Annual Report Jubilee Industries 2010

Precision Innovation Aesthetic
A N N U A L R E P O R T 2 010
This annual report and its contents here has been reviewed by the Companys sponsor, PrimePartners Corporate Finance Pte. Ltd. (the Sponsor), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the SGXST). The Sponsor has not independently verified the contents of this annual report. This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made or reports contained in this annual report. The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street, #21-02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.
JLJ HOLDINGS LIMITED 2010 annual report
We are a one-stop provider of precision plastic injection mould and moulding solutions, focusing on our core competencies in meeting our customers stringent requirements for precision, innovative and aesthetic products.
CONTENTS 02 04 06 10 11 12 15 Corporate Profile Letter To Shareholders Operations Review Financial Highlights Strategic Locations Board Of Directors Executive Officers 17 26 65 67 Corporate Governance Report Financial Statements Statistics Of Shareholdings Notice Of Annual General Meeting Proxy Form Corporate Information
02/03
CORPORATE PROFILE
Established in 1993, our Group is a provider of precision plastic injection mould design and fabrication, precision plastic injection moulding and value added services. With our vertically-integrated product offerings and service, we provide design, fabrication and sale of precision plastic injection moulds (MDF), precision plastic injection molding (PPIM) services and other PPIM-related value added services (Value Added Services) in a one-stop service to global customers in consumer electronics, computer peripherals, automotive and household appliances industries. Headquartered in Singapore, our production facilities are located in Singapore, Malaysia and the Peoples Republic of China (the PRC), and our products are sold to customers in the United States, Singapore, Europe and Malaysia. Listed successfully on 10 July 2009 on the SGX Catalist, we aim to become the leading provider of choice of precision plastic injection molding solutions. Led by a dedicated and experienced management team, with vertically integrated capabilities supported by our cost-effective manufacturing locations and guided by our core product values of precision, innovation and aesthetic, we are committed to providing high standard of product and quality to our global customers.
Mould Design and Fabrication Business (MDF)

We produce plastic injection moulds for the consumer electronics, household appliances, automotive and computer peripherals industries. MDF or Tooling involves the design and fabrication of the precision plastic injection mould, a steel tool made up of many operating mechanisms and parts (tooling inserts) assembled together, and subsequently used in PPIM or sold directly to customers. We believe that a good tool forms the heart of a good product. At JLJ, we take pride in building a good tool right from the design stage to the mould assembly. That is why we use only state-of-the-art steel cutting machines in JLJ, such as the Mikron 5-axis Machine. We believe that both a good hardware and an excellent skill set are critical in every step to make a tool which we can be proud of. We design and fabricate intricate and complex precision plastic injection moulds. In addition, we have the capability to fabricate precision moulds with high aesthetic finishing, and we are one of the best in
surface polishing. Another of our key strength is our ability to build double shot injection tool, and we have perfected the technology over many years. Apart from that, we also build complex engineering tools for some of the most stringent customers in the medical and automotive industry. We have a dedicated team of professional program managers and designers who will study our customers needs and part requirements, and go through a thorough DFM (design-for-manufacturing) before proceeding with tool fabrication. Our quality motto is to do things right the first time and to avoid unnecessary wastage.
Precision Plastic Injection Moulding Business (PPIM)

We offer a variety of PPIM services including single-shot moulding, double-shot moulding, vertical moulding, insert moulding and gas-assisted moulding. Each type of moulding allows different types of precision plastic components to be produced, allowing us to produce a wide range of precision plastic components which are typically used as parts of our customers finished products including mobile phones, computer peripherals and MP3 players. Meeting the high-expectations of our customers has directly led to improvements in our manufacturing standards. Our engineers and operators have a very stringent mindset on the quality of our products, making sure that every part delivered represents our companys signature image of good quality. From injection moulding machines to quality inspection equipment, we use only the best in the market to ensure that every product piece is controlled consistently. Through many years of cooperation, our customers have recognized JLJ as their trusted manufacturing partner in providing quality services and reliable deliveries. We have a wide range of machines ranging from 40 tonnes to 1600 tonnes, ensuring that we have the right equipment ready to meet our customers needs. Apart from the mainstream plastic injection moulding machines, we also offer other specialty machines such as double-shot injection and vertical machines. In addition to plastic injection moulding, we also offer a variety of value-added services for plastic decorative purposes such as laser etching, ultrasonic welding, heat staking, printing, polishing and sub-assembly services. These diversified secondary processes encompass most products entire mechanical engineering requirements; delivering a one-stop, vertically-integrated solution.
04/05
LETTER TO SHAREHOLDERS
Dear Shareholders
On behalf of the Board of Directors, I am pleased to present our annual report for the financial year ended 31 December 2010 (FY2010).
A YEAR OF GROWTH...
2010 was indeed a year of phenomenal growth. Singapores economy grew by a blistering 14.5%* and was one of the fastest growing economies in the world, leading Asias rebound. We shared in this growth by turning in a much improved financial performance in FY2010. Our net profit attributable to equity shareholders registered an impressive 847.2% year-on-year growth to S$2.9 million in FY2010 from approximately S$0.3 million in financial year ended 31 December 2009 (FY2009). This was achieved on the back of a 6.6% increase in revenue to S$64.0 million in FY2010 from approximately S$60.1 million in FY2009. We had decided to focus on the PPIM business and it proved to be the right decision as our revenue increased from approximately S$43.0 million in FY2009 to approximately S$53.7million in FY2010 as demands from our customers in the consumer electronics, computer peripherals and household appliances industries increased in the face of a robust economy. We are also encouraged that our efforts to diversify our market segments have started to bear initial fruits. We have managed to secure orders for the supply of plastic components for a customer in the medical equipment sector. This is a breakthrough product segment for our Group and we will continue to actively pursue other customers in this new market segment in line with our strategy of diversifying and expanding our product and customer base. Even as we focused on growing our business, we are equally vigilant about improving our operations and productivity in order to stay competitive. The Group successfully relocated most of our labour intensive productions in Singapore to our manufacturing facilities in Malaysia, resulting in significant cost savings. Our PRC operations also continue to contribute positively to our growth through efficient costs control and higher productivity. As a result of the improved cost structures and increased operational efficiencies, we registered higher gross profit margins of 15% in FY2010 as compared with 11% in FY2009.
...AND CHALLENGES
Amidst the backdrop of a positive business environment and growth, the Group faced certain challenges during the year. In August, our wholly-owned subsidiary, Jin Li Mould Manufacturing Pte Ltd, was mentioned in an indictment and civil suit by Apple Inc. against one of its former employees in the United States. However, no legal action was taken against the Group and Jin Li Mould Manufacturing Pte Ltd by Apple Inc. As a precaution, the Group appointed an independent legal advisor to conduct an investigation into the matters set out in the Apple indictment and civil suit. Mr Jacky Chua, our then Executive Chairman, voluntarily stepped down from his position and relinquished all executive duties in the Group for the time being, in order to facilitate a complete and impartial review of all activities relating to the Apple indictment and civil suit. The Group has also formed a Steering Committee to respond to matters that arose and may arise in relation to the Apple indictment and civil suit.
Source: * Asiaone Business, 18 February 2011 http://www.asiaone.com/Business/News/Story/A1Story20110218-264111.html
I am pleased to announce that in November 2010, the Group, with the assistance of its independent legal counsel, has completed its investigations and confirmed that neither the Group, Jin Li Mould Manufacturing Pte Ltd nor any of the Groups subsidiaries had made or authorised any of the alleged payments to Apples former employee. We made an announcement through SGXNET to that effect on 8 November 2010.
Moving Forward
We have come a long way from our inception in 1993 where the Group was primarily involved in the design and fabrication of moulds for plastic components for computers and printers. Today, we have become a one-stop service provider of precision plastic injection mould and moulding solutions to global customers in consumer electronics, computer peripherals, automotive and household appliances industries with operations in Singapore, Malaysia and China. Just as once we succeeded expanding our capabilities beyond the design and fabrication of moulds, we are confident that we can once again apply our expertise and know-how in other industries, diversifying our revenue and income streams in the process. To help us gain further traction in our diversification efforts into new market segments, we have appointed Michigan Consulting Pte Ltd as our financial advisor to assist the Group to review and develop strategic options to enhance shareholders value as well as to explore merger and acquisition and strategic alliances opportunities and various fund raising options. Although the near-term economic outlook appears positive, there are still risks including inflationary pressure which is driving up business costs. The recent natural disasters in Japan, combined with the ramifications of political unrest and skyrocketing oil prices in the Middle East, could have severe consequences on the economy. Nearer to home, the tight labour market will signal higher labour expenses, further augmented by the recent changes in employer CPF contributions and foreign worker levies. For those reasons, we remain mindful of the uncertainties in the industry and their effects on our operations such as pricing pressures from the increase in raw material and labour costs as well as changes in customers demand. We will need to be vigilant and to continuously monitor the changing market conditions. We need to find ways to improve our business by targeting higher margin products and maintaining our competitiveness through increasing operational efficiencies and practising prudent cost controls.
Acknowledgements
On behalf of the Board, I would like to thank our shareholders for your understanding and confidence. While we recognise that shareholders may understandably be concerned with what has happened during the year, the Group has moved forward positively and we believe we have emerged stronger. In light of the Groups sound business performance and as an appreciation for your continued support, the Board has recommended a final dividend of 0.47 Singapore cents per share for FY2010. This proposed final dividend, if approved at the Companys forthcoming Annual General Meeting, will be paid on 27 May 2011. I would like to express my sincere thanks to our Board of Directors and Sponsor for their support and co-operation in helping me settle in into my role as the Non-Executive Chairman. I would also like to extend my deepest appreciation to our employees, customers and business partners who stood by us all these years and without whom we could not have achieved the success that we have. We look forward to your continued support.
Foo Say Tun

Non-Executive Chairman
06/07
OPERATIONS REVIEW
FINANCIAL REVIEW
Riding on the momentum of the economic recovery, the Group registered revenue of S$64.0 million for FY2010 from S$60.1 million for FY2009, a 6.6% or S$3.9 million increase. The increase in Group sales was due to increased orders from customers as they roll-out new and existing programmes. The Groups overall gross profit increased by approximately S$3.0 million or 44.6% to approximately S$9.6 million in FY2010 from approximately S$6.6 million in FY2009. Gross margins also improved to 15.0% from 11.0% on account of a change in product mix which yielded higher margins, and cost savings from relocating labour intensive production activities to lower costs manufacturing facilities. Coupled with stringent cost controls and the streamlining of production capacity, the Groups total operating expenses remained at S$6.7 million in spite of the higher revenue achieved. Consequently, the Group ended the financial year with an 8-fold increase of profit before tax to S$3.8 million in FY2010 as compared to S$0.4 million in FY2009 while net profit attributable to equity holders stood at S$2.9 million, an 847.2% increase from the previous year of S$0.3 million. On the Groups balance sheet, trade and other receivables increased to S$17.5 million, S$2.7 million or 18.3% higher than in FY2009 due to a higher amount of billings towards end of FY2010. Inventories, likewise, rose by 5.2% to S$5.2 million from S$4.9 million in FY2009 due to increased raw materials and finished goods maintained to cater for new orders from existing customers. Trade and other payables decreased to S$12.5 million in FY2010 from S$15.4 million in FY2009 mainly attributed to the settlement of trade payables in FY2010. During the financial year, the Groups total equity increased to S$25.7million compared with S$24.4 million in FY2009 due to the increase in profit during the current financial year, offset by higher foreign currency translation reserve loss arising from the appreciation of Singapore Dollar against United States Dollar in FY2010.
Cashflow wise, we achieved net cash inflow from operating activities of approximately S$5.1 million and cash equivalents of S$6.6 million as at 31 December 2010 as compared with S$5.8 million as at 31 December 2009.
SEGMENTAL REVIEW
FY2010 is a year of growth for the PPIM business. Revenue from this segment increased by approximately S$10.7 million or 24.8% to S$53.7 million in FY2010 from approximately S$43.0 million in FY2009 mainly due to increased orders from customers particularly in the consumer electronics, household appliances and computer peripherals industries. PPIM also contributed gross profit of approximately S$8.8 million in FY2010 as compared to gross profit of approximately S$7.6 million in FY2009. The increase was mainly due to cost savings achieved as production activities continued to be transferred to the Groups lower cost manufacturing sites in the PRC and Malaysia. On the other hand, revenue from the MDF business decreased by approximately S$6.7 million or 39.1% to approximately S$10.4 million in FY2010 from approximately S$17.1 million in FY2009. This is due to a change in the Groups product mix ratio between MDF and PPIM which is in line with the Groups strategic direction to shift its business focus to the higher margin PPIM segment. The product mix composition of MDF to PPIM in FY2010 is 16.2% to 83.8% compared with 28.4% to 71.6% in FY2009.
08/09
OPERATIONS REVIEW
CORPORATE REVIEW
During the year, the Group has been aggressively pursuing opportunities in new market segments which are less susceptible to consumer sentiments and which offer potential for higher returns such as in the medical equipment sector. Our diversification efforts have shown initial results with a new customer win for the supply of plastic components for medical equipment. Jubilee Manufacturing Sdn Bhd, our Malaysia manufacturing facility was awarded the ISO 13485 : 2003 certification for manufacturing of plastic injection moulded components for medical industries and the ISO 14001 : 2004 certification for tool design, fabrication and supply of precision mould and precision plastic injection moulding components for automotive and electronic industries. These will help strengthen our positioning in securing more contracts in the high growth medical equipment sector. As part of our cost-containment programme, we restructured and streamlined our manufacturing facilities to improve our operational efficiencies and margins. We completed the relocation of our labour intensive production activities in Singapore to our lower cost manufacturing facilities in Malaysia and PRC. Other costs reduction initiatives implemented in the financial year included salary reduction for the executive management team and tighter control of selling and distribution expenses. In the PRC, with rising manufacturing costs such as salaries and factory rental, the Group has observed that customers are moving inland to the western or inner parts of the PRC to source for cheaper manufacturers. As such, the Group has decided not to proceed with the acquisition of the factory land in Kunshan, Bachen District, and the relocation of its existing factory which was announced in April 2010. The Group will evaluate its expansion plans in the PRC so that they are better aligned with our longer term growth strategies.
OUTLOOK AND STRATEGIES

