC; and

j) generally undertake such other functions and duties as may be required by statute or the Listing Manual, or by
such amendments as may be made thereto from time to time.

In the event that any Director has a personal material interest in any contract or proposed contract or arrangement,
he will abstain from reviewing that particular transaction or voting on the particular resolution.

Apart from the duties listed above, the AC shall commission and review the findings of internal investigations
into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any
Singapore law, rule or regulation which has or is likely to have a material impact on our Company’s operating
results and/or financial position.

In performing its functions, the AC has explicit authority to investigate any matter within its terms of reference, having
full access to and co-operation by management and full discretion to invite any director or executive officer to attend
meetings, and reasonable resources to enable it to discharge its function properly.

In accordance with the Code, the AC has in place a ‘whistle-blowing’ policy to provide arrangements whereby
concerns on financial improprieties or other matters raised by ‘whistle-blowers’ may be investigated and appropriate
follow up action taken.

Xpress Holdings Ltd Annual Report 2008 | 63


Corporate Governance

Internal Controls

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

The Board ensures that Management maintains a sound system of internal controls to safeguard shareholders’ interest
and the Group’s assets, and to manage risks. The Board also acknowledges that no cost effective internal control
system will preclude all errors and irregularities. A system is designed to manage rather than eliminate the risk of
failure to achieve business objectives, and can provide only reasonable and not absolute assurance against material
misstatement or loss.

With the assistance of the Internal Auditors and through the Audit Committee, the Board reviews the effectiveness of
the key internal controls, provides its perspective on management control and ensures that the necessary corrective
actions are taken on a timely basis. There are procedures in place for both the internal and external auditors to
report independently conclusions and recommendations to Management and the Audit Committee.

In addition to the above measures and systems in place, bearing in mind the guidance of Principle 12 of the Code,
the Board, on 10 March 2008, established the Investment and Risk Management Committee (“IRMC”) to assist the
Board in fulfilling its oversight responsibilities in investment and risk management. The IRMC comprises the following
four members, three of whom are independent non-executive directors:-

Dr Wang Kai Yuen (Chairman)


Mr Chong Meng Tak, Christopher (Member)
Mr Lai Hock Meng (Member)
Mr Jerry Lee Yin Chia (Member)

The IRMC has adopted written terms of reference defining its membership, administration and duties. Some of the
duties and responsibilities of the IRMC include:

a) consider, evaluate, review and, if deemed fit, recommend to the Board proposed investments, acquisitions
and disposal of assets of the Company and its subsidiaries exceeding a defined threshold amount (initially set
at S$100,000) per unbudgeted investment or divestment;

b) review and recommend to the Board proposed investments and acquisitions of the Company and its
subsidiaries which do not fall within the Company’s core businesses but which are considered strategic
investments for the long-term prospects of the Company;

c) reviewing, evaluating and approving the risk profile and risk mitigation strategies of each investment;

d) reviewing, evaluating and approving procedures governing Company’s investment activities and ensuring all
decisions comply with all applicable laws, regulations and guidelines relating thereto; and

e) monitoring the processes of investment management to ensure that they are being implemented in a
professional and controlled manner according to plan.

64 | Xpress Holdings Ltd Annual Report 2008


Corporate Governance

Internal Audit

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

The Company has outsourced its internal audit function. The scope of internal audit is to:

 Review the effectiveness of the Group’s internal controls;


 Provide assurance that key business and operational risks are identified and managed;
 Internal controls are in place and functioning as intended and
 Operations are conducted in an effective and efficient manner.

The internal auditors are able to meet the standards set by nationally or internationally recognized bodies, including
the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors. The annual
internal audit plan is prepared in consultation with, but independently of Management, and submitted to the AC for
approval.

The internal auditors report directly to the AC.

Communication with Shareholders

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

The Company endeavours to communicate regularly, effectively and fairly with its shareholders. Timely, as well as,
detailed disclosure is made to the public in compliance with SGX-ST guidelines. The Company does not practice
selective disclosure. All price sensitive information is announced on the SGXNET on a timely basis.

Shareholders are kept informed of developments and performance of the Group through announcements published
via SGXNET and the press when necessary as well as in the annual report. Other announcements are also made
on an ad-hoc basis where applicable as soon as possible to ensure timely dissemination of the information to
shareholders.

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

All shareholders of the company receive the annual report of the company and notice of AGM within the mandatory
period. Participation of shareholders is encouraged at the company’s general meetings. To facilitate voting by
shareholders, the company’s article allows shareholders to appoint not more than two proxies to attend and vote
at the same general meeting. The Board of Directors (including the Chairman of the respective Board committees),
Management, as well as the external auditors will attend the Company’s AGM to address any questions that
shareholders may have.

D. Dealings In Securities

The Company has adopted an Internal Compliance Code on Securities Transactions to Directors and key employees
(including employees with access to price-sensitive information to the Company’s shares by these persons) of the
Group setting out the code of conduct on transactions in the Company’s shares by these persons, the implications of
insider trading and the recommendations of the Best Practices Guide issued by the Singapore Exchange Securities
Trading Limited.

Xpress Holdings Ltd Annual Report 2008 | 65


Corporate Governance

The Internal Compliance Code also prohibits dealings in securities of the Company by directors and employees
during the period commencing at least 4 weeks before the announcement of the half-year and full-year financial
results, and two weeks before the announcement of the first and third quarter results and ending on the date of the
announcement.

E. Interested Person Transactions

The Board had reviewed all interested person transactions for the financial year ended 31 July 2008 and was
satisfied that the transactions were conducted at arm’s length and do not require any immediate announcement or
obtain shareholder approval as defined under the Listing Rules.

F. Material Contracts

Pursuant to Rule 1207(8) of the Listing Manual, the company confirms that there was no material contract entered
into between the company and its subsidiaries which involved the interests of any director or controlling shareholder,
either still subsisting at the end of the financial year or if not then subsisting, which was entered into since the end of
the previous financial year.

66 | Xpress Holdings Ltd Annual Report 2008


Contents
Directors’ Report F 02

Statement by Directors F 07

Auditors’ Report F 08

Balance Sheets F 09

Consolidated Income Statement F 10

Statement of Changes in Equity F 11

Consolidated Cash Flow Statement F 12

Notes to the Financial Statements F 13

Statistics of Shareholders F 61

Notice of Annual General Meeting F 63

Proxy Form
Directors’ Report

The directors submit this annual report to the members together with the audited consolidated financial
statements of the Group and balance sheet and the statement of changes in equity of the Company for the
financial year ended 31 July 2008.

DIRECTORS

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

Dr Wang Kai Yuen (Chairman)


Poh Eng Seng (Chief Executive Officer)
Darlington Tseng Te-Lin (Appointed on 1 March 2008)
Khoo Choon Meng (Appointed on 1 March 2008)
Chong Meng Tak, Christopher
Lai Hock Meng (Appointed on 1 March 2008)
Dr Lee Tsu-Der
Jerry Lee Yin Chia
Sam Chong Keen

ARRANGEMENTS TO ACQUIRE SHARES OR DEBENTURES

During and at the end of the financial year, neither the Company nor any of its subsidiaries was a party to
any arrangement the object of which was to enable the directors to acquire benefits through the acquisition of
shares in or debentures of the Company or of any other corporate body.

DIRECTORS’ INTEREST IN SHARES OR DEBENTURES

According to the Register of Directors’ Shareholdings kept by the Company for the purposes of Section 164 of
the Companies Act, Chapter 50, particulars of interests of directors who held office at the end of the financial
year (including those held by their spouses or infant children) in shares and share options of the Company
and its related corporations are as follows:

Holdings in the name of the director, spouse and/or infant children


At beginning of the year At end of
/ Date of appointment the year

The Company
Ordinary shares fully paid
Dr Wang Kai Yuen 845,000 845,000
Chong Meng Tak, Christopher * 15,032,830 15,032,830
Sam Chong Keen 15,000,000 5,000,000
Darlington Tseng Te-Lin (Appointed on 1 March 2008) 11,153,000 11,153,000
Khoo Choon Meng (Appointed on 1 March 2008) 360,000 360,000

Other holdings in which the director is deemed to have an interest


At beginning of the year At end of
/ Date of appointment the year

Dr Lee Tsu-Der ** 137,943,313 137,943,313

F 02 | Xpress Holdings Ltd Annual Report 2008


Directors’ Report

DIRECTORS’ INTEREST IN SHARES OR DEBENTURES (Cont’d)


Holdings in the name of the director, spouse and/or infant children
At beginning of the year At end of
/ Date of appointment the year
Options to subscribe for ordinary shares exercisable
between 01.03.2008 and 28.02.2017 at an exercise
price of $0.1783 per share
Poh Eng Seng 2,000,000 2,000,000

Options to subscribe for ordinary shares exercisable


between 10.03.2009 and 09.03.2018 at an exercise
price of $0.120 per share
Poh Eng Seng – 6,000,000
Darlington Tseng Te-Lin – 2,000,000
Khoo Choon Meng – 2,000,000

* Chong Meng Tak, Christopher has a total beneficial interest in 15,032,830 shares out of which
5,132,830 shares are held in the name of a nominee.

** Dr Lee Tsu-Der is deemed to be interested in the 137,943,313 shares held by Dermei International Co.
Ltd (“DICL”) in the Company by virtue of his controlling interest in DICL.

There was no change in any of the above-mentioned interests in the Company between the end of the
financial year and 21 August 2008.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director has received or has become entitled to receive a
benefit under a contract which is required to be disclosed under Section 201(8) of the Companies Act, Cap.
50, except as disclosed above and that certain directors received remuneration from related corporations in
their capacity as directors and/or executives of those related corporations.

SHARE OPTIONS

a) Pursuant to the approval by the members of the Company at the Extraordinary General Meeting held
on 25 June 2001, the Company adopted an Xpress Holdings Executives’ Share Option Scheme 2001
(“SOS”). It provides an opportunity for the executives of the Group who have contributed significantly
to the growth and prosperity of the Group to participate in the equity of the Company.

b) Following the adoption of the revised Terms of Reference of the Remuneration Committee (“RC”), the
SOS is now administered by the RC. The members of the RC are as follows:

Dr Wang Kai Yuen (Chairman)


Lai Hock Meng (Appointed on 10 March 2008)
Sam Chong Keen (Appointed on 10 March 2008)

Xpress Holdings Ltd Annual Report 2008 | F 03


Directors’ Report

SHARE OPTIONS (Cont’d)

c) The number of options available under the SOS shall not exceed 15% of the total issued shares of the
Company on the day preceding the relevant date of grant.

Options granted under the SOS to full-time employees and Executive Directors of the Group, shall be
subject to an option period of 10 years, such period commencing from the date of grant and expiring
on the day immediately preceding the 10th anniversary of the date of grant. The Non-Executive
Directors of the Group shall be subject to an option period of 5 years, such period commencing from
the date of grant and expiring on the day immediately preceding the 5th anniversary of the date of
grant. The options are exercisable on the 1st anniversary of the date of grant. Unissued ordinary shares
of the Company under options are as follows:

Lapsed Exercised
Date of Balance at during during Balance at Exercise
grant 01.08.2007 Addition the year the year 31.07.2008 price Expiry date

25.06.2001 230,000 – – – 230,000 $0.0754 24.06.2011


25.06.2001 236,000 – – 12,000 224,000 $0.0723 24.06.2011
07.12.2001 350,000 – – – 350,000 $0.0500 06.12.2011
07.12.2001 83,000 – 18,000 – 65,000 $0.0550 06.12.2011
02.05.2003 26,000 – – 26,000 – $0.0283 01.05.2013
30.06.2003 400,000 – – – 400,000 $0.0550 29.06.2013
11.12.2003 615,000 – 48,000 236,000 331,000 $0.0733 10.12.2013
04.12.2006 4,400,000 – 300,000 – 4,100,000 $0.1783 03.12.2016
01.03.2007 3,300,000 – – – 3,300,000 $0.1650 28.02.2017
01.08.2007 – 1,000,000 – – 1,000,000 $0.1767 31.07.2017
10.03.2008 – 8,000,000 – – 8,000,000 $0.1200 09.03.2018

9,640,000 9,000,000 366,000 274,000 18,000,000

During the financial year, a total of 274,000 ordinary shares were issued at prices ranging from
$0.0283 to $0.0733 per share, as indicated above. The proceeds of approximately $13,000 were
credited to share capital. The weighted average exercise price of the options exercised during the year
was $0.0672 (2007: $0.0682). The weighted average remaining contractual life of share options
outstanding at the end of the period is 8.6 years (2007: 7.6 years).

F 04 | Xpress Holdings Ltd Annual Report 2008


Directors’ Report

SHARE OPTIONS (Cont’d)

d) Information of directors of the Company participating in the SOS are as follows:

Aggregate Aggregate Aggregate


options options options
granted since granted since exercised since Aggregate
commencement commencement commencement options
of SOS to the Options granted of SOS to the of SOS to the outstanding
beginning of the during the end of the end of financial at end of the
Name of participants financial year financial year financial year year financial year

Dr Wang Kai Yuen 150,000 – 150,000 (150,000) –


Poh Eng Seng 2,000,000 4,000,000 6,000,000 – 6,000,000
Darlington Tseng Te-Lin – 2,000,000 2,000,000 – 2,000,000
Khoo Choon Meng – 2,000,000 2,000,000 – 2,000,000

e) Since the commencement of the SOS, no participant under the SOS has been granted 5% or more of
the total options available under the Scheme.

f) These options do not entitle the holder to participate, by virtue of such holdings, to any right to
participate in any share issue of any other corporation. Except as disclosed above, there were no
unissued shares of the Company or its subsdiaries under option granted by the Company at the end of
the financial year.

AUDIT COMMITTEE

The Audit Committee (“AC”) comprises the following non-executive directors:

Chong Meng Tak, Christopher (Chairman)


Dr Wang Kai Yuen
Jerry Lee Yin Chia
Sam Chong Keen (Appointed on 10 March 2008)
Lai Hock Meng (Appointed on 10 March 2008)

The Audit Committee performs the functions specified by section 201B of the Companies Act, the Listing
Manual and the Best Practices Guide of the Singapore Exchange Securities Trading Limited (“SGX-ST”), and
the Code of Corporate Governance.

These members of the AC have had many years of experience in senior management positions in both the
financial and industrial sectors. They have sufficient financial management expertise and experience to
discharge the AC’s functions.

