venture corporation limited financial...

Venture Corporation Limited annual report 2004 19

FINANCIAL REPORT ➔

C O N T E N T SReport of the Directors 20Auditors’ Report 24Balance Sheets 25Consolidated Profit and Loss Statement 27Statements of Changes in Equity 28Consolidated Cash Flow Statement 30Notes to Financial Statements 33

Statement of Directors 66Corporate Governance Report 67Shareholders’ Information 74Notice of Annual General Meeting 75Notice of Books Closure 78Proxy Form 79

20 annual report 2004 Venture Corporation Limited

The directors present their report together with the audited financial statements of the company and the consolidatedfinancial statements of the group for the financial year ended December 31, 2004.

1 DIRECTORSThe directors of the company in office at the date of this report are:

Wong Ngit LiongCecil Vivian Richard WongTan Choon HuatKoh Lee BoonSoo Eng HiongGoh Geok Ling (Appointed on February 27, 2004)Goon Kok Loon (Appointed on February 27, 2004)

2 AUDIT COMMITTEEThe Audit Committee comprises four members, all of whom are non-executive directors. The members of theCommittee are:

Cecil Vivian Richard Wong (Chairman)Koh Lee BoonGoh Geok Ling (Appointed on February 27, 2004)Goon Kok Loon (Appointed on February 27, 2004)

The Audit Committee is chaired by Cecil Vivian Richard Wong, an independent non-executive director, and includesGoh Geok Ling, Goon Kok Loon, and Koh Lee Boon, all independent non-executive directors. The Audit Committeeheld four meetings since the last directors’ report.

The functions of the Audit Committee are disclosed in the Corporate Governance Report.

The Audit Committee recommends the re-appointment of Deloitte & Touche as auditors of the company.

3 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITSBY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURESNeither at the end of the financial year nor at any time during the financial year did there subsist any arrangementwhose object is to enable the directors of the company to acquire benefits by means of the acquisition of shares ordebentures in the company or any other body corporate except for the share options mentioned below.

REPORT OF THE DIRECTORS ➔


4 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURESThe directors of the company holding office at the end of the financial year had no interests in the share capital ofthe company and related corporations as recorded in the register of directors’ shareholdings kept by the companyunder Section 164 of the Singapore Companies Act except as follows:

Shareholdings registered in the name of directorsAt At

January 1, 2004 December 31, 2004Name of directors and companyin which interests are held Ordinary shares of $0.25 each

The Company

Wong Ngit Liong 15,802,141 16,002,141Tan Choon Huat 3,888,145 4,028,145Soo Eng Hiong 3,191,362 3,615,362Koh Lee Boon 3,000 3,000

Share options to subscribeThe Company for shares of $0.25 each

Wong Ngit Liong 5,100,000 4,660,000Tan Choon Huat 1,750,000 1,205,000Soo Eng Hiong 2,100,000 1,615,000

The directors’ interests as at January 21, 2005 are the same as those as at December 31, 2004.

5 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITSSince the beginning of the financial year, no director has received or become entitled to receive a benefit which isrequired to be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made by thecompany or a related corporation with the director or with a firm of which he is a member, or with a company inwhich he has a substantial financial interest except that certain directors received remuneration in their capacityas directors and/or executives of those related corporations and except as disclosed in the financial statements.

6 OPTION TO TAKE UP UNISSUED SHARESa) Under the Venture Manufacturing (Singapore) Ltd Executives’ Share Option Scheme (the “1993 Scheme”), options

to take up 4,541,000 shares of $0.25 each were granted to 3 directors and 971 employees of the group duringthe financial year at an exercise price of $21.53 each in accordance with the terms of the 1993 Scheme. Theoptions are exercisable during the period commencing twelve months from the date of grant and expiring atthe end of five years from the date of grant. Of the options to take up 4,541,000 shares granted during the year,options relating to 376,000 shares were cancelled during the year.

b) On April 30, 2004 at an Extraordinary General Meeting, the shareholders of the company adopted the “VentureCorporation Executives’ Share Option Scheme” (the “2004 Scheme”). Under the 2004 Scheme, options areexercisable during the exercise period applicable to those options and in accordance with a vesting schedule tobe determined by the Remuneration Committee on the date of the grant. No options were granted under thisscheme during the year.

No other options to take up unissued shares of the company or its subsidiaries were granted during the financialyear except as disclosed above.