The outlook for both consumer electronics and household appliances continue to look promising. Global retail sales of consumer electronics devices are projected to grow 10 percent in 2011 to reach $964 billion, according to a forecast by analysts from the Consumer Electronics Association1. Demand for household appliances is also set to grow, particularly in the PRC2. Against this buoyant business environment, the Group will continue to pursue its three-pronged strategy of increasing value to our customers, diversification and costs containment. Our Singapore manufacturing facilities is now our design and technical hub which focuses on developing complex moulds and niche products. Our Malaysia and PRC manufacturing facilities will leverage on these expertise and capabilities to increase our value-add to our customers. To provide more value-added services and onestop solutions to our customers, we are also evaluating the provision of new services such as product assembly and testing capabilities. The Group will also continue its diversification efforts and is exploring opportunities with several potential customers both local and overseas in the automotive, telecommunication equipment, household appliances and medical equipment industries which is expected to increase our revenue streams. To remain competitive, the Group will continue to embark on rationalising our product mix and streamlining our operations to improve operational efficiencies by increasing product yield and reducing product rejects through process improvement. In addition, we will implement greater automation and improve our machines capabilities for better output in order to raise productivity and boost margins.
Source: 1 CEA: Consumer electronics sales could top $1 trillion, 5 January 2011, EE Times http://www.eetimes.com/electronics-news/4211891/CEA--Consumer-electronicssales-could-top--1-trillion Home Appliance Sales to See Steady Growth in 2011, 8 January 2011, Want China Times, http://www.wantchinatimes.com/news-subclass-cnt.aspx?cid=1102&Ma inCatID=11&id=20110108000020
2
10/11
FINANCIAL HIGHLIGHTS
For the year (S$000) Revenue Gross Profit Profit before income tax Net profit attributable to equity holders Operating Cashflow FY2010 64,046 9,579 3,762 2,889 5,109 FY2009 60,055 6,625 436 305 4,893 FY2008 50,829 10,838 5,461 4,875 9,644 FY2007 49,010 13,297 6,695 5,784 4,771 FY2006 38,904 5,185 580 82 2,214
As at 31 December (S$000) Total Assets Total Liabilities Total Equity Property, plant & Equipment Cash & cash equivalents
FY2010 51,146 25,430 25,716 19,483 6,619
FY2009 52,357 27,967 24,390 23,482 5,848
FY2008 46,711 25,201 21,510 22,550 2,449
FY2007 39,711 20,349 19,362 18,641 1,959
FY2006 37,413 21,431 15,982 20,861 (173)
Revenue by Segment (S$ million) l MDF l PPIM
FY2010 10.4 53.7
FY2009 17.1 43.0
FY2008 21.0 29.8
FY2007 23.9 25.1
FY2006 14.9 24.0
16.2% 28.4% 41.4% 48.8% 38.2%
FY2010
FY2009
FY2008
FY2007
FY2006
71.6% 83.8%
58.6%
51.2%
61.8%
STRATEGIC LOCATIONS
SINGAPORE
Headquartered in Singapore, the Group started operations in 1993 in a 100 sq m factory with five employees and five mould fabrication machines. Currently, our facility occupies a factory area of 4,352 sq m with 198 staff and is well equipped with 27 PPIM and 21 MDF machines. Our Singapore headquarters is now our design and technical hub, focusing on complex moulds and niche products requiring superior finishing and higher cosmetic features. Our Malaysia and PRC manufacturing facilities will leverage on these expertise and capabilities to increase our value-add to our customers.
PRC
Malaysia Singapore
MALAYSIA
Commenced operations in 2008 with a production facility of 1,083 sq m in Johor Bahru, the plant has since expanded its computer numeric control capabilities with additional machines and is now equipped with 33 PPIM and 61 MDF machines in a 6,047 sq m facility with 117 staff.
PRC
In year 2003, we expanded our business into the PRC with staff strength of 30 and a production facility of 2,400 sq m. Today, the plant has more than quadrupled its area to 10,624 sq m with 665 staff and is equipped with 109 PPIM and 41 MDF machines.
12/13
BOARD OF DIRECTORS
Mr Foo Say Tun was appointed as our Independent Non-Executive Chairman on 24 August
2010. On 18 March 2011, Mr Foo was also appointed as Chairman of the Remuneration Committee and a member of Audit and Nominating Committees. Mr Foo is a partner of Messrs Wee, Tay & Lim, where he practices in the Litigation Department, primarily in the areas of civil and commercial litigation. Prior to his current practice, Mr Foo was a litigation lawyer at Messrs David Lim & Partners from 1994 to 1998, and Messrs Lim Seong Chun & Co in Ipoh from 1991 to 1994. He is a member of the Disciplinary Committee that presides over cases against lawyers for misconduct under the Legal Profession Act, and has been an instructor with the Board of Legal Education which runs the Postgraduate Practical Law Course since 2003. Mr Foo graduated from the University of East Anglia in England in 1990 with an LLB (Hons) degree and was then admitted to the Bar of England & Wales as a barrister-at-law in 1991. He gained admission as an Advocate & Solicitor of the High Court of Malaya in 1992 and was admitted to the Singapore Bar in 1995. Mr Foos present directorships in other listed companies include Fu Yu Corporation Limited, Qingmei Group Holdings Limited and Sino Techfibre Limited.
Mr Ng Boon Leng is our CEO and Executive Director, and was appointed to our Board on 9
June 2009. He first joined our Group in 2004. He is responsible for developing and implementing marketing strategies and business future plans and prospects and oversees our Groups business and marketing operations. In addition, Mr Ng is active in building up our Groups reputation and fostering close relationships with the contract manufacturers and OEMs in the PRC market. He has over 20 years of experience in the plastic components industry, of which over 10 years was in a managerial capacity. Prior to joining us, he had over 14 years of managerial and operational experience in the plastic and metal components industry with Emerson Process Management, Apple Computer, Inc, Natsteel Electronics Ltd, and Hewlett Packard (S) Pte Ltd. Mr Ng holds a Bachelor of Business in Transport & Logistic Management Degree from the Royal Melbourne Institute of Technology, Australia, as well as a Graduate Diploma in Business Administration from the Singapore Institute of Management.
Mr Chua Kim Guan is our Non-Executive Director and founding shareholder. He has been
instrumental in the growth and development of our Group. Mr Chua has more than 25 years of technical and management experience in the plastic injection moulding industry. Prior to incorporation of Jin Li Mould in 1993, Mr Chua held the post of Tool Supervisor in various mould manufacturing companies such as Jubilee Mould Sdn Bhd and Li Xin Mould Manufacturing Pte Ltd. Mr Chuas highest education attained is secondary level education.
Mr Tan Soon Liang was appointed as our Non-Executive Director on 9 June 2009. Mr Tan
is a member of the Audit, Remuneration and Nominating Committees. Mr Tan is Managing Director of Ti Investment Holdings Pte Ltd and Ti Ventures Pte Ltd which are both private equity and corporate advisory firm respectively focusing on investing and partnering with entrepreneurial companies across Asia to enhance enterprise value. He is also currently the corporate advisor of Wah Loon Electrical Engineering Pte Ltd, a leading M&E engineering company ranked number 10 at 2010 Enterprise 50 Award. Prior to founding Ti Investment Holdings Pte Ltd and Ti Ventures Pte Ltd, Mr Tan has accumulated over 10 years of experience in the banking and finance industry, particularly in the field of private equity, corporate finance, entrepreneurial finance, strategy advisory and corporate planning. He held senior positions including Head of Business Advisory at BDO Raffles Advisory Pte Ltd which he is responsible for origination and execution of pre-IPO, mergers and acquisition and growth advisory mandates and Associate Director at Sirius Venture Consulting Pte Ltd which he was involved in private equity investments and strategy consulting for SMEs. He had also founded T2 Global Pte Ltd and worked as financial consultant at AIA Company Ltd after holding managerial roles at JP Morgan & Co Inc and DBS Bank Group. Mr Tan graduated from Nanyang Technological University with a Bachelor of Business (Honours) Degree majoring in Financial Analysis and obtained a Master of Business Administration Degree from the University of Hull, United Kingdom. Mr Tan is also a CFA charterholder and member of CFA Institute.
14/15
BOARD OF DIRECTORS
(CONTINUED)
Mr Khoo Boo Teck RandolpH was appointed as our Independent Director on 9 June
2009. Mr Khoo is the Chairman of the Nominating Committee and a member of the Audit and Remuneration Committees. Mr Khoo is currently a director of Drew & Napier LLC, a corporation of advocates and solicitors, and co-heads its China Dispute Resolution Practice Group. Mr Khoo commenced his legal career with Drew & Napier. He is an advocate and solicitor of the Supreme Court of Singapore, a Notary Public and a Commissioner for Oaths. He served on the Advocacy Committee of the Law Society of Singapore and he was also an Ad-hoc Adjunct Tutor for the Faculty of Law, National University of Singapore from 1995 to 2001. Mr Khoo graduated with a degree in law from the National University of Singapore in 1989. He is a Fellow of the Singapore Institute of Arbitrators and the Chartered Institute of Arbitrators as well as a member of the International Bar Association, Society of International Law (Singapore), Law Society of Singapore and the Singapore Academy of Law.
Mr Pao Kiew Tee was appointed as our Independent Director on 9 June 2009. Mr Pao is the
Chairman of the Audit Committee and a member of the Remuneration and Nominating Committees. Mr Pao is a Senior Government Auditor currently holding the position of Senior Group Audit Director, where he is responsible for leading teams in the audit of financial statements and operation audits of Government ministries and statutory boards. Since 1979, he has been a Government Auditor, first as an Audit Senior and rose through the ranks to become Assistant Director, Director and currently Senior Group Audit Director. Prior to joining the Singapore Government, Mr Pao was with an accounting firm in New Zealand between 1977 and 1978. From graduation in 1974 to 1977, Mr Pao worked for the Commercial Bank of Australia in New Zealand. Mr Pao holds a Bachelor of Commerce (Accounting) degree granted by University of Otago, Dunedin, New Zealand in 1974 and a Diploma in Banking granted by New Zealand Institute of Banks in 1977. He is a Chartered Secretary and Administrator of United Kingdom and a fellow of the Institute of Certified Public Accountants of Singapore. He is also currently an Independent Director of Communication Design International Limited and the Honorary Secretary of the Serangoon Gardens Country Club.
EXECUTIVE OFFICERS
Mr Han Yee Yen was appointed as our Chief Financial Officer on 30 November 2010. His
responsibilities include the full spectrum of the finance and accounting functions as well as budgeting, forecasting, managing the regional cash flow and treasury function, taxation matters and ensuring compliance of statutory audit requirements for the Group. Mr Han has more than 30 years of experience in accounting and finance fields for various industries and business environment. Prior to joining our Group, he was the Group Financial Controller of Asian Micro Holdings Limited. Mr Han is a Fellow of the Institute of Certified Public Accountants of Singapore and holds a Bachelor Degree in Commerce (Accountancy) from Nanyang University of Singapore.
Mr Ng Wee Tong joined us as the Operations Director of EMolding Plastics Industries Pte Ltd
(EMold Plastics) in August 2004 and is currently the Singapore Operations Director of our Company since November 2008 and is responsible for managing the day to day operations of the moulding and tool making operations of our Singapore plant, namely EMold Plastics and Jin Li Mould Manufacturing Pte. Ltd. He is also in charge of improving current process flows and effectiveness of project and supply chain management. Prior to joining us, Mr Ng was the Manufacturing Manager at Omni Industries Limited where he was responsible for managing a plant in Malaysia. Prior to that, he was a Product and Tool Designer in Metro Plastics Industry Pte. Ltd. Mr Ng holds a Diploma in Production Engineering (Tool and Mould Design) granted by the German Singapore Institute.
16/17
EXECUTIVE OFFICERS
(CONTINUED)
Mr Chee Kum Wah Daniel joined us as the Operations Director of EMold Kunshan in
March 2006. Since October 2010, he has been the Malaysia Operations Director of our subsidiary, Jubilee Manufacturing Sdn Bhd. Mr Chee is responsible for managing the moulding and tool making operations and the cost effectiveness of tooling, moulding and assembly processes of our productions in Malaysia. He further takes charge of improving current process flows and effectiveness of project and supply chain management. Prior to joining us, Mr Chee had worked six years in Omni Industries Limited as an Operations Manager, supervising the day to day operations, sales and tool management. He was also responsible for the strategic relocation of the entire mould making operations of Omni Industries Limited from Singapore to Shanghai. Mr Chee also had experience as an Operations and Corporate Project Manager in Lixin Mould Manufacturing Pte Ltd for five years, where his duties included overseeing, planning, organizing and managing staff to streamline work processes in the company so as to boost productivity.
MR NG CHENG HENG joined us as the Operations Director of EMold Manufacturing (Kunshan)

