stamford tyres corporation limited - listed...

ANNUAL REPORT 2001STAMFORD TYRES CORPORATION LIMITED

19 Lok Yang Way Jurong Singapore 628635

Tel: (65) 268 3111

Fax: (65) 264 0148 / 264 4708

E-mail: [email protected]

Website: www.stamfordtyres.com.sg

ST

AM

FO

RD

T

YR

ES

•

AN

NU

AL

R

EP

OR

T

20

01

2. President’s Statement

4. Board of Directors

6. Corporate Profile

8. Corporate Structure

9. Tyre Marts in Singapore

10. Presenting The World’s Best

12. Financial Highlight

29. Notes to the Financial Statements

51. List of Properties

52. Statistics of Shareholdings

53. Statistics of Warrantholdings

54. Notice of Annual General Meeting

56. Proxy Form

... since 1930’s

Stamford Tyres Annual Report 20011

PEOPLE~

• Foresight and focus by management

on our core business of tyres.

• Dedicated and well trained team

providing professional service

to all customers.

KNOWLEDGE~

• Constantly upgrading our team on

industry developments, new products

and market trends. Also, streamlining

our work process to ensure efficiency

and cost savings.

COHERENCE~

• By cross linking human effects

with technology, financial resources

and infrastructure.

... since 1930’s

2Stamford Tyres Annual Report 2001

President’s Statement

Our Performance

In the financial year ended 30 April 2001, the group achieved a turnover ofS$119 million, marking a marginal increase of 4.6% compared to the yearbefore. However, higher operating costs coupled with lower translated pricingled to a drop in net profits after tax to S$2.5 million.

Business Focus

For the year in review, we concentrated our business efforts in tyre retailing,distribution and commercial fleet management. These core competencies willremain our main focus in the next financial year. Plans are already in the pipelineto explore further expansion by making inroads in the region, especially AsiaPacific. Through our Falken’s distributorship, we are confident of tapping intoemerging opportunities and achieving new heights in markets such as Africaand Latin America.

Retail

Encouraged by the success of our retail operations in Singapore, we are optimisticabout our development and aim to further increase investments in this area.Feasibility studies are also done regularly to find suitable sites to expand thenumber of retail mega-marts in Singapore. The Group continues to be cautiousin evaluating existing sites, to ensure tyre marts that fail to meet target profitabilityare phased out subsequently.

In line with our Stamford tyre branding to be ‘Singapore’s Best’, our new andexisting Stamford tyre mart aims to establish itself in the Republic for selling andproviding quality tyres, wheels, car accessories and audio as well as excellentautomotive services.

The year in review has been a challenging one and despite a less than

certain regional and global economic climate, we will continue to focus

and intensify our efforts to maintain and improve profits.

PRESIDENT’SPRESIDENT’S STATEMENT


The ‘Singapore’s Best’ concept will extend to our regional operations when suitablelocations and market surveys warrant our entry.

Tyre Distribution

Stamford Tyres has established itself as a successful tyre distributor through ourwholesale companies regionally. We will continue to build on and strengthen ourrelationship with suppliers Falken, Continental, Toyo and South Pacific TyresAustralia to ensure continual success in our distribution operations.

With a goal to grow our fleet management, the Group targets to build additionalcommercial truck centers locally. Appropriate sites are being sought to furtherprovide the most comprehensive service to our customers. We willcontinue to look for opportunities to expand our fleet centers in Malaysia,China and Indonesia, to establish a stronger presence in thesemarkets.

Our aim is to provide fleet owners with a total package thatincludes fleet service engineers, management data system andtyre management services. This will help us achieve ourobjective to give fleet owners better quality services atcompetitive prices. The strategy is in line with our goal toprovide quality and cost-effective supply and service tothe large, medium and small fleet owners.

Overseas Operation

Our overseas operations have made efforts to keeptheir costs low by limiting headcount. Effectivesystems together with competitive pricing, which areconstantly reviewed, will allow us a quick inventory andreceivables turnover.

The Group is confident that investments in our overseasoperation to improve customer service will fulfill our long-termgoal – to enhance profitability, positioning and Stamford Tyrebranding in the market place.

Future

We forecast a strong growth for our overseas operations. However, asmost of the companies are still evolving, it will take time for us to consolidateour profits. By refining our systems to ensure better quality services tocustomers, we hope to achieve the expected market share and profitability. Weremain optimistic of a steady growth in this area as well.

Our team of dedicated staff and the expertise we have gained over the years inour distribution, retail and fleet operation will enable us to grow regionally. Althoughthe company is steadily expanding, the slowdown in the region will inevitablyaffect the profit growth. Our goal is to continue efforts to decrease costs andincrease volumes gradually, without sacrificing gross margins.

The year in review has been a challenging one and despite a less than certainregional and global economic climate, we will continue to focus and intensifyour efforts to maintain and improve profits.

Yours sincerely,

Wee Kok WahPresident & CEO


Top

Chua Kim Yeow (Chairman),

Bottom:

Wee Kok Wah (President & CEO),Dawn Wee Wai Ying (Executive Vice President ),

BOARDBOARD OF DIRECTORS


Board of Directors / Corporate Informaion

Top

Dr Kwok Weng Fai (Director),Joseph Ong Yong Loke (Director).

Bottom:

Tay Puan Siong (Director),Sam Chong Keen (Director),Goh Chee Wee (Director).


Poised for Growth

With its roots dating back to the 1930s, StamfordTyres Corporation Limited has grown from strengthto strength over the years. A wholly home-grownSingaporean company, Stamford Tyres today boastsa strong presence in different parts of the world.This achievement marks the fulfilment of its long-term vision to be a truly international company.

Stamford Tyres has set its sights to further expandglobally by seeking new opportunities in the regionand beyond: Malaysia, Thailand, Indonesia, China,Latin America, Africa, and more.

Propelled by the mission to be Singapore’s bestlocally and in the region, Stamford Tyres’s focusremain to be enhancing its retail business for theyear in review. The company’s chain of tyre andauto marts in Singapore, Malaysia and Indonesiacurrently offers products such as tyres, wheels, autoaccessories and quick-fit auto services to fleetcustomers and individual motorists.

In 2000, Stamford Tyres realised its ambitious plansfor a modern and sophisticated Mega Mart. Locatedin Jurong, Singapore, the new Mega Mart houses a3 000 sq m facility with 18 service bays, 11 000 sq

m warehouse, its corporate office and an 800 sq mshowroom for its latest tyres, wheels and autoaccessories. The Mega Mart is operated andmanned by highly-trained technicians and staffto ensure customers receive a service of thehighest standards.

The company will continue to seek and invest inmore retail mega-marts in Singapore over the yearsas part of our growth strategy, and to furtherestablish ourselves as a leading player in the tyredistribution field in Singapore.

To date, we have already establ ished acomprehensive and expansive distribution networkcovering offices in Asia Pacific and beyond. We aimto continue building on the established relationshipwe currently enjoy with our partners, who areleading manufacturers in tyre and wheelmanufacturing sector, to offer clients the mostsuperior products and services.

With a fast changing global business environment,Stamford Tyres plans to remain at the forefront byemploying the best, investing in its people andbringing its service levels to new heights.

CORPORATECORPORATE PROFILE


8

5

3

21

7

6

4

Stamford Tyres Corporation Limited

Singapore Subsidiary

Overseas Subsidiaries

Overseas Associate

9

CORPORATE STRUCTURE

9. Tyre Pacific (HK) Ltd

1. Stamford Tyres International Pte Ltd

2. Exnova Sdn Bhd (Malaysia)

3. Stamford Tires Distributor Co., Ltd. (Thailand)

4. STC Tires (USA) Inc.

5. STC Tyres (HK) Ltd

6. Stamford Tyres (Africa) (Proprietary) Ltd

7. PT Stamford Tyres Indonesia

8. Stamford Sport Wheels Co., Ltd. (Thailand)


11

6

9

12 42

1

8137

10

5

3

Mega Marts

1. Jurong 2. MacPherson 3. Bukit Batok19 Lok Yang Way 455 MacPherson Road 50 Bukit Batok St 23

Jurong Singapore 628635 Singapore 368173 #02-19 Midview Building

Tel: 262 3355 Tel: 841 3355 Singapore 659578

Fax: 262 1494 Fax: 742 8167 Tel: 261 3355

Ler Hwee Tiong - Group Retail Manager George Chia - Branch Manager (Opening late 2001)

STAMFORD TYRE MARTS IN SINGAPORE

Tyre Marts

4. Balestier

207 Balestier Road

#01-13 Balestier Tower

Singapore 329683

Tel: 256 3337

Fax: 256 8467

Contact person: Goh Eng Kue

5. Jalan Ahmad Ibrahim

400 Jalan Ahmad Ibrahim

Caltex Service Station

Singapore 619595

Tel: 262 0487

Contact person: Chan Fong Wei Jiek

6. East Coast

355 East Coast Road


Singapore 428972

Tel: 342 0981

Contact person: Yau Hock Jinn

7. Simon

25 Simon Road

Singapore 545912

Tel: 283 9697

Fax: 383 0164

Contact person: Ang Fong Chieh

8. Dunearn

130 Dunearn Road


Singapore 309436

Tel: 251 6055

Fax: 251 6544

Contact person: Lee Kum Hong

9. Thomson

553 Upper Thomson Road

Singapore 574416

Tel: 752 8769

Contact person: Yunos bin Abu Baker

10. Guillemard

225 Guillemard Road

Singapore 399739

Tel: 846 0252

Contact person: Leong Yew Poh

11. UBI - Kah Motor Sdn Bhd

370 Ubi Road

Singapore 408651

Tel: 840 6734

Contact person: Gan Keng Hin

12. Alexandra - Komocco Pte Ltd

253 Alexandra Road

Singapore 159936

Tel: 472 2778

Contact person: Ng Pau Long

13. Bukit Timah -

Tan Chong & Sons Motor

911 Bukit Timah Road

Singapore 589622

Tel: 463 4132

Contact person: Mohd Sulong


Ohtsu Tire and Rubber Co. Ltd

Continental Aktiengesellschaft

Ohtsu Tire & Rubber Co. Ltd is a major Japanese manufacturerspecialising in the production of Falken high-performance passengercar tyres. The company also supplies a full range of 4 x 4 tyres, lighttruck radials and bias tyres as well as truck radials and bias tyres formarkets in South-East Asia, China, Korea, the Indian Sub-Continent,South Africa and South America. Falken Tires also participates in anarray of auto races, providing tyres to entrants in competitions aroundthe world including rallies held in Singapore.

A high-tech German tyre manufacturer that supplies passenger carradials, light truck radials, bus and truck radials, and industrial solidtyres and agricultural tyres for commercial vehicles in Singapore,Malaysia, Brunei and Indonesia. The Continental Group is also involvedin supplying tyres for original equipment (OE). They are the OE supplierfor both passenger car and commercial vehicles for Porsche, BMW,Mercedes Benz, Volkswagon and DAF.

