Growing from Strength to Strength

Growing from Strength to Strength AEM-Evertech Annual Report 2003 Corporate Governance Financial Highlights Corporate Structure Business Review ...
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Growing from Strength to Strength

AEM-Evertech Annual Report 2003

Corporate Governance

Financial Highlights

Corporate Structure

Business Review

Message from Executive Chairman & Chief Executive Officer

Corporate Information

Management Team

Board of Directors

Corporate Profile

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13

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10

08

07

06

04

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ADDING TO THE VIBRANCY OF THE SEMICONDUCTOR INDUSTRY.

“ To

grow, AEM-Evertech focuses on

developing new capabilities through an innovative R&D effort. To meet market needs, expansion plans are underway, placing us at the forefront of growing demand.



02

Corporate Profile

AEM-Evertech Annual Report 2003

Equipment

Precision Engineering

We design, develop and manufacture equipment for the assembly, testing and finishing processes of semiconductor manufacturing. We supply equipment for each individual process, as well as integrate the various processes into a single machine using our in-house design capabilities. Our equipment offering includes laser marking machines, deflashing, plating, solder dipping, vision inspection, lead conditioning and packaging systems.

We design, develop and manufacture precision engineering products for equipment used in the semiconductor assembly, testing and finishing processes. Our products include test sockets, device change kits, stiffeners and preventive maintenance kits. We also supply organic substrates, raw materials that are used in manufacturing semiconductor chips, to Integrated Device Manufacturers and Semiconductor Assembly Packaging Subcontractors. We have the ability to provide one-stop solution from design to volume production in our facility.

“ Listed on the Main Board of the Singapore Exchange in December 2000, AEM-Evertech Holdings Ltd (AEMEvertech) was formed by a merger of two leading Singapore semiconductor companies, AEM-TECH International Pte Ltd and Ever Technologies Pte Ltd.



Corporate Profile

03

AEM-Evertech Annual Report 2003

Chemicals and Services

Distribution

We develop processes and associated chemical formulations for surface finishing including deflashing, solder dipping and plating of the leads of semiconductors and connectors. We also provide surface finishing services for high-end specialized requirements in deflashing and plating of connectors as well as re-packing and re-balling services to the IC Manufacturing and SMT Industries.

We distribute a wide range of materials and products to the semiconductor industry. We are distributors for Dupont Japan (vespel polyimide and engineering polymers), APP Quadrant (engineering plastics) and Vacuum Science & Technology (vacuum baking ovens used for die-attach process).

Core Business

“We have four core complementary business activities that focus on supporting the assembly, testing and finishing processes of semiconductor manufacturing.



04

Board of Directors

AEM-Evertech Annual Report 2003

Tok Kian You

Ang Seng Thor

Leong Siew Loon

Executive Chairman

Chief Executive Officer & President

Independent Director

Tok Kian You is one of the founders of the AEM-TECH Group and has more than 10 years experience in equipment and process development for surface finishing and chemical formulation in the semiconductor industry. He is instrumental in leading the Group in its strategic growth and product and technology development. Mr Tok graduated in 1982 from Ngee Ann Po l y t e ch n i c w i t h a D i p l o m a i n Mechanical Engineering.

Ang Seng Thor is one of the founders of the Ever Tech Group and has more than 1 0 ye a r s o f e x p e r i e n c e i n t h e semiconductor equipment industry. He has been instrumental in leading the Group in its growth and expansion in the region. Mr Ang graduated in 1984 from the Singapore Polytechnic with a Diploma in Mechanical Engineering.

Leong Siew Loon has been our Non-Executive Director since 28 September 2000. He has several years of experience in investment banking, stockbroking and direct-investment business from his previous employment with Transpac Capital Pte Ltd, Grindlays Bank plc, Banque Nationale de Paris Groupe and OCBC Bank.

GROWING OUR MARKET.

“We have successfully grown North-Asia, one of our key

Board of Directors

05

AEM-Evertech Annual Report 2003

Ng Quek Peng

Yeo Wee Kiong

Patrick Cheong Chong Thye

Independent Director

Independent Director

Non-Independent Director

Ng Quek Peng has been an Independent Director of the Company since 30 November 2000. He is a chartered accountant and has been in the banking industry for over 20 years.

Yeo Wee Kiong is our Independent Director and joined our Board of Directors on 1 December 2000. He holds an Honours degree in Mechanical Engineering from the University of Singapore, a Masters in Business Administration from the National University of Singapore and a LLB Honours degree from the University of London. He is the Managing Director of Yeo Wee Kiong Law Corporation. Mr Yeo sits on the board of several listed companies in Singapore.

Patrick Cheong Chong Thye has been our Non-Executive Director since 26 May 2001. He is an Investment Manager at Transpac Capital Pte Ltd, a direct investment and venture capital fund management company. He has several years of experience in semiconductor engineering, production, planning and logistics from his previous employment with Siemens Components Pte Ltd and Chartered Semiconductor Manufacturing Ltd.

Name of directors

Date of first appointment

Date of last re-election

Directors due for re-election

Tok Kian You

21 July 2000

-

Not subject to retirement by rotation pursuant to Article 99

Ang Seng Thor

21 July 2000

-

Not subject to retirement by rotation pursuant to Article 99

Leong Siew Loon

28 September 2000

15 May 2002

Retirement by rotation

06

Management Team

AEM-Evertech Annual Report 2003

Christopher Voon Pit Kee Pit Kee

Tan Hui Bin

Chief Operating Officer

Vice President, Precision Engineering Division & Managing Director, Penang Operations

Christopher Voon Pit Kee is the Chief Operating Officer of AEM-Evertech Group of companies. He joined our Group in 1997 and has more than 15 years of experience in the semiconductor industry. He was in AMD from 1987 to 1997 having worked in process and equipment development and maintenance engineering in IC manufacturing. He spent 4 years in Sunnyvale US, working in AMD HQ, liaising all manufacturing activities for all offshore plants. He graduated in 1987 and holds a degree in Mechanical Engineering from the National University of Singapore.

Tan Hui Bin joined our Group in 1995 and has more than 20 years of experience in process development, assembly, testing and finishing processes in the semiconductor industry. Prior to joining our Group, he was a staff engineer in Intel for 17 years. He graduated from Ngee Ann Polytechnic in 1977 and holds a Diploma in Electrical and Electronics Engineering.

