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FASTECH

FASTECH SYNERGY LTD

Ensuring Customer Service Excellence

Annual Report 2001


Contents

About Fastech 01

Chairman’s Statement 02

Review of Operations 04

Corporate Governance 06

Group Financial Highlights 09

Corporate Information 11

Board of Directors 12

Organization Chart/ Management Team 13

Location of Facilities 14

Financial Review 15

Statistics of Shareholdings 46

Notice of Annual General Meeting 48

FASTECH SYNERGY LTD ANNUAL REPORT 2001


About Fastech Synergy Ltd
Fastech Synergy Ltd is a leading provider of semiconductor assembly and

test ser vices that is listed on the Main Board of the Stock Exchange
of Singapore . Fastech provides complete assembly solutions for
semiconductor components used in consumer electronics, per sonal

computers and peripherals, telecommunications equipment, medical and


office equipment, automotive systems and industrial applications. It
employs approximately 1,500 employees.

1 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Chairman’s Statement

In the light of
the changes in
the Industry,
the Group
underwent a
major corporate
transformation
process in the
third quarter of
FY 2001. The
transformation
process aims to
2001 was a difficult year for the global semiconductor industry. The
reduce our economic slowdown across the world and the events of September 11
breakeven point brought the global economies into a virtual stand still. In the face of
and increase our severe business conditions, which challenged companies in our industry
competitiveness space, we are pleased to report that Fastech Synergy Ltd (“Fastech” or
“the Group”) was still able to report a post tax profit of US$146,000
in the market. from a turnover of US$23.51 million for the financial year ended 31
Saturnino Gomez Belen, Jr.,
December 2001. The Group’s performance for the year, although modest,
Chairman of the Board
and Chief Executive can be considered outstanding in the face of the losses incurred by other
companies. It also preserved our track record, dating back to 1987, of
remaining profitable even during industry downturns.

According to the Semiconductor Industry Association (SIA), the year 2001


saw an estimated drop of 30% for the entire industry. Over the same
period, the turnover at Fastech declined by about 25% from US$31.29
million in FY2000 to US$23.51 million in FY2001. The lower turnover of
the Group was primarily due to the scaling down by Fastech’s customers
of their loadings as they worked down their inventories in light of the

FASTECH SYNERGY LTD ANNUAL REPORT 2001 2


Chairman’s Statement

weak market demand for semiconductor devices. The change in product mix and price givebacks also
had an impact as it resulted in lower average selling prices.

The decline in the Group’s turnover resulted in significantly lower profits. The operating profit after tax
dipped from US$7.25 million in FY2000 to US$146,000 for the year. This may be attributed largely to
the increase in depreciation and amortization charges incurred by the capacity build-up in FY2000 in
response to the favorable market conditions then.

As a response to the challenges posed by the industry downturn, the Group implemented a major
corporate transformation process in the third quarter of FY2001. The objective of this transformation
process was to reduce the Group’s breakeven point and increase our competitiveness in the market.
The two major initiatives underlying this transformation process were the consolidation of the Group’s
three manufacturing sites into a single location at the Fastech Manufacturing Complex and the
rationalization of the original 19 production lines into seven production clusters. As this is written,
Fastech is happy to report that these two initiatives have already been brought to a successful conclusion.
As such, Fastech is now well on its way to improving its operational focus, raising its production and
deepening its engineering expertise in its chosen production clusters. Ultimately, this will result in
enhancing its seven-point customer service commitment in terms of; 1) improved quality 2) lower cost
3) on-time delivery 4) expanded engineering expertise 5) better anticipation of customers long-term
supply requirements 6) stronger adherence to environmental concerns and 7) better security for
customers’ products & processes.

Complementing this consolidation of the Group’s operations, Fastech also began to streamline its
organizational structure. The workforce was reduced to approximately 1,500 from a high of about
2,000 in the prior year. This reduction was achieved without significantly affecting Fastech’s total
production capacity. Hence, this puts the Group in a very good position to take advantage of the future
upturn that is expected to occur sometime at the end of 2002 or in the beginning of 2003.

Current Year’s Prospects


At this moment, while visibility remains limited, Fastech believes that the worst is already behind it.
With adept execution of its operational “game plan”, and with the continuing support of its roster of
quality customers, Fastech is cautiously optimistic that 2002 will be a better year than 2001.

Finally, I would like to take this opportunity to thank our shareholders, customers, business associates
and employees for their support and contribution in FY 2001 and we look forward to receiving their
enduring support into the new financial year.

Saturnino G. Belen, Jr.


Chairman

3 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Review of Operations

The financial year commenced on an upbeat note with expectations for a


better second half year. However, these hopes were dashed with the events
of September 11. Fastech, posted weaker sales and profitability as orders
from our customers slowed amid the uncertainties. For the financial year
ended 31 December 2001, the Group posted a turnover of US$23.51
million representing a decline of about 25% over that of the previous year.
Corresponding to the lower turnover, net operating profits after tax also
reported a dip from US$7.25 million in the previous year to US$146,000.
The lower turnover was a result of customers scaling down their loadings
and working down their inventory in response to the rapidly declining
market demand for semiconductor devices. Net operating margin after
tax was inevitably affected by the lower demand. The lower average selling
price caused by price givebacks and change in product mix, the increase in
depreciation and amortization charges due to the capacity build-up in
2000, the payment of retrenchment benefits as the Group reduced its
workforce, the writing down of inventories and costs incurred with the
transfer of 2 corporate divisions to the Fastech Manufacturing Complex
were the other factors that contributed to the lower profit margins during
the year.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 4


Review of Operations

Corporate Transformation Program


Due to the weak demand for semiconductors that was experienced globally, the capacity utilization
within the Group was significantly lower during FY2001. Against a capacity of 1,412 million units,
only 674 million units were produced. Responding to the weak market conditions, Fastech underwent
a major restructuring program in the third quarter of 2001. The four corporate divisions: Fastech
Micro Electronics, Inc., Fastech Microassembly & Test, Inc., Fastech Advanced Assembly, Inc. and
Fastech Electronique, Inc. were consolidated to pave the way for streamlining and maximization of
resources. This consolidation necessitated the transfer of the facilities of two corporate divisions to
the Fastech Manufacturing Complex at the Light Industry and Science Park, in Cabuyao, Laguna.
Fastech Micro Electronics, Inc. was completely transferred from Sucat, Paranaque in 2001. Fastech
Microassembly & Test, Inc. commenced the transfer of its facilities during the last quarter of 2001.
We expect to complete the physical consolidation of all production lines at Fastech Manufacturing
Complex by February 2002.

The corporate transformation program also dictated that Fastech undergo a complete rationalization
of its production lines. The current 19 lines have been consolidated into 7 production clusters to
increase efficiency through sharing of equipment, personnel and support systems.

With the implementation of this set-up, the open line system will shift to functional management
system. Open lines will be managed into four groups:

1. Die Management
2. Interconnect
3. Encapsulation and Finishing
4. Test and Packaging

While the visibility for FY2002 remains limited, Fastech will continue to implement cost savings
measures not only to weather the effects of the downturn and the unfavorable events of FY2001,
but also to ensure its competitiveness in the market. The corporate transformation program aims to
lower the Group’s breakeven point. Net income is expected to improve in 2002 because of the
reduction of Fastech’s breakeven cost and not necessarily from the increase in revenues.

5 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Corporate Governance

The Fastech Board reaffirms its commitment to maintaining a high


standard of corporate governance in order to ensure that the
interests of its various stakeholders are adequately protected. It
aims to achieve this by instilling a culture of integrity, competence,
fairness and responsibility and adopting the following self-regulatory
and monitoring mechanisms within the organization:

The Board
The Fastech Board is composed of eleven (11) Directors, four (4) of whom are Executive Directors
and seven (7) non-Executive Directors. Fastech places great importance on the quality of its Board by
appointing members who are prominent industry professionals and respected members of the business
community.

The Board aims to ensure the Company’s prosperity by collectively directing its management and
operational affairs. All directors are equally accountable in law for this stewardship and decisions are
taken by all directors sharing the same full, accurate and timely information and benefiting from a
combined knowledge and experience. Certain directors, on the other hand, act as the Board liaison
officers, while assisting management in the areas of information technology, quality, finance, corporate
communications and investor relations.

To enable them to do this, the Board meets on a quarterly basis. There is frequent contact between
the Board and existing executive and working committees, to discuss the Company’s business
developments, operation and financial performance. The schedule of matters reserved for Board
decisions ensures a proper level of attention and control, with certain areas of authority delegated to
two (2) standing committees, each of which operates under written terms of reference, namely: -

1. The COMPENSATION COMMITTEE which comprises three (3) directors, is headed by Mr. Lum
Choong Wah (Independent Director), Ms. Carmelita M. Chua (Executive Director) and Mr. Patrick
L. Go (Independent Director) are members. It is responsible for making recommendations to the
Board on the framework of executive compensation policy and for determining the compensation
packages of individual executive directors and certain group of senior executives.

2. The AUDIT COMMITTEE is headed by Mr. Jovenal R. Santiago (Independent Director) together
with Mr. Lum Choong Wah (Independent Director) and Ms. Carmelita M. Chua (Executive Director)
as members. It holds quarterly meetings to carry out all of its recognized principal duties and
functions:
• Review quarterly financial results performance prior to its approval by the Board and its
announcement to shareholders;

FASTECH SYNERGY LTD ANNUAL REPORT 2001 6


Corporate Governance

• Nominate external auditors for appointment/re-appointment and together, review the audit
plan, their evaluation of the system of internal accounting controls, their audit report, management
letter and the management’s response;
• Review and discuss with the external auditors any suspected fraud or irregularity or suspected
infringement of any relevant laws, rules or regulations, which has, or is likely to have, a material
impact on the Group’s operating results or financial position, and the management’s response,
and report the matter to the Board, where appropriate; and
• Review transactions falling within the scope of Chapter 9A and Clauses 1006, 1007 and 1008
of the SGX Listing Manual.