Stamford Tyres’ house label, “Sumo Tire” is a range of light truck, truckbias tyres, agricultural tyres and off-the-road tyres of Asian origin. Theseare our own designs and are according to Tyre and Rim Association(TRA) standards. The tyres are well-received by consumersinternationally. Firenza the new ST 03 series will be introduced to themarket by January 2002. It covers a wide range of high performancepassenger radial tyres that are manufactured in Japan.

PRESENTING THEPRESENTING THE WORLD’S BEST

Sumo Tire


AustraliaFull Range Of Car, Light Truck, Truck& Bus Radials & Agricultural Tyres

KoreaFull Range Of Car, Light Truck,

Truck & Bus Tyres

ThailandLight Truck, Truck, Bus,OTR & Agricultural Tyres

IndiaIndustrial Solid Tyres

Israel Agricultural, Off-The-Road,

Industrial & Multi-Purpose Tyres,Truck Bus Bias

ItalyAutomotive Batteries

JapanForge Light Alloy Wheels

ItalyLight Alloy Wheels

GermanyLight Alloy Wheels

South AfricaLight Alloy Wheels

ItalyLight Alloy Wheels

GermanyLight Alloy Wheels

TaiwanLight Alloy Wheels

JapanLight Alloy Wheels

JapanLight Alloy Wheels

JapanOff-The-Road, Truck & Bus Tyres,

Light Truck Radials

U.S.ATruck & Bus Radials,

OTR & Agricultural Tyres

China Truck & Bus Radials, Light Truck

& Truck Bias, Off-The-Road& Agricultural Tyres

ChinaLight Truck, Truck & Bus Tyres,

Off-The-Road

ChinaLight Truck & Truck Bus

Off-The-Road & Agricultural Tyres

U.S.A4 x 4 Tyres

TurkeyAgricultural / Industrial Tyres

MalaysiaAutomative Batteries

GermanyTruck Wheels

JapanLight Alloy Wheels, Sport Muffler

& Suspension


FINANCIAL HIGHLIGHTS

30 APRIL2001 2000 1999 1998 1997

Turnover (‘000) 119,083 113,842 104,374 92,110 112,982

Profit (loss) before tax (‘000) 3,651 10,541 5,131 (4,421) 2,439Profit (loss) after tax (‘000) 2,503 8,736 3,717 (5,674) 1,449Total assets (‘000) 132,495 131,120 98,350 99,278 102,546

Shareholders’ funds (‘000) 39,160 37,015 29,054 26,244 32,588Earnings/(loss) per share (cents) 4.4 14.6 5.7 (9.5) 2.4Dividend per share (cents) 2.50 2.50 2.50 0.75 1.25

Turnover (S$’000)2001

2000

1999

1998

1997

Profit/(Loss) Before Tax (S$’000)2001

2000

1999

1998

1997

Profit/(Loss) After Tax (S$’000)2001

2000

1999

1998

1997

Total Assets (S$’000)2001

2000

1999

1998

1997

Shareholders’ Funds (S$’000)2001

2000

1999

1998

1997

90,000 100,000 110,000 120,000

(7,000) (5,000) (3,000) (1,000) 1,000 3,000 5,000 7,000 9,000

70,000 90,000 110,000 130,000

26,000 30,000 34,000 38,000

39,16037,015

29,05426,244

32,588

132,495131,120

98,35099,278

102,546

2,5038,736

3,717(5,674)

1,449

3,65110,541

5,131(4,421)

2,439

119,083113,842

104,37492,110

112,982

(5,000) (3,000) (1,000) 1,000 3,000 5,000 7,000 9,000 11,000


Stamford Tyres Corporation Limitedand Subsidiary Companies

30 April 2001

Index Page

14. Corporate Data

15. Report of the Directors

21. Report on Corporate Governance

23. Statement by Directors

24. Auditors’ Report

25. Profit and Loss Accounts

26. Balance Sheets

27. Statements of Changes in Equity

28. Consolidated Statement of Cash Flow

29. Notes to the Financial Statements

51. List of Properties

52. Statistic of Shareholdings

53. Statistic of Warrantholdings

54. Notice of Annual General Meeting

56. Proxy Form


Board of DirectorsChua Kim Yeow – Chairman

Wee Kok WahDawn Wee Wai YingDr Kwok Weng FaiJoseph Ong Yong LokeTay Puan SiongSam Chong KeenGoh Chee Wee

Audit CommitteeTay Puan Siong – Chairman

Dawn Wee Wai YingJoseph Ong Yong LokeSam Chong Keen

Company SecretaryChuang Sheue Ling

Principal OfficersWee Kok Wah – President & CEO

Dawn Wee Wai Ying – Executive Vice President

Daniel Chia Choh Wah – Senior Vice President

Roger Chang Toon Weng – Senior Vice President

Conson Tiu Sia – Vice President (Finance)

Vice PresidentsHanifah A BakarLim Gek Choon

Assistant Vice PresidentsJackson LowClare LawCham Soon Kian

General Managers - Overseas SubsidiariesCham Soon Kian – MalaysiaHanifah A Bakar – USAJackson Low – Hong KongOng Kay Yong – South AfricaElly Pudjiati – Indonesia

CORPORATE DATA

AuditorsErnst & YoungCertified Public Accountants10 Collyer Quay#21-01 Ocean BuildingSingapore 049315Audit Partner: Yen Heng Fook

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

Principal BankersIndustrial & Commercial Bank LimitedOverseas Union Bank LimitedHL BankKeppel TatLee Bank LimitedBNP ParibasMalayan Banking BerhadHong Leong Finance LimitedUnited Overseas Bank Limited

Registered Office19 Lok Yang WayJurongSingapore 628635Tel: (65) 268 3111Fax: (65) 264 0147/ 264 4708E-mail: [email protected]: www.stamfordtyres.com.sg


The directors have pleasure in presenting their report together with the audited financial statements of the Company andof the Group for the financial year ended 30 April 2001.

Principal activities

The Company is principally an investment holding company.

The principal activities of the subsidiary companies consist of tyre wholesale, tyre retail, tyre retreading and equipment trading.

There have been no significant changes in the nature of these activities during the financial year.

Results for the financial year

Group Company

$’000 $’000

Profit before taxation 3,651 1,880Taxation (1,148) (697)

Profit after taxation 2,503 1,183Minority interests 142 –

Profit for the financial year attributable to the shareholders of the Company 2,645 1,183

In the opinion of the directors, the results of the operations of the Company and of the Group during the financial year havenot been affected by any item, transaction or event of a material and unusual nature.

Transfers to/from reserves and provisions

The following amounts have been credited to :

Share premium reserve- premium on issue of ordinary shares 1 1

Foreign currency translation reserve- exchange differences arising on consolidation 630 –

There were no material transfers to/from provisions except for those made in the normal course of operations as disclosedin the financial statements.

REPORT OF THE DIRECTORS


Dividends

During the financial year, the Company paid a final dividend of 10% (2.5 cents per ordinary share) less income tax,amounting to $1,117,500, in respect of the previous financial year as proposed in the Report of the directors of thatfinancial year.

The directors propose a final dividend of 10% (2.5 cents for ordinary share) less income tax, amounting to $1,132,632, bepaid in respect of the financial year just ended.

Share capital

During the financial year, the issued share capital of the Company was increased from 60,000,000 to 60,007,000 ordinary

shares by the issue of 7,000 new ordinary shares of $0.25 each for cash as a result of the exercise of 7,000 share optionsat an exercise price of $0.325 per share.

During the financial year, shares were issued by the following subsidiary companies :

Name of Description of Purpose of issuesubsidiary company shares issued

Stamford Sport Wheels 755,175 ordinary shares of Thai Baht Working capital Company Limited (formerly 100 each at par and 130,825 known as STC Auto preference shares of Thai Baht 100 Holdings Limited) each at par for cash

Stamford Tires Distributor 5,000 ordinary shares of Thai Baht Working capital Co., Ltd 100 each at par and

5,000 preference shares of Thai Baht100 each at par for cash

PT Stamford Tyres Indonesia 2,500 ordinary shares of Rp1,216,000 Incorporation andeach at par for cash working capital

Stamford Tyres (Africa) 999 ordinary shares of 1 Rand each at Working capital (Proprietary) Limited a premium of 789 Rand per share for cash

Acquisition and disposal of subsidiary companies

During the financial year :

(i) PT Stamford Tyres Indonesia was incorporated in Indonesia. The Company has a 70% interest in the subsidiary company.

(ii) Raffles Resources Singapore Pte Ltd, a wholly-owned subsidiary company, transferred its entire interest in Stamford

Tyres (Africa) (Proprietary) Limited to the Company for a consideration of $1.00.

(iii) The Company increased its shareholding in Stamford Sport Wheels Company Limited from 49% to 100% by acquiring

57,815 ordinary shares of Thai Baht 100 each at par from the other shareholders, at a cost of $242,906 which

represent the net assets value of the company at the date of acquisition.

There were no disposals of subsidiary companies during the financial year.



Directors of the Company

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

Chua Kim Yeow (Chairman)Wee Kok Wah (President)Dawn Wee Wai Ying (Executive Vice President)Kwok Weng Fai

Joseph Ong Yong LokeTay Puan SiongSam Chong Keen

Goh Chee Wee

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 Companies Act, Cap. 50, an interest in shares of the Company, as stated below :-

Held in thename of Directors Deemed Interest

Name of Director At 1.5.2000 At 30.4.2001 At 1.5.2000 At 30.4.2001

Stamford Tyres Corporation LimitedOrdinary shares of $0.25 each

Wee Kok Wah 16,650,090 16,650,090 8,568,054 8,568,054Dawn Wee Wai Ying 8,568,054 8,568,054 16,650,090 16,650,090Kwok Weng Fai 1,008,016 1,008,016 – –

Joseph Ong Yong Loke 89,000 89,000 – –

Stamford Tyres Corporation LimitedWarrant 2002

Wee Kok Wah 4,687,227 4,687,227 2,570,416 2,570,416

Dawn Wee Wai Ying 2,570,416 2,570,416 4,687,227 4,687,227Kwok Weng Fai 302,404 302,404 – –Joseph Ong Yong Loke 11,700 11,700 – –

By virtue of Section 7 of the Companies Act, Cap. 50, Wee Kok Wah and Dawn Wee Wai Ying are deemed to have aninterest in the ordinary shares of all the subsidiary companies at the beginning and at the end of the financial year.

There was no change in any of the abovementioned interests between the end of the financial year and 21 May 2001.

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

Since the end of the previous financial year, no director has received or has become entitled to receive benefits undercontracts required to be disclosed by Section 201(8) of the Companies Act, Cap. 50, except those as disclosed in thefinancial statements.

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangements, to whichthe 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.



Audit Committee

The Audit Committee comprises 4 board members, 3 of whom are independent non-executive directors :

Tay Puan Siong (Chairman and non-executive Director)Joseph Ong Yong Loke (Non-executive Director)Sam Chong Keen (Non-executive Director)Dawn Wee Wai Ying

The Audit Committee held three meetings during the financial year and carries out the following :

(1) review the audit plan with the external auditor;(2) review with the external auditor their evaluation of internal controls together 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; and(7) review of interested person transactions.