Co. Ltd. in November 2010 and is responsible for managing day to day operations of the moulding and tool making operations of our China subsidiary. Mr Ng has more than 20 years of experience in the area of plastic tooling, moulding and assembly. Prior to joining us, Mr Ng was a Regional Director (China Operations) for Eminent Group Pte Ltd for five years where he oversaw the business operations of two China plants. Mr Ng has also spent 10 years as a Sales Development Director with Dynamic Colours Pte Ltd. Mr Ng holds an Advanced Diploma in Plastics Technology from Singapore Polytechnic.
Corporate Governance Report
INTRODUCTION The board of directors (Board) and the management of JLJ Holdings Limited (the Company) are committed to achieving a high standard of corporate governance within the Company and its subsidiaries (the Group). Underlying this commitment is the belief that good corporate governance will help to enhance corporate performance and protect the interest of the Companys shareholders (the Shareholders). In this respect, the Company adopts the practices based on the Singapore Code of Corporate Governance 2005 (the Code) prescribed by the Singapore Exchange Securities Trading Limited (the SGX-ST). This report outlines the Companys corporate governance practices for the nancial year ended 31 December 2010 (FY2010) with specic reference to the Code issued by the Corporate Governance Committee. For easy reference, sections of the Code under discussion are specically identied. However, this Report should be read as a whole as other sections of this report may also have an impact on the specic disclosures. The Company has complied with the principles of the Code where appropriate.
BOARD MATTERS The Boards Conduct of its Affairs The Boards primary role is to protect Shareholders interests and enhance long-term Shareholders value. It sets the overall strategy for the Group and supervises the management. To fulll this role, the Board is responsible for setting the strategic direction for the Group, establishing goals for management and monitoring the achievement of these goals. Apart from its statutory responsibilities, the Boards principal functions include the following: (i) (ii) (iii) (iv) (v) (vi) approving the Groups corporate and strategic directions; approving annual reports, periodic nancial results announcements and accounts; ensuring management leadership of high quality, effectiveness and integrity; approving annual budgets, investment proposals; appointing key personnel; reviewing nancial performance and implementing nancial policies which incorporate risk management, internal controls and reporting compliance; and assuming responsibility for corporate governance framework of the Company.
(vii)
To assist in the execution of its responsibilities, the Board is supported by the Nominating Committee, Remuneration Committee and Audit Committee. These committees operate within clearly dened terms of reference and functional procedures, which are reviewed from time to time and endorsed by the Board. As at 31 December 2010, the Audit Committee, the Remuneration Committee and the Nominating Committee each comprised entirely of Non-Executive Directors. Board meetings are held on a regular basis to oversee the business affairs of the Group and approve any nancial or business strategies or objectives. Additional Board meetings and Committee meetings were held in the month of August 2010 to deliberate on the indictment and civil suit claimed by Apple Inc. against its former employee, Paul Shin Devine (Apple Claim). Jin Li Mould Manufacturing Pte Ltd, the wholly-owned subsidiary of the Company, had been mentioned in the indictment and civil suit. Board and the Committee meetings were held frequently specically for the discussion on matter relating to the Apple Claim. Such meetings include monthly Board meetings for the review of monthly nancial statements of the Group (AdHoc Meetings). Telephonic attendance and conference via audio communication at Board meetings are allowed under the Companys Articles of Association.
18/19
Besides the Ad-Hoc Meetings, details of the number of regular Board and Committee meetings held during the nancial year under review and the attendance of each Board member at those meetings are as follows: Remuneration Committee No. of No. of meetings meetings held attended N.A. N.A. 1 1* 1 1* 1 1 1 1 1 1 Nominating Committee No. of No. of meetings meetings held attended N.A. N.A. 2 1* 2 1* 2 2 2 2 2 2
Name
Mr Mr Mr Mr Mr Mr
(1)
Foo Say Tun (1) Chua Kim Guan Ng Boon Leng Tan Soon Liang Khoo Boo Teck Randolph Pao Kiew Tee
Board No. of No. of meetings meetings held attended N.A N.A 2 2 2 2 2 2 2 2 2 2
Audit Committee No. of No. of meetings meetings held attended N.A. N.A. 2 2* 2 2* 2 2 2 2 2 2
Appointed as a Director and Chairman of the Board on 24 August 2010. He was also appointed as Chairman of Remuneration Committee and a member of Audit Committee and Nominating Committee on 18 March 2011. Attendance by invitation of the Committee.
New Directors appointed to the Board are given an orientation to the Groups operational facilities and meet up with senior management to provide background information about the Groups history and business operations. In addition, the Board is provided with regular updates with respect to new laws and regulations in order to adapt to the changing commercial risks relating to the business and operations of the Group. Principle 2: Board Composition and Balance
The Board currently has six members, comprising three Independent Directors, two Non-Executive Directors and one Executive Director. As at the date of this report, the Board comprises the following members: Mr Foo Say Tun Mr Mr Mr Mr Mr Ng Boon Leng Chua Kim Guan* Tan Soon Liang Khoo Boo Teck Randolph Pao Kiew Tee Non-Executive Chairman and Independent Director (appointed with effect from 24 August 2010) Executive Director & CEO Non-Executive Director Non-Executive Director Independent Director Independent Director
*Mr Chua Kim Guan voluntarily relinquished all executive duties in the Company on 19 August 2010 in order to facilitate the impartial review of all activities relating to the Apple Claim. In this connection and for the time being, Mr Chua Kim Guan has been re-designated as Non-Executive Director of the Company. The Board is of the opinion that its current size and composition is appropriate for decision making, taking into account the scope and nature of the operations of the Group. With three out of six members of the Board being independent, the Company maintains a satisfactory independent element on the Board. The requirement of the Code that at least one third of the Board comprises Independent Directors is satised. The Nominating Committee (NC) is satised that the Board has the appropriate mix of expertise and experience, and collectively possesses the necessary core competencies for effective functioning and informed decision-making. The Independent Directors have conrmed that they do not have any relationship with the Company or its related companies or its ofcers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors independent business judgment with a view to the best interests of the Company. The NC has reviewed and determined that the said Directors are independent.
The Board has ve Non-Executive Directors (including three Independent Directors) who endeavour to constructively challenge and help develop proposals on strategy and to review the performance of management in meeting goals and objectives. To facilitate a more effective check on management, the Non-Executive Directors may meet without the presence of management. Key information of directors is set out in pages 12 to 14 of this Annual Report. Principle 3: Chairman and Chief Executive Ofcer
As part of the Companys continuous effort to strengthen corporate governance, the roles of the Board Chairman and the Chief Executive Ofcer (CEO) are assumed by separate persons. Mr Foo Say Tun, an Independent Director is the Non-Executive Chairman while Mr Ng Boon Leng, an Executive Director, is the CEO. There is a clear separation of the roles and responsibilities of the Chairman and the CEO. This is to ensure appropriate balance of power and authority, accountability and decision making. The Chairman and the CEO are not related to each other. The CEO is responsible for the day-to-day management of the affairs of the Group. He takes a leading role in developing and expanding the businesses of the Group and ensures that the Board is kept updated and informed of the Groups business. The Chairmans responsibilities include: (i) scheduling meetings and leading the Board to ensure its effectiveness and approving the agenda of Board meetings in consultation with the CEO; reviewing key proposals and Board papers before they are presented to the Board and ensuring that Board members are provided with accurate and timely information; ensuring that Board members engage management in constructive debate on various matters including strategic issues and business planning processes; and promoting high standards of corporate governance.
(ii)
(iii)
(iv)
BOARD COMMITTEES Nominating Committee Principle 4: Principle 5: Board Membership Board Performance
As at the date of this report, the NC comprises the following Directors, the majority of whom, including the Chairman, are independent: Mr Mr Mr Mr Khoo Boo Teck Randolph Pao Kiew Tee Tan Soon Liang Foo Say Tun Independent Director Independent Director Non-Executive Director Independent Director (Chairman) (Member) (Member) (Member)
(1)
The Chairman of the NC is not directly associated with a substantial shareholder of the Company.
(1)
A director will be considered directly associated to a substantial shareholder when the director is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder.
The principal functions of the NC under its written terms of reference include the following: (i) making recommendations to the Board on all Board appointments taking into account the Directors contribution and performance; reviewing the Board structure, size and composition, having regard to the principles of corporate governance and the Code;
(ii)
20/21
(iii) (iv) (v) (vi)
identifying and nominating candidates for the approval of the Board to ll vacancies in the Board as and when they arise; determining, on an annual basis, whether a Director is independent based on the circumstances set forth in the Code; recommending Directors who are retiring by rotation to be put up for re-election; deciding whether or not a Director is able to carry out and has been adequately carrying out his duties as a Director of the Company, particularly when he has multiple board representations; and assessing annually the effectiveness of the Board as a whole and the contribution of each individual Director to the effectiveness of the Board.
(vii)
Where a vacancy arises under any circumstances, or where it is considered that the Board could benet from the services of a new director with particular skills, the NC, in consultation with the Board determines the selection criteria and selects candidates with the appropriate expertise and experience for the position. The NC will evaluate the capabilities of the candidates in areas of academic and professional qualications, knowledge and experiences in relation to the business of the Group. None of our Directors is appointed for a xed term. Pursuant to the Companys Articles of Association, all Directors must submit themselves for re-election at the annual general meeting at least once every three years and all Directors appointed during the year shall retire at the next annual general meeting. Retiring Directors are eligible for re-election. The NC had recommended to the Board that Mr Foo Say Tun who is due for retirement under Article 88 of the Companys Articles of Association, Mr Ng Boon Leng and Mr Khoo Boo Teck Randolph who are due for retirement under Article 89 of the Companys Articles of Association, be nominated for re-appointment at the forthcoming Annual General Meeting (AGM). Mr Khoo Boo Teck Randolph has notied the NC that he does not intend to seek re-election at the forthcoming AGM. The NC has accepted his retirement and the Board has accordingly accepted the same. In making the recommendation, the NC had considered the Directors overall contributions and performance. The NC is also responsible for determining annually, the independence of the Directors. In its annual review, the NC, having considered the guidelines set out in the Code, is of the view that Mr Foo Say Tun, Mr Pao Kiew Tee and Mr Khoo Boo Teck Randolph, are independent. The NC is satised that sufcient time and attention are being given by the Directors to the affairs of the Company as none of the Directors hold more than 5 directorships in listed companies. The NC has an annual Board performance evaluation to assess the effectiveness of the Board as a whole and a self assessment and peer assessment evaluation to assess the contribution of each Director to the effectiveness of the Board by having each Director to complete a questionnaire each in respect of himself and his peers. The ndings are analysed and discussed with a view to implementing any recommendation to enhance the effectiveness of the Board. For FY2010, the NC, in assessing the contribution of each Director, had considered each Directors attendance and participation at Board and Committee Meetings, his qualication, experience and expertise and the time and effort dedicated to the Groups business and affairs including the managements access to the Directors for guidance or exchange of views as and when necessary. In assessing the effectiveness of the Board as a whole, both quantitative and qualitative criteria are considered. The NC has assessed the current Boards performance to-date and is of the view that the performance of the Board as a whole was satisfactory. Although some of the Board members have multiple board representations, the NC is satised that sufcient time and attention has been given by the Directors to the Group. Principle 6: Access to Information
The Company recognises the importance of continual dissemination of relevant information which is explicit, accurate, timely and vital to the Board in carrying out its duties. As such, the Board expects the management to report the Companys progress and drawbacks in meeting its strategic business objectives or nancial targets and other information relevant to the strategic issues encountered by the Company in a timely and accurate manner.
In exercising its duties, the Board has unrestricted access to the Companys management, Company Secretaries and the external auditors. The Company Secretaries attend all Board meetings and ensures that all Board procedures are followed. The Company Secretaries also ensure that the Company complies with the requirements of the Companies Act Chapter 50 of Singapore (the Companies Act) and the Listing Manual Section B: Rules of Catalist of the SGX-ST (the Catalist Rules). Each Director has the right to seek independent legal and other professional advice as and when necessary to enable him to discharge his responsibilities effectively, the cost of such professional advice will be borne by the Company.
Remuneration Committee (RC) Principle 7: Principle 8: Principle 9: Procedures for Developing Remuneration Policies Level and Mix of Remuneration Disclosure on Remuneration
As at the date of this report, the RC comprises entirely Non-Executive Directors, three of whom including the Chairman, are independent:Mr Mr Mr Mr Foo Say Tun Pao Kiew Tee Khoo Boo Teck Randolph Tan Soon Liang Independent Director Independent Director Independent Director Non Executive Director (Chairman) (Member) (Member) (Member)
The role of the RC is to review and recommend to the Board a framework of remuneration of the Board and key executives of the Group, including but not limited to directors fees, salaries, allowances, bonuses, share options and benets-in-kind. The RCs recommendations are submitted for endorsement by the Board. The Directors are not involved in the discussion and in deciding their own remuneration. The Executive Directors (including Mr Chua Kim Guan who is currently the Non-Executive Director) do not receive directors fees. The remuneration package adopted for the Executive Directors is as per service contract entered into between the respective Director and the Company. The remuneration policy for Executive Directors consists of xed amounts in cash and annual variable incentive. The annual variable incentive is payable on the achievement of individual and corporate performance targets. In setting remuneration packages, the Company takes into account pay and employment conditions within the same industry and in comparable companies, as well as the Groups relative performance and the performance of individual directors. The Non-Executive Directors (excluding Mr Chua Kim Guan) receive directors fees in accordance with their contribution, taking into account factors such as effort and time spent, responsibilities of the directors and the need to pay competitive fees to attract, motivate and retain such non-executive Directors. Directors fees are recommended by the Board for approval by the Shareholders at the Companys annual general meeting. On 10 June 2009, the Company entered into separate services agreements with Mr Chua Kim Guan and Mr Ng Boon Leng, for an initial period of two (2) years each (the Initial Term) respectively, commencing from the date of admission of the Company to Catalist of the SGX-ST, subject to automatic renewal for a further two (2) years term each on the same terms and conditions upon the expiry thereof. During the Initial Term, the parities may terminate the respective service agreement by either party giving to the other not less than six (6) months notice in writing. In connection with the Apple Claim and the relinquishment of Mr Chua Kim Guan of all his executive duties, the Company entered into a revised service agreement for a period of two (2) years with Mr Chua Kim Guan governing his remuneration package as Non-Executive Director of the Company including termination clauses that the parties may terminate the said service agreement by either party giving to the other not less than six (6) months notice in writing. The said service agreement is subject to automatic renewal for a further two (2) years terms on the same term and conditions upon the expiry thereof. Our Group has also previously entered into various letters of employment with all of its executive ofcers. Such letters typically provide for the salaries payable to the key executives, their working hours, medical benets, ground of termination and certain restrictive covenants.
22/23
A summary of each Directors remuneration payable for FY2010 is shown below: Remuneration Band and Name of Director Incentive bonus & other benets %
Directors Fees %
Salary %
Total %
S$250,000 to S$499,999 Chua Kim Guan Below S$250,000 Ng Boon Leng 1 Tan Soon Liang 1 Pao Kiew Tee 1 Khoo Boo Teck Randolph 1 Foo Say Tun
1
nil
100
100
nil 100 100 100 100
100
100 100 100 100 100
Subject to approval as a lump sum payment at the forthcoming AGM.
Key Executives The Companys staff remuneration policy is based on the individuals rank and role, his individual performance, Companys performance and industry benchmarking gathered from companies in comparable industries. The remuneration of the top ve executives of the Group for FY2010 is shown in the following bands: Remuneration Band and Name of Executive Ofcer Incentive bonus & other benets %
Salary %
Total %
Below S$250,000 Choi Swee Weng (resigned on 30/11/2010) Han Yee Yen (appointed on 30/11/2010) Ng Wee Tong Chee Kum Wah Daniel Ng Cheng Heng (appointed on 8/11/2010)
100 91 91 98 91
9 9 2 9
100 100 100 100 100
There is no immediate family member of the Directors in employment with the Company whose remuneration exceeds S$150,000 during FY2010. The Company does not have any employee share option scheme for FY2010. Audit Committee (AC) Principle 10: Accountability The Board is accountable to the Shareholders while the management is accountable to the Board. The management of the Company provides the Board with balanced and easily understood management accounts of the Companys performance, position and prospects on a regular basis. Shareholders are provided with detailed analysis, explanation and assessment of the Groups nancial position and prospect by issuing the Companys annual reports and public announcements of nancial results on a half yearly basis and disclosure of other relevant information of the Company.
Principle 11: Audit Committee (AC) As at the date of this report, the AC comprises all Non-Executive Directors, of which all are independent except for Mr Tan Soon Liang: Mr Mr Mr Mr Pao Kiew Tee Khoo Boo Teck Randolph Tan Soon Liang Foo Say Tun Independent Director Independent Director Non-Executive Director Independent Director (Chairman) (Member) (Member) (Member)
The AC carried out its functions in accordance with Section 201B (5) of the Companies Act. In performing those functions, the AC carried out the following: (a) reviewing the scope and results of the audit undertaken by the external auditors to ensure that there is a balance between maintenance of their objectivity and cost effectiveness; reviewing the internal audit plans, the scope and results of internal audit procedures with the internal auditor; reviewing with the external auditors the effectiveness of the Groups material internal controls, including nancial operational and compliance controls and risk management; reviewing the nancial statements and other announcements to Shareholders and the SGX-ST, prior to submission to the Board; conducting investigation into any matter within the ACs scope of responsibility and review any signicant ndings of investigations; assessing the independence and objectivity of the external auditors; recommending to the Board on the appointment or re-appointment of external auditors; reviewing the assistance given by the Companys ofcers to the external auditors; and reviewing transactions falling within the scope of Chapter 9 of the Catalist Rules.
(b) (c)
(d)
(e)
(f) (g) (h) (i)
The AC also has explicit authority to investigate any matters within its terms of reference, full access to and cooperation by management and full discretion to invite any director or executive ofcer to attend its meetings and reasonable resources to enable it to discharge its functions properly. In performing its functions, the AC meets the external auditors and internal auditors, without the presence of the management, at least once a year to review the overall scope of both internal and external audits, and the assistance given by the management to the auditors. The AC has reasonable resources to enable it to discharge its function properly. The Audit Committee is satised with the independence and objectivity of the external auditor and has recommended to the Board that Nexia TS Public Accounting Corporation, be nominated for re-appointment as external auditors at the forthcoming AGM of the Company. Principle 12: Internal Controls Principle 13: Internal Audit The internal audit function of the Company has been outsourced to an independent accounting and auditing rm, Stone Forest Consulting Pte Ltd. The internal auditors report to the AC on audit matters and also to the Chief Financial Ofcer for administrative matters. The internal audit plan is approved by the AC and the results of the audit ndings are submitted to the AC for its review in its meeting.
24/25
The internal and external auditors have conducted an annual review in accordance with their audit plans, of the effectiveness of the Companys material internal controls, including nancial, operational and compliance controls, and risk management. Any material non-compliance or failures in internal controls and recommendations for improvements were reported to the AC. The AC has also reviewed the effectiveness of the actions taken by management on the recommendations made by the internal and external auditors in this respect for FY2010. The Board believes that, in the absence of any evidence to the contrary, the system of internal controls maintained by the management that was in place throughout the nancial year under review and up to the date of this report, provides reasonable, but not absolute, assurance against material nancial misstatements or losses, and include the safeguarding of assets, the maintenance of proper accounting records, the reliability of nancial information, compliance with appropriate legislation, and the identication and containment of business risks. The AC is satised that the internal audit is adequately resourced and has the appropriate standing within the Group. The Board recognises the importance of maintaining a system of internal control processes to safeguard Shareholders investments and the Groups business and assets. The Board notes that no system of internal control could provide absolute assurance against the occurrence of material errors, poor judgment in decision-making, human errors, losses, fraud or other irregularities. As of the date of this report, the management of the Company is in the process of preparing the Whistle Blowing Policy for ACs review and approval. Principle 14: Communication with Shareholders Principle 15: Greater Shareholder Participation The Board is mindful of the obligation to provide regular, effective and fair communication with the Shareholders. Information is communicated to the Shareholders on a timely basis. The Companys annual report is sent to all Shareholders and is available to other investors on request and is accessible at the Companys website. The Board welcomes the views of Shareholders on matters affecting the Company, whether at Shareholders meetings or on an ad hoc basis. Shareholders are informed of Shareholders meetings through notices published in the newspapers and reports and/or circulars sent to all Shareholders. Each item of special business included in the notice of the meeting is accompanied by an explanation for the resolution to be passed. Separate resolutions are proposed for substantially separate issues at the meeting. The Chairmen of the Audit, Remuneration and Nominating Committees will be available at the meeting to answer questions relating to the work of these committees. The external auditors will also be present to assist the Directors in addressing any relevant queries by Shareholders. The Articles of Association of the Company allow members of the Company to appoint proxies to attend and vote on their behalf. The Company ensures that there are separate resolutions at general meetings on each distinct issue.
Risk Management The Group does not have a Risk Management Committee. However, the management regularly reviews the Companys business and operational activities to identify areas of signicant business risks as well as appropriate measures to control and mitigate these risks. The management reviews all signicant control policies and procedures and highlights all signicant matters to the Board and the AC. [The details of the Groups nancial and business risks can be found on pages 58 to 63 of this Annual Report.]
Dealings In Securities The Company has adopted as its own internal compliance code and the best practices guide in Rule 1204(18) of the Catalist Rules with regard to dealing in the Companys securities by the directors and ofcers. Directors, management and ofcers of the Group who have access to price-sensitive, nancial or condential information are prohibited from dealing in the Companys securities during the periods commencing one month before the half-year and full-year nancial results and ending on the day of the announcement, or when they are in possession of unpublished price-sensitive information on the Group. In addition, Directors, management and ofcers of the Group are also discouraged from dealing in the Companys shares on short-term considerations.
INTERESTED PERSON TRANSACTIONS The Group has established procedures to ensure that all transactions with interested persons are reported to the AC in a timely manner and that the transactions are carried out on normal commercial terms and not prejudicial to the interests of the Company and its minority Shareholders. The Board and the AC will review all interested person transactions to be entered to ensure that the relevant rules under Chapter 9 of the Catalist Rules are complied with. The Company conrms that there were no interested person transactions of S$100,000 or more for the nancial year under review.
MATERIAL CONTRACTS Save for the service agreements between the Non-Executive Director, Mr Chua Kim Guan and the Company, and the Executive Director, Mr Ng Boon Leng and the Company, there were no material contracts of the Company or its subsidiaries involving the interest of any Director or controlling shareholder subsisting as at 31 December 2010 or if not then subsisting, entered into since the end of the previous year.
NON-SPONSOR FEES There were no non-sponsor fees paid to the Sponsor, PrimePartners Corporate Finance Pte. Ltd. for the nancial year under review.
NON-AUDIT FEES There were no non-audit fees paid to the external auditors for the nancial year under review.
USE OF PROCEEDS Pursuant to its initial public offering (IPO), the Company issued 16,000,000 new ordinary shares at S$0.27 each. The Company had utilised all of the net IPO Proceeds comprising S$1.5 million for the acquisition of machineries and S$1.3 million for working capital requirements. The details are as follows: Amount utilised as at 31 December 2010 S$000 1,500 1,296 2,796 Balance Amount S$000
Intended use as per Offer Document Acquisition of machineries Working capital purposes Total
Amount Allocated S$000 1,500 1,296 2,796
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Directors Report
For the nancial year ended 31 December 2010
The directors present their report to the members together with the audited nancial statements of the Group for the nancial year ended 31 December 2010 and the balance sheet of the Company as at 31 December 2010.
Directors The directors of the Company in ofce at the date of this report are as follows: Chua Kim Guan Ng Boon Leng Pao Kiew Tee Khoo Boo Teck Randolph Tan Soon Liang Foo Say Tun
(appointed on 24 August 2010)
Arrangements to enable directors to acquire shares and debentures Neither at the end of nor at any time during the nancial year was the Company a party to any arrangements whose object was to enable the directors of the Company to acquire benets by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
Directors interest in shares or debentures According to the register of directors shareholdings, none of the directors holding ofce at the end of the nancial year had any interest in the shares and debentures of the Company or its related corporation, except as follows: Holdings registered in the name of director or nominee As at As at 31.12.2010 31.12.2009 Holdings in which director is deemed to have an interest As at As at 31.12.2010 31.12.2009
The Company (Numbers of ordinary shares) Chua Kim Guan Ng Boon Leng Tan Soon Liang
72,857,997 10,370,370 1,471,026
82,857,997 10,370,370 2,471,026
7,000,000
7,000,000
The directors interests in the ordinary shares of the Company as at 21 January 2011 were the same as those as at 31 December 2010. By virtue of section 7 of the Companies Act, Cap 50, Chua Kim Guan is deemed to have interests in the shares of all the Companys subsidiaries at the end of the nancial year.
Directors contractual benets Since the end of the previous nancial year, no director has received or become entitled to receive a benet by reason of a contract made by the Company or a related corporation with the director or with a rm of which he is a member or with a company in which he has a substantial nancial interest, except as disclosed in the accompanying nancial statements and in this report.
Directors Report
Share options During the nancial year, there were:(i) (ii) no options granted by the Company to any person to take up unissued shares of the Company or its subsidiaries; and no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.
At the end of the nancial year, there were no unissued shares of the Company under option.
Audit Committee (AC) The members of the Audit Committee at the end of the nancial year were as follows: Pao Kiew Tee (Chairman) Khoo Boo Teck Randolph Tan Soon Liang Foo Say Tun As at the date of this report, the AC comprises all Non-Executive Directors, of which all are independent except for Mr Tan Soon Liang. The AC carried out its functions in accordance with Section 201B (5) of the Companies Act. In performing those functions, the AC carried out the following: reviewing the scope and results of the audit undertaken by the external auditors to ensure that there is a balance between maintenance of their objectivity and cost effectiveness; reviewing the internal audit plans, the scope and results of internal audit procedures with the internal auditor; reviewing with the external auditors the effectiveness of the Groups material internal controls, including nancial operational and compliance controls and risk management; reviewing the nancial statements and other announcements to Shareholders and the SGX-ST, prior to submission to the Board; conducting investigation into any matter within the ACs scope of responsibility and review any signicant ndings of investigations; assessing the independence and objectivity of the external auditors; recommending to the Board on the appointment or re-appointment of external auditors; reviewing the assistance given by the Companys ofcers to the external auditors; and reviewing transactions falling within the scope of Chapter 9 of the Catalist Rules.
The AC also has explicit authority to investigate any matters within its terms of reference, full access to and cooperation by management and full discretion to invite any director or executive ofcer to attend its meetings and reasonable resources to enable it to discharge its functions properly. In performing its functions, the AC meets the external auditors and internal auditors, without the presence of the management, at least once a year to review the overall scope of both internal and external audits, and the assistance given by the management to the auditors. The AC has reasonable resources to enable it to discharge its functions properly.
28/29
Directors Report
Audit Committee (Contd) The Audit Committee is satised with the independence and objectivity of the external auditor and has recommended to the Board that Nexia TS Public Accounting Corporation, be nominated for re-appointment as external auditors at the forthcoming Annual General Meeting of the Company.
Independent Auditor The independent auditor, Nexia TS Public Accounting Corporation, has expressed its willingness to accept re-appointment.
On behalf of the directors
Ng Boon Leng Director
Chua Kim Guan Director
28 March 2011
Statement by Directors
In the opinion of the directors, (a) the balance sheet of the Company and the consolidated nancial statements of the Group as set out on pages 31 to 64 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2010 and of the results of the business, changes in equity and cash ows of the Group for the nancial 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.
(b)
The Board of Directors has, on the date of this statement, authorised these nancial statements for issue.
On behalf of the directors
Ng Boon Leng Director
Chua Kim Guan Director
28 March 2011
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Independent Auditor's Report