The Audit Committee meets at least twice a year to perform the following key functions:

• recommend to the Board of Directors the external auditors to be nominated, approve the compensation
of the external auditors, and review the scope and results of the audit, and its cost-effectiveness;

• review with the other committees, management and the external auditors, significant risk or exposures
that exist and assess the steps management has taken to minimise such risks to the Company;

• review with the external auditors the findings of the annual audit;

Xpress Holdings Ltd Annual Report 2008 | F 05


Directors’ Report

AUDIT COMMITTEE (Cont’d)

• review with management annually:

- significant internal audit observations during the year and management’s responses;
- the effectiveness of the Company’s internal controls over management, business and technology
systems practices; and
- any changes required in the planned scope of the audit plan and any difficulties encountered in
the course of the audits;

• review legal and regulatory matters that may have a material impact on the financial statements,
related exchange compliance policies, and programmes and reports received from regulators; and

• report activities and minutes of the AC to the Board of Directors with such recommendations as the AC
considers appropriate.

The Audit committee is satisfied with the independence and objectivity of the external auditors and has
recommended to the Board of Directors that the auditors, Foo Kon Tan Grant Thornton, Certified Public
Accountants, be re-appointed as auditors at the forthcoming Annual General Meeting of the Company.

AUDITORS

The auditors, Foo Kon Tan Grant Thornton, Certified Public Accountants, have expressed their willingness to
accept re-appointment.

On behalf of the Directors

WANG KAI YUEN POH ENG SENG


Chairman Chief Executive Officer
Dated: 20 October 2008

F 06 | Xpress Holdings Ltd Annual Report 2008


Statement by Directors

In the opinion of the Directors, the consolidated financial statements of the Group and the balance sheet
and statement of changes in equity of the Company as set out on pages F09 to F60 are drawn up so as to
give a true and fair view of the state of affairs of the Group and of the Company as at 31 July 2008 and
of the results, changes in equity and cash flows of the Group and changes in equity of the Company for the
financial year then ended and at the date of this statement, there are reasonable grounds to believe that the
Company will be able to pay its debts as and when they fall due.

On behalf of the Directors

______________________ ______________________
WANG KAI YUEN POH ENG SENG
Chairman Chief Executive Officer
Dated: 20 October 2008

Xpress Holdings Ltd Annual Report 2008 | F 07


Independent Auditors’ Report
to the members of Xpress Holdings Ltd

We have audited the accompanying financial statements of Xpress Holdings Ltd (“the Company”) and its
subsidiaries (“the Group”), which comprise the balance sheets of the Group and the Company as at 31 July
2008, the consolidated income statement and statement of changes in equity of the Group and the Company
and the cash flow statement of the Group for the year then ended, and a summary of significant accounting
policies and other explanatory notes.

Management’s Responsibility for the Financial Statements


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

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

(b) selecting and applying appropriate accounting policies; and

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

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

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

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

Opinion
In our opinion:

(a) the consolidated financial statements of the Group and the balance sheet of the Company are properly
drawn up in accordance with the Act and Singapore Financial Reporting Standards so as to give a
true and fair view of the state of affairs of the Group and of the Company as at 31 July 2008 and
the results, changes in equity of the Group and of the Company and cash flows of the Group for the
financial year ended on that date; and

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

Foo Kon Tan Grant Thornton


Public Accountants and Certified Public Accountants
Singapore, 20 October 2008

F 08 | Xpress Holdings Ltd Annual Report 2008


Balance Sheets
at 31 July 2008

Group Company
Note 2008 2007 2008 2007
$’000 $’000 $’000 $’000
Assets
Non-Current
Goodwill 3 64,484 64,484 – –
Property, plant and equipment 4 18,470 20,477 536 396
Investment in subsidiaries 5 – – 78,733 78,637
Investment in associate 6 8,825 8,105 6,122 6,122
Due from subsidiaries 7 – – 3,918 –
Available-for-sale financial assets 8 334 366 – –
Deferred tax assets 17 24 24 24 24
92,137 93,456 89,333 85,179
Current
Inventories 9 505 238 – –
Trade and other receivables 10 37,427 22,941 343 672
Due from subsidiaries 7 – – 8,941 5,638
Due from related parties 11 – 540 – 2
Cash and bank balances 12 12,813 3,323 6,281 321
50,745 27,042 15,565 6,633
Total assets 142,882 120,498 104,898 91,812

Equity
Capital and reserves
Share capital 13 88,285 88,272 88,285 88,272
Reserves 14 22,687 13,960 4,114 2,672
Equity attributable to equity holders
of the Company 110,972 102,232 92,399 90,944
Minority interests 377 400 – –
Total equity 111,349 102,632 92,399 90,944

Liabilities
Non-Current
Interest-bearing borrowings 15 10,928 3,296 10,928 –
Finance lease liabilities 16 1,894 299 263 118
Deferred tax liabilities 17 1,634 1,634 – –
14,456 5,229 11,191 118

Current
Trade and other payables 18 10,975 6,764 887 549
Due to subsidiaries 7 – – 363 179
Due to a related party 11 – 23 – –
Interest-bearing borrowings 15 3,769 3,983 – –
Finance lease liabilities 16 859 356 58 22
Income tax payable 1,474 1,511 – –
17,077 12,637 1,308 750
Total liabilities 31,533 17,866 12,499 868
Total equity and liabilities 142,882 120,498 104,898 91,812

The accompanying notes form an integral part of these financial statements

Xpress Holdings Ltd Annual Report 2008 | F 09


Consolidated Income Statement
Year ended 31 July 2008

2008 2007
Note $’000 $’000

Revenue 20 61,290 35,907


Other income 21(a) 1,110 634
Total revenue 62,400 36,541

Costs and expenses


Changes in inventories of finished goods and work-in-
progress 267 (36)
Raw materials and consumables used (30,127) (12,911)
Staff costs 21(b) (12,001) (10,638)
Depreciation 4 (2,696) (2,210)
Other operating expenses 21(c) (10,459) (5,858)
Non-operating income 21(d) 2,994 662
Share of associate’s results 21(e) 720 1,726
Foreign currency losses (49) (212)
Interest income 22 (a) 110 76
Finance cost 22 (b) (848) (249)
Profit before taxation 21 (f) 10,311 6,891
Taxation 23 (95) 79
Profit after taxation 10,216 6,970

Attributable to:
Equity holders of the parent 10,234 7,087
Minority interests (18) (117)
10,216 6,970

Earnings per share (cents)

- Basic 24 0.74 0.54


- Diluted 24 0.74 0.54

The accompanying notes form an integral part of these financial statements

F 10 | Xpress Holdings Ltd Annual Report 2008


Statements of Changes in Equity
Year ended 31 July 2008

Group Company
2008 2007 2008 2007
Note $’000 $’000 $’000 $’000
SHARE CAPITAL
At 1 August 88,272 75,738 88,272 75,738
Issue of new shares – 12,500 – 12,500
Issue of shares under share option scheme 13 34 13 34
Transfer from share premium account upon
implementation of Companies (Amendment) Act 2005 – – – –
At 31 July 88,285 88,272 88,285 88,272
RESERVES
Equity component of convertible bonds
At 1 August – – – –
Issue of convertible bonds 1,617 – 1,617 –
At 31 July 1,617 – 1,617 –
Currency Translation Reserve
At 1 August (176) 145 – –
Translation differences relating to financial statements of
foreign subsidiaries (1,131) (321) – –
Translation loss arising on monetary items forming
part of net investment in foreign operations (514) – – –
Net expense recognised directly in equity (1,645) (321) – –
At 31 July (1,821) (176) – –
Share Option Reserve
At 1 August 135 – 135 –
Transfer to Accumulated Profit - share options cancelled
or lapsed (10) – (10) –
Share option expense 21(d) 182 135 182 135
At 31 July 307 135 307 135
Dividend Reserve
At 1 August – 1,035 – 1,035
Dividend paid – (1,035) – (1,035)
Dividend proposed – – – –
At 31 July – – – –
Accumulated profits
At 1 August 14,001 6,940 2,537 2,133
Dividend paid (1,661) (26) (1,661) (26)
Transfer from Share Option Reserve 10 – 10 –
Net profit for the year 10,234 7,087 1,304 430
At 31 July 22,584 14,001 2,190 2,537
TOTAL RESERVES 22,687 13,960 4,114 2,672
TOTAL ATTRIBUTABLE TO
EQUITY HOLDERS OF THE PARENT 110,972 102,232 92,399 90,944
MINORITY INTEREST
At 1 August 400 489 – –
Currency translation differences (5) 28 – –
Net (expense)/income recognised directly in equity (5) 28 – –
Share of (loss)/profit for the year (18) (117) – –
Total recognised income and expense for the year (23) (89) – –
At 31 July 377 400 – –
TOTAL EQUITY 111,349 102,632 92,399 90,944

The accompanying notes form an integral part of these financial statements

Xpress Holdings Ltd Annual Report 2008 | F 11


Consolidated Cash Flow Statement
Year ended 31 July 2008

2008 2007
Note $’000 $’000
Operating Activities
Profit before taxation 10,311 6,891

Adjustments for:
Interest expense 848 249
Interest income (110) (80)
Depreciation of property, plant and equipment 2,696 2,210
Property, plant and equipment written off 10 14
Share of results of associate (720) (1,726)
Gain on disposal of property, plant and equipment - net (2,994) (671)
Share option expense 182 135
Operating profit before working capital changes 10,223 7,022
Inventories (267) 36
Trade and other receivables (13,946) (7,720)
Trade and other payables 4,211 (375)
Cash generated from/(used in) operations 221 (1,037)
Income tax paid (95) (57)
Cash flows generated from/(used in) operating activities 126 (1,094)
Investing Activities
Interest received 110 80
Purchase of property, plant and equipment (Note A) (9,165) (4,144)
Proceeds from disposal of property, plant and equipment 13,921 742
Cash flows generated from/(used in) investing activities 4,866 (3,322)
Financing Activities
Interest paid (373) (212)
Repayment of finance lease instalments (475) (460)
Proceeds from convertible bond 12,125 –
Proceeds from loans and borrowings 3,769 2,000
Repayment of loans and borrowings (3,631) (1,780)
Proceeds from issuing shares 13 34
Due to a related party (23) (1,586)
Deposits pledged (2,401) –
Dividend paid to equity holders of the Company (1,661) (1,062)
Cash flows generated from/(used in) financing activities 7,343 (3,066)
Net increase/(decrease) in cash and cash equivalents 12,335 (7,482)
Cash and cash equivalents at beginning of year (327) 7,543
Net effect of exchange rate changes in consolidating subsidiaries (1,596) (388)
Cash and cash equivalents at end of year 12 10,412 (327)

Notes:

A. Property, plant and equipment

Acquisition of property, plant and equipment with an aggregate cost of approximately $11.66 million (2007 -
$4.14 million) was settled by cash of $9.17 million (2007: $4.14 million). The balance of $2.49 million (2006:
Nil) was acquired through finance lease arrangements.

The accompanying notes form an integral part of these financial statements

F 12 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the directors on 20 October 2008.

1 CORPORATE INFORMATION

Xpress Holdings Ltd is incorporated in the Republic of Singapore with its principal place of business
and registered office at No. 1 Kallang Way 2A, Communications Techno Centre, Singapore 347495.
The Company is listed on the Singapore Exchange Securities Trading Limited.

The principal activity of the Company is that of investment holding. The principal activities of significant
subsidiaries are set out in note 5 to the accompanying financial statements.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation


The financial statements have been prepared in accordance with Singapore Financial Reporting
Standards (“FRS”) including related Interpretations promulgated by the Accounting Standards
Council (“ASC”).

The financial statements have been prepared on the historical basis except for certain financial
assets and financial liabilities which are measured at fair value.

The preparation of financial statements requires management to make judgement, estimates


and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. The estimates and associated assumptions are based
on historical experience and various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis of making the judgement about carrying
amounts of assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in any future periods
affected.

The critical accounting estimates and assumptions used and areas involving a high degree of
judgement are described below:

Allowance for doubtful receivables


Allowance for doubtful receivables of the Group is based on an evaluation of the recoverability
of trade and other receivables. A considerable amount of judgement is required in assessing the
ultimate realisation of these receivables, including their current creditworthiness, past collection
history of each customer and ongoing dealings with them. If the financial conditions of the
counterparties with which the Group contracted were to deteriorate, resulting in an impairment
of their ability to make payments, additional allowance may be required.

Xpress Holdings Ltd Annual Report 2008 | F 13


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.1 Basis of preparation (Cont’d)

Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires
an estimation of the value in use of the cash generating unit to which the goodwill is allocated.
Estimating the value in use requires the Group to make an estimate of the expected future cash
flows from the cash generating unit and also to choose a suitable discount rate to calculate the
present value of those cash flows.

These assumptions and estimates are disclosed in Note 3.

Depreciation of property, plant and equipment


Property, plant and equipment are depreciated on a straight-line basis over their estimated
useful lives. Management estimates the useful lives of property plant and equipment to be within
the range as indicated in the accounting policy for property and equipment and depreciation.
Changes in the expected level of usage and technological developments could impact the
economic useful lives and the residual values of these assets, therefore future depreciation
charges could be revised.

Impairment of investment in subsidiaries and associates


Determining whether investments in subsidiaries and associates are impaired requires an
estimation of the value-in-use of that investment. The value-in-use calculation requires the Group
to estimate the future cash flows expected from the cash-generating units and an appropriate
discount rate in order to calculate the present value of the future cash flows. Management has
evaluated the recoverability of the investment based on such estimates.

Income tax
The Group has exposure to income taxes in numerous jurisdictions. Significant judgement is
required in determining the capital allowances and deductibility of certain expenses during the
estimation of the provision for income tax. There are many transactions and calculations for
which the ultimate tax determination is uncertain during the ordinary course of business. The
Group recognises liabilities for anticipated tax issues based on estimates of whether additional
taxes will be due. When the final tax outcome of these matters is different from the amounts that
were initially recognised, such differences will impact the income tax and deferred tax provisions
in the period in which such determination is made.

Share-based Payments
Equity-settled share-based payments are measured at fair value at the date of grant. The
assumptions of the valuation model used to determine fair values are set out in Note 19.

F 14 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.1 Basis of preparation (Cont’d)

Interest Bearing Borrowing


The Company determines the fair value of the liability component and the equity component of
the convertible bonds issued by using the market interest rate for existing borrowing. The liability
component of the interest bearing borrowings are subsequently carried at an amortized cost until
the liability is fully discharged on conversion or redemption of the bonds. The difference between
the proceeds from the bond issue and the fair value of the liability component of the bonds is
considered the equity component which would be reflected as part of equity. The Company has
used an external valuer to determine the liability component and the equity component of the
convertible bonds. In determining the fair values, the valuer has used certain assumptions and
estimates. In relying on the valuation report the management has exercised their judgment and is
satisfied that the assumptions and estimates used by the valuer are reasonable.