The Audit Committee has nominated Messrs Ernst & Young to be reappointed as auditors of the Company by the membersat the Company’s forthcoming Annual General Meeting.

Share options and warrants to subscribe for ordinary shares

Details of outstanding share options and warrants to subscribe for ordinary shares in the Company are as follow :

(a) Share options

On 22 June 2001, the shareholders approved the introduction of the STC Share Option Scheme 2001 (the “Scheme”)to replace the Stamford Tyres Employees’ Share Option Scheme (the “Existing Scheme”). The termination of theExisting Scheme does not effect the rights of the holders of the outstanding option issued under that scheme.

The Scheme is open to full-time confirmed employees, executive and non-executive directors, but not controllingshareholders or their associates of the Company, and entitles the option holders to exercise their options andsubscribe for new ordinary shares in the Company either at the market price or at a price set at a discount notexceeding 20% of the market price. Market price is equal to the average last dealt price of the share for 3 consecutivetrading days immediately preceding the offer date. The total number of shares that may be issued shall not exceed15% of the issued share capital of the Company. Options granted with the exercise price set at market price may beexercised after the first anniversary of the offer date. Options granted with the exercise price set at a discount tomarket price may only be exercised after the second anniversary of the offer date. Executive options granted underthe Scheme are exercisable for a period of 10 years whereas non-executive options are exercisable for a period of5 years from the offer date.



The Scheme is administered by members of the Company’s Compensation Committee and comprise :

Wee Kok Wah

Dawn Wee Wai YingSam Chong Keen

Chua Kim Yeow acts as an advisor to the Committee.

At the end of the financial year, outstanding options to take up unissued ordinary shares of $0.25 each in the Company

are as follow :

Date of Balance at Balance at Exercise Expirygrant 1.5.2000 Exercised Cancelled 30.4.2001 Price date

4.3.1999 915,000 (7,000) (160,000) 748,000 $0.325 4.3.2004

On 23 June 2001, pursuant to the Scheme, 1,970,000 options were granted to eligible employees to take up 1,970,000unissued ordinary shares of $0.25 each in the Company at an exercise price of $0.315 each, which is determinedbased on 20% discount to the market price. These options will expire on 22 June 2011. No directors or employeesof the Group have received 5% or more of the total number of options available under the Scheme.

(b) Warrants

As at 30 April 2001, the Company has 18,000,000 (2000 : 18,000,000) unissued ordinary shares of $0.25 each as aresult of the issue of bonds due 2002 with 18,000,000 detachable warrants in 1997 entitling the holders of thewarrants to subscribe for 18,000,000 new ordinary shares of $0.25 each in the Company at $0.50 per share at anytime up to 11 February 2002. No warrants were converted into ordinary shares during the financial year.

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

Asset values

Before the profit and loss account and balance sheet of the Company were made out, the directors took reasonable steps

to ascertain that :-

(a) action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and

have satisfied themselves that all known bad debts had been written off and that adequate provision had been madefor doubtful debts; and

(b) any current assets which were unlikely to realise their book value in the ordinary course of business had been

written down to their estimated realisable values or adequate provision had been made for the difference betweenthose values.

At the date of this report, the directors are not aware of any circumstances which would render :

(a) any amount written off or provided for bad and doubtful debts in the Group inadequate to any substantial extent; and

(b) the values attributed to current assets in the consolidated financial statements misleading.



Charges and contingent liabilities

Since the end of the financial year no charge on the assets of the Company or any company in the Group has arisen whichsecures the liabilities of any other person.

Since the end of the financial year no contingent liability of the Company or any company in the Group has arisen.

No contingent or other liability of the Company or any company in the Group has become enforceable or is likely to

become enforceable within the period of twelve months after the end of the financial year which, in the opinion of thedirectors, will or may substantially affect the ability of the Company and of the Group to meet their obligations as and whenthey fall due.

Other circumstances affecting the financial statements

At the date of this report the directors are not aware of any circumstances not otherwise dealt with in this report or the

consolidated financial statements which would render any amount stated in the financial statements of the Company andthe consolidated financial statements misleading.

Unusual items after the financial year

In the opinion of the directors other than the items disclosed in Note 34, no item, transaction or event of a material andunusual nature has arisen in the interval between the end of the financial year and the date of this report which would

affect substantially the results of the operations of the Company or of the Group for the financial year in which this reportis made.

Auditors

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

On behalf of the Board,

Wee Kok Wah

Director

Dawn Wee Wai YingDirector

Singapore15 August 2001



The Company is committed to maintain a high standard of corporate governance within the Group. Good corporategovernance establishes and maintains a legal and ethical environment in the Group which strives to preserve the interestsof all stakeholders.

Board of Directors

The Board comprises :

Non-executive Directors

Chua Kim YeowKwok Weng Fai

Joseph Ong Yong LokeTay Puan SiongSam Chong Keen

Goh Chee Wee

Executive Directors

Wee Kok Wah

Dawn Wee Wai Ying

The Board oversees the business affairs of the Group, approves the Group’s strategic plans, key business initiatives, major

investments 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 supportits functions.

The Board met three times during the financial year to review, consider and approve strategic, operational and financialmatters, 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.

Audit Committee

The details of the members and functions of the Audit Committee are stated in the Report of the Directors.

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 haveunrestricted access to the Audit Committee. The Audit Committee has reasonable resources to enable it to dischargeits functions properly.

The Audit Committee may examine whatever aspects it deems appropriate of the Group’s financial affairs, its internal andexternal 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 keepsunder review the Company’s programme to monitor compliance with its legal, regulatory and contractual obligations.

In the opinion of the directors, the Company complies with the Best Practices Guide, with respect to the Audit Committee.

REPORT ON CORPORATE GOVERNANCE


Compensation Committee

The Compensation Committee comprises :

Wee Kok WahDawn Wee Wai YingSam Chong Keen

Chua Kim Yeow acts as an advisor to the Committee.

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

Internal code on dealings with securities

Besides the Board of Directors, Audit Committee and Compensation Committee, the Company has also put in place aninternal code on dealings with securities. This “Code” has been issued to directors and employees setting out theimplications on insider trading. The Code was modelled after the Best Practices Guide issued by the Singapore Exchange

Securities Trading Limited (“SGX-ST”).

Policy on dissemination of Public Information

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.


Wee Kok WahDirector


Singapore

15 August 2001

REPORT ON CORPORATE GOVERNANCE


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

(a) the accompanying balance sheets, profit and loss accounts, statements of changes in equity and consolidated statementof cash flows together with the notes thereto are drawn up so as to give a true and fair view of the state of affairs of theCompany and of the Group as at 30 April 2001, and the results and changes in equity of the Company and of the

Group 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.


Wee Kok Wah

Director


Singapore15 August 2001

Statement by Directors Pursuant to Section 201(15)


We have audited the financial statements of Stamford Tyres Corporation Limited set out on pages 25 to 50. Thesefinancial statements comprise the balance sheets of the Company and of the Group as at 30 April 2001, the profit andloss accounts and the statements of changes in equity of the Company and of the Group and statement of cash flows

of the Group for the year then ended, and the notes thereto. These financial statements are the responsibility of theCompany’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 andperform 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 wellas evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion.

In our opinion :

(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, Chapter 50(“the Act”) and Singapore Statements of Accounting Standard and so as to give a true and fair view of :

(i) the state of affairs of the Company and of the Group as at 30 April 2001, and the results and changes in equity

of the Company and of the Group and cash flows of the Group for the year then ended; and(ii) the other matters required by Section 201 of the Act to be dealt with in the financial statements and consolidated

financial statements;

(b) the accounting and other records, and the registers required by the Act to be kept by the Company and by thosesubsidiary companies incorporated in Singapore of which we are the auditors have been properly kept in accordance

with the provisions of the Act.

We have considered the financial statements and auditors’ reports of all subsidiary companies of which we have not acted

as auditors, being financial statements included in the consolidated financial statements. The names of those subsidiarycompanies audited by member firms of Ernst & Young International and other certified public accounting firms are statedin Note 32 to the financial statements.

We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financialstatements of the Company are in form and content appropriate and proper for the purposes of the preparation of the

consolidated financial statements and we have received satisfactory information and explanations as required by us forthose purposes.

The auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification and inrespect of subsidiary companies incorporated in Singapore did not include any comment made under Section 207(3) ofthe Act.

ERNST & YOUNGCertified Public AccountantsSingapore

15 August 2001

AUDITORS’ REPORT to the Members of Stamford Tyres Corporation Limited


Group CompanyNote 2001 2000 2001 2000

$’000 $’000 $’000 $’000

Revenue 3 119,083 113,842 – –

Other revenue 4 479 184 3,479 3,144

Total revenue 119,562 114,026 3,479 3,144

Less: Costs and expenditure

Cost of goods sold 87,143 81,136 – –Salaries and employees benefits 9,185 9,009 – –Marketing and promotion 4,644 4,252 – –Utilities and maintenance 3,024 2,521 63 –Amortisation and depreciation 2,681 2,116 – –

Operating lease rentals 1,838 2,568 – –Other operating expenses 4,878 3,826 572 243

Total expenditure (113,393) (105,428) (635) (243)

Profit from operating activities 5 6,169 8,598 2,844 2,901Exceptional items 6 – 4,522 – –Finance costs 7 (3,949) (3,392) (964) (960)

Share of profits of associated companies 1,431 813 – –

Profit before taxation 3,651 10,541 1,880 1,941

Taxation 8 (1,148) (1,805) (697) (549)

Profit after taxation 2,503 8,736 1,183 1,392

Minority interests 142 15 – –

Profit for the financial year attributable to the shareholders of the Company 2,645 8,751 1,183 1,392

Earnings per share (cents) : 9

- basic 4.41 14.59

- diluted 4.39 14.59

The accounting policies and explanatory notes on pages 29 to 50 form an integral part of the financial statements.