Tarun Kanti Basu Vice President, Chemicals & Plating Services (Malacca Operations) Divisions

Wong Chin Ming Chief Technical Officer & Vice President (Acting), Equipment Division

Wong Chin Ming is a co-founder of the AEM-TECH Group. He joined the Group in 1996 and has more than 12 years of experience in semiconductor equipment and process development for surface finishing. He graduated in 1987 from the French Singapore Institute with a Diploma in Electronics Engineering.

Anthony Yeo Beng Kiat Chief Financial Officer

Anthony Yeo Beng Kiat is the Chief Financial Officer of the Group and is responsible for the Group's Finance and Human Resource. He joined our Group in 1998 and has more than 10 years of working experience in financial and management accounting. He graduated in 1990 and holds a degree in Accounting from the National University of Singapore.

Lee Soon Kiat Vice President, Corporate Development & Distribution Division

Lee Soon Kiat is the Vice President of Corporate Development & Distribution Division. Prior to joining our Group, he has served as an Assistant General Manager of Hexon Technology

Tarun Kanti Basu is responsible for process development and chemical formulation. He joined us in 1997 and has more than 8 years of experience in chemical related fields. He graduated in 1992 and holds a MSc in Chemistry from Dhaka University, Bangladesh.

Roslan Affandi Vice President, Substrate & Plating Services Divisions

Roslan Affandi has been in the plating industries since 1983, with extensive exposure in plating equipment, production and process. He was responsible for setting up of the plating services in the AEM-Evertech Group.

Corporate Information

07

AEM-Evertech Annual Report 2003

BOARD OF DIRECTORS Executive: Tok Kian You (Executive Chairman) Ang Seng Thor (Chief Executive Officer & President) Non-Executive: Leong Siew Loon (Independent) Ng Quek Peng (Independent) Yeo Wee Kiong (Independent) Patrick Cheong Chong Thye (Non-Independent) AUDIT COMMITTEE Ng Quek Peng (Chairman) Leong Siew Loon Yeo Wee Kiong INVESTMENT COMMITTEE Leong Siew Loon (Chairman) Ang Seng Thor Patrick Cheong Chong Thye

SHARE REGISTRARS Lim Associates (Pte) Ltd 10 Collyer Quay #19-08 Ocean Building Singapore 049315 AUDITORS KPMG 16 Raffles Place #22-00 Hong Leong Building Singapore 048581 Audit Partner-in-charge Eng Chin Chin Partner-in-charge since financial year ended 31 Dec 2000 PRINCIPAL BANKERS GE Commercial Financing (Singapore) Ltd 6 Temasek Boulevard #35-01 Suntec Tower Four Singapore 038986

Tok Kian You REMUNERATION COMMITTEE Yeo Wee Kiong (Chairman) Ng Quek Peng Tok Kian You NOMINATING COMMITTEE Ng Quek Peng (Chairman)

Malayan Banking Berhad 50 Raffles Place #01-00 Singapore 048623 Natexis Banques Populaires 50 Raffles Place #41-01 Singapore Land Tower Singapore 048623

Leong Siew Loon Yeo Wee Kiong COMPANY SECRETARIES Yvonne Choo, FCIS Busarakham Kohsikaporn, FCIS REGISTERED OFFICE 52 Serangoon North Avenue 4

RHB Bank Berhad 90 Cecil Street #03-00 Singapore 069531 The Development Bank of Singapore Ltd 6 Shenton Way DBS Building Tower One Singapore 068809

08

Message from Executive Chairman & Chief Executive Officer

AEM-Evertech Annual Report 2003

Dear Fellow Shareholders, On behalf of the Board, we are pleased to present to you the Group's annual report for the financial year ended 31 December 2003.

FY 2003: The Year In Review The year started on a cautious note, with prospects overshadowed by the war in Iraq and the outbreak of SARS in Asia. By the second half of 2003, market sentiments had improved and the recovery of the semiconductor industry was evident. Notwithstanding the sector upswing, market conditions remained competitive in FY 2003. For the year, group revenue rose 69% to $95.5 million. The improvement, which reflected the general recovery of the semiconductor industry, was broad based. All four core activities of the Group: equipment, precision engineering, chemicals & services and distribution recorded higher revenue. A discussion of the performance of each activity will be covered in the subsequent section of "Business Review". The growth in revenue contributed to higher operating efficiency, and this lifted operating profit margin from 1.4% in FY 2002 to 2.2% in FY 2003. However, profit margin was moderated by several factors in FY 2003. Typical in a recovery, demand for equipment would rise substantially but in the competitive environment in 2003, lower margin was achieved for equipment sales. Due to higher demand for equipment, revenue from equipment sales rose from 36% of group revenue in FY 2002 to 51% in FY 2003.

Group turnover increased by 69% from $56.5m to $95.5m in FY 2003.

In a continuous effort to diversify group revenue from equipment sales and to develop lower cost centres of operations, the Group invested in MicroCircuit Technology (2002) Pte Ltd ("MCT") in FY 2002 as well as established a wholly owned subsidiary, AEM-Evertech (Suzhou) Co., Ltd in China. These investments recorded a combined loss of $4.1m in FY 2003, and moderated the profit margin of the Group. In FY 2002, the startup losses from these investments totalled $2 million. In spite of these losses, group net profit improved to $146,000 in FY 2003. Diversification Strategy The strategy to broaden the Group's revenue base as well as to develop a lower cost centre of operations in China moderated profit growth in FY 2003. But as this strategy remains relevant, the Group will continue to invest in these areas and expects to benefit from these investments in FY 2004. To cushion the Group from the volatility of equipment sales, we will continue to develop the services component of group revenue to improve recurrent income. Higher revenue from the sale of substrates contributed to a significant reduction in losses at MCT in the second half of FY 2003. With demand remaining strong, additional investments in MCT to boost production capacity in FY 2004 will enhance contribution from the precision engineering division.

Group net profit improved to $146,000 in FY 2003.

A group priority in FY 2004 would be the management of operating costs and improvement in production efficiency. This will enable the Group to remain competitive and enhance its profit margin. In this respect, the Group will intensify the use of its lower cost operating centres in Malaysia and Suzhou to support business activities in FY 2004.

Message from Executive Chairman & Chief Executive Officer

09

AEM-Evertech Annual Report 2003

Sales of Test Handlers and Substrates.

Tok Kian You Executive Chairman

GROWING THROUGH AN INNOVATIVE R&D EFFORT.

“ To grow, we have to be forward-looking. We have to

invest in new areas and develop new capabilities in line

Ang Seng Thor

with what our customers and the market needs.

