Annual Report - Jubilee Industries 2009

A n n u a l
R e p o r t
2 0 0 9
Precision Innovation Aesthetic
Contents
02 Corporate Profile 05 Milestones 06 Financial Highlights 07 Strategic Locations 08 Chairmans Statement 10 Operations Review 12 Board Of Directors 15 Executive Officers 16 Corporate Information 17 Corporate Governance 27 Financial Statements 76 Statistics Of Shareholdings 78 Notice Of Annual General Meeting 83 Proxy Form
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 1 Raffles Place, #30-03 OUB Centre, Singapore 048616, telephone (65) 6229 8088.
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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.
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Corporate Profile
Listed successfully on 10 July 2009 on SGX Catalist, we aim to become the leading provider of choice of precision plastic injection moulding solutions.
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 verticallyintegrated product offerings and service, we provide design, fabrication and sale of precision plastic injection moulds (MDF), precision plastic injection moulding (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 PRC, and our products are sold to customers in the United States, Singapore, Europe and Malaysia. Our long-term customers include Apple, Dyson, Hewlett Packard and Automotive Lighting, each of whom is a leading player in their respective industries. In recognition of our quality management systems, our Group achieved the ISO9001:2000 for our MDF and PPIM services. In 2007, we were awarded the Singapore SME 500 Award
20th Annual - Promising SME Crossing the S$50 Million Turnover award, the Singapore SME 500 Companies award and featured in the Singapore Fastest Growing 50 Companies. In addition, we also received numerous customer awards including the Certificate of Appreciation for Most Reliable Business Partner in Mould Fabrication in 2007 by Automotive Lighting and the Green Management System Verification for plastic product range in 2007 by Ausutek Computer Inc.. Listed successfully on 10 July 2009 on SGX Catalist, we aim to become the leading provider of choice of precision plastic injection moulding 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.
02 JLJ Holdings Limited Annual Report 2009
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-theart steel cutting machines in JLJ, such as Mikron 5-axis Machine. We believe that both a good hard ware 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 strengths is in our ability to build double shot injection tools, and we have perfected such 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-formanufacturing) before proceeding with tool fabrication. Our quality motto is to do things right the first time and to avoid unnecessary wastage.
JLJ Holdings Limited Annual Report 2009 03
Corporate Profile (contd)
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 gasassisted 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 are very focused 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 equipments, 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 injection moulding, 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-add 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, verticallyintegrated solution.
Milestones
Since our inception, JLJ has been growing our operations and customer base rapidly:
Year
1993
Jin Li Mould commenced operations in a 100 sq m factory in Singapore with five employees and five mould fabrication machines to provide MDF products to the computer peripherals industries
1997
Secured Hewlett Packard as a customer by supplying moulds for the production of its printer products
2001
Secured Apple as a customer by supplying high precision moulds with cosmetic finishings for the production of plastic parts/components that are aesthetically pleasing and of high quality finishings for the iMac range of desktop computers
2003
Started providing MDF products for Automotive Lighting, a manufacturer of headlights for major car manufacturers like Mazda, Honda and Toyota Expanded business into the PRC and established EMold Kunshan
2004
Introduced PPIM services and Value Added Services to provide one-stop, integrated service to our customers Relocated Singapore production facility to its current location to allow for production expansion to cope with increasing demand
2005
Awarded Top 50 Fastest Growing and Singapore SME 500 Companies by DP Information Group
2006
Jin Li Mould and EMold Kunshan awarded ISO9001:2000 certifications in recognition of high quality standards of manufacturing process and services Secured Dyson, a major player in the global household appliances industry, as a new customer, for our MDF products Awarded Singapore SME 500 Companies
2007
Awarded Singapore SME 500 Award 20th Annual - Promising SME Crossing the S$50m Turnover Awarded Singapore SME 500 Companies Ranked 19th among Singapore Top 50 Fastest Growing Companies
2008
Jubilee in Malaysia commenced operations Expanded EMold Kunshan to its current capacity
2009
Successfully listed on the Singapore Exchange Securities Trading Limited Catalist on 10 July 2009
Financial Highlights
For the year (S$000) Revenue Gross Profit Profit before income tax Net profit attributable to equity holders Operating cashflow 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 and equipment Cash and cash equivalents
FY2009 52,357 27,967 24,390 23,482 8,049
FY2008 46,711 25,201 21,510 22,550 5,237
FY2007 39,711 20,349 19,362 18,641 4,985
FY2006 37,413 21,431 15,982 20,861 4,259
Revenue by Segment
28.4%
FY2009
41.4%
FY2008
48.8%
FY2007
38.2%
FY2006
71.6%
58.6%
51.2%
61.8%
(S$000) MDF PPIM
FY2009 17,062 42,993
FY2008 21,027 29,802
FY2007 23,921 25,089
FY2006 14,857 24,047
Strategic Locations
SINGAPORE
Jin Li Mould Mfg Pte Ltd (Jin Li Mould) started operations in 1993 in a 100 sq m factory in Singapore with five employees and five mould fabrication machines, the Singapore headquarter now boasts a factory area of 4,352 sq m and 218 staff and well equipped with 38 PPIM and 32 MDF machines. The Singapore plant is also a design and technical centre, focusing its capabilities on complex moulds and niche products requiring superior finishing and higher cosmetic features.
CHINA
In year 2003, JLJ expanded its business into the PRC and established EMold Manufacturing (Kunshan) Co., Ltd (EMold Kunshan) with a staff strength of 30 and a production facility of 2,400 sq m. Today, the plant has more than quadruple its area to 10,624 sq m with 575 staff and equipped with 110 PPIM and 30 MDF machines.
CH INA
MALAYSIA
Jubilee Manufacturing Sdn Bhd (Jubilee Manufacturing) commenced operations with production facilities of 1,083 sq m in Johor Bahru, Malaysia in 2008. The plant has since expanded its CNC capabilities with additional machines and is now equipped with 42 PPIM and 42 MDF machines in a 6,047 sq m facility with 117 staff.
Malay sia
Singapore
Chairmans Statement
Our Group registered an 18.2% increase in revenue to S$60.1 million in FY2009 compared with S$50.8 million for the financial year ended 31 December 2008 (FY2008), largely attributed to an increase in revenue from the precision injection moulding (PPIM) segment. Our gross profit and gross profit margins in FY2009 were lower at S$6.6 million and 11.0% respectively (FY2008 gross profit: S$10.8 million, gross profit margins: 21.3%) due to depressed selling prices and strong competitive pressure within the industry. The Groups other income increased by approximately 37.6% to S$0.5 million in FY2009 mainly due to jobs credit assistance from the Government and write-back of bad debts and liquidation cost. This was offset by higher total operating expenses of S$6.7 million which included one-time expenses incurred in relation to our initial public offering. Consequently, we ended the year with a net profit of S$0.3 million. Dear Shareholders On behalf of the Board of Directors, I am pleased to present JLJ Holdings Limiteds (JLJ or the Group) inaugural annual report as a public listed company for the financial year ended 31 December 2009 (FY2009). On 10 July 2009, JLJ was admitted to Catalist, the sponsor-supervised board of the Singapore Exchange where we commenced trading, thus initiating a new phase in our relationship with the public. We welcome you, our new shareholders and thank you for the confidence that you have bestowed through investing in our Group.
Precision . Innovation . Aesthetic Focusing on our core competencies in different markets

In overcoming the challenging past year, we continue to strengthen our position as a onestop provider of precision plastic injection mould and moulding solutions. We have forged closer relationships with our global customers by meeting their stringent requirements for precision, innovative and aesthetic products. At the same time, we undertook a review of our business operations and to streamline our production facilities in Singapore and in the region to remain competitive. To support our customers demand for high precision products and value-added services, we have been strategically transforming our Singapore plant into a design and technical centre with a focus on complex moulds and niche products requiring superior finishing and higher cosmetic features. As part of our cost saving strategy, we have been transferring labour intensive productions to our
Staying profitable despite a challenging year

FY2009 has been a very challenging year. The electronics industry which we are supporting was greatly impacted by the global economic slowdown following the financial crisis. Our customers scaled back on new business activities in the year 2009 which in turn impacted our businesses. Even against this lackluster backdrop, we continue to remain profitable.
lower cost manufacturing facilities in the Peoples Republic of China (the PRC) and Malaysia. Our Johor plant in Malaysia started PPIM operations in the third quarter of FY2009 and new orders which required bigger-tonnage PPIM machines are expected to increase. In PRC, our Kunshan plant is mostly supporting our major customer Apple Inc. (Apple) whose manufacturing activities are based in the country. Being in close proximity to Apples manufacturing sites enable us to provide quick turnaround response time to market and customer trends as well as help to reduce shipping and logistic costs. With our intensified efforts to add-value to our customers and the streamlining of our manufacturing operations, we believe we have laid the groundwork for the growth of our business.
demand for household appliances and computer peripherals have started to pick up in the last quarter of 2009 and we expect to benefit from increased orders from our customers. We will also continue to explore business opportunities in the medical devices sector for the production of plastic parts for medical diagnostic devices and medical precision laboratory equipment, leveraging on our expertise in precision plastic injection moulds and moulding solutions. Financial-wise, the Group will continue to take a disciplined approach in managing our product mix so as to improve margins, increase productivity, tighten costs and conserve cash. With these strategies in place, we remain optimistic about the Groups longer term prospects for sustained revenue and profit growth.
Looking Ahead
While the recessionary conditions appear to have bottomed, global economic recovery remains subdued and we expect the operating environment to continue to remain challenging and competitive in the financial year ending 31 December 2010 (FY2010). However, even amidst an uncertain operating environment, it is imperative that we continue to explore and seize relevant growth opportunities as and when they arise. Going forward, we will be looking into improving our business mix with a focus towards higher margin products and services while continuing our growth in tandem with our major customers. In view of the increasing demand from customers for PPIM services, we anticipate PPIM to be the growth driver for our Group and will concentrate our resources on the PPIM segment as it is a recurring and higher value-added business. Our major customer Apple entered the PRC with the launch of its iPhone in October 2009. We anticipate more orders from Apple with improved consumer sentiment and are exploring capacity expansion for our Kunshan plant. Similarly,
Our Appreciation to All