PROFIT AND LOSS ACCOUNTS for the year ended 30 April 2001(In Singapore dollars)


Group CompanyNote 2001 2000 2001 2000

$’000 $’000 $’000 $’000Non-current assets

Property, plant and equipment 10 38,189 33,162 – –Subsidiary companies 11 – – 24,498 46,715Associated companies 12 7,533 5,717 60 73Amounts due from related parties 13 30 23 – –Intangible assets 14 25 159 – –

45,777 39,061 24,558 46,788Current assets

Inventories 15 35,695 34,552 – –Trade receivables 16 46,491 52,124 – –Other receivables 17 2,301 3,743 26,666 4,199Marketable securities 18 31 – – –Cash and bank balances 2,200 1,640 11 27

86,718 92,059 26,677 4,226Less : Current liabilities

Trade payables 18,500 21,364 – –Trust receipts and bills payable (secured) 19 21,811 22,985 – –Other payables 20 5,380 6,157 603 530Short-term loans (secured) 21 4,508 8,001 24,001 –Hire purchase liabilities 22 472 591 – –Provision for taxation 2,907 2,049 187 108Proposed dividend 1,133 1,118 1,133 1,118

54,711 62,265 25,924 1,756

Net current assets 32,007 29,794 753 2,470Non-current liabilities

Hire purchase liabilities 22 561 559 – –Long-term loans (secured) 23 37,474 30,002 – 24,000Deferred taxation 24 443 1,007 – –

(38,478) (31,568) – (24,000)

39,306 37,287 25,311 25,258

Equity

Share capital 25 15,002 15,000 15,002 15,000Reserves 24,158 22,015 10,309 10,258

39,160 37,015 25,311 25,258Minority interests 146 272 – –

39,306 37,287 25,311 25,258


BALANCE SHEETS as at 30 April 2001

(In Singapore dollars)


Foreigncurrency

Share Share Capital Revenue translationcapital premium reserve reserve reserve Total$’000 $’000 $’000 $’000 $’000 $’000

Group

Balance at 30 April 1999 15,000 9,827 143 4,275 (191) 29,054Exchange differences arising on consolidation – – – – 328 328Profit for the financial year attributable to the shareholders of the Company – – – 8,751 – 8,751Dividend (Note 26) – – – (1,118) – (1,118)

Balance at 30 April 2000 15,000 9,827 143 11,908 137 37,015Issue of ordinary shares by exercise of share options 2 1 – – – 3Exchange differences arising on consolidation – – – – 630 630Profit for the financial year attributable to the shareholders of the Company – – – 2,645 – 2,645Dividend (Note 26) – – – (1,133) – (1,133)

Balance at 30 April 2001 15,002 9,828 143 13,420 767 39,160

Company

Balance at 30 April 1999 15,000 9,827 – 157 – 24,984Profit for the financial year attributable to the shareholders of the Company – – – 1,392 – 1,392Dividend (Note 26) – – – (1,118) – (1,118)

Balance at 30 April 2000 15,000 9,827 – 431 – 25,258Issue of ordinary shares by exercise of share options 2 1 – – – 3Profit for the financial year attributable to the shareholders of the Company – – – 1,183 – 1,183Dividend (Note 26) – – – (1,133) – (1,133)

Balance at 30 April 2001 15,002 9,828 – 481 – 25,311


STATEMENTS OF CHANGES IN EQUITY for the year ended 30 April 2001

(In Singapore dollars)


2001 2000$’000 $’000

Cash flows from operating activities :

Profit from operating activities 6,169 8,598Adjustments for: Amortisation of intangible assets 169 75 Depreciation of property, plant and equipment 2,512 2,041 Property, plant and equipment written off 281 454 (Gain)/loss on disposal of property, plant and equipment (94) 49 Foreign currency translation adjustment 266 457 Interest income (69) (60) Loss on disposal of marketable securities 8 – Provision for diminution in value of marketable securities 25 –

Operating profit before reinvestment in working capital 9,267 11,614

Increase in inventories (1,143) (4,820)Decrease/(increase) in receivables 7,180 (20,030)(Decrease)/increase in payables (3,709) 13,121(Decrease)/increase in trust receipts and bills payable (1,174) 6,023

Cash generated from operations 10,421 5,908

Interest income received 69 60Interest paid (3,869) (3,245)Income tax paid (927) (1,038)Dividend paid (1,118) (1,110)Exceptional items – (186)

Net cash provided by operating activities 4,576 389

Cash flows from investing activities :

Additions to marketable securities (119) –Additions to property, plant and equipment (8,467) (12,760)Proceeds from disposal of property, plant and equipment 680 76Proceeds from insurance compensation – 5,294Proceeds from disposal of marketable securities 55 –Additions to intangible assets (30) –

Net cash used in investing activities (7,881) (7,390)

Cash flows from financing activities :

(Repayment)/net proceeds from hire purchase liabilities (117) 49Repayment of long-term loans (1,083) (2,172)Proceeds from long-term loans 9,431 –Proceeds from share issue 3 –

Net cash provided by/(used in) financing activities 8,234 (2,123)

Net increase/(decrease) in cash and cash equivalents 4,929 (9,124)Cash and cash equivalents at beginning of financial year (Note 27) (5,273) 3,851

Cash and cash equivalents at end of financial year (Note 27) (344) (5,273)


CONSOLIDATED STATEMENT OF CASH FLOW for the year ended 30 April 2001(In Singapore dollars)


1. Corporation information

Stamford Tyres Corporation Limited is a limited liability company incorporated in Singapore. Its registered office is at19 Lok Yang Way, Jurong, Singapore 628635.

The principal activity of the Company is that of an investment holding company. The principal activities of the subsidiarycompanies consist of tyre wholesale, tyre retail, tyre retreading and equipment trading. There have been no significantchanges in the nature of these activities during the financial year.

The Group operates in 7 countries and employed 334 employees (2000 : 296) as of 30 April 2001. The Company hadno employees as at 30 April 2001 and 2000.

2. Summary of significant accounting policies

(a) Basis of preparation

The financial statements of the Company and of the Group, which are expressed in Singapore dollars, are preparedunder the historical cost convention and in accordance with Singapore Statements of Accounting Standard (“SAS”)issued by the Institute of Certified Public Accountants of Singapore and the applicable provisions of the CompaniesAct, Chapter 50.

(b) Basis of consolidation

The financial statements of the Group incorporate the financial statements of the Company and all its subsidiarycompanies to the end of the financial year. The results of subsidiary companies acquired or disposed of during theyear are included in or excluded from the respective dates of acquisition or disposal as applicable. Inter-companybalances 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 basisoutlined in paragraph (n).

The financial statements of subsidiary companies are prepared for the same reporting period as the Companyusing consistent accounting policies.

(c) Revenue recognition

Revenue from sale of products is recognised upon passage of title to the customers which generally coincides withtheir delivery and acceptance, net of goods and services tax, and sales returns. Revenue from the rental of tyresis recognised based on the actual usage of tyres by customers.

Dividend income is accrued on the basis of dividends declared by the investee companies.

(d) Depreciation of property, plant and equipment

No depreciation is provided on freehold land. Depreciation on leasehold land and buildings is calculated on thestraight line method over their estimated useful lives which range between 18 to 52 years.

Depreciation on plant and equipment is calculated on the reducing balance method at a fixed annual rate ofbetween 5% to 20% on these assets so as to reduce their net book values to their residual net realisable value ondisposal at the end of their anticipated useful lives.

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

A full year’s depreciation is charged in the financial year of acquisition. No depreciation is charged in the financialyear of disposal.

Fully depreciated assets are retained in the financial statements until they are no longer in use.

(e) Borrowing costs

Borrowing costs are recognised as expense in the financial year in which they are incurred.

NOTES TO THE FINANCIAL STATEMENTS 30 April 2001(In Singapore dollars)


(f) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. The cost of an asset comprisesits purchase price and any directly attributable costs of bringing the asset to working condition for its intended use.Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance andrepairs are charged to the profit and loss account.

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

(g) Subsidiary companies

Investments in subsidiary companies are stated in the financial statements of the Company at cost. Provision ismade for any diminution in value that is other than temporary.

(h) Associated companies

An associated company is defined as a company, not being a subsidiary, in which the Group has a long-terminterest of not less than 20% of the equity and in whose financial and operating policy decisions the Groupexercises 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 theconsolidated balance sheet. Where the audited financial statements 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 managementfinancial statements to the end of the accounting period.

The investments in associated companies are stated in the Company’s financial statements at cost. Provision ismade for any diminution in value that is other than temporary.

(i) Intangible assets

Goodwill consists of the excess of the consideration paid over the fair values of the net assets of business acquiredand is amortised to the profit and loss account on a straight line basis over 5 years.

Preliminary, pre-operating expenses and deferred expenditure are stated at cost and amortised to the profit andloss account over a period of 5 years on a straight line basis upon commencement of operations.

(j) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on a weighted average costmethod and includes all costs in bringing the inventories to their present location and condition. In the case ofretread products, 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 afterallowing for the costs of realisation and, where appropriate, the cost of conversion from the existing state to afinished condition.

Tyres rented to customers (“inventories held for rental”) are stated at cost less amount charged to the profit andloss account. The charge is calculated based on the actual running hours of usage of the tyres by the customer inrelation to the estimated total running hours of between 2,000 and 8,000.

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

(k) Marketable securities

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

(l) Leased assets

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



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

Rental expenses pursuant to operating leases are charged to the profit and loss account.

(m)Deferred taxation

Deferred tax is accounted for under the liability method whereby the charge for the financial year is based on thedisclosed book profit after adjusting for all permanent differences. The amount of taxation deferred on account ofall timing differences is reflected in the deferred taxation account. Deferred tax benefits are not recognised unlessthere is reasonable expectation of their realisation.

(n) Foreign currencies

Foreign currency transactions

Transactions arising in foreign currencies during the year are translated and recorded at rates closely approximatingthose ruling on transaction dates. Foreign currency monetary assets and liabilities are translated into local currencyat the exchange rates ruling at the balance sheet date. All exchange differences arising from translation areincluded in the profit and loss account.

Foreign entities

For inclusion in the consolidated financial statements, all assets and liabilities of foreign subsidiary companies andassociated companies are translated into Singapore dollars at exchange rates ruling at the balance sheet date andthe results of foreign subsidiary companies and associated companies are translated into Singapore dollars at theweighted average exchange rates. Exchange differences due to such currency translations are included in foreigncurrency translation reserve.

Forward contracts

Gains and losses arising from forward contracts on foreign currencies are recognised in the profit and loss accountat their maturity dates.

(o) Related parties

Related parties in these financial statements refer to entities in which certain directors are able to exert significantinfluence in making financial and operating decisions. The Group has no equity interest in these entities.

(p) Cash and cash equivalents

Cash and cash equivalents consist of cash at bank and in hand less bank overdrafts and revolving credit facilities.