Chief Executive Officer & President

sales would rise a robust 19.4% to US$194.6 billion in 2004. In a December 2003 survey, the Semiconductor Equipment and Materials International ("SEMI") indicated that semiconductor equipment sales are set to jump 38% to reach US$29.6 billion in 2004.

The Group will continue to benefit from the growing demand for semiconductor equipment from global chip giants as they boost production capacities. Based on preliminary indications from a regular customer, the Group expects to ship a total US$18.3 million of Chip and Chipset Test Handlers to this customer in FY 2004.

MCT is currently running at full capacity after having recently secured numerous orders from international semiconductor



The growth of the semiconductor industry in North Asia, especially China, has generated additional demand for chemicals & services. More resources will be deployed by the Group to expand these services in North Asia in the current year. Barring unforeseen circumstances, the Group expects revenue and net profit for FY 2004 to be better than those achieved in FY 2003.

Appreciation In the last two years, we believe the Group has laid the foundation for growth in FY 2004. On behalf of the Board, we wish to thank our management and staff for their hard work and contributions to this objective. In addition, we would also like to record our appreciation to all our customers, bankers, business associates and shareholders for their support and encouragement. We look forward to your continuing cooperation in the current financial year.

10

Business Review

AEM-Evertech Annual Report 2003

Group revenue grew 69.1% to $95.5 million in FY 2003. The improvement was broad based, with all four core business activities registering higher revenue.

Revenue ($ million)

100.0

Equipment Precision Engineering

50.0 Chemicals & Services Distribution

0.0

The Group's performance was attributable to its strengths and technical capabilities in the design and manufacturing of innovative and cost-effective solutions to support the assembly, testing and finishing processes of semiconductor manufacturing through its four core and complementary businesses.

Core Business Activities

S$'000

FY 2003 %

S$'000

%

Change %

Equipment

48,614

51

20,200

36

+140.1

Precision Engineering

25,111

26

18,792

33

+33.6

Chemicals & Services

13,520

14

11,592

21

+16.6

8,211

9

5,870

10

+39.9

95,456

100

56,454

100

+69.1

Distribution Total

FY 2002

Business Review

11

AEM-Evertech Annual Report 2003

Equipment

Chemicals & Services

Revenue from the Equipment division jumped 140.1% from $20.2 million in FY 2002 to $48.6 million in FY 2003, driven by higher demand from global semiconductor companies. Equipment manufacturing remained the largest contributor to group revenue, accounting for 51% in FY 2003, up from 36% in FY 2002.

Revenue from Chemicals & Services division grew 16.6% from $11.6 million in FY 2002 to $13.5 million in FY 2003. Plating services accounted for the bulk of the revenue increase, growing 76% from $2.5 million in FY 2002 to $4.4 million in FY 2003 due to orders from existing as well as new customers. Demand for the Group's plating services in the region remains strong. Due to price erosion, revenue from the sale of chemicals grew a marginal 4.8% to $8.8 million.

In FY 2003, $17.0 million (US$9.7 million) of Chip Test Handlers was shipped to a major customer under a US$11.0 million order. Sales to other customers also increased by $11.4 million. North Asia spearheaded growth with $8.4 million increase, of which $5.5 million came from China and $2.1 million from Taiwan. Equipment sales to North Asia amounted to $15.7 million in FY 2003. Revenues from South East Asia (excluding Singapore) and Singapore each increased by $2.5 million, which more than offset the $1.5 million decline in Non-Asia segment.

The Chemicals & Services division outlook remains buoyant in FY 2004. The Group will continue to expand this business as part of its effort to diversify its complementary business activities so as to facilitate cross-selling of services to existing customers, as well as to reduce its reliance on Equipment manufacturing. Its fast growing operations in China will benefit from close proximity to major global customers.

Precision Engineering

Distribution

Precision Engineering & Substrates revenue increased 33.6% from $18.8 million in FY 2002 to $25.1 million in FY 2003. MicroCircuit Technology (2002) Pte Ltd ("MCT"), a wholly-owned subsidiary acquired in June 2002 that produces organic substrates, recorded its first full-year turnover contribution of $6.9 million, compared with $3.8 million for the second half of FY 2002. Following qualification by ST Microelectronics ("STM"), a global semiconductor giant, STM began purchasing substrates from MCT from October 2003.

Distribution revenue increased 39.9% from $5.9 million in FY 2002 to $8.2 million in FY 2003. North Asia recorded the biggest increase of $1.6 million due to higher sales of products to customers in Hong Kong. Revenue from Singapore also grew $0.4 million.

In addition, sale of precision engineering components and subcontract manufacturing services also increased from $15.0 million in FY 2002 to $18.2 million in FY 2003, driven by higher demand across all geographical segments. In China, the Group's precision engineering is serving local and foreign semiconductor companies, as well as companies in the electronic industry.

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Corporate Structure

AEM-Evertech Annual Report 2003

13

Financial Highlights

AEM-Evertech Annual Report 2003

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14

Corporate Governance

AEM-Evertech Annual Report 2003

The Board of Directors (the "Board") is committed to ensuring high standards of corporate governance to protect the interests of shareholders and has adopted the Code of Corporate Governance (the "Code") issued by the Corporate Governance Committee and the Best Practices Guide as issued by the Singapore Exchange Securities Trading Limited ("SGX-ST"). Where there are deviations from the Code, appropriate explanations are provided.

Investment Committee The Investment Committee ("IC") was formed on 21 March 2001 and comprises two executive directors and two non-executive directors. One of the non-executive directors is the Chairman of the IC. The scope and responsibilities of the Investment Committee are to: • Implement and review the Group's investment policy and strategy;

Principle 1: The Board's Conduct of its Affairs The main duties of the Board are to: a. Approve broad policies, strategic plans, and financial objectives of the Group and monitor the performance of Management; b. Approve annual budgets, funding, investment and divestment proposals;

• Evaluate investment decisions of a non-operating and nonrevenue nature for the Group; • Review deployment of financial resources to ensure efficient allocation to the various business units;

c. Ensure an adequate system of internal controls and compliance with financial reporting requirements;

• Review incorporation of new subsidiaries, corporate finance activities including joint-ventures, mergers and acquisitions; and

d. Approve the nomination of directors and appointment of key personnel; and

• Undertake any other responsibilities relating to investment policies and procedures as determined by the Board.

e. Assume responsibility for corporate governance. To facilitate effective management, certain functions have been delegated by the Board to various Board Committees. The Board Committees operate under clearly defined terms of reference. The Chairmen of the respective Committees will report to the Board the outcome of the Committee meetings.