As an appreciation for our valued shareholders who supported us during these challenging times, the Board has recommended a final dividend of 0.06 Singapore cents per share for FY2009. This proposed final dividend, if approved at the Companys Annual General Meeting, will be paid on or about 21 May 2010. On behalf of the Board, we thank all our shareholders, staff, customers and business partners for their continued support and loyalty which enabled us to pull through this difficult year.
Chua Kim Guan Executive Chairman
Operations Review
The financial year ended 31 December 2009 (FY2009) was a challenging year for the Group. The electronics sector is one of the sectors hardest hit by the global financial crisis and like most companies, the Group was not spared from the effects of the weakening economic climate. Our customers scaled back on their new business activities in the face of poor consumer sentiments and weaker demand and this had negatively impacted our businesses. In any case, the Group weathered through the downturn and remained profitable and achieved a healthy balance sheet and positive net cash flow from operating activities in FY2009. The PPIM segment contributed approximately S$43.0 million in revenue (accounting for 71.6% of total Group revenue) in FY2009 compared with approximately S$29.8 million in revenue (accounting for 58.6% of total Group revenue) in FY2008. The increase in revenue for PPIM is largely attributed to increased orders from customers. Despite the reduction in selling prices and lower profit margins, PPIMs gross profit was higher at approximately S$7.6 million in FY2009 compared with approximately S$6.7 million in FY2008, in line with the increase in revenue. Balance sheet wise, the Groups current assets increased from approximately S$23.9 million as at 31 December 2008 to approximately S$28.6 million as at 31 December 2009 mainly due to the increase in trade and other receivables as higher PPIM services were delivered in the customer during the fourth quarter of FY2009 (Q4 2009). Likewise, trade and other payables increased also by approximately S$1.5 million largely attributed to the increase in volume for the PPIM segment. The Groups total liabilities increased from approximately S$25.2 million as at 31 December 2008 to approximately S$28.0 million as at 31 December 2009 due mainly to an increase in borrowings by approximately S$1.7 million which in turn was mainly a result of the repayment on term loan and finance lease, offset by the bridging loan secured under the government assistance scheme to assist companies during the credit crunch in 2009. On the Groups cash flow, our net cash from operating activities was an inflow of approximately S$4.9 million in FY2009 mainly due to an increase of approximately S$1.1 million in trade and other payables because of higher volume of PPIM business during Q4 2009, offset by a decrease of approximately S$3.7 million in trade and other receivables as a result of PPIM services being delivered to the customer in Q4 FY2009. Inventories also decreased by approximately S$1.4 million due to the lower MDF projects in progress in FY2009. In FY2008, the net cash from operating activities was an inflow of approximately S$9.6 million mainly due to higher operating profit.
Financial Performance
The Groups revenue increased by approximately S$9.3 million or 18.2% from approximately S$50.8 million in FY2008 to approximately S$60.1million in FY2009. The Groups revenue increase was largely contributed by higher revenue from the Precision Plastic Injection Moulding (PPIM) segment. The Groups gross profit decreased by approximately S$4.2 million or 38.9% from approximately S$10.8 million in FY2008 to approximately S$6.6 million in FY2009 due to the change in the Groups product mix ratio in Plastic Injection Moulds (MDF) and PPIM. The Groups product mix ratio for FY2009 of MDF segment to PPIM segment was 28.4% to 71.6% as compared to 41.4% to 58.6% in FY2008. The MDF segment contributed approximately S$17.1 million in revenue (accounting for 28.4% of total Group revenue) in FY2009 compared with approximately S$21.0 million in revenue (accounting for 41.4% of total Group revenue) in FY2008. The decline in revenue for MDF was due to the delay in the roll-out of new programmes by our major customers as they re-used their existing plastic injection moulds due to the slowdown in demand brought on by the financial crisis. Consequently, MDF incurred a gross loss of approximately S$1.0 million attributed to lower revenue and lower profit margins on the orders.
Net cash from financing activities was an inflow of approximately S$2.3 million in FY2009 as compared to an outflow of approximately S$3.0 million in FY2008 due mainly to the additional term loan secured, net proceeds from share issue of approximately S$3.2 million pursuant to the Companys Initial Public Offering (IPO) and lower dividend paid. The Group ended FY2009 with cash and cash equivalents of approximately S$5.8 million compared with approximately S$2.4 million in FY2008.
We will also actively pursue new programmes from existing customers in different industries such as household appliances. Global household appliance demand is expected to rise 2, driven primarily by market penetration in developing countries and by replacement and upgrading demands as well as new home building in developed markets. We anticipate increased orders from our customers as they will be launching new products. The Group will also continue to explore and develop new business segments and markets such as the medical devices sector. The production of plastic parts for medical diagnostic devices and medical precision laboratory equipment is a high growth potential market 3 and we will capitalise on our expertise in precision plastic injection moulds and moulding solutions to penetrate this new market segment. Going forward, the Group will actively manage its product mix of PPIM services and MDF services to achieve higher value-add and better margins. PPIM segment will continue to be the major growth driver of the Groups business due to the increasing demand from customers for PPIM services. The Group will focus more resources on growing the PPIM segment as it is a recurring revenue business with higher output and provides greater quality and sustainability to our earnings. MDF, nonetheless, will continue to be an important business segment as we can extend our expertise in MDF to provide more value-added services and one-stop total solutions to our customers. The Group will also continue to explore other growth opportunities and pursue synergistic mergers and acquisitions, alliances, collaborative partnerships and joint ventures when available.
Corporate Developments
In July 2009, the Group was admitted to Catalist, the sponsor-supervised board of the Singapore Exchange where we commenced trading as a listed entity. The Group issued a total of 16,000,000 New Shares and of the net proceeds of S$2.8 million, net of IPO related expenses charged to profit and loss of $0.4 million, raised from the IPO, approximately S$1.1 million was utilised for the acquisition of machineries while approximately S$1.1 million was used for working capital.
Outlook & Growth Strategies

In spite of the challenging and competitive operating environment, the Group remains cautiously optimistic of our business in FY2010. With the recovery in the economy, we expect increased orders from our customers as they rollout new programmes which require new plastic injection moulds and moulding solutions. Market analysts predicted that wireless and mobile segment will continue to grow and demand for smartphones and netbooks are expected to rise1. As such, we are well-positioned to leverage on growth in tandem with our major customer, Apple Inc, as demand for their products is expected to increase as consumer sentiments improve.
1 Source: Telecommunications Predictions 2010, Deloitte Touche Tohmatsu Global Technology, Media & Telecommunications Industry Group, January 19, 2010 2 Source: World Major Household Appliances, HYPERLINK http://www.marketresearch.com/vendors/viewvendor.asp?vendorid=1247&SID=92507134-474206148432030778 Freedonia Group Inc, December 1, 2009 3 Source: Medical-device makers bullish on 2010, Plastic News, January 24, 2010 Each of the persons whose websites and/or articles are set out in footnotes (1) to (3) above and containing information (the relevant information) upon which certain statement(s) (the relevant statement(s)) in this section has not consented to the inclusion of the relevant information and is therefore not liable for the relevant statement(s) under sections 253 and 254 of the Securities and Futures Act. While we have taken reasonable action to ensure that the relevant statement(s) have reproduced the relevant information in its proper form and context, we have not verified the accuracy of the relevant information.
Board of Directors
1 Mr Chua Kim Guan Executive Chairman 2 Mr Ng Boon Leng CEO & Executive Director 3 Mr Tan Soon Liang Non-Executive Director 4 Mr Khoo Boo Teck Randolph Independent Director 5 Mr Pao Kiew Tee Independent Director
1 2
Mr. Chua Kim Guan is our Executive Chairman and founding shareholder, and was appointed to our Board on 18 March 2009. He is responsible for the overall future planning, corporate direction of our Group and the management for the Board of Directors of our Company, and has been instrumental in the growth and development of our Group since its founding. He, along with other investors, co-founded our Subsidiary, Jin Li Mould, on 29 July 1993 and assumed the executive directorship of Jin Li Mould since its incorporation. Mr. Chua has more than 25 years of technical and management experience in the plastic injection moulding industry. Prior to 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 secondary level education. attained is
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. Tan Soon Liang is our Non-Executive Director and was appointed to our Board on 9 June 2009. Mr. Tan has more than 10 years of experience in the banking and finance industry, particularly in the field of corporate finance, strategy consulting and execution. Mr. Tan is currently director of Ti Ventures Pte Ltd which provides corporate development and business advisory services to growing companies in Asia. Prior to this role, he was Head of Business Advisory with BDO Raffles Advisory Pte Ltd since April 2006 and responsible for origination and execution of Pre-IPO, mergers and acquisition and growth advisory mandates. He was also an Associate Director of Sirius Venture Consulting Pte Ltd where he was involved in private equity investments and strategy consulting for SMEs. He has full experience in deal origination, evaluation, due diligence, structuring, execution and project management of IPO and fund raising projects in Asia. He was also Director of Sirius Management Services and Pyxis Communications & Consultancy Pte Ltd. From 1997 to 2002, he worked in JP Morgan & Co Inc, as an analyst, in DBS Bank Group as a Deputy Manager in the Equity Capital Markets Department before founding T2 Global Pte Ltd and joining AIA Company Ltd as a financial consultant to provide financial advisory to high net worth individuals and business owners. Mr. Tan graduated from Nanyang Technological University with a Bachelor of Business (Honours) Degree majoring in Financial Analysis in 1997 and subsequently, in 2000, 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.
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.
Board Of Directors (contd)
Mr. Khoo Boo Teck Randolph is an Independent Director of our Company and was appointed to our Board on 9 June 2009. He 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 is an Independent Director of our Company and was appointed to our Board on 9 June 2009. Mr. Pao is a Senior Government Auditor currently holding the position of Group Audit Director, where he is responsible for leading teams in the audit of financial statements and operation audits of statutory boards and Government-linked companies. Since 1979, Mr. Pao has been a Government Auditor, first as an Audit Senior for the Singapore Government and rose through the ranks to become Assistant Director, Director and currently 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. Mr. Pao is a Chartered Secretary and Administrator of United Kingdom and a fellow of the Institute of Certified Public Accountants of Singapore. Mr. Pao is also currently an Independent Director of Communication Design International Limited and the Honorary Treasurer of the Serangoon Gardens Country Club.
Executive Officers
Mr. Choi Swee Weng joined us as our Groups Chief Financial Officer since July 2007. 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. In addition, Mr. Choi is also responsible for corporate development initiatives in relation to mergers and acquisitions, joint ventures and strategic alliances. Mr. Choi has more than 15 years of valuable experience in managing corporate groupings of listed companies and MNCs. Prior to joining our Group, he was the Vice-President of Finance & Operations of Hotel Information Systems Asia Pte Ltd for 10 years and a Financial Controller for Quest Technology Pte Ltd for two (2) years. Mr. Choi is a Fellow Member of the Association of Chartered Certified Accountants.
2
Prior to joining us, Mr. Ng joined Omni Industries Limited from 1995 as a Project Engineer and left in 2003 as a Manufacturing Manager where he was responsible for managing a plant in Malaysia. Prior to joining Omni Industries Limited he was a Product and Tool Designer in Metro Plastics Industry Pte. Ltd. from 1990 to 1995. Mr. Ng holds a Diploma in Production Engineering (Tool and Mould Design) granted by the German Singapore Institute.
Mr Choi Swee Weng Groups Chief Financial Officer
Mr. Chee Kum Wah Daniel joined us as the Operations Director of EMold Kunshan in March 2006. 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 the PRC. 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 Ltd 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 in Shanghai, the PRC. 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 of staff to streamline work processes in the company so as to boost productivity.
Mr Ng Wee Tong Operations Director
Mr Chee Kum Wah Daniel Operations Director
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 and Malaysia Operations Director of our Company since November 2008 and responsible for managing the day to day operations of the moulding and tool making operations of our Singapore and Malaysia Subsidiaries, namely EMold Plastics, Jin Li Mould and Jubilee. He is also in charge of improving current process flows and effectiveness of project and supply chain management of such Subsidiaries.
Corporate Information
JLJ HOLDINGS LIMITED
Company Registration No. 200904797H
Registered Office
19 Keppel Road #03-10 Jit Poh Building Singapore 089058 Tel: (65) 6828 9128 Fax: (65) 6828 9112
Board of Directors
Chua Kim Guan Executive Chairman Ng Boon Leng Chief Executive Officer Tan Soon Liang Non-Executive Director Khoo Boo Teck Randolph Independent Director Pao Kiew Tee Independent Director
Principal 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
Sponsor Audit Committee

Pao Kiew Tee Chairman Khoo Boo Teck Randolph Tan Soon Liang PrimePartners Corporate Finance Pte. Ltd. 1 Raffles Place #30-03 OUB Centre Singapore 048616 Contact Person: Mark Liew Managing Director Corporate Finance
Remuneration Committee
Pao Kiew Tee Chairman Khoo Boo Teck Randolph Tan Soon Liang
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)
Nominating Committee
Khoo Boo Teck Randolph Chairman Pao Kiew Tee Tan Soon Liang
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
Company Secretaries
Lynette Loo Tham Lee Meng
Principal Bankers
DBS Bank Ltd 6 Shenton Way DBS Building Tower One Singapore 068809
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 throughout the financial year with specific reference to the Code issued by the Corporate Governance Committee. For easy reference, sections of the Code under discussion are specifically identified. However, this Report should be read as a whole as other sections of this Report may also have an impact on the specific disclosures. The Company has complied with the principles of the Code where appropriate.
BOARD MATTERS Principle 1: Boards Conduct of its Affairs