To the Members of JLJ Holdings Limited
Report on the Financial Statements We have audited the accompanying nancial statements of JLJ Holdings Limited (the Company) and its subsidiaries (the Group) set out on pages 31 to 64, which comprise the consolidated balance sheet of the Group and the balance sheet of the Company as at 31 December 2010, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash ows of the Group for the nancial year then ended, and a summary of signicant accounting policies and other explanatory information. Managements Responsibility for the Financial Statements Management is responsible for the preparation of nancial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act (the Act) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufcient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition, that transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair prot and loss accounts and balance sheets and to maintain accountability of assets. Auditors Responsibility Our responsibility is to express an opinion on these nancial 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 about whether the nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entitys preparation of nancial statements that give a true and fair view 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 entitys internal controls. 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 nancial statements. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated nancial statements of the Group and the balance sheet of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2010, and the results, changes in equity and cash ows of the Group for the nancial year ended on that date.
Report on Other Legal and Regulatory Requirements In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors, have been properly kept in accordance with the provisions of the Act.
Nexia TS Public Accounting Corporation Public Accountants and Certied Public Accountants Director in-charge: Chin Chee Choon Appointed since nancial year ended 31 December 2009
Singapore 28 March 2011
Balance Sheets
As at 31 December 2010
Group Note ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Other current assets 2010 $ 2009 $ 2010 $
Company 2009 $
4 5 6 7
8,129,441 17,491,316 5,177,164 691,440 31,489,361
8,049,047 14,789,621 4,919,122 880,827 28,638,617
156,987 2,491,374 28,786 2,677,147
1,429,781 1,305,653 40,706 2,776,140
Non-current assets Investments in subsidiaries Property, plant and equipment Intangible assets Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Current income tax liabilities
8 9 10
19,482,536 173,809 19,656,345 51,145,706
23,482,350 235,686 23,718,036 52,356,653
21,510,248 5,504 21,515,752 24,192,899
21,510,248 21,510,248 24,286,388
11 12
12,466,875 9,620,021 751,285 22,838,181
15,445,135 9,666,768 171,040 25,282,943
286,964 286,964
188,668 188,668
Non-current liabilities Borrowings Deferred income tax liabilities
12 14
2,277,464 314,616 2,592,080 25,430,261 25,715,445
1,943,860 739,616 2,683,476 27,966,419 24,390,234
286,964 23,905,935
188,668 24,097,720
Total liabilities NET ASSETS EQUITY Capital and reserves attributable to equity holders of the Company Share capital Foreign currency translation reserves Statutory reserve Retained prots/ (Accumulated losses) Total equity
15 16
24,711,184 (2,115,624) 115,597 3,004,288 25,715,445
24,711,184 (626,121) 305,171 24,390,234
24,711,184 (805,249) 23,905,935
24,711,184 (613,464) 24,097,720
The accompanying notes are an integral part of these nancial statements
32/33
Consolidated Statement of Comprehensive Income

Group Note Revenue Cost of sales Gross prot Other income Expenses - Selling and distribution - Administrative - Other operating - Finance Prot before income tax Income tax expense Net prot attributable to equity holders of the Company Other comprehensive loss, net of tax: Currency translation differences Total comprehensive income/(loss) attributable to equity holders of the Company Earnings per share attributable to equity holders of the Company (cents per share) - Basic/ Diluted 22 18 17 2010 $ 64,045,554 (54,466,849) 9,578,705 840,704 2009 $ 60,055,081 (53,429,871) 6,625,210 502,574
21
(614,883) (4,598,337) (601,167) (843,280) 3,761,742 (872,898) 2,888,844
(872,901) (4,553,823) (317,223) (947,797) 436,040 (130,869) 305,171
(1,489,503) 1,399,341
(626,121) (320,950)
23
2.34
0.26
Consolidated Statement of Changes in Equity

Attributable to equity holders of the Company Foreign Currency Retained Translation Statutory Prots Reserve Reserve $ $ $
Note 2010 Beginning of nancial year Dividend relating to 2009 paid Transfer to statutory reserve Total comprehensive income/(loss) for the nancial year End of nancial year 2009 Beginning of nancial year Subscribers shares Share swap pursuant to restructuring exercise Shares issued for acquisition of subsidiaries Shares issued in pursuant to IPO Share issue expenses Total comprehensive income/(loss) for the nancial year End of nancial year
Share Capital $
Total $
24
24,711,184 24,711,184
305,171 (74,130) (115,597) 2,888,844 3,004,288
(626,121) (1,489,503) (2,115,624)
115,597 115,597
24,390,234 (74,130) 1,399,341 25,715,445
1.2 15 15 15 15
7,281,544 1 (7,281,544) 21,510,248 4,320,000 (1,119,065) 24,711,184
12,826,368 (12,826,368) 305,171 305,171
1,116,234 (1,116,234) (626,121) (626,121)
286,102 (286,102)
21,510,248 1 (21,510,248) 21,510,248 4,320,000 (1,119,065) (320,950) 24,390,234
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Consolidated Statement of Cash Flows

Group Note Cash ows from operating activities Net prot Adjustments for - Income tax expense - Amortisation and depreciation - Loss on disposal of property, plant and equipment - Interest income - Interest expense - Unrealised currency translation gains Operating cash ow before working capital changes Change in working capital - Trade and other receivables - Inventories - Other current assets - Trade and other payables Cash generated from operations Interest received Income tax paid Net cash provided by operating activities Cash ows from investing activities Additions to property, plant and equipment Proceeds from disposal of property, plant and equipment Additions to intangible assets Net cash used in investing activities Cash ows from nancing activities Proceeds from borrowings Repayment of borrowings Repayment of nance lease liabilities Interest paid Proceeds from issuance of ordinary shares Dividend paid to equity holders of the Company Short-term bank deposits pledged Net cash (used in)/provided by nancing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of nancial year Effect of currency translation on cash and cash equivalents Cash and cash equivalents at end of nancial year 2010 $ 2009 $
2,888,844
305,171
872,898 5,051,052 7,542 (23,188) 843,280 (935,493) 8,704,935
130,869 4,892,162 196,213 (9,700) 947,797 (207,055) 6,255,457
(2,701,695) (258,042) 189,387 (131,454) 5,803,131 23,188 (717,653) 5,108,666
(3,665,348) 1,423,041 334,590 1,104,810 5,452,550 9,700 (569,100) 4,893,150
(2,144,779) 187,993 (6,605) (1,963,391)
(3,662,874) 38,705 (52,600) (3,676,769)
10,795,068 (10,502,987) (1,501,386) (843,280) (74,130) (1,411) (2,128,126) 1,017,149 5,848,325 (246,615) 6,618,859
12,160,012 (10,013,442) (1,055,783) (947,797) 3,200,935 (1,125,656) 75,951 2,294,220 3,510,601 2,448,878 (111,154) 5,848,325
Notes to the Financial Statements