Matters which are specifically reserved to the full Board for decision are those involving a conflict of interest for a substantial shareholder or a director, material acquisitions and disposal of assets, corporate or financial restructuring and share issuances, dividends and other returns to shareholders and matters which require Board approval.

Attendance Record Of The Board & Board Committees (1 January 2003 - 31 December 2003) The attendance of the directors at meetings of the Board and Board Committees during the year is disclosed as follows: Name of Director

Board

Audit Committee

Investment Committee

Remuneration Committee

No. of meetings

Attendance

No. of meetings

Attendance

No. of meetings

Attendance

No. of Attendance meetings

Tok Kian You

4

4

NA

NA

4

4

3

Ang Seng Thor

4

3

NA

NA

4

4

Leong Siew Loon

4

4

4

4

4

4

Nominating Committee No. of meetings

Attendance

3

NA

NA

NA

NA

NA

NA

NA

NA

2

2

Corporate Governance (continued)

15

AEM-Evertech Annual Report 2003

The Board conducts regular scheduled meetings during the year. Ad-hoc meetings are convened when circumstances require. The Company has an orientation program for Directors to enable them to understand the business activities of the Group and the key issues facing the industry. The Directors are provided with regular updates on changes in the relevant laws and regulations to enable them to make well-informed decisions. Where possible and when opportunity arises, the Directors will be invited to locations within the Group's operating businesses to enable them to obtain a better perspective of the business and enhance their understanding of the Group's operations.

Principle 2: Board Composition and Balance The Board of Directors comprises six directors, four of whom are non-executive. All the non-executive directors, with the exception of Mr Patrick Cheong Chong Thye, are independent. Mr Cheong is non-independent by virtue of him representing the interests of the Company's substantial shareholder, Transpac Nominees Pte Ltd. The executive directors have extensive experience in the semiconductor industry and the non-executive directors are well-established in their respective professions. The Board's structure, size and composition is reviewed annually by the Nominating Committee who is of the view that the current size of the Board is appropriate, taking into account the nature and scope of the Group's operations, to facilitate effective decision making. More than one third of the Board is independent. The strong independent element on the Board ensures that it is able to exercise objective and independent judgement on corporate affairs. The Nominating Committee is satisfied that the Board comprises directors who as a group provide core competencies such as accounting, finance, business and management experience, industry knowledge, strategic planning experience and customer-based experience and knowledge.

Principle 3: Chairman and Chief Executive Officer The Board believes in a clear division of responsibilities at the top of the Company such that no one individual represents a considerable concentration of power. The roles of Chairman and Chief Executive Officer ("CEO") are separate to ensure an

of the Board, ensuring that Board meetings are held regularly, and setting the board meeting agenda in consultation with the Chief Executive Officer and Chief Financial Officer. The Chairman reviews board papers before they are presented to the Board and ensures that board members are provided with adequate and timely information.

Principle 4: Board Membership All Directors except the Executive Chairman and Chief Executive Officer & President are required to submit themselves for re-nomination and re-election at regular intervals and at least once every three years. The profiles of the Directors are disclosed on page 7 ("Corporate Information”) of this annual report.

Nominating Committee The Nominating Committee ("NC") was formed on 20 September 2002 and comprises three independent directors. The NC has written terms of reference, some of which are highlighted below: • To make recommendations to the Board on the appointment of new directors and fill Board vacancies as and when they arise as well as putting in place plans for succession, in particular for the Chairman and CEO; • To review the Board structure, size and composition and make recommendations to the Board with regards to any adjustments that are deemed necessary; • To determine annually the independence of the directors. If the NC determines that a director, who has one or more of the relationships (as set forth in Guidance Note 2.1 of the Code) that could interfere with his exercise of independent business relationship judgement, is in fact independent, it will disclose in full the nature of the director's relationship and bear responsibility for considering him independent; • To recommend directors who are retiring by rotation to be put forward for re-election; • To decide whether or not a director is able to and has been adequately carrying out his duties as a director of the Company, particularly when he has multiple board representations; • To assess the effectiveness of the Board as a whole and for

16

Corporate Governance (continued)

AEM-Evertech Annual Report 2003

Principle 5: Board Performance The NC has adopted a formal system of assessment of evaluating Board performance as a whole. The assessment parameters include Board composition, size and expertise, Board information and timeliness, Board process, accountability, succession issue (CEO/Top Management) and standards of conduct. Board performance evaluation for the year ended 31 December 2003 will be done in year 2004.

Principle 6: Access to information Management provides the Board with adequate and timely information prior to the Board meetings as well as a review of the Group's performance on a quarterly basis. The Board has separate and independent access to the Group's senior management and company secretary, should they have any queries on the affairs of the Group. Should the directors, whether as a group or individually, require independent professional advice, the Company will bear the expenses incurred if such advice is required to enable the directors to discharge their duties professionally. The company secretary attends all board meetings and is responsible for ensuring that Board procedures are followed and that applicable rules and regulations (in particular the Companies Act and the SGX-ST Listing rules) are complied with.

Principle 7: Remuneration Matters Principle 8: Level and Mix of Remuneration Principle 9: Disclosure on Remuneration Remuneration Committee The Remuneration Committee ("RC") was formed on 11 December 2000 (reconstituted on 25 May 2001) and comprises three independent directors. The RC has written terms of reference that describes its responsibilities. Some of these responsibilities include: • Reviewing and recommending to the Board, an appropriate and competitive framework of remuneration for the Board and key executives of the Group in consultation with the Chairman of the Board and the CEO; and

• Administering the Company's employees share option scheme ("ESOS"), which was established on 22 March 2002. Details of the ESOS are set out on Pages 22 to 24 of this annual report ("Directors' Report"). Other than the ESOS, the Company does not have any long-term incentive scheme. As part of its review, the RC will cover all aspects of remuneration including but not limited to directors' fees, salaries, allowances, bonuses, options and benefits-in-kind. The Company has a formal and transparent process for fixing the directors' fees for individual directors, which are subject to shareholders' approval at the Annual General Meeting ("AGM") of the Company. No director is involved in deciding his remuneration. It is the Group's policy to set a level of remuneration that is appropriate to attract, retain and motivate the directors. The remuneration of executive directors includes a fixed as well as a variable component. The remuneration of non-executive directors are determined based on the level of contribution, taking into account factors such as effort and time spent and responsibilities of the directors. Only Executive Directors have Service Agreements. The Service Agreements, which had been reviewed by the Remuneration Committee and approved by the Board on 16 November 2002, were renewed for a further two years, expiring 7 December 2004. The Service Agreements contain non-competition and non-solicitation clauses, which are binding on the Executive Directors during their term with the Company and for a period of 1 year after the cessation of their employment with the Company. Their remuneration packages include a variable profit sharing incentive which is performance-related and share options which have been designed to align their interests with those of the shareholders. The Service Agreements of the Executive Directors shall be subject to termination: (i) by the Company, giving not less than 3 months' notice or 3 months' salary in lieu of notice to the Executive Director; or (ii) by the Executive Director, giving not less than 6 months' notice or 6 months' salary in lieu of notice to the Company.