Board Meetings
A total of 5 Board Meetings were held during the financial year ended 31 December 2001. The
attendance of each Director to the Board Meetings held during the year are summarised as follows:

Name of Director Number of Board Meetings Attended


Saturnino G. Belen, Jr. 5
Carmelita M. Chua 5
Hanspeter Eberhardt 2
Alberto V. Espiritu 5
Jose Michael K. Facundo 3
Patrick L. Go 3
Amada J. Javellana 5
Lum Choong Wah 4
Cesar P. Manalaysay 3
Charito C. Montemayor 4
Jovenal R. Santiago 5

Internal Control
The Board acknowledges its ultimate responsibility for ensuring that Fastech has in place a system of
internal controls that is appropriate to the various business environments in which it operates. These
controls are established in order to safeguard Fastech’s assets, maintain proper accounting records and
ensure that financial information that is published or used within the business is reliable. Any such system
of internal control can, however, only provide reasonable and not absolute assurance against material
misstatement or loss.

Key elements of Fastech’s system of internal financial controls are as follows:

By its statements and actions, Fastech emphasizes a culture of integrity, competence, fairness and
responsibility. Fastech has adopted sound, conservative accounting policies and procedures. There are
clear management responsibilities in relation to internal financial control, which permeate down
through the Board of Directors and to operating management.

Fastech operates within a controlled framework developed and refined over a number of years. There
are common accounting policies and financial control procedures in addition to controls of a more

7 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Corporate Governance

operational nature. Of particular importance are those that relate to:

• The definition of the organization structure and the appropriate delegation of responsibility to
operational management;

• The quality and integrity of personnel;

• The definition of authorization limits, financial and otherwise;

• The setting of detailed annual budgets and the monthly reporting of actual results against them;

• Capital expenditure and investment procedures;

• Physical and computer security matters; and

• Control over treasury operations where all transactions are directly related to the underlying
business of Fastech.

On behalf of the Board, the Audit Committee shall examine the effectiveness of these systems. This is
achieved primarily through a formal mechanism of self-assessment and internal audit function together
with external audit reviews. The Audit Committee shall review the internal audit programs and
determine with external auditors the nature and scope of the audit and reviews the quarterly, half year
and annual financial statements. Any significant control issue or identified risk shall be closely examined
so that appropriate action can be taken.

Dealings in Securities
Fastech adheres to the general principle that the applicable laws on insider trading shall apply at all
times. As a policy set by the Board, dealings by both directors and officers of Fastech’s securities
should not take place prior to the announcement of a matter that involves material, unpublished and
price-sensitive information. To aid the determination of the window period for dealings by directors
and officers in Fastech’s securities, the Board has fixed the announcement of Fastech’s periodic results
of operations. Thus, as a policy, Fastech’s quarterly results, including half-year results, shall be announced
not later than thirty (30) days from the end of the applicable quarter. Similarly, Fastech’s annual or
year-end results shall also be announced not later than thirty (30) days from the end of the relevant
year.

Consequently, Fastech’s directors and officers are mandated to observe a “silent period” within which
the said directors and officers are prohibited to deal in Fastech’s Securities. The silent period shall be
for the duration commencing from the end of the month of the relevant quarter or year, and lasting
up to the date of actual announcement of the quarterly or year-end results, as the case may be.

Statement of Compliance
In accordance with the Singapore Exchange (SGX) Listing Manual, the Fastech Board confirms that it
has complied throughout the accounting period set out in the provisions of the said SGX Listing
Manual.

Finally, the Board confirms that it has reviewed the operation and effectiveness of the Group’s internal
financial controls.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 8


Group Financial Highlights

Turnover US$ million

31.29
35
Turnover for the year dipped by about 30

23.51
21.29
US$7.78 million or 25% compared to the previous 25

15.13
year. The recorded sales was US$23.51 million as 20

10.61
against US$31.29 million in the previous year. 15
10
5
0
97 98 99 00 01

Profit Before Tax US$ million

7.48
8
Profit before tax in FY2001 amounted to 7
US$379,000 down from last year’s US$7.48 million. 6
5

3.25
4

2.94
3
2

0.379
0.321
1
0
97 98 99 00 01

Profit After Tax US$ million


8 7.25
Corresponding to the lower profit before tax, the 7
net profit after tax also declined from $7.25 million 6
to US$146,000 in FY 2001. 5
3.18

4
2.67

3
2
0.394

0.146

1
0
97 98 99 00 01

US cents
5
4.69

4.5
Earnings Per Share 4
3.5
The lower profitability of the Company during the 3
year is also reflected in the lower earnings per share 2.5
2.06
1.98

of US0.09 cents in FY 2001 down from last year’s 2

US4.69 cents. 1.5


1
0.29

0.5
0.09

0
97 98 99 00 01

9 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Group Financial Highlights

Sales By Geographic Region

U.S.A. 39% Europe


Geogr aphically, Europe was the pr imar y
Asia 5%
contributor to the Group’s sales contributing about
Europe 56%
56% of the total sales for the year. Turnover for
the year was US$13.05 million compared to
US$18.07 million in the previous year.

United States of America


The second largest market for the Group - USA,
contributed approximately 39% of the total
turnover. Sales to the USA amounted to US$9.19
million in FY2001 compared to US$12.02 million
in the previous year.

Asia
The third geographic market - Asia, posted a
turnover of US$1.27 million, a slight increase from
US$1.21 million in the previous year. Sales to
Asia contributed about 5% of Fastech’s total
turnover for the year.

Sales By Product Group


Power and
Discrete 67%
Discrete and Power Semiconductors
Discrete and power semiconductors remained the
Others 15% major contributor to the Group’s turnover. During
the year, sales of discrete and power
semiconductors, amounted to US$15.73 million
Telecoms 18% representing 67% of the Group’s sales.

Telecommunications Components
The second major contributor to the Group’s sales
is telecommunications components. During the
year, the Group posted US$4.24 million in sales of
telecommunications components representing 18%
of the total sales.

Other Components
Other components - the third categor y of
products manufactured by the Group, posted a
turnover of US$3.54 million representing 15% of
total sales in FY2001.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 10


Corporate Information

Board of Directors Bermuda Share Registrar and Share Transfer Office


Saturnino Gomez Belen, Jr (Chairman) Reid Management Limited
Carmelita Manese Chua 4F Windsor Place 22 Queen Street Hamilton HM11, Bermuda
Hanspeter Eberhardt
Alberto Villapana Espiritu Singapore Share Transfer Office
Jose’ Michael Kaufmann Facundo * Lim Associates (Pte) Ltd
Patrick Lim Go 10 Collyer Quay #19-08 Ocean Building Singapore 049315
Amada de Jesus Javellana
Lum Choong Wah Singapore Legal Counsel
Cesar Penson Manalaysay, LLB, LLM White & Case, Colin Ng & Partners
Charito Cubacub Montemayor * 50 Raffles Place #30-00
Jovenal Romaguera Santiago Singapore Land Tower
* resigned as of 28 January 2002 Singapore 048623

Company Secretary Philippine Legal Counsel


Cesar Penson Manalaysay, LLB, LLM Siguion Reyna, Montecillo & Ongsiako
4th and 6th Floors, Citibank Center
Assistant Company Secretary 8741 Paseo de Roxas, Makati City, Philippines
Armel Taoingan Cansino, LLB, JD
Auditors
Audit Committee Arthur Andersen
Jovenal Romaguera Santiago (Chairman) Certified Public Accountants
Carmelita Manese Chua (Member) 10 Hoe Chiang Road #18-00 Keppel Towers Singapore 089315
Lum Choong Wah (Member) Partner in-charge: Philip Ling
Armel Taoingan Cansino, LLB, JD (Secretary)
Auditors of Philippine Registered Subsidiaries
Compensation Committee SyCip Gorres Velayo & Co
Lum Choong Wah (Chairman) SGV Building, 6760 Ayala Avenue, Makati City, Philippines
Carmelita M. Chua (Member)
Patrick Lim Go (Member) Principal Bankers
Armel Taoingan Cansino, LLB, JD (Secretary) Bank of the Philippine Islands
BPI Building, Ayala Avenue corner Paseo de Roxas, Makati City Philippines
Registered Office
Cedar House, 41 Cedar Avenue KBC Bank N.V.
Hamilton, HM 12, Bermuda 22/F Far East Bank Center
Sen. Gil Puyat Avenue, Makati City, Philippines
Resident Representative (Bermuda)
Appleby Spurling & Kempe Maybank Philippines Inc.
5511 The Center, 99 Queens Road, Central Hong Kong 2/F Legaspi Towers 3000
Roxas Blvd., Manila, Philippines

11 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Board of Directors
As at 30 January 2002

Saturnino Gomez Belen, Jr.


Chairman of the Board
and Chief Executive

Carmelita Manese Chua


Executive Director

Hanspeter Eberhardt
Independent Director

Alberto Villapana Espiritu


Non-Executive Director

Amada de Jesus Javellana


Non-Executive Director

Patrick Lim Go
Independent Director

Lum Choong Wah


Independent Director
and Chairman of the
Compensation Committee

Cesar Penson Manalaysay


Independent Director and
Company Secretary

Jovenal Romaguera Santiago


Independent Director
and Chairman of the
Audit Committee

FASTECH SYNERGY LTD ANNUAL REPORT 2001 12


Organization Chart / Management Team

CHIEF EXECUTIVE

Saturnino G. Belen, Jr.

