an inside focus on stamford tyres'...

An inside focus onStamford Tyres' OperationsAn inside focus onStamford Tyres' Operations

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Blueprint for the Future

How will Stamford Tyres resume its growth?

Evolution is the answer. The Group must tap on its strengths foropportunities as they unfold.

Stamford Tyres conducted its operations over FY2005 with a long-termstrategy in mind. The objective is to better serve its business partnersand customers. The result is to integrate and augment its operationsand services to meet customers' needs.

Leveraging on its strength, the business activities of Stamford Tyres hasevolved into two core segments – integrated concept with value-addedservices and manufacturing activities.

This is the story of Stamford Tyres' evolution for the future – to builda strong and robust enterprise that adds value to their customersand business partners.

0808Board of DirectorsChairman Chua Kim YeowExecutive Directors Wee Kok Wah

(President)Dawn Wee Wai Ying(Executive Vice President)

Non-executive Director Kwok Weng FaiIndependent Directors Tay Puan Siong

Sam Chong KeenGoh Chee WeeMichael David Nesbitt

Audit CommitteeChairman Tay Puan SiongMembers Chua Kim Yeow

Sam Chong Keen

Share RegistrarLim Associates (Pte) Ltd10 Collyer Quay #19-08 Ocean BuildingSingapore 049315

Principal BankersUnited Overseas Bank LimitedMalayan Banking BerhadOverseas-Chinese Banking Corporation LimitedDBS Bank LimitedBNP Paribas

Registered Office19 Lok Yang Way JurongSingapore 628635Tel : (65) 6268 3111Fax : (65) 6264 0148 / 6264 4708Email : [email protected] : www.stamfordtyres.com

Remuneration CommitteeChairman Chua Kim YeowMembers Sam Chong Keen

Goh Chee Wee

Nominating CommitteeChairman Sam Chong KeenMembers Tay Puan Siong

Michael David Nesbitt

AuditorsErnst & Young10 Collyer Quay #21-01 Ocean BuildingSingapore 049315Audit Partner: Yen Heng Fook(Since the financial year ended 30 April 2001)

Company SecretaryChuang Sheue Ling

Corporate Information

1010

contentsSTAMFORD TYRES CORPORATION LIMITED Annual Report 2005

Regulars01 Letter to Shareholders – Right on Track

03 Five Year Financial Highlights

04 Board of Directors

06 Key Executives

20 Stamford in the News

Features10 People Make the Difference

11 Rewarding Shareholders

11 At a Glance

Review12 Our Products – Major Brands, Proprietary

Brands, and Major Subsidiaries

Cover Story – Behind the Blueprint14 Integrated Concept with Value-Added

Services

18 Manufacturing Activities

Also in this issue� Corporate Governance

� Financial Statements 2005

Dear Shareholders,

When I wrote to you last year, I said that we intended to embarkon several initiatives to lay the groundwork for our next phase ofgrowth. This is an important undertaking to position the Group forthe future. During the past year, we made several significantcommitments towards this goal. I am happy to report to you onwhat we did and how we anticipate these undertakings will shapethe fortunes of the Group.

More focused and responsive business model

Over the past few years, mymanagement team and Ihave observed andevaluated the significanceof the rising affluence andrapid economic growth inSouth East Asia and China.In these territories, we notedthe rise in demand for truckand passenger car tyres.There was also a growingdemand for Off-The-Road(OTR) tyres rising from theboom in the mining industry.All these developments havedirected us to sharpen ourbusiness focus to developa more responsive business

model that will meet the needs of our customers with flexibility andefficiency in the years to come.

The result is a business and operating model that focuses on twocore segments of our business activities – an integrated concept withvalue-added services and manufacturing activities.

Integrated concept with value-added services

The integrated concept with value-added services segment comprisesour international distribution network, retail chain operations andfleet and mining tyre management services. Though separate andwith their unique inherent strengths, these business units can supporteach other to provide an integrated whole that will offer ourcustomers the level of value-added services that they demand.

In order to respond quickly to market needs, we realigned ourdistribution structure from a central warehousing system in Singaporeto direct shipment to our overseas operations. This initiative hasenhanced our position to be closer to our dealer-retail network.

We continue to value-add to our existing major international tyrebrands – Falken, Dunlop, Continental and Toyo – by focusing onwider and deeper market penetration through our integratedconcept in the territories that we operate. We expect to benefitfrom the consistent organic growth from this business activity.

Manufacturing activities

Rapid increases in industrial and commercial activities contributeto higher economic growth. Higher economic growth translates torising affluence and higher disposable income. Recognising thesedevelopments in the territories that we operate, it is evident thatwe should leverage on the strengths in our international distributionnetwork to pursue opportunities in manufacturing that will allowthe Group to develop our own proprietary brands – Sumo Firenza,Sumo, Firenza and Stamford Sport Wheels (SSW). This will broadenour product range for global distribution.

Our manufacturing business segment comprises the manufacturingof our proprietary brand, SSW light alloy wheels and tyre outsourcecontract manufacturing of our proprietary brands.

STAMFORD TYRES CORPORATION LIMITED Annual Report 2005 01

I am pleased toreport that thecommitment andresolve of mycolleagues and staffhave spurred us toaccomplish our goalsand to deliver resultsas targeted for thefinancial year underreview.

– Mr Wee Kok Wah

Right onTrackStamford Tyres gathersmomentum for growth

LETTER TO SHAREHOLDERS

continues on pg 02...

STAMFORD TYRES CORPORATION LIMITED Annual Report 200502

Our SSW wheel plant in Thailand commenced operation in thefirst half of FY2005. It broke-even after six months of operations.Based on the success of the first production line, we added asecond line in May 2005. With the additional capacity, our annualoutput is expected to range between 350,000 and 400,000 pieces.

My team and I recognised that in order to drive growth in ourdistribution business, we have to increase our tyre supply. Due tothe rapid economic growth in China and South East Asia countries,tyre manufacturers have ramped up their production capacity.However, demand exceeds supply. This prompted us to explore thetyre outsource contract manufacturing that would enable us to createour own proprietary tyre brands to meet demands from customersand to better manage the supply situation in the future. Also, withless geographical restrictions, we can widen the market coveragefor our proprietary products . We have since commenced productionfor Sumo Truck BusRadial (TBR) tyres inMay 2005 , andstepped up ongoingarrangements for thesupply of Sumo TruckBus Bias (TBB) tyresand Passenger CarRadial (PCR) tyresfrom manufacturersin China.

Duty to ourshareholders

Major undertakingsof these magnitudesrequire meticulousplanning, vigilancein its execution andshort-term sacrificesespecially when our profit trend was on the rise till FY2004.Unforeseen developments and the lack of vigilance can inviteundesirable outcome. Mindful of the consequences, I felt dutybound to inform you of the outlook as forecasted by managementfor FY2005.

Accordingly, in the 2004 annual report I had guided that, “weexpect profit for FY2005 to be lower than FY2004 due to the start-up costs for our alloy wheel plant, as well as additional investmentin infrastructure to improve our overseas distribution network.However, earnings are expected to remain above the healthylevel that was recorded in FY2003.”

I am pleased to report that the commitment and resolve of mycolleagues and staff have spurred us to accomplish our goals andto deliver results as targeted for the financial year under review.

For FY2005, we delivered a net profit of S$8.61 million and revenue ofS$191.29 million. Our focus on higher value-added products and services,continuous efforts to improve the product mix of our major internationaland proprietary brands, and optimisation of business opportunitiesthrough our international distribution network, enabled us to maintainour gross margin at 26.8 percent in FY2005.

Outlook for FY2006

The management team and I are confident that the new businessmodel and the initiatives undertaken in FY2005, will put StamfordTyres in a stronger position and propel us to achieve our next levelof growth.

The seeds have been planted and FY2006 will be the year ofharvest. We expect organic growth from our existing major brandsand incremental sales from our proprietary brands through themanufacturing activities. Collectively, all these activities will contributeto a double-digit growth in our FY2006 revenue.

The Group expects the results for FY2006 to be better than FY2005.

Rewarding shareholders

In appreciation ofy o u r l o y a l t yand con t i nuedcon f i d e n ce i nStamford Tyres, theBoard is pleased topropose a finaldividend of 1.25Singapore cents perordinary share anda special dividendof 0.75 Singaporecents per ordinaryshare for FY2005.The total dividendof two cents pershare translates intoa gross dividendrate of 20 percent.

Appreciation

These achievements in FY2005 would not have been possiblewithout the guidance of the Board, support from managementand staff, who have worked tirelessly to help to sow the seedsfor the next phase of growth. Their sacrifices are often personal.I want to record our appreciation to them and their families.

The confidence of our suppliers, bankers and business associatesin us is also crucial. My team and I could not ask for better partners.

Finally, as we look forward to a better FY2006, I want to thank you,our shareholders, for standing by us during this year of consolidation.I look forward to meeting you at our coming annual generalmeeting to be held on Friday, 26 August 2005.

Yours sincerely,Wee Kok WahPresidentStamford Tyres Corporation Limited

We expect organic growth from our existing majorbrands and incremental sales from our proprietary brandsthrough the manufacturing activities. – Mr Wee Kok Wah


Five Year Financial Highlights

For the Year ended 30 April 2005 2005 2004 2003 2002* 2001*

Group Turnover (S$'000) 191,293 189,779 163,443 120,058 119,083

Profit Before Tax (S$'000) 11,563 14,348 9,655 5,186 2,814

Profit After Tax (S$'000) 8,670 11,560 8,196 2,754 1,666

Total Assets (S$'000) 199,470 182,117 145,386 132,632 132,764

Shareholders' Funds (S$'000) 68,225 63,357 49,282 42,726 40,671

Basic Earnings per Share (cents) 4.15 6.23 5.43 1.83 1.20

Gross Dividend per Share (cents) 2.00 2.00 1.40 1.00 1.00

Return on Shareholders' Equity (%) 13.08 20.47 17.79 6.59 4.52

* Group turnover and total assets for FY2001 to FY2002 do not include the Group’s proportionate share of the joint venture company’s results as thejoint venture company’s results were accounted for using equity method in FY2001 to FY2002.

Group Turnover(S$ Million)

2001

$2.82002

$5.22003

$9.72004

$14.32005

$11.6

Profit Before Tax(S$ Million)

2001

$1.72002

$2.82003

$8.22004

$11.62005

$8.7

Profit After Tax(S$ Million)

2001

$1.22002

$1.82003

$5.42004

$6.22005

$4.2

Basic Earnings per Share(Cents)

2001

1.02002

1.02003

1.42004

2.02005

2.0

Gross Dividend per Share(Cents)

2001

4.5%2002

6.6%2003

17.8%2004

20.5%2005

13.1%

Return on Shareholders’ Equity(%)

200

150

100

50

0

20

15

10

5

0

20

15

10

5

0

20

15

10

5

0

2.0

1.5

1.0

0.5

0

40

30

20

10

0

2001

$119.12002

$120.12003

$163.42004

$189.82005

$191.3


Board of Directors

Top (left to right):Mr Chua Kim Yeow, Mr Wee Kok Wah,Mrs Dawn Wee Wai Ying

Middle (left to right):Dr Kwok Weng Fai, Mr Tay Puan Siong, JP,Mr Sam Chong Keen

Bottom (left to right):Mr Goh Chee Wee,Mr Michael David Nesbitt

Mr Chua Kim YeowNon-Executive Chairman

Mr Chua is a well-respected individual to many circles and a trustedadviser to Stamford Tyres. A part of the Stamford Tyres family since3 April 1991, he served as Chairman of the Company and AuditCommittee up to 28 October 1994. From then, he was chairmanof the Stock Exchange of Singapore Limited (SGX) until 3 January2000, concurrently serving as Adviser to the Stamford Tyres Board.Upon retirement from SGX, he was reappointed as independentdirector and non-executive chairman of Stamford Tyres until 28September 2001. On 13 December 2002, he was appointed asmember of the Stamford Tyres Audit Committee and RemunerationCommittee. His most recent appointment as non-executive chairmanhas been held since 9 January 2002.

A Fellow Member of the Institute of Certified Public Accountantsof Singapore, Mr Chua has previously held numerous key posts.He was the Accountant-General with the Ministry of Finance, aBoard Member of the Monetary Authority of Singapore, Presidentof the Development Bank of Singapore (now known as DBS BankLimited), Executive Chairman of the Post Office Savings Bank, andChairman of the Securities Industry Council.

Mr Wee Kok WahPresident

Behind Mr Wee's down-to-earth and personable nature is aremarkably astute business mind. Both a visionary leader andentrepreneur who some fondly say has "tyre dust" in his blood,



Mr Wee has propelled Stamford Tyres forward as its CEO sincethe 1970s. Mr Wee has steered Stamford Tyres to become a publiclisted company which its global stakeholders trust, rely on, andwish to grow with in the future.

His passion for and dedication to the business shows clearly throughhis hands-on working style, endearing him to partners, colleaguesand staff alike. Always one to actively seek out and tap on businessopportunities, Mr Wee never fails to deliver and maximise value forboth the business and stakeholders.

In 2004, Mr Wee was nominated and selected as a finalist for theErnst & Young Entrepreneur of the Year under the category ofServices and Business Products.

Mr Wee holds a Bachelor of Social Science in Economics and Lawfrom the then University of Singapore.

Mrs Dawn Wee Wai YingExecutive Vice President

Mrs Wee is a warm and sincere people person, well known in thebusiness for being a resourceful organiser and capable administrator.She has been on the Stamford Tyres Board since 1982, playing akey role in the Group's operations. She currently oversees theGroup's supporting functions, which effectively complement itsoperating functions. A firm, fair and competent decision maker,she has been instrumental in the Group's decades of achievement.

Brimming with ideas, Mrs Wee leads and challenges her staff tothink out-of-the box, encouraging them to excel in all that they do.

Prior to joining Stamford Tyres, she worked as an officer in a majorlocal bank for eight years. Mrs Wee holds a Bachelor of SocialScience (Honours) in Economics from the then University of Singapore.

Dr Kwok Weng FaiNon-Executive Director

Dr Kwok joined the Board in 1982 as one of its pioneeringdirectors. Since then, he has lent his unwavering support andvaluable advice to the Group. A Colombo Plan Scholar, hisqualifications include a Bachelor of Medicine and a Bachelor ofSurgery from Sydney University. Before setting up his own privatemedical practice, he was a medical practitioner in variousgovernment hospitals for eight years. Presently, he is the seniorpartner of a group medical practice.

Mr Tay Puan Siong, JPIndependent Director

Mr Tay has been an independent Director of Stamford Tyres since1994 and is Chairman of the Audit Committee and a member ofthe Nominating Committee. He is a Director of 3 other public

companies. Mr Tay graduated from the University of Singaporewith a Bachelor of Business Adminstration degree in 1971, attendedthe Havard Business School Program for Management Developmentin 1984 and is a member of the Chartered Institue of Logistics andTransport. Previously, he was Executive Deputy Chairman of L&MGroup Investments Ltd and Executive Vice President of SingaporeBus Service Ltd. Mr Tay is a Justice of the Peace.

Mr Sam Chong KeenIndependent Director

Following his invaluable contributions while on the Board whenComfort Group Ltd was a substantial shareholder, Mr Sam wasappointed as Independent Director of Stamford Tyres in December1994. A member of the Audit Committee and RemunerationCommittee, he is also Chairman of the Nominating Committee.The co-founder and CEO of Megatalk Pte Ltd, Mr Sam holds aBachelor of Arts(Hons) from the University of Oxford and a Diplomafrom the Institute of Marketing, UK. He also has a wealth ofmanagement experience, having worked at senior positions in theSingapore Government Administration Service, National TradesUnion Congress (NTUC), Intraco Ltd, Comfort Group Ltd, VICOMLtd, Lion Asiapac Ltd and Lion Teck Chiang Ltd. He was also thePolitical Secretary to the Minister for Education between 1988 to1991, and served on various government boards and committees,including the Central Provident Fund Board, and the National Co-operative Federation.

Mr Goh Chee WeeIndependent Director

Appointed as a nominated director of substantial shareholder ComfortGroup Ltd on 29 October 1998, Mr Goh has since joined StamfordTyres, on 10 April 2003, as an Independent Director. He is also amember of the Remuneration Committee. Besides directorships in anumber of public-listed companies, Mr Goh is Director of the SingaporeLabour Foundation. The former Member of Parliament, Minister ofState, and CEO of Comfort Group Ltd also has strong ties with theNational Trades Union Congress (NTUC). He holds chairmanship ofthe NTUC Board of Trustees, NTUC Foodfare Co-operative Ltd, andNTUC Childcare Co-operative Ltd, and is a consultant to the NTUCFairprice Co-operative Ltd.

Mr Michael David NesbittIndependent Director

Mr Nesbitt is no stranger to Stamford Tyres. A business associateof the Group since the mid-1970s, he was appointed to the Boardas an Independent Director since September 2002. With 32 yearsof valuable experience as Founder and Chairman of Australianenterprise, Marathon Tyres, Mr Nesbitt brings to the Board extensiveknowledge of the tyre distribution business, especially in fleet tyremanagement and maintenance services. Mr Nesbitt is also amember of the Nominating Committee.


Key Executives


Roger Chang ToonWeng

Conson Tiu Sia

Clare Law Lay Kian

Lim Gek Choon

Roger Chang Toon Weng, 48Senior Vice President andCEO for Stamford Sport Wheels (SSW)

Roger is a strategist with a keen eye for opportunities and theforesight and drive to act upon them. With Stamford Tyres for over20 years, he has held various key marketing positions within theGroup and has been instrumental towards establishing the Group'sretail chain. Roger's strong leadership skills and passion for carwheels has made him an obvious choice to helm the SSW operationsin Thailand. He also assists in business development and managementstrategies of the Group, leveraging off his intimate market knowledgeand experiences to achieve the Group's profit and growth objectives.