17

Corporate Governance (continued)

AEM-Evertech Annual Report 2003

A breakdown showing the level and mix of each individual Director's remuneration for the year ended 31 December 2003 is disclosed in the table below: Name of Directors

Remuneration band ($)

Salary (%)

Bonus (%)

Fees (%)

Other Benefits (%)

Total (%) #

Options granted during the year

Tok Kian You

$500,000 -

48

18

12

22

100

700,000

Ang Seng Thor

$749,999

48

18

12

22

100

700,000

Leong Siew Loon

$0 -

0

0

100

0

100

180,000

Ng Quek Peng

$249,999

0

0

100

0

100

180,000

Yeo Wee Kiong

0

0

100

0

100

Nil

Patrick Cheong Chong Thye

0

0

100

0

100

Nil

# - excludes share options granted during the financial year but includes the gains from share options exercised during the financial year.

The RC and the Board are of the view that the remuneration of the Directors is adequate but not excessive in order to attract, retain and motivate them to run the Company successfully. The table below shows the ranges of remuneration of the top 5 key executives (who are not directors) in bands of $250,000 for the year ended 31 December 2003: Remuneration band ($)

Number of key executives of the Group in the remuneration band 2003

2002

$250,000 - $499,999

3



Below $250,000

2

5

There are no employees who are immediate family members of the directors and whose remuneration exceeded $150,000 during the year.

Principle 11: Audit Committee ("AC") Audit Committee

• Review the interim and full year financial statements of the Company before submission to the Board of Directors;

The AC comprises three independent directors. The profile of the AC is set out on Page 7 of this report. The Board is of the view that the members of the AC are appropriately qualified, having accounting or related financial management expertise or experience as the Board interprets such qualification, to discharge their responsibilities.

• Review the financial statements of the Company and the consolidated financial statements of the Group before submission to the Board of Directors and the Auditors Report thereon;

As a sub-committee of the Board of Directors, it assists the Board in discharging its responsibility to safeguard assets, maintain

• Recommend the appointment of external auditors, subject to Shareholders' approval at the forthcoming annual general

• Review the requirements for approval and disclosure of interested persons transactions ("IPT") and where necessary, review and seek approval for IPT;

18

Corporate Governance (continued)

AEM-Evertech Annual Report 2003

access to and co-operation 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 function properly. The AC meets with the external auditors without the presence of the Company's Management at least once a year. Save for fees paid for tax and special purpose audit engagements, there are no other non-audit fees payable to the Company's external auditors, KPMG. The AC has also reviewed all non-audit services provided by KPMG, and it is of the view that such services would not affect the independence of the external auditors.

Principle 12: Internal Controls Principle 13: Internal Audit Internal Audit Function The Company has outsourced its internal audit function. The scope of internal audit is to: • Review the effectiveness of the Company's material internal controls; • Provide assurance that key business and operational risks are identified and managed; • Internal controls are in place and functioning as intended; and • Operations are conducted in an effective and efficient manner. Material non-compliance and internal control weaknesses noted during the internal audit and the recommendations thereof are reported to the AC as part of the review of the Company's internal control system. The Internal Auditor reports primarily to the AC Chairman on internal audit matters and to the CEO/Management on administrative matters. The AC reviews the Internal Auditors' report on a half-yearly basis. To ensure the adequacy of the internal audit function, the AC reviews the Internal Auditors' scope of work on an annual basis. In view of the amendments to the Public Accountants Board Rules, which came into effect on 1 October 2002, external auditors are barred for providing certain non-audit services such as internal audit services. This is to enhance the independence

Principle 10: Accountability Principle 14: Communication with Shareholders Principle 15: Greater Shareholder Participation The Board is accountable to Shareholders while the Management of the Company is accountable to the Board. Management presents to the Audit Committee the interim and fullyear results. The Audit Committee reviews the results and recommends them to the Board for approval. The Board approves the results and authorises the release of the results to the SGX-ST and the public via MASNET as required by the SGX-ST Listing Manual. The Company and the Group are in regular, effective and fair communication with shareholders. Timely, as well as, detailed disclosure is made to the public in compliance with SGX-ST guidelines. The Company does not practise selective disclosure. Price sensitive information is first publicly released, either before the Company meets with any group of investors or analysts. Regular meetings and dialogues are held with investors, analysts, fund managers and the press. Shareholders are kept informed of developments and performances of the Group through announcements via MASNET and the press when necessary as well as in the annual report. Other announcements are also made on an ad-hoc basis where applicable as soon as possible to ensure timely dissemination of the information to shareholders. All shareholders of the Company receive the Annual Report of the Company and notice of AGM within the mandatory period. Participation of shareholders is encouraged at the Company's general meetings. To facilitate voting by shareholders, the Company's articles allow shareholders to vote by appointing one or more proxies. The Board of Directors (including the Chairmen of the respective Board committees), Management, as well as the external auditors attend the Company's AGM to address any questions that shareholders may have.

Dealings in Securities The Company has adopted a Code of Best Practices on Securities Transactions (the "Code") that is in line with the Best Practices

WELL-POSITIONED TO BENEFIT FROM GROWING DEMAND.

“With our ability to promptly deliver innovative and cost effective solutions, AEM-Evertech is well-positioned to benefit from the growing demand for semiconductor equipment, materials and services as global chip sales see a robust growth.