FINANCE GROUP HRM GROUP IT GROUP SALES & MARKETING


GROUP
Antonio N. Abaya, Jr. Gemma P. Asuncion Alfredo L. Garcia Octavio V. Cruz, Jr.
Executive Director Vice President Vice President Managing Director

CUSTOMER SERVICE &


QUALITY GROUP MANUFACTURING TECHNICAL SERVICES PRODN PLANNING &
GROUP GROUP CONTROL GROUP

Allan P. Timonera Allan P. Timonera Ma. Corazon O. Morales Jaime D. de la Cruz


Executive Director Executive Director Vice President Executive Director

Management Team

Saturnino G. Belen, Jr. Chief Executive


Antonio N. Abaya, Jr. Executive Director
Jaime D. de la Cruz Executive Director
Allan P. Timonera Executive Director
Octavio V. Cruz, Jr. Managing Director
Gemma P. Asuncion Vice President
Manuel C. Felizardo III Vice President
Alfredo L. Garcia Vice President
Angelita C. Larios Vice President
Ma. Corazon O. Morales Vice President

13 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Location of Facilities

Fastech Synergy Ltd


Fastech Manufacturing Complex
Ampere St. corner West Road
Light Industry and Science Park
Cabuyao, Laguna, Philippines
Tel:(63 2) 844-4256
(63 49) 543-0351 or 55
Fax: (63 49) 543-0352
email: investor.relations@fastech.com.ph

FASTECH SYNERGY LTD ANNUAL REPORT 2001 14


Financial Review
Contents

16 Directors’ Report

19 Statement by Directors

20 Report of Independent Public Accountants

21 Consolidated Balance Sheets

22 Consolidated Statements of Income

23 Consolidated Statements of Changes in Stockholders’ Equity

24 Consolidated Statements of Cash Flows

25 Notes to Consolidated Financial Statements

15 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Directors' Report
For The Year Ended December 31, 2001 And 2000

The Directors are pleased to present their report to the members together with the audited consolidated financial
statements of the Company and its subsidiaries (the "Group") for the financial years ended December 31, 2001 and 2000.

Directors

The Directors of the Company in office at the date of this report are:

Saturnino G. Belen, Jr. (Chairman and Chief Executive)


Carmelita M. Chua
Hanspeter Eberhardt
Alberto V. Espiritu
Patrick L. Go
Amada J. Javellana
Lum Choong Wah
Cesar P. Manalaysay
Jovenal R. Santiago

Principal Activities

The Company was incorporated and registered as an exempted company with limited liability in Bermuda under the
Companies Act 1981 of Bermuda (as amended) on September 10, 1999. The shares of the Company were admitted to
the official list of the Singapore Exchange Securities Trading Limited (SGX-ST) on September 29, 1999.

The principal activity of the Company is that of investment holding. The details and principal activities of the subsidiaries
are shown in Note 2 to the consolidated financial statements.

Employees

The total number of employees in the Group at the end of the financial year was 1,438 (2000: 2007).

Transfers to or from Reserves or Provisions

Except as shown in the consolidated financial statements, there were no material transfers to or from reserves or
provisions during the financial year.

Issue of Shares or Debentures

No shares or debentures were issued by any company in the Group during the year.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 16


Directors' Report (cont’d)
For The Year Ended December 31, 2001 And 2000

Directors' Interests in Shares or Debentures

The interests of the Directors who held office at the end of the financial year in the shares of the Company were as
follows:

Other shareholdings in
which the director is
Held by director deemed to have an interest
At At At At At At
January 1, December 31, January 21, January 1, December 31, January 21,
2001 2001 2002 2001 2001 2002

Saturnino G. Belen, Jr. 350,000 350,000 350,000 92,164,000 89,242,000 89,242,000


Amada J. Javellana 175,000 175,000 175,000 - - -
Carmelita M. Chua 165,000 165,000 165,000 - - -
Charito C. Montemayor 78,000 78,000 78,000 - - -
Lum Choong Wah 20,000 20,000 20,000 - - -
Patrick L. Go 50,000 50,000 50,000 - - -

Except as disclosed above, no other director had an interest in the shares or debentures of any company in the Group.

Arrangements to Enable Directors to Acquire Shares or Debentures

Neither at the end nor at any time during the financial year was the Company a party to any arrangement whose object
was to enable the Directors of the Company to acquire benefits by means of the acquisition of shares or debentures of
the Company or any other body corporate.

Directors' Contractual Benefits

Except as disclosed in the accompanying consolidated financial statements, no director has received or become entitled
to receive a benefit (other than a benefit included in the aggregate amount of emoluments shown in the consolidated
financial statements, any fixed salary of a full-time employee of the Company, or any emoluments received from a related
corporation) by reason of a contract made by the Company or a related corporation with the director or with a firm of
which the director is a member, or with a company in which the director has a substantial financial interest, except for the
significant related party transactions as shown in Note 17 to the consolidated financial statements.

Dividends

No dividends have been paid, declared or proposed since the end of the previous financial year.

17 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Directors' Report (cont’d)
For The Year Ended December 31, 2001 And 2000

Audit Committee

The members of the Audit Committee as of the date of this report are:

Jovenal R. Santiago
Carmelita M. Chua
Lum Choong Wah

The Audit Committee held meetings during the year to perform the functions stated in the Corporate Governance
Policy of the Company.

Auditors

Arthur Andersen will not be seeking re-appointment as auditors of the Company. The directors recommend appointing
SyCip Gorres Velayo & Co as auditors of the Company.

Other Information Required by the SGX-ST

No material contracts to which the Company and any subsidiary is a party and which involve directors' interests subsisted
at the end of the financial year, or have been entered into since the end of the previous financial year.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 18


Statement by Directors

In the opinion of the Directors, the accompanying consolidated financial statements set out on pages 21 to 45 present
fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2001 and 2000 and the
consolidated results of their operations and their cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America and at the date of this statement there are reasonable
grounds to believe that the Group will be able to pay its debts as and when they fall due.

On behalf of the Board of Directors

SATURNINO G. BELEN, JR CARMELITA M. CHUA


Director Director

Singapore
January 30, 2002

19 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Report of Independent Public Accountants

The Stockholders and the Board of Directors


FASTECH Synergy Ltd

We have audited the accompanying consolidated balance sheets of FASTECH Synergy Ltd and Subsidiaries as of December
31, 2001 and 2000, and the related consolidated statements of income, changes in stockholders' equity and cash flows
for the years then ended, expressed in United States dollars. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
consolidated financial position of FASTECH Synergy Ltd and Subsidiaries as of December 31, 2001 and 2000, and the
consolidated results of their operations and their cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

Arthur Andersen
Certified Public Accountants
Singapore

January 30, 2002

FASTECH SYNERGY LTD ANNUAL REPORT 2001 20


Consolidated Balance Sheets
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

December 31
2001 2000
$ $
ASSETS

Current Assets
Cash (Note 19) 1,351,726 1,598,662
Accounts receivable - net (Note 3) 3,654,087 7,505,193
Inventories - net (Note 4) 1,695,564 1,892,761
Prepaid expenses and other current assets - net (Note 15) 899,540 1,187,948

Total Current Assets 7,600,917 12,184,564

Property, Plant and Equipment - net (Notes 5, 7, 9, 10 and 24) 40,223,652 35,917,602

Goodwill (Note 24) 188,746 238,980

Other Assets (Notes 6 and 15) 1,700,787 2,643,558

Total Assets 49,714,102 50,984,704

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Loans payable (Notes 5, 7, 9 and 19) 6,759,444 7,514,241
Accounts payable and accrued expenses (Notes 8, 16 and 17) 5,635,381 8,114,438
Trust receipts payable (Note 19) 596,116 1,012,279
Income tax payable (Note 15) 90,801 141,512
Current portion of long-term debt (Notes 5, 7, 9 and 19) 1,943,976 203,001
Current portion of liability under capital lease (Notes 5 and 10) 63,009 64,288

Total Current Liabilities 15,088,727 17,049,759

Long-term Debt - net of current portion (Notes 5, 7, 9 and 19) 3,470,057 2,858,768

Liability Under Capital Lease - net of current portion (Notes 5 and 10) 57,760 123,218

Minority Interest 113,889 115,422

Stockholders' Equity (Notes 2, 5, 11, 12 and 23) 30,983,669 30,837,537

Total Liabilities and Stockholders' Equity 49,714,102 50,984,704

See accompanying Notes to Consolidated Financial Statements.