7 OPTIONS EXERCISEDa) Except for the options exercised as disclosed in Note 19 to the financial statements, no other shares of the

company or its subsidiaries were issued during the financial year by virtue of the exercise of options to take upunissued shares of the company or its subsidiaries.

b) The following are details of options granted to the directors and employees of the group under the 1993 Scheme:

Aggregate options Aggregate options Aggregate optionsgranted since exercised since cancelled/lapsed since Aggregate

commencement commencement commencement optionsOptions of scheme of scheme of scheme outstanding

granted during to end of to end of to end of as at end offinancial year financial year financial year financial year financial year

Name of participant under review under review under review under review under review

i) Directors of the company:

Wong Ngit Liong 60,000 5,160,000 500,000 – 4,660,000Tan Choon Huat 45,000 3,773,989 2,568,989 – 1,205,000Soo Eng Hiong 45,000 3,523,989 1,908,989 – 1,615,000

ii) Others: 4,391,000 51,268,747 36,020,254 2,801,493 12,447,000Total 4,541,000 63,726,725 40,998,232 2,801,493 19,927,000

The 1993 and 2004 Schemes are administered by the Remuneration Committee whose members are:

Cecil Vivian Richard WongKoh Lee BoonWong Ngit LiongGoon Kok Loon

8 UNISSUED SHARES UNDER OPTIONAt the end of the financial year, unissued ordinary shares of the company under option were as follows:

In conjunction with the 1993 Scheme:

Number of options tosubscribe for ordinary shares : (i) 1,414,000 ordinary shares of $0.25 each

(ii) 996,000 ordinary shares of $0.25 each(iii) 7,541,000 ordinary shares of $0.25 each(iv) 2,342,000 ordinary shares of $0.25 each(v) 3,469,000 ordinary shares of $0.25 each(vi) 4,165,000 ordinary shares of $0.25 each

REPORT OF THE DIRECTORS ➔


8 UNISSUED SHARES UNDER OPTION (cont’d)

Price of issue per share : (i) $14.60 payable in full on notification by cash(ii) $12.27 payable in full on notification by cash(iii) $8.05 payable in full on notification by cash(iv) $13.77 payable in full on notification by cash(v) $16.17 payable in full on notification by cash(vi) $21.53 payable in full on notification by cash

Option exercisable period : (i) October 23, 2001 to October 22, 2005(ii) April 30, 2002 to April 29, 2006(iii) September 25, 2002 to September 24, 2006(iv) July 1, 2003 to June 30, 2007(v) June 27, 2004 to June 26, 2008(vi) February 27, 2005 to February 26, 2009

Options to take up 851,000 ordinary shares of $0.25 each were cancelled/lapsed during the year.

There were no other unissued shares under option at the end of the financial year except as disclosed above.

9 AUDITORSThe auditors, Deloitte & Touche, have expressed their willingness to accept re-appointment.

ON BEHALF OF THE DIRECTORS

Wong Ngit Liong

Cecil Vivian Richard Wong

March 14, 2005


We have audited the accompanying financial statements of Venture Corporation Limited for the year ended December 31,2004 as set out on pages 25 to 65. These financial statements are the responsibility of the company’s directors. Ourresponsibility 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 statements presentation. We believe that our audit provides a reasonable basis for ouropinion.

In our opinion:

a) the consolidated financial statements of the group and the balance sheet and statement of changes in equity ofthe company are properly drawn up in accordance with the provisions of the Singapore Companies Act, Cap. 50(the “Act”) and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairsof the group and of the company as at December 31, 2004 and of the results of the group, changes in equity of thegroup and of the company, and of the cash flows of the group for the financial year ended on that date; and

b) the accounting and other records required by the Act to be kept by the company and by those subsidiaries incorporatedin Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

Deloitte & ToucheCertified Public Accountants

Chaly Mah Chee KheongPartner

SingaporeMarch 14, 2005

TO THE MEMBERS OF VENTURE CORPORATION LIMITEDAUDITORS’ REPORT ➔


December 31, 2004

The Company The GroupNote 2004 2003 2004 2003

$’000 $’000 $’000 $’000

ASSETS

Current assets:Cash 16,408 38,898 90,929 155,556Fixed deposits 5 376,425 507,072 518,678 624,577Trade receivables 6 191,196 155,664 481,446 439,629Other receivables and prepayments 7 5,732 8,797 27,807 29,752Inventories 8 90,540 66,523 353,538 254,164Amount due from subsidiaries (trade) 9 60,446 64,265 – –Amount due from subsidiaries

(non-trade) 9 62,479 69,770 – –Amount due from associates (trade) 10 – – – 883Amount due from joint venture (trade) 11 – – 177 9Total current assets 803,226 910,989 1,472,575 1,504,570

Non-current assets:Investments in subsidiaries 9 169,954 154,128 – –Investments in associates 10 – – 17,810 23,284Investment in joint venture 11 1,000 1,000 – –Other investments 12 258,807 8,250 291,973 47,034Property, plant and equipment 13 21,503 23,813 167,714 159,362Intangible assets 14 921 648 8,374 17,568Goodwill on consolidation 15 – – 66,561 57,515Total non-current assets 452,185 187,839 552,432 304,763