These notes form an integral part of and should be read in conjunction with the accompanying nancial statements. The nancial statements of the Company for the nancial year ended 31 December 2010 were authorised for issue in accordance with resolution of the directors on 28 March 2011.
Corporate Information 1.1. The Company The Company was incorporated in the Republic of Singapore on 18 March 2009 under the Singapore Companies Act as a private limited company under the name of JLJ Holdings Pte Ltd. Its registered ofce is at 2, Woodlands Sector 1, #01-35 Woodlands Spectrum 1, Singapore 738068. The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are disclosed in Note 8. On 10 July 2009, the Company was admitted to the ofcial list of Singapore Exchange Securities Trading Limited. 1.2. Restructuring Exercise The Restructuring Exercise involved the following steps: (a) Incorporation of the Company The Company was incorporated on 18 March 2009 in Singapore in accordance with the Act as a private limited company with an issued and paid-up share capital of $1, comprising one ordinary share, which was allotted and issued to the Non-Executive Director, Chua Kim Guan. (b) Incorporation of EMold Holding Pte Ltd (EMold Holding) EMold Holding was incorporated in Singapore on 21 November 2008. On incorporation, the issued and paid up capital of EMold Holding was $1, comprising one ordinary share, allotted and issued to the NonExecutive Director, Chua Kim Guan. (c) Acquisition of EMold Manufacturing (Kunshan) Co., Ltd (EMold Kunshan) by EMold Holding Pursuant an equity transfer agreement dated 16 December 2008 (the Equity Transfer Agreement) and a payment agreement dated 3 June 2009 (the Payment Agreement) between EMold Holding and the NonExecutive Director, Chua Kim Guan, EMold Holding acquired the entire equity interest of EMold Kunshan from the Non-Executive Director, Chua Kim Guan, for an aggregate consideration of $7,500,000 which was satised on 3 June 2009 by EMold Holding by: (i) the issue of 5,220,404 ordinary shares in the capital of EMold Holding, credited as fully paid to the Non-Executive Director, Chua Kim Guan; and the balance of the consideration in the sum of $2,279,596 (Kunshan Cash Consideration) by way of a set-off pursuant to the Deed of Novation dated 3 June 2009 (the Deed of Novation) between the Non-Executive Director, Chua Kim Guan, EMold Holding and Jin Li Mould and the Payment Agreement. Jin Li Mould assigned by way of novation to EMold Holding the right to payment from the Non-Executive Director, Chua Kim Guan, of an amount $2,279,596 (which was a loan previously extended by Jin Li Mould to the Non-Executive Director, Chua Kim Guan, which was set off against the Kunshan Cash Consideration owing by EMold Holding to Chua Kim Guan).
(ii)
The purchase consideration was based on an adjusted NAV of EMold Kunshan for FY2008 as agreed upon on a willing seller willing buyer basis.
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1 Corporate Information (continued) 1.2. Restructuring Exercise (continued) (d) Acquisition of Jin Li Mould Manufacturing Pte Ltd (Jin Li Mould), EMold Holding and EMolding Plastics Industries Pte Ltd (EMold Plastics) by the Company Pursuant to a share swap agreement dated 8 June 2009 (the Share Swap Agreement) between the Company and the Non-Executive Director, Chua Kim Guan, the Company acquired from the Non-Executive Director, Chua Kim Guan, the entire issued share capital of: (i) Jin Li Mould, comprising 750,000 ordinary shares in the capital of Jin Li Mould, for an aggregate consideration of $3,274,063, which was satised by an issuance of 3,274,063 ordinary shares, credited as fully paid, to the Non-Executive Director, Chua Kim Guan on 8 June 2009. The purchase consideration was arrived at after taking into account the net assets value (NAV) of Jin Li Mould as at 31 December 2008 as agreed upon on a willing seller willing buyer basis; EMold Holding, comprising 5,220,405 ordinary shares in the capital of EMold Holding, for an aggregate consideration of $18,236,184, which was satised by an issuance of 18,236,184 ordinary shares, credited as fully paid, to the Non-Executive Director, Chua Kim Guan on 8 June 2009. The purchase consideration was based on the adjusted NAV of EMold Holding as at 31 December 2008 as agreed upon on a willing seller willing buyer basis; and EMold Plastics, comprising 300,000 ordinary shares in the capital of EMold Plastics, for an aggregate consideration of $1, which was satised by an issuance of one ordinary share, credited as fully paid, to the Non-Executive Director, Chua Kim Guan on 8 June 2009. The purchase consideration was agreed upon on a willing seller willing buyer basis after taking into account the NAV of EMold Plastics as at 31 December 2008 which was negative.
(ii)
(iii)
In connection with the completion of the above-mentioned acquisitions, the Company had issued 21,510,248 new ordinary shares (before the Share Split) to the Non-Executive Director, Chua Kim Guan and became the holding company of the Group, and the resultant issued share capital comprised 21,510,249 ordinary shares. On 9 June 2009, pursuant to the Share Split, the Company sub-divided these 21,510,249 ordinary shares into 107,551,245 ordinary shares. Changes in the Shareholding of the Company (a) Pursuant to an agreement between the Non-Executive Director, Chua Kim Guan and Ng Boon Leng, Chua Kim Guan agreed to sell and Ng Boon Leng agreed to purchase 10,370,370 ordinary shares which is equivalent in value to $2,800,000 as based on the Placement Price at an aggregate consideration of $2,800,000. The consideration was arrived at on a willing buyer willing seller basis. Pursuant to an agreement between the Non-Executive Director, Chua Kim Guan and Tan Soon Liang, Chua Kim Guan agreed to sell and Tan Soon Liang agreed to purchase 2,471,026 ordinary shares which is equivalent to 2% of the post-Placement share capital of the Company at an aggregate consideration of $2,000. The consideration was arrived at on a willing buyer willing seller basis. Pursuant to an agreement between PrimePartners Corporate Finance Pte. Ltd. (PPCF) and the NonExecutive Director, Chua Kim Guan in relation to the Management Agreement on part payment for PPCFs fees as the Manager and Sponsor, Chua Kim Guan agreed to transfer 1,851,852 ordinary shares which is equivalent in value to $500,000 (being part of PPCFs fees) as based on the Placement Price.
(b)
(c)

2 Summary of Signicant Accounting Policies (a) Basis of Preparation These nancial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS). The nancial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below. The preparation of nancial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Groups accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are signicant to the nancial statements are disclosed in Note 3. Interpretations and amendments to published standards effective in 2010 On 1 January 2010, the Group adopted the new or amended FRS and Interpretations to FRS (INT FRS) that are mandatory for application from that date. Changes to the Groups accounting policies have been made as required, in accordance with the transitional provisions in the respective FRS and INT FRS. The adoption of these new or amended FRS and INT FRS did not result in substantial changes to the Groups and Companys accounting policies and had no material effect on the amounts reported for the current or prior nancial years except as disclosed below: (a) FRS 103 (revised) Business Combinations (effective for annual periods beginning on or after 1 July 2009) Please refer to note 2(b)(ii) for the revised accounting policy on business combinations. As the changes have been implemented prospectively, no adjustments were necessary to any of the amounts previously recognised in the nancial statements. (b) FRS 27 (revised) Consolidated and Separate Financial Statements (effective for annual periods beginning on or after 1 July 2009) The revisions to FRS 27 principally change the accounting for transactions with non-controlling interests. No adjustments were necessary to any of the amounts previously recognised in the nancial statements as there was no non-controlling interests. Accordingly, these changes do not have any impact on the nancial statements for the current nancial year. (c) Amendment to FRS 7 Cash Flow Statements (effective for annual periods beginning on or after 1 January 2010) Under the amendment, only expenditures that result in a recognised asset in the balance sheet can be classied as investing activities in the statement of cash ows. Previously, such expenditure could be classied as investing activities in the statement of cash ows. This change has been applied retrospectively. It had no material effect on the amounts presented in the statement of cash ows for the current or prior year. (b) Group Accounting (i) Subsidiaries Subsidiaries are entities over which the Group has the power to govern the nancial and operating policies so as to obtain benets from its activities, generally accompanied by a shareholding giving rise to a majority of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Please refer to the paragraph Investments in subsidiaries for the accounting policy on investment in subsidiaries in the separate nancial statements of the Company.
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2 Summary of Signicant Accounting Policies (continued) (b) Group Accounting (continued) (ii) Basis of consolidation The consolidated nancial statements comprise the nancial statements of the Company and its subsidiaries as at the balance sheet date. The nancial statements of the subsidiaries are prepared for the same reporting date as the parent company. Consistent accounting policies are applied for like transactions and events in similar circumstances. All intra-group balances, transactions, income and expenses and prots and losses resulting from intragroup transactions that are recognised in assets, are eliminated in full. The consolidated nancial statement of the Group for the nancial years ended 31 December 2009 have been prepared under the pooling-of-interest method as the Restructuring Exercise completed as described in Note 1.2 is a legal reorganisation of entities under common control. Under this method, the Company has been treated as the holding company of all its subsidiaries under common control for the nancial years presented rather than from the date of completion of the Restructuring Exercise. Accordingly, the consolidated results of the Group for the years ended 31 December 2009 include the results of the Company and subsidiaries under common control for the entire periods. Pursuant to this: Assets and liabilities are consolidated at their existing carrying amounts; and No amount is recognised for goodwill;
Consolidation of the subsidiaries in Peoples Republic of China (PRC) and Malaysia are based on the subsidiaries nancial statements prepared in accordance with FRS. Prots reected in the nancial statements prepared in accordance with FRS may differ from those reected in PRC and Malaysia statutory nancial statements of the subsidiaries, prepared for PRC and Malaysia reporting purposes. In accordance with those laws and regulations, prot available for distribution by the PRC and Malaysia subsidiaries are based on the amounts stated in their respective statutory nancial statements. Acquisition of businesses The acquisition of subsidiaries not under common control of the Companys shareholders is consolidated using the acquisition method of accounting. The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interests in the subsidiary. Acquisition-related costs are expensed as incurred. Identiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interests in the acquiree at the date of acquisition either at fair value or at the non-controlling interests proportionate share of the acquirees net identiable assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any pervious equity interest in the acquiree over the fair value of the net identiable assets acquired is recorded as goodwill.

2 Summary of Signicant Accounting Policies (continued) (b) Group Accounting (continued) (ii) Basis of consolidation (continued) Disposal of subsidiaries or businesses When a change in the Companys ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts recognised in other comprehensive income in respect of that entity are also reclassied to prot or loss or transferred directly to retained earnings if required by a specic Standard. Any retained interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained investment at the date when control is lost and its fair value is recognised in prot or loss. Please refer to the paragraph Investments in subsidiaries for the accounting policy on investments in subsidiaries in the separate nancial statements of the Company. (c) Property, Plant and Equipment (i) Measurement Property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and impairment losses. (ii) Components of costs The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. (iii) Depreciation Depreciation of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows: Useful Lives Plant and machinery Motor vehicles Ofce equipment and tools Furniture and electrical ttings Renovations 5 5 5 5 5 - 8 years years years years years
The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in prot or loss when the changes arise. (iv) Subsequent expenditure Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benets associated with the item will ow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expense is recognised in prot or loss when incurred.
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2 Summary of Signicant Accounting Policies (continued) (c) Property, Plant and Equipment (continued) (v) Disposal On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in prot or loss. (d) Intangible Assets Acquired computer software licenses Acquired computer software licenses are initially capitalised at cost, which includes the purchase price (net of any discounts and rebates) and other directly attributable cost of preparing the asset for its intended use. Direct expenditure including employee costs, which enhances or extends the performance of computer software beyond its specications and which can be reliably measured, is added to the original cost of the software. Costs associated with maintaining the computer software are recognised as an expense when incurred. Computer software licenses are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to prot or loss using the straight-line method over their estimated useful lives of three to ve years. The amortisation period and amortisation method of intangible assets are reviewed at least at each balance sheet date. The effects of any revision are recognised in prot or loss when the changes arise. (e) Loans and receivables Loans and receivables are non-derivative nancial assets with xed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those expected to be realised later than 12 months after the balance sheet date which are presented as non-current assets. Loans and receivables are presented as trade and other receivables and cash and cash equivalents on the balance sheet. These nancial assets are initially recognised at fair value plus transaction costs and subsequently carried at amortised cost using the effective interest method. The Group assesses at each balance sheet date whether there is objective evidence that these nancial assets are impaired and recognises an allowance for impairment when such evidence exists. Allowance for impairment is calculated as the difference between the carrying amount and the present value of estimated future cash ows, discounted at the original effective interest rate. (f) Inventories Inventories are carried at the lower of cost and net realisable value. (i) (ii) Cost of raw materials are determined using the rst-in, rst-out basis; and Cost of nished goods are determined on a specic identication basis. Cost includes cost of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. (g) Investments in Subsidiaries Investments in subsidiaries are carried at cost less accumulated impairment losses in the Companys balance sheet. On disposal of investments in subsidiaries, the difference between disposal proceeds and the carrying amounts of the investments are recognised in prot or loss.

2 Summary of Signicant Accounting Policies (continued) (h) Impairment of Non-nancial Assets Property, plant and equipment Intangible assets Investments in subsidiaries Property, plant and equipment, intangible assets and investments in subsidiaries are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired. For the purpose of impairment testing of these assets, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash ows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the cash-generating-units, (CGU), to which the asset belongs. If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognised as an impairment loss in prot or loss. An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset is recognised in prot or loss. (i) Trade and Other Payables Trade and other payables are initially measured at fair value, and subsequently carried at amortised cost using the effective interest method. (j) Borrowings Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date. Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in prot or loss over the period of the borrowings using the effective interest method. (k) Provisions for Other Liabilities and Charges Provisions for other liabilities and charges are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outow of resources will be required to settle the obligation and the amount has been reliably estimated.
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2 Summary of Signicant Accounting Policies (continued) (l) Leases When the Group is the lessee: The Group leases certain property, plant and equipment under nance leases and ofces, warehouses and worksite premises under operating leases from non-related parties. (i) Finance leases Leases where the Group assumes substantially all risks and rewards incidental to ownership of the leased assets are classied as nance leases. The leased assets and the corresponding lease liabilities (net of nance charges) under nance leases are recognised on the balance sheet as plant and equipment and borrowings respectively, at the inception of the leases based on the lower of the fair value of the leased assets and the present value of the minimum lease payments. Each lease payment is apportioned between the nance expense and the reduction of the outstanding lease liability. The nance expense is recognised in prot or loss on a basis that reects a constant periodic rate of interest on the nance lease liability. (ii) Operating leases Leases where substantially all risks and rewards incidental to ownership are retained by the lessors are classied as operating leases. Payments made under operating leases (net of any incentive received from the lessors) are recognised in prot or loss on a straight-line basis over the period of the lease. Contingent rents are recognised as an expense in prot or loss when incurred. (m) Employee Benets Dened contribution plans Dened contribution plans are post-employment benet plans under which the Group pays xed contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Groups contributions are recognised as employee compensation expense when they are due, unless they can be capitalised as an asset. (n) Revenue Recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and revenue from fabrication of moulds and tools in the ordinary course of the Groups activities. Revenue is presented, net of goods and services tax, rebates and discounts, and after eliminating sales within the Group. The Group recognises revenue when the amount of revenue and related cost can be reliably measured, when it is probable that the collectability of the related receivables is reasonably assured and when the specic criteria for each of the Groups activities are met as follows: (i) Sale of goods Revenue from sale of goods is recognised when the Group has delivered the products to the customer, the customer has accepted the products and the collectability of the related receivables is reasonably assured.

2 Summary of Signicant Accounting Policies (continued) (n) Revenue Recognition (continued) (ii) Revenue from fabrication of moulds and tools Revenue from the fabrication of moulds and tools is recognised as work progresses and approved by customers. Material, labour and overhead cost incurred relating to the fabrication of moulds and tools which are recognised as work in progress are deferred and classied as deferred cost in inventories until the revenue is recognised. (iii) Interest income Interest income is recognised using the effective interest method. (o) Borrowing Costs Borrowing costs are recognised in prot or loss using the effective interest method. (p) Cash and Cash Equivalents For the purpose of presentation in the consolidated statement of cash ows, cash and cash equivalents include cash on hand, deposits with nancial institutions which are subject to an insignicant risk of change in value, and bank overdrafts. Bank overdrafts are presented as current borrowings on the balance sheet. (q) Currency Translation (a) Functional and presentation currency Items included in the nancial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (functional currency). The nancial statements are presented in Singapore Dollar, which is the functional currency of the Group. (b) Transactions and balances Transactions in a currency other than the functional currency (foreign currency) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in prot or loss, unless they arise from borrowings in foreign currencies. Those currency translation differences are recognised in the currency translation reserve in the consolidated nancial statements and transferred to prot or loss as part of the gain or loss on settlement of borrowings. Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined. (c) Translation of Group entities nancial statements The results and nancial position of all the Group entities (none of which has the currency of a hyperinationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) (ii) Assets and liabilities are translated at the closing exchange rates at the reporting date; Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and All resulting currency translation differences are recognised in other comprehensive income and accumulated in currency translation reserve under equity.
(iii)
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2 Summary of Signicant Accounting Policies (continued) (r) Income Taxes Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the nancial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable prot or loss at the time of the transaction. A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. A deferred income tax asset is recognised to the extent that it is probable that future taxable prot will be available against which the deductible temporary differences and tax losses can be utilised. Deferred income tax is measured: (i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.
(ii)
Current and deferred income taxes are recognised as income or expense in prot or loss. (s) Fair value estimation of nancial assets and liabilities The fair value of current nancial assets and liabilities carried at amortised cost approximate their carrying amounts. (t) Dividends to Companys shareholders Dividends to the Companys shareholders are recognised when the dividends are approved for payment. (u) Financial guarantees The Company has issued corporate guarantees to banks for borrowings of its subsidiary. These guarantees are nancial guarantees as they require the Company to reimburse the banks if the subsidiaries fail to make principal or interest payments when due in accordance with the terms of their borrowings. Financial guarantees are initially recognised at their fair values plus transaction costs in the Companys balance sheet. Financial guarantees are subsequently amortised to prot or loss over the period of the subsidiarys borrowings, unless it is probable that the Company will reimburse the bank for an amount higher than the unamortised amount. In this case, the nancial guarantees shall be carried at the expected amount payable to the bank in the Companys balance sheet. Intra-group transactions are eliminated on consolidation.