21 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Consolidated Statements of Income
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

Years Ended December 31


2001 2000
$ $

REVENUES 23,511,248 31,293,161

COST OF GOODS SOLD (Notes 5 and 18) 18,810,926 19,479,224

GROSS PROFIT 4,700,322 11,813,937

OPERATING EXPENSES
General and administrative (Notes 13, 16 and 17) 3,044,341 4,155,047
Sales and marketing 479,335 663,870

Total Operating Expenses 3,523,676 4,818,917

INCOME FROM OPERATIONS 1,176,646 6,995,020

OTHER INCOME (EXPENSES)


Foreign exchange gains - net 278,117 1,069,246
Interest and bank charges - net (Notes 14 and 17) (1,120,169) (1,134,536)
Others 44,063 551,146

Total Other Income (Expenses) (797,989) 485,856

INCOME BEFORE INCOME TAX 378,657 7,480,876

PROVISION FOR INCOME TAX (Note 15)


Current 103,244 220,013
Deferred 128,227 16,924

Total Provision for Income Tax 231,471 236,937

INCOME BEFORE MINORITY INTEREST 147,186 7,243,939

MINORITY INTEREST (1,054) 4,868

NET INCOME (Notes 5, 15 and 23) 146,132 7,248,807

Weighted Average Number of Common Shares Outstanding (Note 23) 154,550,000 154,550,000

Basic Earnings Per Common Share (Note 23) 0.001 0.047

See accompanying Notes to Consolidated Financial Statements.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 22


Consolidated Statements of Changes in Stockholders’ Equity
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

Years Ended December 31


2001 2000
$ $

CAPITAL STOCK (Note 11) 15,455,000 15,455,000

ADDITIONAL PAID-IN CAPITAL 3,919,724 3,919,724

RETAINED EARNINGS (Notes 5 and 12)


Balance at beginning of year 11,462,813 4,214,006
Net income 146,132 7,248,807

Balance at end of year 11,608,945 11,462,813

TOTAL STOCKHOLDERS' EQUITY 30,983,669 30,837,537

See accompanying Notes to Consolidated Financial Statements.

23 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Consolidated Statements of Cash Flows
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

Years Ended December 31


2001 2000
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 146,132 7,248,807
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 5,341,146 4,644,675
Unrealized foreign exchange gain (278,117) (1,069,246)
Amortization of prepaid rent 70,637 67,716
Amortization of goodwill 50,234 50,234
Minority interest 1,054 (4,868)
Provisions for:
Inventory obsolescence 172,993 66,402
Deferred income tax 128,227 16,924
Impairment of machinery and equipment 79,761 -
Doubtful accounts 11,469 -
Write-off of inventories - 16,481
Write-off of doubtful accounts - 14,590
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable 4,106,675 (2,988,974)
Inventories 24,204 402,951
Prepaid expenses and other current assets 4,532,010 (2,354,340)
Increase (decrease) in:
Accounts payable and accrued expenses (3,557,811) 4,101,529
Trust receipts payable (416,163) (130,505)
Income tax payable (58,258) 29,687
Net cash provided by operating activities 10,354,193 10,112,063
CASH FLOWS FROM INVESTING ACTIVITIES
Net acquisitions of property, plant and equipment (9,726,957) (15,534,721)
Increase (decrease) in other assets 219,138 (107,439)
Net cash used in investing activities (9,507,819) (15,642,160)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Loans payable 17,750,686 15,810,865
Long-term debt 2,711,915 4,340,221
Payments of:
Loans payable (18,978,033) (12,974,654)
Long-term debt (2,513,187) (2,151,358)
Increase (decrease) in:
Liability under capital lease (65,458) 123,218
Minority interest (2,587) 91,022
Net cash provided by (used in) financing activities (1,096,664) 5,239,309
EFFECT OF EXCHANGE RATE CHANGES ON CASH 3,354 (55,050)
NET DECREASE IN CASH (246,936) (345,838)
CASH AT BEGINNING OF YEAR 1,598,662 1,944,500
CASH AT END OF YEAR 1,351,726 1,598,662
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $1,102,869 $1,252,890
Income tax 141,512 111,825
See accompanying Notes to Consolidated Financial Statements.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 24


Notes to Consolidated Financial Statements
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

1. General

Nature of Business
FASTECH Synergy Ltd (FSL) provides semiconductor assembly and test services for major companies in the electronics
industry through its four (4) operating subsidiaries, FASTECH Micro Electronics, Inc. (FASTECH 2), FASTECH
Microassembly & Test, Inc. (FASTECH 3), FASTECH Advanced Assembly, Inc. (FASTECH 6) and FASTECH
Electronique, Inc. (FASTECH 7). FSL and its subsidiaries are collectively referred to hereinafter as the “Company”.

Corporate Transformation
In July 2001, the Company announced that it was implementing a corporate transformation process aimed at reducing
its break-even point.

One of the major initiatives behind this process is the consolidation of the manufacturing operations into a single
location at the FASTECH Manufacturing Complex in Cabuyao, Laguna, Philippines. The first phase of the consolidation
involved the transfer of the production operations of FASTECH 2 previously located in Sucat, Paranaque, Philippines.
The transfer was completed in August 2001. Subsequently, FASTECH 2 temporarily ceased its operations in
September 2001. The second phase involves the transfer of the production operations of FASTECH 3 currently
located in Taguig, Metro Manila, Philippines which is estimated to be completed within the first quarter of 2002.

The Company also implemented a rationalization of its production lines. The original 19 production lines have been
regrouped into seven production clusters. The Company expects that the rationalization will improve operational
focus, resulting in higher levels of production and engineering expertise in the specific products, and ultimately enhance
customer service.

The Company has also started streamlining its organization structure to complement its consolidation and rationalization
moves. The reorganization has reduced the Company's workforce by an estimated 17% from its July 2001 manpower
count of about 1,800. Total retrenchment cost incurred for the year ended December 31, 2001 amounted to $0.21
million. Further reductions are expected as the Company moves into the final stages of the reorganization process,
which is also expected to be completed within the first quarter of 2002.

Finally, with the completion of the consolidation of its manufacturing operations at the FASTECH Manufacturing
Complex, the Company is considering the merger of all operating subsidiaries under one of its subsidiary, FASTECH
Synergy Philippines, Inc. (formerly First Asia Systems Technology, Inc.) (FASTECH 1).

Significant Customers
The customers of the Company are located in Europe, the United States of America, and Asia. The Company's top
five customers collectively accounted for 74% and 72% of its revenues in 2001 and 2000, respectively. The Company
anticipates that significant customer concentration will continue for the foreseeable future but the companies which
constitute the Company's largest customers may change.

Risks and Uncertainties


The Company's future results of operations involve a number of risks and uncertainties. Factors that could affect the
Company's future operating results include, but are not limited to, dependence on key customers, cyclical nature of
the semiconductor industry, increased competition, foreign exchange fluctuations, political and regulatory
considerations, technological and commercialization delays, lengthy sales and qualification cycles, cost concerns in
manufacturing capability and capacity.

25 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

2. Summary of Significant Accounting Policies

Accounting Principles
In prior years, the consolidated financial statements were prepared in accordance with Statements of Accounting
Standard in Singapore. With effect from January 1, 2001, the consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States of America (US GAAP). Accordingly,
certain accounting policies were changed to comply with U.S. GAAP.

Principles of Consolidation
The accompanying consolidated financial statements include the accounts of FSL and its subsidiaries, namely:

 FASTECH 1 (wholly owned), a Philippine corporation, the holding company of the operating subsidiaries in the
Philippines;

 Firstec Asiapac Limited (FAP) (wholly owned), a Hong Kong company, engaged in trading of electronic products;

 Firstec Electronics (S) Pte Ltd (FES) (wholly owned), a Singapore company, is an investment holding;

 FASTECH 2 (wholly owned through FASTECH 1), a Philippine Board of Investment (BOI)-registered enterprise,
engaged in the assembly of a wide range of discrete and integrated circuits and hard-to-build semiconductor
devices;

 FASTECH 3 (wholly owned through FASTECH 1), a BOI-registered enterprise, engaged in the manufacture,
assembly and test of discrete devices used in consumer products, industrial equipment, power supplies,
instrumentation and telecommunications;

 FASTECH 6 (wholly owned through FASTECH 1), a Philippine Economic Zone Authority (PEZA)-registered
enterprise, engaged in the manufacture of printed circuit board assemblies, metal can packages and integrated
circuits;

 FASTECH 7 (wholly owned through FASTECH 1), a PEZA-registered enterprise, engaged in the manufacture
of high volume discrete devices such as power transistors, voltage regulators and diodes;

 EMS Property Holdings, Inc. (EMS) (100% equity ownership through FASTECH 1), a Philippine enterprise,
incorporated primarily to acquire, use, develop, subdivide, sell, mortgage, exchange, lease, develop and hold for
investment or otherwise, real estate of all kinds;

 FASTECH Properties, Inc. (FASTECH 5) (100% effective ownership - 40% through FASTECH 1 and 60% through
EMS), a PEZA-registered enterprise, engaged in the construction of factory buildings for lease to PEZA-registered
Economic Zone (ECOZONE) enterprises;

 LABTECH Asia, Inc. (Labtech) (60% owned through FASTECH 1), a Philippine enterprise, engaged in research
and design of semiconductor and electronic products; and,

 FASTECH Synergy, Inc. (FSI) (wholly owned through FASTECH 1), a Philippine enterprise, dormant.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 26


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

Except for FAP and Labtech which are audited by audit firms other than Arthur Andersen, all other subsidiaries are
audited by Arthur Andersen Singapore and its associated firm.

The cumulative and non-participating preferred shares of EMS and the related dividends are shown as "Minority
Interest" in the consolidated balance sheets and statements of income, respectively. The dividend is computed at the
rate of the 91-day Philippine Treasury Bill note plus three percent.

The FSL companies are interdependent companies involved in related businesses. FSL was incorporated and registered
as an exempted company with limited liability in Bermuda, under the Companies Act 1981 of Bermuda (as
amended), on September 10, 1999.

Pursuant to a restructuring scheme to rationalize the structure of the Company in preparation for the initial public
offering of FSL's shares in 1999, the following events took place:

 FSL acquired the entire issued capital stock of FASTECH 1 by issuing 134,430,000 new ordinary shares of $0.10
each at par value to the then stockholders of FASTECH 1. The 134,430,000 new shares, together with the
120,000 ordinary shares issued upon the incorporation of FSL, formed the total purchase consideration for the
acquisition of the entire issued capital stock of FASTECH 1.