Financial Content Directors’ Report

21

Statement by Directors

26

Report of the Auditors to the Members of AEM-Evertech Holdings Ltd

27

Balance Sheets

28

Consolidated Profit and Loss Account

29

Consolidated Statement of Changes in Equity

30

Statement of Changes in Equity

31

Consolidated Statement of Cash Flows

32

Notes to the Financial Statements

34

ests register kept by the Company for the purposes of Section 164 of rectors who held office at the end of the financial year (includin res, warrants and share options in the Company are as follows:

r and corporation in which interests are held

Holdings Ltd s of $0.05 each fully paid: held nterests scribe for ordinary shares of $0.05 each at: tween 16/10/2003 and 15/10/2012 tween 28/11/2004 and 27/11/2013

ings Ltd be for ordinary shares of $0.05 each at en 16/10/2003 and 15/10/2007 in this report, no director who held office at the end of the fin ptions of the Company, or of related corporations, either at the nges in any of the above-mentioned interests in the Company

under the “Share Options” section of this report, neither at the party to any arrangement whose objects are, or one of whose o by means of the acquisition of shares in or debentures of the Co last financial year, no director has received or become entitled t a related corporation with the director, or with a firm of which ancial interest.

rice Options are exercisable at any time after the second annive versary of the relevant date of grant except that in the case of non ersary of the date of grant. ce Options and Premium Price Options are exercisable at any ti expiry of the tenth anniversary of the relevant date of grant exc ll expire on the fifth anniversary of the date of grant. financial year, details of the options granted under the Scheme follows: Number of share options Exercise price per share

Options outstanding at 1/1/2003

$0.130 $0.130

Options granted

Options exercised

4,918,000

-

(3,893,000)

180,000

-

-

$0.104

609,000

-

-

$0.104

360,000

-

-

$0.240

-

6,246,000

-

O can (25

180,000 ng Thye

-

cement of the Scheme, no options have been granted to the co articipant under the Scheme has been granted 5% or more of th by the Company do not entitle the holders of the options, by v f any other company.

Audit Committee during the year and at the date of this report g (Chairman), non-executive director oon, non-executive director g, non-executive director ee performs the functions specified in section 201B of the Com ode of Corporate Governance. e has held 3 meetings since the last directors’ report. In perform rnal and internal auditors to discuss the scope of their work the

e Board of Directors

ard of Directors

y drawn up in accordance with the provisions of the Companie Standards to give a true and fair view of the state of affairs of the results, changes in equity and cash flows of the Group and the c e; and ting and other records (excluding registers) required by the Act ed in Singapore of which we are the auditors have been proper ered the financial statements and auditors’ reports of all the subs the financial statements of the subsidiary which is not requir nancial statements that have been included in the consolidate s are stated in Note 5 to the financial statements. that the financial statements of the subsidiaries that have bee form and content appropriate and proper for the purposes of the d we have received satisfactory information and explanations a ports on the financial statements of the subsidiaries were not orporated in Singapore, did not include any comment made und

9

24,451

ivables

10

37,454

s

11

4

12

53

13

11,803

nces

73,765

ables

14

39,494

lities

15

4,717

16

125

522 44,858 liabilities)

28,907 71,072

rations associate nary activities before taxation ense nary activities after taxation ts he year are

-

-

-

-

-

-

-

-

53

-

-

53

-

-

-

18,093

5,289

141

-

-

-

-

-

-

tion bsidiary butable reign subsidiary e with rements cognised ity ar 02 s arising ents idiaries ompany butable

,

ciate n investment in associate nution in value of quoted es (reversed)/made n non-financial assets

ore working capital changes capital: eivables ables m operations erating activities

ecrease) in cash and cash equivalents equivalents at beginning of the year ge rate changes on balances held in rrencies equivalents at end of the year (Note 13)

ociate. ignificant Accounting Policies ration statements are prepared in accordance with Singapore Financ s promulgated by the Council on Corporate Disclosure and Gov statements were previously prepared in accordance with Singa ect on the financial statements due to the transition from SAS t cost basis is used and amounts are expressed in Singapore doll

e companies controlled by the Company. Control exists when th inancial and operating policies of a company so as to obtain b subsidiaries are stated in the Company’s balance sheet at cost l are included in the consolidated financial statements from the .

nised directly in equity. On disposal, the accumulated transla loss account as part of the gain or loss on sale. plant and equipment plant and equipment are stated at cost less accumulated deprec plant and equipment acquired through finance leases are capi he minimum lease payments at the inception of the lease, less ments are apportioned between the finance charges and reduc erest on the remaining balance of the liability. Finance charg Capitalised leased assets are depreciated over the shorter of the ion is provided on a straight line basis so as to write off items o s as follows: buildings

-

30 to 60 years

icles

-

5 to 10 years

and fittings

-

3 to 10 years

n and installation

-

3 to 10 years

s

-

3 years

s acquired, is recognised in the profit and loss account over the e or amortisable. Negative goodwill in excess of the fair values o the profit and loss account. cquisitions of subsidiaries and associate that occurred prior to 1 J etroactively capitalised and amortised. mortised in the profit and loss account using the straight line me he gain or loss on disposal of an entity, the unamortised balance s prior to 1 January 2001, the goodwill previously written off a

development n research activities, undertaken with the prospect of gaini is recognised in the profit and loss account as an expense whe n development activities, whereby research findings are applied mproved products and processes, is capitalised if the product or has sufficient resources to complete development. The expen

y g

p

s s are stated at the lower of cost and net realisable value. Cost, e mined using the weighted average basis, is determined using t costs of conversion and other costs incurred in bringing the inv f manufactured inventories and work-in-progress, cost includes capacity. nt grants nt grants are recognised when the right to receive payment is e recognition of specific expenses are taken to income in the sam e property, plant and equipment are offset against the cost of th ount is depreciated over the respective useful lives of the prope cash equivalents cash equivalents comprise cash balances and bank deposits. For valents are presented net of bank overdrafts which are repayable ash management and exclude the short term deposits which a on demand

e options on cost or obligation is recognised when share options are issue exercised, equity is increased by the amount of the proceeds r

warranties is recognised when the underlying products or servi and a weighting of all possible outcomes against their associate

provided in full, using the liability method, on temporary differ their carrying amounts in the financial statements. Temporary tax purpose and the initial recognition of assets or liabilities that erred tax provided is based on the expected manner of realisatio using tax rates enacted or substantively enacted at the balance asset is recognised to the extent that it is probable that future t erences can be utilised. provided on temporary differences arising on investment in sub

ome receivable under operating leases is recognised in the pro e lease.