The Boards primary role is to protect shareholders interests and enhance long-term shareholder value. It sets the overall strategy for the Group and supervises the management. To fulfill 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) approving the Groups corporate and strategic directions; approving annual reports, periodic financial announcements and accounts; ensuring management leadership of high quality, effectiveness and integrity;
(iv) approving annual budgets, investment proposals; (v) appointing key personnel;
(vi) reviewing financial performance and implement financial policies which incorporate risk management, internal controls and reporting compliance; and (vii) assuming responsibility for corporate governance framework of the Company. 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 defined terms of reference and functional procedures, which are reviewed from time to time and endorsed by the Board. As at 31 December 2009, 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 financial or business strategies or objectives. Where necessary, additional Board meetings and committee meetings will be held to deliberate on urgent substantive matters. Telephonic attendance and conference via audio communication at Board meetings are allowed under the Companys Articles of Association.
Corporate Governance Report (contd)
The details of the number of Board meetings held since the listing of the Company till the end of the financial year under review and the attendance of each Board member at those meetings and the meetings of the committees are as follows:
Audit Committee No. of meetings held No. of meetings attended Remuneration Committee No. of meetings held No. of meetings attended Nominating Committee No. of meetings held No. of meetings attended
Name
Board No. of meetings held No. of meetings attended
Mr Chua Kim Guan Mr Ng Boon Leng Mr Tan Soon Liang Mr Khoo Boo Teck Randolph Mr Pao Kiew Tee
*
2 2 2 2 2
2 2 2 2 2
2 2 2 2 2
2* 2* 2 2 2
1 1 1 1 1
1* 1* 1 1 1
1 1 1 1 1
1* 1* 1 1 1
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 five members, comprising two independent Directors, one non-executive Director and two executive Directors. As at the date of this report, the Board comprises the following members: Mr Chua Kim Guan Mr Ng Boon Leng Mr Tan Soon Liang Mr Khoo Boo Teck Randolph Mr Pao Kiew Tee Executive Chairman Chief Executive Officer Non-Executive Director Independent Director Independent Director
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 two out of five 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 satisfied. The Nominating Committee (NC) is satisfied 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 confirmed that they do not have any relationship with the Company or its related companies or its officers 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 Board has three Non-Executive Directors (including two Iindependent 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 13 to 14 of this Annual Report.
Principle 3:
Chairman and Chief Executive Officer
As part of continuous effort to strengthen corporate governance, the roles of the Board Chairman and the Chief Executive Officer (CEO) are assumed by separate persons. Mr Chua Kim Guan, our Executive Director was appointed as Executive Chairman while Mr Ng Boon Leng, our Executive Director, was appointed as 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
(ii)
(iii)
(iv) promoting high standards of corporate governance.
BOARD COMMITTEES Nominating Committee (NC) Principle 4: Principle 5: Board Membership Board Performance
The NC comprises the following directors, the majority of whom, including the Chairman are independent: Mr Khoo Boo Teck Randolph Mr Pao Kiew Tee Mr Tan Soon Liang Independent Director Independent Director Non-Executive Director (Chairman) (Member) (Member)
The Board has approved the written terms of reference of the NC, whose principal functions 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; identifying and nominating candidates for the approval of the Board to fill vacancies in the Board as and when they arise;
(ii) (iii)
(iv) determining, on an annual basis, whether a director is independent based on the circumstances set forth in the Code; (v) recommending directors who are retiring by rotation to be put up for re-election;
(vi) 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 (vii) assessing annually the effectiveness of the Board as a whole and the contribution of each individual director to the effectiveness of the Board. None of our Directors is appointed for a fixed term. Pursuant to the Companys Articles of Association, all directors must submit themselves for re-election at the Annual General Meeting (AGM) at least once every three years and all directors appointed during the year shall retire at the next AGM. Retiring Directors are eligible for re-election. Accordingly, the NC had recommended to the Board that Mr Chua Kim Guan who is due for retirement under Article 88 of the Companys Articles of Association, Mr Pao Kiew Tee and Mr Tan Soon Liang 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. 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 directors. In its annual review, the NC, having considered the guidelines set out in the Code, is of the view that Mr Pao Kiew Tee and Mr Khoo Boo Teck Randolph, are independent. The NC is satisfied that sufficient 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 complete a questionnaire each in respect of himself and his peers. The findings are analysed and discussed with a view to implementing any recommendation to enhance the effectiveness of the Board. For FY2009, the NC, in assessing the contribution of each director, had considered each directors attendance and participation at Board and Committee Meetings, his qualification, 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 satisfied that sufficient 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 financial 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 and the Listing Manual Section B: Rules of Catalist of the SGX-ST (the Catalist Rules). The appointment and removal of the Company Secretary is a matter for the Board as a whole. 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: Procedures for Developing Remuneration Policies Level and Mix of Remuneration
Principle 9: Disclosure on Remuneration

The RC comprises entirely Non-Executive Directors, two of whom including the Chairman, are independent:Mr Pao Kiew Tee, Mr Khoo Boo Teck Randolph, Mr Tan Soon Liang Independent Director Independent Director Non Executive Director (Chairman) (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 and benefits-in-kind. The RCs recommendations are submitted for endorsement by the Board. The Executive Directors 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 fixed 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 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 nonexecutive 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 our Executive Directors, namely, Mr Chua Kim Guan and Mr Ng Boon Leng, for an initial period of two (2) years each (the Initial Term) respectively, commencing with effect from the date of admission of the Company to Catalist of the SGX-ST, subject to automatic renewal for a further two (2) year 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. Our Group has also previously entered into various letters of employment with all of the executive officers. Such letters typically provide for the salaries payable to the key executives, their working hours, medical benefits, ground of termination and certain restrictive covenants. A summary of each Directors remuneration payable for the financial year ended 31 December 2009 is shown below:
Incentive bonus & other benefits %
Remuneration Band and Name of Director
Directors Fees %
Salary %
Total %
S$250,000 to S$499,999 Chua Kim Guan Below S$250,000 Ng Boon Leng Tan Soon Liang Pao Kiew Tee Khoo Boo Teck Randolph
nil nil 100 100 100
98 95
2 5
100 100 100 100 100
Directors fees are subject to approval of shareholders at the AGM to be held on 28 April 2010.
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 key executives of the Group for the financial year ended 31 December 2009 is shown in the following bands:
Incentive bonus & other benefits %
Remuneration Band and Name of Executive
Salary %
Total %
Below S$250,000 Choi Swee Weng Ng Wee Tong Yeo Bee Choon Chee Kum Wah Daniel
95 92 95 95
5 8 5 5
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 the financial year ended 31 December 2009. The Company does not have any employee share option scheme.
Audit Committee (AC) Principle 10: Accountability

The Board is accountable to the Shareholders while the management is accountable to 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 financial position and prospect by issuing the Companys annual reports and public announcements of results on a half yearly basis and disclosure of other relevant information of the Company.
Principle 11:
Audit Committee
The AC comprises all Non-Executive Directors, the majority of whom including the Chairman, is independent: Mr Pao Kiew Tee, Mr Khoo Boo Teck Randolph, Mr Tan Soon Liang, Independent Director Independent Director Non-Executive Director (Chairman) (Member) (Member)
The Chairman and members of the AC have many years of experience in business management and finance. The Board is of the view that the members of the AC have sufficient financial management expertise and experience to discharge the ACs functions.
The AC meets periodically to perform the following functions: (a) reviewing the scope and results of the audit undertaken by the independent auditor 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; reviewing with the independent auditor the effectiveness of the Groups material internal accounting controls arising from the statutory audit, including financial operational and compliance controls and risk management; reviewing the assistance given by the Companys officers to the independent auditor; reviewing the financial 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 significant findings of investigations; assessing the independence and objectivity of the independent auditor; recommending to the Board on the appointment or re-appointment of independent auditor; 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 officer to attend its meetings and reasonable resources to enable it to discharge its functions properly. In performing its functions, the AC meets the independent auditor, 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. Since the Companys admission to the Catalist till the date of this report, the AC has met once the independent auditor without the presence of the management. The AC has reviewed the volume of non-audit services by the independent auditor (see details on page 26, and being satisfied that the nature and extent of such services will not prejudice with the independence and objectivity of the independent auditor, is pleased to recommend to the Board their re-appointment.
Principle 12: Internal Controls Principle 13: Internal Audit

The internal audit function of the Company has been outsourced to an independent accounting and auditing firm. The internal auditor report to the AC on audit matters and also to the Chief Financial Officer for administrative matters. The internal audit plan is approved by the AC and the results of the audit findings are submitted to the AC for its review in its meeting.
The internal and independent auditor have conducted an annual review in accordance with their audit plans, of the effectiveness of the Companys material internal controls, including financial, 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 independent auditor in this respect. 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 financial year and up to the date of this report, provides reasonable, but not absolute, assurance against material financial misstatements or losses, and include the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate legislation, and the identification and containment of business risks. The AC is satisfied 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 error, losses, fraud or other irregularities. As at 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 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 independent auditor will also be present to assist the directors in addressing any relevant queries by Shareholders.
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 significant business risks as well as appropriate measures to control and mitigate these risks. The management reviews all significant control policies and procedures and highlights all significant matters to the Board and the AC. The details of the Groups financial and business risks can be found on pages 67 to 73 of this Annual Report.
Dealings In Securities
The Company has adopted as its own internal compliance code, the best practices guide in Rule 1204(18) of the Catalist Rules with regard to dealing in the Companys securities by the directors and officers. Directors, management and officers of the Group who have access to price-sensitive, financial or confidential information are prohibited from dealing in the Companys securities during the periods commencing one month before the half-year and full-year 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 officers 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 confirms that there were no interested person transactions of S$100,000 or more for the year ended 31 December 2009.
MATERIAL CONTRACTS
Save for the service agreements between the Executive Directors and the Company, there were no material contracts of the Company or its subsidiaries involving the interest of any Director or controlling shareholder subsisting during the financial year under review.
Non-Sponsor Fees
The nature of non-sponsor services that were rendered by the Companys sponsor, PrimePartners Corporate Finance Pte. Ltd., to the Group and their related fees for the financial year ended 31 December 2009 are as follows:
S$
Fees to act as issue manager and sponsor to the Companys Listing
228,000
Non-Audit Fees
The nature of non-audit services that were rendered by the Companys auditors, Nexia TS Accounting Corporation, to the Group and their related fees for the financial year ended 31 December 2009 are as follows:
S$
Services rendered in connection with the Companys Listing
143,000
Use of Proceeds
Pursuant to its initial public offering (IPO), the Company issued 16,000,000 new ordinary shares at S$0.27 each. Of the net proceeds of S$2.8 million raised from the IPO, as at the date of this report, a total of S$1.1 million and S$1.1 million have been utilised for the acquisition of machineries and working capital respectively.
Financial Contents
28 Directors Report 31 Statement by Directors 32 Independent Auditors Report 34 Balance Sheets 35 Consolidated Statement of Comprehensive Income 36 Consolidated Statement of Changes in Equity 37 Consolidated Cash Flow Statement 38 Notes to the Financial Statements
Directors Report
For the financial year ended 31 December 2009
The directors present their report to the members together with the audited financial statements of the Group for the financial year ended 31 December 2009 and the balance sheet of the Company as at 31 December 2009.
Directors
The directors of the Company in office 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 (appointed on 18 March 2009) (appointed on 9 June 2009) (appointed on 9 June 2009) (appointed on 9 June 2009) (appointed on 9 June 2009)
Arrangements to enable directors to acquire shares and debentures