 FASTECH 1 transferred 60% of its 100% interest in FASTECH 5 to EMS, a newly incorporated company in
which FASTECH 1 has a 100% equity interest, for a cash consideration of Php60,000,000.

 FES, previously a wholly owned subsidiary of FASTECH 1, transferred its interest in the entire issued capital stock
of FAP to FSL for a cash consideration of $12,907, representing the par value of the issued capital stock of FAP,
and FASTECH 1 transferred its interest in the entire issued capital stock of FES to FSL for a cash consideration
of S$30,000, representing the par value of the issued capital stock of FES.

The Company, resulting from the foregoing restructuring exercise, is regarded as a continuing group and accordingly,
its consolidated financial statements as of December 31, 1999 and comparative figures have been prepared on a
combined basis as if the restructuring occurred at the beginning of calendar year 1998.

On September 29, 1999, the shares of FSL were admitted to the official list of the Singapore Exchange Securities
Trading Limited (SGX).

Foreign Currency Translations and Transactions


The functional currency of the Company is the United States (US) dollar. In 2001, the reporting currency of the
Company was changed from Philippine peso to US dollar. The Company decided to use the US dollar as its
reporting currency as it would enable the Company's financial results and position to be presented with greater
relevance to the Company's investors.

For purposes of setting up the beginning balances of the accounts in US dollar, the prior years' consolidated financial
statements have been remeasured into US dollar as follows:

a. all monetary assets and liabilities at the exchange rates prevailing at the balance sheet date;
b. capital stock, retained earnings and non-monetary assets and liabilities at historical exchange rates; and,
c. revenue and expense items at the approximate exchange rates prevailing at the time of transactions.

27 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

Exchange gains and losses arising from the above translations are credited or charged to operations in respective
years.

Foreign currency-denominated transactions are recorded in US dollar based on the exchange rates prevailing at the
dates of transactions. Exchange gains or losses arising from the settlement or restatement of foreign currency-
denominated payables and receivables are credited or charged to operations.

Inventories
Inventories are stated at the lower of cost or market, where market is defined as net realizable value for finished
goods and work in process and replacement cost for raw materials, factory and office supplies, and spare parts. In
2001, the Company changed its method of costing inventories from first-in, first-out basis to weighted-moving
average method. The effect of the change was not significant.

Property, Plant and Equipment


Property, plant and equipment are carried at cost less accumulated depreciation and amortization. Cost includes
interest and other financing costs attributable to the construction of the building during the construction period.

Depreciation and amortization are computed using the straight-line method over the following periods:

Machinery and equipment 8 years


Buildings and building improvements 20 years
Facilities, equipment and improvements 5 years
Office furniture, fixtures and equipment 3-5 years
Leasehold improvements 5 years or term of the lease, if shorter
Transportation equipment 5 years
Tools 3 years

No depreciation is provided for property, plant and equipment under installation or construction.

The cost of maintenance and repairs is expensed as incurred; significant renewals and improvements are capitalized.
When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation and amortization
are removed from the accounts and any resulting gain or loss is credited or charged to current operations.

Affiliated Company
An affiliated company is a company, not being a subsidiary or associate, in which one or more of the shareholders of
the Company have a significant equity interest or exercise significant influence.

Goodwill
The difference between the Company's cost of investment and its proportionate share in the net assets of subsidiaries
is recognized as goodwill and amortized to the profit and loss account on a straight-line basis over the period of
expected benefit not exceeding 10 years. Management has determined that amortization of goodwill over 10 years
is appropriate because of the future operations prospects of the respective subsidiaries.

Borrowing Costs
Borrowing costs that are directly attributable to the construction of fixed assets are capitalized as part of the cost of
the assets. Capitalization ceases when substantially all the activities necessary to prepare the related assets for their
intended use are completed. The capitalized costs are depreciated over the same periods as the underlying assets.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 28


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

Income Tax
The Company accounts for income tax in accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes," which requires the use of the liability method. If it is more
likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is
provided. The Company calculates its deferred income tax by comparing the U.S. GAAP Philippine peso tax basis
(excluding any effects of indexing for inflation) to the Philippine peso book basis (excluding any effects of changes in
exchange rates), applying the appropriate tax rates to any temporary difference and translating such deferred tax at
the balance sheet exchange rate.

The Company reports certain income and expense items for income tax purposes on a basis different from that
reflected in the accompanying consolidated financial statements. The principal differences relate to: (i) provisions for
inventory obsolescence and doubtful accounts, and recognition of accrued pension costs which are not deductible
for income tax purposes until realized and written off, and paid, respectively; and, (ii) recognition of net operating
loss carryover (NOLCO) benefit; and (iii) carryover benefit of minimum corporate income tax (MCIT).

Earnings Per Share (EPS)


Basic EPS is computed using the weighted average number of common shares outstanding during the year. On a
diluted basis, shares outstanding are adjusted for the effects of all dilutive potential common shares.

Revenue Recognition
Revenue is recognized on the following basis:

a. Sale of goods is recognized when finished goods are billed and shipped to customers; and,

b. Interest income from bank deposits and interest-bearing advances to affiliated companies are recognized on a
time proportion basis computed on the outstanding principal using the applicable rate.

Research and Development Costs


Research and development costs are charged to income as incurred.

Allowance for Doubtful Accounts


The Company maintains an allowance for doubtful accounts at a level considered adequate to provide for potential
uncollectibility of its receivables. Management, on the basis of factors that affect the collectibility of the accounts,
evaluates the level of this allowance. A review of the age and status of receivables, designed to identify accounts to
be provided with allowance, is made by the Company on a continuing basis.

Pension Plan
Certain subsidiaries have trusteed, non-contributory defined pension plans covering substantially all regular
employees.The annual expense is determined in accordance with SFAS No. 87, "Employers' Accounting for Pension",
and is charged to current operations.

SFAS No. 87 was adopted on January 1, 2000 based on the latest actuarial valuation dated January 2002. At the date
of adoption, the net transition obligation of $184,920 is amortized on a straight-line basis over the expected average
remaining service years of the active employees covered by the plan, starting from the date the pension plans were
established. The average remaining service period used for purposes of amortizing the transition obligation is 22

29 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

years for FASTECH 2 and 23 years for FASTECH 3. Three years and one year have lapsed since the establishment
of the pension plans of FASTECH 2 and FASTECH 3, respectively. Accordingly, $16,948 of the transition obligation
was recognized as a debit to the beginning retained earnings as of December 31, 2000.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of


The Company reviews long-lived assets impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell.

Capital Lease
Fixed assets acquired under capital lease are capitalized and depreciated over their useful lives. The capital elements
of future lease obligations are recorded as liabilities, while interest elements are charged to income over the period
of the lease to produce a constant rate of change on the balance of capital repayment outstanding.

Operating Lease
Rental payments under operating leases are charged to income on a straight-line basis over the periods of the
respective leases.

Stock Issuance Expenses


Direct costs incurred relative to the Company's initial public offering at the SGX (representing common shares)
were charged against the corresponding additional paid-in capital arising therefrom.

Use of Estimates in the Preparation of Consolidated Financial Statements


The preparation of the financial statements in conformity with U.S. GAAP requires the Company's management to
make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 30


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

3. Accounts Receivable

This account consists of:


As of December 31
2001 2000
$ $

Trade 3,374,625 6,393,748


Others 290,931 1,111,445

3,665,556 7,505,193
Less allowance for doubtful accounts 11,469 -

Total accounts receivable - net 3,654,087 7,505,193

Other receivables consist primarily of claims for reimbursement of advanced payment of sickness and maternity
benefits of employees from the Philippine Social Security System, advances to officers and employees, and claims for
reimbursable expenses from customers.

4. Inventories

This account consists of:


As of December 31
2001 2000
$ $

Finished goods - 10,832


Work in process - 12,798
Raw materials 1,089,325 1,095,403
Factory and office supplies 480,403 602,046
Spare parts 365,231 238,084

1,934,959 1,959,163
Less allowance for inventory obsolescence 239,395 66,402

Total inventories - net 1,695,564 1,892,761

31 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

5. Property, Plant and Equipment

This account consists of:


As of December 31
2001 2000
$ $
Land 2,144,503 2,097,135
Machinery and equipment 38,891,800 36,106,490
Buildings and building improvements 5,692,364 6,199,755
Facilities, equipment and improvements 1,932,359 1,500,145
Office furniture, fixtures and equipment 1,423,428 1,285,110
Leasehold improvements 1,008,061 782,488
Transportation equipment 107,410 141,664
Tools 90,953 99,849

51,290,878 48,212,636
Less accumulated depreciation and amortization 16,525,587 13,895,767

34,765,291 34,316,869
Machinery and equipment under installation 2,746,165 903,416
Construction in progress 2,712,196 697,317

Total property, plant and equipment - net 40,223,652 35,917,602

The “Construction in progress” account includes interest capitalized amounting to $131,133 and $20,124 in 2001
and 2000, respectively.

Certain property, plant and equipment, with net book value of $22,860,553 and $22,251,640 in 2001 and 2000,
respectively, were pledged as collateral for the short-term and long-term bank loans as disclosed in Notes 7 and 9.

Certain office equipment with net book value of $183,220 and $192,864 in 2001 and 2000, respectively, were
acquired under capital lease (see Note 10).

Certain property and equipment with net book value of $79,761 were written off in 2001.