Total assets 1,255,411 1,098,828 2,025,007 1,809,333

BALANCE SHEETS ➔


December 31, 2004

The Company The GroupNote 2004 2003 2004 2003

$’000 $’000 $’000 $’000

LIABILITIES AND EQUITY

Current liabilities:Bank overdrafts (unsecured) – – – 821Short-term bank loans 16 – – 7,995 9,043Trade payables 79,845 66,448 372,237 380,000Other payables and accrued expenses 17 28,825 29,695 63,609 59,691Amount due to subsidiaries (trade) 9 99,310 69,459 – –Amount due to subsidiaries (non-trade) 9 6,012 1,016 – –Amount due to associates (trade) 10 392 630 888 2,167Amount due to joint venture (trade) 11 49 124 178 70Income tax payable – – 4,012 5,427Total current liabilities 214,433 167,372 448,919 457,219

Non-current liabilities:Deferred tax liabilities 18 – – 3,577 2,746

Minority interests – – 2,246 8,310

Capital and reserves:Issued capital 19 65,895 64,281 65,895 64,281Share premium 501,751 420,131 501,751 420,131Accumulated profits 473,332 447,044 1,036,215 871,857Reserve on consolidation – – 51 51Currency translation reserves – – (33,647) (15,262)Total equity 1,040,978 931,456 1,570,265 1,341,058

Total liabilities and equity 1,255,411 1,098,828 2,025,007 1,809,333

See accompanying notes to financial statements.

BALANCE SHEETS (CONT’D) ➔


Year ended December 31, 2004

The GroupNote 2004 2003

$’000 $’000

Revenue 20 3,193,398 3,170,018

Other operating income 21 23,027 11,379Changes in inventories of finished goods and work in progress 44,661 2,289Raw materials and consumables used (2,701,141) (2,583,582)Staff costs 22 (192,625) (192,095)Depreciation and amortisation expense (55,834) (55,930)Research and development expense (35,581) (32,611)Foreign currency exchange adjustment loss (9,313) (4,999)Other operating expenses (77,001) (78,865)

Profit from operations 22 189,591 235,604

Interest income (net of interest expense) 23 20,480 12,141

Income from associates 3,074 2,401

Profit before income tax 213,145 250,146

Income tax expense 24 (5,796) (3,613)

Profit after income tax but before minority interests 207,349 246,533

Minority interests (596) (6,147)

Net profit attributable to the shareholders of the company 206,753 240,386

Basic earnings per share (cents) 25 79.1 96.3

Fully diluted earnings per share (cents) 25 77.3 93.0


CONSOLIDATED PROFIT AND LOSS STATEMENT ➔



Issued Share AccumulatedNote capital premium profits Total

$’000 $’000 $’000 $’000

Company

Balance at December 31, 2002 60,079 239,389 371,296 670,764

Net profit attributable to the shareholders of the company – – 94,232 94,232

First and final tax exempt dividend and bonus tax exempt dividend paid in respect of the previous financial year 31 – – (18,484) (18,484)

Issue of shares 4,202 180,742 – 184,944

Balance at December 31, 2003 64,281 420,131 447,044 931,456

Net profit attributable to the shareholders of the company – – 68,683 68,683

First and final tax exempt dividend and bonus dividend less tax paid in respect of the previous financial year 31 – – (42,395) (42,395)

Issue of shares 1,614 81,620 – 83,234

Balance at December 31, 2004 65,895 501,751 473,332 1,040,978

STATEMENTS OF CHANGES IN EQUITY ➔


Currency ReserveIssued Share translation on Accumulated

Note capital premium reserves consolidation profits Total$’000 $’000 $’000 $’000 $’000 $’000

Group

Balance at December 31, 2002 60,079 239,389 (6,504) 51 649,955 942,970

Currency translation differences – – (8,758) – – (8,758)

Net profit attributable to theshareholders of the company – – – – 240,386 240,386

First and final tax exempt dividendand bonus tax exempt dividendpaid in respect of the previousfinancial year 31 – – – – (18,484) (18,484)

Issue of shares 4,202 180,742 – – – 184,944

Balance at December 31, 2003 64,281 420,131 (15,262) 51 871,857 1,341,058

Currency translation differences – – (18,385) – – (18,385)

Net profit attributable to theshareholders of the company – – – – 206,753 206,753

First and final tax exempt dividendand bonus dividend less tax paidin respect of the previousfinancial year 31 – – – – (42,395) (42,395)

Issue of shares 1,614 81,620 – – – 83,234

Balance at December 31, 2004 65,895 501,751 (33,647) 51 1,036,215 1,570,265




The Group2004 2003$’000 $’000

Cash flows from operating activities:Profit before income from associates, income tax and minority interests 210,071 247,745Adjustments for:

Allowance for doubtful trade receivables 2,826 –Allowance for inventories 3,697 –Depreciation expense 41,143 41,362Amortisation of goodwill 3,547 3,095Amortisation of intangible assets 11,144 11,473Reversal of impairment loss on other investments – (4,586)Interest income (20,808) (12,484)Dividend income (1,938) (1,473)Interest expense 328 343Gain on disposal of associates (10,961) –Gain on disposal of intangible assets (55) –Gain on disposal of other investments (6,133) (33)(Gain) Loss on disposal of plant and equipment (574) 602