Neither at the end of nor at any time during the financial year was the Company a party to any arrangements whose object was to enable the directors of the Company to acquire benefits 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 office at the end of the financial 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 31.12.2009 As at 18.3.2009 (date of incorporation) or date of appointment, if later Holdings in which director is deemed to have an interest As at 31.12.2009 As at 18.3.2009 (date of incorporation) or date of appointment, if later
The Company
(Numbers of ordinary shares) Chua Kim Guan Ng Boon Leng Tan Soon Liang
89,857,997 10,370,370 2,471,026
The directors interests in the ordinary shares of the Company as at 21 January 2010 were the same as those as at 31 December 2009. 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 financial year.
Directors contractual benefits

Since the date of incorporation, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest, except as disclosed in the accompanying financial statements and in this report.
Share options
During the financial 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.
As at the end of the financial year, there were no unissued shares of the Company under option.
Audit Committee
The members of the Audit Committee at the end of the financial year were as follows: Pao Kiew Tee (Chairman) Khoo Boo Teck Randolph Tan Soon Liang All members of the Audit Committee are independent and non-executive directors. The Audit Committee carried out its functions in accordance with Section 201B (5) of the Act. In performing those functions, the Committee carried out the following: Reviewing the scope and the results of audit undertaken by the independent auditor 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. Reviewing with the independent auditor the effectiveness of the Groups material internal accounting control arising from the statutory audit, including financial operational and compliance controls and risk management. Reviewing the assistance given by the Companys officers to the independent auditor. Reviewing the financial 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 significant findings of investigations. Assessing the independence and objectivity of the independent auditor. Recommending to the Board on the appointment and re-appointment of independent auditor.
Directors Report (contd)

Independent Auditor
The independent auditor, Nexia TS Public Accounting Corporation, has indicated its willingness to accept re-appointment.
On behalf of the directors
Chua Kim Guan Ng Boon Leng Director Director 1 April 2010
Statement by Directors
In the opinion of the directors, (a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 34 to 75 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2009 and of the results of the business, changes in equity and cash flows of the Group for the financial year then ended; and
(b) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. The Board of Directors has, on the date of this statement, authorised these financial statements for issue.
On behalf of the directors
Chua Kim Guan Ng Boon Leng Director Director 1 April 2010
Independent Auditors Report

To the Members of JLJ Holdings Limited
We have audited the accompanying financial statements of JLJ Holdings Limited (the Company) and its subsidiaries (the Group), which comprise the balance sheets of the Company and of the Group as at 31 December 2009, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the financial year then ended, and a summary of significant accounting policies and other explanatory notes. Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the Act) and Singapore Financial Reporting Standards. This responsibility includes: (a) devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
(b) (c)
Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion In our opinion, a) the balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2009, and the results, changes in equity and cash flows of the Group for the financial year ended on that date; and 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 independent auditor, have been properly kept in accordance with the provisions of the Act.
b)
Nexia TS Public Accounting Corporation Public Accountants and Certified Public Accountants Director in-charge: Chin Chee Choon Appointed since financial year ended 31 December 2009
Singapore 1 April 2010
Balance Sheets
As at December 2009
Note 2009 $ Group 2008 $ 2009 $ Company 2008 $
ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Other current assets
4 5 6 7
8,049,047 14,789,621 4,919,122 880,827 28,638,617
5,236,770 11,124,273 6,342,163 1,215,417 23,918,623
1,429,781 1,305,653 40,706 2,776,140
Non-current assets Investments in subsidiaries Property, plant and equipment Intangible assets
8 9 10
23,482,350 235,686 23,718,036 52,356,653
22,549,528 243,290 22,792,818 46,711,441
21,510,248 21,510,248 24,286,388
Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Current income tax liabilities
11 12
15,445,135 9,666,768 171,040 25,282,943
13,937,240 7,316,140 391,088 21,644,468
188,668 188,668 188,668 24,097,720
Non-current liabilities Borrowings Deferred income tax liabilities
12 14
1,943,860 739,616 2,683,476 27,966,419 24,390,234
2,598,926 957,799 3,556,725 25,201,193 21,510,248
Total liabilities NET ASSETS EQUITY Share capital Foreign currency translation reserves Retained earnings Other reserves Total equity
15
24,711,184 (626,121) 305,171 24,390,234
7,281,544 1,116,234 12,826,368 286,102 21,510,248
24,711,184 (613,464) 24,097,720
The accompanying notes are an integral part of these financial statements

Consolidated Statement of Comprehensive Income

Group 2009 Note $ 2008 $
Revenue Cost of sales Gross profit Other income Expenses Selling and distribution Administrative expenses Other operating Finance expenses Profit before income tax Income tax expense Net profit for the financial year Other comprehensive (loss)/income after tax Currency translation differences Total comprehensive (loss)/income for the financial year Profit attributable to equity holders of the Company Net comprehensive (loss)/income attributable to equity holders of the Company Earnings per share Basic (cents)
16
60,055,081 (53,429,871) 6,625,210
50,829,395 (39,991,221) 10,838,174 365,178
17
502,574
20
(872,901) (4,553,823) (317,223) (947,797) 436,040
(946,687) (3,973,836) (90,717) (730,965) 5,461,147 (586,476) 4,874,671 949,433 5,824,104 4,874,671 5,824,104
21
(130,869) 305,171 (626,121) (320,950) 305,171 (320,950)
22
0.26
4.53

Consolidated Statement of Changes in Equity

The Group
Share Capital Note $ Attributable to equity holders Foreign Currency Translation Reserve $ Retained Earnings $ Other Reserves $ Total $
2009 Beginning of financial year Subscribers share Share swap pursuant to restructuring exercise Share issued for acquisition of subsidiaries Share issued in pursuant to IPO Share issue expenses Total comprehensive (loss)/income for the financial year As at 31 December 2009 2008 Beginning of financial year Total comprehensive income for the financial year Dividends paid As at 31 December 2008
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
7,281,544 7,281,544
11,627,550 4,874,671 (3,675,853) 12,826,368
166,801 949,433 1,116,234
286,102 286,102
19,361,997 5,824,104 (3,675,853) 21,510,248
23

Consolidated Cash Flow Statement

Note 2009 $ Group 2008 $
Cash flows from operating activities Net profit Adjustments for: Income tax expense Amortisation and depreciation Loss on disposal of property, plant and equipment Interest income Interest expense Unrealised translation (gains)/losses Operating cash flow before working capital changes Change in working capital Inventories Trade and other receivables Other current assets Trade and other payables Cash generated from operations Interest received Income tax paid Net cash provided by operating activities Cash flows from investing activities Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Purchase of intangible assets Net cash used in investing activities Cash flows from financing activities Proceeds from bank borrowings Repayment of finance lease liabilities Interest paid Proceeds from issuance of ordinary shares Dividend paid to shareholder Decrease in short-term bank deposits pledged Net cash provided by/(used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of financial year Effect of currency translation on cash and cash equivalents Cash and cash equivalents at end of financial year
305,171
4,874,671
9, 10 17 20
130,869 4,892,162 196,213 (9,700) 947,797 (207,055) 6,255,457
586,476 4,289,369 23,565 (41,572) 730,965 123,384 10,586,858
1,423,041 (3,665,348) 334,590 1,104,810 5,452,550 9,700 (569,100) 4,893,150
(1,818,646) (128,804) (654,458) 2,734,680 310,719,630 41,572 (1,117,646) 9,643,556
(3,662,874) 38,705 (52,600) (3,676,769)
(6,193,033) 92,246 (274,244) (6,375,031)
2,146,570 (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
1,542,445 (1,220,446) (730,965) (3,027,526) 409,082 (3,027,410) 241,115 1,959,482 248,281 2,448,878

Notes to the Financial Statements

These notes form an integral part of and should be read in conjunction with the accompanying financial statements. The financial statements of the Company for the financial year ended 31 December 2009 were authorised for issue in accordance with resolution of the directors on 1 April 2010.
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 office is at 19 Keppel Road #03-10 Jit Poh Building, Singapore 089058. The financial year of the Company presented in this set of financial statements relates to the period from 18 March 2009 (date of incorporation) to 31 December 2009. 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 official 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 Executive Chairman, 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 Executive Chairman, 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 Executive Chairman, Chua Kim Guan, EMold Holding acquired the entire equity interest of EMold Kunshan from the Executive Chairman, Chua Kim Guan, for an aggregate consideration of $7,500,000 which was satisfied 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 Executive Chairman, Chua Kim Guan; and
Corporate Information (contd)

1.2. Restructuring Exercise (contd)
(c) Acquisition of EMold Manufacturing (Kunshan) Co., Ltd (EMold Kunshan) by EMold Holding (contd) (ii) 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 Executive Chairman, 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 Executive Chairman, Chua Kim Guan of an amount $2,279,596 (which was a loan previously extended by Jin Li Mould to the Executive Chairman, Chua Kim Guan, which was set off against the Kunshan Cash Consideration owing by EMold Holding to Chua Kim Guan). The purchase consideration was based on an adjusted NAV of EMold Kunshan for FY2008 as agreed upon on a willing seller willing buyer basis. (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 Executive Chairman, Chua Kim Guan, the Company acquired from the Executive Chairman, 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 satisfied by an issuance of 3,274,063 ordinary shares, credited as fully paid, to the Executive Chairman, 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;
(ii) EMold Holding, comprising 5,220,405 ordinary shares in the capital of EMold Holding, for an aggregate consideration of $18,236,184, which was satisfied by an issuance of 18,236,184 ordinary shares, credited as fully paid, to the Executive Chairman, 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 (iii) EMold Plastics, comprising 300,000 ordinary shares in the capital of EMold Plastics, for an aggregate consideration of $1, which was satisfied by an issuance of one ordinary share, credited as fully paid, to the Executive Chairman, 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.

Notes to the Financial Statements (contd)

Corporate Information (contd)

1.2. Restructuring Exercise (contd)
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 Executive Chairman, 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 Executive Chairman, 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.
(b) Pursuant to an agreement between the Executive Chairman, 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. (c) Pursuant to an agreement between PrimePartners Corporate Finance Pte. Ltd. (PPCF) and the Executive Chairman, 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.
2 Summary of Significant Accounting Policies

(a) Basis of Preparation

The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below. The preparation of financial 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 significant to the financial statements are disclosed in Note 3.
Interpretations and amendments to published standards effective in 2009

On 1 January 2009, 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.
2 Summary of Significant Accounting Policies (contd)

(a) Basis of Preparation (contd) Interpretations and amendments to published standards effective in 2009 (contd)
The following are the new or revised FRS and INT FRS that are relevant to the Group: FRS 1 (revised) Presentation of financial statements (effective from 1 January 2009). The revised standard prohibits the presentation of items of income and expenses (that is, non-owner changes in equity) in the statement of changes in equity. All non-owner changes in equity are shown in a performance statement, but entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). The Group has chosen to adopt the former alternative. Where comparative information is restated or reclassified, a restated balance sheet is required to be presented as at the beginning comparative period. There is no restatement of the balance sheet as at 1 January 2008 in the current financial year. FRS 108 Operating segments (effective from 1 January 2009) replaces FRS 14 Segment reporting, and requires a management approach, under which segment information is presented on the same basis as that used for internal reporting purposes. This has resulted in an increase in the number of reportable segments presented. Segment revenue, segment profits and segment assets are also measured on a basis that is consistent with internal reporting. Amendment to FRS 107 Improving disclosures about financial statements (effective from 1 January 2009). The amendment requires enhanced disclosures about fair value measurement and liquidity risk. The adoption of the amendment results in additional disclosures but does not have an impact on the accounting policies and measurement bases adopted by the Group.
(b) Group Accounting (i) Subsidiaries

Subsidiaries are entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half 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 Investment in subsidiaries for the accounting policy on investment in subsidiaries in the separate financial statements of the Company.
(ii) Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the balance sheet date. The financial 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 profits and losses resulting from intra-group transactions that are recognised in assets, are eliminated in full.