Finance Lease liabilities


The management use the weighted average effective interest rate in determining the present value
of the minimum lease payments. Based on management’s judgment the minimum lease payments
payable as at the balance sheet date does not significantly differ from their present values.

2.2 Adoption of new or revised FRS


The Group adopted all the new and revised FRSs and INT FRSs that are relevant to its operations
and effective for annual periods beginning on or after 1 August 2007, namely:

FRS 1 (Amendments) Presentation of Financial Statements relating to Capital Disclosures


FRS 107 Financial Instruments: Disclosures
INT FRS 108 Scope of FRS 102
INT FRS 109 Reassessment of Embedded Derivatives
INT FRS 110 Interim Financial Reporting and Impairment

The adoption of FRS 107 resulted in an expansion of the disclosures in these financial statements
regarding the Group’s financial instruments. The Group has also presented information regarding
its objectives, policies and processes for managing capital as required by the amendments to
FRS. Details of financial instruments and capital disclosures are presented in note 29 to the
financial statements.

The adoption of these new and revised FRSs and INT FRSs did not result in changes to the
Group’s and Company’s accounting policies and has no material effect on the amounts reported
for the current or prior years. Except for changes mentioned above, the accounting policies set
out below have been applied consistently by the Group and have been applied consistently to
all periods presented in these financial statements.

Xpress Holdings Ltd Annual Report 2008 | F 15


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.3 FRS not effective


Certain new accounting standards and interpretations have been issued and are mandatory
for accounting periods beginning on or after the Group’s opening period of 1 August 2007
in relation to the current financial year under review. The Group’s assessment of the impact of
adopting those standards, amendments and interpretations that are relevant to the Group is set
out below:

FRS 23 - Borrowing Costs (Revised)


FRS 108 - Operating Segments
INT FRS 111 - FRS 102 – Group and Treasury Share Transactions

Consequential amendments were also made to various FRSs and INT FRSs as a result of these
new or revised standards.

The initial application of these FRS or INT FRS is not expected to have any material impact
on the Group’s financial statements. The Group has not considered the impact of accounting
standards issued after the balance sheet date.

2.4 Consolidation

Business combinations
The consolidated financial statements relate to the Company and its subsidiaries (together
referred to as the “Group”) and the Group’s interests in associate. The results of subsidiaries
acquired or disposed of during the year are included in the consolidated income statement from
the effective date of acquisition or up to the effective date of disposal, as appropriate.

Acquisitions of subsidiaries are accounted for using the purchase method. The cost of an
acquisition is measured as the fair value of the assets given, equity instruments issued and
liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the
acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in
a business combination are measured initially at their fair values at the acquisition date,
irrespective of the extent of any minority interest.

Any excess of the cost of the business combination over the group’s interest in the net fair value
of the identifiable assets, liabilities and contingent liabilities represents goodwill. The goodwill is
accounted for in accordance with the accounting policy for goodwill as described in note 2.5.

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

Minority interests represent the portion of profit or loss and net assets in subsidiaries not held
by the group. They are presented in the consolidated balance sheet within equity, separately
from the parent shareholders’ equity, and are separately disclosed in the consolidated income
statement.

F 16 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.4 Consolidation (Cont’d)

Accounting for subsidiaries and associates


Investments in subsidiaries and associates are stated in the Company’s balance sheet at cost less
accumulated impairment losses. The accounting policies for subsidiaries and material associates
are adjusted to be consistent with the policies adopted by the Group, only where it is material.

Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to
govern the financial and operating policies of an entity so as to obtain benefits from its activities.
In assessing control, potential voting rights that presently are exercisable or convertible are taken
into account. The financial statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control ceases.

Associates
Associates are those entities in which the Group has significant influence, but not control, over
their financial and operating policies.

Associates are accounted for using the equity method. The consolidated financial statements
include the Group’s share of the income and expenses of associates, after adjustments to align
the accounting policies with those of the Group where it is material, from the date that significant
influence commences until the date that significant influence ceases. When the Group’s share
of losses exceeds its interest in an associate, the carrying amount of that interest (including any
long-term investments) is reduced to zero and the recognition of further losses is discontinued
except to the extent that the Group has incurred legal or constructive obligations or made
payments on behalf of an associate.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the
identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of
acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the
investment and is assessed for impairment as part of the investment. Any excess of the Group’s
share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the
cost of acquisition, after reassessment, is recognised immediately in the consolidated income
statement.

Transactions eliminated on consolidation


Intra-group balances, and any unrealised income or expenses arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains
arising from transactions with associates are eliminated against the investment to the extent of the
Group’s interest in the associate. Unrealised losses are eliminated in the same way as unrealised
gains, but only to the extent that there is no evidence of impairment.

Xpress Holdings Ltd Annual Report 2008 | F 17


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.5 Goodwill
Goodwill arising on the acquisition of a subsidiary represents the cost of acquisition over the
Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities
of the subsidiary recognised at the date of acquisition. Goodwill is initially recognised as an
asset at cost and is subsequently measured at cost and tested for impairment as described in
note 2.15. On disposal of a subsidiary, the amount of goodwill attributable to the disposed
subsidiary is included in the determination of the profit or loss on disposal.

The Group’s policy for goodwill arising on the acquisition of an associate are described under
“Associates” in note 2.4.

2.6 Foreign currency transactions and translation

Functional currency
The individual financial statements of each Group entity are measured and presented in
the currency of the primary economic environment in which the entity operates (its functional
currency). The consolidated financial statements of the Group and the balance sheet of the
Company are presented in Singapore dollar, which is the functional currency of the Company
and the presentation currency for the consolidated financial statements. All financial information
presented in Singapore dollars has been rounded to the nearest thousand, unless otherwise
stated.

Foreign currency transactions


Transactions in foreign currencies are translated to the respective functional currencies of the
Group entities at the exchange rate at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are translated to the functional currency
at the exchange rate at the reporting date. Non-monetary assets and liabilities denominated in
foreign currencies that are measured at fair value are translated to the functional currency at the
exchange rate at the date on which the fair value was determined.

Foreign currency differences arising on translation are recognised in the income statement except
for (i)differences arising on the translation of monetary items that in substance form part of the
Group’s net investment in a foreign operation (see below), (ii)available-for-sale equity instruments
and (iii)financial liabilities designated as hedges of the net investment in a foreign operation (see
note 2.8).

The foreign currency translation differences arising from items (i), (ii) and (iii) are recognised in
the statement of changes in equity.

F 18 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.6 Foreign currency transactions and translation (Cont’d)

Foreign subsidiaries and associates


The assets and liabilities of foreign operations are translated to Singapore dollars at exchange
rates prevailing at the reporting date. The income and expenses of foreign operations are
translated to Singapore dollars at average exchange rates. All resulting currency translation
differences are recognised in currency translation reserve in equity. Goodwill and fair value
adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the closing rate. Foreign exchange differences are
recognised in the currency translation reserve. When a foreign operation is disposed of, in part
or in full, the relevant amount in the currency translation reserve is transferred to the income
statement.

Net investment in a foreign operation


Exchange differences arising from monetary items that in substance form part of the Company’s
net investment in foreign operation are recognised in the Company’s income statement. Such
exchange differences are reclassified to equity in the consolidated financial statements. When the
net investment is disposed of, the cumulative amount in equity is transferred to the consolidated
income statement as an adjustment to the profit or loss arising on disposal.

2.7 Property, plant and equipment


Property, plant and equipment are stated at cost or valuation less accumulated depreciation and
impairment losses, if any.

The cost of property, plant and equipment includes expenditure that is directly attributable to the
acquisition of the items. Dismantlement, removal or restoration costs are included as part of the
cost of property, plant and equipment if the obligation for dismantlement, removal or restoration
is incurred as a consequence of acquiring or using the asset. Cost may also include transfers
from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of
property, plant and equipment.

Subsequent expenditure relating to property, plant and equipment that has already been
recognised is added to the carrying amount of the asset when it is probable that future economic
benefits, in excess of the originally assessed standard of performance of the existing asset, will
flow to the Group. All other subsequent expenditure is recognised as an expense in the period in
which it is incurred.

Xpress Holdings Ltd Annual Report 2008 | F 19


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.7 Property, plant and equipment (Cont’d)

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

Leasehold building 60 years or remaining lease period, whichever is lower


Machinery 10 years
Motor vehicles 6 years
Office equipment 3 to 10 years
Fixtures and fittings 3 to 10 years

Depreciation methods, useful lives and residual values are reviewed, and adjusted as
appropriate, at each reporting date.

Fully depreciated assets are retained in the financial statements until they are no longer in use.

Assets held under finance leases are depreciated over their expected useful lives on the same basis
as owned assets or, if there is no certainty that the lessee will obtain ownership by end of the lease
term, the asset shall be fully depreciated over the shorter of the lease term and its useful life.

Disposal
The gain or loss arising on disposal or retirement of an item of property, plant and equipment is
determined as the difference between the sales proceeds and the carrying amounts of the asset
and is recognised in the income statement.

2.8 Financial instruments

Non-derivative financial instruments


Non-derivative financial instruments comprise investments in equity and debt securities, trade
and other receivables, cash and cash equivalents and financial liabilities. The Group’s financial
liabilities comprise bank borrowings, finance lease liabilities and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not
at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial
recognition, non-derivative financial instruments are measured as described below.

A financial instrument is recognised if the Group becomes a party to the contractual provisions
of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash
flows from the financial assets expire or if the Group transfers the financial asset to another party
without retaining control or transfers substantially all the risks and rewards of the asset. Regular
way purchases and sales of financial assets are accounted for at trade date, ie, the date that
the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the
Group’s obligations specified in the contract expire or are discharged or cancelled.

Cash and cash equivalents comprise cash balances and bank deposits. Bank overdrafts that are
repayable on demand and which form an integral part of the Group’s cash management are
included as a component of cash and cash equivalents for the purpose of the cash flow statement.

F 20 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.8 Financial instruments (Cont’d)

Available-for-sale financial assets


The Group’s investments in equity securities are classified as available-for-sale financial assets.
Subsequent to initial recognition, they are measured at fair value and changes therein, other
than for impairment losses and foreign exchange gains and losses on available-for-sale monetary
items, are recognised directly in equity. When an investment is derecognized, the cumulative
gain or loss in equity is transferred to the income statement.

Investments at fair value through profit or loss


An instrument is classified as at fair value through profit or loss if it is held for trading or is
designated as such upon initial recognition. Financial instruments are designated as fair value
through profit or loss if the Group manages such investments and makes purchase and sale
decisions based on their fair value. Upon initial recognition, transaction costs attributable to
these investments are recognised in the income statement when incurred. Financial instruments at
fair value through profit or loss are measured at fair value, and changes therein are recognised
in the income statement.

Others
Other non-derivative financial instruments are measured at amortised cost using the effective
interest method, less any impairment losses.

Derivative financial instruments


The Group has no significant exposure to the financial risks of changes in foreign exchange
rates arising from its activities. The Group does not employ the use of any derivative instrument
for hedging or speculative purposes.

The significant interest rate risk arises from bank loans and borrowings. The Group’s policy is
to manage its interest cost using a mix of fixed and variable rate debt and obtain the most
favourable interest rates available without increasing its foreign currency exposure.

The use of financial derivatives is governed by the Group’s policies approved by the board of
directors, which provide written principles on the use of financial derivatives consistent with the
Group’s risk management strategy. The Group did not use any derivative financial instruments
during the year.

Hedge of net investment in a foreign operation


Foreign currency differences arising on the translation of a financial liability designated as
a hedge of a net investment in a foreign operation are recognised in the Company’s income
statement. Such differences are reclassified to the foreign currency translation reserve in the
consolidated financial statements, to the extent that the hedge is effective.

To the extent that the hedge is ineffective, such differences are recognised in the income
statement. When the hedged net investment is disposed of, the cumulative amount in equity is
transferred to the income statement as an adjustment to the profit or loss on disposal.

Xpress Holdings Ltd Annual Report 2008 | F 21


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.8 Financial instruments (Cont’d)

Impairment of financial assets


A financial asset is considered to be impaired if objective evidence indicates that one or more
events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the
difference between its carrying amount and the present value of the estimated future cash flows
discounted at the original effective interest rate. An impairment loss in respect of an available-for-
sale financial asset is calculated by reference to its current fair value.

Individually significant financial assets are tested for impairment on an individual basis. The
remaining financial assets are assessed collectively in groups that share similar credit risk
characteristics.

All impairment losses are recognised in the income statement. Any cumulative loss in respect of
an available-for-sale financial asset recognised previously in equity is transferred to the income
statement.

An impairment loss is reversed if the reversal can be related objectively to an event occurring
after the impairment loss was recognised. For financial assets measured at amortised cost
and available-for-sale financial assets that are debt securities, the reversal is recognised in the
income statement. For available-for-sale financial assets that are equity securities, the reversal is
recognised directly in equity.

Intra-group financial guarantees


Financial guarantees are classified as financial liabilities.

Financial guarantees are recognised initially at fair value. Subsequent to initial measurement, the
financial guarantees are stated at the higher of the initial fair value less cumulative amortisation
and the amount that would be recognised if they were accounted for as contingent liabilities.
When financial guarantees are terminated before their original expiry date, the carrying amount
of the financial guarantees is transferred to the income statement.

Share capital
Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of ordinary shares and share options are
recognised as a deduction from equity.

Where share capital recognised as equity is repurchased (treasury shares), the amount of the
consideration paid, including directly attributable costs, net of any tax effects, is presented as
a deduction from equity. Where such shares are subsequently reissued, sold or cancelled, the
consideration received is recognised as a change in equity. No gain or loss is recognised in the
income statement.

F 22 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.8 Financial instruments (Cont’d)

Convertible bonds
Convertible bonds that can be converted into share capital where the number of shares issued
does not vary with changes in the fair value of the bonds are accounted for as compound
financial instruments. The gross proceeds from the bond issue are allocated separately between
the liability component which represents the implied fair value of the financial liability and equity
component which represents the implied fair value of the conversion rights.

2.9 Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined on a first-
in first-out basis and includes freight and handling charges. Cost includes all costs of purchase,
costs of conversion and other costs incurred in bringing the inventories to their present location
and condition. Net realisable value is the estimated selling price in the ordinary course of
business less the estimated costs necessary to make the sale.