Conson Tiu Sia, 38Senior Vice President and Group CFO

Accounting-trained with a sound business acumen, Conson has beena boon to the Group since joining Stamford Tyres in 1993. He beganhis career as an Auditor with Ernst and Young, Philippines and wasin charge of the Group's Philippines operations prior to his appointmentas Group Finance Manager in 1999. Today, the Certified PublicAccountant excels in his role as a Senior Vice President in the Group,overseeing the financial operations and conducting risk managementanalysis to ensure the Group's businesses conform to the statutoryregulations and corporate governance. As a member of themanagement team, this mild-mannered but determined executiveplays an important role in sustaining the profitability and growth ofthe Group.

Clare Law Lay Kian, 37Vice President, Head of Supply Chain Management

Clare joined the Group's Supply Chain Management Departmentin 1994 and has been operationally active in establishing the corecompetencies of the Supply Chain Management System of theGroup. Currently, she is responsible for the Group's pricing policies,implementation of the Group's Supply Chain Management Systemand handling of major negotiation issues with the Group's majorsuppliers and contract manufacturers worldwide. Responsible,dedicated, focused and infinitely capable, Clare helps ensure theGroup always has what it takes to meet customers' needs. Sheholds a Bachelor of Business Degree in Transport from the RoyalMelbourne Institute of Technology in Australia.

Lim Gek Choon, 53Vice President, Head of Singapore Distribution

With 30 years of "track" record and experience, Choon is respectfullyknown as "Lao Da" (Big Brother) in the local tyre scene. He passionatelyunderstands the business of tyres and is currently responsible forproduct distribution in the Singapore and Brunei markets. Thisrecognised tyre veteran joined the Group in 1985 and is presentlythe Chairman of the Singapore Motor Tyre Dealers Association, aposition held since 1998.


Brian U ren

Michael PaulMcCarthy

Patricia Danker

Kelvin Lam Mun Kong

Brian U ren, 38Assistant Vice President, Head ofInternational Distribution

Since joining the Group in 1993, he has been exposed both locallyand internationally to various business units within the Group. Hepossesses strong and intimate knowledge of the Group's InternationalDistribution business. This world-watching globetrotter helps ensurethe smooth running and profitability of his division. His customersspan the Asian, African, American and European continents. Literally-speaking, Brian merticulously monitors the world at his fingertips.Brian has a Bachelor of Arts from the National University of Singapore.

Michael Paul McCarthy, 53Senior Manager, Head of Mining andFleet Tyre Management

"Mickey" handles the Group's mining and fleet divisions. The affableIrishman joined Stamford Tyres in 1993, bringing with him over 20years of international experiences in Off-The-Road tyres and fleettyre management expertise. His technical know-how and hands-on approach make him a welcome partner in the tyre managementof major mining companies in South East Asia. He sets highprofessional standards for the Group’s fleet tyre managementteams in Singapore, Malaysia, Indonesia, Thailand and China.

Patricia Danker, 43Senior Manager, Head of Retail (Singapore)

Patricia leads those who serve. With the Group for over 20 years,Patricia has held various key roles within the Group in Administration,International Distribution, Warehouse and Retail operations. Currentlyas Retail Manager for Singapore, this resourceful executive managesa team of over 100 personnel with the objective of achieving salestargets and total customer satisfaction. A people person with afriendly disposition, she ensures the exceptional service andprofessionalism of Stamford Tyres' retail chain, as well as plans forits business development.

Kelvin Lam Mun Kong, 36Senior Manager, Head of Finance

Kelvin joined the Group in 2004. He started his career 10 yearsago as an Auditor with Deloitte & Touche and is currently GroupFinance Manager. He and his team proactively monitor everyaspect of the Group's finances; a no mean feat considering thescope and depth of Stamford Tyres' business today. His team alsofacilitates the Group's expansion by evaluating and providing vitalanalysis on its business proposals and growth strategies acrossall continents the Group has a presence in. Kelvin holds a Mastersof Business Administration from Nanyang Technological Universityin Singapore and is a Certified Public Accountant with the Instituteof Certified Public Accountants of Singapore.



Cham Soon Kian

Ler Hwee Tiong

Jason Goh Sim Leng

Colin Choo Nee Ann

Cham Soon Kian, 37CEO of Malaysia

Soon Kian, has proven to be a capable leader by substantiallygrowing the Group's Malaysian operations since he took the helmin 1992. Under his stewardship, Soon Kian has evolved the Malaysianoperations from a primarily wholesale activity to an integratedbusiness set-up with value-added services including retail, fleet tyremanagement and retreading facilities. He has an easy-goingmanagement style which belies an astute business mind with astrong determination to succeed. An ASEAN scholar, Soon Kian holdsa Bachelor of Accountancy degree. Well-known in the Malaysiantyre trade, he is active as a member of the Selangor & FederalTerritory Tyre Dealers and Retreaders Association.

Ler Hwee Tiong, 34CEO of North Asia

Ler joined the Group in 2000 and brought along with him years oftrade knowledge and experiences in the tyre business. His capabilityis perhaps best demonstrated by the challenges the Group entrustshim with. He is responsible for carving a niche for Stamford Tyresin the competitive China, Hong Kong and Korea markets, somethingwhich he has already made substantial advancements in sincebeing posted there. A deep thinking strategist, Ler holds a Degreeof Bachelor of Arts from the National University of Singapore.

Jason Goh Sim Leng, 29General Manager of Indonesia

Jason joined the Group in 2000 and has distinguished himself asa driven and dedicated individual. Trained in the Group’s RetailDepartment, he developed a passion for High Performance Radialtyres and car wheels. With his creative marketing skills, he was ableto penetrate the complex Indonesian market and establish theStamford Tyres brand name firmly. He is a member of the IndonesianImported Tyres and Traders Association.

Colin Choo Nee Ann, 33General Manager of Thailand

Colin began his career with the Group at the Thailand operationsin 2002. He has since immersed into the local culture and businessenvironment. Currently, he is the General Manager of the Thailandbranch and is responsible for its overall operations. He is highlyprincipled and leads by example a skilled and energetic team.Colin has a Bachelor of Accounting degree from the InternationalIslamic University, Malaysia and is a member of the MalaysianInstitute of Accountants.

Key Executives

08



John Ang Sze Hian

Hanifah Abu Bakar

Lionel Leow Soon Meng

Michael Yiew KengLeong

John Ang Sze Hian, 30General Manager of Australia and New Zealand

There are "no worries" for the Group's Australian operations with Johnmanaging it. As a graduate of Curtin University of Technology in WesternAustralia, John is familiar with his environment. He is fast making in-roads into building up a strong distribution base "down-under". Adynamic and committed individual, John actively promotes the Group’sproprietary brands with his earnest young team.

Hanifah Abu Bakar, 47CEO of USA and Latin America

In over two decades with Stamford Tyres, Hanifah has amasseda wealth of knowledge of the international tyre industry. She utilisesthis to the Group's advantage as CEO of its USA and Latin Americanmarkets. This highly energised and efficient lady is constantly onthe move marketing the Group’s proprietary brands as well asmanaging the operations in Miami. The markets under her careare highly competitive and volatile but Hanifah takes up everychallenge bravely and effectively.

Lionel Leow Soon Meng, 34Senior Manager, Management Information Systems

Lionel joined the Group in 1999 and has since helped the Groupsystematically streamline and computerise its business operations. Heand his competent team harnesses the latest Information Technologyto achieve synergy and effectiveness in the operation aspects of theGroup's various business units across the world. A creative systemsprofessional, Lionel holds a Bachelor of Science Degree in Managementfrom the University of London.

Michael Yiew Keng Leong, 35Manager, Human Resource

Michael joined the Group in 2004 and has been instrumental inestablishing and spearheading Human Resource policies andguidelines in accordance to statutory and corporate requirements.He is also proactive in the recruitment of key personnel ensuringthat the Group has the “talent” for its next phase of growth. This HRprofessional is key in implementing the Group's professionaldevelopment and technical training programmes. He holds a Masterof Business Administration from Swinburne University in Australia.

09


Whether it's the Group's President or a mechanic,

the Group's foremost priority is its dedication to

serving the customer.

This includes technical expertise from its fleet and

tyre management specialists, extensive product

knowledge sharing from its retail staff, and marketing

and sales support from its international distribution

division. The core businesses of tyre and wheel

distribution, retail and fleet tyre management and

maintenance offer to customer, services that are

fully integrated.

Supplying tyres and wheels is but one aspect of

the Stamford Tyres commitment. As tyre and wheel

specialists, the Group is determined to help its

customers, dealers and partners grow their business,

generate sales, increase their consumer base, and

remain profitable.

It is an unflagging commitment.

The Winning People Factor

• Expert Tyre Technical Advisors

• Knowledgeable Wheel Specialists

• Experienced Sales Representatives

• Dedicated Export Sales Managers

• Friendly Retail Service Staff

Stamford Tyres believes excellent service and exceptional value are what will distinguish it asa trusted global distributor and retailer of a full range of tyres, wheels and car services. Andthese traits are evident in the people that make up the Group.

Helping People Help Customers

Stamford Tyres regularly conducts product training for it’s sales team, keeping

them updated on the latest tyre and wheel offerings. By doing so, they are

in turn able to support the dealers and customers with the appropriate

product knowledge and expertise when needed.

To ensure that our customers receive the highest form of service at our

retail outlets, our retail service staff, technicians and mechanics undergo

training and development sessions regularly. During these sessions,

the retail service staff are taught team-building skills, leadership skills

and customer service techniques.

People Makethe Difference


Rewarding ShareholdersFY2005 was a year in which the Group invested for the futureto sustain growth, and shareholders who believed in the Group'svision were rewarded.

The Group is proposing a final dividend of 1.25 cents per shareand a special dividend of 0.75 cents per share, which translatesinto a gross dividend rate of 20%.

Group President, Mr Wee Kok Wah commented, "The dividendis the least we can do for our shareholders, who believe in us,our vision and our merits. This is how we say 'thank you', fortheir unwavering support."

As Stamford Tyres heads into the next phase of growth, it is doingso with the intention of ensuring a continuing and incrementalgrowth in rewarding shareholders.

At a GlanceSingapore — Stamford Tyres’ Central Hub

Singapore continued to remain as the Group's largest revenue earnerin FY2005, contributing 49.8% of total turnover. But in FY2004, it was54.3%. The lower contribution to the total turnover for FY2005 wasthe result of realignment of the business model for Passenger CarTyres (PCR) from central warehousing to direct shipments. There washigher demand for OTR and commercial tyres from the region'sbooming mining and transport industry in FY2005 making thecontribution only marginally lower. The Singapore unit continues totap on its well-established logistic facilities to serve the growingmarkets in the region.

South East Asia — The Growing Markets

Higher turnover in FY2005 as compared to FY2004 was achievedin this region arising from strong commercial vehicle tyre andhigher SSW rim sales. Distribution points in Indonesia continueto increase beyond Jakarta, bringing Stamford Tyres closer to itsdealers and customers. The Group is also expanding its retailnetwork and fleet tyre management services in Thailand andIndonesia.

North Asia — Consolidating for Growth

Turnover from this region decreased to S$30.3 million as a resultof stiff price competition in the Hong Kong market and an oversupplyof passenger car tyres in the China market. During the year, theGroup established its fleet tyre management services in Shanghai.This adds on to the Group's existing operations in China. Movingforward, the Group intends to set up its retail presence in Guangzhou.

The newly established branch in Korea continues to experiencean increase in turnover.

FY2004

FY2005

FY2004

FY2005

FY2004

FY2005


SingaporeStamford Tyres International Pte Ltd19, Lok Yang Way, Jurong,Singapore 628635Tel: (65) 6268 3111Fax: (65) 6264 0148 / 6264 4708Email: [email protected]

MalaysiaStamford Tyres (M) Sdn Bhd16 Jalan Juru Nilai,U1/20 Section U1,Hicom Glenmarie Industrial Park40150 Shah Alam, MalaysiaTel: (60) 3 5567 2601/606Fax: (60) 3 5569 3096Email: [email protected]: www.stamfordtyres.com.my

ThailandStamford Tires Distributor Co., Ltd2210/16-17 Narathiwas Rachanakharin Road,Chongnonsi, Yannawa, Bangkok 10120, ThailandTel: (66) 2 678 2355Fax: (66) 2 678 2351Email: [email protected]

Stamford Sport Wheels Company Limited111/2, 5 Moo 2, Highway 340,Suphanburi Road,Tambon Saiyai, Amphur Sainoi,Nonthaburi 11150 ThailandTel: (66) 2 985 5701Fax: (66) 2 985 5374Email: [email protected]

China/Hong KongStamford Tyres (China) LimitedUnit A, Floor 2,Yuen Long Hi-Tech Centre,#11 Wang Yip Street West,Yuen Long, N.T., Hong Kong SARTel: (852) 2406 2381Fax: (852) 2406 7100Email: [email protected]

Stamford Tyres (Guangzhou) LimitedRm. B, 10/F., San Xin Building,#33 West Huang Pu Ave., Tian He Area,Guangzhou City, Guang Dong Province, ChinaTel: (86) 020 3366 5804Fax: (86) 020 3820 1896

Stamford Tyres (Shanghai) LimitedRm. D, 7/F., Kai Li Building,#432 Huai Hai Xi Road,Shanghai City, ChinaTel: (86) 21 6122 4849Fax: (86) 21 6122 4850

IndonesiaPT Stamford Tyres Distributor IndonesiaJl. Boulevard Raya PA 19No. 4-5 Kelapa Gading PermaiJakarta 14240 IndonesiaTel: (62) 21 450 4388Fax: (62) 21 450 4384Email: [email protected]

PT. Stamford Tyres IndonesiaJl. Kuala Kuningan, L.I.P. Kuala Kencana,Timika – PAPUA 99920, IndonesiaTel: (62) 901 301889Fax: (62) 901 301889Email: [email protected]

AfricaStamford Tyres (Africa) (Proprietary) LimitedUnit 6, 36 Victoria Avenue,Hout Bay 7806,Cape Town, South AfricaTel: (27) 21 790 1302Fax: (27) 21 790 0017Email: [email protected]

USA / Latin AmericaStamford Tires (Latin America), Inc.9398 NW 101st Street, Medley, Florida 33178,United States of AmericaTel: (1) 305 888 8010Fax: (1) 305 888 7871Email: [email protected]

AustraliaStamford Tyres (Australia) Pty Ltd81 Market Street, Smithfield,NSW 2164, AustraliaTel: (61) 2 9604 1908/0590Fax: (61) 2 9756 0375Email: [email protected]

KoreaStamford Tyres Korea Ltd57-3, Munjung-Dong, Songpa-Gu,Seoul 138200, KoreaTel: (82) 2 400 0063Fax: (82) 2 400 0013Email: [email protected]

PhilippinesStamford Tyres Philippines, Inc.Room G, #11 Taurus Street,Pamplona Park Subd., Pamplona,Las Pinas City 1740, PhilippinesTel: (63) 2 872 7330Fax: (63) 2 872 7330Email: [email protected]

Joint Venture Company

China/Hong KongTyre Pacific (HK) Limited13th Floor, Sandoz Centre, 178/182 Texaco Road,Tsuen Wan, N.T., Hong Kong SARTel: (852) 2407 8268Fax: (852) 2407 5020Email: [email protected]

Major Subsidiaries

Our ProductsMajor Brands

FalkenA brand renowed for itshigh performance passenger car tyres produced by SumitomoRubber Industries Co. Ltd, a major Japanese manufacturer.The brand also includes a full range of 4x4 tyres, light truckradial tyres as well as truck and bus radial tyres. SumitomoRubber Industries Co. Ltd also participates in an array of autoraces, providing tyres to entrants in competitions around theworld, including rallies held in Singapore and Malaysia. Wedistribute Falken tyres in South East Asia, China and the IndianSub-Continent.

ContinentalA high-end range of tyresengineered in Germanythat consists of passenger car radials, light truck radials,truck and bus radials, military, agricultural and industrialsolid tyres for commercial vehicles. Continental AG is alsoinvolved in supplying tyres for original equipmentmanufacturers (OEM). They are the OEM suppliers for bothpassenger cars and commercial vehicles for Porsche,BMW, Mercedes-Benz, Volkswagen and DAF. We marketContinental tyres in Singapore, Malaysia, Thailand, Brunei,Indonesia, Korea and China.

Toyo TiresA well-known brand producedby a fu l l l ine Japanesemanufacturer with the capacity to produce off-the-road tyresfor mining and construction equipment. They also produceindustrial tyres for port use, light truck radial tyres and truckbus radial tyres for commercial vehicles. We represent Toyocommercial and mining tyres in Singapore, Brunei, Malaysiaand Indonesia.

Stamford Sport Wheels (SSW)SSW is Stamford Tyres’ own brand of light alloy wheels thatare designed and produced by our wheel plant in Thailand.They are also contract manufactured in Taiwan. SSW alloywheels are manufactured using the latest Japanese Tilting Casting method andunder stringent quality control to ensure the best balance of aesthetics and performance.All wheels are manufactured in accordance to internationally recognised qualitystandards (VIA/JWL). SSW alloy wheels are tailored for passenger cars and 4x4vehicles with rim sizes ranging from 13” to 22”.

Sumo FirenzaThe Sumo Firenza line is a new range oftruck and bus radial tyres covering tubetype and tubeless type. The Sumo Firenza Truck Radial tyre comes in both Standardand Extra Load specifications. The Standard Load tyres are intended for the Americanand European markets, while the Extra Load tyres are designed for South East Asianand Middle Eastern markets where operating conditions are more demanding.Contract manufactured in Asia, the tyres provide superior, long-lasting quality evenon the toughest roads.

Sumo TireSumo Tire is a selection of light truck tyres, truck andbus tyres, agricultural tyres and off-the-road tyres ofAsian origin. These are our own designs and areconstructed to meet different operating conditions. The tyres are manufacturedaccording to Tyre and Rim Association (TRA) standards and are well-received bycustomers internationally.

FirenzaFirenza is a series of ultra high performancepassanger radial tyres contracted manufacturedby our principal supplier in Japan. It provides us with a wider area of distributioncoverage and are very popular in Australia, Taiwan, Hong Kong and Middle East.Stamford Tyres is committed to make this brand a success.

Proprietary Brands


Expanding the Business Horizon of ourInternational Distribution

The logic is simple. The Group should capitalise on its strength ininternational distribution to expand its business horizon for growth.