2 Summary of Signicant Accounting Policies (continued) (v) Share Capital Ordinary shares are classied as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account. (w) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the executive committee whose members are responsible for allocating resources and assessing performance of the operating segments. (x) Government Grants Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions. Government grants receivable are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income. Government grants relating to assets are deducted against the carrying amount of the assets.
Critical Accounting Estimates, Assumptions and Judgements Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. (a) Impairment of loans and receivables Management reviews its loans and receivables for objective evidence of impairment at least annually. Signicant nancial difculties of the debtor, the probability that the debtor will enter bankruptcy, and default or signicant delay in payments are considered objective evidence that a receivable is impaired. In determining this, management makes judgements as to whether there is observable date indicating that there has been a signicant change in the payment ability of the debtor, or whether there have been signicant changes with adverse effect in the market, economic or legal environment in which the debtor operates in. Where there is objective evidence of impairment, management makes judgements as to whether an impairment loss should be recognised in prot or loss. The carrying amounts of trade and other receivables at the balance sheet date are disclosed in Note 5. (b) Net realisable value of inventories Net realisable value of inventories is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. These estimates are based on the current market condition and the historical experience of selling products of similar nature. It could change signicantly as a result of competitor actions in response to severe industry cycles. Management will reassess the estimations at the balance sheet date. (c) Uncertain tax positions The Group is subject to income taxes in Singapore, Peoples Republic of China and Malaysia. In determining the income tax liabilities, management is required to estimate the amount of capital allowances and the deductibility of certain expenses (uncertain tax positions) at each tax jurisdiction. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the nal tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred income tax provisions in the nancial period in which such determination is made.
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4 Cash and Cash Equivalents Group 2010 $ Cash at bank and on hand Short-term bank deposits 7,601,610 527,831 8,129,441 2009 $ 7,522,627 526,420 8,049,047 2010 $ 156,987 156,987 Company 2009 $ 1,429,781 1,429,781
For the purpose of presenting the consolidated statement of cash ows, cash and cash equivalents comprise the following: Group 2010 $ Cash and cash equivalents (as above) Less: Short-term bank deposits pledged to secure bank borrowings (Note 12) Less: Bank overdrafts (Note 12) Cash and cash equivalents per consolidated statement of cash ows 8,129,441 (527,831) (982,751) 6,618,859 2009 $ 8,049,047 (526,420) (1,674,302) 5,848,325
Trade and Other Receivables Group 2010 $ Trade receivables: - Non-related parties Less: Allowance for impairment of trade receivables - non-related parties Trade receivables net Non-trade amounts due from subsidiaries Other receivables 2009 $ 2010 $ Company 2009 $
17,512,990
14,748,226
(122,071) 17,390,919 100,397 17,491,316
14,748,226 41,395 14,789,621
2,490,311 1,063 2,491,374
1,300,651 5,002 1,305,653
The non-trade amounts due from subsidiaries are unsecured, interest-free and are repayable on demand.
Inventories Group 2010 $ Raw materials Finished goods Deferred costs 1,397,100 1,951,698 1,828,366 5,177,164 2009 $ 755,931 1,462,231 2,700,960 4,919,122 2010 $ Company 2009 $
The cost of inventories recognised as an expense and included in cost of sales amounts to $28,890,165 (2009: $29,415,052).

7 Other Current Assets Group 2010 $ Deposits Prepayments 79,938 611,502 691,440 2009 $ 192,872 687,955 880,827 2010 $ 28,786 28,786 Company 2009 $ 40,706 40,706
Investments in Subsidiaries Company 2010 $ Equity investments at cost Beginning of nancial year/period Acquisition during the nancial year (Note 1.2) End of nancial year Details of the subsidiaries are as follows: Country of incorporation and place of business 2009 $
21,510,248 21,510,248
21,510,248 21,510,248
Name of subsidiary
Principal activities
Equity Holding 2010 2009 % %
Held by the Company Jin Li Mould Manufacturing Pte Ltd (a) EMolding Plastics Industries Pte Ltd (a) EMold Holding Pte Ltd (a) Held by subsidiaries Jubilee Manufacturing Sdn Bhd (b) EMold Manufacturing (Kunshan) Co. Ltd (c)
(a) (b) (c)
Manufacturer and dealer of precision plastic and metal mould Manufacturer and dealer of precision plastic Investment holding
Singapore Singapore Singapore
100 100 100
100 100 100
Manufacturer and dealer of precision plastic and metal mould Manufacturer and dealer of precision plastic and metal mould
Malaysia Peoples Republic of China
100
100
100
100
Audited by Nexia TS Public Accounting Corporation, Singapore, a member rm of Nexia International. Audited by SSY Partners Chartered Accountants, Malaysia, a member rm of Nexia International, for statutory purposes. Audited by Suzhou Jing An Certied Public Accountants Co., Ltd for local statutory purposes. For the purpose of preparing the consolidated nancial statements, these nancial statements have been audited by Nexia TS Public Accounting Corporation.
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9 Property, Plant and Equipment Ofce Equipment and Tools $ Furniture and Electrical Fittings $
Plant and Machinery $ Group 2010 Cost Beginning of nancial year Currency translation differences Additions Disposals End of nancial year Accumulated Depreciation Beginning of nancial year Currency translation differences Depreciation charge Disposals End of nancial year Net book value at end of nancial year Group 2009 Cost Beginning of nancial year Currency translation differences Additions Disposals End of nancial year Accumulated Depreciation Beginning of nancial year Currency translation differences Depreciation charge Disposals End of nancial year Net book value at end of nancial year
Motor Vehicles $
Renovations $
Total $
33,658,781 (601,556) 708,126 (308,708) 33,456,643
546,208 (5,501) 53,500 (72,800) 521,407
3,108,644 (4,172) 84,432 3,188,904
1,905,106 (23,056) 584,412 (31,230) 2,435,232
5,185,439
44,404,178
(81,305) (715,590) 160,303 1,590,773 (412,738) 5,264,437 44,866,623
14,533,822 (214,968) 3,432,775 (142,529) 17,609,100 15,847,543
453,551 (3,622) 32,980 (72,800) 410,109 111,298
2,185,963 (6,682) 285,715 2,464,996 723,908
1,452,112 (11,747) 181,600 (1,874) 1,620,091 815,141
2,296,380
20,921,828
(69,391) (306,410) 1,052,802 4,985,872 (217,203) 3,279,791 25,384,087 1,984,646 19,482,536
30,224,894 (364,097) 4,159,812 (361,828) 33,658,781
549,262 (3,009) 27,955 (28,000) 546,208
2,709,821 (10,884) 409,707 3,108,644
1,787,778 (16,227) 133,555 1,905,106
3,690,165
38,961,920
(81,306) (475,523) 1,576,580 6,307,609 (389,828) 5,185,439 44,404,178
11,427,232 (112,964) 3,346,931 (127,377) 14,533,822 19,124,959
421,368 (1,949) 61,665 (27,533) 453,551 92,657
1,850,573 (5,152) 340,542 2,185,963 922,681
1,258,711 (7,542) 200,943 1,452,112 452,994
1,454,508
16,412,392
(41,506) (169,113) 883,378 4,833,459 (154,910) 2,296,380 20,921,828 2,889,059 23,482,350
Included in additions in the consolidated nancial statements are plant and machinery, and motor vehicles acquired under nance leases amounting to Nil (2009: $1,097,981) and Nil (2009: $18,013) respectively. The carrying amounts of plant and machinery, and motor vehicles under nance leases are $3,963,787 (2009: $2,837,587) and $13,502 (2009: $34,839) respectively at the balance sheet date (Note 12). Bank borrowings are secured on plant and machinery of the Group with carrying amount of $315,610 (2009: $2,667,514) (Note 12).

10 Intangible assets Computer software licenses Group 2010 $ Cost Beginning of nancial year/period Currency translation differences Additions End of nancial year Accumulated amortisation/period Beginning of nancial year Currency translation differences Amortisation charge End of nancial year Net book value 2009 $ 2010 $ Company 2009 $
363,775 (7,138) 6,605 363,242
314,644 (3,469) 52,600 363,775
6,605 6,605
128,089 (3,836) 65,180 189,433 173,809
71,354 (1,968) 58,703 128,089 235,686
1,101 1,101 5,504
11
Trade and Other Payables Group 2010 $ Trade payables - non-related parties Accrued operating expenses Advances received from customers Payable for purchase of property, plant and equipment Other payables 8,317,014 2,019,691 463,026 953,269 713,875 12,466,875 2009 $ 8,441,458 1,392,828 629,051 3,800,075 1,181,723 15,445,135 2010 $ 178,890 108,074 286,964 Company 2009 $ 54,444 91,538 42,686 188,668
12
Borrowings Group 2010 $ Current Bank overdrafts (Note 4) Bank borrowings Finance lease liabilities (Note 13) Bills payable Non-current Bank borrowings Finance lease liabilities (Note 13) Total 982,751 3,265,051 1,183,310 4,188,909 9,620,021 500,267 1,777,197 2,277,464 11,897,485 2009 $ 1,674,302 4,545,950 1,207,445 2,239,071 9,666,768 982,212 961,648 1,943,860 11,610,628 2010 $ Company 2009 $
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12 Borrowings (continued) The exposure of the borrowings of the Group and the Company to interest rate changes and the contractual repricing dates at the balance sheet dates are as follows: Group 2010 $ 6 months or less 6 - 12 months 1 - 5 years 8,908,143 711,878 2,277,464 11,897,485 2009 $ 5,367,504 4,299,264 1,943,860 11,610,628 2010 $ Company 2009 $
(a)
Security granted Bank borrowings are secured by short term-bank deposits (Note 4) and a legal mortgage over the Groups plant and machinery (Note 9). Bills payable and bank overdrafts are secured by the oating charges over the Groups assets and personal guarantee of a Non-Executive Director and his related party. Finance lease liabilities of the Group are effectively secured over the leased plant and machinery, and motor vehicles (Note 9), as the legal title is retained by the lessor and will be transferred to the Group upon full settlement of the nance lease liabilities.
(b)
Fair value of non-current borrowings At balance sheet date, the fair values of non-current borrowings approximate their carrying amounts. The fair values above are determined from the cash ow analysis, discounted at market borrowing rates of an equivalent instrument at the balance sheet date which the directors expect to be available to the Group and the Company as follows: Group 2010 % Finance lease liabilities Bank borrowings 6.1 7.2 2009 % 7.2 7.8 2010 % Company 2009 %
(c)
Breaches of loan covenant The bank borrowings of Jin Li Mould Manufacturing Pte Ltd, subsidiary, are subject to covenant clauses such as maintaining certain key nancial ratios, maintaining a minimum amount of net worth and maintaining a maximum amount of due from related parties. As at 31 December 2010, the subsidiary did not fulll the maximum allowable amount of balances due from related parties of $1,500,000 as required in the contracts for credit lines of $5,400,000, of which the subsidiary has currently drawn an amount of $5,134,006. On 3 March 2011, the bank deleted the covenant clause on maintaining a maximum amount of amount due from related parties. Due to this breach of the covenant clause, the bank is contractually entitled to request for immediate repayment of the outstanding loan amounts of $2,804,891 as at 31 December 2010. In 2009, the subsidiary also did not fulll the gearing ratio requirement for the same credit lines. As at the balance sheet date, the outstanding balance of $2,804,891 (2009: $3,981,308) was presented as current liability. The bank has not requested early repayments of the loans as at the date when these nancial statements were approved by the Board of Directors.

13 Finance Lease Liabilities The Group leases certain plant and equipment and motor vehicle from non-related parties under nance lease agreements which expire over the next ve years. Group 2010 $ Minimum lease payments due: - Not later than one year - Between two to ve years Less: future nance charges Present value of nance lease liabilities 2009 $ 2010 $ Company 2009 $
1,315,457 1,893,031 3,208,488 (247,981) 2,960,507
1,327,812 1,064,080 2,391,892 (222,799) 2,169,093
The present value of nance lease liabilities is analysed as follows: Group 2010 $ Not later than one year Between two to ve years Total 1,183,310 1,777,197 2,960,507 2009 $ 1,207,445 961,648 2,169,093 2010 $ Company 2009 $
14
Deferred Income Taxes Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same scal authority. The amounts, determined after appropriate offsetting and their movement during the nancial year, are shown on the balance sheets as follows: Group 2010 $ Deferred income tax liabilities - to be settled within one year - to be settled after one year 2009 $ 2010 $ Company 2009 $
72,540 242,076 314,616
338,250 401,366 739,616
Accelerated tax depreciation Beginning of nancial year/period Effect of change in Singapore tax rate recognised in prot or loss (Note 22) Credited to prot or loss End of nancial year
739,616 (425,000) 314,616
957,799 (53,211) (164,972) 739,616
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15 Share Capital Group and Company Number of Amount Ordinary Shares $ 123,551,245 24,711,184
2010 Beginning and end of nancial year
2009 Incorporation date (Note 1.2) Issuance of shares pursuant to the Restructuring Exercise (Note 1.2) After share split Issuance of shares pursuant to initial public offering Share issue expenses
Group and Company Number of Amount Ordinary Shares $ 1 21,510,248 21,510,249 107,551,245 16,000,000 123,551,245 1 21,510,248 21,510,249 21,510,249 4,320,000 (1,119,065) 24,711,184
All issued ordinary shares are fully paid. There is no par value for these ordinary shares. Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company. At an Extraordinary General Meeting held on 9 June 2009, the shareholder approved, inter alia, the sub-division of the entire share capital of the Company into 5 ordinary shares for every one existing ordinary shares. Pursuant to the initial public offering, the Company issued 16,000,000 ordinary shares for a total consideration of $3,200,935, net of listing expenses of $1,119,065, for cash. The newly issued shares rank pari passu in all respects with the previously issued shares.
16
Statutory Reserve In accordance with the relevant laws and regulations of the PRC, companies in the PRC are required to set aside general funds by way of appropriation from their statutory net prot, as reported in the PRC statutory nancial statements, at a rate to be determined by the directors of the Group. The directors have decided that 5% to 10% of the statutory net prot, as reported in the statutory nancial statements of the subsidiary in PRC, be appropriated each year to the general reserve funds. The reserve funds may be used to offset accumulated losses or increase the registered capital of the subsidiary, subject to the approval from the PRC authorities, and are not available for dividend distribution to the shareholders.
17
Revenue Group 2010 $ Provision of precision plastic injection moulding services (PPIM) Design, fabrication and sale of precision plastic injection moulds (MDF) 53,658,152 10,387,402 64,045,554 2009 $ 42,992,911 17,062,170 60,055,081

18 Other Income - net Group 2010 $ Interest income Sales of scrap and other materials Reversal of allowance for impairment of trade receivables Write-back of accrued operating expenses Write-back of long outstanding payables Government grant Jobs Credit Scheme Loss on disposal of property, plant and equipment Other 23,188 482,791 165,839 118,074 (7,542) 58,354 840,704 2009 $ 9,700 225,341 49,200 100,000 256,890 (196,213) 57,656 502,574
The Jobs Credit Scheme is a cash grant introduced in the Singapore Budget 2009 to help business preserve jobs in the economic downturn. The amount an employer can receive depends on the fulllment of certain conditions under the scheme.
19
Expenses by Nature Group 2010 $ Purchases of inventories Amortisation of intangible assets (Note 10) Depreciation of property, plant and equipment (Note 9) Total amortisation and depreciation Allowance for impairment of trade receivables Employee compensation (Note 20) Freight charges IPO related expenses Foreign exchange loss - net Rental expense on operating leases Travelling, transportation and entertainment Utilities Workshop, repair and maintenance Packing materials Professional fees Other expenses Changes in inventories Total cost of sales, selling and distribution costs and administrative expenses 29,148,207 65,180 4,985,872 5,051,052 122,071 15,780,894 1,357,909 479,096 1,101,689 329,698 2,230,948 1,707,010 1,236,576 377,381 1,616,747 (258,042) 60,281,236 2009 $ 27,992,011 58,703 4,833,459 4,892,162 14,833,459 1,186,724 453,281 303,670 1,192,137 655,381 1,953,714 1,272,290 936,858 114,769 1,964,321 1,423,041 59,173,818
54/55