Work-in-progress comprises mainly uncompleted printing jobs. It is stated at the lower of cost and
net realisable value. Cost includes materials, direct labour and variable production overheads.
Provision is made for anticipated losses, if any, on work-in-progress when the possibility of loss is
ascertained.

2.10 Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or
constructive obligation that can be estimated reliably, and it is probable that an outflow of
economic benefits will be required to settle the obligation. If the effect is material, provisions are
determined by discounting the expected future cash flows at a pre-tax rate that reflects the current
market assessments of the time value of money and the risks specific to the liability.

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

The Group as lessee


Assets held under finance leases are recognised as assets of the Group at their fair value at
the inception of the lease or, if lower, at the present value of the minimum lease payments. The
corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance charges and reduction of the lease obligation
so as to achieve a constant rate of interest on the remaining balance of the liability. Finance
charges are charged directly to profit or loss.

Rentals payable under operating leases are charged to profit or loss on a straight-line basis
over the term of the relevant lease unless another systematic basis is more representative of the
time pattern in which economic benefits from the leased asset are consumed. Contingent rentals
arising under operating leases are recognised as expenses in the period in which they are
incurred.

Xpress Holdings Ltd Annual Report 2008 | F 23


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.11 Leases (Cont’d)

The Group as lessee (Cont’d)


In the event that lease incentives are received to enter into operating leases, such incentives
are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction
of rental expense on a straight-line basis, except where another systematic basis is more
representative of the time pattern in which economic benefits from the leased asset are
consumed.

The Group as lessor


Rental income from operating leases is recognised on a straight-line basis over the term of the
relevant lease unless another systematic basis is more representative of the time pattern in which
use benefit derived from the leased asset is diminished. Initial direct costs incurred in negotiating
and arranging an operating lease are added to the carrying amount of the leased asset and
recognised on a straight-line basis over the lease term.

2.12 Finance costs


Interest expense and similar charges are recognised in the income statement using the effective
interest method, except to the extent that they are capitalised as being directly attributable to the
acquisition, construction or production of an asset which necessarily takes a substantial period of
time to be prepared for its intended use or sale.

2.13 Employee benefits

Pension obligations
The Group and the Company participate in the defined contribution national pension schemes
as provided by the laws of the countries in which it has operations. In particular, the Singapore
incorporated companies in the group contribute to the CPF, a defined contribution plan regulated
and managed by the Government of Singapore, which applies to the majority of the employees.
The contributions to national pension schemes are charged to the income statement in the period
to which the contributions relate.

Employee entitlements to annual leave are recognised when they accrue to employees. Accrual
is made for the estimated liability for unconsumed leave as a result of services rendered by
employees up to the balance sheet date.

Employee share option scheme


The Company also has an employee share option plan for the granting of non-transferable
options.

The Group issues equity-settled share-based payments to certain employees. Equity-settled share-
based payments are measured at fair value (excluding the effect of non market-based vesting
conditions) at the date of grant. The fair value determined at the grant date of the equity-settled
share-based payments is expensed on a straight-line basis over the vesting period, based on
the group’s estimate of shares that will eventually vest and adjusted for the effect of non market-
based vesting conditions. When the options are exercised, equity is increased by the amount of
the proceeds received.

F 24 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.14 Income taxes


The liability method of tax effect accounting is adopted by the Company. Current taxation is
provided at the current taxation rate based on the tax payable on the income for the financial
year that is chargeable to tax. Deferred taxation is provided at the current taxation rate on all
temporary differences existing at the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts in the financial statements.

Deferred tax liabilities are recognised for all taxable temporary differences (unless the deferred
tax liability arises from goodwill or the initial recognition of an asset or liability in a transaction
that is not a business combination and at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss). Deferred income tax is provided on all temporary
differences arising on investment in subsidiaries and associates, except where the timing of the
reversal of the temporary differences can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences to the extent that it
is probable that future taxable profit will be available against which the deductible temporary
differences can be utilized (unless the deferred tax asset arises from goodwill or the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss).

The statutory tax rates enacted at the balance sheet date are used to determine deferred income
tax.

Group tax relief is available for the Singapore incorporated holding company and all its
Singapore incorporated subsidiaries with at least 75% equity ownership, directly or indirectly
(excluding any foreign shareholdings in the ownership chain) held by Singapore incorporated
companies within the Group. Current year’s unabsorbed tax losses and capital allowances
are available to be set off against taxable profits of profitable subsidiaries within the Group in
accordance with the rules.

Loss carry-back is available with effect from Year of Assessment 2006. Current year unabsorbed
capital allowances and trade losses of up to $100,000 incurred can be carried back and be set
off against the assessable income of the year of assessment immediately preceding the year in
which the capital allowance or trade loss arose. The loss carry-back will be given on due claim
and subject to satisfaction of the substantial shareholding test and some business test.

2.15 Impairment of non-financial assets


The carrying amount of the Group’s non-financial assets, other than inventories and deferred
tax assets, are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists, the assets’ recoverable amounts are estimated.

Goodwill and intangible assets with indefinite useful life and intangible assets not yet available
for use are tested for impairment annually and as and when indicators of impairment are
identified.

Xpress Holdings Ltd Annual Report 2008 | F 25


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.15 Impairment of non-financial assets (Cont’d)


An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit
exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group
that generates cash flows that largely are independent from other assets and groups. Impairment
losses are recognised in the income statement unless it reverses a revaluation surplus previously
credited to equity, in which case it is charged to equity.

Impairment losses recognised in respect of cash generating units are allocated first to reduce the
carrying amount of any goodwill allocated to the cash-generating units (group of units) and then,
to reduce the carrying amount of the other assets in the unit (group of units) on a pro-rata basis.

The recoverable amount of an asset is the greater of its value in use and its fair value less costs
to sell. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. For an asset that does not generate largely independent
cash inflows, the recoverable amount is determined for the cash-generating unit to which the
asset belongs.

An impairment loss in respect of goodwill is not reversed in subsequent periods. In respect of


other assets, impairment losses in prior periods are assessed at each reporting date for any
indications that the losses have decreased or no longer exist. An impairment loss is reversed
only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had
been recognised.

2.16 Revenue recognition


Revenue is recognised when the services have been rendered. Revenue excludes goods and
services taxes and is arrived at after deduction of trade discounts. No revenue is recognised if
there are significant uncertainties regarding recovery of the consideration due, associated costs
or the possible return of goods.

Interest income is recognised on a time-apportioned basis using the effective interest method.

Rental income is recognised on a straight-line basis over the lease term. Lease incentives, if any,
are recognised as an integral part of total lease income. Penalty payments on early termination,
if any, are recognised when incurred. Contingent rents are mainly determined as a percentage
of tenant’s revenue during the month and/or based on the landlord’s traffic movement during the
month. These leases are for terms of two to three years with options to review at market rates
thereafter.

2.17 Segment reporting


A segment is a distinguishable component of the group within a particular economic environment
(geographical segment) and to a particular industry (business segment) which is subject to risks
and rewards that are different from those of other segments.

F 26 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

2.17 Segment reporting (Cont’d)


Inter-segment pricing is determined on an arm’s length basis. Segment results, assets and
liabilities include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis. Unallocated items mainly comprise income-earning assets and revenue,
interest-bearing loans, borrowings and expenses, and corporate assets and expenses.

Segment capital expenditure is the total cost incurred during the period to acquire segment assets
that are expected to be used for more than one period.

Segment information is presented in respect of the group’s geographical and business segments.
The primary format, business segments, is based on the group’s management and internal
reporting structure. In presenting information on the basis of business segments, segment revenue
and segment assets are based on the nature of the products or services provided by the group.
Information for geographical segments is based on the geographical location of the principal
places of business.

3 GOODWILL
Group
2008 2007

$’000 $’000

Goodwill on consolidation, at cost – at beginning and end of year 64,484 64,484

The goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating


units (“CGU”) that are expected to benefit from that business combination.

At the balance sheet date, the carrying value of goodwill on consolidation of approximately $64.5
million (2007: $64.5 million) is wholly attributable to the acquisition of printing companies in the
People’s Republic of China (“PRC”).

The recoverable amount of the printing companies in the PRC is determined on a value in use basis
using financial budgets approved by the management covering the next five years until FY 2013. The
cash flow projections represent the expected print media income less related costs and are based on
past experience and expectations for these printing companies in general.

Cash flows are projected using the estimated growth rate of 8% (2007: 8%) per annum. The growth
rate used is based on historical growth and past experience and does not exceed the currently
estimated long-term average growth rate for the business in which the CGU operates. A pre-tax
discount rate of 8% (2007: 8%) has been applied to the cash flow projections.

The Group believes that any reasonably possible changes in the above key assumptions applied are
not likely to materially cause the recoverable amount to be lower than its carrying amount.

Xpress Holdings Ltd Annual Report 2008 | F 27


Notes to the Financial Statements

4 PROPERTY, PLANT AND EQUIPMENT


Leasehold Office Furniture and
building Machinery Motor vehicles equipment fittings Total

Group $’000 $’000 $’000 $’000 $’000 $’000

Cost
At 1 August 2006 12,000 8,375 1,193 6,464 5,251 33,283
Exchange differences – 33 3 25 (21) 40
Additions – 2,556 108 710 770 4,144
Disposals – (1,367) (90) (16) (1) (1,474)
Reclassification – 206 – 1,055 (1,261) –
Written off – – – (149) (101) (250)

At 31 July 2007 12,000 9,803 1,214 8,089 4,637 35,743

At 1 August 2007 12,000 9,803 1,214 8,089 4,637 35,743


Exchange differences – (1) 7 (23) (44) (61)
Additions – 8,689 956 1,056 961 11,662
Disposals (12,000) (1,434) (139) (269) (2) (13,844)
Written off – – (11) (17) – (28)

At 31 July 2008 – 17,057 2,027 8,836 5,552 33,472

Accumulated depreciation
At 1 August 2006 886 4,781 196 5,117 3,704 14,684
Exchange differences – 2 1 15 (9) 9
Depreciation for the year 222 712 202 766 308 2,210
Disposals – (1,330) (60) (11) – (1,401)
Reclassification – 3 – 552 (555) –
Written off – – – (149) (87) (236)

At 31 July 2007 1,108 4,168 339 6,290 3,361 15,266

At 1 August 2007 1,108 4,168 339 6,290 3,361 15,266


Exchange differences – – (1) (14) (10) (25)
Depreciation for the year 93 1,307 272 772 252 2,696
Disposals (1,201) (1,383) (68) (263) (2) (2,917)
Written off – – (4) (14) – (18)

At 31 July 2008 – 4,092 538 6,771 3,601 15,002

Carrying value

At 31 July 2007 10,892 5,635 875 1,799 1,276 20,477

At 31 July 2008 – 12,965 1,489 2,065 1,951 18,470

F 28 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

4 PROPERTY, PLANT AND EQUIPMENT (Cont’d)

Motor vehicles Office equipment Total

Company $’000 $’000 $’000

Cost
At 1 August 2006 474 3 477
Additions 2 10 12
At 31 July 2007 476 13 489

At 1 August 2007 476 13 489


Additions 254 15 269
At 31 July 2008 730 28 758

Accumulated depreciation
At 1 August 2006 9 3 12
Depreciation for the year 80 1 81
At 31 July 2007 89 4 93

At 1 August 2007 89 4 93
Depreciation for the year 123 6 129
At 31 July 2008 212 10 222

Carrying amount
At 31 July 2007 387 9 396

At 31 July 2008 518 18 536

(a) During the financial year, the leasehold building held by a subsidiary at No. 1, Kallang Way
2A, Singapore 347495 was sold for $14.0 million to MacArthurCook Industrial Real Estate
Investment Trust (“MacArthur”) and the group recorded a gain on disposal of property amounting
to $3.0 million. On completion of the sale, the building was leased back at prevailing market
rental rates on a seven year operating lease with an option to renew for another seven years
upon expiry.

(b) Details of the carrying amounts of property, plant and equipment secured under finance lease
agreements are as follows:

Group Company
2008 2007 2008 2007

$’000 $’000 $’000 $’000

Motor vehicle 650 434 419 260


Plant and equipment 3,148 1,025 - -

3,798 1,459 419 260

Xpress Holdings Ltd Annual Report 2008 | F 29


Notes to the Financial Statements

5 INVESTMENT IN SUBSIDIARIES
2008 2007

Company $’000 $’000

Unquoted equity shares, at cost


- Xpress Print (Pte) Ltd 16,500 16,500
- Xpress Print (ShenZhen) Co. Ltd 1,993 1,993
- Precise Media Group Limited 66,590 66,590
- Xpress Print (Vietnam) Co., Ltd 150 54

85,233 85,137
Impairment loss (6,500) (6,500)

78,733 78,637

Details of subsidiaries held by the Company are as follows:

Group’s effective
Country of
equity interest
incorporation /
Name of subsidiary business 2008 2007 Principal activities

% %

Held by Company
Xpress Print (Pte) Ltd Singapore 100% 100% Providing general
printing, multimedia and
pre-press work

Xpress Print (ShenZhen) Co. Ltd PRC 100% 100% Providing general
printing, multimedia and
pre-press work

Precise Media Group Limited British Virgin 100% 100% Investment holding
Islands

Xpress Print (Vietnam) Co., Ltd (1)


Vietnam 100% - General printers

Held by subsidiaries
Xpress Print (K.L.) Sdn Bhd Malaysia 100% 100% General printers

Xpress Media Pte Ltd Singapore 80% 80% General printers

Xpress Print (Australia) Pty Ltd (2)


Australia 76% 76% Pre-press work

Xpress Print (H.K.) Limited (3)


Hong Kong 100% 100% General trading

Print Planner (Hong Kong) Limited Hong Kong 100% 100% Provision of one-stop
print-related services
and printer consultancy
services

Print Planner (Shanghai) Limited PRC 100% 100% Provision of pre-press


production related
technical support
service

F 30 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

5 INVESTMENT IN SUBSIDIARIES (Cont’d)

Group’s effective
Country of
equity interest
incorporation /
Name of subsidiary business 2008 2007 Principal activities

% %

Print Planner (Shenzhen) Limited PRC 100% 100% Provision of print-related


services and printer
consultancy services

Xpress Media Philippines Inc. (4)


Philippines 80% 80% Pre-press work

Print Planner (Chengdu) Limited PRC 100% 100% Provision of pre-press


production related
technical support
service

Print Planner (Beijing) Limited PRC 100% 100% Provision of pre-press


production related
technical support
service

Shenzhen Xpress Print Technology PRC 100% 100% Provision of pre-press


Co., Ltd production related
technical support
service

Xpress Print (Shenyang) Co., Ltd PRC 100% - Provision of pre-press


production related
technical support
service

Notes on Auditors:

The subsidiaries are audited by Foo Kon Tan Grant Thornton, Singapore or its member firms either for
statutory audit or consolidation purposes except for the subsidiaries that are indicated as follows:

(1) Audited by BDO Auditing and Accounting Financial Consulting Company, Ho Chi Minh City

(2) Audited by Anderson Roscoe, Australia


(3) Audited by Kingston C.P.A. Limited, Hong Kong
(4) Audited by Fernandez, Santos & Lopez, Philippines

Xpress Holdings Ltd Annual Report 2008 | F 31


Notes to the Financial Statements

6 INVESTMENT IN ASSOCIATE

Group Company
2008 2007 2008 2007

$’000 $’000 $’000 $’000

Unquoted shares, at cost - - 6,122 6,122


Group’s share of pre-acquisition net assets 3,314 3,314 - -
Group’s share of post acquisition results 2,774 2,054 - -
Goodwill on acquisition 2,808 2,808 - -
Exchange differences (71) (71) - -

8,825 8,105 6,122 6,122

Details of the group’s associate are as follows:

Country of
incorporation / Group’s effective
Name of associate business equity interest Principal activities
2008 2007

% %

Shenzhen Jiaxinda Printing Co., Ltd PRC 30% 30% Provision of print-
related services

Summarised financial information in respect of the Group’s associate is set out below:

2008 2007

$’000 $’000

Non-current assets 33,882 30,053


Current assets 19,571 24,143
Current liabilities (20,856) (20,139)
Non-current liabilities (3,181) (7,040)

Net assets 29,416 27,017

Revenue 19,142 33,575


Expenses (17,015) (27,049)

Profit before tax 2,127 6,526


Income tax expense 272 (772)

Profit after tax 2,399 5,754

The Group’s investment in associate is stated at cost as adjusted for post-acquisition changes in the
Group’s share of net assets of the associate based on its unaudited management accounts, less any
impairment in the value of the individual investment. The Group’s share of post-acquisition profits of the
associate for the current financial year, after deducting the related share of associate’s tax of $81,600,
was $719,700.