For Stamford Tyres, this means that its flagship tyre and wheeldistribution businesses will go beyond its established network ofbusiness links in over 30 countries.

The Group has firm working relationships with Sumitomo RubberIndustries Co. Ltd of Japan, Continental AG of Germany and ToyoTire & Rubber Co. Ltd of Japan. The Group's strong presence inAsia Pacific makes Stamford Tyres their strategic partner in distributingthe major brands of Falken, Dunlop, Continental and Toyo. Salesfrom these major brands will contribute to the organic growth ofthe Group.

With its proprietary Stamford Sport Wheels, Sumo, Firenza and SumoFirenza brands, the Group stretches its reach to customers worldwide.Leveraging on the existing international network, as well as new

potential markets, these brands will pave the way for incrementalsales for the Group

During the financial year under review, the Group madesignificant inroads into new markets in India as well as theMiddle East and Europe.

Sales for both international and proprietary brands were aided byfocused marketing efforts through participation in international tradeshows and exhibitions. Personal interactions between our salespersonnel and customers in both new and existing markets fosteredbusiness activities. All these efforts generated increased brandawareness and encouraged stronger market acceptance.

The cumulative result of all these activities for FY2005 was a tyreand wheel distribution turnover of S$157 million. This marked anincrease of 3.1% from S$152 million in FY2004.

The Group expects a double-digit percentage increase in turnoverfrom the distribution business in the coming financial year. This isachievable because of their established global distribution network,which is continually expanding, as well as organic growth in salesfrom its major brands together with incremental sales from itsproprietary brands.

14

IntegratedConcept WithValue-AddedServicesThis business segment draws on the strength of each division from distribution, retail, fleet and tyremanagement, and supporting manufacturing functions, combining them into an integrated whole.The integrated concept will provide the capabilities for the Group to widen its markets in theinternational arena and deepen the value-added chain to meet the needs of its customers.

Behind the Blueprint: An Inside Focus on Stamford Tyres’ Operations


FY2004

FY2005

INTERNATIONAL DISTRIBUTION

S$157mS$152m


Retail Chains — The Vital Link

The retail chain operation is a vital part of this integrated concept.It allows the Group to maintain direct contact with the consumers,understand the changing dynamics of the market and to respondappropriately as trends evolve.

This operation was instrumental in showcasing its international brandsto end-users. It complements the Group's distribution and manufacturingactivities. More importantly, this value-added activity serves to enhance theGroup's overall profit margins. As apublic listed company, it also buildsup the Stamford Tyres image makingit a "household" name in the tyre andwheel market.

With 26 retail marts located acrossSouth East Asia and North Asia,customers are able to experiencea "One-Stop Auto Service Centre"that caters to all their tyre andmotoring needs. At these retail facilities, customers enjoy a choiceof a full range of tyres, wheels and accessories as well as carservicing and repair.

Customers are also rewarded through the "In-Tune" Club loyaltyprogramme. The loyalty programme currently has close to 30,000members. These members enjoy special privileges at StamfordTyres outlets, regular car and tyre maintenance information, aswell as professional advice on matters pertaining to tyres throughthe Group's online portal.

In addition, members also benefit from discounts on magazinesubscriptions and dining places. This is another example ofhow the Group harnesses on its strength and engages in jointmarketing activities with partners in other industries for mutualbenefits.

Following the success of their retail chains in Singapore and Malaysia,tyre marts were established in Thailand, Indonesia and China.

Going the Extra Mile with Total TyreManagement Services

To the commercial fleet vehicle owners in Singapore, Malaysia,Indonesia and China, Stamford Tyres is no stranger. The Groupoffers them fleet and mining tyre management services, whichis part of the Group's integrated concept of value-added services.

These value-added services provide them with expert consultancyand maintenance services for their tyres. By leveraging on the

Group's competence in tyres,fleet owners are able to reducethe cost per kilometre of tyretravelled thereby lowering theiroperating cost.

Complementing this service arethe Group's retreading plantslocated in Singapore, Malaysiaand Indonesia. Retreading extendsthe life span of tyres, which meansfurther cost savings.

In Singapore, satisfied fleet vehicle customers include the Portof Singapore Authority (PSA), SembWaste and Colex. Overseasclients like PT Inco, a major mining company in South SulawesiIndonesia, and other clients from Malaysia, Thailand and Chinaare similarly supported by the Stamford Tyres' technicallycompetent commercial fleet team.

With the boom in the mining industry, supply of Off-the-Road(OTR) tyres remained tight. Despite this, Stamford Tyres wasable to successfully meet customers' demand and address thenegative impact of an OTR tyre shortage in FY2005. Thisresulted in a commendable increase in turnover from S$11.7million to S$19.8 million for this sector. While the OTR tyreshortage is expected to prevail till 2007, Stamford Tyres isworking to expand its OTR tyre supply capacity. This willcomplement the Group's tyre management services – anotherexample of how the Group draws on its strength and taps onnew opportunities for growth.

16

RETAIL AND FLEET

S$34mS$37m

East Coast Tyre Mart355 East Coast RoadCaltex Service StationSingapore 428972Tel: 6342-0981, Fax: 6342-0978

Dunearn Tyre Mart130 Dunearn RoadCaltex Service StqtionSingapore 309436Tel: 6251-6055, Fax: 6251-6544

Tyre Workshops in Car Distribution Centres

Kah Motor Company Sdn Bhd (Honda)370 Ubi Road 3 Singapore 408651Tel: (65) 6840 6734

Regent Motors Ltd (Ford)1 Ubi Road 4 Singapore 408607Tel: (65) 6746 8880

Performance Motors Ltd (BMW)315 Alexandra Road #01-01Performance Centre Singapore 159944Tel: (65) 6319 0270

Performance Motors Ltd (Kampong Arang) (BMW)80 Kampong Arang Road, East Coast Centre,Singapore 438180Tel: (65) 6319 0888

Komoco Pte Ltd (Hyundai)253 Alexandra Road #01-01Singapore 159936Tel: (65) 6475 8888

Tan Chong & Sons Motors (Nissan)911 Bukit Timah Road Singapore 589622Tel: (65) 6463 4132

Mazda Motors Singapore Pte Ltd,PDC (Pre-Delivery Centre) (Mazda)Blk 167, Pasir Panjang Road,#01-17, Pasir Panjang DistriparkSingapore 118500Tel: (65) 6276 7798

Tyre Pluz

Hoe Tyres10 Braddell RoadSingapore 359899Tel: (65) 6282 8735

Hock Hua Hin Tyre Service319 Braddell RoadSingapore 579707Tel: (65) 6268 7077

Tyre House#01-176 Tyrwhitt RoadSingapore 207576Tel: (65) 6286 7002

Mega Marts

Jurong Mega Mart19 Lok Yang Way, JurongSingapore 628635Tel: 6262-3355, fax 6262-1494

Changi Mega Mart31 Loyang WaySingapore 508729Tel: 6542-23355, Fax: 6542-3066

Hougang Mega Mart120 Hougang Avenue 2Singapore 538858Tel: 6286-3355, Fax: 6286-6553

MacPherson Mega Mart455 MacPherson RoadSingapore 368173Tel: 6841-33355 Fax: 6742-8167

Leng Kee Mega Mart5 Chang Charn RoadSingapore 159634Tel: 6475-3355, Fax: 6475-5275

Woodlands Mega Mart10 Admiralty Street#01-85 Northlink BuildingSingapore 757695Tel: 6555-3355, Fax: 6853-3145

Bukit Batok Mega Mart50 Bukit Batok Street 23#02-19 Midview BuildingSingapore 659578Tel: 6261-3355, Fax: 6567-1870

Tyre Marts

Balestier Tyre Mart207 Balestier Road#01-13 Balestier TowerSingapore 329683Tel: 6256-3337, Fax: 6256-8467

Jalan Ahmad Ibrahim Tyre Mart400 Jalan Ahmad IbrahimCaltex Service StationSingapore 619595Tel: 6262-0489

Thomson Tyre Mart553 Upper Thomson RoadEsso Service StationSingapore 574416Tel: 6752-8769, Fax: 6452-2532


With close to a year since SSW was rolled from its spanking hightech factory in Thailand, the Group has already commissioned twoproduction lines with an estimated total commercial production of35,000 to 40,000 alloy wheels per month. All equipment in thefactory is automated and computerised, and each production stepclosely monitored and controlled by a team of engineers fromSingapore, Taiwan and Japan.

The Group is also working together with SIMTech (Singapore Instituteof Manufacturing Technology), a research institute of A*STAR(Agency for Science, Technology and Research, Singapore) toensure that the wheels were manufactured to exacting standards.As a result, the Group has obtained numerous quality accreditationsfrom Japan and Europe for these wheels.

The design of the wheels is an important element to the success ofSSW. The SSW team travels extensively to monitor and understandmarket design trends. This research was translated into over 30wheel designs that were introduced globally through the Group'sretail chain and international distribution network.

In addition, an in-depth understanding of the wheel designtrends helped the Group to anticipate demand. To minimisethe risk of over-production, the small-lot production strategyadopted by SSW allows them to respond quickly to changingmarket needs.

There is strong indication to suggest a quick success for SSW. Itholds promise to be a strong revenue source for the Group.

18

The Wheel Deal

Through tyre outsource contract manufacturing with dependable manufacturers, Stamford Tyreswill leverage on its decades of tyre expertise, experience and product knowledge to build qualitytyre products under the Group's proprietary Sumo, Sumo Firenza and Firenza brands. StamfordTyres' In-house tyre technical advisers and tyre engineers also research, design and develop the

ideal tyre that cater to individual market requirements therefore ensuring there is no compromise.

These tyres are distributed through the Group's established international network to meet the needsof the market, especially in developed countries for radial tyres, developing countries for its bias

tyres and for multiple markets across the globe. This is an effective way to mimimise the Group's capitalexpenditure commitment and a better alternative to owning and operating a tyre manufacturing facilitybut not compromising on quality.

Since the wheels were introduced into the market in early 2005, SSW is gaining market acceptanceas one of the more popular high-end wheel choices.

By entering into tyre outsource contract manufacturing, it provides StamfordTyres the opportunity to develop its own proprietary brands. This providesa wider product range for the Group to offer its customers. Also, it opensup new markets. This is yet another example of the evolution process.

Behind the Blueprint: Manufacturing Activities I

The Powerof Tyre Contract Manufacturing

Behind the Blueprint: Manufacturing Activities II


Stamford in the News

� �

�TheEdge Singapore | Monday, May 30, 2005


� The Business Times | Thursday, December 9, 2004

� The Business Times | Wednesday, June 29, 2004

The Business Times | Wednesday, December 1, 2004

�


Stamford in the News

� The Business Times | Saturday-Sunday, April 2-3, 2005

The Business Times | Wednesday, December 1, 2005 �

22


Vol. 258 Shares InvestmentFacts & Figures

11/07/2005 to 24/07/2005

��

23


We provide the best service and technicaladvice on off-the-road tyres to port authorities,mining, logging and construction companiesthroughout the region.

STAMFORD TYRES CORPORATION LIMITED AND SUBSIDIARY COMPANIES

FINANCIAL REPORTPage 26–92

26 Report on Corporate Governance

34 Report of the Directors

37 Statement by Directors

38 Auditors’ Report

39 Consolidated Profit and Loss Account

40 Balance Sheet

41 Consolidated Statement of Changes in Equity

42 Consolidated Statement of Cash Flow

43 Notes to the Financial Statements

82 List of Major Properties

83 Statistics of Shareholdings

84 List of Substantial Shareholders

85 Statistics of Warrantholdings

86 Notice of Annual General Meeting

89 Proxy Form


Stamford Tyres Corporation Limited

The Company is committed to high standards of corporate governance. Good corporate governance establishes and maintains a legal and ethical environment in which the Group strives to preserve the interest of all stakeholders. This Report describes the Company’s corporate governance practices with specific reference to the Code of Corporate Governance (“Code”), pursuant to Rule 710(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”).

Board Matters

Principle 1 : Board’s Conduct of its Affairs

The Board oversees the business affairs of the Group, approves the Group’s strategic plans, key business initiatives, major investment and funding decisions. It also monitors and evaluates the Group’s operations and financial performance. These functions are carried by the Board directly or through committees of the Board which have been set up to support its functions.

The Board met 4 times during the financial year to review, consider and approve strategic, operational and financial matters, as well as to supervise senior management. In between the meetings, important matters concerning the Group are put to the Board for its decision by circulating resolution-in-writing for the directors’ approval.

Directors are briefed on regulatory changes, especially those on the Company’s or director’s disclosure obligations. In order to ensure that the Board is able to fulfil its responsibilities, prior to the Board meetings, the Management provides the Board with information containing relevant background or explanatory information required to support the decision-making process.

Newly-appointed directors will be given briefings by the Management on the business activities of the Group and its strategic directions as well as its corporate governance practices.

Principle 2 : Board’s Composition and Balance

The Board comprises :

Non-executive directorsChua Kim Yeow ChairmanDr Kwok Weng FaiTay Puan SiongSam Chong KeenGoh Chee WeeMichael David Nesbitt

Executive directorsWee Kok Wah PresidentDawn Wee Wai Ying Executive Vice President

The Board considers the Board’s present size and composition appropriate taking into account the nature and scope of the Group’s operations, the depth and breadth of knowledge, expertise and business experiences of the directors to govern and manage the Group’s affairs and that two-thirds of the Board is independent.

The Board has no dissenting view on the President’s Letter to Shareholders for the financial year in review.

Corporate Governance Report

STAMFORD TYRES CORPORATION LIMITED Annual Report 2005 STAMFORD TYRES CORPORATION LIMITED Annual Report 2005 27

Principle 3 : Chairman and President

The roles of Chairman and President are separate.

The Chairman assumes the responsibilities of scheduling and preparing agendas for Board meetings and exercises control over the quality, quantity and timeliness of information flow between the Board and Management.

The President provides overall vision and strategic guidance and bears full executive responsibility for the Group’s operations.

Principle 4 to 5 :

- Board Membership- Board Performance

The Nominating Committee comprises : Sam Chong Keen ChairmanTay Puan SiongMichael David Nesbitt

The Nominating Committee recommends all appointments and re-nominations of directors to the Board and Board committees. The Company’s Articles of Association provide for one-third of the directors, to retire by rotation and be subject to re-election at every Annual General Meeting. A newly appointed director must also subject himself for retirement and re-election at the annual general meeting immediately following his appointment.

The Nominating Committee also determines the independence of directors and evaluates and assesses the effectiveness of the Board taking into consideration appropriate performance criteria.

The Board, through the delegation of its authority to the Nominating Committee, has used its best efforts to ensure that directors appointed to the Board possess the background, experience and knowledge in technology, business, finance and management skills critical to the Group’s businesses and that each director, through his unique contributions, brings to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made.

Principle 6 : Access to Information

Directors are given full access to the management team and company secretary, all Board and Board committees’ minutes and all approval and information papers. Where a decision has to be made before a formal Board meeting is scheduled, a circulating Directors Resolution is done in accordance with the Company’s Articles of Association and all necessary information is provided. The Company supports the directors, either individually or as a group, if they require independent professional advice in furthering their duties to the Company. The company secretary attends Board meetings of the Company.

Corporate Governance Report (cont’d)


Remuneration Matters

Principle 7 to 9 :

- Procedures for Developing Remuneration Policies- Level and Mix of Remuneration- Remuneration Committee

The Remuneration Committee comprises :Chua Kim Yeow ChairmanSam Chong KeenGoh Chee Wee

This committee reviews the remuneration packages needed to retain and motivate the Group’s employees. It also administers the Company’s employee share option scheme. No member of the committee shall be involved in any deliberation or decision making in respect of any compensation to be offered or granted to him/her.

The review of specific remuneration packages includes fees, salaries, bonuses and incentives. Executive directors have service contracts which include terms for termination under appropriate notice. Non-executive directors are remunerated based on basic fees for serving on the Board and Board committees. Such fees are recommended for approval by shareholders as a lump sum payment at the Annual General Meeting.

The Remuneration Committee has access to expert professional advice on remuneration matters whenever there is a need to obtain such advice.

Details of the Company’s Employee Share Option Scheme is provided in the Report of the Directors.

Breakdown of directors’ remuneration (in percentage terms) : Fixed Performance- salary related Director’s and benefits bonuses fees Total % % % %

Chua Kim Yeow – – 100 100 Wee Kok Wah 52 48 – 100Dawn Wee Wai Ying 73 27 – 100Dr. Kwok Weng Fai – – 100 100Tay Puan Siong – – 100 100Sam Chong Keen – – 100 100Goh Chee Wee – – 100 100Michael David Nesbitt – – 100 100

Number of directors in remuneration bands : Executive directors Non-executive directors 2005 2004 2005 2004

$500,000 and above 1 2 – –$250,000 to $499,999 1 – – –Below $250,000 – – 6 6 2 2 6 6




Number of key management in remuneration bands :

The Code requires the remuneration of at least the top 5 key executives who are also not directors to be disclosed. The Group believes that such information is confidential and could be disadvantageous to its business interest. The Group has instead presented the remuneration of the top 5 executives in bands of $250,000 as below : 2005 2004

$250,000 to $499,999 – –Below $250,000 5 5 5 5

Immediate family members of directors :

Number of employees who are immediate family members of the Chairman and President in remuneration bands : 2005 2004

$500,000 to $749,999 – –Below $250,000 2 2

2 2

Accountability and Audit

Principle 10 to 13 :

- Accountability- Audit Committee- Internal Controls- Internal Audit

The Audit Committee comprises: Tay Puan Siong ChairmanSam Chong Keen Chua Kim Yeow

In the course of the financial year, the Committee held 4 meetings and performed, inter-alia, the following functions :

1. review the audit plan with the external auditor;2. review with the external auditor their evaluation of internal financial controls with Management’s response thereon;3. review the assistance given by the Company’s officers to the external and internal auditors;4. review the scope and results of internal audit procedures;5. review the financial statements of the Company and the Group before their submission to the Board, together with the external auditor’s report thereon;6. nomination of external auditor; and7. review of interested person transactions.