In 2000, the Company changed the estimated useful lives of machinery and equipment from 5-6 years to 8 years.
The Company believes that the change more appropriately reflects the economic benefits to be received from these
assets. The remaining estimated useful lives of the machinery and equipment range from 6 months to 8 years. The
change increased the net income for 2000 and retained earnings as of December 31, 2000 by $1,373,955.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 32


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

6. Other Assets

This account consists mainly of advances to suppliers representing down payments given to suppliers for purchases
of machinery and equipment.

7. Loans Payable

This account consists of:


As of December 31
2001 2000
$ $
Secured 6,759,444 7,015,205
Unsecured - 499,036

Total loans payable 6,759,444 7,514,241

The Philippine peso and US dollar-denominated loans obtained from Philippine banks bear interest ranging from
5.5% to 13.9% in 2001 and 9.3% to 14.0% in 2000 for US dollar-denominated loans and 13.1% to 28.1% in 2001 and
10.7% to 28.1% in 2000 for Philippine peso-denominated loans.

The secured loans are collateralized by a real estate mortgage on certain properties of a subsidiary and a chattel
mortgage over the machinery and equipment of certain subsidiaries.

Certain US dollar and Philippine peso-denominated loans maturing in 2001 were renegotiated through extension of
maturity dates until 2002. Certain US dollar-denominated loans were also restructured into long-term debt in
2001 (see Note 9).

8. Accounts Payable and Accrued Expenses

This account consists of:


As of December 31
2001 2000
$ $
Trade 3,748,619 6,176,727
Accrued expenses 1,438,462 1,195,625
Retention payable 242,803 17,400
Refundable deposits 8,329 98,604
Others 197,168 626,082

Total accounts payable and accrued expenses 5,635,381 8,114,438

33 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

9. Long-term Debt

This account consists of:


As of December 31
2001 2000
$ $
Secured term loans 5,414,033 3,061,769
Less current portion 1,943,976 203,001

Total long-term debt - net of current portion 3,470,057 2,858,768

Following is the summary of the principal terms of the loans:

Loan I Loan II Loan III

Facility Amount $2,500,000 $998,058 Php125,000,000


($1,915,975)

Date of Grant November 2000 July and October 2000 August 2000

Maturity Date November 2003 August 2003 August 2005

Interest 90 days LIBOR plus 2.75% Philippine Prime Lending 13.1% fixed
spread rate

Payment Terms 7 equal quarterly payments 20 equal monthly 14 equal quarterly


starting May 2002 installments starting installments starting
January 2002 August 2002

Purpose Purchase of machinery and Purchase of machinery Finance the construction


equipment and equipment of building of a subsidiary

Security Chattel mortgage on Chattel mortgage on Real estate mortgage on 2


machinery and equipment machinery and equipment; parcels of land and chattel
subordination of advances mortgage on building
from FASTECH 1; and
corporate guarantee from
FASTECH 1

Loan II represents restructured US dollar-denominated short-term loans obtained in 2000 from a local bank with
original maturity in 2001.

The repayments of long-term debt outstanding as of December 31, 2001 are scheduled as follows:

2002 $1,943,976
2003 2,375,215
2004 547,421
2005 547,421

$5,414,033

FASTECH SYNERGY LTD ANNUAL REPORT 2001 34


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

10. Liability Under Capital Lease

Following is the schedule of future minimum lease payments under capital lease as of December 31, 2001 and 2000:

As of December 31
2001 2000
$ $
Amount maturing within one year 80,789 82,428
Amount maturing within two to three years 74,057 157,987

Lease liability 154,846 240,415


Less amount representing interest 34,077 52,909

Principal amount of minimum lease payments 120,769 187,506


Less amount maturing within one year 63,009 64,288

Non-current portion 57,760 123,218

11. Capital Stock

The summary of the number of common shares authorized, issued and outstanding follows:

As of December 31
2001 2000
Common shares - $0.10 par value
Authorized 1,000,000,000 1,000,000,000
Issued and outstanding 154,550,000 154,550,000

12. Retained Earnings

The statutory retained earnings balance as of December 31, 2001 of FSL includes accumulated equity in net earnings
of Philippine based subsidiaries amounting to Php157,446,170 and net earnings of other subsidiaries amounting to
$2,360,446. These amounts are not available for dividend declaration until declared as dividends by the subsidiaries
to FSL.

The retained earnings determined for Philippine statutory reporting purposes, expressed in Philippine peso, shall be
the basis of any dividend declaration by Philippine based subsidiaries.

13. Directors' Remuneration

The directors' remuneration and fees amounted to $204,104 for 2001 and $536,698 for 2000.

The number of directors in remuneration bands for the years ended December 31, 2001 and 2000 are as follows:

Years ended December 31


2001 2000

S$500,000 and above (~$280,000 and above) - -


S$250,000 to S$499,000 (~$140,000 to $280,000) - 1
Below S$250,000 (~Nil to $140,000) 10 9

10 10

The above includes a director whose remuneration was paid via management fees to an affiliated company (see
Note 17).

35 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

14. Interest and Bank Charges - Net

This account consists of:


Years Ended December 31
2001 2000
$ $

Interest expense from borrowings (1,251,834) (1,277,467)


Interest income from:
Cash 47,884 28,117
Advances to affiliates 86,885 112,156
Others (3,104) 2,658

Net interest and bank charges (1,120,169) (1,134,536)

15. Income Tax

The significant components of the Company's deferred tax assets, which are all Philippine income components, are
as follows:
As of December 31
2001 2000
$ $

Deferred tax assets - current:


Accrual for pension costs 45,196 23,082
Allowances for:
Inventory obsolescence 33,563 -
Impairment in value of machinery and equipment 18,054 -
Doubtful accounts 5,300 -

Total deferred tax assets 102,113 23,082


Less valuation allowance 102,113 -

Net deferred tax assets - current - 23,082

As of December 31
2001 2000
$ $

Deferred tax assets - non-current:


NOLCO 1,351,963 904,009
Unrealized foreign exchange losses for Philippine tax reporting 141,317 176,086
MCIT 43,591 4,806
Others 12,132 7,769

Total deferred tax assets 1,549,003 1,092,670


Less valuation allowance 1,468,711 907,233

Net deferred tax assets - non-current 80,292 185,437

FASTECH SYNERGY LTD ANNUAL REPORT 2001 36


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

Current deferred tax assets and non-current deferred tax assets are included in the "Prepaid expenses and other
current assets" and "Other assets" accounts, respectively in the consolidated balance sheets.

The Company can claim deduction from normal taxable income and tax due arising from NOLCO and MCIT as
follows:

NOLCO MCIT
Expiry dates:
December 31, 2002 $2,708,023 $2,713
December 31, 2003 6,251 1,934
December 31, 2004 1,510,610 38,944

The current year tax charge for the Company differs from the amount determined by applying the applicable
statutory income tax rates to the pretax profits of the respective subsidiaries, mainly due to preferential income tax
treatment enjoyed by certain subsidiaries as described below and due to certain income earned not assessable for
income tax purposes and certain expenses not currently deductible for tax purposes.

FSL was incorporated under the laws of Bermuda and, an application has been made to the relevant authorities in
Bermuda that the income and capital gains of FSL will not be subject to tax. FSL has received an undertaking from
the Ministry of Finance of Bermuda pursuant to the provisions of the exempted Undertakings Tax Protection Act
1986 (as amended) that in the event that Bermuda enacts any legislation imposing tax on profits or income, including
any withholding tax on dividends or capital gains on any capital asset, gain or appreciation, or any tax in nature of
estate duty or inheritance tax, the imposition of any such tax shall not be applicable to FSL until March 2016.

FASTECH 2 and 3 are registered with BOI as preferred and non-pioneer enterprises for the manufacture and
export of semiconductor devices. FASTECH 6 and 7 are registered with PEZA as non-pioneer ECOZONE Export
Enterprises specifically engaged in the manufacture and assembly of electronic devices at Light Industry and Science
Park ECOZONE. FASTECH 5 is registered as non-pioneer ECOZONE Facilities Enterprise engaged in the construction
of factory buildings for lease to PEZA-registered ECOZONE Enterprises.

As BOI and PEZA registered companies, the subsidiaries are entitled to certain tax and non-tax incentives and
privileges including income tax holiday (ITH) for three years for FASTECH 3 up to 2004 and for four years for
FASTECH 6 and 7 up to 2004 and 2002, respectively. PEZA registered subsidiaries are liable to pay a final tax of 5%
based on gross revenues less allowable deductions in lieu of all taxes after the ITH.

The ITH incentive of a subsidiary on sale of tape drive assemblies and printed circuit boards (PCB) expired in
October 2000. After such date, the gross income less allowable deductions relating to tape drive assemblies and
PCB is subject to 5% final tax.

Had the Company not been entitled to ITH incentive, the reported net income for the year ended December 31,
2001 and 2000 would have been lower by $1,329 ($0.00001 per common share) and $265,266 ($0.0017 per
common share), respectively.

37 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

16. Pension Plan

Certain subsidiaries have defined pension plans covering substantially all regular employees. Pension plan costs are
charged to operations and are based on amounts computed by an independent actuary.