F 32 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

7 DUE FROM/TO SUBSIDIARIES

Company
2008 2007

$’000 $’000

Non-current

Amount due from – non-trade 3,918 -

Current
Amount due from - trade 8,642 3,269
Amount due from – non-trade 630 2,700
Allowances for doubtful receivables (331) (331)

8,941 5,638

Amount due to - trade 7 115


Amount due to – non-trade 356 64

363 179

Non-current amount due from subsidiaries are unsecured and has no fixed terms of repayment. Interest
of 1% above the prevailing market interest rate is charged at the end of each financial year, as
mutually agreed by the directors of either party.

Current amounts due from/to subsidiaries are unsecured, interest-free and repayable on demand.

8 AVAILABLE FOR SALE FINANCIAL ASSETS

Group
2008 2007

$’000 $’000

Unquoted equity shares, at cost


Balance at 1 August 366 383
Exchange difference (32) (17)

Balance at 31 July 334 366

Unquoted equity shares held by the group were stated at cost as the management are of the view that
they approximate their fair values at the balance sheet dates.

Xpress Holdings Ltd Annual Report 2008 | F 33


Notes to the Financial Statements

9 INVENTORIES

Group
2008 2007

$’000 $’000

At cost:

Raw materials and consumables 505 238

10 TRADE AND OTHER RECEIVABLES

Group Company
2008 2007 2008 2007

$’000 $’000 $’000 $’000

Trade receivables
Outside parties 15,679 16,704 - 135
Allowance for doubtful trade receivables (565) (485) - -

15,114 16,219 - 135

Other receivables
Sundry receivables 2,756 1,255 226 62
Deposits 2,741 3,906 - 31
Advance payment to paper suppliers 14,032 - - -
Prepayments 2,784 1,561 117 444

22,313 6,722 343 537

37,427 22,941 343 672

The Group’s and Company’s trade and other receivables that are not denominated in the functional
currencies of the respective entities are as follows:

Group Company
2008 2007 2008 2007

$’000 $’000 $’000 $’000

United States dollars 217 100 - -


New Taiwan dollars 259 181 - -
Malaysian ringgit - 135 - -
Australian dollars 180 336 - -
Hong Kong dollars 13 214 - -
New Zealand dollars - 103 - -
Chinese Renminbi 167 137 - -

F 34 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

10 TRADE AND OTHER RECEIVABLES (Cont’d)

The following is an analysis of allowance for doubtful trade receivables:

Group Company
2008 2007 2008 2007

$’000 $’000 $’000 $’000

Allowance for trade receivables


At beginning of the year 485 440 - -
Amounts written off during the year (24) - - -
Amounts recovered during the year (241) (190) - -
Allowance made during the year 349 233 - -
Exchange difference (4) 2 - -

565 485 - -

The Group’s policy for key sources of estimation uncertainty in relation to allowance for doubtful
receivables is set out in note 2.1.

The table below is an analysis of trade receivables at 31 July:

Group Company
2008 2007 2008 2007

$’000 $’000 $’000 $’000

Not past due and not impaired 11,855 7,149 - -


Past due but not impaired (a) 3,259 9,070 - -

15,114 16,219 - -

Impaired receivables – individually


assessed 565 485 - -
Less: Allowance for doubtful receivables (565) (485) - -

- - - -

Total trade receivables 15,114 16,219 - -

Notes:
(a) Aging of receivables that are past
due but not impaired
< 3 months 1,002 1,786 - -
3 months to 6 months 1,727 1,533 - -
6 months to 12 months 288 2,242 - -
> 12 months 242 3,509 - -

Allowance made during the year 3,259 9,070 - -

The carrying amounts of current trade and other receivables approximated their fair values at the
balance sheet dates. Further details regarding the exposure to credit risk to trade receivables are
disclosed in note 29 (c).

Xpress Holdings Ltd Annual Report 2008 | F 35


Notes to the Financial Statements

11 DUE FROM/TO RELATED PARTIES

Group Company
2008 2007 2008 2007

$’000 $’000 $’000 $’000

Amount due from related parties – trade - 538 - -


Amount due from an associate - trade - 2 - 2

- 540 - 2

Amount due to a related party - non-trade - 23 - -

Amounts due from related parties (entities in which a substantial shareholder has significant interest)
and an associate are unsecured, interest-free and repayable on demand.

Amount due to a related party (a substantial shareholder of the Company) is unsecured, interest-free
and are repayable on demand.

12 CASH AND CASH EQUIVALENTS

Group Company
2008 2007 2008 2007

$’000 $’000 $’000 $’000

Cash on hand and at bank 4,889 3,323 281 321


Fixed deposits 7,924 - 6,000 -

Cash and cash balances 12,813 3,323 6,281 321

For the purpose of the consolidated cash flow statement, the consolidated cash and cash equivalents
comprised the following:

Group
2008 2007
Note $’000 $’000

Cash and cash equivalents per consolidated cash flow state-


ment
Cash and cash balances (as above) 12,813 3,323
Bank overdraft 15 - (3,650)
Fixed deposits pledged as security (2,401) -

10,412 (327)

(a) Cash and bank balances comprise cash held by the Group and bank deposits. The carrying
amounts of these assets approximate their fair values.

(b) The effective interest rate on fixed deposits and short-term deposits with average maturity of 6
months ranged from 1.15% to 6.10% (2007 - 3.2% to 5.5%) per annum.

(c) The Group and the Company’s cash and bank balances are mainly denominated in the
functional currencies of the respective entities.

F 36 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

13 SHARE CAPITAL

Group and Company


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

Issued and fully paid:


At 1 August 1,384,246 1,294,388 88,272 75,738
Issue of new shares (a) - 89,286 - 12,500
Issue of shares under share option scheme
- note 19 (d) 274 572 13 34

At 31 July 1,384,520 1,384,246 88,285 88,272

(a) The Company issued 89,285,714 shares at $0.14 per share to Bioactive Enterprises Limited
as deferred payment for the acquisition of 40% shareholding interest in Precise Media Group
Limited in FY 2006.

(b) All issued shares are fully paid and have no par value. The Company has one class of ordinary
shares which carries no right to fixed income. The holders of ordinary shares are entitled to receive
dividends as and when declared by the Company. All ordinary shares carry one vote per share
without restriction. The Company is not subject to any externally imposed capital requirements.

(c) The Group’s capital structure and its objectives when managing capital are disclosed in note 29 (h).

(d) During the financial year, the Company issued 274,000 (2007: 572,000) shares to option
holders. Additional information regarding share options exercised during the financial year is
disclosed in note 19 (d).

(e) At the end of the financial year, unissued ordinary shares of the Company granted to eligible
employees and executives of the Group under equity-related compensation plans of the Company
are as follows:

No. of Unissued Shares


2008 2007

Xpress Holdings’ Executives’ Share Option Scheme 2001 18,000,000 9,640,000

14 RESERVES

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

Equity component of convertible bonds 1,617 - 1,617 -


Currency translation reserve (1,821) (176) - -
Share option reserve 307 135 307 135
Accumulated profits 22,584 14,001 2,190 2,537

22,687 13,960 4,114 2,672

Xpress Holdings Ltd Annual Report 2008 | F 37


Notes to the Financial Statements

14 RESERVES (Cont’d)

Movements in reserve for the Group and the Company are set out in the Statements of Changes in
Equity.

(a) Equity component of convertible bonds

The equity component of convertible bonds (note 15b) refers to the difference between the
proceeds from the bonds issue and the fair value of the liability component of the bonds.

(b) Currency translation reserve

The currency translation reserve mainly comprises foreign exchange differences arising from
the translation of the financial statements of foreign operations whose functional currencies are
different from the functional currency of the Company.

(c) Share option reserve

The share option reserve comprises the cumulative value of employee services received for the
issue of share options.

15 INTEREST-BEARING BORROWINGS

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000
Non-current
Convertible bonds (unsecured) 10,928 - 10,928 -
Bank loan (secured) - 3,296 - -

10,928 3,296 10,928 -

Current
Bank loan (secured) 3,769 333 - -
Bank overdraft (secured) - 3,650 - -
3,769 3,983 - -

Total 14,697 7,279 10,928 -

(a) Collateral for secured borrowings

Fixed deposits of $2.4 million (Note 12) are pledged to banks as collateral for the short-term
interest-bearing borrowings.

F 38 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

15 INTEREST-BEARING BORROWINGS (Cont’d)

(b) Convertible bonds

On 4 September 2007, the Company entered into a Subscription Agreement with Credit Suisse
(Singapore) Limited (“Credit Suisse”) whereby Credit Suisse has a right to subscribe for direct,
unconditional and unsubordinated 1.0 per cent convertible bonds issued by the Company up to
a nominal value of $25.0 million in 2 tranches of $12.5 million each. Upon issuance of Tranche
1 of the bonds which can be up to a nominal value of $12.5 million, Credit Suisse will grant
the Company an option to issue to Credit Suisse tranche 2 of the bonds up to a further nominal
value of $12.5 million. Such option may be exercised once only during the 60 day period from
the date of conversion of the last of the Tranche 1 bonds.

The Company issued tranche 1 of the convertible bonds amounting to a nominal value of
$12.5 million. The bonds will mature four years from the date of issue at their original nominal
value, or can be converted into shares of the Company at the holder’s option at an adjusted
conversion price of $0.086 per share. Based on this adjusted conversion price, Credit Suisse
can potentially convert the Tranche 1 bonds of $12.5 million into 145,348,837 ordinary shares
of the Company. At 31 July 2008, there were no conversions of any Tranche 1 bonds into
ordinary shares of the Company.

According to the Subscription Agreement under the Right of Allotment of Additional Shares
(“Right of Allotment”), Credit Suisse is also entitled to subscribe for additional new shares in the
capital of the Company for every Tranche of bonds issued using a base price of $0.1646 as
the issue price per share. At 31 July 2008, there were potentially 7,594,168 new shares that
can be issued under the Right of Allotment for which none were subscribed by Credit Suisse. As
the convertible bonds have complex conversion features which depend on uncertain events, it is
not practicable to separately measure the fair value of the embedded derivative by using option
pricing models.

The Company accounted for the convertible bonds issue according to FRS 32 which requires
the liability component of the bonds to be recognised at its fair value determined using a market
interest rate for existing borrowings and subsequently carried at an amortised cost until the
liability is fully discharged on conversion or redemption of the bonds. The difference between the
proceeds from the bonds issue and the fair value of the liability component of the bonds is the
equity component and reflected as part of reserves (note 14a).

The carrying amount of the liability component of the convertible bonds at the balance sheet
date is analysed as follows:

Group and Company


2008
$’000

Fair value of liability component of convertible bonds


issued on 4 September 2007, net of transaction costs 10,508
Interest expense recognised during the financial year 522
Interest repayments during the financial year (102)

Liability component at 31 July (note 15) 10,928

Xpress Holdings Ltd Annual Report 2008 | F 39


Notes to the Financial Statements

15 INTEREST-BEARING BORROWINGS (Cont’d)

(b) Convertible bonds (Cont’d)

The convertible bonds liability is recognised at amortised cost based on an effective interest rate
of 4.75%. The resulting interest expense is recognised as finance costs in the income statement.
Actual interest expense at 1.0 per cent coupon rate is repayable every six months until expiry on
redemption or conversion of the bonds.

(c) Interest rate risks

The Group’s exposure to interest rate risk of bank borrowings is disclosed in note 29. During the
financial year, weighted average effective interest rates of borrowings are as follows:

Group
2008 2007

Term loans (secured) 6.52% 4.75%


Bank overdraft (secured) 5.00% 5.00%
Finance lease (secured) 2.94% 4.39%

(d) The fair values of short-term bank borrowings, determined through discounted cash flows using
discount rates based on borrowing rates which management believed would be available to the
Group at the balance sheet date, approximated their carrying amounts. The bank borrowings at
31 July 2008 were on floating rate basis.

16 FINANCE LEASE LIABILITIES

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

Not later than one year 974 402 69 24


Later than one year and not later than five
years 1,479 314 139 117
Later than five years 697 24 176 27

Total minimum lease payments 3,150 740 384 168


Less: Amounts representing future finance
charges (397) (85) (63) (28)

Present value of minimum lease payments 2,753 655 321 140

Instalments payable:
Shown under current liabilities:
Not later than one year 859 356 58 22

F 40 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

16 FINANCE LEASE LIABILITIES (Cont’d)

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

Shown under non-current liabilities:


Later than one year and not later than five
years 1,291 278 115 94
Later than five years 603 21 148 24
1,894 299 263 118

2,753 655 321 140

The minimum lease payments payable at balance sheet date did not differ significantly from their
present values.