Operating profit before working capital changes 232,287 286,044

Trade receivables (44,643) 15,564Other receivables and prepayments (4,634) 1,034Amount due from joint venture (trade) (60) (6)Inventories (103,071) (35,089)Trade payables (7,763) 4,900Other payables and accrued expenses 3,918 (8,472)Amount due to associates (trade) (396) (1,694)

Cash generated from operations 75,638 262,281

Interest paid (328) (343)Interest received 20,808 12,484Income tax refunded (paid) 836 (10,504)Dividends received 1,938 1,473Dividends paid (42,395) (18,484)

Net cash from operating activities 56,497 246,907

CONSOLIDATED CASH FLOW STATEMENT ➔


The Group2004 2003$’000 $’000

Cash flows from investing activities:Contribution from minority shareholders – 363Purchase of property, plant and equipment (55,572) (36,778)Proceeds on disposal of plant and equipment 1,896 1,134Addition of intangible assets (2,427) (3,951)Proceeds on disposal of intangible assets 500 –Proceeds on disposal of other investments 22,639 9,972Purchase of other investments (262,566) (6,353)Dividends received from associates 696 674Proceeds from disposal of associates 18,926 –Acquisition of subsidiaries, net of cash acquired (Note A) – (88)Payment to minority shareholders for acquisition of additional shares in subsidiaries (3,987) –

Net cash used in investing activities (279,895) (35,027)

Cash flows from financing activities:(Decrease) Increase in short-term bank loans (1,048) 1,021Proceeds from issue of shares 67,409 153,160

Net cash from financing activities 66,361 154,181

Net effect of exchange rate changes in consolidating subsidiaries (12,668) (6,482)

Net (decrease) increase in cash and cash equivalents (169,705) 359,579Cash and cash equivalents at beginning of year 779,312 419,733Cash and cash equivalents at end of year 609,607 779,312

Cash and cash equivalents at end of year include the following:

Cash 90,929 155,556Fixed deposits 518,678 624,577Bank overdrafts – (821)

609,607 779,312



Note A:2003$’000

Summary of the effects of acquisition of subsidiaries:

Net assets acquired:Current assets 6,237Non-current assets 5,615Current liabilities (6,325)Non-current liabilities (318)Minority interests (2,312)

Net assets acquired 2,897Reclassified from associates to subsidiaries (2,074)Goodwill arising on acquisition of subsidiaries 96Purchase consideration satisfied by cash 919

Net cash flow on acquisition:Cash paid (919)Cash acquired 831

Cash outflow on acquisition, net of cash acquired (88)


CONSOLIDATED CASH FLOW STATEMENT (CONT’D) ➔


1 GENERALThe company (Reg. No. 198402886H) is incorporated in the Republic of Singapore with its principal place of businessand registered office at 5006 Ang Mo Kio Avenue 5, #05-01/12 TECHplace II, Singapore 569873. The company islisted on Singapore Exchange Securities Trading Limited. The financial statements are expressed in Singaporedollars.

The principal activities of the company are to provide manufacturing, design, engineering, customisation and logisticservices to electronics companies worldwide. The principal activities of the subsidiaries, associates and joint venturecompany are detailed in Notes 9, 10 and 11 to the financial statements.

The financial statements of the company and of the group for the year ended December 31, 2004 were authorisedfor issue by the Board of Directors on March 14, 2005.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESa) BASIS OF ACCOUNTING - The financial statements are prepared in accordance with the historical cost convention

and are drawn up in accordance with the provisions of the Singapore Companies Act and Singapore FinancialReporting Standards (“FRS”).

b) BASIS OF CONSOLIDATION - The consolidated financial statements incorporate the financial statements ofthe company and enterprises controlled by the company (its subsidiaries) made up to December 31 each year.Control is achieved when the company has the power to govern the financial and operating policies of aninvestee enterprise so as to obtain benefits from its activities. On acquisition, the assets and liabilities of therelevant subsidiaries are measured at their fair values at the date of acquisition. The interest of minorityshareholders is stated at the minority’s proportion of the fair values of the assets and liabilities recognised.The results of subsidiaries acquired or disposed of during the year are included in the consolidated profit andloss statement from the effective date of acquisition or to the effective date of disposal, as appropriate. Wherenecessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policiesused in line with those used by other members of the group. All significant intercompany transactions andbalances between group enterprises are eliminated on consolidation.

Associates are entities over which the group exercises significant influence through participation in the financialand operating policy decisions of the investee. The equity method of accounting is used. Where a group enterprisetransacts with an associate of the group, unrealised profits and losses are eliminated to the extent of thegroup’s interest in the relevant associate.

A joint venture is an entity whose activities the group has joint control over by contractual agreement. Thegroup reports its interest in the joint venture using proportionate consolidation where the group’s share of theassets, liabilities, income and expenses of the joint venture are combined with the equivalent items in theconsolidated financial statements on a line-by-line basis.

In the company’s financial statements, investments in subsidiaries, associates and a joint venture are carriedat cost less any impairment in net recoverable value that has been recognised in the profit and loss statement.