income ncome is recognised in the profit and loss account when the sh leases Group has the use of assets under operating leases, payments m nt on a straight line basis over the term of the lease. osts pense and similar charges are expensed in the profit and loss he extent that they are capitalised as being directly attributable h necessarily takes a substantial period of time to be prepared fo ase payments is recognised in the profit and loss account using

,

,

,

,

-

1,289

40

716

-

(1,373)

(29)

-

-

-

(30)

-

-

(4)

(4)

(22)

21,813

1,781

1,598

8,543

1,984

467

760

2,124

-

-

238

1,250

1,984

467

998

3,374

499

219

181

905

-

(249)

(26)

(12)

-

-

(27)

-

-

-

(2)

(2)

ferences ation er 2003 depreciation 003 n 003, charge

ferences ation

1,164 (963) ember 2003

1,164

ted depreciation ry 2003 ation ry 2003, restated on charge for the year

185 185 116 (185)

ember 2003

116

on charge for 2002

102

mount ember 2003

1,048

ember 2002

778

amortisation 003 charge for the year

-

ber 2003

-

charge for 2002

-

unt ber 2003

219

ber 2002

219

amount of intangible assets of the Group includes amounts tot ware held under finance leases. ar, the Group acquired intangible assets with an aggregate cost of was acquired under finance leases.

es

shares, at cost nt losses

the subsidiaries are as follows:

ubsidiary

Principal activities

ologies Pte Ltd

Design and manufacture

subsidiaries:

of semiconductor manufactu i

t

d

l t d

e Holdings Pte Ltd

Investment holding

ubsidiary:

company

ai Yong Gao

Marketing and liaison

onic Co., Ltd

services

chnologies, Inc.

Inactive

r Technologies Co., Ltd.

Provision of value-added subcontract services and solutions

ternational

Investment holding company

ngineers Pte Ltd

Manufacture and distribution

machining of components fo semiconductor industry uit Technology

Design and manufacture

Pte Ltd

of semiconductor organic substrates

y KPMG Singapore. y other member firms of KPMG International. y Linfang Certified Public Accountants Co., Ltd., People’s Repub ed to be audited by law of country of incorporation. y Tianjin Cheng Tai CPAs Ltd., People’s Republic of China. y Jiangsu Huaxing Certified Public Accountants, People’s Repub

2

W. Kei & Company, Singapore. associate includes the following amount:

goodwill during the year: ning of the year tion charge for the year ent losses f the year on of goodwill arising on the acquisition of associate is include 003, the Company has signed an agreement with the associate y amounting to $214,000. Subsequent to the distribution, the nt. As the associate has become inactive, the recoverable amo o the net worth of the company.

28

-

257

-

40

-

21

-

of losses carryard of capital allowances y-forward ms

528 ax sets/(liabilities)

plant and equipment other receivables other payables

(326) 202

(1,346)

(

326 (1,020)

(

sset has not been recognised in respect of tax losses of $228,00 hat future taxable profit will be available against which the respect

ess: ble value s: ble value sit

nces nts to suppliers ceivable receivable erable eivables receivable due from subsidiaries: e amount due from te 37, ade amounts due from subsidiaries and associate are unsecured

btained from market quotation. In 2003, the Group has reassess no significant differences in market price as compared to those h Equivalents

2003 Note

$’000

nd in hand

8,800

with banks

3,003 11,803

s (secured)

15

(706) 11,097

pledged (1,000) equivalents ated statement of cash flows

10,097

ables 39 ade amounts due to subsidiaries are unsecured, interest-free an eceipts and bills payable are secured by trade receivables pledge ber 2003 (2002: $Nil). ted average effective interest rate of trust receipts and bills paya 0%) per annum. earing Liabilities Note

2 $

nt liabilities ank loans

2

ase liabilities

2 4

002: $18,309,000); and on fixed deposits of $1,000,000 at 31 December 2003 (2002: $

liabilities ber, the Group and the Company had obligations under finance 2003

hin 1 year

Principal

Interest

Payments

$’000

$’000

$’000

812

144

956

2,109

194

2,303

165

3

168

2,274

197

2,471

3,086

341

3,427

er 1 year but ars er 5 years

rate loans

4.50

-

ase liabilities

4.44 - 9.22

-

drafts

4.75 - 5.48

706 2,273

1

2

ank loans: ng rate loans

3.43 - 3.96

2,800

rate loans

2.50 - 4.50

-

ase liabilities

4.70 - 9.90

-

5.50

42

drafts

2,842

ase liabilities

4.44

-

ase liabilities

4.99 - 6.08

-

2

3

Number o shares

es of $0.05 each

1,000,000,000

y paid: es of $0.05 each: ary

361,863,760

hares under share: ent

54,000,000

scheme

3,893,000

cember

419,756,760

mation is being announced, options may only be granted afte uncement is released. The grant of an option shall be accepted w 5.00 p.m. on the thirtieth day from the date of grant. are 3 types of options that may be granted by the Company, n ons and (c) Premium Price Options. new shares issued by the Company upon the exercise of the o butions declared or recommended in respect of the then exist with other existing shares of the Company. ount Price Options are exercisable at any time after the second a tenth anniversary of the relevant date of grant except that in th e on the fifth anniversary of the date of grant. et Price Options and Premium Price Options are exercisable at a before the expiry of the tenth anniversary of the relevant date tors, such options will expire on the fifth anniversary of the date

options

Options

Options

Options

(3,893,000)

-

-

-

-

-

-

-

-

-

-

(254,000)

lapsed

360,000

609,000

180,000

771,000

31/12/2003

-

-

-

-

-

-

180,000

771,000

1/1/2003 31/12/2003

options cancelled/ outstanding at exercisable exercisable

exercised

granted

options

ulative Cumulative

Cumulative

cation of the share premium account is governed by Section 69 l reserve of the Group comprises accumulated profits transferred b only be distributed upon approval by the relevant authorities. ncy translation reserve of the Group comprises foreign exchange d s of foreign operations that are not integral to the operations any balances which represent an extension of interests in subsi er reserve arises from the difference between the nominal value alue of shares of subsidiaries acquired under the pooling of int

miconductor products and services on income

will recognised, net of goodwill written off uneration included in staff costs e Company s ersed)/made for diminution in value of ty securities ses on non-financial assets ses on investment in associate and equipment written off al of property, plant and equipment e expense te-down of inventories o defined contribution plans staff costs employees of the Group at 31 December 2003 was 773 (2002

ion of effective tax rate

e tax using Singapore tax rates rates in other countries duction in tax rates ot deductible for oses subject to tax of previously nised tax losses r) provided in

diluted earnings per share, the weighted average number of al ordinary shares:

age number of shares issued, used in the of basic earnings per share age number of unissued ordinary shares n res that would have been issued at fair value age number of ordinary shares (diluted)

er 2003, the Group has commitments for future minimum le ws:

mencing from 16 September 1995. The annual land rent paya ,000). The land rent is subject to review every year, with a ma ) of the annual rent for the preceding year. leases out units in its leasehold buildings. Non-cancellable op

ear r but within 5 years

formation formation is presented in respect of the Group’s business and ge s based on the Group’s management and internal reporting stru ent pricing is determined on mutually agreed terms. sults, assets and liabilities include items directly attributable to b ll d l