All finance lease liabilities are on a fixed repayment basis and there are no arrangements for
contingent rental payments. The average effective borrowing is shown in note 15(c).

Finance lease liabilities of the group were secured by the rights to the leased plant and equipment, and motor
vehicles (note 4b) which would revert to the respective lessor in the event of default by a member of the Group.

17 DEFERRED TAX ASSETS / LIABILITIES

Group Company
Assets Liabilities Assets Liabilities
$’000 $’000 $’000 $’000

At 1 August 2006 - 1,636 - -


Exchange difference - (2) - -
Provided during the year 24 - 24 -

At 31 July 2007 24 1,634 24 -

At 1 August 2007 and 31 July 2008 24 1,634 24 -

Deferred tax liabilities at 31 July were related to the following:

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

Deferred tax liabilities


Accelerated tax depreciation 1,634 1,634 - -

Deferred tax assets


Provisions and expenses 24 24 24 24

No deferred tax liability is expected to crystallise within one year.

Xpress Holdings Ltd Annual Report 2008 | F 41


Notes to the Financial Statements

18 TRADE AND OTHER PAYABLES

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

Trade

Outside parties 7,270 4,358 84 100

Others
Accrued expenses 2,617 2,093 645 219
Other payables 527 147 - 72
Purchase of property, plant and equipment 403 8 - -
Provision for directors’ fees 158 158 158 158
3,705 2,406 803 449

10,975 6,764 887 549

The Group’s and Company’s trade and other payables that were not denominated in the functional
currencies of the respective entities are as follows:

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

Australian dollars - 8 - -

The carrying amounts of current trade and other payables approximated their fair values at the balance
sheet date.

Further details of liquidity risks on trade and other payables are disclosed in note 29(f).

19 EQUITY COMPENSATION

Share option scheme

The Xpress Holdings Executives’ Share Option Scheme (“SOS”) was approved by its members at an
Extraordinary General Meeting held on 25 June 2001. The SOS is administered by the Remuneration
Committee which comprises the following directors:

Dr Wang Kai Yuen (Chairman)


Lai Hock Meng (Appointed on 10 March 2008)
Sam Chong Keen (Appointed on 10 March 2008)

F 42 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

19 EQUITY COMPENSATION (Cont’d)

Share option scheme (Cont’d)

Other information regarding the SOS is set out below:

(a) Options granted shall be subject to an option period of 10 years, such period commencing from
the date of grant and expiring on the day immediately preceding the 10th anniversary of the
date of grant.

(b) The Non-Executive Directors of the Group shall be subject to an option period of 5 years, such
period commencing from the date of grant and expiring on the day immediately preceding the
5th anniversary of the date of grant.

(c) The options vest one year from the date of grant.

(d) Details of the options granted under the SOS for unissued ordinary shares of the Company
during the financial year were as follows:

Lapsed Exercised
Date of Balance at during during Balance at Exercise
grant 01.08.2007 Addition the year the year 31.07.2008 price Expiry date

25.06.2001 230,000 - - - 230,000 $0.0754 24.06.2011


25.06.2001 236,000 - - 12,000 224,000 $0.0723 24.06.2011
07.12.2001 350,000 - - - 350,000 $0.0500 06.12.2011
07.12.2001 83,000 - 18,000 - 65,000 $0.0550 06.12.2011
02.05.2003 26,000 - - 26,000 - $0.0283 01.05.2013
30.06.2003 400,000 - - - 400,000 $0.0550 29.06.2013
11.12.2003 615,000 - 48,000 236,000 331,000 $0.0733 10.12.2013
04.12.2006 4,400,000 - 300,000 - 4,100,000 $0.1783 03.12.2016
01.03.2007 3,300,000 - - - 3,300,000 $0.1650 28.02.2017
01.08.2007 - 1,000,000 - - 1,000,000 $0.1767 31.07.2017
10.03.2008 - 8,000,000 - - 8,000,000 $0.1200 09.03.2018
9,640,000 9,000,000 366,000 274,000 18,000,000

During the financial year, a total of 274,000 ordinary shares were issued at prices ranging from
$0.0283 to $0.0733 per share, as indicated above. The proceeds of approximately $13,000 were
credited to share capital. The weighted average exercise price of the options exercised during the year
was $0.0672 (2007: $0.0682). The weighted average remaining contractual life of share options
outstanding at the end of the period is 8.6 years (2007: 7.6 years).

Fair value of share options and assumptions

The fair value of services received in return for share options granted are measured by reference to the
fair value of share options granted. The fair value of share options and assumptions determined using
the Black-Scholes valuation model are set out below:

Xpress Holdings Ltd Annual Report 2008 | F 43


Notes to the Financial Statements

19 EQUITY COMPENSATION (Cont’d)

Average fair value of share options and assumptions

Date of grant of options 04.12.2006 01.03.2007 01.08.2007 01.03.2008

Average fair value at measurement date $0.0345 $0.0259 $0.02499 $0.0215


Share price and exercise price at date of grant $0.1800 $0.1550 $0.1550 $0.1050
Exercise price at date of grant $0.1783 $0.1650 $0.1767 $0.1200
Expected volatility 58.20% 58.48% 58.98% 71.06%
Risk free interest rate 3.625% 3.625% 3.625% 3.625%
Expected dividend yield 10.0% 10.0% 7.0% 7.0%
Vesting period 1 year 1 year 1 year 1 year

The share price and exercise price at date of grant are based on volume-weighted share price for 3
consecutive trading days prior to the grant date. The expected volatility is measured by the standard
deviation of 36 months’ average intra-day high and low share prices prior to the grant. The risk free
interest rates are based on the 10 years zero-coupon Singapore Government bond yields on the
date of grant. Expected dividend yield is based on dividend payout over the 1 year volume-weighted
average share price prior to the grant date.

20 REVENUE

Group
2008 2007
$’000 $’000

Turnover:
Print media services 61,290 35,907

Turnover represents invoiced sales for services rendered after allowance for trade discounts. Dividends
and interest income are excluded from turnover of the Group.

21 PROFIT BEFORE TAXATION

(a) Other income

Group
2008 2007
$’000 $’000

Rental income 271 246


Miscellaneous income 839 388
1,110 634

F 44 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

21 PROFIT BEFORE TAXATION (Cont’d)

(b) Staff costs

Group
2008 2007
$’000 $’000

− Directors’ fees:
directors of the Company 157 164
directors of a subsidiary 21 17
− Directors’ remuneration other than fee
directors of the Company 712 996
directors of a subsidiary 367 848
contributions to defined contribution plans 33 21
− Key management personnel (other than directors):
salaries, wages and other related costs 1,327 1,281
contributions to defined contribution plans 49 42
− Other than directors and key management personnel:
salaries, wages and other related costs 8,615 6,739
contributions to defined contribution plans 720 530

12,001 10,638

(c) Other operating expenses

Other operating expenses mainly comprise marketing, corporate and legal, building and general
operating expenses.

(d) Non-operating income

Group
2008 2007
$’000 $’000

Gain on disposal of property, plant and equipment - net 2,994 662

(e) Share of results of associate

The Group’s share of results of associate comprises the following:

Group
2008 2007
$’000 $’000

Net profit before exceptional gain 720 871


Exceptional gain from sale of short-term quoted securities - 855

720 1,726

Xpress Holdings Ltd Annual Report 2008 | F 45


Notes to the Financial Statements

21 PROFIT BEFORE TAXATION (Cont’d)

(f) Profit before tax

In addition to those disclosed elsewhere in these financial statements, the following items have
been included in arriving at profit from operations:

Group
2008 2007
Note $’000 $’000

Auditors’ remuneration
– Non-audit fees
– Other auditors
– Current year - 99
– Prior year - 14
Depreciation of property, plant and equipment 4 2,696 2,210
Exchange loss 49 212
Operating lease rentals - offices, factories and warehouses 1,590 593
Property, plant and equipment written off 10 14
Allowance for doubtful debts, net - trade 108 43
Share option expense 182 135

(g) Compensation of directors and key management personnel

The remuneration of directors and other members of key management of the Company during
the year were as follows:

Group
2008 2007
$’000 $’000

Short-term benefits 2,188 2,588


Share-based payments 300 600
Termination benefits - -

The number of directors of the Company as categorised into remuneration bands is as follows:

2008 2007

$750,000 and above - -


$500,000 to $749,999 - 1
$250,000 to $499,999 2 1
Below $250,000 7 5
9 7

F 46 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

22 INTEREST INCOME AND FINANCE COST

Group
2008 2007
$’000 $’000

(a) Interest Income

Interest income on fixed deposits 110 76

Interest income is derived from fixed deposits which bore interest rates ranging from 1.15% to 7.65%
(2007 - 3.2% to 5.5%) per annum.

(b) Finance Costs


Interest expense
– Bank overdraft 17 46
– Term loans 254 165
– Finance lease 55 37
− Convertible bonds 522 -
Bank charges - 1

848 249

23 TAXATION

Group
2008 2007
$’000 $’000

Current tax expense


– current year 170 340
– over-provision in prior years (75) (395)

95 (55)
Deferred tax expense
– movements in temporary differences - (24)

Total income tax expense / (credit) 95 (79)

Reconciliation of effective tax rate:

Profit before taxation 10,311 6,891

Tax calculated using Singapore tax rate of 18% (2007: 18%) 1,856 1,240
Non-allowable items 4,026 728
Utilisation of previously unrecognised tax benefits (289) (27)
Deferred tax benefit not recognised 684 507
Effects of tax rates in different tax jurisdictions (297) (101)
Income not subject to tax (5,680) (1,720)
Over-provision in prior years (75) (395)
Tax effect of share of results of associate (130) (311)

95 (79)

Xpress Holdings Ltd Annual Report 2008 | F 47


Notes to the Financial Statements

23 TAXATION (Cont’d)

Singapore income tax was calculated at 18% (2007: 18%) of the estimated assessable profit for the
year. Taxation for other countries was calculated at rates prevailing in the relevant countries between
16.5% to 35%.

At the balance sheet date, the Group had unutilised tax losses and capital allowances of approximately
$8.61 million (2007: $22.90 million) and nil (2007: $7.10 million) respectively which were available
for carry forward and set-off against future taxable income, subject to agreement by the tax authorities
and compliance with tax regulations prevailing in the respective countries in which the subsidiaries
incurring the losses operate.

Future tax benefits arising from these unutilised tax losses and capital allowances have not been
recognised in the financial statements as there is no reasonable certainty of their recovery in future
periods.

24 EARNINGS PER SHARE

2008 2007
$’000 $’000
Basic earnings per share is based on:
Net profit attributable to equity holders of the parent 10,234 7,087

Number of shares
(’000)

Number of shares outstanding at the beginning of the year 1,384,246 1,294,388


Weighted average number of shares issued under share option scheme
and new shares issued 233 17,595

Weighted average number of shares in issue during the year 1,384,479 1,311,983

In calculating diluted earnings per share, the weighted average number of shares in issue during the
year is adjusted for the effects of all dilutive potential ordinary shares:

Number of shares
(’000)
Weighted average number of shares used in calculation
of basic earnings per share 1,384,479 1,311,983
Adjustment for potential dilutive ordinary shares 842 4,771

Weighted average number of shares in issue (diluted) 1,385,321 1,316,754

Options to convert Tranche 1 of the convertible bonds to ordinary shares of 145,348,837 at


the adjusted conversion price of S$0.086 per share as at 31 July 2008 were not included in the
computation of diluted earnings per share because it was anti-dilutive. The convertible bonds, which
expire on 3 September 2011, are still outstanding as at 31 July 2008.

F 48 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

25 CONTINGENT LIABILITIES

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

Guarantees provided in respect of


performance of contracts - secured 1,683 642 - -
Corporate guarantees given to a
subsidiary - unsecured - - 4,027 5,327

The borrowings for which the above corporate guarantees have been given are charged at market
interest rates.

26 COMMITMENTS

At the balance sheet date, the Group had the following commitments:

(a) Capital commitments:

Group
2008 2007
$’000 $’000

Capital expenditure contracted but not provided for:

Purchase of plant and equipment - 1,843

(b) Operating lease commitments

The Group as lessor

The Group entered into commercial property leases on part of its leasehold building. Future
minimum lease payments receivable under non-cancellable leases with remaining lease terms of
between 1 and 3 years as of 31 July are as follows:

Group
2008 2007
$’000 $’000

Lease payments receivable:


Not later than one year 206 220
Later than one year and not later than five years 378 393
584 613

Xpress Holdings Ltd Annual Report 2008 | F 49


Notes to the Financial Statements

26 COMMITMENTS (Cont’d)

(b) Operating lease commitments (Cont’d)

The Group as lessee

The commitments in respect of non-cancellable operating leases contracted for but not recognised
as liabilities are payable as follows:
Group
2008 2007
$’000 $’000

Lease payments payable:


Not later than one year 1,955 631
Later than one year and not later than five years 5,439 969
Later than five years 1,921 1,584

9,315 3,184

Lease payments payable amounting to $8.32 million relates to the Company’s property that was
sold to and leased back for a lease period of 7 years from MacArthur (note 4a). Upon expiry of
the lease, the Company has an option to renew for another 7 years. The other operating lease
commitments shall expire within 1 to 2 years.

(c) Proposed dividends

After the balance sheet date, the Directors proposed the following dividends. These dividends
have not been provided for in these financial statements.
Group
2008 2007
$’000 $’000

Final dividend proposed of 0.13 cents (2007: 0.12 cents)


per share: one-tier tax-exempt 1,800 1,661

27 BUSINESS SEGMENTS - GROUP

Segment information
The Group’s operating businesses are organised and managed separately according to the nature of
products and services provided with each segment representing a strategic business unit that offers
different products and services for different markets.

The Print Media segment includes time-sensitive Stock Market Research Reports, Fund Management
Reports, Annual Reports, IPO Prospectus, Trade Directors and Corporate Brochures and Collaterals.

The Corporate and others segment includes general corporate income and expense items, and multimedia
income in relation to website publishing and maintenance, CD-ROM and multimedia production.

Segment accounting policies are the same as the policies described in Note 2. The Group generally
accounts for inter-segment sales and transfers on terms agreed between the parties.

F 50 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

27 BUSINESS SEGMENTS - GROUP (Cont’d)

Segment revenue and expense:


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

Segment assets and liabilities:


Segment assets include all operating assets used by a segment and consist principally of operating
receivables, inventories and property, plant and equipment, net of allowances and provisions.
Capital expenditure includes the total cost incurred to acquire property, plant and equipment directly
attributable to the segment. Segment liabilities include all operating liabilities and consist principally of
accounts payable and accrued expenses. Segment liabilities do not include income tax liabilities.