December 31, 2004

NOTES TO FINANCIAL STATEMENTS ➔


December 31, 2004

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

c) FINANCIAL ASSETS - Financial assets include cash and fixed deposits, trade and other receivables and otherinvestments. Trade and other receivables are stated at their nominal value as reduced by appropriate allowancesfor estimated irrecoverable amounts.

Other investments held for long-term are stated at cost less any impairment in net recoverable value. Investmentsheld for short-term are stated at the lower of cost or market value determined on a portfolio basis.

d) FINANCIAL LIABILITIES AND EQUITY - Financial liabilities and equity instruments are classified according tothe substance of the contractual arrangements entered into. Significant financial liabilities include trade andother payables, bank loans and bank overdrafts. Trade and other payables are stated at their nominal value.

Interest-bearing bank loans and bank overdrafts are recorded at the proceeds received, net of transactioncosts. Finance costs are accounted for on an accrual basis (effective yield method) and are added to the carryingamount of the instrument to the extent that they are not settled in the period in which they arise.

Equity instruments are recorded at the fair value of the consideration received, net of direct issue costs.

e) MINORITY INTEREST – Minority interest is stated at the appropriate proportion of the fair values of the netidentifiable assets of the subsidiary at the time of acquisition.

f) SHARE OPTIONS - Share options are not recorded as an expense. When exercised, the exercise price is allocatedbetween issued capital and share premium accordingly.

g) INVENTORIES - Inventories are measured at the lower of cost (weighted average method) and net realisablevalue. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventoriesto their present location and condition. Net realisable value represents the estimated selling price less allestimated costs to completion and costs to be incurred in marketing, selling and distribution.

h) PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are carried at cost less accumulateddepreciation and any impairment loss where the recoverable amount of the asset is estimated to be lower thanits carrying amount.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between thesales proceeds and the carrying amount of the asset and is recognised as income.




h) PROPERTY, PLANT AND EQUIPMENT (cont’d)Depreciation is charged so as to write off the cost of assets, other than freehold land, over their estimateduseful lives, using the straight-line method, on the following bases:

Leasehold land - 48 to 60 yearsFactory building - 50 yearsFreehold building - 30 yearsLeasehold building - 25 to 48 yearsMachinery and equipment - 5 to 10 yearsLeasehold improvements and renovations - 5 to 10 yearsOffice equipment, furniture and fittings - 3 to 10 yearsComputer hardware - 3 yearsMotor vehicles - 5 to 6 years

Fully depreciated assets still in use are retained in the financial statements.

i) GOODWILL - Goodwill arising on consolidation represents the excess of the cost of acquisition over the group’sinterest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or joint venture at thedate of acquisition. Goodwill is recognised as an asset and amortised on a straight-line basis over 20 years.Any impairment loss where the recoverable amount of goodwill is lower than its carrying amount is charged tothe profit and loss statement.

Goodwill arising on the acquisition of subsidiaries and jointly controlled entities is presented separately in thebalance sheet.

On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of unamortised goodwillis included in the determination of the profit or loss on disposal.

j) SOFTWARE DEVELOPMENT COSTS - Costs that are directly associated with the development of identifiableand unique software products controlled by the group and have probable economic benefit exceeding the costsbeyond one year, are recognised as intangible assets. Direct costs include the staff costs of the softwaredevelopment team and an appropriate portion of direct overheads. Costs that enhance or extend performanceof computer software programs beyond their original specifications are capitalised and added to the originalcost of software. Other software development costs are expensed when incurred. Computer softwaredevelopment costs that are capitalised are amortised using the straight-line method over their useful lives,not exceeding a period of 3 years.



k) RESEARCH AND DEVELOPMENT COSTS - Research expenditure is recognised as an expense as incurred.Costs incurred on development projects are recognised as intangible assets only if all the following conditionsare met:

• an asset is created that can be identified (such as software and new processes);

• it is probable that the asset created will generate future economic benefits; and

• the development cost of the asset can be measured reliably.

Development costs that have been capitalised as intangible assets are amortised from the commencementof the commercial production on a straight-line basis over the period of its expected benefits, which normallydoes not exceed 3 years. Other development expenditures are recognised as expenses when incurred.Development costs previously recognised as an expense are not recognised as an asset in a subsequentperiod.

l) IMPAIRMENT OF ASSETS - At each balance sheet date, the company and the group review the carryingamounts of their tangible and intangible assets to determine whether there is any indication that those assetshave suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimatedin order to determine the extent of the impairment loss (if any). When it is not possible to estimate therecoverable amount of an individual asset, the company and the group estimate the recoverable amount ofthe cash-generating unit to which the asset belongs. Recoverable amount is the greater of net selling priceand value in use. In assessing value in use, the estimated future cash flows are discounted to their presentvalue using pre-tax discount rate that reflects current market assessments of the time value of money andthe risks specific to the asset. If the recoverable amount of an asset/cash-generating unit is estimated to beless than its carrying amount, the carrying amount of the asset/cash-generating unit is reduced to itsrecoverable amount. Impairment losses are recognised as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset/cash-generating unit isincreased to the revised estimate of its recoverable amount, but only to the extent that the increased carryingamount does not exceed the carrying amount that would have been determined had no impairment loss beenrecognised for the asset/cash-generating unit in prior years. A reversal of an impairment loss is recognisedas income immediately.

m) PROVISIONS – Provisions are recognised when the company and the group have a present obligation as aresult of a past event where it is probable that the obligation will result in an outflow of economic benefitsthat can be reasonably estimated.