3. RevenueGroup Company

2001 2000 2001 2000$’000 $’000 $’000 $’000

Wholesale and distribution sales 98,404 97,061 – –Retail sales 20,463 16,617 – –Services 216 164 – –

119,083 113,842 – –

4. Other revenue

Gross dividend income from a subsidiary company – – 2,135 1,800Interest income from :- a subsidiary company – – 1,344 1,344- external parties 69 60 – –Sundry income 303 39 – –Rental income 107 85 – –

479 184 3,479 3,144



5. Profit from operating activitiesGroup Company

2001 2000 2001 2000$’000 $’000 $’000 $’000

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

Depreciation of property, plant and equipment 2,512 2,041 – –Directors’ remuneration :- directors of the Company 1,118 1,020 126 129- other directors of subsidiary companies 150 35 – –Provision for doubtful trade receivables 1,140 1,416 – –Provision for obsolete inventories 846 409 – –Property, plant and equipment written off 281 454 – –Auditors’ remuneration :- auditors of the Company • current year’s audit fees 223 206 66 91 • over provision of audit fees in prior years (21) (40) (18) (38) • non-audit fees 55 50 13 –- other auditors 46 47 – –Bad trade debts written off 185 3 – –Amortisation of intangibles 169 75 – –(Gain)/loss on disposal of property, plant and equipment (94) 49 – –Foreign exchange translation loss/(gain) 59 462 38 (15)Provision for diminution in value of :- marketable securities 25 – – –- subsidiary companies – – 322 –Loss on disposal of marketable securities 8 – – –

Directors’ remuneration

Number of directors in remuneration bands are as follow :Company

2001 2000

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

8 8



6. Exceptional itemsGroup

2001 2000$’000 $’000

Surplus of insurance claims over net book value of property, plant and equipment destroyed by fire – 4,708Costs incurred in relation to the mandatory relocation of a business activity – (186)

– 4,522

7. Finance costsGroup Company

2001 2000 2001 2000$’000 $’000 $’000 $’000

Interest expense on :- long-term loans 1,561 1,645 964 960- bank overdrafts, trust receipts and bills payable and hire-purchase liabilities 2,388 1,747 – –

3,949 3,392 964 960

8. TaxationProvision/(provision no longer required) for taxation in respect of profit for the financial year : Current taxation 1,198 646 629 517 Deferred taxation (Note 24) (41) 946 – –

1,157 1,592 629 517 Under/(over) provision in respect of previous financial years : Current taxation 587 68 68 32 Deferred taxation (Note 24) (519) – – –

1,225 1,660 697 549Associated companies (77) 145 – –

1,148 1,805 697 549

The tax charge for the Group is higher from the amount determined by applying the Singapore tax rate of 24.5% (2000: 25.5%) on the profit before taxation and minority interest primarily because the tax losses of certain subsidiarycompanies are not available for set-off against the taxable profits of other subsidiary companies and the application ofhigher tax rates in the countries in which the overseas subsidiary companies operate.

As at 30 April 2001, the Group has unutilised tax losses of approximately $303,000 (2000 : $1,649,000) and unutilisedcapital allowances of approximately $809,000 (2000 : $128,000) which may, subject to the agreement with therelevant tax authorities, be carried forward and utilised to set-off against future taxable profits.

The tax charge for the Company is higher than the amount determined by applying the Singapore tax rate of 24.5%(2000 : 25.5%) because certain expenses are not deductible for taxation purposes.



9. Earnings per share

The calculation of earnings per share (“EPS”) is based on the following figures :Group

2001 2000$’000 $’000

Group earnings used for the calculation of EPS :

Profit for the financial year attributable to the shareholders of the Company 2,645 8,751

’000 ’000Number 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 60,007 60,000Adjustment for outstanding share options 198 –Weighted average number of ordinary shares in issue used for the calculation of diluted EPS 60,205 60,000

Basic earnings per share is calculated on the Group profit for the financial year attributable to the shareholders of theCompany divided by the weighted average number of ordinary shares in issue during the financial year.

Diluted earnings per share is calculated on the same basis as Basic earnings per share except that the weightedaverage number of ordinary shares in issue during the financial year have been adjusted for the effects of all dilutivepotential ordinary shares. The effects of warrants were anti-dilutive and ignored in calculating diluted EPS.

10.Property, plant and equipment

Motor vehicles,leasehold

Leasehold improvement,Freehold land and plant and Construction-

land buildings equipment in-progress Total$’000 $’000 $’000 $’000 $’000

GroupCost : At beginning of the financial year 2,330 22,099 15,112 – 39,541 Foreign currency translation adjustment (76) (263) 239 – (100) Additions – 4,577 3,339 551 8,467 Disposals – – (972) – (972) Written off – (381) (79) – (460) Reclassification – (136) 136 – –

At end of the financial year 2,254 25,896 17,775 551 46,476



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

Motor vehicles,leasehold

Leasehold improvement,Freehold land and plant and Construction-

land buildings equipment in-progress Total$’000 $’000 $’000 $’000 $’000

GroupAccumulated depreciation : At beginning of the financial year – 2,017 4,362 – 6,379 Foreign currency translation adjustment – (15) (24) – (39) Charge for the financial year – 840 1,672 – 2,512 Disposals – – (386) – (386) Written off – (166) (13) – (179) Reclassification – (5) 5 – –

At end of the financial year – 2,671 5,616 – 8,287

Charge for 2000 – 711 1,330 – 2,041

Net book value : At end of the financial year 2,254 23,225 12,159 551 38,189

At beginning of the financial year 2,330 20,082 10,750 – 33,162

The Group’s freehold and certain leasehold land and buildings with a net book value at 30 April 2001 of $20,696,000(2000 : $17,829,000) are subject to legal mortgages referred to in Note 21 and 23.

The Group has plant and equipment under hire purchase contracts with a net book value at 30 April 2001 of $2,196,000(2000 : $2,008,000).



11.Subsidiary companiesCompany

2001 2000$’000 $’000

Unquoted equity shares, at cost (Note 32) 12,937 8,303Less : Provision for diminution in value of shares (806) (484)

12,131 7,819

Loans to subsidiary companies (unsecured)* 13,767 37,859Amounts due from subsidiary companies (non-trade) 7,009 1,037Amounts due to subsidiary companies (non-trade) (8,409) –

12,367 38,896

24,498 46,715

Analysis of provision for diminution in value against cost of investment : At beginning of financial year 484 484 Provision for the financial year 322 –

At end of financial year 806 484

*The unsecured loans to subsidiary companies are as follow :

Balance Interest rate Repayment terms2001 2000 2001 2000$’000 $’000 % %

Loan 1 13,767 13,767 2.89 2.89 No fixed repayment termsand not expected to berepaid within the next 12months

Loan 2 – 23,659 – 4.00 Repayable in full on orbefore 11 February 2002

Loan 3 – 433 – – Settled during financial year

13,767 37,859

Loan 2 is due to be settled on or before 11 February 2002 and, accordingly, has been included in other receivables asloan receivable from a subsidiary company (Note 17).

The non-trade amounts due from and to subsidiary companies are unsecured, interest-free and are not expected tobe repaid within the next 12 months.

Details of the subsidiary companies are set out in Note 32.



12.Associated companiesGroup Company

2001 2000 2001 2000$’000 $’000 $’000 $’000

Unquoted equity shares, at cost 1,550 1,563 220 233

Share of post-acquisition reserves 4,879 3,483 – –Foreign currency translation adjustment 1,104 671 – –

7,533 5,717 220 233Less : Provision for diminution in

value against cost of investment – – (160) (160)

7,533 5,717 60 73

Details of the associated companies are set out in Note 32.

13.Amounts due from related parties

Loan 1,916 1,916 1,916 1,916

Current accounts (non-trade) 30 89 – –

1,946 2,005 1,916 1,916

Provision for doubtful recovery of the loan (1,916) (1,982) (1,916) (1,916)

30 23 – –

Analysis of provision for the doubtful

recovery of the loan :At beginning of financial year 1,982 1,982 1,916 1,916Amounts written off against

provision (66) – – –

At end of financial year 1,916 1,982 1,916 1,916

The loan to a related party is made under a pledge made by the directors cum shareholders of the shares they hold inthe related party. These directors cum shareholders have also provided an indemnity to the Company and Group. Thecurrent accounts are unsecured. The loan and current accounts are interest-free, have no fixed terms of repaymentand are not expected to be repaid within the next 12 months.



14.Intangible assetsPreliminary andpre-operating Deferred

Goodwill expenses expenditure Total$’000 $’000 $’000 $’000

GroupCost :At beginning of financial year 61 380 342 783Foreign currency translation adjustment – 26 – 26Addition – 30 – 30

At end of financial year 61 436 342 839

Amortisation :At beginning of financial year 61 221 342 624Foreign currency translation adjustment – 21 – 21Provided during the financial year – 169 – 169

At end of financial year 61 411 342 814

Charge for 2000 – 75 – 75

Net book value :At end of financial year – 25 – 25

At beginning of financial year – 159 – 159

15.InventoriesGroup

2001 2000$’000 $’000

Inventories for resale 35,385 35,693Inventories held for rental 1,409 –Raw materials 650 131

37,444 35,824Less : Provision for obsolescence (1,749) (1,272)

35,695 34,552

Inventories are made up as follow : - cost 32,099 32,892 - cost less amount charged to the profit and loss account (inventories held for rental) 1,409 – - net realisable value 2,187 1,660

35,695 34,552

Provision for obsolescence : At beginning of financial year 1,272 980 Foreign currency translation adjustment 59 1 Provision for the financial year 846 409 Inventories written off against provision (428) (118)

At end of financial year 1,749 1,272



16.Trade receivablesGroup

2001 2000$’000 $’000

External parties 50,331 55,797Associated companies – 707Related parties 1,302 5,961

51,633 62,465Less : Provision for doubtful receivables from : - external parties 4,742 5,123 - associated companies – 258 - related parties 400 4,960

(5,142) (10,341)

46,491 52,124

Analysis of provision for doubtful receivables :

At beginning of financial year 10,341 9,375Foreign currency translation adjustment 112 (7)Provision for the financial year 1,140 1,416Bad debts written off against provision (6,451) (443)

At end of financial year 5,142 10,341

Bad external trade debts written off directly to the profit and loss accounts 185 3

17.Other receivablesGroup Company

2001 2000 2001 2000$’000 $’000 $’000 $’000

Loan receivable from a subsidiary company – – 23,659 –Amounts due from :- a subsidiary company – – 1,884 3,093- associated companies 175 1,424 – –- shareholders of subsidiary companies – – 1,106 1,087- shareholders of associated companies 231 230 231 230Deposits 536 521 – –Prepayments 235 164 – 3Staff loans 200 233 – –Sundry receivables 1,013 955 – –Income tax recoverable 125 430 – –

2,515 3,957 26,880 4,413Less : Provision for doubtful receivables (214) (214) (214) (214)

2,301 3,743 26,666 4,199

The loan receivable from a subsidiary company is unsecured, bears interest at 4% (2000 : 4%) per annum andreceivable in full on or before 11 February 2001 (Note 11).

The non-trade amounts due from the subsidiary and associated companies and the shareholders of subsidiary andassociated companies are unsecured, interest-free and have no fixed repayment terms.

Staff loans are unsecured, bear interest from 4% to 8% (2000 : 4% to 8%) per annum and repaid in fixed monthlyinstalments not exceeding 5 years from the date of grant of the loan.



18.Marketable securitiesGroup

2001 2000$’000 $’000

Quoted equity shares, at cost 56 –Less : Provision for diminution in value of investment (25) –

31 –

Market value at end of financial year 31 –

19.Trust receipts and bills payable - secured

Trust receipts and bills payable are secured by a corporate guarantee from the Company and a negative pledge overthe assets of Stamford Tyres International Pte Ltd except its leasehold buildings.

20.Other payablesGroup Company

2001 2000 2001 2000$’000 $’000 $’000 $’000

Amounts due to : - subsidiary companies – – 132 23

- associated companies 89 100 89 100 - a related party – 37 – –Accruals 2,045 2,007 382 407

Payroll and staff related expenses 795 948 – –Retention money payable in relation to construction of a leasehold property 1,089 587 – –

Sundry creditors 1,362 2,478 – –

5,380 6,157 603 530

The non-trade amounts due to subsidiary companies, associated companies and a related party are unsecured,interest-free and have no fixed terms of repayment.