Half year and full year results are reviewed by the Audit Committee prior to their submission to the Board as are interested person transactions.

The Audit Committee has full access to and co-operation by the Company’s management and the internal and external auditors and has full discretion to invite any director or executive officer to attend its meetings. The auditors have unrestricted access to the Audit Committee. Provision is made at least once annually for the Audit Committee to meet with the external and internal auditors without the presence of Management. The Audit Committee has reasonable resources to enable it to discharge its functions properly.

The Audit Committee may examine whatever aspects it deems appropriate of the Group’s financial affairs, its internal and external audits and its exposure to risks of a regulatory or legal nature. It keeps under review the effectiveness of the Company’s system of accounting and internal financial controls, for which the directors are responsible. It also keeps under review the Company’s programme to monitor compliance with its legal, regulatory and contractual obligations.

The Audit Committee overseas the internal audit function of the Group, which has been outsourced to an external professional firm. The primary line of reporting is to the Chairman of the Audit Committee. The Audit Committee reviews and approves the internal audit plan proposed by the internal auditors.

The Group’s system of internal control is designed to manage the risk of internal to achieve business objectives. The review of the Group’s system of internal control is a continuing process. Based on the internal audit reports reviewed by the Audit Committee and management controls in place, the Audit Committee is satisfied that there are adequate internal control systems within the Group.

The Board acknowledges its overall responsibility for ensuring that there is a sound system of internal control and is satisfied that there is no significant weaknesses in the system of internal control of the Group that may result in material loss to the Group.

Having undertaken a review of non-audit services rendered by the external auditors during the financial year, the Audit Committee is satisfied with the independence and objectivity of the external auditors and recommends to the Board the reappointment of Messrs Ernst & Young as the external auditors.

Risk Management Policies

The Group has set up objectives to manage the risks that arise from the normal course of its operations. The significant risks are summarised below :

(i) General business risk

The Group’s major business is distribution of tyres and wheels. The Group is reliant on a few key suppliers for the supply of certain major brand of tyres. Some of these suppliers have granted exclusive distribution rights. Although we have a strong relationship with the principals (some exceeding 30 years), there is no assurance that the principals will continue to appoint us as their exclusive distribution agent in the future. Should any of the major principals decide to discontinue the distribution rights in the future, the Group could lose some of its market share and this could then have adverse financial impact on the Group. To mitigate this risk, the Group has been focusing in developing its own range of ‘in-house’ brands like SSW, Sumo, Firenza and Sumo-Firenza to become less reliant on its principals.



As in any other business environment, the Group’s assets are exposed to various risk arising from normal operations and natural disasters. Especially, our inventory is highly flammable and susceptible to the risk of fire. It is the Group’s practice to annually assess these risks and/or exposure to ensure that the Group is protected from potential monetary loss. In addition to other preventive measures, the Group ensures that adequate insurance coverage is maintained at all times to mitigate such risk except where the cost of insuring the asset is considered prohibitive in relation to the risks identified.

(ii) Product liability claims

The Group is exposed to claims from its customers from products sold by the Group which contain defects or found to be unfit for their intended use. The Group may be required to make financial compensation to its customers in such circumstances. The Group’s principals are well established in the market place and their products are usually tested for safety before being marketed. The Group continues to spend considerable effort in ensuring the quality of its products and services. The Group provides its employees with relevant trainings, on a regular basis, to uphold the quality of services provided to its customers. The Group has no history of any significant claim made by its customers.

(iii) Credit and inventory risk

The Group faces normal business risks associated with collection of trade receivables and inventory obsolescence. The Group’s exposure to credit risks arises mainly from sales made to distributors and retailers in various geographical locations. The Group has tight credit control policies and procedures to evaluate the credit worthiness of customers before credit is granted and to prevent significant concentration of credit risk. The Group also has adequate policies and procedures to minimise the risk of inventory obsolescence. The risk of inventory obsolescence may arise from change in consumer preference and technology. It is the Group’s policy to maintain optimum inventory level at all times. Inventory level is monitored regularly and slow moving inventories are quickly identified for early disposal. The Group has also put in place a ‘supply chain management’ system to procure inventories in an effective manner to prevent excess inventories on hand.

The financial risk management objectives and policies are discussed in Note 34 to the financial statements.

Communication with Shareholders

Principle 14 to 15 :

- Communication with Shareholders- Greater Shareholder Participation

The Company believes that a high standard of disclosure is key to raise the level of corporate governance. Accordingly, the Company adopts a policy of giving full disclosure in all public announcements, press releases and annual report.

Shareholders are kept informed of the developments in the Group’s businesses and operations through announcements via SGXnet as well as through the annual report. Announcements are made as soon as possible to ensure timely dissemination of the information to shareholders and the public.



The participation of shareholders is encouraged at the Company’s general meetings. The Board and Management are on hand at these meetings to address any question that shareholders may have concerning the Company. The external auditors are also present to assist the Board in answering the relevant shareholders’ queries.

To facilitate voting by shareholders, the Company’s Articles allow shareholders to vote by proxies. Proxy forms can be sent to the Company by mail. At the annual general meetings, each distinct issue is voted via separate resolutions.

Internal Code on Dealings with Securities

Besides the Board of Directors, Audit Committee and Remuneration Committee, the Company has also put in place an internal code on dealings with securities, (“Code”). This “Code” has been issued to directors and employees setting out the implications on insider trading.

The Code prohibits the dealings in securities of the Company by directors and employees while in possession of price-sensitive information, and during the period beginning one month before the announcement of the annual and half yearly results, and ending on the date of announcement.

It also discourages dealings on short-term considerations. Directors are required to report securities dealings to the company secretary who will assist to make the necessary announcements.

Interested Person Transactions

There were no significant interested person transactions conducted during the current financial year.


Board Composition

Board Audit Nominating Remuneration Committee Committee Committee

Chua Kim Yeow Chairman Member – ChairmanWee Kok Wah President – – –Dawn Wee Wai Ying Executive Vice – – – President – – –Kwok Weng Fai Member – – –Tay Puan Siong Member Chairman Member –Sam Chong Keen Member Member Chairman MemberGoh Chee Wee Member – – MemberMichael David Nesbitt Member – Member –

Directors’ Attendance at Board & Committee Meetings held since May 2004

Board of Audit Nominating Remuneration Directors Committee Committee Committee No. of No. of No. of No. of No. of No. of No. of No. of Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings Held* Attended Held* Attended Held* Attended Held* Attended

Chua Kim Yeow 4 2 4 2 – – 1 1Wee Kok Wah 4 4 – – – – – –Dawn Wee Wai Ying 4 4 – – – – – –Kwok Weng Fai 4 4 – – – – – –Tay Puan Siong 4 3 4 3 1 1 – –Sam Chong Keen 4 4 4 4 1 1 1 1Goh Chee Wee 4 4 – – – – 1 1 Michael David Nesbitt 4 4 – – 1 1 – –


The directors have pleasure in presenting their report together with the audited financial statements of Stamford Tyres Corporation Limited (the “Company”) and its subsidiary companies (the “Group”) for the financial year ended 30 April 2005.

Directors of the CompanyThe names of the directors of the Company in office at the date of this report are :

Chua Kim Yeow ChairmanWee Kok Wah PresidentDawn Wee Wai Ying Executive Vice PresidentDr Kwok Weng FaiTay Puan SiongSam Chong KeenGoh Chee WeeMichael David Nesbitt

The following directors who held office at the end of the financial year had, according to the register required to be kept under Section 164 of the Singapore Companies Act, Cap. 50, (the “Act”) an interest in shares of the Company, as stated below :

Direct Interest Deemed Interest At beginning of At end of At beginning of At end of financial year financial year financial year financial year

Name of director Ordinary shares of $0.10 each

Chua Kim Yeow – – 230,000 230,000Wee Kok Wah 9,107,353 13,210,252 57,051,319 57,051,319Dawn Wee Wai Ying 3,887,567 11,887,567 62,271,105 58,374,004 Dr Kwok Weng Fai 2,778,810 2,778,810 – –

Warrant 2007

Wee Kok Wah 18,334,367 14,231,468 – – Dawn Wee Wai Ying – – 18,334,367 14,231,468Dr Kwok Weng Fai 1,250 1,250 – –

There was no change in any of the abovementioned interests between the end of the financial year and 21 May 2005.

By virtue of Section 7 of the Act, Wee Kok Wah and Dawn Wee Wai Ying are deemed to have an interest in the ordinary shares of all the subsidiary companies at the beginning and at the end of the financial year.

No other director who held office at the end of the financial year had an interest in shares or debentures of the Company’s subsidiary companies.

Report of the Directors


Except as disclosed in the financial statements, since the end of the previous financial year, no director has received or has become entitled to receive benefits under contracts required to be disclosed by Section 201(8) of the Act.

Except as disclosed above, neither at the end of the financial year, nor at any time during the financial year, did there subsist any arrangements, to which the Company is a party, whereby directors might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

Share options and warrants to subscribe for ordinary shares

(i) Share options

On 22 June 2001, the shareholders approved the STC Share Option Scheme 2001 (the “Scheme”). The Scheme is open to full-time confirmed employees, executive and non-executive directors, but not controlling shareholders or their associates of the Company, and entitles the option holders to exercise their options and subscribe for new ordinary shares in the Company either at the market price or at a price set at a discount not exceeding 20% of the market price. Market price is equal to the average last dealt price of the share for 3 consecutive trading days immediately preceding the offer date.

Options granted with the exercise price set at market price may be exercised after the first anniversary of the offer date. Options granted with the exercise price set at a discount to market price may only be exercised after the second anniversary of the offer date. Executive options granted under the Scheme are exercisable for a period of 10 years whereas non-executive options are exercisable for a period of 5 years from the offer date.

The total number of shares that may be issued shall not exceed 15% of the issued share capital of the Company.

The Scheme is administered by members of the Company’s Remuneration Committee.

During the financial year, the Company issued 25,000 ordinary shares of $0.10 each upon the exercise of 25,000 share options at exercise prices of $0.126 per share.

There were no outstanding share options as at 30 April 2005.

None of the directors and controlling shareholders of the Company has been granted options under the Scheme and none of the employees who participated in the Scheme has received 5% or more of the total number of options available under the Scheme.

(ii) Warrant 2007

Warrant 2007 were issued pursuant to an Abridged Prospectus dated 28 January 2002.

During the financial year, the Company issued 7,389,399 ordinary shares of $0.10 each upon the exercise of 7,389,399 Warrant 2007 at the exercise price of $0.10 per share.

As at 30 April 2005, the holders of the warrants are entitled to subscribe for 19,900,868 new ordinary shares of $0.10 in the Company at an exercise price of $0.10 per share at any time up to 21 February 2007.

The above options and warrant do not allow the holders to participate in any share issue of any other company in the Group.

Report of the Directors (cont’d)


Material contracts of the Company and its subsidiary companies

There were no material contracts (or loans) entered into by the Company and/or its subsidiary companies with the directors or chief executive officer or substantial shareholders of the Company which were still subsisting at the end of the financial year under review, or if not then subsisting, entered into since the end of the previous financial year.

Audit Committee

The Audit Committee performed the functions specified in the Act. The functions performed are detailed in the Report on Corporate Governance.

Auditors

The auditors, Ernst & Young, Certified Public Accountants, have expressed their willingness to accept re-appointment.

On behalf of the Board,

Wee Kok WahDirector

Dawn Wee Wai YingDirector

Singapore15 July 2005

Report of the Directors (cont’d)


We, Wee Kok Wah and Dawn Wee Wai Ying, being two of the directors of Stamford Tyres Corporation Limited, do hereby state that, in the opinion of the directors :

(a) the accompanying balance sheets, consolidated profit and loss account, consolidated statement of changes in equity and consolidated statement of cash flow together with notes thereto are drawn up so as to give a true and fair view of the state of affairs of Stamford Tyres Corporation Limited (the “Company”) and its subsidiary companies (the “Group”) as at 30 April 2005, and of the results of the business, changes in equity and cash flows of the Group for the year then ended; and

(b) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the Board,

Wee Kok WahDirector

Dawn Wee Wai YingDirector


Statement by Directors Pursuant to Section 201(15) of the Singapore Companies Act, Cap. 50.


Auditors’ Report to the Members of Stamford Tyres Corporation Limited

We have audited the accompanying financial statements of Stamford Tyres Corporation Limited (the “Company”) and its subsidiary companies (the “Group”) set out on pages 39 to 81 for the financial year ended 30 April 2005. These financial statements are the responsibility of the Company’s directors. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we 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 the directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion,

(a) the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn up in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 April 2005, and the results, changes in equity and cash flows of the Group for the financial year ended on that date; and

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

ERNST & YOUNGCertified Public Accountants



(In Singapore dollars) Note 2005 2004 $’000 $’000

Revenue 3 191,293 189,779Other revenue 4 288 226

Total revenue 191,581 190,005

Less : Costs and expenditureCost of raw materials and goods sold 138,811 138,805Salaries and employees benefits 15,473 14,409Marketing and promotion 5,579 5,374Utilities, repairs and maintenance 4,583 4,027Amortisation and depreciation 4,424 3,647Operating lease rentals 1,783 1,287Other operating expenses 5,779 5,646

Total expenditure (176,432) (173,195)

Profit from operating activities 5 15,149 16,810Finance costs 6 (2,944) (2,453)Share of losses of an associated company (642) (9)

Profit before taxation 11,563 14,348Taxation 7 (2,893) (2,788)

Profit after taxation 8,670 11,560Minority interests (62) (16)

Profit for the financial year attributable to the shareholders of the Company 8,608 11,544

Earnings per share : 8– basic (cents) 4.15 6.23

– diluted (cents) 3.82 5.19

The accounting policies and explanatory notes on pages 43 to 81 form an integral part of the financial statements.

Consolidated Profit and Loss Account for the year ended 30 April 2005


(In Singapore dollars) Group Company Note 2005 2004 2005 2004

$’000 $’000 $’000 $’000

Non-current assetsProperty, plant and equipment 9 51,417 45,735 – – Subsidiary companies 10 – – 39,374 35,252Joint venture company 11 – – 1,571 1,571Associated companies 12 1,642 2,306 72 72Intangible assets 13 28 26 – – Other non-current asset 14 41 53 – – Deferred tax assets 24 1,424 440 – – 54,552 48,560 41,017 36,895

Current assets Inventories 15 62,338 52,657 – – Trade receivables 16 63,804 56,669 – – Other receivables 17 4,944 3,398 1,568 4,154Marketable securities 18 15 5 – – Cash and bank balances 13,817 20,828 124 541 144,918 133,557 1,692 4,695

Less : Current liabilitiesTrade payables 24,916 19,192 – – Trust receipts (secured) 19 39,176 46,355 – – Other payables 20 9,497 10,646 468 386Short-term loans (secured) 21 8,829 4,615 – – Hire purchase liabilities 22 255 279 – – Provision for taxation 3,849 4,239 140 66 86,522 85,326 608 452

Net current assets 58,396 48,231 1,084 4,243

Non-current liabilitiesHire purchase liabilities 22 526 546 – – Long-term loans (secured) 23 43,246 32,100 – – Deferred tax liabilities 24 724 616 – –

(44,496) (33,262) – – 68,452 63,529 42,101 41,138

EquityShare capital 25 21,082 20,341 21,082 20,341Reserves 47,143 43,016 21,019 20,797 68,225 63,357 42,101 41,138Minority interests 227 172 – – 68,452 63,529 42,101 41,138


Balance Sheets as at 30 April 2005


(In Singapore dollars) Foreign currency Share Share Capital Revenue translation capital premium reserve reserve reserve Total $’000 $’000 $’000 $’000 $’000 $’000

GroupBalance at 1 May 2003 15,295 9,857 759 23,555 (184) 49,282Issue of ordinary shares on exercise of share options and Warrant 2007 (Note 25) 5,046 148 – – – 5,194Transfer from capital reserve as a result of exercise of Warrant 2007 (Note 28) – 384 (384) – – – Dividend (Note 29) – – – (2,107) – (2,107)Profit for the financial year attributable to the shareholders of the Company – – – 11,544 – 11,544Translation adjustments arising on consolidation – – – – (556) (556)

Balance at 30 April 2004 20,341 10,389 375 32,992 (740) 63,357Issue of ordinary shares on exercise of share options and Warrant 2007 (Note 25) 741 1 – – – 742Transfer from capital reserve as a result of exercise of Warrant 2007 (Note 28) – 63 (63) – – – Dividend (Note 29) – – – (3,304) – (3,304)Profit for the financial year attributable to the shareholders of the Company – – – 8,608 – 8,608Translation adjustments arising on consolidation – – – – (1,178) (1,178)

Balance at 30 April 2005 21,082 10,453 312 38,296 (1,918) 68,225

The details of the movement in reserves of the Company are set out in Note 26 to the financial statements.


Consolidated Statement of Changes in Equity for the year ended 30 April 2005


Consolidated Statement of Cash Flowfor the year ended 30 April 2005

(In Singapore dollars) 2005 2004 $’000 $’000 Cash flows from operating activities : Profit from operating activities 15,149 16,810Adjustments for : Depreciation of property, plant and equipment 4,384 3,361 Property, plant and equipment written off – 109 Impairment reversal on property, plant and equipment – (166) Gain on disposal of property, plant and equipment (193) (40) Provision for diminution on other investment 11 – Amortisation of intangible assets 40 286 Gain on disposal of marketable securities – (5) Loss arising from acquisition of a subsidiary company 146 – Interest income (81) (101) Foreign currency translation adjustment (255) (49)

Operating profit before reinvestment in working capital 19,201 20,205Increase in inventories (9,681) (12,225)Increase in receivables (8,767) (8,984)Increase in payables 4,120 3,538

Cash generated from operations 4,873 2,534Interest received 81 101Interest paid (2,854) (1,918)Income tax paid (4,159) (2,239)

Net cash used in operating activities (2,059) (1,522)

Cash flows from investing activities :Additions to property, plant and equipment (10,631) (8,969)Proceeds from disposal of marketable securities – 15Proceeds from disposal of property, plant and equipment 416 414Additions to intangible assets (42) (2)Investment in associated companies – (2,046) Additions to marketable securities (10) – Net cash flow from the acquisition of a subsidiary company, net of cash acquired (Note 30) 5 –

Net cash used in investing activities (10,262) (10,588)

Cash flows from financing activities :Repayment of hire purchase liabilities (306) (344)Repayment of long-term loans (1,678) (6,847)(Repayment of)/proceeds from trust receipts (7,179) 20,050 Proceeds from long-term loans 14,126 3,966 Proceeds from issue of shares 742 5,194Dividend paid (3,304) (2,107)

Net cash provided by financing activities 2,401 19,912

Net (decrease)/increase in cash and cash equivalents (9,920) 7,802Cash and cash equivalents at beginning of financial year (Note 30) 18,699 11,080Exchange rate adjustment to cash and cash equivalents at beginning of financial year (3) (183)

Cash and cash equivalents at end of financial year (Note 30) 8,776 18,699



Notes to the Financial Statements30 April 2005(In Singapore Dollars)

1. Corporation information

Stamford Tyres Corporation Limited is a limited liability company incorporated in Singapore. Its registered office is at 19 Lok Yang Way, Singapore 628635.