December 31, 2004




n) LEASES - Rental payable under operating leases are charged to income on a straight-line basis over the termof the relevant lease.

o) REVENUE RECOGNITION - Revenue from sale of goods is recognised when significant risks and rewards ofownership are transferred to the buyer and the amount of revenue and the costs of transaction can be measuredreliably.

Revenue from the rendering of services that are of a short term duration is recognised when the services arecompleted.

Dividend income from investments is recognised when the shareholders’ rights to receive payment have beenestablished.

Interest income is accrued on a time proportionate basis, by reference to the principal outstanding and at theinterest rate applicable, on an effective yield basis.

p) RETIREMENT BENEFIT COSTS - Payments to defined contribution retirement benefit plans (including state-managed retirement benefit schemes, such as the Singapore Central Provident Fund) are charged as an expensewhen incurred.

q) GOVERNMENT GRANTS - Government grants relating to deferred development expenditure and the purchaseof property, plant and equipment are included in the balance sheet by deducting the grant in arriving at thecarrying amount of the assets. Government grants relating to expenditures which are not capitalised are creditedto the profit and loss statement to match the related expenditure when incurred.

r) INCOME TAX - Tax expense is determined on the basis of tax effect accounting, using the liability method, andit is applied to all significant temporary differences arising between the carrying amount of assets and liabilitiesin the financial statements and the corresponding tax bases used in the computation of taxable profit, exceptthat a debit to the deferred tax balance is not carried forward and the potential tax saving relating to a tax losscarryforward and unutilised capital allowances is not recorded as an asset unless there is a reasonableexpectation of realisation in the foreseeable future.

Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to the periodwhen the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted orsubstantially enacted by the balance sheet date. Deferred tax is charged or credited to the profit and lossstatement, except when it relates to items charged or credited directly to equity, in which case the deferred taxis also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes leviedby the same tax authority.



s) FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - Transactions in foreign currencies are recordedin Singapore dollars at the rates ruling on the dates of the transactions. At each balance sheet date, recordedmonetary balances and balances carried at fair value that are denominated in foreign currencies are reportedat the rates ruling at the balance sheet date. All realised and unrealised exchange adjustment profits andlosses are dealt with in the profit and loss statement, except that exchange differences arising on monetarybalances that, in substance, form part of the group’s net investment in foreign entities, are taken to the currencytranslation reserve.

For inclusion in the consolidated financial statements, assets and liabilities of the foreign entities are translatedat the rates of exchange approximating those ruling at the balance sheet date. The profit and loss statementsare translated at the average rates of exchange for the year, and the opening net investment in the foreignentities is translated at the historical rates. The resulting currency translation differences are taken to thecurrency translation reserve. On disposal of a foreign entity, the accumulated currency translation differencesare recognised in the profit and loss statement as part of the gain or loss on disposal.

t) CASH - Cash for the cash flow statement includes cash and cash equivalents, less bank overdrafts.

3 FINANCIAL RISKS AND MANAGEMENT

i) Foreign currency riskThe group operates internationally, giving rise to market risk from changes in foreign exchange rates primarilywith respect to the United States Dollar. The group manages its foreign exchange exposure by matching revenueand costs in the relevant currencies to create a natural hedge and also through active currency managementusing derivatives such as forwards and currency options where necessary.

The company has a number of investments in foreign subsidiaries, whose net assets are exposed to currencytranslation risk. No hedge has been taken up to mitigate this exposure as it does not impact cashflows.

ii) Interest rate riskInterest rate risk refers to the risk experienced by the company and the group as a result of the fluctuation ininterest rates. The group has cash balances placed as various forms of deposits with reputable internationalfinancial institutions and investments in fixed rate bonds of strong financial ratings. These deposits andinvestments are generally with short-term maturities to provide the group the flexibility to meet working capitaland other investments needs. The group’s borrowings are also short-term in nature and kept at a minimal level.

iii) Credit riskCredit risk arising from defaults by counterparties on their contractual obligations is managed through theapplication of credit approvals, credit limits and monitoring procedures. The group has adopted a policy of onlydealing with creditworthy counterparties and will require collaterals from customers with no track record ofcredit history. The group performs ongoing credit evaluation of their counterparties’ financial condition andregular meetings are conducted to monitor debt collection and credit risk exposure on the group basis.