21.Short-term loans (secured)

Bank overdrafts 2,441 6,213 1 –

Revolving credit facilities 103 700 – –Long-term loans - current portion (Note 23) 1,964 1,088 24,000 –

4,508 8,001 24,001 –

The bank overdrafts are secured over the freehold land and building of Stamford Sport Wheel Company Limited,and a negative pledge over the assets of Stamford Tyres International Pte Ltd except its leasehold buildings, andcorporate guarantees from the Company. The bank overdrafts bear interest from 6.5% to 6.9% (2000 : 5.75% to10%) per annum.

The revolving credits facilities from a finance company are secured by legal mortgage over certain leasehold buildingsof Stamford Tyres International Pte Ltd and corporate guarantee from the Company. The revolving credits bear interestat 6.88% (2000 : 7.25%) per annum.



22.Hire purchase liabilities

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

GroupMinimum Present value Minimum Present valuepayments of payments payments of payments

2001 2001 2000 2000$’000 $’000 $’000 $’000

Within one year 535 472 644 591After one year but not more than five years 633 557 648 559More than five years 5 4 – –

638 561 648 559

Total minimum hire purchase payments 1,173 1,033 1,292 1,150Less: Amounts representing finance charges (140) – (142) –

Present value of minimum hire purchase payments 1,033 1,033 1,150 1,150

23.Long-term loans (secured)Group Company

2001 2000 2001 2000$’000 $’000 $’000 $’000

Loans from a finance company:- Loan A 1,314 1,497 – –- Loan B 1,211 1,382 – –- Loan C 498 – – –- Loan D 403 – – –

3,426 2,879 – –Loans from banks :- Loan E 18,000 18,000 18,000 18,000- Loan F 2,765 3,091 – –- Loan G 717 1,103 – –- Loan H – 17 – –- Loan I 3,186 – – –- Loan J 4,928 – – –- Loan K 416 – – –

30,012 22,211 18,000 18,0004% Bonds due on 11 February 2002 6,000 6,000 6,000 6,000

39,438 31,090 24,000 24,000Less : Current portion (Note 21) (1,964) (1,088) (24,000) –

Long-term portion of loans 37,474 30,002 – 24,000

Loans A and B bear interest ranging from 6.25% to 7.50% (2000 : 7.13%) per annum and repayable in 120 equalmonthly instalments commencing October 1996. These loans are secured by mortgages over certain leaseholdbuildings of Stamford Tyres International Pte Ltd and a corporate guarantee from the Company.

Loans C and D bear interest at 5.88% per annum and repayable in 120 equal monthly instalments commencing April2001. These loans are secured by mortgages over certain leasehold buildings of Stamford Tyres International Pte Ltdand a corporate guarantee from the Company.

Loan E is secured by a negative pledge over all the assets of the Company and Stamford Tyres International Pte Ltdexcept its leasehold buildings. It bears interest at 4% (2000 : 4%) per annum and repayable on 11 February 2002.



23.Long-term loans (secured) (cont’d)

Loan F bears interest at 1.75% (2000 : 1.75%) per annum above the lending bank’s Base Lending Rate. The loan issecured by assignment of the land and building of STC Tyres (Malaysia) Sdn Bhd and a guarantee from the Company.The loan is repayable in equal monthly instalments over a maximum period of 10 years commencing 6 months afterthe drawdown.

Loan G bears interest at 5.5% (2000 : 2%) per annum above the bank’s cost of funds. It is secured against the landand building of Stamford Sport Wheels Company Limited and a guarantee from the Company. The loan is repayablein 59 monthly instalments commencing May 1998.

Loan H was settled during the financial year.

Loan I bears interest at 6.00% (2000 : nil) per annum and repayable in 240 equal monthly instalments commencingMarch 2001. This loan is secured by mortgage over a leasehold building of Stamford Tyres International Pte Ltd anda corporate guarantee from the Company.

Loan J bears interest at 6.63% (2000 : nil) per annum and repayable in 30 equal quarterly instalments commencingApril 2001. This loan is secured by a mortgage over a leasehold building of Stamford Tyres International Pte Ltd anda corporate guarantee from the Company.

Loan K bears interest at 5.50% (2000 : nil) per annum and repayable in 120 equal monthly instalments commencingNovember 2000. This loan is secured by a mortgage over a leasehold building of Stamford Tyres International Pte Ltdand a corporate guarantee from the Company.

The 4% Bonds together with 18,000,000 warrants were issued pursuant to a Transferable Term Loan Facility andSubscription Agreement dated 6 August 1996. The Company and its subsidiary companies may at any time purchaseor acquire the bonds in the open market and may, at their option, retain, sell, cancel or otherwise deal with them. TheBonds are repayable on 11 February 2002. The Bonds are secured by a negative pledge over all the assets of theCompany and Stamford Tyres International Pte Ltd except its leasehold buildings.

Loan E and the 4% Bonds are due to be repaid by the Company on 11 February 2002 and, accordingly, have beenincluded under the current portion of long-term loans. Negotiations are underway for a new 3 year term loan to bedrawn by Stamford Tyres International Pte Ltd which will be used to repay the amounts due under Loan E and the 4%Bonds. The new term loan will bear interest at approximately 2% per annum over Swap Offer Rate. In view of therefinancing arrangement, Loan E and the 4% Bonds continue to be classified as long-term loans of the Group.

Accounting treatment under Singapore Accounting Standards 32 :“Financial Instruments : Disclosure and Presentation” (“SAS 32”)

Loan E and the 4% Bonds (“Term Loan/Bonds”) are recorded in the financial statements at their principal valueswhilst no value is attributed to the warrants. If the Group were to early adopt the accounting treatment under SAS 32which is applicable for financial periods beginning 1 October 2000 in respect of the Term Loan/Bonds, the totalconsideration of $24,000,000 on initial recognition would be ascribed as follow :

$’000

Present value of Term Loan/Bonds 20,760Value of warrants 3,240

24,000

The warrants would be ascribed a value of $3,240,000, being the difference between the principal amount of the TermLoan/Bonds and its present value on initial recognition. This amount would be amortised over 5 years (the duration ofthe Term Loan/Bonds) using the discount method.

If SAS 32 had been adopted when presenting these financial statements, the profit after taxation for the year of theGroup and the Company would have been reduced by the amortisation charge of the discount of approximately$671,000 (2000 : $652,000). The net assets of the Group and the Company would have been increased byapproximately $544,000 (2000 : $1,215,000) representing the allocated value of the warrants less the cumulativediscount amortised.



24.Deferred taxationGroup

2001 2000$’000 $’000

At beginning of financial year 1,007 61Foreign currency translation adjustment (4) –(Provision no longer required)/provision for the financial year (Note 8) (41) 946Overprovision in respect of the previous financial year (Note 8) (519) –

At end of financial year 443 1,007

The deferred taxation arises as a result of : Excess of net book value over tax written down value of property, plant and equipment 533 550 Sundry provisions (90) 457

443 1,007

25.Share capitalGroup & Company

2001 2000$’000 $’000

Authorised : 100,000,000 ordinary shares of $0.25 each 25,000 25,000

Issued and fully paid : At beginning of year : 60,000,000 ordinary shares of $0.25 each 15,000 15,000 Issued during the year : 7,000 (2000 : nil) ordinary shares of $0.25 each at $0.325 per share for cash on the exercise of options 2 –

At end of year : 60,007,000 (2000 : 60,000,000) ordinary shares of $0.25 each 15,002 15,000

During the financial year the issued share capital of the Company was increased from 60,000,000 to 60,007,000ordinary shares by the issuance of 7,000 new ordinary shares of $0.25 each for cash as a result of the exercise of7,000 share options at an exercise price of $0.325 per share.

As at 30 April 2001, there were :

(i) 748,000 (2000 : 915,000) outstanding options entitling holders to subscribe at any time between 5 March 2000to 4 March 2004 for the same number of ordinary shares in the Company at an exercise price of $0.325 per share.

(ii) 18,000,000 (2000 : 18,000,000) outstanding warrants entitling holders to subscribe at any time up to 11 February2002 for the same number of ordinary shares in the Company at an exercise price of $0.50 per share.

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

26.Dividend

Proposed final dividend of 2.5 cents (2000 : 2.5 cents) per ordinary share less income tax at 24.5% (2000 : 25.5%) 1,133 1,118



27.Cash and cash equivalents

Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts :

Group2001 2000$’000 $’000

Cash and bank balances 2,200 1,640Bank overdrafts and revolving credit facilities (Note 21) (2,544) (6,913)

Cash and cash equivalents (344) (5,273)

28.Commitments

(i) Operating lease commitments

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

Leases which expire : Within one year 736 630 Within two to five years 2,053 2,202 After five years 5,916 5,421

8,705 8,253

The Group leases a number of offices, warehousing facilities and retail outlets under operating leases. The leasestypically run for an initial period of 2 to 5 years, with an option to renew the lease after that date. Lease rentals areusually adjusted during the renewals to reflect market rentals.

(ii) Capital commitments

Commitments in respect of contracts placed for the purchase of property, plant and equipment 4,711 4,795Other amounts approved by directors but not committed for the purchase of property, plant and equipment 5,277 8,000

9,988 12,795

(iii) Other commitments

As at financial year end, the Group has the following outstanding foreign exchange forward contract commitmentsfor the purpose of hedging against currency fluctuations in connection with payment of overseas trade creditors :

To buy :- United States dollars 3,964 3,300- Deutsche mark 4,013 1,253- Australian dollars 950 –- New Zealand dollars 642 –

9,569 4,553

To sell Deutsche mark 2,564 –

Unrealised forex (loss)/gain not accounted for (169) 47



29.Contingent liabilitiesGroup Company

2001 2000 2001 2000$’000 $’000 $’000 $’000

Guarantees issued for bank facilities granted to subsidiary companies – – 39,008 37,495

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

30.Statutory information required by paragraph 7 of the Ninth Schedule of the Companies Act, Cap. 50

The amounts payable by and debts payable to the Company at the balance sheet date are as follow :

Company2001 2000

$’000 $’000

Amounts payable by the Company :Not later than two years :- term loans and bank overdraft 24,001 24,000- dividend 1,133 1,118- others 790 638Later than two years but not later than five years :- amounts due to subsidiary companies 8,409 –

34,333 25,756

Debts payable to the Company :Not later than two years :- loans and amounts due from subsidiary companies 32,552 28,222- amounts due from shareholders of subsidiary and associated companies 1,337 1,317Later than two years but not later than five years :- loan due from a subsidiary company 13,767 13,767Later than five years :- loan due from a related party 1,916 1,916

49,572 45,222

31.Segment information

The Group operates in a one segment industry, that of tyre wholesale, tyre retail, retread and related equipmenttrading, and its operating businesses are organised and managed separately based on geographic areas, with eachsegment representing a strategic business unit that offers different products and serves different markets.

The following tables present revenue and profit information regarding geographical segments for the years ended 30April 2001 and 2000 and certain asset and liabilities information regarding geographical segments at 30 April 2001and 2000.