The principal activity of the Company is that of an investment holding company and the principal activities of the subsidiary companies consist of wholesale and retail of tyres and wheels, tyre retreading, equipment trading, the servicing of motor vehicles and manufacturing and sale of aluminium alloy wheels.

The Group operates in 9 countries and had 653 employees (2004 : 430) as at 30 April 2005. The Company had no employees as at 30 April 2005 and 2004.

2. Summary of significant accounting policies

(a) Basis of preparation

The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”) as required by the Singapore Companies Act, Cap. 50 (the “Act”).

The accounting policies have been consistently applied by the Company and Group and are consistent with those used in the previous year.

The financial statements have been prepared on a historical cost basis and are presented in Singapore Dollars ($).

(b) Basis of consolidation

The financial statements of the Group incorporate the audited financial statements of the Company, its subsidiary companies and the joint venture company to the end of the financial year except for those subsidiary companies that are not required to be audited under the laws of their country of incorporation. In such cases, the unaudited financial statements are used for the purposes of consolidation into the financial statements of the Group.

The results of subsidiary companies acquired or disposed of during the financial year are included in or excluded from the respective dates of acquisition or disposal as applicable. Inter-company balances and transactions and the resulting unrealised profits are eliminated in full on consolidation.

Assets, liabilities and results of overseas subsidiary companies are translated into Singapore dollars on the basis outlined in Note 2(u).


(c) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured :

– Revenue from sale of goods is recognised upon passage of title to the customers, which generally coincides with their delivery and acceptance, net of goods and services tax, and sales returns. Revenue from the provision of services is recognised when the services have been performed. Revenue from the rental of tyres is recognised based on the usage of tyres by customers.

– Volume rebates from suppliers for purchases made during the financial year is deducted from the cost of inventory if the goods remain unsold at the balance sheet date or credited against cost of goods sold in the profit and loss account if the goods have been sold at the balance sheet date.

– Advertising and promotional rebates from suppliers are recognised as follows :

– those that are determined based on the amount of purchases made during the financial year are credited against marketing and promotion expenses in the profit and loss account; and

– those that are reimbursed at the discretion of the suppliers are credited against marketing and promotion expenses in the profit and loss account when these are received.

– Dividend income is recorded gross in profit and loss account in the financial year in which the Company and/or the Group’s right to receive payment has been established.

– Interest income is recognised on time proportion basis based on the principal outstanding and at the rates applicable.

(d) Depreciation of property, plant and equipment

Depreciation is calculated so as to write off the cost of the assets on a straight line basis over the expected useful lives of the assets concerned. The principal rates used for this purpose are :

Leasehold land and buildings – over their lease period, ranging from 1.7% to 5.0% per annumLeasehold improvements – 10% per annumMotor vehicles – 20% per annumPlant and equipment – 5% to 10% per annumComputer hardware and software – 331/3% per annum

No depreciation is provided on freehold land. No depreciation is provided for construction-in-progress until it is completed and put into use.

Notes to the Financial Statements (cont’d)30 April 2005(In Singapore Dollars)



(d) Depreciation of property, plant and equipment (cont’d)

A full year’s depreciation is charged in the financial year of acquisition. No depreciation is charged in the financial year of disposal. Fully depreciated assets are retained in the financial statements until they are no longer in use.

The useful life and depreciation method are reviewed annually to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment.

During the financial year, a subsidiary company changed the period of depreciation for a leasehold building from 64 years to 50 years and for office furniture and equipment from 10 years to 8 years to reflect more accurately the expected consumption pattern of economic benefits from these assets. The changes have resulted in an additional depreciation charge of $294,000 for the financial year.

(e) Borrowing costs

Interest on borrowings to finance the construction of properties and plants is capitalised. Interest is capitalised from the date work starts on the property to the date when substantially all the activites that are necessary to get the property ready for use are completed. Interest on other borrowings are recognised as expense in the period in which they are incurred. Interest differentials under interest rate swap arrangements are accrued and recorded in the profit and loss account as adjustments to the interest expense.

The interest prepaid on term loan is charged to the profit and loss account over the term of the loan.

(f) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. All items of property, plant and equipment are initially recorded at cost.

The initial cost of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use, any trade discounts and rebates are deducted in arriving at the purchase price. Expenditure incurred after the property, plant and equipment have been put into operation, such as repairs and maintenance and overhaul costs, is normally charged to the profit and loss account in the period in which the costs are incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of an item of property, plant and equipment beyond its originally assessed standard of performance, the expenditure is capitalised as an additional cost of property, plant and equipment.

When assets are sold or retired, their cost and accumulated depreciation are removed from the financial statements and any gain or loss resulting from their disposal is included in the profit and loss account.

(g) Subsidiary companies

In the financial statements of the Company, investments in subsidiary companies are stated at cost less provision for any diminution in value. Acquisition of subsidiary companies are accounted for using the purchase method of accounting. Details of the subsidiary companies are set out in Note 36.



(h) Joint venture company

Entities in which the Group holds an interest on a long-term basis and are jointly controlled by the Group with one or more parties under a contractual agreement are treated as joint ventures.

The Group’s interest in the joint venture company is included in the consolidated balance sheet and profit and loss account using the proportionate consolidation method, whereby the Group’s share of the joint venture company’s assets, liabilities, income and expenses are combined on a line by line basis with similar items in the consolidated financial statements.

In the financial statements of the Company, investment in joint venture company is stated at cost less provision for any diminution in value. Details of the joint venture company are set out in Note 36.

(i) Associated companies

An associated company is defined as a company, not being a subsidiary company, in which the Group has a long-term interest of not less than 20% of the equity and in whose financial and operating policy decisions the Group exercises significant influence.

The Group’s share of the results of associated companies is included in the consolidated profit and loss account. The Group’s share of the post-acquisition reserves of associated companies is included in the investments in the consolidated balance sheet. When the Group’s share of post-acquisition losses exceeds the carrying amount of the respective investment, the investment is reported at nil value and recognition of losses is discontinued except to the extent of the Group’s commitment.

Where the audited financial statements of these associated companies are not co-terminous with those of the Group, the share of profits is arrived at from the last audited financial statements available and unaudited management financial statements to the end of the accounting period.

In the financial statements of the Company, investments in associated companies are stated at cost less provision for any diminution in value. Details of the associated companies are set out in Note 36.

(j) Intangible assets

(i) Computer software

Software are stated at cost less accumulated amortisation and any impairment loss. The cost is amortised on a straight line basis over 3 years from the date the software is made available for use.

(ii) Goodwill

Goodwill represents the excess of the fair value of the consideration given over the fair value of the identifiable net assets of subsidiary, joint venture and associated companies when acquired. Positive goodwill is amortised through the consolidated profit and loss account on a straight line basis over its useful economic life up to a maximum of 20 years, determined on individual basis. Goodwill which is assessed as having no continuing economic value is written off to the consolidated profit and loss account.


(j) Intangible assets (cont’d)

(iii) Others

Preliminary, pre-operating expenses and research and development costs are expensed as incurred, except for development costs which are expected to generate future economic benefits. Such development expenses are capitalised and amortised through the profit and loss account on a straight line basis over a period of 5 years upon commencement of operations.

(k) Other non-current asset

Investment in club memberships are stated at cost less any impairment loss.

(l) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on a weighted average cost method and includes all costs in bringing the inventories to their present location and condition. In the case of manufactured and retread products, and work-in-progress, cost includes all direct expenditure and production overheads based on normal level of activity. Net realisable value is the price at which the inventories can be realised in the normal course of business after allowing for the costs of realisation and, where appropriate, the cost of conversion from the existing state to a finished condition.

Tyres rented to customers (“inventories held for rental”) are stated at cost less an accumulated charge for their consumption. The consumption charge is calculated to write off the cost of the tyres based on the actual running hours of usage by the customer in relation to the estimated life of the rental tyres of between 2,000 and 5,000 running hours depending on the model of tyres.

An allowance is made where necessary for obsolete, slow moving and defective inventories.

(m) Trade and other receivables

Trade and other receivables are recognised and carried at original invoiced amount less an allowance for doubtful receivables. An allowance for doubtful receivables is made when collection of the full amount is no longer probable. Bad debts are written off to the profit and loss account as incurred.

Receivables from related parties are recognised and carried at cost less allowance for doubtful receivables, if any.

(n) Marketable securities

Quoted short-term investments are stated at the lower of cost and market value, which are determined on an individual basis. Any decrease in carrying amount is included in the profit and loss account.




(o) Impairment of assets

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognised in the profit and loss account.

Reversal of impairment losses recognised in previous financial years is recorded when there is an indication that the impairment losses recognised for the asset no longer exist or have decreased. The reversal is recorded in the profit and loss account. However, the increased carrying amount of an asset due to a reversal of an impairment loss is recognised to the extent it does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for that asset in previous financial years.

(p) Trade and other payables

Trade and other payables are carried at cost, which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Group.

(q) Loans and borrowings

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received and including acquisition charges associated with the borrowing/loan.

(r) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) where as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate.

(s) Leased assets (i) Hire purchase liabilities

Where assets are financed by hire purchase agreements that give rights approximating to ownership, the assets are capitalised under property, plant and equipment as if they had been purchased outright at the values equivalent to the present values of the total rental payable during the periods of the hire and the corresponding hire purchase commitments are included under liabilities. The excess of the hire purchase payments over the recorded lease obligations is treated as finance charges, which are amortised over each hire term to give a constant rate of charge on the remaining balance of the obligation.

Depreciation on the relevant assets is charged to profit and loss account on the basis outlined in Note 2(d).


(s) Leased assets (cont’d)

(ii) Operating lease

Leases where substantially all the risks and benefits of ownership of the lease effectively remains with the lessor are classified as operating leases.

Rental expenses pursuant to operating leases are charged to the profit and loss account on a straight line basis.

(t) Income taxes

Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled based on tax rates enacted or substantively enacted at the balance sheet date.

Deferred tax liabilities are recognised for all taxable temporary differences associated with investments in subsidiary, associated and joint venture companies, except where the timing of the reversal of the temporary difference can be controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax losses and unabsorbed capital allowances, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.

At each balance sheet date, the Group re-assesses unrecognised deferred tax assets and the carrying amount of deferred tax assets. The Group recognises a previously unrecognised deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. The Group conversely reduces the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax asset to be utilised.

Deferred tax is charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly to equity.



(u) Foreign currencies

(i) Foreign currency transactions

Transactions arising in foreign currencies during the financial year are translated and recorded into the measurement currency at rates closely approximating those ruling on the transaction dates. Foreign currency monetary assets and liabilities at the balance sheet date are translated into the measurement currency at the exchange rates ruling at that date. All exchange differences arising from such translations are included in the profit and loss account.

(ii) Foreign entities

For inclusion in the consolidated financial statements, all assets and liabilities of foreign subsidiary and joint venture companies are translated into Singapore dollars at exchange rates ruling at the balance sheet date and the results of foreign subsidiary companies, associated and joint venture companies are translated into Singapore dollars at the weighted average exchange rates for the financial year. Exchange differences due to such currency translations are included in foreign currency translation reserve. On disposal of a foreign subsidiary and joint venture company, such foreign currency translation reserves are recognised in the profit and loss account as a component of the gain or loss on disposal. Exchange differences arising from long-term inter-company balances which are effectively part of net investments are included in the foreign currency translation reserve.

(iii) Forward contracts

Gains and losses arising from forward contracts on foreign currencies for the purpose of hedging against currency fluctuations in connection with payments to overseas suppliers and receipts from overseas customers are recognised in the profit and loss account on the maturity date of the respective contracts.

(v) Cash and cash equivalents

Cash and cash equivalents consist of cash at bank and in hand less bank overdrafts and short-term loans in the form of revolving credit facilities.

(w) Employee benefits

(i) Executives’ Share Option Scheme

The Company has in place the STC Share Option Scheme 2001 (the “Scheme”) for the granting of share options to eligible employees of the Group to subscribe for ordinary shares in the Company. When the options are exercised, the nominal value of the shares subscribed for is credited to the share capital account and the balance of the proceeds, net of any transaction costs, is credited to the share premium account. Details of the Scheme are disclosed in Note 27.



(w) Employee benefits (cont’d)

(ii) Defined contribution/benefit plans

As required by law, the Group’s companies in Singapore make contributions to the state pension scheme, the Central Provident Fund (“CPF”). Certain of the Group’s companies outside Singapore make contributions to their respective countries’ pension scheme. Such contributions are recognised as compensation expense in the same period as the employment that gives rise to the contribution.

(iii) Employee entitlements

Liabilities for paid leave are recognised and are measured as the amount unpaid at the balance sheet date at current pay rates in respect of employees’ services up to that date.

(x) Share capital, share premium and reserves

Ordinary shares are classified as equity and recorded at the fair value of the consideration received by the Company. Dividends on ordinary shares are accounted for in the shareholders’ equity in the period in which they are declared payable.

Proceeds from the issuance of warrants are credited to the capital reserve. When the warrants are exercised, the value of such warrants exercised standing to the credit of the capital reserve account will be transferred to the share premium account. At the expiry of the warrants, the balance in the capital reserve will be transferred to the revenue reserve.

3. Revenue Group 2005 2004 $’000 $’000

Tyres and wheels : – Wholesale and distribution 157,191 152,005 – Retail and fleet 34,022 37,692 Servicing of motor vehicles 80 82 191,293 189,779



4. Other revenue Group 2005 2004 $’000 $’000

Interest income from bank deposits 81 101 Sundry income 205 90 Rental income 2 35

288 226

5. Profit from operating activities Group 2005 2004 $’000 $’000

Profit from operating activities is stated after charging/(crediting) :

Directors’ remuneration : – directors of the Company 1,752 2,429 – other directors of subsidiary companies 191 185 Contribution to CPF and other similar funds 955 642 Non-audit fees : – auditors of the Company 25 21 – other auditors 9 44 Gain on disposal of property, plant and equipment (193) (40) Foreign exchange gain (285) (223) Loss arising from acquisition of a subsidiary company (Note 30) 146 – Provision for diminution on other investment (Note 14) 11 – Gain on disposal of marketable securities – (5) Property, plant and equipment written off – 109 Impairment reversal on property, plant and equipment – (166)

6. Finance costs Group 2005 2004 $’000 $’000

Interest expense on : – bank overdrafts, trust receipts and hire purchase liabilities 1,331 1,105 – long-term loans 1,523 913 Amortisation of interest prepaid on a term loan 90 435

2,944 2,453



7. Taxation Group 2005 2004 $’000 $’000

Provision for taxation in respect of profit for the financial year : – Current taxation 3,816 4,283 – Deferred taxation (Note 24) (416) (361)

3,400 3,922 Overprovision in respect of previous financial years : – Current taxation (47) (983) – Deferred taxation (Note 24) (460) (151) (507) (1,134)

2,893 2,788

The income tax expense on the results of the Group differ from the amount of tax determined by applying the Singapore statutory rate of income tax of 20% (2004 : 20%) to the profit before taxation due to the following factors :

Profit before taxation 11,563 14,348

Taxation at statutory tax rate of 20% (2004 : 20%) 2,313 2,870 Adjustments : – expenses not deductible for income tax purposes 774 608 – income not subject to tax (7) (38) – higher tax rates in other countries 255 325 – deferred tax assets in respect of allowances for stock obsolescence and doubtful receivables not recognised 263 158 – utilisation of previously unrecognised tax losses (145) (37) – effect of change in statutory tax rate – (84) – overprovision in respect of previous financial years (507) (1,050) – others (53) 36

Taxation 2,893 2,788

As at 30 April 2005, the Group, primarily through its subsidiary companies in Thailand, has unutilised tax losses of approximately $332,000 (2004 : $907,000) which may, subject to the agreement with the relevant tax authorities, be carried forward and utilised to set-off against future taxable profits. The potential tax benefit of approximately $100,000 (2004 : $245,000) arising from the unutilised tax losses has not been recognised in the financial statements due to the uncertainty of its recoverability.



8. Earnings per share

The calculation of earnings per share (“EPS”) is based on the following figures : Group 2005 2004 $’000 $’000

Group earnings used for the calculation of EPS : Profit for the financial year attributable to the shareholders of the Company 8,608 11,544

’000 ’000

Number of shares used for the calculation of basic and diluted EPS : Weighted average number of ordinary shares in issue used for the calculation of basic EPS 207,403 185,168 Adjustment for outstanding share options and Warrant 2007 18,122 37,316

Adjusted weighted average number of ordinary shares used for the calculation of diluted EPS 225,525 222,484

Basic EPS is calculated on the Group’s profit for the financial year attributable to the shareholders of the Company divided by the weighted average number of ordinary shares in issue during the financial year.

Diluted EPS is calculated on the Group’s profit for the financial year attributable to the shareholders of the Company divided by the weighted average number of ordinary shares in issue during the financial year which have been adjusted for the effects of all dilutive potential ordinary shares, being the outstanding share options and Warrant 2007 (Notes 27 and 28). The number of outstanding share options and Warrant 2007 included in the calculation of diluted EPS has been determined based on the average number of days they were outstanding during the financial year.