20 Employee Compensation Group 2010 $ Salaries and wages Employers contribution to dened contribution plans including Central Provident Fund (CPF) Other short-term benets 13,844,129 869,937 1,066,828 15,780,894 2009 $ 12,836,019 548,209 1,449,231 14,833,459
21
Finance Expenses Group 2010 $ Interest expense: Bills payable Factoring of trade receivables without recourse Bank overdrafts Bank borrowings Finance lease liabilities 2009 $
145,976
99,850 108,156 333,327 155,971 843,280
146,145
197,852 124,553 325,128 154,119 947,797
22
Income Taxes Group 2010 $ Income tax expenses attributable to prot is made up of: Prot from current nancial year: Current income tax - Singapore - Foreign Deferred income tax (Note 14) Under/(over) provision in prior nancial years - Current income tax - Deferred income tax (Note 14) 2009 $
310,000 727,776 1,037,776 (41,437) 996,339 260,122 (383,563) 872,898
257,351 257,351 (218,183) 39,168 91,701 130,869

22 Income Taxes (continued) The tax on the Groups prot before tax differs from the theoretical amount that would arise using the Singapore standard rate of income tax as follow: Group 2010 $ Prot before income tax Tax calculated at tax rate of 17% (2009: 17%) Effects of - Change in Singapore tax rate (Note 14) - Different tax rates in other countries - Expenses not deductible for tax purpose - Income not subject to tax - Statutory stepped income exemption - Utilisation of previously unrecognised capital allowances - Deferred tax assets not recognised Tax charge 3,761,742 639,496 126,817 352,588 (130,486) (28,542) (30,586) 67,052 996,339 2009 $ 436,040 74,127 (53,211) (63,306) 320,685 (43,671) (25,925) (174,154) 4,623 39,168
23
Earnings per Share Basic earnings per share is calculated by dividing the net prot attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the nancial year. Group 2010 $ Net prot attributable to equity holders of the Company Weighted average number of ordinary shares outstanding for basic earnings per share Basic earnings per share (cents per share) There are no dilutive potential ordinary shares during the nancial year. 2,888,844 2009 $ 305,171
123,551,245 2.34
115,551,245 0.26
24
Dividends Group 2010 $ Ordinary dividends paid Final dividend paid in respect of the previous nancial year of 0.06 cents (2009: Nil) per share 2009 $
74,130
At the Annual General Meeting on 26 April 2011, a nal dividend of 0.47 cents per share amounting to a total of $580,691 will be recommended. These nancial statements do not reect this dividend, which will be accounted for in shareholders equity as an appropriation of retained prots in the nancial year ending 31 December 2011.
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25 Related Party Transactions In addition to the information disclosed elsewhere in the nancial statements, the following transactions took place between the Group and related parties at terms agreed between the parties: Key management personnel compensation Group 2010 $ Salaries and wages Directors fees Employers contribution to dened contribution plans, including Central Provident Fund (CPF) 797,304 229,601 40,131 1,067,036 2009 $ 972,087 37,500 42,098 1,051,685
Key management compensation includes directors remuneration amounting to $682,287 (2009: $524,331).
26
Commitments The Group leases ofces, warehouses and worksite premises from non-related parties under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. The future minimum lease payables under non-cancellable operating leases contracted for at the balance sheet date but not recognised as liabilities, are as follows: Group 2010 $ Not later than one year Between two and ve years 1,060,829 1,557,561 2,618,390 2009 $ 823,694 818,952 1,642,646
27
Segment Information Management has determined the operating segments based on the reports reviewed by the Executive Committee (Exco) that are used to make strategic decisions. The Exco comprises the Non-Executive Director, the Chief Executive Ofcer, the Chief Financial Ofcer, and the department heads of each business within each geographical segment. The Exco considers the business from both a geographic and business segment perspective. Geographically, management manages and monitors the business in the four primary geographic areas: USA, Singapore, Malaysia and Europe. All geographic locations are engaged in the provision of PPIM and MDF.

27 Segment Information (continued) The segment information provided to the Exco for the reportable segments is as follows: For the nancial year ended 31 December 2010 PPIM $ Revenue external parties Gross prot Other income Expenses - Selling and distribution - Administrative - Other operating - Finance Prot before income tax Income tax expense Net prot Net prot includes: - Depreciation - Amortisation For the nancial year ended 31 December 2009 PPIM $ Revenue external parties Gross prot/(loss) Other income Expenses - Selling and distribution - Administrative - Other operating - Finance Prot before income tax Income tax expense Net prot Net prot includes: - Depreciation - Amortisation 42,992,911 7,615,061 MDF $ 17,062,170 (989,851) Total $ 60,055,081 6,625,210 502,574 (872,901) (4,553,823) (317,223) (947,797) 436,040 (130,869) 305,171 53,658,152 8,754,578 MDF $ 10,387,402 824,127 Total $ 64,045,554 9,578,705 840,704 (614,883) (4,598,337) (601,167) (843,280) 3,761,742 (872,898) 2,888,844
2,223,012
1,807,781 64,079
4,030,793 64,079
2,083,994
1,262,937 58,703
3,346,931 58,703
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27 Segment Information (continued) There is no inter-segments sales. The revenue from external parties reported to the Exco is measured in a manner consistent with that in the statement of comprehensive income. The Exco assesses the performance of the operating segments based on gross prot. Selling and distribution, administrative, nance and other operating expenses and other income are not allocated to segments. As the amount of total assets and liabilities for each reportable segment is not regularly provided to Exco, such information is not presented in the nancial statement. Geographical information The Groups two business segments operate in three main geographical areas: Singapore the Company is headquartered and has operations in Singapore. The operations in this area are principally the provision of PPIM and MDF; Peoples Republic of China the operations in this area are principally the provision of PPIM and MDF; and Malaysia the operations in this area are principally the provision of MDF.
The Groups revenue, based on the customers geographical location, are mainly in the following countries/regions: Group 2010 $ United States Singapore Malaysia Europe 56,691,643 2,523,147 3,669,006 1,161,758 64,045,554 2009 $ 49,389,483 5,252,460 2,520,506 2,892,632 60,055,081
28
Financial Risk Management and Instruments The Groups activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Groups overall risk management strategy seeks to minimise any adverse effects from the unpredictability of nancial markets on the Groups nancial performance. The Groups principal nancial instruments comprise bank loans and overdrafts, nance leases and cash and short-term bank deposits. The main purpose of these nancial instruments is to raise nancing for the Groups operations. The Group has various other nancial assets and liabilities such as trade and other receivables and trade and other payables, which arise directly from its operations. It is the Groups policy that no trading in derivative nancial instruments shall be undertaken. The overall business strategies of the Group, its tolerance for risk and its general risk management philosophy are determined by the management in accordance with prevailing economic and operating conditions. In determining its risk management policies, the management ensures that an acceptable balance is made between the cost of risks occurring and the cost of managing the risk.

28 Financial Risk Management and Instruments (continued) The board reviews and agrees policies for managing each of these risks and they are summarised below: (a) Market risk (i) Currency risk Entities in the Group provide services and sell goods in several countries, and as a result, transact in currencies other than their respective functional currencies (foreign currencies) such as the United States Dollar (USD). In addition to transactional exposure, the Group is also exposed to foreign exchange movements in its net investments in foreign subsidiaries. The Group does not have any formal policy with respect to such foreign currency exposure as its investments are long-term in nature. The Groups currency exposure based on the information provided to key management is as follows: SGD $ Group 2010 Financial assets Cash and cash equivalent Trade and other receivables Other nancial assets USD $ RMB $ Other $ Total $
826,079 462,999 1,133 1,290,211
3,324,795 15,753,617 19,078,412
3,513,236 215,132 3,728,368
465,331 1,059,568 78,805 1,603,704
8,129,441 17,491,316 79,938 25,700,695
Financial liabilities Trade and other payables Borrowings
3,975,478 5,960,533 9,936,011
2,160,021 4,188,909 6,348,930
3,220,847 3,220,847
3,110,529 1,748,043 4,858,572
12,466,875 11,897,485 24,364,360
Net nancial assets/ (liabilities) Add : Net nancial (assets)/ liabilities denominated in the respective entities functional currencies Currency exposure of nancial assets/ (liabilities)
(8,645,800)
12,729,482
507,521
(3,254,868)
1,336,335
8,672,802 27,002
12,729,482
(507,521)
2,527,324 (727,544)
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28 Financial Risk Management and Instruments (continued) (a) Market risk (continued) (i) Currency risk (continued) SGD $ Group 2009 Financial assets Cash and cash equivalent Trade and other receivables Other nancial assets USD $ RMB $ Other $ Total $
1,923,700 670,895 2,594,595
2,378,977 12,558,794 14,937,771
2,920,987 74,620 2,995,607
825,383 1,485,312 192,872 2,503,567
8,049,047 14,789,621 192,872 23,031,540
Financial liabilities Trade and other payables Borrowings
11,493,373 11,594,396 23,087,769
1,252,813 1,252,813
1,562,403 1,562,403
1,136,546 16,232 1,152,778
15,445,135 11,610,628 27,055,763
Net nancial assets/ (liabilities) Add : Net nancial (assets)/ liabilities denominated in the respective entities functional currencies Currency exposure of nancial assets/(liabilities)
(20,493,174) 13,684,958
1,433,204
1,350,789
(4,024,223)
20,617,332 124,158
13,684,958
(1,433,204)
635,423 1,986,212
The Company does not have signicant exposure to currency risk as it operates only in Singapore. Revenue and expenses are predominantly denominated in Singapore Dollar. If the USD changes against the SGD by 5% (2009: 5%) with all other variables including tax rate being held constant, the effects arising from the net nancial liability/asset position to the net prot and equity of the Group will be as follows: Group 2010 $ USD against SGD - strengthened - weakened 2009 $
636,474 (636,474)
684,248 (684,248)
If other foreign currencies change against the SGD by 5% (2009: 5%) with all other variables including tax rate being held constant, the effects arising from the net nancial liability/asset position to the net prot of the Group will not be signicant.

28 Financial Risk Management and Instruments (continued) (a) Market risk (continued) (ii) Cash ow and fair value interest rate risks Cash ow interest rate risk is the risk that the future cash ows of a nancial instrument will uctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a nancial instrument will uctuate due to changes in market interest rates. The Groups exposure to cash ow interest rate risk mainly arises from bank borrowings at variable rates. The Group manages its cash ow interest rate risk by keeping bank borrowings to the minimum required to sustain the operations of the Group. If the interest rates increase/decrease by 1% (2009: 1%) with all other variables including tax rate being held constant, the impact to the net prot as a result of higher/lower interest expense on these borrowings is assessed as being not material. (b) Credit risk Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in nancial loss to the Group. The major classes of nancial assets of the Group and of the Company are bank deposits and trade receivables. For trade receivables, the Group adopts the policy of dealing only with customers of appropriate credit history, and obtaining cash deposits where appropriate to mitigate credit risk. For other nancial assets, the Group adopts the policy of dealing only with the high credit quality counterparties. As the Group and Company do not hold any collateral, the maximum exposure to credit risk for each class of nancial instruments is the carrying amount of that class of nancial instruments presented on the balance sheet. The trade receivables of the Group include 4 debtors (2009: 6 debtors) that individually represented 5 - 20% of trade receivables. The credit risk for trade receivables based on the information provided to key management is as follows: Group 2010 $ By types of customers Non-related parties - Multi-national companies - Other companies
2009 $
16,930,185 460,734 17,390,919
14,531,575 216,651 14,748,226
(i)
Financial assets that are neither past due nor impaired Bank deposits that are neither past due nor impaired are mainly deposits with banks with high creditratings assigned by international credit rating agencies. Trade receivables that are neither past due nor impaired are substantially companies with a good collection track record with the Group.
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28 Financial Risk Management and Instruments (continued) (b) Credit risk (continued) (ii) Financial assets that are past due and/or impaired There is no other class of nancial assets that is past due and/or impaired except for trade receivables. The age analysis of trade receivables past due but not impaired is as follows: Group 2010 $ Past due 0 to 3 months Past due 3 to 6 months 5,554,754 333,413 5,888,167 2009 $ 1,998,583 1,791,279 3,789,862
The carrying amount of trade receivables individually determined to be impaired and the movements in the related allowance for impairment are as follows: Group 2010 $ Gross amount Less: Allowance for impairment 122,071 (122,071) 122,071 122,071 2009 $ 49,200 (49,200)
Beginning of nancial year Allowance made Allowance written back End of nancial year
(c)
Liquidity risk Prudent liquidity risk management implies maintaining sufcient cash to nance the Group and the Companys operations and development activities. The Group manages the liquidity risk by maintaining a level of cash and cash equivalents deemed adequate to nance the Groups business operations and development activities. The Groups objective is to maintain a balance between continuing of funding and exibility through the use of bank borrowings, bills payable, bank overdrafts and nance lease liabilities. The table below analyses the maturity prole of the nancial liabilities of the Group and the Company based on contractual undiscounted cash ows. Less than 1 year $ Group 2010 Trade and other payables Borrowings Between 1 and 2 years $
12,003,849 9,620,021 21,623,870
2,393,298 2,393,298

28 Financial Risk Management and Instruments (continued) (c) Liquidity risk (continued) Less than 1 year $ 2009 Trade and other payables Borrowings Between 1 and 2 years $
14,816,084 9,666,768 24,482,852
2,046,292 2,046,292
Company 2010 Trade and other payables 2009 Trade and other payables (d) Capital risk
286,964
188,668
The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings. Management monitors capital based on debt-equity ratio. The Group and the Company are required by a bank to maintain debt-equity ratio of not exceeding 2.50 times (2009: 2.50 times). The Group and the Companys strategies are to maintain debt-equity ratios within 2.00 to 2.50 times. The debt-equity ratio is calculated as total liabilities divided by total equity. Group 2010 $ Total debt Total equity Debt-equity ratio 25,430,261 25,715,445 0.99 2009 $ 27,966,419 24,390,234 1.15 2010 $ 286,964 23,905,935 0.01 Company 2009 $ 188,668 24,097,720 0.01
The Group and the Company are in compliance with all externally imposed capital requirements for the nancial year ended 31 December 2009 and 2010 except as disclosed in Note 12(c).
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29 New or Revised Accounting Standards and Interpretations Below are the mandatory standards, amendments and interpretations to existing standards that have been published, and are relevant for the Groups accounting periods beginning on or after 1 January 2011 or later periods and which the Group has not early adopted:
z
Amendments to FRS 24 Related party disclosures (effective for annual periods beginning on or after 1 January 2011) INT FRS 119 Extinguishing nancial liabilities with equity instruments (effective for annual periods commencing on or after 1 July 2010)
The management anticipates that the adoption of the above FRSs, INT FRSs and amendments to FRS in the future periods will not have a material impact on the nancial statements of the Group and of the Company in the period of their initial adoption, except for the amendments to FRS 24 Related party disclosures. The amendment removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities. It also claries and simplies the denition of a related party. However, the revised denition of a related party will also mean that some entities will have more related parties and will be required to make additional disclosures. Management is currently considering the revised denition to determine whether any additional disclosures will be required and has yet to put systems in place to capture the necessary information. It is therefore not possible to disclose the nancial impact, if any, of the amendment on the related party disclosure.
STATISTICS OF SHAREHOLDINGS
As at 21 March 2011
Issued and fully paid-up capital Number of shares issued Class of shares Voting rights Number of treasury shares
**
: : : : :
S$25,830,249** 123,551,245 shares Ordinary shares One vote per ordinary share Nil
This is based on records kept with the Accounting & Corporate Regulatory Authority (ACRA) and differs from the accounting records of the Company which is S$24,711,184 due to certain share issue expenses.
Distribution of Shareholdings
No. of Shareholders 1 74 207 9 291
Size of Shareholdings 1 - 999 1,000 - 10,000 10,001 - 1,000,000 1,000,001 and above Total
% 0.34 25.43 71.14 3.09 100.00
No. of Shares 210 505,716 21,738,926 101,306,393 123,551,245
% 0.00 0.41 17.59 82.00 100.00
Twenty Largest Shareholders