December 31, 2004



3 FINANCIAL RISKS AND MANAGEMENT (cont’d)

iii) Credit risk (cont’d)The group enters into treasury transactions only with creditworthy institutions. It seeks to invest in qualityinvestee companies and majority of its fixed income investments are above investment grade. The group’sinvestments in credit derivative products are exposed to default risks of a portfolio of underlying credits.

iv) Liquidity riskLiquidity risk refers to the risk in which the group has difficulties in meeting its short-term obligations. Liquidityrisk is managed by matching the payment and receipt cycle. The group’s operations are financed mainly throughequity and accumulated profits.

v) Investment riskInvestment risk refers to the risk experienced by the group in its management of the return of funds investedin financial instruments. This risk includes market price risk due to fluctuations in interest rates, foreigncurrency exchange rates, prices of equities, debt securities and other financial contracts. Investment risk ismanaged through sound investment policies and guidelines. These policies and guidelines are constantlyreviewed taking into consideration changes in the overall market environment.

vi) Fair value of financial assets and financial liabilitiesExcept for other investments where the fair values are disclosed in Note 12, the carrying amounts of thefinancial assets and financial liabilities reported in the balance sheet approximate the fair values of thoseassets and liabilities, determined in accordance with the accounting policies disclosed in Note 2 to the financialstatements. In addition, the fair value of outstanding foreign exchange contracts as at year end are disclosed inNote 28 to the financial statements.

4 RELATED COMPANY TRANSACTIONSSome of the company’s transactions and arrangements are between members of the group and the effect of theseon the basis determined between the parties are reflected in these financial statements. The intercompany balancesare unsecured, interest-free and without fixed repayment terms.

Significant intercompany transactions, other than those disclosed elsewhere in the notes to profit and loss statementare as follows:

The Company2004 2003$’000 $’000

Revenue 9,686 12,543Management fee income 480 666Purchases of goods 370,543 358,640Purchases of services 8,846 4,852Other charges 2,049 3,681Other income – 288


5 FIXED DEPOSITSThe Company The Group

2004 2003 2004 2003$’000 $’000 $’000 $’000

Fixed deposits 361,425 464,760 476,499 552,001Fixed rate bonds 15,000 42,312 42,179 72,576

376,425 507,072 518,678 624,577

The fixed deposits interest rates for the company range from 0.3% to 2.3% (2003 : 0.44%) per annum and for thegroup range from 0.3% to 3.7% (2003 : 0.23% to 4%) per annum.

The fixed rate bonds interest rates for the company range from 2.07% to 2.934% (2003 : 2.375% to 8.625%) perannum and for the group range from 1.51% to 5.05% (2003 : 1.06% to 8.625%) per annum.

Fixed deposits of certain subsidiaries amounting to $1,937,638 (2003 : $2,394,702) are pledged to banks to securebank credit facilities granted to the subsidiaries.

6 TRADE RECEIVABLESThe Company The Group

2004 2003 2004 2003$’000 $’000 $’000 $’000

Outside parties 194,022 155,664 484,272 439,629Less allowance for doubtful debts (2,826) – (2,826) –

191,196 155,664 481,446 439,629

7 OTHER RECEIVABLES AND PREPAYMENTS

The Company The Group2004 2003 2004 2003

$’000 $’000 $’000 $’000

Other receivables 2,334 5,436 20,448 15,090Deposits 1,058 475 2,749 3,128Prepayments 705 780 1,528 1,873Income tax recoverable 1,635 2,106 3,082 9,661

5,732 8,797 27,807 29,752

December 31, 2004



8 INVENTORIESThe Company The Group

2004 2003 2004 2003$’000 $’000 $’000 $’000

At cost: Raw materials 38,538 25,184 178,258 126,999 Work in progress 42,959 33,570 76,849 70,010 Finished goods 6,503 7,200 83,656 46,848

88,000 65,954 338,763 243,857At net realisable value: Raw materials 2,540 569 13,761 10,307 Finished goods – – 1,014 –

90,540 66,523 353,538 254,164

9 INVESTMENTS IN SUBSIDIARIESThe Company

2004 2003$’000 $’000

Unquoted equity shares, at cost 169,954 154,128

Country of EffectiveName of Incorporation Cost of Equity InterestSubsidiaries and Operation Investment Held by Group Principal Activities

2004 2003 2004 2003$’000 $’000 % %

Advanced Products Singapore 863 863 100 100 DormantCorporation Pte Ltd

Cebelian Holdings Singapore 2,500 2,500 100 100 Investment holdingPte Ltd

EAS Security Systems Singapore – – 100 100 DormantPte Ltd (wholly-ownedsubsidiary of CebelianHoldings Pte Ltd)

Shanghai Waigaoqiao People’s – – 100 100 Design, engineering andVenture Electronics Co., Republic customisation servicesLtd (wholly-owned of Chinasubsidiary of CebelianHoldings Pte Ltd) (1)


9 INVESTMENTS IN SUBSIDIARIES (cont’d)

Country of EffectiveName of Incorporation Cost of Equity InterestSubsidiaries and Operation Investment held by Group Principal Activities