9. Property, plant and equipment

Leasehold Freehold land and Plant Motor Leasehold Construction- land buildings equipment vehicles improvements in-progress Total $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group Cost : At beginning of financial year 2,636 34,666 9,985 3,719 4,239 5,899 61,144 Foreign currency translation adjustment (73) (386) (110) (23) (25) (151) (768) Additions – 345 4,270 582 498 5,198 10,893 Disposals – (125) (262) (498) – – (885) Reclassification – 2,368 4,606 – – (6,974) –

At end of financial year 2,563 36,868 18,489 3,780 4,712 3,972 70,384

Accumulated depreciation and impairment :

At beginning of financial year : – Accumulated depreciation – 5,091 5,605 2,545 2,060 – 15,301 – Accumulated impairment loss – 108 – – – – 108 Foreign currency translation adjustment – (57) (72) (13) (22) – (164) Charge for the financial year – 1,151 2,353 442 438 – 4,384 Disposals – (32) (140) (490) – – (662)

At end of financial year – 6,261 7,746 2,484 2,476 – 18,967

Charge for last financial year – 968 1,531 486 376 – 3,361

Net book value :

At end of financial year 2,563 30,607 10,743 1,296 2,236 3,972 51,417

At beginning of financial year 2,636 29,467 4,380 1,174 2,179 5,899 45,735



9. Property, plant and equipment (cont’d)

The Group’s property, plant and equipment with a total net book value of $35,797,000 as at 30 April 2005 (2004 : $36,668,000) are subject to legal mortgages referred to in Notes 19, 21 and 23.

Additions to property, plant and equipment for the financial year includes $262,000 (2004 : $428,000) acquired under hire purchase agreements.

Interst on borrowings amounting to $67,000 (2004 : nil) was capitalised during the financial year and included in the cost of plant and machinery.

The Group has motor vehicles and plant and equipment acquired under hire purchase agreements with a total net book value of $832,000 as at 30 April 2005 (2004 : $1,028,000).

10. Subsidiary companies Company 2005 2004 $’000 $’000

Unquoted equity shares, at cost (Note 36) 25,833 21,296 Less : Provision for diminution in value (3,424) (2,991)

22,409 18,305

Loan to a subsidiary company (unsecured) 13,767 13,767 Amounts due from subsidiary companies (non-trade) 6,862 4,125 Amounts due to subsidiary companies (non-trade) (3,150) (945) 17,479 16,947

Less : Allowance for doubtful non-trade receivable from a subsidiary company (514) – 16,965 16,947

39,374 35,252

During the financial year, the Company increases its interest in an associated company, Stamford Tyres Philippines, Inc. (“STP”) from 40% to 100%. With this increase, STP became a wholly-owned subsidiary company of the Company. The loss of $146,000 arising from this acquisition has been charged to the profit and loss account (Note 30). Other than this loss, the acquistion of additional interest in STP does not have any significant impact on the result and financial position of the Group for the financial year.

The loan to a subsidiary company is unsecured, bears interest at 2.89% (2004 : 2.89%) per annum, with no fixed term of repayment and is not expected to be repaid within the next 12 months. The subsidiary company cannot repay this loan to the Company until the subsidiary company has repaid a term loan it obtained from a bank (Note 23).

The non-trade amounts due from and to subsidiary companies are unsecured, have no fixed terms of repayment and not expected to be repaid within the next 12 months, and interest-free except for an amount of $422,000 (2004 : $379,000) due from a subsidiary company which bears interest at 7.00% (2004 : 7.00%) per annum.

Details of the subsidiary companies are set out in Note 36.



11. Joint venture company Company 2005 2004 $’000 $’000

Unquoted equity shares, at cost 1,571 1,571 Details of the joint venture company are set out in Note 36.

The Group’s share of the assets and liabilities of the joint venture company comprise :

Group 2005 2004 $’000 $’000

Non-current assets 5,098 6,054 Current assets 12,042 8,786 Current liabilities (6,043) (4,155) Non-current liabilities (6) (20) 11,091 10,665

The Group’s share of the profits of the joint venture company comprise :

Revenue 15,491 15,810 Expenditure (14,152) (13,570)

Profit before taxation 1,339 2,240 Taxation (331) (353)

Profit after taxation 1,008 1,887



12. Associated companies Group Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Unquoted equity shares, at cost 2,118 2,266 72 220 Share of post-acquisition reserves (311) 114 – – Foreign currency translation adjustment (165) (74) – –

1,642 2,306 72 220

Less : Provision for diminution in value – – – (148)

1,642 2,306 72 72

Details of the associated companies are set out in Note 36.

13. Intangible assets Preliminary and pre-operating Deferred Computer Goodwill expenses expenditure software Total $’000 $’000 $’000 $’000 $’000

Group Cost : At beginning of financial year 61 408 342 595 1,406 Foreign currency translation adjustment – – – (2) (2) Additions – – – 42 42 At end of financial year 61 408 342 635 1,446

Accumulated amortisation : At beginning of financial year 61 408 342 569 1,380 Foreign currency translation adjustment – – – (2) (2) Amortisation for the financial year – – – 40 40

At end of financial year 61 408 342 607 1,418 Amortisation for last financial year – – – 286 286

Net book value : At end of financial year – – – 28 28

At beginning of financial year – – – 26 26




14. Other non-current asset Group 2005 2004 $’000 $’000

Investment in transferable club memberships, at cost 53 54 Less : Provision for diminution in value (Note 5) (11) – Foreign currency translation adjustment (1) (1) 41 53

15. Inventories Group 2005 2004 $’000 $’000

Inventories for sale : – at cost 51,346 45,875 – at net realisable value 3,730 4,262 Inventories held for rental, at cost less accumulated amount charged to the profit and loss account 2,890 1,977 Raw materials, at cost 3,888 543 Work-in-progrss – aluminium alloy wheels 484 - 62,338 52,657

Inventories for sale are stated after deducting allowance for obsolescence of 6,278 4,913

16. Trade receivables Group 2005 2004 $’000 $’000

External parties 69,065 61,147 Less : Allowance for doubtful trade receivables (5,261) (4,478)

63,804 56,669 Bad external trade debts written off directly to the profit and loss account 1 7


17. Other receivables Group Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Amounts due from : – subsidiary companies – – – 2,582 – joint venture company 25 28 263 274 – shareholders of subsidiary companies – – 1,298 1,298 – shareholders of associated companies 16 230 16 230 Sundry receivables 851 850 – – Loans and deposits to suppliers 1,628 – – – Deposits 986 1,108 – – Taxes recoverable 751 909 – – Staff loans 112 154 – – Prepayments 643 259 7 – Interest prepaid on a term loan – 90 – –

5,012 3,628 1,584 4,384 Less : Allowance for doubtful receivables (68) (230) (16) (230)

4,944 3,398 1,568 4,154

The non-trade amounts due from the subsidiary and joint venture companies, and shareholders of subsidiary and associated companies are unsecured, interest-free and are repayable on demand.

The loans and deposits to suppliers are unsecured and interest-free. The loans are deductible against the amount payable on purchase of tyres from these suppliers. The deposits are refundable at the end of the manufacturing contracts with duration up to 2 years.

Staff loans are unsecured, bear interest at rates ranging from 4.5% to 9.0% (2004 : 4.7% to 8.7%) per annum and repayable in fixed monthly instalments not exceeding 5 years from the date of grant of the loan.

The interest prepaid on a term loan is charged to the profit and loss account over 30 months commencing on 12 February 2002. The interest has been fully charged to the profit and loss account as at 30 April 2005.



18. Marketable securities Group 2005 2004 $’000 $’000

Quoted equity shares, at cost 15 5

Market value at end of financial year 15 5

19. Trust receipts (secured)

Trust receipts have maturity dates of up to 6 (2004 : 6) months and are secured by corporate guarantees from the Company, a negative pledge over the assets excluding its leasehold buildings of Stamford Tyres International Pte Ltd. These facilities are subject to compliance with certain financial covenants.

20. Other payables Group Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Amounts due to associated companies 89 89 89 89 Payroll and staff related expenses 2,774 3,269 – – Sundry payables 3,223 3,272 – – Accrued operating expenses 3,274 3,485 379 297 Retention amount payable in relation to construction-in-progress 137 531 – –

9,497 10,646 468 386

The non-trade amounts due to the associated companies are unsecured, interest-free and are repayable on demand.



21. Short-term loans (secured) Group 2005 2004 $’000 $’000

Short-term loans (revolving credit facilities) 5,041 2,129 Long-term loans - current portion (Note 23) 3,788 2,486

8,829 4,615

The short-term loans are secured by negative pledge over the assets of certain overseas subsidiary companies excluding hire purchase assets, and corporate guarantees from the Company. The short-term loans bear interest at rates ranging from 2.75% to 4.80% (2004 : 2.75% to 3.25%) per annum.

22. Hire purchase liabilities

The future minimum payments under hire purchase agreements to acquire motor vehicles and plant and equipment are as follows :

Group Present Present Minimum value Minimum value payments payments payments payments 2005 2005 2004 2004 $’000 $’000 $’000 $’000

Within one year 291 255 319 279 After one year but not more than five years 599 515 560 488 More than five years 17 11 69 58 616 526 629 546

Total minimum hire purchase payments 907 781 948 825 Less : Amounts representing finance charges (126) – (123) –

Present value of minimum hire purchase payments 781 781 825 825



23. Long-term loans (secured) Group 2005 2004 $’000 $’000

Loans from banks : – Loan A 29,000 21,777 – Loan B 2,769 2,895 – Loan C 3,248 1,419 – Loan D 645 678 – Loan E 399 388 – Loan F 5,839 3,065 – Loan G 705 786 – Loan H 1,000 –

43,605 31,008 Loans from a finance company : – Loan I 692 741 – Loan J 1,366 1,416 – Loan K 1,371 1,421

3,429 3,578

47,034 34,586 Less : Current portion (Note 21) (3,788) (2,486) Long-term portion of loans 43,246 32,100

Long A bears interest at rates ranging from 2.93% to 3.47% (2004 : 2.79% to 3.12%) per annum. The loan is repayabe in semi-annual instalments amounting between $1,000,000 and $3,000,000 per instalment with a bullet repayment of $13,000,000 at the final repayment date on 8 August 2009.

This loan is secured by a mortgage over a leasehold building of Stamford Tyres International Pte Ltd and a corporate guarantee from the Company. This loan is subject to compliance with certain financial covenants by Stamford Tyres International Pte Ltd and the Company, and Stamford Tyres International Pte Ltd shall not repay the loan from the Company until Loan A is repaid (Note 10).

Stamford Tyres International Pte Ltd has also entered into an interest rate swap transaction with the lending bank to fix the interest rate on a portion of $10,000,000 (2004 : $12,000,000) of Loan A at 3.47% (2004 : 3.06%) per annum for the period from 11 February 2005 to 12 February 2007.



23. Long-term loans (secured) (cont’d)

Loan B bears interest at rates ranging from 2.50% to 5.50% (2004 : 5.25%) per annum and is repayable in 240 equal monthly instalments commencing March 2001. This loan is secured by a mortgage over a leasehold building of Stamford Tyres International Pte Ltd and a corporate guarantee from the Company.

Loan C includes two loans which bear interest at rates ranging from 7.25% to 7.50% (2004 : 7.50%) per annum, and is repayable in 120 equal monthly instalments commencing January 1998 and August 2004. The loans are secured by a mortgage on the land and building of STC Tyres (Malaysia) Sdn Bhd and a corporate guarantee from the Company.

Loan D bears interest at rates ranging from 2.50% to 5.50% (2004 : 5.00% to 5.50%) per annum and is repayable in 240 equal monthly instalments commencing November 2000. This loan is secured by a mortgage over a leasehold building of Stamford Tyres International Pte Ltd and a corporate guarantee from the Company.

Loan E bears interest at 7.00% (2004 : 7.00%) per annum and is repayable in 360 equal monthly instalments commencing May 2002. The loan is secured by a mortgage over a freehold property of Stamford Tires (Latin America), Inc.

Loan F includes two loans which bear interest at rates ranging from 3.12% to 4.58% (2004 : 3.12% to 4.50%) per annum and repayable in equal quarterly instalments commencing 18 months from the drawdown in February 2004 and October 2004. The loans are secured by a mortgage over the land and building, and plant and equipment of Stamford Sport Wheels Company Limited and a corporate guarantee from the Company.

Loan G bears interest rates ranging from 3.25% to 3.75% (2004 : 3.25%) per annum and is repayable in 117 equal monthly instalments commencing March 2004. This loan is secured by a mortgage over a leasehold building of Stamford Tyres International Pte Ltd and a corporate guarantee from the Company.

Loan H bears interest at 4.41% (2004 : nil) per annum and are repayable over 4 quarterly instalments commencing March 2005. The loan is secured by a corporate guarantee from the Company.

Loan I bears interest ranging from 3.75% to 4.00% (2004 : 3.75% to 4.63%) per annum and is repayable in 180 equal monthly instalments commencing October 2001. The loan is secured by a mortgage over a leasehold building of Stamford Tyres International Pte Ltd and a corporate guarantee from the Company.

Loans J and K bear interest at 4.00% (2004 : 3.75%) per annum and are repayable in 240 equal monthly instalments commencing June 2003. The loans are secured by mortgage over certain leasehold buildings of Stamford Tyres International Pte Ltd and a corporate guarantee from the Company.



24. Deferred taxation Group 2005 2004 $’000 $’000

(a) Deferred tax assets : At beginning of financial year 440 190 Foreign currency translation adjustment (18) (10) Acquisition of a subsidiary company (Note 30) 20 – Addition for the financial year (Note 7) 604 130 Underprovision in respect of the previous financial years (Note 7) 378 130

At end of financial year 1,424 440

The deferred tax assets arise as a result of : (i) Excess of net book value over tax written down value of property, plant and equipment (29) (10) (ii) Allowances for doubtful receivables and stock obsolescence, and accrued operating expenses 1,453 450

1,424 440

(b) Deferred tax liabilities : At beginning of financial year 616 868 Foreign currency translation adjustment 2 – Addition/(reversal) for the financial year (Note 7) 188 (231) Overprovision in respect of the previous financial years (Note 7) (82) (21)

At end of financial year 724 616

The deferred tax liabilities arises as a result of : (i) Excess of net book value over tax written down value of property, plant and equipment 918 966 (ii) Allowances for doubtful receivables and stock obsolescence, and accrued operating expenses (194) (350)

724 616



25. Share capital Group and Company Number of Share Number of Share Shares capital shares capital 2005 2005 2004 2004 ‘000 $’000 ‘000 $’000

Authorised :

Ordinary shares of $0.10 (2004 : $0.10) each 500,000 50,000 500,000 50,000

Issued and fully paid :

At beginning of financial year : Ordinary shares of $0.10 (2004 : $0.25) each 203,412 20,341 61,181 15,295 Issued during the financial year : Ordinary shares of $0.10 (2004 : $0.25) each for cash on the exercise of options 25 2 2,074 519 Ordinary shares of $0.10 (2004 : $0.25) each for cash on the exercise of Warrant 2007 7,389 739 13,925 3,481 7,414 741 15,999 4,000

Total before sub-division of every 2 existing shares of 210,826 21,082 77,180 19,295 $0.25 each into 5 new shares of $0.10 each Increased by sub-division – – 115,770 –

Ordinary shares of $0.10 (2004 : $0.10) each 210,826 21,082 192,950 19,295 Issued during the financial year : Ordinary shares of $0.10 each for cash on the exercise of options (2004 : $0.10) – – 267 27 Ordinary shares of $0.10 each for cash on the exercise of Warrant 2007 (2004 : $0.10) – – 10,195 1,019 – – 10,462 1,046

At end of financial year : Ordinary shares of $0.10 (2004 : $0.10) each 210,826 21,082 203,412 20,341

At the Extraordinary General Meeting of the Company held on 19 September 2003, the shareholders approved the sub-division of every two existing ordinary shares of par value $0.25 each into five new ordinary shares of par value $0.10 each.

The holders of the ordinary shares are entitled to receive dividends as and when declared by the Company. Each ordinary share carry one vote without restriction.



25. Share capital (cont’d) Unissued shares under share options and warrants as at 30 April 2005 comprise :

(i) There are nil (2004 : 25,000) options entitling holders to subscribe at any time during the exercise period for the same number of ordinary shares in the Company at the exercise price of $0.126 (2004 : $0.126 to $0.130) per share. The details of the share options are discussed in Note 27.

(ii) 19,900,868 (2004 : 27,290,267) Warrant 2007 entitling holders to subscribe at any time up to 21 February 2007 for the same number of ordinary shares in the Company at an exercise price of $0.10 per share. The details of the Warrant 2007 are discussed in Note 28.

The holders of the share options and Warrant 2007 have no right to participate by virtue of these options in any share issue of any other company in the Group.

The dilutive effects of the outstanding share options and Warrant 2007 were considered in the computation of earnings per share (Note 8).

26. Reserves Company 2005 2004 $’000 $’000

Share premium At beginning of financial year 10,389 9,857 Issue of ordinary shares on exercise of share options and Warrant 2007 (Note 25) 1 148 Transfer from capital reserve upon exercise of Warrant 2007 (Note 28) 63 384 At end of financial year 10,453 10,389

Capital reserve At beginning of financial year 232 616 Transfer to share premium account upon exercise of Warrant 2007 (Note 28) (63) (384) At end of financial year 169 232 Revenue reserve At beginning of financial year 10,176 8,027 Profit for the financial year attributable to the shareholders of the Company 3,525 4,256 Dividends (Note 29) (3,304) (2,107) At end of financial year 10,397 10,176

Total 21,019 20,797

The details of the movements in reserves of the Group are set out in the Consolidated Statement of Changes in Equity.



26. Reserves (cont’d)

(a) Share premium

This represents cash proceeds received in excess of the par value of the shares issued by the Company less issue expenses. The utilisation of the share premium account is governed by Section 69 – 69F of the Singapore Companies Act, Cap. 50.