The components of net periodic pension cost for the defined benefit pension plans are as follows:

Years Ended December 31


2001 2000
$ $

Service cost for current period 64,371 74,225


Interest cost on projected benefit obligation 36,846 42,486
Actual return on plan assets (14,506) (16,726)
Net amortization and deferrals 8,719 10,054

Total pension expense 95,430 110,039

The following table sets forth the funded status and the amounts recognized in the consolidated balance sheets for
the defined benefit pension plans:

As of December 31
2001 2000
$ $

Change in benefit obligation


Benefit obligation, beginning of year 375,360 337,499
Service cost 64,371 74,225
Interest cost 36,846 42,486
Actual benefit payments (9,623) -
Effect of curtailment (32,021) -
Actuarial gains 9,635 -
Translation adjustment (13,296) (78,850)

Benefit obligation, end of year 431,272 375,360

Change in plan assets


Fair value of plan assets, beginning of year 131,213 162,757
Actual return on plan assets 14,506 -
Employer contribution 53,638 -
Actual benefit payments (9,623) -
Translation adjustment (5,105) (31,544)

Fair value of plan assets, end of year 184,629 131,213

FASTECH SYNERGY LTD ANNUAL REPORT 2001 38


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

As of December 31
2001 2000
$ $
Amount recognized in the consolidated balance sheets - Accumulated
benefit obligation over plan assets 247,705 245,246

Unrecognized net obligation 170,418 184,374


Unrecognized net loss (8,085) (8,352)

In 2001, the Company incurred a loss from pension plan curtailment of $15,339 resulting from the retrenchment of
employees.

The discount rate and expected return on plan assets are assumed to be 10%. The rate of annual salary increase is
assumed to be 9%.

17. Related Party Transactions

The significant transactions with related parties, on terms agreed between the parties, were as follows:

Years Ended December 31


2001 2000
$ $
Rental fee paid to an affiliate 263,386 181,323
Management fees to an affiliate for management services 102,740 276,223
Project management fee paid to an affiliate 70,185 42,912
Freight and custom brokerage charges paid to an affiliate 58,322 131,154
Property management fee paid to an affiliate 39,364 27,131
Insurance premium paid to an affiliate 13,588 12,932
Interest expense arising from loans and advances from the shareholder
and affiliates - 34,004

18. Commitments

a. The Company is a lessee to certain office spaces until 2002 and land until 2003. The following is a schedule of
future annual minimum rental payments required under the foregoing subleases as of December 31, 2001:

Years ending December 31 Amount


2002 $308,700
2003 339,600

Rent expense amounted to $380,309 and $373,380 for the years ended December 31, 2001 and 2000,
respectively.

b. Future capital expenditures


As of December 31
2001 2000
$'000 $'000

Capital expenditures not provided for in the consolidated financial


statements - commitments in respect of contracts placed 1,261 1,751

39 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

19. Fair Value of Financial Instruments

The estimated fair value of financial instruments has been determined by the Company using available market
information and standard discounting methodologies; however, considerable judgment is required in interpreting
market data to develop the estimates for fair value. Accordingly, these estimates are not necessarily indicative of the
amounts that the Company could realize in a current market exchange. Certain of these financial instruments are
with major financial institutions and expose the Company to market and credit risks and may at times be concentrated
with certain counterparties or groups of counterparties. The credit worthiness of counterparties is continually
reviewed, and full performance is anticipated.

The methods and assumptions used to estimate the fair value of significant classes of financial instruments are as
follows:

Cash. The carrying amount approximates fair value because of the short maturity of those instruments.

Short-term borrowings (loans payable and trust receipts payable). Short-term borrowings bear interest at variable rates
that reflect currently available terms and conditions for similar borrowings. The carrying amount of this debt is a
reasonable estimate of fair value.

Long-term debt. Long-term debt bears interest at variable rates that reflect currently available terms and conditions
for similar debt except for Loan III. The carrying amount of this debt is a reasonable estimate of fair value.

The estimated fair value of Loan III based on the discounted value of cash flows using the applicable rate for similar
type of loan as follows:

As of December 31
2001 2000
$’000 $’000
Carrying amount 1,916 648
Fair value 1,508 480

20. Segment Information

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," requires that a public business
enterprise report financial and descriptive information about its reportable segments. Operating segments are
components of an enterprise about which separate financial information is available and evaluated regularly by the
chief decision-maker in deciding how to allocate resources and in assessing performance. Generally, financial information
is required to be reported on the basis that it is used internally for evaluating segment performance and deciding
how to allocate resources to segments. Each of the operating subsidiaries is an operating segment in accordance with
SFAS No. 131. Operating segments that have similar economic characteristics and are similar in terms of nature of
their products, the nature of the production process, the type or class of customer, and methods of distribution have
been aggregated into two reportable segments: Production I and Production II.

The Production I segment produces mainly discrete semiconductor industry devices which include power transistors,
voltage regulators and diodes while the Production II segment produces mainly customized integrated circuits, radio
frequency devices and printed circuits board assemblies.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 40


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

The Production I segment is involved with high-volume and highly automated processes while the Production II
segment is involved with low-volume, high-mix products and labor intensive processes.

Operating segments that do not meet the quantitative thresholds of SFAS No. 131 have been combined and
disclosed in an "All other" column category, which consists primarily of long-lived assets used by the operating
subsidiaries. It is not practical to allocate the long-lived assets to individual reportable segments.

The accounting policies of the segments are the same as those described in the summary of significant accounting
polices. The Company evaluates performance based on net income or loss of the operating segments. The Company
accounts for intersegment revenues and transfer as if the revenues were to third parties, which is at current market
rates.

The Company's reportable segments are strategic business units that offer different products. They are managed
separately because each business requires different production process and marketing strategies.

The following are the business segment data:

2001 Production I Production II All Other Total


$ $ $ $
Revenues from external customers 19,112,625 4,398,623 - 23,511,248
Interest and bank charges - net 1,157,999 23,636 (61,466) 1,120,169
Depreciation and amortization 4,455,022 283,389 602,735 5,341,146
Segment income 622,525 (206,635) (269,758) 146,132
Segment assets 34,585,982 6,572,539 27,505,565 68,664,086
Expenditure for segment assets 5,243,483 2,143,472 2,340,002 9,726,957
Segment liabilities 21,459,163 4,079,794 12,027,571 37,566,528

2000
Revenues from external customers 24,232,000 7,056,681 4,480 31,293,161
Interest and bank charges - net 1,157,186 25,808 (48,458) 1,134,536
Depreciation and amortization 3,270,150 572,901 801,624 4,644,675
Segment income 5,479,992 1,411,181 357,634 7,248,807
Segment assets 35,537,893 6,235,331 27,304,582 69,077,806
Expenditure for segment assets 13,214,892 850,864 1,468,965 15,534,721
Segment liabilities 23,133,255 3,008,485 11,983,107 38,124,847

The reconciliation of reportable segment revenues, net income, assets and liabilities, to the Company's consolidated
totals, are as follows:
Years Ended December 31
2001 2000
$ $
Revenues
Total revenues 23,511,248 31,288,681
Other revenues - 4,480

Consolidated Revenues 23,511,248 31,293,161

41 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

Years Ended December 31


2001 2000
$ $
Net Income
Total income for reportable segments 415,890 6,891,173
Other income (loss) (269,758) 357,634

Consolidated Net Income 146,132 7,248,807

Assets
Total assets for reportable segments 41,158,521 41,773,224
Other assets 27,505,565 27,304,582
Elimination of intercompany balances (18,949,984) (18,093,102)

Consolidated Assets 49,714,102 50,984,704

Liabilities
Total liabilities for reportable segments 25,538,957 26,141,740
Other liabilities 12,027,571 11,983,107
Elimination of intercompany balances (18,949,984) (18,093,102)

Consolidated Liabilities 18,616,544 20,031,745

Revenues summarized by geographic region (by customer domicile) are as follows:

Years Ended December 31


2001 2000

Europe 56% 58%


United States of America 39% 38%
Asia 5% 4%

100% 100%

It is not practical to present the long-lived assets for each geographic segment as there are assets that are jointly used
by two or more geographical segments.

Revenues from major customers, as a percentage of total revenue, are as follows:

Years Ended December 31


2001 2000

Customer A 38% 34%


Customer B 16% 9%
Customer C 12% 16%
Customer D 4% 8%
Customer E 4% 5%
Others 26% 28%

100% 100%

FASTECH SYNERGY LTD ANNUAL REPORT 2001 42


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

As a result of such concentration of the customer base, loss or cancellation of business from, or significant changes
in scheduled deliveries, or decreases in the prices of products sold to, any of these customers could materially and
adversely affect the Company's results of operations and financial position.

21. SFAS No. 133

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, was issued to establish
accounting and reporting standards requiring that every derivative instrument (including certain instruments embedded
in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. SFAS
No.133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedges
allow a derivative's gain or loss to offset related results on the hedged item in the income statement, and requires
that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge
accounting treatment.

SFAS No. 133 became effective for fiscal years beginning after June 15, 2000 (January 1, 2001 for calendar year end
companies). A company may also implement SFAS No.133 as of the beginning of any fiscal quarter after issuance
(that is, fiscal quarters beginning June 16, 1998 and thereafter). However, this cannot be applied retroactively. SFAS
No. 133 must be applied to (a) derivative instruments and (b) certain derivative instruments embedded in hybrid
contracts that were issued, acquired, or substantively modified after December 31, 1997 (and, at the Company's
election, before January 1, 1998).

In 2001, the Company did not engage in any freestanding and embedded derivative transactions nor were there any
outstanding derivative contracts.