No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Name of Shareholders Chua Kim Guan Ng Boon Leng Mayban Nominees (S) Pte Ltd Hong Leong Finance Nominees Pte Ltd DMG & Partners Securities Pte Ltd BNP Paribas Nominees Spore Pte Ltd Tan Soon Liang (Chen Shunliang) Tang Bee Leng Lim Yew Beng Phillip Securities Pte Ltd PrimePartners Corporate Finance Pte Ltd Khoo Peng Ang Majed Maruf Ahmad or Ravi Majed Kok Choon Kang Tan Chong Yee Chua Hock Chuan Toh Cheng Hong Chan Chong Beng Chua Peng Swee Teng Yew Meng Total: No. of Shares 72,857,997 10,370,370 7,000,000 2,916,000 2,055,000 1,970,000 1,471,026 1,342,000 1,324,000 983,000 925,926 750,000 500,000 490,000 476,000 451,000 439,000 395,000 368,000 366,000 107,450,319 % 58.97 8.39 5.67 2.36 1.66 1.59 1.19 1.09 1.07 0.80 0.75 0.61 0.40 0.40 0.38 0.36 0.36 0.32 0.30 0.30 86.97
66/67
STATISTICS OF SHAREHOLDINGS
As at 21 March 2011
Percentage of Shareholding in Publics Hands
Based on the information available to the Company as at 21 March 2011, approximately 25.78% of the issued ordinary shares of the Company is held by the public and, therefore, Rule 723 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited is complied with.
Substantial Shareholders
(as recorded in the Registrar of Substantial Shareholders) Direct Interest No. of Shares % 72,857,997 10,370,370 58.97 8.39 Deemed Interest No. of Shares % 7,000,000 5.67
Name of Substantial Shareholders Chua Kim Guan Ng Boon Leng

(1)
Note:
(1)
Mr Chua Kim Guan is deemed to be interested in 7,000,000 shares registered in the name of Mayban Nominees (S) Pte Ltd.
Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting (AGM) of JLJ HOLDINGS LIMITED (the Company) will be held at No. 2 Woodlands Sector 1 #01-35 Woodlands Spectrum 1 Singapore 738068 on Tuesday, 26 April 2011 at 9.30 a.m. to transact the following business:-
As Ordinary Business 1. To receive and adopt the Audited Financial Statements of the Company for the nancial year ended 31 December 2010 together with the Directors Report and the Auditors Report thereon. (Resolution 1) To declare a First and Final Dividend of 0.47 cent per ordinary share one-tier tax exempt for the nancial year ended 31 December 2010. (Resolution 2) To approve the sum of Directors fees of S$88,333.00 for the nancial year ended 31 December 2010. (Financial year ended 31 December 2009: S$37,500.00)
2.
3.
(Resolution 3)
4.
To re-elect Mr Foo Say Tun, a director retiring pursuant to Article 88 of the Companys Articles of Association. (Resolution 4) Mr Foo Say Tun will, upon re-election as a Director of the Company, remain as the Chairman of Remuneration Committee and a member of the Audit Committee and Nominating Committee and will be considered independent for purpose of Rule 704(7) of Section B: Rules of Catalist of the Listing Manual of the Singapore Exchange Securities Trading Limited (SGX-ST) (Catalist Rules).
5.
To re-elect Mr Ng Boon Leng, a director retiring pursuant to Article 89 of the Company Articles of Association. (Resolution 5) To note that Mr Khoo Boo Teck Randolph, who is retiring pursuant to Article 89 of the Companys Articles of Association, will not stand for re-election. Mr Khoo Boo Teck Randolph, will cease to be a member of the Companys Audit Committee and Remuneration Committee and will also cease to be the Chairman of Nominating Committee.
6.
7.
To re-appoint Messrs Nexia TS Public Accounting Corporation as Auditors of the Company and to authorise the Directors to x their remuneration. (Resolution 6) To transact any other business which may properly be transacted at an annual general meeting.
8.
As Special Business To consider and, if thought t, to pass the following resolution as ordinary resolution, with or without modications:9. Authority to allot and issue shares in the capital of the Company That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore (the Act) and Rule 806 of Section B: Rules of Catalist of the Listing Manual of the Singapore Exchange Securities Trading Limited (SGX-ST) (Catalist Rules) and the Articles of Association of the Company, authority be and is hereby given to the directors of the Company to:(a) (i) allot and issue shares in the capital of the Company (the Shares) whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements, or options (collectively, Instruments) that might or would require Shares to be issued, including but not limited to (i) the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares,
(ii)
at any time and upon such terms and conditions and for such purposes and to such persons as the directors may in their absolute discretion deem t; and
68/
Notice of Annual General Meeting

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instruments made or granted by the Directors while this Resolution was in force, provided that: (1) the aggregate number of Shares to be issued (including Shares to be issued in pursuance of Instruments made or granted pursuant to this authority) does not exceed one hundred per cent. (100%) of the total number of issued Shares (excluding treasury shares) (calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro rata basis to the shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this authority) shall not exceed fty per cent. 50% of the total number of issued Shares (excluding treasury shares) (calculated in accordance with sub-paragraph (2) below); and (subject to such manner of calculation and adjustments as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the percentage of the total number of issued Shares (excluding treasury shares) shall be based on the Companys total number of issued Shares (excluding treasury shares) at the date of the passing of this Resolution, after adjusting for Shares that may be issued arising from (a) the conversion or exercise of convertible securities or share options or (b) new Shares arising from exercising share options or vesting of share awards outstanding and/or subsisting at the time of passing of this Resolution, provided the options or awards were granted in compliance with Part Vlll of Chapter 8 of the Catalist Rules; and (c) any subsequent bonus, consolidation or subdivision of Shares;
(2)
In exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Catalist Rules for the time being in force (in each case, unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Act and otherwise, and the Memorandum and Articles of Association for the time being of the Company; Unless previously revoked or varied by the Company in general meeting, such authority conferred by this Resolution shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier. (Resolution 7) [See Explanatory Note (i)] By Order Of The Board Sharon Yeoh Tham Lee Meng Company Secretaries Singapore, 8 April 2011
Explanatory Notes on Resolution to be passed: (i) Ordinary Resolution 7, if passed, will empower the Directors from the date of the above AGM until the date of the next annual general meeting, to allot and issue shares and convertible securities in the Company up to an amount not exceeding one hundred per cent. (100%) of the total number of issued Shares (excluding treasury shares) of the Company, of which up to fty per cent. (50%) of the total number of issued Shares (excluding treasury shares), may be issued other than on a pro rata basis to shareholders. This authority will, unless previously revoked or varied at a general meeting, expire at the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.
Notes:1. A member of the Company shall not be entitled to appoint more than two proxies to attend and vote at the AGM on his behalf. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company. The instrument appointing a proxy shall, in the case of an individual, be signed by the appointor or his attorney, and in case of a corporation, shall be either under the Common Seal or signed by its attorney or an ofcer on behalf of the corporation. The instrument appointing a proxy or proxies must be deposited at the registered ofce of the Company at No. 2 Woodlands Sector 1 #01-35 Woodlands Spectrum 1 Singapore 738068 not less than 48 hours before the time appointed for the holding of the AGM.
2.
3.
JLJ HOLDINGS LIMITED

(Company Registration No. 200904797H) (Incorporated in the Republic of Singapore)
IMPORTANT 1. For investors who have used their CPF monies to buy shares of the Company, the Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. CPF investors who wish to vote should contact their CPF Approved Nominee
ANNUAL GENERAL MEETING PROXY FORM
2.
3.
I/We, of
NRIC / Passport No.
being a member/members of JLJ HOLDINGS LIMITED (the Company), hereby appoint NRIC/Passport Number Proportion of Shareholdings (%)
Name
Address
and/or (delete as appropriate) NRIC/Passport Number Proportion of Shareholdings (%)
Name
Address
as *my/our *proxy/proxies to attend and to vote for *me/us on *my/our behalf and, if necessary to demand a poll, at the Annual General Meeting (AGM) of the Company to be held at No. 2 Woodlands Sector 1 #01-35 Woodlands Spectrum 1 Singapore 738068 on Tuesday, 26 April 2011 at 9.30 a.m. and at any adjournment thereof. *I/We direct *my/our *proxy/proxies to vote for or against the Resolutions to be proposed at the AGM as indicated hereunder. If no specic directions as to voting is given or in the event of any item arising not summarised below, the *proxy/proxies will vote or abstain from voting at *his/their discretion. No. 1 2 3 4 5 6 7 Resolutions Adoption of Audited Financial Statements, Directors Report and Auditors Report for the nancial year ended 31 December 2010 Declaration of a First and Final Dividend Approval of Directors fees for the nancial year ended 31 December 2010 Re-election of Mr Foo Say Tun as a Director Re-election of Mr Ng Boon Leng as a Director Re-appointment of Auditors of the Company Authority to allot and issue shares pursuant to Section 161 of the Companies Act, Cap. 50 of Singapore For* Against*
* Please indicate your vote For or Against with a tick () within the box provided.
Dated this
day of
2011. Shares in : (a) Depository Register No. of Shares
(b) Register of Members Signature(s) of Member(s)/Common Seal IMPORTANT: PLEASE READ NOTES OVERLEAF
Notes : 1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as dened in Section 130A of the Companies Act, Cap. 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 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. A member of the Company entitled to attend and vote at a meeting of the Company shall not be entitled to appoint more than two proxies to attend and vote on his behalf. Such proxy need not be a member of the Company. Where a member appoints more than one proxy, the proportion of his/her shareholdings concerned to be represented by each proxy shall be specied in the form of proxy, failing which the nomination shall be deemed to be alternative. The instrument appointing a proxy or proxies (together with the power of attorney (if any) under which it is signed or a certied copy thereof) must be deposited at the Companys registered ofce at No. 2 Woodlands Sector 1 #01-35 Woodlands Spectrum 1 Singapore 738068, not less than forty-eight (48) hours before the time of the AGM. The instrument appointing a proxy or proxies must be under the hand of the appointor or 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 Common Seal or under the hand of its attorney or a duly authorised ofcer. Where an instrument appointing a proxy is signed on behalf of a member by an attorney, the letter or power of attorney or a duly certied copy thereof shall (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument of proxy may be treated as invalid. A corporation which is a member may by resolution of its directors or other governing body authorise such person as it thinks t to act as its representative at the AGM. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specied in the instrument appointing a proxy or proxies. In addition, in the case of a member whose shares are entered against his/her name in the Depository Register, the Company may reject any instrument of proxy lodged if such member, being the appointor, is not shown to have shares entered against his/her name in the Depository Register 48 hours before the time appointed for holding the AGM, as certied by The Central Depository (Pte) Limited to the Company.
2.
3.
4.
5.
6.
7.
8.
corporate information
JLJ HOLDINGS LIMITED
Company Registration No. 200904797H
Board of Directors
Foo Say Tun Non-Executive Chairman and Independent Director Ng Boon Leng Chief Executive Officer Chua Kim Guan Non-Executive Director Tan Soon Liang Non-Executive Director Khoo Boo Teck Randolph Independent Director Pao Kiew Tee Independent Director
Company Secretaries
Sharon Yeoh Tham Lee Meng
Auditors
Nexia TS Public Accounting Corporation 5 Shenton Way #16-00 UIC Building Singapore 068808 Audit Partner-in-Charge: Chin Chee Choon (Appointed since financial year ended 31 December 2009)
Registered Office
No. 2 Woodlands Sector 1 #01-35 Woodlands Spectrum 1 Singapore 738068 Tel: (65) 6483 3520 Fax: (65) 6752 7342 Website: www.JLJ-Holdings.com
Share Registrar
B.A.C.S. Private Limited 63 Cantonment Road Singapore 089758 Tel: (65) 6593 4848 Fax: (65) 6593 4847 Email: main@bacs.com.sg
Sponsor
PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705
Audit Committee
Pao Kiew Tee Chairman Khoo Boo Teck Randolph Foo Say Tun
1
Principal Bankers
DBS Bank Ltd 6 Shenton Way DBS Building Tower One Singapore 068809
Tan Soon Liang
Remuneration Committee
Foo Say Tun1 Chairman Pao Kiew Tee2 Khoo Boo Teck Randolph Tan Soon Liang
Nominating Committee
Khoo Boo Teck Randolph Chairman Pao Kiew Tee Foo Say Tun1 Tan Soon Liang
Appointed with effect from 18 March 2011

1
Relinquished his position as Chairman of Remuneration Committee with effect from 18 March 2011
2
JLJ Holdings Limited

(Company Reg No.: 200904797H) No. 2 Woodlands Sector 1 #01-35 Woodlands Spectrum 1 Singapore 738068 Tel: (65) 6483 3520 Fax: (65) 6752 7342

Annual Report Jubilee Industries 2010

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Annual Report Jubilee Industries 2010

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Precision Innovation Aesthetic

JLJ HOLDINGS LIMITED 2010 annual report

Mould Design and Fabrication Business (MDF)

JLJ HOLDINGS LIMITED 2010 annual report

Precision Plastic Injection Moulding Business (PPIM)

Source: * Asiaone Business, 18 February 2011 http://www.asiaone.com/Business/News/Story/A1Story20110218-264111.html

JLJ HOLDINGS LIMITED 2010 annual report

Foo Say Tun

JLJ HOLDINGS LIMITED 2010 annual report

JLJ HOLDINGS LIMITED 2010 annual report

OUTLOOK AND STRATEGIES

FY2010 51,146 25,430 25,716 19,483 6,619

FY2009 52,357 27,967 24,390 23,482 5,848

FY2008 46,711 25,201 21,510 22,550 2,449

FY2007 39,711 20,349 19,362 18,641 1,959

FY2006 37,413 21,431 15,982 20,861 (173)

Revenue by Segment (S$ million) l MDF l PPIM

FY2010 10.4 53.7

FY2009 17.1 43.0

FY2008 21.0 29.8

FY2007 23.9 25.1

FY2006 14.9 24.0

16.2% 28.4% 41.4% 48.8% 38.2%

JLJ HOLDINGS LIMITED 2010 annual report

JLJ HOLDINGS LIMITED 2010 annual report

JLJ HOLDINGS LIMITED 2010 annual report

MR NG CHENG HENG joined us as the Operations Director of EMold Manufacturing (Kunshan)

JLJ HOLDINGS LIMITED 2010 annual report

Corporate Governance Report

Corporate Governance Report

Board No. of No. of meetings meetings held attended N.A N.A 2 2 2 2 2 2 2 2 2 2

JLJ HOLDINGS LIMITED 2010 annual report

Corporate Governance Report

Corporate Governance Report

(iii) (iv) (v) (vi)

JLJ HOLDINGS LIMITED 2010 annual report

Corporate Governance Report

Corporate Governance Report

nil 100 100 100 100

100 100 100 100 100

Subject to approval as a lump sum payment at the forthcoming AGM.

100 100 100 100 100

JLJ HOLDINGS LIMITED 2010 annual report

Corporate Governance Report

(f) (g) (h) (i)

Corporate Governance Report

JLJ HOLDINGS LIMITED 2010 annual report

Corporate Governance Report

Amount Allocated S$000 1,500 1,296 2,796

(appointed on 24 August 2010)

72,857,997 10,370,370 1,471,026

82,857,997 10,370,370 2,471,026

JLJ HOLDINGS LIMITED 2010 annual report

On behalf of the directors

Ng Boon Leng Director

Chua Kim Guan Director

JLJ HOLDINGS LIMITED 2010 annual report

On behalf of the directors

Ng Boon Leng Director

Chua Kim Guan Director

Independent Auditor's Report

Singapore 28 March 2011

JLJ HOLDINGS LIMITED 2010 annual report

8,129,441 17,491,316 5,177,164 691,440 31,489,361