(b) Capital reserve This mainly represents the net proceeds received on the issuance of Warrant 2007.

(c) Foreign currency translation reserve

This comprises foreign exchange differences arising from the translation of the financial statements of overseas subsidiary, associated and joint venture companies and from the translation of long-term inter-company advances which are effectively part of net investments in the subsidiary companies.

(d) Revenue reserve

This represents the accumulated profits less distributions made to the shareholders of the Company.

27. Share options

The Group has granted share options to eligible employees under its STC Share Option Scheme 2001 that was approved by the members of the Company at an Extraordinary General Meeting held on 22 June 2001 (the “Scheme”). The Scheme replaced the Stamford Tyres Employees’ Share Option Scheme (the “Old Scheme”). The termination of the Old Scheme does not affect the rights of the holders of the outstanding option issued under that scheme and the options granted under the Old Scheme remain valid and exercisable until their expiry dates.

The Scheme is open to full-time confirmed employees, executive and non-executive directors, but not controlling shareholders or their associates of the Company, and entitles the option holders to exercise their options and subscribe for new ordinary shares in the Company either at the market price or at a price set at a discount not exceeding 20% of the market price. Market price is equal to the average last dealt price of the share for 3 consecutive trading days immediately preceding the offer date. Options granted with the exercise price set at market price may be exercised after the first anniversary of the offer date. Options granted with the exercise price set at a discount to market price may only be exercised after the second anniversary of the offer date. Executive options granted under the Scheme are exercisable for a period of 10 years whereas non-executive options are exercisable for a period of 5 years from the offer date. The total number of shares that may be issued shall not exceed 15% of the issued share capital of the Company.



27. Share options (cont’d)

Information with respect to the total number of options granted under the Scheme and the Old Scheme are as follow : At beginning At end of Date of of financial financial Exercise Exercise date grant year Exercised Forfeited year price From To

23.6.2001 25,000 (25,000) – – $0.126 24.6.2003 – 23.6.2011

Nil (2004 : 25,000) options are exercisable as at the financial year end.

28. Warrant 2007

The net proceeds relating to the Warrant 2007 and included in the capital reserve are as follows :

Group and Company 2005 2004 $’000 $’000

At beginning of financial year : 27,290,267 (2004 : 72,297,499) warrants at an issue price of $0.012 per warrant, net of issue expenses 232 616 Less : Transfer to share premium account upon exercise of 7,389,399 (2004 : 45,007,232) warrants (63) (384)

At end of financial year : 19,900,868 (2004 : 27,290,267) warrants at an issue price of $0.012 per warrant, net of issue expenses 169 232

In financial year 2002, the Company made a renounceable rights issue of 75,015,000 warrants (“Warrant 2007”) at an issue price of $0.012 per warrant carrying the right to subscribe for new ordinary shares of $0.10 each in the capital of the Company at an exercise price of $0.10 per share. The proceeds arising from the exercise of Warrant 2007 have been assigned to a bank in connection with a term loan granted to a subsidiary company (Note 23).



29. Dividend Group and Company 2005 2004 $’000 $’000

Final dividend of 1.25 (2004 : 1.25) cents, less income tax at 20% (2004 : 20%), per share in respect of the previous financial year 2,065 1,505

Special dividend of 0.75 (2004 : 0.75) cents, less income tax at 20% (2004 : 20%), per ordinary share in respect of the previous financial year 1,239 602

Dividend paid during the year 3,304 2,107

The directors have proposed a first and final dividend of 1.25 cents (2004 : 1.25 cents) per ordinary share, less income tax at 20% (2004 : less income tax at 20%), amounting to $2,108,426 (2004 : $2,064,962) and a special dividend of 0.75 cents (2004 : 0.75 cents) per ordinary share, less income tax of 20% (2004 : less income tax at 20%), amounting to $1,265,056 (2004 : $1,238,977) be paid in respect of the financial year ended 30 April 2005. The dividend will be recorded as a liability on the balance sheet of the Company and Group upon approval by the shareholders of the Company at the next Annual General Meeting of the Company.

30. Notes to consolidated statement of cash flow

(i) Net cash flow from the acquisition of a subsidiary company

As described in Note 10, during the financial year the Company increased its interest in STP from 40% to 100% through the surrender of the shares in STP by the other shareholder to whom the Group has advanced as amount of $214,000 in the previous years. An allowance for this amount was made in the previous year. The net cash flow from this acquisition is as follows:

Group $’000

Other receivables 4 Deferred tax asset (Note 24) 20 Cash and bank balance 5 Other payables (455) Total net liability (426) Loss recognised in prior years in the consolidated financial statements 280 Loss in acquisition : – loss attributable to other shareholder 360 – allowance on advance made to the other shareholder written back (214) 146 Consideration paid - Cash and cash equivalent acquired 5 Cash inflow on acquisition 5



30. Notes to consolidated statement of cash flow (cont’d) (ii) Cash and cash equivalents

Cash and cash equivalents included in the consolidated statement of cash flow comprise the following balance sheet amounts : Group 2005 2004 $’000 $’000

Cash and bank balances 13,817 20,828 Short-term loans (5,041) (2,129)

Cash and cash equivalents 8,776 18,699

31. Commitments

(i) Operating lease commitments

As at financial year end, commitments for minimum rental payments under non-cancellable leases with a term of more than one year are as follows :

Group 2005 2004 $’000 $’000

Within one year 721 916 Within two to five years 1,828 2,135 After five years 9,631 10,037

12,180 13,088

The Group leases office premises, warehousing facilities and retail outlets under operating leases. The leases typically run for an initial period of 2 to 30 years, with an option to renew the leases after that date. Lease rentals are usually adjusted during the renewals to reflect market rentals.

(ii) Capital commitments Group 2005 2004 $’000 $’000

Commitments in respect of contracts placed for the purchase of property, plant and equipment 651 491 Other amounts approved by directors but not contracted for the purchase of property, plant and equipment 3,929 4,944

4,580 5,435



31. Commitments (cont’d)

(iii) Other commitments

Forward contracts

As at financial year end, the Group has the following outstanding foreign exchange forward contract commitments for the purpose of hedging against currency fluctuations in connection with payments to overseas suppliers and receipts from overseas customers :

Range of forward exchange rates Group 2005 2004 2005 2004 $’000 $’000

To buy : – United States Dollars 1.619 - 1.656 1.675 - 1.724 16,941 13,411 – Euro 2.128 - 2.150 1.997 - 2.138 1,048 3,748 – Japanese Yen – 0.015 – 240

17,989 17,399 To buy Euro with Hong Kong Dollars – 9.513 – 18 To sell : – United States Dollars 1.619 - 1.656 1.673 - 1.714 26,180 20,335 – Euro 2.124 - 2.128 2.009 - 2.060 963 4,984 – British Pound 3.115 2.997 - 3.007 93 300 – Thai Baht 0.041 – 1,201 – – Australian Dollars – 1.237 – 62 28,437 25,681 To sell Australian Dollars for United States Dollars 0.764 - 0.780 0.757 - 0.762 2,099 1,036 Unrealised foreign exchange loss not accounted for in the financial statements as at end of financial year (58) (59)

32. Contingent liabilities Group Company 2005 2004 2005 2004 $’000 $’000 $’000 $’000

Guarantees issued for bank facilities granted to subsidiary companies – – 89,132 79,912

The above indicates amounts utilised by subsidiary companies as at balance sheet date.




33. Related party transactions

In addition to the information on related parties shown elsewhere in the notes to the financial statements, the Group has significant transactions with related parties on terms agreed between the parties as follows : Group 2005 2004 $’000 $’000

Income from services rendered to a joint venture company 81 83 Management fee paid to other shareholder of a joint venture company 193 375 Rental of premises paid to a company in which a director of an overseas subsidiary company has an interest 42 44 Professional fee paid to a company in which a director of an overseas subsidiary company has an interest 115 94

34. Financial risk management objectives and policies

The main risks faced by the Group and Company are foreign currency risk, interest rate risk, credit risk and liquidity risk that arise through its normal operations.

Foreign currency risk

Foreign exchange risk arises from a change in foreign currency exchange rate, which is expected to have adverse effect on the Group in the current reporting period and in future years. The Group operates in several countries and subsidiary, associated and joint venture companies within the Group maintain their books and records in their respective functional currencies. The Group’s accounting policy is to translate the results of overseas subsidiary, associated and joint venture companies using the weighted average exchange rates. Net assets denominated in foreign currencies and held at the financial year end are translated into Singapore dollars, the Group’s reporting currency, at year end exchange rates. Fluctuations in the exchange rate between the functional currencies and Singapore dollar will therefore have an impact on the Group. It is the Group’s policy not to hedge exposures arising from such translations. The Group’s strategy is to fund overseas operations with borrowings denominated in their functional currency as a natural hedge against overseas assets.

The Company is exposed to the volatility in the foreign currency cash flows related to repatriation of the investments and advances to its subsidiary, associated and joint venture companies. The Company does not hedge exposures arising from such risks.

The Group’s trading subsidiary companies are exposed to movements in foreign currency rates arising from the purchases of goods from manufacturers and sales made to customers located in several countries. Whenever necessary, foreign exchange forward contracts are used by the subsidiary companies to manage the foreign currency exposure arising from their trading activities. The outstanding foreign exchange forward contracts at financial year end are disclosed in Note 31.


34. Financial risk management objectives and policies (cont’d)

Interest rate risk

Interest rate risk is the risk that changes in interest rates will have an adverse financial effect on the Group’s financial conditions and/or results. The primary source of the Group’s interest rate risk is its borrowings from banks and other financial institutions in Singapore, Malaysia, Thailand, Hong Kong and the United States of America. The Group ensures that it obtains borrowings at competitive interest rates under the most favourable terms and conditions. Where appropriate, the Group uses interest rate swaps to hedge its interest rate exposure for specific underlying debt obligations (Note 23), Information relating to the interest rate is disclosed in Notes 21 and 23.

Credit risk

Credit risk is the risk that entities and individuals will be unable to meet their obligations to the Group resulting in financial loss to the Group. It is the Group’s policy to enter into transactions with a diversity of credit worthy parties to mitigate any significant concentration of credit risk. The Group ensures that sales of products and services are rendered to customers with appropriate credit history and has internal mechanisms to monitor the granting of credit and management of credit exposures. The Group has made allowances for potential losses on credits extended. The Group’s maximum exposure to credit risk in the event the parties fail to perform their obligations in relation to each class of recognised financial assets is the carrying amount of those assets as indicated in the balance sheet. As at financial year end there were no significant concentration of credit risk to the Group or Company. Surplus funds are placed with reputable financial institutions.

Liquidity risk

The Group monitors its daily and monthly projected and actual cash inflows and outflows to ensure that funding needs are identified and managed in advance. The Group actively manages its debt maturity profile, operating cash flows and availability of committed credit facilities to ensure that all refinancing, repayment and funding needs are met. The Group strives to maintain a sufficient level of banking facilities to meet its funding requirements and utilise trust receipts, revolving credit facilities, loans and hire purchase contracts for this purpose. The credit facilities provided by the banks and finance companies are subject to certain financial covenants, and terms and conditions which are summarised in Notes 19, 21, 22 and 23.

Derivative financial instruments

The Group does not hold or issue derivative financial instruments for trading purposes.



34. Financial risk management objectives and policies (cont’d)

Fair value of financial assets and financial liabilities

The fair value, determined based on the market price, of the investment in the marketable securities is disclosed in Note 18. In the opinion of the directors, it is impractical to determine the fair value of the unquoted equity shares in the subsidiary, associated and joint venture companies, and the long-term advances to subsidiary companies as they do not have repayment terms. The fair values of other financial assets and liabilities are not materially different from their carrying values as at 30 April 2005 due to the relatively short-term maturity of these instruments, except for the hire purchase liabilities and certain long-term bank loans which bear interest at fixed rates. Their fair values of these items at the balance sheet date determined by discounting the relevant cash flows using current interest rates for similar instruments are :

Carrying Estimated Carrying Estimated amount fair value amount fair value 2005 2005 2004 2004 $’000 $’000 $’000 $’000

Group Hire purchase liabilities 781 846 825 887 Long-term loans 47,034 46,958 34,586 34,575

The notional amount and fair value of the interest rate swap (Note 23) is $10,000,000 and $45,000 respectively, as at 30 April 2005. The fair value is determined using a rate quoted by the lending bank to terminate the contract at the balance sheet date.

35. Segment information

The Group operates on the wholesale and retail of tyres and wheels, tyre retreading and equipment trading, and manufacturing and distribution of aluminium alloy wheels. Its operating businesses are organised and managed separately based on geographical areas, representing a strategic business unit that serves different markets.

The following tables present revenue and profit information regarding geographical segments for the financial years ended 30 April 2005 and 2004 and certain assets and liabilities information regarding geographical segments as at 30 April 2005 and 2004. The unallocated revenue and expenses comprise general corporate income and expense items. Segment accounting policies are the same as the policies described in Note 2 to the financial statements. Revenues are attributed to geographical areas based on the location of the assets producing the revenues.

The Group companies use a cost plus basis for inter-segment pricing for the sale and purchase of goods between the transacting parties.

Segment information relating to the manufacturing of aluminium alloy wheels have not been shown separately as the amount is not significant for the financial year ended 30 April 2005.



35.

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35.

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36. Subsidiary, associated and joint venture companies

The subsidiary, associated and joint venture companies as at 30 April 2005 are :

Percentage of equity held by Name of company Principal activities Cost of investment the Group (Country of incorporation) (Place of business) 2005 2004 2005 2004 $’000 $’000 % %

Subsidiary companies Held by the Company :

Stamford Tyres International Wholesale and retail of Pte Ltd1 (Singapore) tyres and wheels, and retreading of tyres (Singapore) 11,000 11,000 100 100

Stamford Tyres (M) Wholesale of tyres and Sdn Bhd2 (Malaysia) wheels (Malaysia) 580 580 100 100

# STC Tyres (Malaysia) Property holding company Sdn Bhd2 (Malaysia) (Malaysia) 458 458 50 50

Stamford Tyre Mart Retail of tyres and wheels Sdn Bhd2 (Malaysia) (Malaysia) @ @ 100 100

# Stamford Tires Distributor Wholesale of tyres and Co., Ltd3 (Thailand) wheels (Thailand) 625 625 49 49

# STC Tyres Limited3 Inactive (Thailand) (Thailand) 288 288 49 49 # Stamford Auto Mart Inactive Limited3 (Thailand) (Thailand) 21 21 49 49

Stamford Tyres (China) Wholesale of tyres Limited4 (Hong Kong) (Hong Kong and China) 1,040 1,040 100 100

Boon Tyre Holdings Investment holding Limited5 (Hong Kong) (Hong Kong) @ @ 100 100

## Stamford Tires (Latin America), Inc. Wholesale of tyres and (United States of America) wheels (Latin America) 14 14 100 100



36. Subsidiary, associated and joint venture companies (cont’d)

Percentage of Name of company Principal activities equity held by (Country of incorporation) (Place of business) Cost of investment the Group 2005 2004 2005 2004 $’000 $’000 % %

Stamford Tyres (Africa) Wholesale of tyres (Proprietary) Limited6 (South Africa) (South Africa) 1,127 1,127 100 100

## PT Stamford Tyres Indonesia Wholesale and retail of (Indonesia) tyres and retreading of tyres (Indonesia) 726 726 100 100

## PT Stamford Tyres Distributor Wholesale of tyres and Indonesia (Indonesia) wheels (Indonesia) 530 530 100 100

Green Tyre Singapore Pte Ltd1 Inactive (Singapore) (Singapore) @ @ 100 100

Stamford Auto City Pte Ltd1 Inactive (Singapore) (Singapore) 200 200 100 100

Wahsan Trading Pte Ltd1 Inactive (Singapore) (Singapore) 218 218 100 100

Stamford Sport Wheels Company Manufacture aluminium Limited3 (Thailand) alloy wheels (Thailand) 8,251 4,075 100 100

+ Stamford International Trading Inactive## (Tianjin) Co. Ltd. (People’s Republic of China) (People’s Republic of China) 322 322 100 100

## Stamford Tyres Australia Pty Wholesale of tyres Limited7 (Australia) and wheels (Australia) @ @ 100 100

## Stamford Tyres Korea Ltd Wholesale of tyres (South Korea) and wheels (South Korea) 72 72 100 100

Stamford Tyres Philippines, Inc.8 Inactive (Philippines) (Philippines) 361 – 100 40

25,833 21,296




Percentage of Name of company Principal activities equity held by (Country of incorporation) (Place of business) the Group 2005 2004 % %

Subsidiary companies Held by Stamford Tyres (China) Limited :

Stamford Tyres (Shanghai) Limited Wholesale of tyres and wheels (China)4 (China) 100 –

Stamford Tyres (Guangzhou) Limited Wholesale and retail of tyres and wheels (China)4 (China) 100 –

Held by Boon Tyre Holdings Limited :

Raffles Resources Singapore Pte Ltd1 Procurement of tyres (Singapore) (Singapore) 100 100

Joint venture company Held by the Company :

++ Tyre Pacific (HK) Limited9 Wholesale of tyres 50 50 (Hong Kong) (Hong Kong and China)

Associated companies Held by the Company :

## Stamford Tyres (Thailand) Co., Ltd Inactive 49 49 (Thailand) (Thailand)

Held by Tyre Pacific (HK) Limited :

+ SRITP Limited (British Virgin Islands) Wholesale of tyres 20 20 (China)

@ Cost of investment at one hundred units of local currency or less.# The company is considered as a subsidiary company and included in the consolidated financial statements as the Group has the power to control, by agreement, the financial and operating policies of the management of the company.## Not required to be audited under the laws of the country of incorporation. Unaudited financial statements have been used for the preparation of the consolidated financial statements of the Group.+ Statutory year end is 31 December. A limited review of the financial statements has been performed for the purpose of the preparation of the consolidated financial statements of the Group.++ Statutory year end is 31 December. An audit has been performed by KPMG, Hong Kong, on the financial statements for the financial period from 1 May 2004 to 30 April 2005.