The Group companies use a cost plus basis for the inter-segment pricing for sales of goods where sufficient margin isagreed between the transacting parties.



31

.Seg

men

t in

form

atio

n (c

ont’d

)

Hon

g K

ong/

Lati

n A

mer

ica/

Tota

l of

Sin

gapo

reM

alay

sia

Thai

land

Chi

naM

iam

iO

ther

sse

gmen

tsE

limin

atio

nC

onso

lidat

ed2

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0

Rev

enue

Exte

rnal

sal

es76

,678

78,8

1415

,348

13,3

036,

890

6,34

09,

092

6,21

77,

333

9,16

83,

742

–11

9,08

311

3,84

2–

–11

9,08

311

3,84

2

Inte

r se

gmen

t sal

es22

,260

20,7

202,

470

2,81

436

41,

496

306

249

218

––

–25

,618

25,2

79(2

5,61

8)(2

5,27

9)–

–

Oth

er r

even

ue3,

732

3,24

752

448

258

266

814

123

618

37–

5,02

24,

438

(4,5

43)

(4,2

54)

479

184

Tota

l rev

enue

102,

670

102,

781

18,3

4216

,599

7,83

68,

504

9,53

96,

489

7,55

79,

186

3,77

9–

149,

723

143,

559

(30,

161)

(29,

533)

119,

562

114,

026

Segm

ent r

esul

t9,

896

9,15

11,

317

917

6089

11,

035

932

(457

)56

(289

)2

11,5

6211

,949

(4,7

58)

(3,1

08)

6,80

48,

841

Less

: U

nallo

cate

d co

rpor

ate

expe

nses

(635

)(2

43)

Pro

fit fr

om o

pera

ting

activ

ities

6,16

98,

598

Exce

ptio

nal i

tem

s–

4,52

2

Fina

nce

cost

s(3

,949

)(3

,392

)

Shar

e of

pro

fits

of a

ssoc

iate

d co

mpa

nies

–(1

)1,

249

819

182

(5)

1,43

181

31,

431

813

Pro

fit b

efor

e ta

xatio

n an

d m

inor

ity in

tere

sts

3,65

110

,541

Taxa

tion

(1,1

48)

(1,8

05)

Min

ority

inte

rest

s14

215

Pro

fit fo

r th

e fin

anci

al y

ear

attr

ibut

able

to

the

sha

reho

lder

s of

the

Com

pany

2,64

58,

751



31

.Seg

men

t in

form

atio

n (c

ont’d

)

Hon

g K

ong/

Lati

n A

mer

ica/

Tota

l of

Sin

gapo

reM

alay

sia

Thai

land

Chi

naM

iam

iO

ther

sse

gmen

tsE

limin

atio

nC

onso

lidat

ed2

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

02

00

12

00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0$’

000

$’00

0

Oth

er in

form

atio

nSe

gmen

t ass

ets

99,3

8010

0,11

625

,230

23,0

6610

,619

14,8

164,

856

4,61

34,

145

6,54

05,

183

2914

9,41

314

9,18

0(2

4,48

0)(2

3,82

3)12

4,93

312

5,35

7

Asso

ciat

ed

com

pani

es–

––

–22

525

27,

308

5,67

7–

––

(212

)7,

533

5,71

7–

–7,

533

5,71

7

Una

lloca

ted

asse

ts–

––

––

––

––

––

––

––

–29

46

Tota

l ass

ets

99,3

8010

0,11

625

,230

23,0

6610

,844

15,0

6812

,164

10,2

904,

145

6,54

05,

183

(183

)15

6,94

615

4,89

7(2

4,48

0)(2

3,82

3)13

2,49

513

1,12

0

Segm

ent l

iabi

litie

s48

,764

53,5

5418

,740

17,2

795,

444

11,4

152,

876

3,57

94,

714

6,54

85,

127

2,73

685

,665

95,1

11(6

1,78

5)(6

7,59

0)23

,880

27,5

21

Una

lloca

ted

liab

ilitie

s–

––

––

––

––

––

––

––

–69

,309

66,3

12

Tota

l lia

bilit

ies

48,7

6453

,554

18,7

4017

,279

5,44

411

,415

2,87

63,

579

4,71

46,

548

5,12

72,

736

85,6

6595

,111

(61,

785)

(67,

590)

93,1

8993

,833

Othe

r seg

men

t inf

orm

atio

n

Capi

tal e

xpen

ditu

re7,

456

12,1

2310

124

853

031

27

1837

359

––

8,46

712

,760

––

8,46

712

,760

Sign

ifica

nt n

on-c

ash

exp

ense

s:D

epre

ciat

ion

and

am

ortis

atio

n1,

652

1,30

949

833

134

136

132

2611

489

44–

2,68

12,

116

––

2,68

12,

116

Prov

isio

n fo

r dou

btfu

l t

rade

rece

ivab

les

623

739

566

5029

613

384

295

231

34–

1,14

01,

416

––

1,14

01,

416

Prov

isio

n fo

r obs

olet

e i

nven

torie

s53

917

989

127

6973

127

122

29–

–84

640

9–

–84

640

9

“Oth

ers”

com

pris

e In

done

sia,

Pap

ua N

ew G

uine

a an

d So

uth

Afric

a.



32.Subsidiary and associated companies

The subsidiary and associated companies at 30 April 2001 are :-

Name of company Percentage(Country of Principal activities Cost of of equity held

incorporation) (Place of business) investment by the Group2001 2000 2001 2000$’000 $’000 % %

Subsidiary companiesHeld by the Company :

* Boon Tyre Holdings Investment holding @ @ 100 100Limited (Hong Kong)(Hong Kong)

* Exnova Sdn Bhd Tyre wholesale 580 580 100 100(Malaysia) (Malaysia)

#* Stamford Tires Tyre wholesale 44 6 49 49Distributor Co., Ltd (Thailand)(Thailand)

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

* Stamford Sport Wheels Manufacturing of 4,075 235 100 49Company Limited aluminium alloy(formerly known as wheelSTC Auto Holdings (Thailand)Limited)(Thailand)

** STC Tyres (HK) Tyre wholesale 1,040 1,040 100 100Limited (Hong Kong)(Hong Kong)

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

#* STC Tyres Limited Tyre wholesale 574 574 49 49(Thailand) (Thailand)

## STC Tires (USA) Inc. Tyre wholesale 14 14 100 100(United States of (United States of America)America)

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

#* Stamford Auto Mart Retailing and distribution 21 6 49 49Limited of tyres(Thailand) (Thailand)

++ Stamford International Inactive 322 322 100 100Trading (Tianjin) (People’s Republic ofCo. Ltd. China)(People’s Republic ofChina)

Stamford Tyres Tyre wholesale, retail 4,338 4,338 100 100International Pte Ltd and retreading(Singapore) (Singapore)

* Stamford Tyre Mart Retailing and distribution @ @ 100 100Sdn Bhd of tyres(Malaysia) (Malaysia)



32.Subsidiary and associated companies (cont’d)

Name of company Percentage(Country of Principal activities Cost of of equity held

incorporation) (Place of business) investment by the Group2001 2000 2001 2000$’000 $’000 % %

## Stamford Tyres (PNG) Under liquidation 162 162 100 100Pty Limited (Papua New Guinea)(Papua New Guinea)

Wahsan Trading Pte Ltd Inactive 368 368 100 100(Singapore) (Singapore)

** Stamford Tyres Retailing and distribution 260 @ 100 100(Africa) (Proprietary) of tyresLimited (South Africa)(South Africa)

## PT Stamford Tyres Retailing and 481 – 70 –Indonesia distribution of tyres(Indonesia) (Indonesia)

12,937 8,303

Held by Boon Tyre Holdings Limited:

Raffles Resources Inactive – – 100 100Singapore Pte Ltd (Singapore)(Singapore)

Associated companies** Stamford Tyres Philippines Inactive 40 40

Incorporated (Philippines)(Philippines)

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

** Tyre Pacific (HK) Limited Tyre wholesale 50 50++ (Hong Kong) (Hong Kong)

* Audited by member firms of Ernst & Young International.

** Audited by other firms of certified public accountants.

@ Cost of investment at one hundred units of local currency or less.# The company is treated as a subsidiary company and incorporated in the consolidated financial

statements as the Group has the power to control, by agreement, the financial and operating policiesof the management of the company.

## Not required to be audited under the laws of the country of incorporation.

++ 31 December year end.

33.Related party transactions

In addition to the information on related parties shown elsewhere in the notes to the financial statements, the Grouphas significant transactions with other related parties on terms agreed between the parties as follow :

Group2001 2000$’000 $’000

Sales to associated companies 168 212Rental of premises paid to a company in which a director of an overseas subsidiary company has an interest 38 32



34.Subsequent events

Significant events occurring after balance sheet date are :

(i) On 23 June 2001, the Company granted 1,970,000 options under the STC Share Option Scheme 2001 to eligibleemployees to subscribe for 1,970,000 ordinary shares of $0.25 each in the Company at an exercise price of$0.315 per share. These options will expire on 22 June 2011.

(ii) On 27 July 2001, a settlement for $3,000,000 inclusive of interests and costs was reached between a subsidiarycompany, Stamford Tyres International Pte Ltd (“STIPL”), and its insurers on a disputed claim for consequentiallosses, increased cost of working capital and installation of fire sprinklers in relation to the June 1997 fire whichdestroyed STIPL’s warehouse. The settlement sum, net of attributable expenses, will be recognised in the profitand loss account in the next financial year.

(iii) On 28 July 2001, Stamford Tyres International Pte Ltd entered into an option to purchase one unit of leaseholdflatted warehouse located at No. 10 Admiralty Street #01-85, Singapore 757696 for a purchase consideration of$1,100,000. A booking fee of $55,000 has been paid and the remaining purchase consideration is payableprogressively over the construction period of the property. The delivery of vacant possession of the property isexpected to be not later than 11 July 2007.

35.Comparative figures

The presentation and classification of items in the financial statements have been changed to comply with therequirements of SAS 1 (Revised 1999) - “Presentation of financial statements”, SAS 15 (Revised 1999) - “Leases”and SAS 23 (Revised 1999) - “Segmental Reporting” which became effective for the financial year ended 30 April2001. As a result, new disclosures have been made, particularly, additional line items have been included in the profitand loss account, the Statement of Changes in Equity has been added, and additional corporate information disclosureshave been made in the notes to the financial statements. Accordingly, certain of the comparative figures have beenreclassified to provide a proper comparison with the current financial year’s presentation.