(b) Group Accounting (contd) (ii) Basis of consolidation (contd)
The consolidated financial statement of the Group for the financial years ended 31 December 2009 and 2008 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 financial 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 and 2008 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; No amount is recognised for goodwill; and The Groups share capital represents the subsidiaries paid-up share capital for the financial year ended 31 December 2008.
Consolidation of the subsidiaries in Peoples Republic of China (PRC) and Malaysia are based on the subsidiaries financial statements prepared in accordance with FRS. Profits reflected in the financial statements prepared in accordance with FRS may differ from those reflected in PRC and Malaysia statutory financial statements of the subsidiaries, prepared for PRC and Malaysia reporting purposes. In accordance with those laws and regulations, profit available for distribution by the PRC and Malaysia subsidiaries are based on the amounts stated in their respective statutory financial statements.
(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.

(c) Property, Plant and Equipment (contd) (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: Plant and machinery Motor vehicles Office equipment and tools Furniture and electrical fittings Renovations Useful Lives 5 8 years 5 years 5 years 5 years 5 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 the income statement 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 benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expense is recognised in the income statement when incurred.
(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 the income statement.
(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 specifications 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 the income statement using the straight-line method over their estimated useful lives of three to five 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 the income statement when the changes arise.


(e) Trade and Other Receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less allowance for impairment. An allowance for impairment of trade receivable is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivable. The amount of allowance is the difference between the assets carrying amount and the present value of estimated cash flows, discounted at the original effective interest rate. The amount of the allowance is recognised in the income statement.
(f) Inventories
Inventories are carried at the lower of cost and net realisable value. (i) (ii) Cost of raw materials are determined using the first-in, first-out basis; and Cost of finished goods are determined on a specific identification 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 the income statement.
(h) Impairment of Non-financial Assets

Property, plant and equipment, intangible assets and investment 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, recoverable amount is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, recoverable amount is determined for the cash-generating-units, (CGU), to which the asset belongs to. 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 impairment loss is recognised in the income statement unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease. 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 the income statement, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase.

(i)
Trade and Other Payables

Trade and other payables are initially measured at fair value, and subsequently at amortised cost, using the effective interest method.
(j)
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the income statement over the period of the borrowings using the effective interest method. Borrowings which are due to be settled within twelve months after the balance sheet date are included in current borrowings in the balance sheet even though the original term was for a period longer than twelve months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the balance sheet date and before the financial statements are authorised for issue. Other borrowings due to be settled more than twelve months after the balance sheet date are included in non-current borrowings in the balance sheet.
(k) Leases
The Group leases certain property, plant and equipment under finance leases and offices, 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 classified as finance leases. The leased assets and the corresponding lease liabilities (net of finance charges) under finance 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 finance expense and the reduction of the outstanding lease liability. The finance expense is recognised in the income statement on a basis that reflects a constant periodic rate of interest on the finance lease liability. (ii) Operating leases Leases of office unit where substantially all risks and rewards incidental to ownership are retained by the lessors are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessors) are recognised in the income statement on a straight-line basis over the period of the lease. Contingent rents are recognised as an expense in the income statement when incurred.


(l)
Provisions for Other Liabilities and Charges

Provisions for other liabilities and charges are recognised in the balance sheet when the Group has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.
(m) Employee Benefits Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed 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. Revenue is recognised as follow: (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. (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 progress are deferred and classified 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 the financial statement using the effective interest method.
(p) Cash and Cash Equivalents

For the purpose of presentation in the consolidated cash flow statement, cash and cash equivalents include cash on hand, deposits with financial institutions 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 financial 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 financial statements are presented in Singapore Dollar.
(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 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 profit or loss , unless they arise from borrowings in foreign currencies. Those currency translation differences are recognised in the currency translation reserve in the consolidated financial statements and transferred to profit or loss as part of the gain or loss on settlement of borrowings.
(c) Translation of Group entities financial statements

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) Assets and liabilities are translated at the closing exchange rates at the date of the balance sheet;
(ii) 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 (iii) All resulting currency translation differences are recognised in the currency translation reserve.
(r) Income Taxes (a) Current income tax

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.


(r) Income Taxes (contd) (b) Deferred income tax

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial 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 profit 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 profit 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
(ii) 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. Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
(s) Fair value

The fair value of current financial assets and liabilities, carried at amortised cost, are assumed to approximate their carrying amounts. The fair values of financial liabilities carried at amortised cost are estimated by discounting the future contractual cash flows at the current market interest rates that are available to the Group for similar financial liabilities.
(t) Dividends
Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are recorded in the financial statements in which the dividends are approved by the shareholders.

(u) Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
(v) 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.
(w) 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 Estimates

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. The Group is subject to the uncertainty caused by the world financial crisis. The world economy has experienced significant downward pressure and credit has become very tight. Significant judgement is required to determine the fair value and forecasts of business that may have impact on cash flow, collectibility and realisability of assets. In making these judgements, the Company has relied on past experience and their view of the economy.
(a) Impairment of loans and receivables

Management reviews its loans and receivables for objective evidence of impairment at least annually. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy, and default or significant 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 significant change in the payment ability of the debtor, or whether there have been significant 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 profit or loss.

Critical Accounting Estimates, Assumptions and Estimates (contd)

(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 significantly 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 final 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 financial period in which such determination is made.
Cash and Cash Equivalents

2009 $ Group 2008 $ 2009 $ Company 2008 $
Cash at bank and on hand Shortterm bank deposits
7,522,627 526,420 8,049,047
4,634,399 602,371 5,236,770
1,429,781 1,429,781
For the purpose of presenting the consolidated cash flow statement, the cash and cash equivalents comprise the following:
Group Company
2009 $
2008 $
2009 $
2008 $
Cash and cash equivalents (as above) Less: Shortterm bank deposits pledged to secure bank borrowings (Note 12) Less: Bank overdrafts (Note 12) Cash and cash equivalents as per consolidated cash flow statement
8,049,047 (526,420) (1,674,302) 5,848,325
5,236,770 (602,371) (2,185,521) 2,448,878
1,429,781 1,429,781
5 Trade and Other Receivables

2009 $ Group 2008 $ 2009 $ Company 2008 $
Trade receivables: Non-related parties Related parties 14,748,226 14,748,226 Less: Allowance for impairment of receivables non-related parties Trade receivables net Advances to suppliers Non-trade amounts due from subsidiaries Other receivables 10,364,831 135,742 10,500,573
14,748,226 41,395 14,789,621
(49,200) 10,451,373 320,697 352,203 11,124,273
1,300,651 5,002 1,305,653
The non-trade amounts due from subsidiaries are unsecured, interest-free and are repayable on demand.
6 Inventories
2009 $ Group 2008 $ 2009 $ Company 2008 $
Finished goods Raw materials Deferred costs
1,462,231 755,931 2,700,960 4,919,122
1,199,529 1,130,880 4,011,754 6,342,163
The cost of inventories recognised as an expense and included in cost of sales amounted to $30,838,093 (2008: $17,465,420).
7 Other Current Assets

2009 $ Group 2008 $ 2009 $ Company 2008 $
Deposits Prepayments Deferred IPO costs
192,872 687,955 880,827
113,886 610,243 491,288 1,215,417
40,706 40,706

8 Investments in Subsidiaries
2009 $ Company 2008 $
Equity investments at cost Beginning of financial year/date of incorporation Acquisition during the financial year (Note 1.2) End of financial year
21,510,248 21,510,248
Details of the subsidiaries are as follows:

Country of incorporation and place of business
Name of subsidiary
Principal activities
Equity Holding 2009 % 2008 %
Held by the Company Jin Li Mould Manufacturing Pte Ltd (a) EMolding Plastics Industries Pte Ltd (a) EMold Holding Pte Ltd (a) Held by the subsidiaries Jubilee Manufacturing Sdn Bhd (b) EMold Manufacturing (Kunshan) Co. Ltd (c)
Manufacturers and dealers of precision plastic and metal mould Manufacturers and dealers of precision plastic Investment holdings
Singapore Singapore Singapore
100 100 100
100 100 100
Manufacturers and dealers of precision plastic and metal mould Manufacturers and dealers of precision plastic and metal mould
Malaysia Peoples Republic of China
100 100
100 100
(a) Audited by Nexia TS Public Accounting Corporation, Singapore. (b) Audited by SSY Partners Chartered Accountants, Malaysia a member firm of Nexia International for local statutory purposes. For the purposes of preparing the consolidated financial statements, these financial statements have been audited by Nexia TS Public Accounting Corporation. (c) Audited by Suzhou Jing An Certified Public Accountants Co., Ltd for local statutory purposes. For the purposes of preparing the consolidated financial statements, these financial statements have been audited by Nexia TS Public Accounting Corporation.
Property, Plant and Equipment

Plant and Machinery $ Motor Vehicles $ Office Furniture and Equipment Electrical and Tools Fittings Renovations $ $ $
Group 2009 Cost Beginning of financial year Currency translation Additions Disposals End of financial year
Total $
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 (81,306) 1,576,580 5,185,439
38,961,920 (475,523) 6,307,609 (389,828) 44,404,178
Accumulated Depreciation Beginning of financial year 11,427,232 Currency translation (112,964) Depreciation charge 3,346,931 Disposals (127,377) End of financial year 14,533,822 Net book value at end of financial year 19,124,959 Group 2008 Cost Beginning of financial year Currency translation Additions Disposals End of financial year
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 (41,506) 883,378 2,296,380 2,889,059
16,412,392 (169,113) 4,833,459 (154,910) 20,921,828 23,482,350
24,873,688 651,227 4,754,744 (54,765) 30,224,894
708,635 5,409 56,862 (221,644) 549,262
2,146,494 11,370 552,725 (768) 2,709,821
1,455,527 19,151 313,100 1,787,778
1,620,788 52,902 2,022,675 (6,200) 3,690,165
30,805,132 740,059 7,700,106 (283,377) 38,961,920
Accumulated Depreciation Beginning of financial year 8,373,358 Currency translation 127,240 Depreciation charge 2,935,932 Disposals (9,298) End of financial year 11,427,232 Net book value at end of financial year 18,797,662
477,657 3,238 91,988 (151,515) 421,368 127,894
1,439,160 5,866 406,101 (554) 1,850,573 859,248
952,003 6,801 299,907 1,258,711 529,067
922,381 19,851 518,476 (6,200) 1,454,508 2,235,657
12,164,559 162,996 4,252,404 (167,567) 16,412,392 22,549,528
Included in additions in the consolidated financial statements are plant and machinery, and motor vehicle acquired under finance leases amounting to $1,097,981 (2008: $350,000) and $18,013 (2008: $Nil) respectively. The carrying amounts of plant and machinery and motor vehicles under finance lease are $2,837,587 (2008: $8,829,585) and $34,839 (2008: $45,587) respectively at the balance sheet date. Bank borrowings are secured on plant and machinery of the Group with carrying amount of $2,667,514 (2008: $941,045) [Note 12 (a)].