Audited by : 1 Ernst & Young, Singapore, Certified Public Accountants 2 Ernst & Young, Malaysia, Chartered Accountants 3 Ernst & Young Office Limited, Thailand, Certified Public Accountants 4 Tony Nedderman & Co, Hong Kong, Certified Public Accountants 5 Ernst & Young, Hong Kong, Certified Public Accountants 6 IC Mackay & Associates, South Africa, Chartered Accountants 7 Felsers, Australia, Chartered Accountants 8 Manuel Valdez, Ngo & Associates, Philippines, Certified Public Accountants 9 KPMG, Hong Kong, Certified Public Accountants

37. Comparative figures

The Group reclassified the trust receipts in the cash flow statement from operating activities to financing activities to better reflect its nature. The following comparative figures in the cash flow statement have been reclassified to provide a proper and meaningful comparison with current financial year’s presentation :

2004 2004 (Restated) (Previously reported) $’000 $’000

Net cash (used in)/generated from operating activities (1,522) 18,528 Net cash used in investing activities (10,588) (10,588) Net cash generated from/(used in) financing activities 19,912 (138)

Net increase in cash and cash equivalents 7,802 7,802

38. Authorisation of financial statements for issue

These financial statements were authorised for issue in accordance with a resolution of the directors on 15 July 2005.


List of Major Properties

Location Tenure of Lease Area (sqm) Description

SINGAPORE19 Lok Yang Way, Jurong 36 years lease 18,024.7 Corporate office, tyre retail and Singapore 628635 from 2000 service centre with showroom and warehouse

21 Lok Yang Way, Jurong 60 years lease 7,352.6 Warehouse Singapore 628636 from 1973

21-A Lok Yang Way, Jurong 60 years lease 5,769.5 Truck service centre with showroom, Singapore 628637 from 1978 retreading plant and warehouse 207 Balestier Road #01-13 Freehold 143.0 Tyre retail centre and showroom Balestier Towers Singapore 329683

455 Macpherson Road 63 years lease 951.0 Tyre retail centre with showroom Singapore 368173 from 2001

50 Bukit Batok Street 23 #02-19 55 years lease 276.0 Tyre retail centre with showroom Midview Building Singapore 659578 from 2002

10 Admiralty Street #01-85 56 years lease 689.0 Tyre retail centre with showroomNorth Link Building Singapore 757695 from 2003

31 Loyang Way 16 years lease 2,510.4 Tyre retail centre with showroom Singapore 508729 from 2004

MALAYSIA16 Jalan Juru Nilai U1/20 Section U1 Freehold 6,968.0 Corporate office, tyre retail and Hicom Glenmarie Industrial Park service centre with showroom 40150 Shah Alam, Selangor and warehouse THAILAND111/2, 5 Moo 2, Highway 340, Freehold 7,740.0 Wheel factory with showroom and Suphanburi Road, Tambon Saiyai, warehouseAmphur Sainoi, Nonthaburi 11150 Thailand

INDONESIAKelapa Gading Boulevard Blok 7 years lease 144.0 Office with warehousePA 19 No. 4-5 Pegangsaan Dua from 2003Kelapa Gading, Jakarta UtaraIndonesia 14250

Jalan Sukarjo Wiryopranoto 28 years lease 484.0 Tyre retail and service centre with Block 4 GG-GH Kebon Kelapa, from 2004 showroom and warehouseGambir Jakarta Central Indonesia

Lot D-4, Jalan Kuala Kuningan 10 years lease 12,558.0 Truck service centre with Kuala Kencana, Light Industrial Park from 2004 retreading plant Tembagapura, Mimika Baru Papua, Indonesia


Statistics of ShareholdingsAs at 15 July 2005

Authorised Share Capital : $50,000,000.00 Issued and Paid Up : $21,120,563.10 Class of Shares : Ordinary shares of $0.10 each Voting Rights : 1 vote per share Distribution of Shareholdings No. of

Size of Shareholdings Shareholders % No. of Shares %

1 - 999 89 2.44 21,469 0.01 1,000 - 10,000 2,054 56.21 13,243,250 6.27 10,001 - 1,000,000 1,491 40.80 67,461,931 31.94 1,000,001 and above 20 0.55 130,478,981 61.78 TOTAL : 3,654 100.00 211,205,631 100.00

Based on the information available to the Company as at 15 July 2005, approximately 50.80% of the issued ordinary shares of the Company is held by the public and hence, Rule 723 of the Listing Manual issued by the Singapore Exchange Securities Trading Limited is complied with.

Twenty Largest Shareholders

No. Name No. of Shares %

1. LIM & TAN SECURITIES PTE LTD 30,057,500 14.232. MAYBAN NOMINEES (S) PTE LTD 20,640,000 9.77 3. WEE KOK WAH 13,210,252 6.25 4. WAH HOLDINGS PTE LTD 12,413,752 5.88 5. KWOK WAI YING DAWN 11,887,567 5.63 6. SINGAPORE NOMINEES PTE LTD 7,625,000 3.61 7. TEO CHENG TUAN DONALD 6,445,000 3.05 8. HSBC (SINGAPORE) NOMINEES PTE LTD 3,000,000 1.42 9. SOUTHERN NOMINEES (S) SDN BHD 3,000,000 1.42 10. KWOK WENG FAI 2,828,810 1.3411. UNITED OVERSEAS BANK NOMINEES PTE LTD 2,555,000 1.2112. ING NOMINEES (S’PORE) PTE LTD 2,510,000 1.1913. DBS NOMINEES PTE LTD 2,137,500 1.01 14. TAN CHAW @ TAN KOW TEE 2,009,000 0.95 15. HL BANK NOMINEES (S) PTE LTD 1,988,000 0.94 16. OCBC SECURITIES PRIVATE LTD 1,842,100 0.87 17. UOB KAY HIAN PTE LTD 1,733,500 0.82 18. CHIA KEE KOON 1,564,000 0.7419. DBS VICKERS SECURITIES (S) PTE LTD 1,522,000 0.72 20. KWEE LIONG TEK 1,510,000 0.71

TOTAL : 130,478,981 61.76


Name of Direct Interest Deemed InterestSubstantial Shareholders No of Shares % No of Shares %

Wee Kok Wah 13,210,252 6.25% 57,051,319 27.01%Dawn Wee Wai Ying 11,887,567 5.63% 58,374,004 27.64%Wah Holdings Pte Ltd 12,413,752 5.87% 23,500,000 11.13%Lim & Tan Securities Pte Ltd 29,829,000 14.12% – –

Note:Mr Wee Kok Wah is deemed to have an interest in the shareholdings of Mrs Dawn Wee Wai Ying and vice versa by virtue of their relationship as husband and wife. By virtue of Section 7 of the Singapore Companies Act, cap 50, Mr Wee Kok Wah and Mrs Dawn Wee Wai Ying are deemed to have an interest in the shares owned by Wah Holdings Pte Ltd.

Mr Wee Kok Wah is deemed to be interested in the shares held as follows:- Shares registered in names of Singapore Nominees Pte Ltd 7,500,000 Shares owned by Mrs Dawn Wee Wai Ying: – registered in name of Dawn Wee Wai Ying 11,887,567 – registered in name of HL Bank Nominees (S) Pte Ltd 1,750,000 Shares owned by Wah Holdings Pte Ltd: – registered in Wah Holdings Pte Ltd 12,413,752 – registered in name of Southern Nominees (S) Sdn Bhd 3,000,000 – registered in name of Mayban Nominees (S) Pte Ltd 20,500,000 57,051,319

Mrs Dawn Wee Wai Ying is deemed to be interested in the shares held as follows:- Shares registered in names of HL Bank Nominess (S) Pte Ltd 1,750,000 Shares owned by Mr Wee Kok Wah: – registered in name of Wee Kok Wah 13,210,252 – registered in name of Singapore Nominees Pte Ltd 7,500,000 Shares owned by Wah Holdings Pte Ltd: – registered in name of Wah Holdings Pte Ltd 12,413,752 – registered in name of Southern Nominees (S) Sdn Bhd 3,000,000 – registered in name of Mayban Nominees (S) Pte Ltd 20,500,000 58,374,004

List of Substantial ShareholdersAs at 15 July 2005 as recorded in the Register of Substantial Shareholders


Distribution of Warrant Holdings No. of

Size of Warrant Holdings Warrant Holders % No. of Warrants %

1 - 999 19 7.60 6,752 0.03 1,000 - 10,000 111 44.40 592,975 3.04 10,001 - 1,000,000 119 47.60 4,690,673 24.03 1,000,001 and above 1 0.40 14,231,468 72.90 TOTAL : 250 100.00 19,521,868 100.00

Twenty Largest Warrant Holders No. Name No. of Warrants %

1. WEE KOK WAH 14,231,468 72.90 2. CHEONG HOCK LAI 705,000 3.61 3. TAN KOK HIANG 213,000 1.09 4. LIM TECK CHEONG 212,500 1.09 5. LEE PUI CHEE 200,000 1.02 6. WONG WAI FONG 200,000 1.027. PANG FUI NAM 110,000 0.568. CHEW CHONG KEE 102,500 0.53 9. HON WONG YUEN NEE GIANG CHON 90,000 0.46 10. CHIANG SIEW JONG 77,500 0.40 11. PHILLIP SECURITIES PTE LTD 72,822 0.3712. UOB KAY HIAN PTE LTD 72,500 0.37 13. LEE MUN YEAN 66,000 0.34 14. DBS VICKERS SECURITIES (S) PTE LTD 52,000 0.27 15. LEE PEK LOK 50,000 0.26 16. TANG AH MOY 50,000 0.26 17. LAI CHEE TUCK 47,500 0.24 18. KIM ENG SECURITIES PTE. LTD. 46,000 0.24 19. EASTPOINT INTERNATIONAL MARKETING PTE LTD 43,750 0.2220. SEAH CHEONG LENG 43,750 0.22

TOTAL : 16,686,290 85.47

Statistics of WarrantholdingsAs at 15 July 2005


NOTICE IS HEREBY GIVEN that the Sixteenth Annual General Meeting of the shareholders of the Company will be held on Friday, 26 August 2005 at 3.00 p.m. at 19 Lok Yang Way Singapore 628635 to transact the following businesses:-

ORDINARY BUSINESS

1. To read, consider and adopt the balance sheet, the report of the Directors and Auditors and other accounts and documents required to be annexed to the balance sheet for the financial year ended 30 April 2005. Resolution 1

2. To approve the proposed Directors’ fees of $228,500. (2004 : $243,000) Resolution 2

3. To declare and approve a first & final dividend of 1.25 cents per share of 10 cents each less income tax of 20% for the financial year ended 30 April 2005. Resolution 3

4. To declare and approve a special dividend of 0.75 cent per share of 10 cents each less income tax of 20% for the financial year ended 30 April 2005. Resolution 4

5. To re-elect Mrs. Dawn Wee Wai Ying pursuant to Article 99 of the Articles of Association. Resolution 5

6. To re-elect Mr Goh Chee Wee pursuant to Article 99 of the Articles of Association [see Explanatory Note (a)]. Resolution 6

7. To pass the following resolution pursuant to Section 153(6) of the Companies Act, Cap. 50:- “That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr. Chua Kim Yeow be re-appointed as a Director of the Company to hold office until the next Annual General Meeting.” [see Explanatory Note (b)]. Resolution 7

8. To re-appoint Messrs Ernst & Young as auditors for the ensuing year and to authorise the Directors to fix their remuneration. Resolution 8

9. To transact any other business of the Company which may properly be transacted at an Annual General Meeting.

Notice of Annual General MeetingCompany Registration No: 198904416M


SPECIAL BUSINESS To consider and if thought fit to pass the following as Ordinary Resolutions:

10. “That pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange Securities Trading Limited, the Directors be and are hereby authorised to issue shares in the Company (whether by way of bonus issue, rights issue or otherwise) at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fit provided that:

(i) the aggregate number of shares to be issued pursuant to this Resolution does not exceed 50% of the issued share capital of the Company, of which the aggregate number of shares to be issued other than on a pro-rata basis to existing shareholders of the Company does not exceed 20% of the Company’s issued share capital;

(ii) for the purpose of determining the aggregate number of shares that may be issued under (i) above, the percentage of issued share capital shall be based on the issued share capital of the Company at the time this Resolution is passed, after adjusting for:

(a) new shares arising from the conversion or exercise of any convertible securities or employee share options that are outstanding when this Resolution is passed, and (b) any subsequent consolidation or subdivision of shares; and

(iii) unless revoked or varied by the Company in the general meeting, such authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.” [see Explanatory Note (c)]. Resolution 9

11. “That pursuant to Section 161 of the Companies Act, Cap. 50, the directors be and are hereby authorised to allot and issue from time to time such number of shares as may be required to be issued pursuant to the exercise of the Options under the STC Share Option Scheme 2001 (“the Scheme 2001”) provided always that

(a) the aggregate number of shares to be issued pursuant to the Scheme 2001 shall not exceed fifteen (15) per cent. of the total issued share capital of the Company from time to time and that, subject to such adjustments as may be made in accordance with the Scheme 2001; (b) the total number of shares in respect of which Options may be granted to any one of the Grantees shall not exceed ten (10) per cent. of the total number of shares available under the Scheme 2001; and

(c) the total number of shares in respect of which Options may be granted to any one of the non- Executive Directors shall not exceed 50,000.” [see Explanatory Note (d)] Resolution 10

Notice is hereby given that the Transfer Books and Register of Members of the Company will be closed on 15 September 2005 to 16 September 2005 for the preparation of dividend warrants.

Notice of Annual General Meeting (cont’d)


Duly completed transfers received by the Company’s Registrar, Messrs Lim Associates (Pte) Ltd of 10 Collyer Quay #19-08 Ocean Building Singapore 049315, up to the close of business at 5.00 p.m. on 14 September 2005 will be registered to determine shareholders’ entitlement to the proposed dividends. The dividends if approved, will be paid on 30 September 2005 to shareholders registered in the books of the Company on 14 September 2005.

In respect of shares in security accounts with the Central Depository (Pte) Limited (“CDP”), the said dividends will be paid by the Company to CDP which will in turn distribute the dividend entitlements to holders of shares in accordance with its practice.

By Order Of The BoardChuang Sheue LingCompany Secretary10 August 2005

Explanatory Notes: (a) Mr. Goh Chee Wee, an independent director, if re-elected, will remain as the member of Remuneration Committee .

(b) The effect of Ordinary Resolution 7 proposed in item 7 above is to re-appoint the Director who is over 70 years of age. Section 153(6) of the Companies Act, Cap. 50, provides that this resolution has to be passed by an Ordinary Resolution at the Annual General Meeting of the Company.

(c) The proposed ordinary resolution 9 above, if passed, will empower the Directors from the date of the Annual General Meeting until the date of the next Annual General Meeting to issue further shares in the Company. The maximum number of shares, which the Directors may issue under this resolution, shall not exceed the quantum set out in the resolution.

(d) The proposed ordinary resolution 10 above, if passed, will empower the Directors to issue shares in the Company pursuant to the STC Share Option Scheme 2001 (“the Scheme 2001”), duly approved at the Extraordinary General Meeting of the Company held on 22 June 2001.

Note:1. A member, entitled to attend and vote at this meeting, is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company.2. If a proxy is to be appointed, the form must be deposited at the registered office of the Company, at 19 Lok Yang Way Singapore 628635 not less than 48 hours before the meeting.3. The form of proxy must be signed by the appointor or his attorney duly authorised in writing.4. In case of joint shareholders, all holders must sign the form of proxy.

Notice of Annual General Meeting (cont’d)


Proxy Form Important1. For investors who have used their CPF monies to buy Stamford Tyres shares, this Annual Report is sent to them at the request of their CPF Approved Nominees solely FOR INFORMATION ONLY.

2. This Proxy Form is FOR USE ONLY BY MEMBERS whose shares in Stamford Tyres are registered in their names. It is not valid for use by CPF investors and persons whose shares are not registered in their own names, and shall be ineffective for all intents and purposes if used or purported to be used by them.

ANNUAL GENERAL MEETINGSTAMFORD TYRES CORPORATION LIMITED(Incorporated in Singapore)

I/We (Name)of (Address)

being a member/members of STAMFORD TYRES CORPORATION LIMITED hereby appoint:-

Name Address NRIC/Passport Number Proportion of shareholdings (%)

and/or (delete as appropriate)

Name Address NRIC/Passport Number Proportion of shareholdings (%)

or failing whom, the Chairman of the Meeting, as my/our proxy/proxies to vote for me/us on my/our behalf, at the Annual General Meeting of the Company to be held on Friday, 26 August 2005 at 3 p.m. and at any adjournment thereof.

I/We have indicated with an “✓“ in the appropriate box below how I/we wish my/our proxy/proxies to vote. If no specific direction as to voting is given, my/our proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the Meeting.

No. Resolutions For Against

1. Adoption of Directors’ Reports and Accounts.

2. Approval of Directors’ Fees.

3. Declaration of First & Final Dividend.

4. Declaration of Special Dividend.

5. Re-election of Mrs Dawn Wee Wai Ying as Director.

6. Re-election of Mr Goh Chee Wee as Director.

7. Re-appointment of Mr Chua Kim Yeow pursuant to Section 153(6)

8. Re-appointment of Auditors.

9. Authority to issue additional shares pursuant to Section 161

10. Authority to issue shares pursuant to Share Option Scheme

Dated this day of 2005

Signature(s) of Member(s)/Common Seal Total No. of Shares HeldIMPORTANT: PLEASE READ NOTES OVERLEAF


NOTES

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead.

2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.

3. A proxy need not be a member of the Company.

4. A member should insert the total number of shares held. If the member has shares entered against his name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he should insert that number of shares. If the member has shares registered in his name in the Register of Members of the Company, he should insert that number of shares. If the member has shares entered against his name in the Depository Register and registered in his name in the Register of Members, he should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate to all shares held by the member.

5. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 19 Lok Yang Way Singapore 628635 not less than 48 hours before the time set for the Meeting.

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.

7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

GENERAL

The Company shall be entitled to reject a Proxy Form which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of shares entered in the Depository Register, the Company may reject a Proxy Form if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.


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