22. Denomination of Monetary Assets and Liabilities

The Company's monetary assets and liabilities are as follows:

In Philippine Pesos
(Translated into
In US US Dollars
2001 Dollars at Php51.690 to $1) Total
$ $ $
Assets 6,215,284 1,542,219 7,757,503
Liabilities 12,115,900 7,780,305 19,896,205

Net Liabilities (5,900,616) (6,238,086) (12,138,702)

In Philippine Pesos
(Translated into
In US US Dollars
2000 Dollars at Php49.986 to $1) Total
$ $ $
Assets 7,719,838 2,188,523 9,908,361
Liabilities 12,098,747 7,692,882 19,791,629

Net Liabilities (4,378,909) (5,504,359) (9,883,268)

43 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

23. Computation of Earnings Per Share (EPS)

Years Ended December 31


2001 2000
$ $
a. Net income 146,132 7,248,807

b. Common shares at beginning and end of year (see Note 11) 154,550,000 154,550,000

Basic and Diluted EPS 0.001 0.047

Since no dilutive potential common shares were issued or granted in 2001 and 2000, the basic and diluted EPS were
the same.

24. New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 142, Goodwill and Other Intangible
Assets, which addresses financial accounting and reporting for acquired goodwill and other intangible assets and,
generally, adopts a non-amortization and periodic impairment-analysis approach to goodwill and indefinitely-lived
tangibles. SFAS No. 142 is effective for the Company's 2002 fiscal year or for business combinations initiated after
July 1, 2001.

In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations, which provides
accounting requirements for retirement obligations associated with tangible long-lived assets. The standard is
effective for the Company's 2003 fiscal year. Retirement obligations associated with long-lived assets included within
the scope of SFAS No. 143 are those for which there is a legal obligation to settle under existing or enacted law,
statute, written or oral contract or by legal construction under the doctrine of promissory estoppel.

In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets,
which supersedes, SFAS No. 121, Accounting for Impairment of Long-lived Assets and for Long-lived Assets to be
Disposed of, and APB No. 30. SFAS No. 144 amends the accounting and reporting standards for the disposal of
segments of a business and addresses various issues related to the accounting for impairments or disposals of long-
lived assets. The provisions of SFAS No. 144 are effective for 2002 fiscal year.

The Company is currently assessing the impact of these pronouncements on its financial statements.

25. Effect of Change in Accounting Policies

As explained in Note 2, with effect from January 1, 2001, the consolidated financial statements are prepared in
accordance with U.S. GAAP. Accordingly, certain accounting policies were changed to comply with U.S. GAAP.

In 2001, the reporting currency of the Company was also changed from Philippine peso to US dollar.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 44


Notes to Consolidated Financial Statements (cont’d)
(Unless Otherwise Indicated, Reference to $ Refers to US Dollars)

The comparative amounts (in thousands, except for per share data) as of and for the year ended December 31, 2000
after the foregoing restatements are as follows:

Restated for
change in
reporting
As previously currency and
stated U.S. GAAP
Php $

Balance Sheet

Cash 79,911 1,599


Accounts receivable - net 352,128 7,505
Inventories - net 94,216 1,893
Prepaid expenses and other current assets - net 84,767 1,188
Property, plant and equipment - net 1,482,898 35,918
Goodwill 6,286 239
Other assets 138,131 2,643
Loans payable 375,607 7,514
Accounts payable and accrued expenses 422,059 8,114
Trust receipts payable 50,600 1,012
Income tax payable 7,074 142
Liability under capital lease 9,373 188
Long-term debt 153,045 3,062
Minority interest 4,789 115
Capital stock 618,025 15,455
Additional paid-in capital 138,211 3,920
Retained earnings 459,554 11,463

Statement of Income

Revenues 1,389,444 31,293


Cost of goods sold 833,027 19,479
Operating expenses 223,709 4,819
Other income (expenses) (4,334) 486
Provision for income tax 6,682 237
Minority interest 259 5
Net income 321,951 7,249

Basic Earnings Per Common Share 2.08 0.047

45 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Statistics of Shareholdings As At 18 April 2002

Distribution of Shareholdings

Authorised Share Capital : US$ 100,000,000


Issued and Fully Paid : US$ 15,455,000
Total No. of Shares : 154,550,000 Ordinary Shares of US$0.10 each
(issuance of shares were recorded using exchange rates
approximating those ruling at transaction dates).
Class of Shares : Ordinary Shares of US$0.10 each
Voting Rights : 1 vote per share

Size of Shareholdings No. of Shareholders % No. of Shares %


1 - 1,000 1,279 25.85 1,278,500 0.83
1,001 - 10,000 2,724 55.04 14,617,761 9.46
10,001 - 1,000,000 935 18.89 36,969,503 23.92
1,001,001 - and above 11 0.22 101,684,236 65.79

Total: 4,949 100.00 154,550,000 100.00

Twenty Largest Shareholders

Name No. of Shares %


1 Fastech Pacific Holdings Limited 47,675,529 30.85
2 Citibank Nominees Singapore Pte Ltd 22,657,789 14.66
3 OCBC Securities Private Ltd 19,215,971 12.43
4 PSA International Pte Ltd 2,126,799 1.38
5 Citibank Consumer Nominees Pte Ltd 1,828,000 1.18
6 DBS Vickers Securities (S) Pte Ltd 1,816,000 1.18
7 UOB Kay Hian Pte Ltd 1,533,000 0.99
8 HSBC (Singapore) Nominees Pte Ltd 1,515,588 0.98
9 Raffles Nominees Pte Ltd 1,213,123 0.78
10 Phillip Securities Pte Ltd 1,081,437 0.70
11 Kim Eng Ong Asia Securities Pte Ltd 1,021,000 0.66
12 Singapore Nominees Pte Ltd 868,000 0.56
13 Hong Leong Finance Nominees Pte Ltd 846,000 0.55
14 G K Goh Stockbrokers Pte Ltd 739,842 0.48
15 Lim Thian Lok 677,000 0.44
16 Mayban Nominees (Singapore) Pte Ltd 598,000 0.39
17 J M Sassoon & Co (Pte) Ltd 500,000 0.32
18 ING Nominees (Singapore) Pte Ltd 500,000 0.32
19 Belen Saturnino Jr Gomez or Belen Lorna L. 350,000 0.23
20 Oun Kuo-Yang 350,000 0.23

Total: 107,147,078 69.34

FASTECH SYNERGY LTD ANNUAL REPORT 2001 46


Statistics of Shareholdings As At 18 April 2002

Substantial Shareholders as at 18 April 2002

Name No. of Shares %


1 Fastech Pacific Holdings Limited 47,675,529 30.85
2 Citibank Nominees Singapore Pte Ltd 22,657,789 14.66
3 OCBC Securities Private Ltd 19,215,971 12.43

47 FASTECH SYNERGY LTD ANNUAL REPORT 2001


Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Fastech Synergy Ltd (the “Company”) will be
held on 31 May 2002 at 3pm at Jubilee Lounge, Raffles Hotel Singapore, 1 Beach Road Singapore 189673 for the purpose
of transacting the following ordinary and special business:

ORDINARY BUSINESS:

1. To receive and consider the Directors’ Report and Accounts for the financial year ended 31 December 2001 and
the Auditors’ Report thereon.

2. To approve the Directors’ Fees of US$ 200,000.00 for the year 2001.

3. To reduce the maximum number of Directors from twenty (20) to seven (7).

4. To re-elect Jovenal R. Santiago, a director, who is being rotated under bye-law 105 of the Bye-Laws of the Company;

5. To re-elect Lum Choong Wah, a director, who is being rotated under bye-law 105 of the Bye-Laws of the Company;

6. To appoint SyCip Gorres Velayo & Co Philippines as Auditors of the Company and to authorize the Directors to
fix their remuneration.

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

SPECIAL BUSINESS:

8. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

Authorization to Issue Shares

That subject to the approval of the relevant Stock Exchange and/or other governmental or regulatory bodies
where such approval is necessary, the Board of Directors of the Company be and is hereby authorized to issue
shares from time to time provided the aggregate number of shares issued pursuant to such authority shall not
exceed fifty percent (50%) of the issued share capital of the Company at any time, of which the aggregate number
of shares issued other than on a pro rata basis to existing shareholders does not exceed twenty percent (20%) of
the issued share capital of the Company for the time being, and unless revoked or varied by the Company in
general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of
the Company is required by any applicable law or the bye-laws of the Company to be held, whichever is earlier.

FASTECH SYNERGY LTD ANNUAL REPORT 2001 48


Notice of Annual General Meeting

By Order of the Board

ATTY. CESAR P. MANALAYSAY


Company Secretary
Manila, Philippines

13 May 2002

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote on
his behalf. A proxy need not be a member. The instrument appointing a proxy, must be deposited at the Share
Transfer Agent’s office of the Company at Lim Associates (Pte) Ltd, Ocean Building, 10 Collyer Quay #19-08
Singapore 049315, not less than 48 hours before the time of the above meeting.

2. The Resolution proposed in item 8, if passed, will empower the Directors from the date of the above meeting
until the next Annual General Meeting to issue shares in the Company up to and not exceeding in total 50% of
the issued share capital of the Company for the time being for such purposes as they consider would be in the
interests of the Company, provided that the aggregate number of shares issued other than on a pro rata basis to
existing shareholders does not exceed a total of 20% of the existing issued share capital of the Company. This
authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the
Company.

49 FASTECH SYNERGY LTD ANNUAL REPORT 2001


FASTECH
FASTECH SYNERGY LTD
Cedar House, 41 Cedar Avenue, Hamilton, HM 12 Bermuda
Philippine Office: Fastech Manufacturing Complex, Ampere St. corner West Road,
Light Industry and Science Park, Cabuyao, Laguna, Philippines
Tel: (63 2) 844-4256, (63 49) 543-0351 or 55
Fax: (63 49) 543-0352
email: investor.relations@fastech.com.ph

Website: www.fastechsynergy.com

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