10 Intangible assets
Computer software licenses
2009 $ Group 2008 $ 2009 $ Company 2008 $
Cost Beginning of financial year Currency translation differences Additions End of financial year Accumulated amortisation Beginning of financial year Currency translation differences Amortisation charge End of financial year Net book value
314,644 (3,469) 52,600 363,775
37,743 2,657 274,244 314,644
71,354 (1,968) 58,703 128,089 235,686
32,436 1,953 36,965 71,354 243,290
11 Trade and Other Payables

2009 $ Group 2008 $ 2009 $ Company 2008 $
Trade payables non-related parties Accrued operating expenses Advances received from customers Dividend payable Non-trade amounts due to director Payable for purchase of property, plant and equipment Other payables
8,441,458 1,392,828 629,051 3,800,075 1,181,723 15,445,135
6,115,885 1,427,716 1,341,777 1,125,656 11,650 2,271,334 1,643,222 13,937,240
54,444 91,538 42,686 188,668
The non-trade amounts due to director are unsecured, interest-free and are repayable on demand.
12 Borrowings
2009 $ Group 2008 $ 2009 $ Company 2008 $
Current Bank overdrafts (Note 4) Bank borrowings Finance lease liabilities (Note 13) Bills payable
1,674,302 4,545,950 1,207,445 2,239,071 9,666,768
2,185,521 1,160,717 1,118,417 2,851,485 7,316,140
Non-current Bank borrowings Finance lease liabilities (Note 13) Total
982,212 961,648 1,943,860 11,610,628
1,608,461 990,465 2,598,926 9,915,066
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 Company
2009 $
2008 $
2009 $
2008 $
6 months or less 6 12 months 1 5 years
5,367,504 4,299,264 1,943,860 11,610,628
5,157,864 2,158,276 2,598,926 9,915,066
(a) Security granted

Bank borrowings are secured by short term-bank deposit (Note 4) and a legal mortgage over the Groups subsidiary plant and machinery (Note 9). Bills payables and bank overdrafts are secured by the floating charges over the Groups subsidiary assets and personal guarantee of the Executive Chairman. Finance lease liabilities of the Group and the Company are secured by the rights to the leased site plant and machinery and motor vehicles (Note 9), which will revert to the lessor in the event of default by the Group and the Company.

12 Borrowings (contd)

(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 are determined from the cash flow analysis, discounted at annual market borrowing rate of an equivalent instrument at the balance sheet date which directors expect to be available to the Group and the Company as follows:
Group Company
2009 %
2008 %
2009 %
2008 %
Finance lease liabilities Bills payables Bank borrowings
7.2 5.7 7.8
6.3 6.1 7.6
(c) Breaches of loan covenants

The bank borrowings of Jin Li Mould Manufacturing Pte Ltd, subsidiary, are subject to covenant clauses, whereby the subsidiary is required to meet certain key financial ratios. The subsidiary did not fulfil the gearing ratio 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. Due to this breach of the covenant clause, the bank is contractually entitled to request for immediate repayment of the outstanding loan amounts of $3,981,308. The outstanding balance was presented as a current liability as at 31 December 2009. Management commenced renegotiation of the terms of the bank borrowings with the bank in January 2010. The bank had not requested early repayment of the bank borrowings as of the date when these financial statements were approved by the Board of Directors. Management expects that the revised loan agreements will be in place in June 2010.
13 Finance Lease Liabilities

The Group leases certain plant and equipment and motor vehicle from non-related parties under finance lease agreements which expire over the next five years.
2009 $ Group 2008 $ 2009 $ Company 2008 $
Minimum lease payments due: Not later than one year Between two to five years Less: future finance charges Present value of finance lease liabilities
1,327,812 1,064,080 2,391,892 (222,799) 2,169,093
1,236,947 1,091,783 2,328,730 (219,848) 2,108,882
The present value of finance lease liabilities is analysed as follows:

Group Company
2009 $
2008 $
2009 $
2008 $
Not later than one year Between two to five years Total
1,207,445 961,648 2,169,093
1,118,417 990,465 2,108,882
14 Deferred Income Tax Liabilities

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 fiscal authority. The amounts, determined after appropriate offsetting and their movement during the financial year, are shown on the balance sheets as follows:
2009 $ Group 2008 $ 2009 $ Company 2008 $
Accelerated tax depreciation Beginning of financial year Effect of change in Singapore tax rate Profit or loss (Note 21) Credited to profit and loss End of financial year
957,799 (53,211) (164,972) 739,616
1,153,716 (195,917) 957,799

14 Deferred Income Tax Liabilities (contd)

Net deferred income tax liabilities to be settled from the balance sheet date as follows:
Group Company
2009 $
2008 $
2009 $
2008 $
Deferred income tax liabilities to be settled within one year to be settled after one year
338,250 401,366 739,616
563,044 394,755 957,799
15 Share Capital
Group and Company Number of Ordinary Shares Amount $
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
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. 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. As the Company officially took over the Group subsequent to 31 December 2008, the share capital in the consolidated balance sheet as at 31 December 2008 represented the Groups share of registered capital of Jin Li Mould Manufacturing Pte Ltd, EMolding Plastics Industries Pte Ltd and EMold Holding Pte Ltd, in which the equity holders of the Company held direct interests.
16 Revenue
2009 $ Group 2008 $
Provision of precision plastic injection moulding services (PPIM) Design, fabrication and sale of precision plastic injection moulds (MDF)
42,992,911 17,062,170 60,055,081
29,802,670 21,026,725 50,829,395
17 Other Income net

2009 $ Group 2008 $
Interest income Sales of scrap and other materials Reversal of allowance for impairment of trade receivables Write-back of accrual operating expenses Government Grant Jobs credit scheme Loss on disposal of property, plant and equipment Other
9,700 225,341 49,200 100,000 256,890 (196,213) 57,656 502,574
41,572 347,171 (23,565) 365,178
The Jobs credit scheme is a cash grant introduced in the Singapore Budget 2009 to help business preserve jobs in the economic downturn. The Jobs Credit will be paid to eligible employers in 2009 in four payments and the amount an employer can receive would depend on the fulfillment of the conditions as stated in the scheme.
18 Expenses by Nature
Note 2009 $ Group 2008 $
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 19) Freight charges IPO related expenses Net foreign exchange loss Rental expense on operating lease Travelling, transportation and entertainment Utilities, water and electricity Workshop, repair and maintenance Changes in inventories
10
29,415,052 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 1,423,041
19,284,066 36,965 4,252,404 4,289,369 49,200 11,757,160 953,959 90,717 994,487 844,071 1,690,823 1,466,026 (1,818,646)

19 Employee Compensation
2009 $ Group 2008 $
Wages and salaries Employers contribution to defined contribution plans, including Central Provident Fund (CPF) Other benefits
12,836,019 548,209 1,449,231 14,833,459
10,193,061 490,224 1,073,875 11,757,160
20 Finance Expenses
2009 $ Group 2008 $
Interest expense: Bills payable Factoring of trade receivables without recourse Bank overdraft Bank borrowings Finance lease
146,145 197,852 124,553 325,128 154,119 947,797
123,495 184,780 108,811 187,802 126,077 730,965
21 Income Taxes
2009 $ Group 2008 $
Income tax expenses attributable to profit is made up of: Profit from current financial year: Current income tax Singapore Foreign Deferred income tax (Note 14) Under provision of current income tax in prior financial years
257,351 257,351 (218,183) 39,168 91,701 130,869
150,000 493,905 643,905 (195,917) 447,988 138,488 586,476
21 Income Taxes (contd)

The income tax expenses on profit differs from the amount that would arise using the Singapore standard rate of income tax is as explained below:
2009 $ Group 2008 $
Profit before income tax Income tax using standard rate of 17% (2008: 18%) 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 tax exemption Tax incentives Deferred tax assets not recognised Capital allowances Other Tax charge
436,040 74,127 (53,211) (63,306) 320,685 (43,671) (25,925) 481,502 (651,033) 39,168
5,461,146 983,006 302,863 102,877 (86,071) (27,450) (796,767) 74,239 (97,413) (7,296) 447,988
22 Earnings per Share

Basic earnings per share is calculated by dividing the Groups net profit attributable to equity holders by the weighted average number of ordinary shares outstanding during the financial year. Basic earning per share is calculated by dividing the net profit attributable to equity holders of the Company by the weighted number of ordinary shares outstanding during the financial year.
Group
2009 $
2008 $
Net profit attributable to equity holders of the Company Weighted average number of ordinary shares outstanding for basic earnings per share Basic earnings per share (SGD cents per share)
305,171 115,551,245 0.26
4,874,671 107,551,245 4.53
There are no dilutive potential ordinary shares during the financial year.

23 Dividends
2009 $ Group 2008 $
Ordinary dividends Final dividend paid in respect of the previous financial year of 2005 & 2008
3,675,853
24 Related Party Transactions

In addition to the information disclosed elsewhere in the financial statements, the following transactions took place between the Group and related parties at terms agreed between the parties:
(a) Sales and purchases of goods and services

Related parties are companies related by common shareholder and controlled by the directors close family members.
Group
2009 $
2008 $
Sales of goods to related parties Subcontractor services provided by related parties
236,280 1,512,340
Other related parties are entities with common direct or indirect shareholders and/or directors or management. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operating decisions.
(b) Key management personnel compensation

2009 $ Group 2008 $
Salaries and wages Employers contribution to defined contribution plans, including Central Provident Fund
972,087 42,098 1,014,185
950,050 54,247 1,004,297
Key management compensation including directors remuneration amounting to $524,331 (2008: $552,639).
25 Commitments
The Group has an operating lease agreement for land which contains renewable options and escalation clauses. The future aggregate minimum lease payable under operating leases contracted for at the balance sheet date but not recognised as liabilities, are analysed as follows:
Group
2009 $
2008 $
Not later than one year Between two and five years
823,694 818,952 1,642,646
910,397 949,322 1,859,719
26 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 Executive Chairman, the Chief Executive Officer, the Chief Financial Officer, and the department heads of each business within each geographical segment. The Exco considers the business from both a geographic and business segment respective. 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.

26 Segment Information (contd)

The segment information provided to the Exco for the reportable segments is as follows:

PPIM $ MDF $ Total $
Revenue external parties Gross profit/(loss) Other income Expenses Selling and distribution Administrative expenses Other operating Finance Profit before income tax Income tax expense Net profit Net profit includes: Depreciation Amortisation Total assets Total assets includes: Additions to property, plant and equipment Total liabilities
42,992,911 7,615,061
17,062,170 (989,851)
60,055,081 6,625,210 502,574
(872,901) (4,553,823) (317,223) (947,797) 436,040 (130,869) 305,171
2,083,994 23,657,001
1,262,937 58,703 15,606,363
3,346,931 58,703 39,263,364
3,342,541 5,956,357
817,271 3,059,706
4,159,812 9,016,063

PPIM $ MDF $ Total $
Revenue external parties Gross profit Other income Expenses Selling and distribution Administrative Othe operating Finance Profit before income tax Income tax expense Net profit Net profit includes: Depreciation Amortisation Total assets Total assets includes: Additions to property, plant and equipment Total liabilities
29,802,670 6,691,628
21,026,725 4,146,546
50,829,395 10,838,174 365,178
(946,687) (3,973,836) (90,717) (730,965) 5,461,147 (586,476) 4,874,671
1,438,342 15,166,924
1,497,589 36,965 12,568,000
2,935,931 36,965 27,734,924
2,467,021 4,266,009
2,243,338 4,739,245
4,710,359 9,005,254
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 assessed the performance of the operating segments based on gross profit. Selling and distribution, administrative, other operating, finance expenses and other income are not allocated to segments.