Inter-segment transfers:
Segment revenue and expenses include transfers between business segments. Inter-segment sales are
charged at cost plus a percentage profit mark-up. These transfers are eliminated on consolidation.

Corporate
Print Media and others Eliminations Consolidated
2008 2007 2008 2007 2008 2007 2008 2007

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Sales to external customers 61,233 35,818 57 203 - (114) 61,290 35,907


Inter-segment sales 455 - 7,528 4,376 (7,983) (4,376) - -
Other revenue 4,104 1,327 - 45 - - 4,104 1,372
Unallocated revenue - - - - - - - -
Segment revenue 65,792 37,145 7,585 4,624 (7,983) (4,490) 65,394 37,279

Segment results 9,301 5,202 1,138 216 - (4) 10,439 5,414


Finance costs (848) (249)
Share of results of associate 720 1,726
Profit before income tax 10,311 6,891
Income tax (95) 79
Net profit for the year 10,216 6,970

Assets and liabilities:


Segment assets 114,209 99,795 7,011 9,251 - - 121,220 109,046
Investment in associates 8,825 8,105 - - - - 8,825 8,105
Unallocated assets 12,837 3,347
Total assets 142,882 120,498

Segment liabilities 10,127 6,215 848 548 - - 10,975 6,763


Income tax payable 1,474 1,511
Deferred tax liabilities 1,634 1,634
Unallocated liabilities 17,450 7,958
Total liabilities 31,533 17,866

Other information:
Capital expenditure 11,393 4,132 269 12 - - 11,662 4,144

Depreciation expense 2,567 2,128 129 82 - - 2,696 2,210

Xpress Holdings Ltd Annual Report 2008 | F 51


Notes to the Financial Statements

28 GEOGRAPHICAL SEGMENTS - GROUP

Segment revenue
Segment revenue is analysed based on the location of customers regardless of where the goods are
produced.

Segment assets and capital expenditure


Segment assets and capital expenditure are analysed based on the geographical location of those
assets. Capital expenditure includes the total costs incurred to acquire property, plant and equipment.

Revenue Assets Capital expenditure


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

Singapore 12,183 11,674 25,543 32,272 3,872 889


Malaysia 1,707 1,348 1,079 613 444 41
Hong Kong 2,844 2,488 1,022 913 - 73
Australia 1,360 1,729 1,639 762 3 -
China 40,816 16,614 113,062 85,885 7,306 3,140
Others 2,380 2,054 537 53 37 1

Total 61,290 35,907 142,882 120,498 11,662 4,144

29 FINANCIAL INSTRUMENTS

(a) Financial risk management objectives and policies

Exposure to credit, interest rate and currency risk arises in the normal course of the Group’s
business. The Group’s written risk management policies and guidelines set out its overall business
strategies, tolerance of risk and general risk management philosophy. Risk management policies
and systems are reviewed regularly to reflect changes in market conditions and the Group’s
activities.

Natural hedging is preferred by matching assets and liabilities of the same currency. Derivative
financial instruments are only used where necessary to reduce exposure to fluctuations in foreign
exchange rates and interest rates. While these are subject to the risk of market rates changing
subsequent to acquisition, such changes are generally offset by opposite effects on the items
being hedged.

The Group’s accounting policies in relation to derivative financial instruments are set out in note
2.8.

(b) Working capital management

The Group manages its working capital requirement with the view to optimise interest cost. The
management remains committed to their intentions to continue to utilise committed short-term
borrowings to meet the working capital requirements having regard to the operating environment
and expected cash flows of the Group. Such working capital requirements are within the credit
facilities established and are adequate and available to the Group to meet its obligations. The
credit facilities are regularly reviewed by the management to ensure that they meet the objectives
of the Group.

F 52 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

29 FINANCIAL INSTRUMENTS (Cont’d)

(c) Credit Risk

Credit risk refers to the risk that counterparties may default on their contractual obligations
resulting in financial loss to the Group. The Group has adopted a policy of only dealing with
creditworthy counterparties as a means of mitigating the risk of financial loss from such defaults.
Credit risk on cash and cash balances and derivative financial instruments is limited as these
balances are placed with or transacted with reputable institutions of high credit ratings. The
Group manages these risks by monitoring credit-worthiness and limiting the aggregate risk to
any individual counterparty. The Group does not expect material credit losses on its financial
instruments.

At the balance sheet date, the Group has no significant concentration of credit risk. The
maximum exposure to credit risk is represented by the carrying amount of each financial asset in
the balance sheets.

The credit risk for trade receivables after allowance for doubtful receivables is as follows:

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

By Geographical areas
Singapore 2,266 3,685 - -
Malaysia 329 388 - 135
Hong Kong 10,124 10,693 - -
Australia 182 336 - -
Taiwan 259 181 - -
China 1,646 703 - -
Others 308 233 - -

15,114 16,219 - 135

(d) Foreign Currency Risk

The Group’s subsidiaries operate mainly in Singapore, China and Hong Kong. Entities in the
Group regularly transact in currencies other than their respective functional currencies (“foreign
currencies”) such as the Singapore Dollar (“SGD”), United States Dollar (“USD”), Australian
Dollar (“AUD”), New Taiwan Dollar (“NTD”) and Hong Kong Dollar (“HKD”).

In addition, the Group is exposed to currency translation risk on the net assets in foreign
operations mainly in Hong Kong and China which has impact on the Group’s equity.

The Group does not enter into currency options and does not use forward exchange contracts for
speculative trading purposes.

Xpress Holdings Ltd Annual Report 2008 | F 53


Notes to the Financial Statements

29 FINANCIAL INSTRUMENTS (Cont’d)

(d) Foreign Currency Risk (Cont’d)

Currency risk exposure

At 31 July 2008, the carrying amounts of monetary assets and monetary liabilities including
inter-company balances denominated in currencies other than the respective Group’s entities’
functional currencies are as follows:

Other cur-
SGD USD AUD NTD HKD rencies Total
SGD equivalent $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group

At 31 July 2008
Financial assets
Trade and other receivables - 217 180 259 13 167 836

Financial liabilities
Trade and other payables (2,794) (81) (190) - - (93) (3,158)

Net currency exposure (2,794) 136 (10) 259 13 74 (2,322)

At 31 July 2007
Financial assets
Trade and other receivables - 100 336 181 214 375 1,206

Financial liabilities
Trade and other payables (1,938) (32) (139) - - (54) (2,163)

Net currency exposure (1,938) 68 197 181 214 321 (957)

F 54 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

29 FINANCIAL INSTRUMENTS (Cont’d)

(d) Foreign Currency Risk (Cont’d)

Currency sensitivity analysis

The following table details the sensitivity to a 5% increase / decrease in the exchange rate of the
relevant foreign currencies against the functional currency of each group entity. The magnitude
represents management’s assessment of the plausible movement in foreign exchange rates. The
sensitivity analysis includes only outstanding foreign currency denominated monetary items and
assumes their translation at the period end. The sensitivity analysis therefore includes external
loans as well as inter-company loans to foreign operations where they gave rise to an impact on
the Group’s profit or loss and/or equity.

If the relevant foreign currency strengthens or weakens by 5% against the functional currency of
each group entity, the net profit or loss and other equity may increase / (decrease) by:

Other
SGD USD AUD NTD HKD currencies
SGD equivalent $’000 $’000 $’000 $’000 $’000 $’000

Group

2008
Strengthens
Profit and loss (140) 7 1 13 1 4
Weakens
Profit and loss 140 (7) (1) (13) (1) (4)

2007
Strengthens
Profit and loss (97) 3 10 9 11 16
Weakens
Profit and loss 97 (3) (10) (9) (11) (16)

Xpress Holdings Ltd Annual Report 2008 | F 55


Notes to the Financial Statements

29 FINANCIAL INSTRUMENTS (Cont’d)

(d) Foreign Currency Risk (Cont’d)

Currency sensitivity analysis (Cont’d)

In addition, if the relevant foreign currency strengthens or weakens by 5% respectively against


the presentation currency (SGD) for the consolidated financial statements with all other variables
being held constant, the (decrease) / increase arising from the net financial assets / liabilities
position will be as follows:
Chinese Renminbi Hong Kong Dollar Other currencies
2008 2007 2008 2007 2008 2007

SGD equivalent $’000 $’000 $’000 $’000 $’000 $’000

Group

Strengthens
Other equity 97 202 823 971 112 66
Weakens
Other equity (97) (202) (823) (971) (112) (66)

(e) Cash Flow and Fair Value Interest Rate Risks

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that
the fair value of a financial instrument will fluctuate due to changes in market interest rates.
Currently, the Group’s income and operating cash flows except for short term loans are
substantially independent of changes in market interest rates.

The Group is not exposed to significant cash flow risk except that it has bank borrowings of
$3.8 million (2007: 4.0 million) for which full repayment is expected by 2009 and 1.0 per cent
convertible bonds of $12.5 million (2007: Nil) which matures in 2011 at its original value. The
Group is expected to repay the borrowings using its internally generated cash flow.

The Group actively reviews its debt portfolio, taking into account the investment holding period
and nature of its assets. This strategy allows it to obtain the most favourable interest rates
available without increasing its foreign currency exposure and achieve certain level of protection
against rate hikes. The Group does not use derivative financial instruments to hedge fluctuations
in interest rates for its borrowings.

Interest rate sensitivity analysis

The sensitivity analyses below are based on the exposure to interest rates for non-derivative
instruments at the balance sheet date and assume that the change took place at the beginning of
the financial year and is held constant throughout the reporting period. The magnitude represents
management’s assessment of the likely movement in interest rates under normal economic conditions.

If interest rates had been 50 basis points higher or lower (2007: 50 basis points) and all other
variables were held constant, the Group’s profit for the year ended 31 July 2008 would be
decreased / increased by $10,000 (2007: decrease/ increase by $22,000). This is mainly
attributable to the Group’s exposure to interest rates on its variable rate borrowings. The Group’s
sensitivity to interest rates movement has decreased during the current financial year mainly due
to the decrease in variable rate debt instruments.

F 56 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

29 FINANCIAL INSTRUMENTS (Cont’d)

(f) Liquidity Risk

The Group actively manages its debt maturity profile, operating cash flows and the availability
of funding so as to ensure that all refinancing, repayment and funding needs are met. As part
of the overall prudent liquidity management, the Group maintains sufficient level of cash to meet
its working capital requirement. In addition, the Group strives to maintain available banking
facilities of a reasonable level to its overall debt position.

The table below analyses the maturity profile of the Group’s and Company’s financial liabilities
based on contractual undiscounted cash flows.

Carrying Contractual Less than 1 Between 2 Over


amount cash flows year and 5 years 5 years
$’000 $’000 $’000 $’000 $’000

Group

At 31 July 2008
Trade and other payables 10,975 10,975 10,975 - -
Interest-bearing borrowings 14,697 17,079 4,204 12,875 -
Finance lease liabilities 2,753 3,150 983 1,477 690

28,425 31,204 16,162 14,352 690

At 31 July 2007
Trade and other payables 6,764 6,764 6,764 - -
Interest-bearing borrowings* 7,279 7,646 5,912 1,734 -
Finance lease liabilities 655 740 402 314 24

14,698 15,150 13,078 2,048 24

* Interest-bearing long-term bank loans were fully redeemed by a subsidiary in 2008 upon sale
of its leasehold building.

Company

At 31 July 2008
Trade and other payables 887 887 887 - -
Interest-bearing borrowings 10,928 13,000 125 12,875 -

11,815 13,887 1,012 12,875 -

At 31 July 2007
Trade and other payables 549 549 549 - -
Interest-bearing borrowings - - - - -

549 549 549 - -

Xpress Holdings Ltd Annual Report 2008 | F 57


Notes to the Financial Statements

29 FINANCIAL INSTRUMENTS (Cont’d)

(g) Estimating the Fair Values

The fair value of financial assets at fair value through profit or loss and available-for-sale financial
assets is determined by reference to their quoted bid prices at the balance sheet date.

Interest-bearing loans and borrowings

Fair value is calculated based on discounted expected future principal and interest cash flows.

Finance Lease Liabilities

The fair value of finance lease liabilities is estimated as the present value of future cash flows,
discounted at market interest rates for homogeneous lease agreements. The estimated fair values
reflect change in interest rates.

Intra-Group Financial Guarantees

The value of financial guarantees provided by the Company to its subsidiaries is determined by
reference to the difference in the interest rates, by comparing the actual rates charged by the
bank with these guarantees made available, with the estimated rates that the banks would have
charged had these guarantees not been available.

Other Financial Assets and Liabilities

The notional amounts of financial assets and liabilities with a maturity of less than one year
(including trade and other receivables, cash and bank balances, and trade and other payables)
are assumed to approximate their fair values because of their short period to maturity. All other
financial assets and liabilities are discounted to determine their fair values.

(h) Capital Risk

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue
as a going concern and to maintain an optimal capital structure so as to maximise shareholder
value. The Group strives to maintain a prudent capital structure. The capital structure of the
Group comprise debt, which includes the borrowings disclosed in note 15 and equity attributable
to equity holders of the Company, comprising issued share capital, reserves and accumulated
profits as disclosed in the Statement of Changes in Equity.

The Group monitors capital based on a debt-to-capital ratio. This ratio is calculated as net debt
divided by capital. Net debt is calculated as total debt (as shown in the balance sheet) less cash
and bank balances. Capital comprises all components of equity as disclosed in the Statement of
Changes in Equity. The Group’s overall strategy remains unchanged from 2007.

F 58 | Xpress Holdings Ltd Annual Report 2008


Notes to the Financial Statements

29 FINANCIAL INSTRUMENTS (Cont’d)

(h) Capital Risk (Cont’d)

Group
2008 2007
$’000 $’000

Total debt 17,450 7,934


Less: Cash and bank balances (12,813) (3,323)
Net debt 4,637 4,611

Capital 111,349 102,632

Debt-to-capital ratio (times) 0.04 0.05

30 SIGNIFICANT RELATED PARTY TRANSACTIONS

Identity of related parties

For the purpose of these financial statements, parties are considered to be related to the Group if the
Group has the ability, directly or indirectly, to control the party or exercise significant influence over the
party in making financial and operating decisions, or vice versa, or where the Group and the party are
subject to common control or common significant influence. Related parties may be individuals or other
entities.