LIST OF PROPERTIES

Location Tenure Area (sqm) Description

Singapore

19 Lok Yang Way Leasehold 13,257.6 Present location of corporate office,Singapore 628635 tyre retail and service centre with

show room and warehouse

21 Lok Yang Way Leasehold 7,352.6 WarehouseSingapore 628636

21-A Lok Yang Way Leasehold 5,769.5 Truck Service Centre with showroom,Singapore 628637 retreading plant and warehouse

207 Balestier Road Freehold 143.5 Tyre retail centre with showroom#01-13 BalestierTowerSingapore 329683

455 Macpherson Road Leasehold 951.0 Tyre retail centre with showroomSingapore 368173

50 Bukit Batok Street 23 Leasehold 276.0 Construction in progress#02-19 Midview BuildingSingapore 659578

Malaysia

16 Jalan Juru Nilai Freehold 6,968.0 Corporate office, tyre retail andU1/20 section U1 service centre with showroom andHicom Glenmarie warehouseIndustrial Park40150 Shah Alam

Thailand

111/2 Moo 2 Freehold 7,740.0 Corporate office, tyre retail andHighway 340 service centre with showroom andSuphanburi Road warehouseTambon SaiyaiAmphur SainoiNonthaburi 11150


STATISTIC OF SHAREHOLDINGS as at 16 August 2001

Authorised capital : $25,000,000Issued and fully paid shares : $15,001,750Class or shares : Ordinary shares of $0.25 eachVoting rights : One vote for each share

Distribution of Shareholders

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

1 - 1,000 513 21.32 511,542 0.85

1,001 - 10,000 1,575 65.46 7,259,940 12.10

10,001 - 1,000,000 310 12.89 11,985,358 19.97

1,000,001 and above 8 0.33 40,250,160 67.08

Total: 2,406 100.00 60,007,000 100.00

Twenty Largest Shareholders

No. Name No. of Shares %

1. Comfort Group Ltd 12,164,000 20.272. Hong Leong Finance Nominees Pte Ltd 8,030,000 13.383. HL Bank Nominees (S) Pte Ltd 5,900,000 9.83

4. Singapore Nominees Pte Ltd 5,062,000 8.445. Kwok Wai Ying Dawn 4,668,054 7.786. United Motor Works International Pte Ltd 1,768,000 2.95

7. Wee Kok Wah 1,650,090 2.758. Kwok Weng Fai 1,008,016 1.689. DBS Nominees Pte Ltd 717,000 1.19

10. United Overseas Bank Nominees Pte Ltd 589,000 0.9811. Teo Kwang Chwee Billy 335,000 0.5612. Overseas Union Bank Nominees Pte Ltd 302,000 0.50

13. Tan Yong Chiang or Tan Hui Liang 259,000 0.4314. Tan Bung How Jimmy 200,000 0.3315. Ang Hao Yao 178,000 0.30

16. Chiang Kok Meng 175,000 0.2917. Philip Securities Pte Ltd 160,858 0.2718. Sophia Ang Bee Leng 154,000 0.26

19. Goh Geok Ling 143,000 0.2420. Chia Kee Koon 141,000 0.23

43,604,018 72.66

List of Substantial Shareholders as at 16 August 2001 as recorded in the Register of Substantial Shareholders

Name of Substantial Shareholders Direct / Beneficial Interest Deemed InterestNo. of Shares % No. of Shares %

Wee Kok Wah 16,650,090 27.75 – –

Dawn Wee Wai Ying 8,568,054 14.28 – –

Comfort Group Limited 12,164,000 20.27 – –

Singapore Labour Foundation – – 12,164,000 20.27


STATISTIC OF WARRANTHOLDINGS as at 16 August 2001

Distribution of Warrantholders

Size of Warrantholdings No. of Warrantholders % No. of Warrants %

1 - 1,000 402 37.36 319,752 1.78

1,001 - 10,000 542 50.37 2,420,400 13.45

10,001 - 1,000,000 130 12.08 4,353,005 24.18

1,000,001 and above 2 0.19 10,906,843 60.59

Total: 1,076 100.00 18,000,000 100.00

Twenty Largest Warrantholdings

No. Name No. of Warrants %

1. HL Bank Nominees (S) Pte Ltd 7,257,643 40.32

2. Comfort Group Ltd 3,649,200 20.27

3. Kwok Weng Fai 302,404 1.68

4. Philip Securities Pte Ltd 264,400 1.47

5. Wee Kok Wah 223,800 1.24

6. Voo Jan Yin 160,000 0.89

7. VP Chandiramani 125,000 0.69

8. Lim Ah Toh 100,000 0.56

9. Tan Teng Yew 100,000 0.56

10. Tan Lai Chuan 90,000 0.50

11. Hon Wong Yuen nee Giang Chon 80,000 0.44

12. See Wee Kiat 73,000 0.41

13. Ng Chin Yong 68,000 0.38

14. Lau Boon Hwee 63,000 0.35

15. Oen Wee Hong 57,000 0.32

16. Lim Liang Thiam 50,000 0.28

17. Neo Hock Chin 50,000 0.28

18. Ong Khian Heng 50,000 0.28

19. Yeo Kian Kok 50,000 0.28

20. Lim Kim Beng 47,000 0.26

12,860,447 71.46


STAMFORD TYRES CORPORATION LIMITED(Incorporated in Singapore)

NOTICE IS HEREBY GIVEN that the Twelfth Annual General Meeting of the shareholders of the Company will be held onFriday, 28 September 2001 at 4 p.m. at 19 Lok Yang Way Jurong Singapore 628635 to transact the following businesses :

Ordinary Business1. 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 year ended 30 April 2001. Resolution 1

2. To approve the proposed Directors’ fees of $125,500 (2000: $129,000). Resolution 2

3. To declare and approve a first and final dividend of 10% (2.5 cents per share of 25 cents each) less tax of 24.5% forthe year ended 30 April 2001. Resolution 3

4. To re-elect Dr. Kwok Weng Fai pursuant to Article 99 of the Articles of Association. Resolution 4

5. To re-elect Mr Sam Chong Keen pursuant to Article 99 of the Articles of Association. [see ExplanatoryNote (a)] Resolution 5

6. To re-appoint Messrs Ernst & Young as auditors for the ensuing year and to authorise the Directors to fix theirremuneration. Resolution 6

7. To transact any other business of the Company which may properly be transacted at an AnnualGeneral Meeting.

Special BusinessTo consider and if thought fit to pass the following as Ordinary Resolutions :

8. (a) That pursuant to Section 161 of the Companies Act (Chapter 50) and the listing rules of the Singapore ExchangeSecurities Trading Limited, the Directors be and are hereby authorised to issue shares in the Company (whether byway of bonus issue, rights issue or otherwise) at any time and upon such terms and conditions and for suchpurposes and to such persons as the Directors may, in their absolute discretion, deem fit provided that :

(i) the aggregate number of shares issued pursuant to this resolution does not exceed 50% of the Company’sissued share capital for the time being; and

(ii) the aggregate number of shares issued other than on a pro rata basis to existing shareholders does not exceed20% of the Company’s issued share capital for the time being,

such authority to continue in force until the conclusion of the next Annual General Meeting or the expiration of theperiod within which the next Annual General Meeting of the Company is required by law to be held, whichever isearlier, unless previously revoked or varied at a general meeting of the Company. [see Explanatory Note (b)]

Resolution 7

NOTICE OF ANNUAL GENERAL MEETING


(b) That pursuant to Section 161 of the Companies Act, (Chapter 50) the directors be and are hereby authorised toallot and issue from time to time such number of Shares as may be required to be issued pursuant to the exerciseof the Options under the Share Option Schemes provided always that(i) the aggregate number of Shares to be issued pursuant to the Scheme 2001 and Stamford Tyres Employees’

Share Option Scheme shall not exceed fifteen (15) per cent. of the total issued share capital of theCompany from time to time and that, subject to such adjustments as may be made in accordance with theScheme 2001;

(ii) the total number of Shares in respect of which Options may be granted to any one of the Grantees shall notexceed ten (10) per cent. of the total number of Shares available under the Scheme 2001; and

(iii) the total number of Shares in respect of which Options may be granted to any one of the non-ExecutiveDirectors shall not exceed 50,000. [see Explanatory Note (c)] Resolution 8

Notice is hereby given that the Transfer Books and Register of Members of the Company will be closed on 18 October2001 to 19 October 2001 for the preparation of dividend warrants.

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 pm on 17 October 2001 will be registeredto determine shareholders’ entitlement to the proposed dividend. The dividend if approved, will be paid on 6 November2001 to shareholders registered in the books of the Company on 17 October 2001.

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

By Order Of The Board

Chuang Sheue LingCompany Secretary

12 September 2001

Explanatory Notes:(a) Mr Sam Chong Keen, if re-elected, will remain as the Audit Committee member and is considered an independent

director for purposes of Clause 902(4) of the Listing Manual of Singapore Exchange Securities Trading Limited.

(b) The proposed ordinary resolution 7 above, if passed, will empower the Directors to issue further shares in the Company.The maximum number of shares, which the Directors may issue under this resolution, shall not exceed the quantumset out in the resolution. This authority will continue in force until the next Annual General Meeting of the Company,unless previously revoked or varied at a general meeting.

(c) The proposed ordinary resolution 8 above, if passed, will empower the Directors to issue shares in the Companypursuant to the Stamford Tyres Employees’ Share Option Scheme and the STC Share Option Scheme 2001 (“Scheme2001”), duly approved at the Extraordinary General Meeting of the Company held on 22 June 2001. Note that theStamford Tyres Employees’ Share Option Scheme was terminated at the Extraordinary General Meeting of the Companyheld on 22 June 2001 and was replaced by the STC Share Option Scheme 2001. However, subsisting optionsgranted prior to 22 June 2001 are not affected by the termination and remain exercisable in accordance with theterms of the Stamford Tyres Employees’ Share Option Scheme.

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

Jurong 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


PROXY FORMANNUAL GENERAL MEETING

STAMFORD 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 Proportion ofNumber Shareholdings (%)

and/or (delete as appropriate)

Name Address NRIC/Passport Proportion ofNumber 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 AnnualGeneral Meeting of the Company to be held on Friday, 28 September 2001 at 4 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 specificdirection as to voting is given, my/our proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will onany 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. Re-election of Dr Kwok Weng Fai as Director.

5. Re-election of Mr Sam Chong Keen as Director.

6. Re-appointment of Auditors.

7. Authority to issue additional shares pursuant to Section 161 ofCompanies Act, Cap. 50.

8. Authority to issue shares pursuant to Share Option Scheme.

Dated this ___________ day of ____________________ 2001.

__________________________________________________Signature(s) of Member(s)/Common SealIMPORTANT: PLEASE READ NOTES OVERLEAF

PROXY FROM

Important1. For investors who have used their CPF monies to buy Stamford

Tyres shares, this Annual Report is sent to them at the request oftheir CPF Approved Nominees solely FOR INFORMATION ONLY.

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

Total No. ofShares Held


Notes

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

2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportionof 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 theDepository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he should insert thatnumber of shares. If the member has shares registered in his name in the Register of Members of the Company, heshould insert that number of shares. If the member has shares entered against his name in the Depository Registerand registered in his name in the Register of Members, he should insert the aggregate number of shares. If nonumber 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 WayJurong 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 dulyauthorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must beexecuted 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 ofattorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with theinstrument 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 thetrue 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 beforethe time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

PROXY FORM


This page has been intentionally left blank.

stamford tyres corporation limited - listed...

Documents