Reportable segments assets are reconciled to total assets as follows:
The amounts provided to the Exco with respect to total assets are measured in a manner consistent with that of the financial statements. For the purposes of monitoring segment performance and allocating resources between segments, the Exco monitors the property, plant and equipment, intangible assets, inventories, trade receivables and operating cash attributable to each segment. All assets are allocated to reportable segments other than cash and cash equivalents, common property, plant and equipment, other receivables and other current assets.
Group
2009 $
2008 $
Segment assets for reportable segments Unallocated: cash and cash equivalents property, plant and equipment trade and other receivables other current assets
39,263,364 8,049,047 4,122,020 41,395 880,827 52,356,653
27,734,924 5,236,770 12,172,127 352,203 1,215,417 46,711,441
Reportable segments liabilities are reconciled to total liabilities as follows:

The amounts provided to the Exco with respect to total liabilities are measured in a manner consistent with that of the financial statements. These liabilities are allocated based on the operations of the segments. All liabilities are allocated to reportable segments other than trade and other payables, borrowings, current income tax liabilities, and deferred income tax liabilities.
Group
2009 $
2008 $
Segment liabilities for reportable segments Unallocated: trade and other payables borrowings current income tax liabilities deferred income tax liabilities
9,016,063 6,429,072 11,610,628 171,040 739,616 27,966,419
9,005,254 4,931,986 9,915,066 391,088 957,799 25,201,193

Geographical information
The Groups two business segments operate in four 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; Malaysia the operations in this area are principally the provision of MDF, and Europe 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:
Group
2009 $
2008 $
United States Singapore Malaysia Europe
49,389,483 5,252,460 2,520,506 2,892,632 60,055,081
44,843,460 2,504,686 1,297,414 2,183,835 50,829,395
27 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 adverse effects from the unpredictability of financial markets on the Groups financial performance. The Groups principal financial instruments comprise bank loans and overdrafts, finance leases and cash and short term deposits. The main purpose of these financial instruments is to raise finance for the Groups operations. The Group has various other financial assets and liabilities such as trade and other receivables and trade and other payables, which arise directly from its operations. It is, and has been throughout the year under review, the Groups policy that no trading in derivative financial 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.

27 Financial Risk Management and Instruments (contd)

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 Dollars (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 $ USD $ RMB $ Other $ Total $
Group 2009 Financial assets Cash and cash equivalent Trade and other receivables Other financial assets
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 financial assets/ (liabilities) Add: Net financial (assets)/ liabilities denominated in the respective entities functional currencies Currency exposure of financial assets/(liabilities)
(20,493,174)
13,684,958
1,433,204
1,350,789
(4,024,223)
11,823,688 (8,669,486)
13,684,958
(9,133,522) (7,700,318)
625,541 1,976,330

(a) Market risk (contd)
(i) Currency risk (contd)
SGD $ USD $ RMB $ Other $ Total $
Group 2008 Financial assets Cash and cash equivalent Trade and other receivables Other financial assets
265,984 1,041,784 17,634 1,325,402
2,528,182 9,069,447 11,597,629
1,466,288 410,396 25,160 1,901,844
976,316 602,646 71,092 1,650,054
5,236,770 11,124,273 113,886 16,474,929
10,362,174 9,297,628 19,659,802
1,460,698 617,438 2,078,136
1,777,195 1,777,195
337,173 337,173
13,937,240 9,915,066 23,852,306
Net financial assets/ (liabilities) Add: Net financial (assets)/ liabilities denominated in the respective entities functional currencies Currency exposure of financial assets/(liabilities)
(18,334,400)
9,519,493
124,649
1,312,881
(7,377,377)
17,950,455 (383,945)
9,519,493
(124,649)
(116,013) 1,196,868


(a) Market risk (contd)
(i) Currency risk (contd) The Companys currency exposure based on the information provided to key management is as follows:
SGD $ USD $ Other $ Total $
Company 2009 Financial assets Cash and cash equivalent Trade and other receivables
1,429,781 1,305,653 2,735,434
1,429,781 1,305,653 2,735,434
188,668 188,668 2,546,766
188,668 188,668 2,546,766
Net financial assets/(liabilities)
If the USD change against the SGD by 5% for each financial year with all other variables including tax rate being held constant, the effects arising from the net financial liability/ asset position to the combined profit or loss will be as follows:
Group 2009 $ 2008 $ Company 2009 $
USD against SGD strengthened weakened
(684,248) 684,248
(475,975) 475,975
If other foreign currencies change against the SGD by 5% for each financial year with all other variables including tax rate being held constant, the effects arising for the net financial liability/asset position to the net profit of the Group and the Company will not be significant. (ii) Cash flow and fair value interest rate risks Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest bearing assets and liabilities, the Groups income and operating cash flows are substantially independent of changes in market interest rates.

(b) Credit risk

The Group trades only with recognised and creditworthy third parties. It is the Groups policy that all customers who wish to trade on credit terms are subject to credit verification procedures. Since the Group trades only with creditworthy and secured third parties, there is no requirement for collateral. In addition, receivable balances are monitored on an ongoing basis with the result that the Groups exposure to bad debts is not significant. The Group has concentration of credit risk with major customers, who on aggregate, accounted for approximately 81% (2008: 71%) of the Groups revenue. Those major customers include: Apple Computer Inc., and its contract manufacturers and Dyson Manufacturing Sdn Bhd and its relevant corporations. As the Group and Company does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the balance sheet. The credit risk for trade receivables based on the information provided to key management is as follows:
Group
2009 $
2008 $
By types of customers Related parties Nonrelated parties Multinational companies Other companies
14,531,575 216,651 14,748,226
135,742 10,289,312 26,319 10,451,373
(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 credit-ratings 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 and the Company.
(ii)
Financial assets that are past due and/or impaired There is no other class of financial 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
2009 $
2008 $
Past due 0 to 3 months Past due 3 to 6 months
1,998,583 1,791,279 3,789,862
2,389,381 728,539 3,117,920


(b) Credit risk (contd)

(ii) Financial assets that are past due and/or impaired (contd) The carrying amount of trade receivables individually determined to be impaired and the movements in the related allowance for impairment are as follows:
Group
2009 $
2008 $
Gross amount Less: Allowance for impairment
49,200 (49,200)
49,200 (49,200) 49,200 49,200
Beginning of financial year Allowance made Allowance written back End of financial year
(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash to finance the Group and the Companys operations and development activities. The Group and the Companys objectives are to maintain a balance between continuing of funding and flexibility through the use of bank borrowings, bills payables, bank overdrafts and finance lease liabilities. The Group manages the liquidity risk by maintaining a level of cash and cash equivalents deemed adequate to finance the Groups business operations and development activities. The Groups objective is to maintain a balance between continuing of funding and flexibility through the use of bank borrowings, bills payables, bank overdrafts and finance lease liabilities.

(c) Liquidity risk (contd)

The table below analyses the maturity profile of the financial liabilities of the Group and the Company based on contractual undiscounted cash flows.
Less than 1 year $ Between 1 and 2 years $ Between 2 and 5 years $
Group 2009 Trade and other payables Borrowings
15,445,135 9,666,768 25,111,903
2,046,292 2,046,292
2008 Trade and other payables Borrowings
13,937,240 7,316,140 21,253,380
1,526,571 1,526,571
1,292,203 1,292,203
Company 2009 Trade and other payables
188,668
(d) Capital risk

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. One of the Companys subsidiaries is required by a bank to maintain debt-equity ratio of not exceeding 2.50 times for financial year ended 31 December 2009 (Note 12). 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 Company
2009 $
2008 $
2009 $
2008 $
Total debt Total equity Debt-equity ratio
27,966,419 24,390,234 1.15
25,201,193 21,501,248 1.17
188,668 24,097,720

28 Event occurring after balance sheet date

On 26 March 2010, EMold Manufacturing (Kunshan) Co. Ltd, subsidiary, signed an investment agreement with the local authority in Kunshan Bachen District for a 50 years lease of a factory land, with an area of 33,333 sqm (50 mu), in Kunshan Bachen District in the PRC, amounting to RMB11,200,000. On the same agreement, the local authority in Kunshan Bachen District agreed to compensate the subsidiary for a total amount of RMB7,200,000 for the relocation of the existing factory and other cost directly attributable to bringing the factory to operating condition. As a condition to the investment agreement, the subsidiary will have to increase its capital investment by US$7,800,000. The investment agreement is conditional on the successful transfer of the registered address of the subsidiary and the approval of the additional capital investment by the relevant authorities.
29 New or Revised Accounting Standards and Interpretations

Certain new accounting standards, amendments and interpretations to existing standards have been published that are mandatory for accounting periods beginning on or after 1 January 2010 or later periods and which the Group has not early adopted. The Groups assessment of the impact of adopting those standards, amendments and interpretations that are relevant to the Group is set out below:
(a) Amendments to FRS 39 Financial Instruments: Recognition and Measurement Eligible Hedged Items (effective for annual periods beginning on or after 1 July 2009)
This amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows is eligible for designation should be applied in particular situations. The Group will apply this amendment from 1 January 2010, but it is not expected to have a material impact on the financial statements.
(b) INT FRS 117 Distributions of Non-Cash Assets to Owners (effective for annual periods beginning on or after 1 July 2009)
INT FRS 117 clarifies how the Group should measure distributions of assets, other than cash, to its owners. INT FRS 117 specifies that such a distribution should only be recognised when appropriately authorised, and that the dividend should be measured at the fair value of the assets to be distributed. The difference between the fair value and the carrying amount of the assets distributed should be recognised in profit or loss. INT FRS 117 applies to pro rata distributions of non-cash assets except for distributions to a party or parties under common control. The Group will apply INT FRS 117 from 1 January 2010, but it is not expected to have a material impact on the financial statements.
29 New or Revised Accounting Standards and Interpretations (contd)

(c) INT FRS 118 Transfer of Assets to Customers (effective for annual periods beginning on or after 1 July 2009)
INT FRS 118 prescribes the accounting requirements for arrangements where the Group receives an item of property, plant and equipment from a customer which must be used to provide an ongoing service to the customer. It also applies to cash received from a customer that must be used to acquire or construct such property, plant and equipment. The Group will apply INT FRS 118 from 1 January 2010, but it is not expected to have a material impact on the financial statements.
(d) FRS 27 (revised) Consolidated and Separate Financial Statements (effective for annual periods beginning on or after 1 July 2009).
FRS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. The Group will apply FRS 27 (revised) prospectively to transactions with minority interests from 1 January 2010.
(e) FRS 103 (revised) Business Combinations (effective for annual periods beginning on or after 1 July 2009)
FRS 103 (revised) continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through profit or loss. There is a choice on an acquisition-byacquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interests proportionate share of the acquirees net assets. All acquisition-related costs should be expensed. The Group will apply FRS 103 (revised) prospectively to all business combinations from 1 January 2010.
Statistics of Shareholdings
As at 25 March 2010
Issued and fully paid-up capital Number of shares issued Class of shares Voting rights Treasury Shares : : : : : S$24,711,184.00 123,551,245 shares Ordinary share One vote per share Nil
Distribution of Shareholdings
Size of Shareholdings No. of Shareholders % No. of Shares %
1 999 1,000 10,000 10,001 1,000,000 1,000,001 and above Total
2 70 135 8 215
0.93 32.56 62.79 3.72 100.00
1,000 481,000 13,467,000 109,602,245 123,551,245
0.00 0.39 10.90 88.71 100.00
Twenty Largest Shareholders

No. Name of Shareholders No. of Shares %
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Chua Kim Guan Ng Boon Leng Mayban Nominees (S) Pte Ltd Tan Soon Liang (Chen Shunliang) United Overseas Bank Nominees Pte Ltd PrimePartners Corporate Finance Pte. Ltd. DMG & Partners Securities Pte Ltd Sim Heok Hoo Khoo Peng Ang Ng Ngee Siong (Huang Yixiang) Tang Bee Leng Liow Thiam Bock Tan Chong Yee Toh Cheng Hong Tan Kui Heong Chan Chong Beng Ang Poon Beng Teng Yew Meng Wang Wai Keong @ Wong Wai Keong Lee Kuan Hoe Total:
82,857,997 10,370,370 7,000,000 2,471,026 2,163,000 1,851,852 1,848,000 1,040,000 750,000 667,000 567,000 531,000 476,000 439,000 435,000 395,000 366,000 366,000 366,000 340,000 115,300,245
67.06 8.39 5.67 2.00 1.75 1.50 1.50 0.84 0.61 0.54 0.46 0.43 0.38 0.35 0.35 0.32 0.30 0.30 0.30 0.27 93.32
Percentage of Shareholding in Publics Hands