In addition to the related party information disclosed elsewhere in the financial statements, there were
significant related party transactions which were carried out in the normal course of business on terms
agreed between the parties during the financial year as follows:

Company
2008 2007
$’000 $’000

Subsidiaries
Print Consultancy - 114
Management fee income 7,302 4,376
Interest income on non-current receivables 226 -

Xpress Holdings Ltd Annual Report 2008 | F 59


Notes to the Financial Statements

31 RECLASSICATION AND COMPARATIVE FIGURES

Certain reclassification has been made to the prior year’s financial statements to better reflect the nature
of the transactions and to enhance comparability with the current year’s financial statements.

The following 2007 figures have been restated to conform to the current year’s presentation:

Group
Previously
Restated reported
2007 2007

$’000 $’000

Remuneration of directors and key management personnel during the year:


Short-term benefits 2,588 1,111

Other income 634 1,296

Non-operating income 662 -

32 SUBSEQUENT EVENTS

No items, transactions or events of material and unusual nature has arisen in the interval between the
end of the financial year and the date of this report which is likely to affect substantially the results of
operations of the Group for the succeeding financial year.

F 60 | Xpress Holdings Ltd Annual Report 2008


Statistics of Shareholders
As at 16 October 2008

Number of equity securities : 1,384,519,374


Class of equity securities : Ordinary shares
Voting rights : One vote per share

Distribution of Shareholdings

No. of No. of
Size of shareholdings Shareholders % Shares %

1 - 999 43 0.26 14,350 0.00


1,000 - 10,000 11,358 68.14 40,811,961 2.95
10,001 - 1,000,000 5,216 31.29 349,530,010 25.24
1,000,001 AND ABOVE 52 0.31 994,163,053 71.81
TOTAL : 16,669 100.00 1,384,519,374 100.00

Twenty Largest Shareholders

NO. NAME NO. OF SHARES %

1 MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 425,081,313 30.70


2 MERRILL LYNCH (SINGAPORE) PTE LTD 196,451,714 14.19
3 CITIBANK NOMINEES SINGAPORE PTE LTD 35,611,974 2.57
4 MAYBAN NOMINEES (S) PTE LTD 32,480,000 2.35
5 DBS VICKERS SECURITIES (S) PTE LTD 31,167,830 2.25
6 UOB NOMINEES (2006) PTE LTD 29,330,000 2.12
7 OCBC SECURITIES PRIVATE LTD 28,944,000 2.09
8 UNIGOLD ASIA LIMITED 28,845,750 2.08
9 UOB KAY HIAN PTE LTD 19,318,000 1.40
10 CHENG FU ZAY 13,566,000 0.98
11 DBS NOMINEES PTE LTD 12,485,450 0.90
12 HONG LEONG FINANCE NOMINEES PTE LTD 11,915,000 0.86
13 KIM ENG SECURITIES PTE. LTD. 11,879,300 0.86
14 UNITED OVERSEAS BANK NOMINEES PTE LTD 10,243,500 0.74
15 HSBC (SINGAPORE) NOMINEES PTE LTD 7,819,000 0.56
16 LEOW TZE FEI (LIAO ZHIHUI) 7,291,000 0.53
17 FOO KET 6,299,000 0.45
18 THIAN YIM PHENG 6,226,000 0.45
19 OCBC NOMINEES SINGAPORE PTE LTD 5,556,000 0.40
20 SAM CHONG KEEN 5,000,000 0.36
TOTAL 925,510,831 66.84

Xpress Holdings Ltd Annual Report 2008 | F 61


Statistics of Shareholders
As at 16 October 2008

Deemed
Direct Interest % Interest %

Triumph Development Holdings Limited 137,943,313 9.96 - -


Dr Lee Tsu-Der (Note 1) - - 137,943,313 9.96
K K Fong Holdings Pte Ltd (Note 2) 77,539,000 5.60 - -
Fong Kah Kuen @ Foong Kah Kuen (Note 3) 30,081,000 2.17 77,539,000 5.60
Foo Ai Lan (Note 4) - - 107,620,000 7.77
Bioactive Enterprises Limited 89,285,714 6.45 - -
Tseng An Hsiung Andy (Note 5) - - 149,787,714 10.82

Notes:

(1) Dr Lee Tsu-Der is deemed to be interested in the 137,943,313 shares held by Triumph Development
Holdings Limited by virtue of Section 7 of the Companies Act, Cap. 50. (the “Act”)

(2) K K Fong Holdings Pte Ltd has a total beneficial interest in the 77,539,000 shares out of which
77,459,000 shares are held in the names of nominees.

(3) Fong Kah Kuen @ Foong Kah Kuen is deemed to be interested in the 77,539,000 shares held by K K
Fong Holdings Pte Ltd by virtue of Section 7 of the Act.

(4) Foo Ai Lan is deemed to be interested in the 107,620,000 shares comprising 77,539,000 shares held
by K K Fong Holdings Pte Ltd by virtue of Section 7 of the Act and 30,081,000 shares held by her
spouse, Fong Kah Kuen @ Foong Kah Kuen.

(5) Tseng Ah Hsiung Andy is deemed to be interested in the 89,285,714 shares held by Bioactive
Enterprises Limited, the 58,710,000 shares held by Wellspring Investment Ltd by virtue of Section 7 of
the Act and the 1,792,000 shares held by his spouse, Mrs Tseng Shu Eng Eng.

PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS

Based on the information provided to the best knowledge of the directors, substantial shareholder and
controlling shareholder of the Company and its subsidiaries, approximately 68.3% of the issued share capital
of the Company is held by the public. Accordingly, the Company has complied with Rule 723 of the Listing
Manual of the SGX-ST.

F 62 | Xpress Holdings Ltd Annual Report 2008


Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Xpress Holdings Ltd (“the Company”) will
be held at No. 1 Kallang Way 2A, Communications Techno Centre, Singapore 347495 on Monday, 24
November 2008 at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS

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

2. To declare a first and final tax exempt one-tier dividend of 0.13 cents per share for the year ended 31
July 2008 (2007: 0.12 cents per share). (Resolution 2)

3. To re-elect the following Directors of the Company retiring pursuant to Articles 76 and 94(2) of the
Articles of Association of the Company:

Mr Darlington Tseng Te-Lin [Retiring under Article 76] (Resolution 3)


Mr Khoo Choon Meng [Retiring under Article 76] (Resolution 4)
Mr Lai Hock Meng [Retiring under Article 76] (Resolution 5)
Dr Wang Kai Yuen [Retiring under Article 94(2)] (Resolution 6)
Mr Jerry Lee Yin Chia [Retiring under Article 94(2)] (Resolution 7)

4. To approve the payment of Directors’ fees of S$188,414 for the financial year ended 31 July 2008
(2007: S$157,000). (Resolution 8)

5. To re-appoint Messrs Foo Kon Tan Grant Thornton as the Auditors of the Company and to authorise the
Directors of the Company to fix their remuneration. (Resolution 9)

6. To transact any other ordinary business which may properly be transacted at an Annual General
Meeting.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any
modifications:

7. Authority to issue shares up to 50 per centum (50%) of the issued shares in the capital of the
Company

That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of
the Singapore Exchange Securities Trading Limited, the Directors of the Company be authorised and
empowered to:

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

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or
would require shares to be issued, including but not limited to the creation and issue of (as
well as adjustments to) options, warrants, debentures or other instruments convertible into
shares, and/or

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

Xpress Holdings Ltd Annual Report 2008 | F 63


Notice of Annual General Meeting

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; and

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

provided that:

(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments,
made or granted pursuant to this Resolution) and Instruments to be issued pursuant to this
Resolution shall not exceed fifty per centum (50%) of the total number of issued shares in the
capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which
the aggregate number of shares and Instruments to be issued other than on a pro rata basis to
existing shareholders of the Company shall not exceed twenty per centum (20%) of the total
number of issued shares in the capital of the Company (as calculated in accordance with sub-
paragraph (2) below);

(2) (subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading
Limited) for the purpose of determining the aggregate number of shares and Instruments that
may be issued under sub-paragraph (1) above, the percentage of issued shares and Instruments
shall be based on the number of issued shares in the capital of the Company at the time of the
passing of this Resolution, after adjusting for:

(a) new shares arising from the conversion or exercise of the Instruments or any convertible
securities;

(b) new shares arising from exercising share options or vesting of share awards outstanding
and subsisting at the time of the passing of this Resolution; and

(c) any subsequent consolidation or subdivision of shares;

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the
provisions of the Listing Manual of the Singapore Exchange Securities Trading Limited for the time
being in force (unless such compliance has been waived by the Singapore Exchange Securities
Trading Limited) and the Articles of Association of the Company; and

(4) unless revoked or varied by the Company in a general meeting, such authority shall continue
in force (i) 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 earlier or (ii) in the case of shares to be issued in pursuance of the Instruments,
made or granted pursuant to this Resolution, until the issuance of such shares in accordance with
the terms of the Instruments. [See Explanatory Note (i)] (Resolution 10)

F 64 | Xpress Holdings Ltd Annual Report 2008


Notice of Annual General Meeting

8. Authority to allot and issue shares under the Xpress Holdings Executives’ Share Option
Scheme 2001

That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company be
authorised and empowered to offer and grant options under the Xpress Holdings Executives’ Share
Option Scheme 2001 (“the SOS”) and to issue from time to time such number of shares in the capital
of the Company as may be required to be issued pursuant to the exercise of options granted by
the Company under the SOS, whether granted during the subsistence of this authority or otherwise,
provided always that the aggregate number of additional ordinary shares to be issued pursuant to the
SOS shall not exceed fifteen per centum (15%) of the total number of issued shares in the capital of
the Company from time to time and that such authority shall, unless revoked or varied by the Company
in a general meeting, 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 earlier. [See Explanatory Note (ii)] (Resolution 11)

By Order of the Board

Ng Lai Ying
Secretary
Singapore, 7 November 2008

Xpress Holdings Ltd Annual Report 2008 | F 65


Notice of Annual General Meeting

Explanatory Notes:

(i) The Ordinary Resolution 10 in item 7 above, if passed, will empower the Directors of the Company from the date
of this Meeting until the date of the next Annual General Meeting of the Company, or the date by which the next
Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by
the Company in a general meeting, whichever is the earlier, to issue shares, make or grant instruments convertible
into shares and to issue shares pursuant to such instruments, up to a number not exceeding, in total, 50% of the
total number of issued shares in the capital of the Company, of which up to 20% may be issued other than on a
pro-rata basis to existing shareholders of the Company.

For determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital
of the Company will be calculated based on the total number of issued shares in the capital of the Company at the
time this Ordinary Resolution is passed after adjusting for new shares arising from the conversion or exercise of the
Instruments or any convertible securities, the exercise of share options or the vesting of share awards outstanding
or subsisting at the time when this Ordinary Resolution is passed and any subsequent consolidation or subdivision
of shares.

(ii) The Ordinary Resolution 11 in item 8 above, if passed, will empower the Directors of the Company, from the date
of this Meeting until the next Annual General Meeting, or the date by which the next Annual General Meeting
is required by law to be held or when varied or revoke by the Company in a general meeting, whichever is the
earlier, to allot and issue shares in the Company of up to a number not exceeding in total fifteen per centum (15%)
of the total number of issued shares in the capital of the Company from time to time pursuant to the exercise of the
options under the Scheme.

Notes:

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

2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at No. 1 Kallang
Way 2A, Communications Techno Centre, Singapore 347495 not less than forty-eight (48) hours before the time
appointed for holding the Meeting.

F 66 | Xpress Holdings Ltd Annual Report 2008


XPRESS HOLDINGS LTD IMPORTANT:

(Company Registration No. 199902058Z) 1. For investors who have used their CPF monies to buy Xpress Holdings Ltd’s shares,
this Report is forwarded to them at the request of the CPF Approved Nominees and
(Incorporated in Singapore with limited liability) is sent solely FOR INFORMATION ONLY.

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

3. CPF investors who wish to attend the Meeting as an observer must submit their

PROXY FORM requests through their CPF Approved Nominees within the time frame specified. If
they also wish to vote, they must submit their voting instructions to the CPF Approved
Nominees within the time frame specified to enable them to vote on their behalf.
(Please see notes overleaf before completing this Form)

I/We,

of

being a member/members of Xpress Holdings Ltd (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of Shareholdings


No. of Shares %
Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of Shareholdings


No. of Shares %
Address

or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/
proxies to vote for me/us on my/our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held at No.
1 Kallang Way 2A, Communications Techno Centre, Singapore 347495 on Monday, 24 November 2008 at 10.00 a.m. and
at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting
as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting
and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein
includes the right to demand or to join in demanding a poll and to vote on a poll.

(Please indicate your vote “For” or “Against” with a tick [√] within the box provided.)

No. Resolutions relating to: For Against


1 Directors’ Report and Audited Accounts for the financial year ended 31 July 2008
2 Payment of proposed first and final tax exempt one-tier dividend
3 Re-election of Mr Darlington Tseng Te-Lin as a Director
4 Re-election of Mr Khoo Choon Meng as a Director
5 Re-election of Mr Lai Hock Meng as a Director
6 Re-election of Dr Wang Kai Yuen as a Director
7 Re-election of Mr Jerry Lin Yin Chia as a Director
8 Approval of Directors’ fees amounting to S$188,414
9 Re-appointment of Messrs Foo Kon Tan Grant Thornton as Auditors
10 Authority to allot and issue new shares
11 Authority to allot and issue shares under the Xpress Holdings Executives’ Share
Option Scheme 2001

Dated this day of 2008

Total number of Shares in: No. of Shares

(a) CDP Register


Signature of Shareholder(s) (b) Register of Members
or, Common Seal of Corporate Shareholder
*Delete where inapplicable

Xpress Holdings Ltd Annual Report 2008 | F 67


Notes :

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

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more
than two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

3. Where a member of the Company appoints more than one proxy, that member shall specify the proportion of his/
her shareholding to be represented by each proxy and if the proportion is not specified, the first named proxy
shall be deemed to represent 100 per cent. of the shareholding of that member and the second named proxy shall
be deemed to be an alternate to the first named proxy.

4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and
voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends
the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons
appointed under the instrument of proxy to the Meeting.

5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at No.
1 Kallang Way 2A, Communications Techno Centre, Singapore 347495 not less than 48 hours before the time
appointed for the Meeting.

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly
authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must
be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument
appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney
or a duly certified copy thereof must be lodged with the instrument.

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

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly
completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the
appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the
Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being
the appointor, is not shown to have Shares entered against his name in the Depository Register 48 hours before the time
appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.
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