Segments oup’s business activities are managed on a worldwide basis, East Asia, North Asia, Non-Asia and Singapore. information on the basis of geographical segments, segment re egment assets are based on the geographical location of the ass ments Precision

Chemicals

Equipment

engineering

and services

$’000

$’000

$’000

stomers

48,614

25,111

13,520

revenue

188

481

-

48 802

25 592

13 520

expenses from

abilities

25,625

9,193

2,

4,564

2,231

2,

1,501

2,292

1,

ed liabilities ities ment information penditure on and ation nt losses

5

4

340

134

l customers

20,200

18,792

ent revenue

1,770

23

21 970

18 815

-cash items

nd expenses nue from 11, 11

t information diture

1,750

8,639

405

978

2,325

815

16

23

-

(243)

41

599

South-East

North

Asia

Asia

Non-Asia

$’000

$’000

$’000

27,538

30,056

18,812

5,394

7,796

1

294

2 592

nd n ses h items Segments

rom tomers diture

nce sheet date, there is no significant concentration of credit risk. ying amount of each financial asset in the balance sheets. rrency risk incurs foreign currency risk on sales, purchases and borrowi dollars. The currencies giving rise to this risk are primarily Unit formal hedging policy with respect to foreign currency exposure basis and the Group endeavours to keep the net exposure at a e risk s exposure to market risk for changes in interest rates relates pr formal hedging policy with respect to interest rate exposure. T d and variable rate debts. sk monitors its liquidity risk and maintains a level of cash and cas Group’s operations and to mitigate the effects of fluctuations in

lities liabilities

15

82

values have been estimated by discounting the future contracte cable to estimate the fair value of non-current loans to subsidiari arties involved. However, the Company does not anticipate th uld be significantly different from the values that would eventu abilities ber 2003, guarantees issued to banks by the Company in respect iaries amounted to $20,261,000 (2002: $27,305,000), of wh

vents the balance sheet date, the Company has increased its investme Ltd and MircoCircuit Technology (2002) Pte Ltd by $1,500,000

p Approximate Area(sq ft) oon North

Purpose

158,950

Industrial Bu

49,848

Industrial Bu

13,902

Industrial Bu

Singapore 555853

nds Walk 738320 ands Sector 1 s East Estate 738325 Person Transactions i t

t d

t

ti

t

di t d i

th fi

minees Pte Ltd r stment Company Limited es Pte Ltd ties Private Ltd eas Bank Nominees Pte Ltd n Pte Ltd rities Pte Ltd ties Pte Ltd curities Pte Ltd ecurities (S) Pte Ltd Ming kbrokers Pte Ltd nvestments (S) Pte Ltd Pte Ltd ey Asia (Singapore) Securities Pte Ltd sumer Nominees Pte Ltd ese Bank Nominees Pte Ltd

lders

es and will be considered independent for the purposes of Rule Trading Limited. l, upon re-election as Director of the Company, remain as Cha ng and Remuneration Committees and will be considered inde f the Singapore Exchange Securities Trading Limited. e the payment of Directors’ fees of S$372,000 for the year ende oint Messrs KPMG as the Company’s Auditors and to authorise t t any other ordinary business which may properly be transacted SINESS if thought fit, to pass the following resolutions as Ordinary Res to allot and issue shares up to 50 per centum (50%) of issued ant to Section 161 of the Companies Act, Cap. 50 and Rule 80 Trading Limited, the Directors be empowered to allot and issue at any time and upon such terms and conditions and for suc d fit id d th t th t b f h (i l di

Kohsikaporn

April 2004

Resolution 6 proposed in item 6 above, if passed, will empower e next Annual General Meeting, or the date by which the next A varied or revoked by the Company in general meeting, which curities in the Company. The number of shares and convertible olution would not exceed fifty per centum (50%) of the issued c on. For issue of shares and convertible securities other than on a res and convertible securities to be issued shall not exceed twen

se of this resolution, the percentage of issued capital is based o inary Resolution is passed after adjusting for new shares arising exercise of share options or the vesting of share awards outstand

p

er, the Chairman of the Meeting as my/our proxy/proxies to vote eeting”) of the Company to be held at 33, Tuas View Square, S any adjournment thereof. I/We direct my/our proxy/proxies to ated hereunder. If no specific direction as to voting is given or in urnment thereof, the proxy/proxies will vote or abstain from vot your vote “For” or “Against” with a tick [√] within the box prov ons relating to: to: lutions relating

For

Against

s’ Report and and Audited Accounts for the ended 31 Decemb ctors’ Report Audited Accounts for year the year ended 31 Dece lection of Leong Mr YeoSiew WeeLoon Kiong a Director on of Mr asas a Director lection of Mr Patrick Cheong Chong Thye as a Director on of Mr Ng Quek Peng as a Director roval of Directors’ fees amounting to S$372,000 l of Directors’ fees amounting to S$372,000 ppointment of Messrs KPMG as Auditors asshares Auditors intment of Messrs KPMG ority to allot and issue new to allot yority to allot and and issueissue newshares sharesunder the AEM-Evertech Holding

expressed as a percentage of the whole) to be represented by ea appointing a proxy or proxies must be deposited at the registere gapore 555853 not less than 48 hours before the time appointed t appointing a proxy or proxies must be under the hand of the e the instrument appointing a proxy or proxies is executed by a he hand of an officer or attorney duly authorised Where the inst on behalf of the appointor, the letter or power of attorney or a du

which is a member may authorise by resolution of its directors o presentative at the Meeting, in accordance with Section 179 of

shall be entitled to reject the instrument appointing a proxy or p where the true intentions of the appointor are not ascertainable f appointing a proxy or proxies. In addition, in the case of Shares instrument appointing a proxy or proxies lodged if the member, t his name in the Depository Register as at 48 hours before