Based on the information available to the Company as at 25 March 2010, approximately 16.9% of the issued ordinary shares of the Company is held by the public and, therefore, Rule 723 of the Catalist Rules complied with.
Substantial Shareholders
(As recorded in the Register of Substantial Shareholders)
Direct Interest Deemed Interest
Chua Kim Guan 1 Ng Boon Leng

Notes:
1
89,857,997 10,370,370
72.73 8.39
7,000,000 shares are registered in the name of Mayban Nominees (S) Pte Ltd.
Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of JLJ HOLDINGS LIMITED (the Company) will be held at No. 2 Woodlands Sector 1 #01-35 Woodlands Spectrum 1 Singapore 738068 on Wednesday, 28 April 2010 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 financial year ended (Resolution 1) 31 December 2009 together with the Directors Report and the Auditors Report thereon. To declare a tax exempt First and Final Dividend of 0.06 cent per ordinary share for the financial year (Resolution 2) ended 31 December 2009. To approve Directors fees of S$37,500 for the financial year ended 31 December 2009. (FY 2008: S$Nil) (Resolution 3)
2.
3. 4.
To re-elect Mr Chua Kim Guan, a director retiring pursuant to Article 88 of the Companys Articles of (Resolution 4) Association. To re-elect the following Directors who are retiring pursuant to Article 89 of the Company Articles of Association: (i) (ii) Mr Pao Kiew Tee Mr Tan Soon Liang (Resolution 5) (Resolution 6)
5.
Mr Pao Kiew Tee will, upon re-election as a Director of the Company, remain as Chairman of the Audit Committee and Remuneration Committee and a member of the Nominating Committee. He is considered independent for purposes of Rule 704(7) of Section B: Rules of Catalist of the Listing Manual (Catalist Rules) of the Singapore Exchange Securities Trading Limited (SGX-ST). Mr Tan Soon Liang will, upon re-election as a Director of the Company, remain as a member of the Audit Committee, Nominating Committee and Remuneration Committee respectively, and is considered non-independent for the purposes of Rule 704(7) of the Catalist Rules. 6. To re-appoint Messrs Nexia TS Public Accounting Corporation as Auditors of the Company and to authorise (Resolution 7) the Directors to fix their remuneration. To transact any other business which may properly be transacted at an Annual General Meeting.
7.
As Special Business
To consider and, if thought fit, to pass the following resolution as Ordinary Resolutions, with or without modifications:8. Authority to Issue and Allot Shares (Share Issue Mandate) That pursuant and subject to Section 161 of the Companies Act, Chapter 50 and Rule 806 of the 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) issue shares in the capital of the Company (Shares) whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively, Instruments) that might or would require Shares to be issued, including but not limited to (i) the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion deem fit, and (b) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while the authority was in force, provided that: (i) the aggregate number of Shares does not exceed one hundred per cent. (100%) of the total number of issued Shares (excluding treasury shares) (calculated in accordance with (ii) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to the shareholders of the Company shall not exceed fifty per cent. (50%) of the total number of issued Shares (excluding treasury shares) (calculated in accordance with (ii) below); (ii) (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 subparagraph (b)(i) above, the percentage of the total number of issued Shares (excluding treasury shares) shall be based on the Companys total number of issued 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) the vesting of share awards outstanding or subsisting at the time of passing of this Resolution; and (c) any subsequent bonus issue, consolidation or subdivision of Shares; In exercising this 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 Companies Act, Chapter 50 and otherwise, and the Memorandum and Articles of Association of the Company;
Notice of Annual General Meeting (contd)
Unless previously revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting (AGM) of the Company or the date by which the next AGM is required by law to be held, whichever is earlier. [See Explanatory Note (i)] (Resolution 8) 9. Authority to issue Shares (other than on a pro-rata basis to shareholders) at a discount exceeding 10% but not more than 20% That, conditional upon the passing of Resolution 8 above, but without limiting the effect of the authority in Resolution 8, approval be and is hereby given to the Directors to issue Shares other than on a pro-rata basis to shareholders of the Company, (whether in pursuance of any offer, agreement or option made or granted by the Directors in their absolute discretion) at an issue price per Share which is at a discount to the weighted average of the prices of the Shares for trades done on the Catalist (as determined in accordance with the requirements of the SGX-ST) exceeding ten per cent. (10%) but not more than twenty per cent. (20%) 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 fit, provided that: (a) 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 Companies Act, Chapter 50 and otherwise, and the Memorandum and Articles of Association of the Company; and (b) (unless revoked or varied by the Company in general meeting) the authority conferred by this resolution shall continue in force until 31 December 2010 or such other date as may be determined by the SGX-ST, but in any event not later than the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. [See Explanatory Note (ii)] (Resolution 9)
By Order Of The Board
Lynette Loo Tham Lee Meng Company Secretaries Singapore, 12 April 2010
Explanatory Notes on Resolutions to be passed: (i) Ordinary Resolution 8, if passed, will empower the Directors from the date of the above Meeting 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 fifty per cent. (50%) 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. (ii) Ordinary Resolution 9, if passed, will empower the Directors of the Company to issue Shares which is at a discount to the weighted average of the prices of the Shares for trades done on the Catalist (as determined in accordance with the requirements of the SGX-ST) exceeding ten per cent. (10%) but not more than twenty per cent. (20%) without seeking any further approval from shareholders in general meeting but within the limitation imposed by the resolution. This authority will be in effect until 31 December 2010 or such other date as may be determined by the SGX-ST, but in any event not later than 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. Notes:1. A Member shall not be entitled to appoint more than two proxies to attend and vote at the Annual General Meeting (the Meeting) 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. 2. 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 officer on behalf of the corporation. 3. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 19 Keppel Road, #03-10 Jit Poh Building Singapore 089058 not less than 48 hours before the time appointed for the holding of the Meeting.
This page is intentionally left blank.
IMPORTANT 1. For investors who have used their CPF monies to buy shares of JLJ Holdings Limited, the Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. 3. CPF investors who wish to vote should contact their CPF Approved Nominee.
Proxy Form
(Company Registration No. 200904797H) (Incorporated in the Republic of Singapore)
Annual General Meeting
JLJ HOLDINGS LIMITED
I/We, of
NRIC/Passport No.
being a member/members of JLJ HOLDINGS LIMITED (the Company), hereby appoint:

Name Address NRIC/ Passport Number Proportion of Shareholdings (%)
and/or (delete as appropriate)

Name Address NRIC/ Passport Number Proportion of Shareholdings (%)
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 of the Company to be held on Wednesday, 28 April 2010 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 Meeting as indicated hereunder. If no specific 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.
To be used on a show of hands For** Against** To be used in the Event of a Poll No. of Votes For *** No. of Votes Against ***
No.
Resolutions
1 2 3 4 5 6 7 8 9
Adoption of Audited Financial Statements, Directors Report and Auditors Report for the financial year ended 31 December 2009. Declaration of a First and Final Dividend for the financial year ended 31 December 2009. Approval of Directors fees amounting to S$37,500 for the financial year ended 31 December 2009. Re-election of Mr Chua Kim Guan as Director. Re-election of Mr Pao Kiew Tee as Director. Re-election of Mr Tan Soon Liang as Director. Re-appointment of Messrs Nexia TS Public Accounting Corporation as Auditors. Authority to allot and issue new shares pursuant to the Share Issue Mandate. Authority to issue new shares (other than pro rata to shareholders) at a discount exceeding 10% but more than exceeding 20%.
Delete accordingly.
** Please indicate your vote For or Against with a tick ( ) within the box provided. *** If you wish to exercise all your votes For or Against, please tick ( ) within the box provided. Alternatively, please indicate the number of votes as appropriate.
Dated this
day of
2010.
Shares in: No. of Shares
Signature(s) of Member(s)/Common Seal IMPORTANT: PLEASE READ NOTES OVERLEAF
(a) Depository Register (b) Register of Members
Notes: 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, 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. 2. 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. 3. Where a member appoints more than one proxy, the proportion of his/her shareholdings concerned to be represented by each proxy shall be specified in the form of proxy. 4. The instrument appointing a proxy or proxies (together with the power of attorney (if any) under which it is signed or a certified copy thereof) must be deposited at the Companys registered office at 19 Keppel Road #03-10 Jit Poh Building Singapore 089058, not less than forty-eight (48) hours before the time of the Meeting. 5. 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 officer. 6. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. 7. 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 specified 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 meeting, as certified by The Central Depository (Pte) Limited to the Company.
www . J L J - H o l d i n g s . c o m
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 2009

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Annual Report - Jubilee Industries 2009

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A n n u a l

Precision Innovation Aesthetic

dolore eu fugiat nulla pariatur excepteur.

02 JLJ Holdings Limited Annual Report 2009

Mould Design and Fabrication Business (MDF)

JLJ Holdings Limited Annual Report 2009 03

Corporate Profile (contd)

Precision Plastic Injection Moulding Business (PPIM)

04 JLJ Holdings Limited Annual Report 2009

JLJ Holdings Limited Annual Report 2009 05

FY2009 52,357 27,967 24,390 23,482 8,049

FY2008 46,711 25,201 21,510 22,550 5,237

FY2007 39,711 20,349 19,362 18,641 4,985

FY2006 37,413 21,431 15,982 20,861 4,259

(S$000) MDF PPIM

FY2009 17,062 42,993

FY2008 21,027 29,802

FY2007 23,921 25,089

FY2006 14,857 24,047

06 JLJ Holdings Limited Annual Report 2009

JLJ Holdings Limited Annual Report 2009 07

Precision . Innovation . Aesthetic Focusing on our core competencies in different markets

Staying profitable despite a challenging year

08 JLJ Holdings Limited Annual Report 2009

Our Appreciation to All

Chua Kim Guan Executive Chairman

JLJ Holdings Limited Annual Report 2009 09

10 JLJ Holdings Limited Annual Report 2009

Outlook & Growth Strategies

JLJ Holdings Limited Annual Report 2009 11

12 JLJ Holdings Limited Annual Report 2009

JLJ Holdings Limited Annual Report 2009 13

Board Of Directors (contd)

14 JLJ Holdings Limited Annual Report 2009

Mr Choi Swee Weng Groups Chief Financial Officer

Mr Ng Wee Tong Operations Director

Mr Chee Kum Wah Daniel Operations Director

JLJ Holdings Limited Annual Report 2009 15

Sponsor Audit Committee

16 JLJ Holdings Limited Annual Report 2009

Corporate Governance Report

BOARD MATTERS Principle 1: Boards Conduct of its Affairs

JLJ Holdings Limited Annual Report 2009 17

Corporate Governance Report (contd)

Board No. of meetings held No. of meetings attended

attendance by invitation of the Committee.

Board Composition and Balance

18 JLJ Holdings Limited Annual Report 2009

Chairman and Chief Executive Officer

(iv) promoting high standards of corporate governance.

JLJ Holdings Limited Annual Report 2009 19

Corporate Governance Report (contd)

20 JLJ Holdings Limited Annual Report 2009

Principle 9: Disclosure on Remuneration

JLJ Holdings Limited Annual Report 2009 21

Corporate Governance Report (contd)

Remuneration Band and Name of Director

nil nil 100 100 100

100 100 100 100 100

22 JLJ Holdings Limited Annual Report 2009

Remuneration Band and Name of Executive

100 100 100 100

Audit Committee (AC) Principle 10: Accountability

JLJ Holdings Limited Annual Report 2009 23