2004 2003 2004 2003$’000 $’000 % %

VCL Electronics Services India – – 100 – DormantIndia Private Limited(80% owned by CebelianHoldings Pte Ltd and20% owned by VentureElectronics SolutionsPte Ltd) (5)

Venture Electronics The – – 100 100 Investment holding(Europe), B.V. Netherlands(wholly-ownedsubsidiary of CebelianHoldings Pte Ltd) (4)

Venture Hungary Hungary – – 100 100 Design, manufacture,Electronics Manufacturing assemble andLimited Liability Company distribute electronic(95% owned by Venture productsElectronics (Europe), B.V.and 5% owned by CebelianHoldings Pte Ltd) (4)

Venture Electronics Spain – – 100 100 Manufacture, design,Spain S.L. (wholly-owned engineering,subsidiary of Venture customisation andElectronics (Europe), B.V.) (4) logistic services

Venture Electronics People’s – – 100 100 Trading in and(Shanghai) Co., Ltd Republic manufacturing of(wholly-owned of China electronic andsubsidiary of Cebelian computer-relatedHoldings Pte Ltd) (1) products

VM Services, Inc. United States – – 100 100 Trading in and(wholly-owned of America manufacturing ofsubsidiary of Cebelian electronic andHoldings Pte Ltd) (4) computer-related

products

Venture Electronics United States – – 100 100 Manufacture, design,International, Inc. of America engineering,(wholly-owned subsidiary customisation andof VM Services, Inc.) (4) logistic services

December 31, 2004





2004 2003 2004 2003$’000 $’000 % %

Venture Design Services, United States – – 100 100 Trading andInc. (wholly-owned of America manufacturing ofsubsidiary of VM electronics andServices, Inc.) (4) computer-related

products, provisionof engineering,customisation, logisticsand repair services

VIPColor Technologies Singapore – – 93.8 93.8 Develop and marketPte Ltd (a subsidiary of colour imaging productsCebelian Holdings Pte Ltd) for label printing

VIPColor Technologies United States – – 93.8 93.8 Develop and marketUSA, Inc (wholly-owned of America colour imagingsubsidiary of VIPColor products for labelTechnologies Pte Ltd) (4) printing

Innovative Trek Singapore 1,780 1,780 100 100 Information systemTechnology Pte Ltd development and

support

Venture Electronics Mexico – – 100 100 DormantMexico S.A. de C.V.(98% owned by InnovativeTrek Technology Pte Ltdand 2% owned by CebelianHoldings Pte Ltd) (4)

Multitech Systems Singapore 3,215 3,215 100 100 Trading in andPte Ltd manufacturing of

electronic and computer-related products

Technocom Malaysia 1,543 1,543 100 100 Trading in andSystems Sdn Bhd (1) manufacturing of

electronic and computer-related products

Pintarmas Sdn Bhd Malaysia – – 100 100 Trading in and(wholly-owned subsidiary manufacturing ofof Technocom Systems electronic and computer-Sdn Bhd) (1) related products




2004 2003 2004 2003$’000 $’000 % %

V-Design Services (M) Malaysia – – 100 100 DormantSdn Bhd (Formerly knownas Syarikat PerusahaanSing Mee (Johore) Sdn Bhd)(wholly-owned subsidiaryof Technocom SystemsSdn Bhd) (1)

PT Venture Electronics Indonesia 337 337 100 100 Trading in andIndonesia (99% owned manufacturing ofby the company and electronic and1% owned by Multitech computer-relatedSystems Pte Ltd) (1) products

Ventech Data Singapore 5,000 5,000 100 100 DormantSystems Pte Ltd

Venture Electronics Malaysia 17,777 17,777 100 100 Trading in andServices (Malaysia) manufacturing ofSdn Bhd (1) electronic and

computer-relatedproducts

Venture Electronics Singapore 16,626 800 100 80 Manufacture, design,Solutions Pte Ltd engineering,

customisation andlogistic services

Ventech Investments British Virgin 90 90 100 100 Investment holdingLtd (4) Islands

Univac Precision Singapore 120,223 120,223 100 100 Manufacture, design,Engineering Pte Ltd fabricate, stamping

and injection, metalpunching and spraying,industrial metal parts,tools and dies

Unison Precision Malaysia – – 100 100 DormantIndustries (M) Sdn Bhd (In the process of(wholly-owned subsidiary voluntary liquidation)of Univac PrecisionEngineering Pte Ltd) (1)

December 31, 2004





2004 2003 2004 2003$’000 $’000 % %

Munivac Sdn Bhd Malaysia – – 89.4 89.4 Manufacture of(65.6% owned by Unison electronic andPrecision Industries (M) mechanicalSdn Bhd and 23.8% owned componentsby Univac PrecisionEngineering Pte Ltd) (1)

Univac Precision, Inc. United – – 100 100 Design, customisation(wholly-owned States of and marketing of tool-subsidiary of Univac America making and precisionPrecision Engineering engineering solutionsPte Ltd) (4)

Univac Design & Singapore – – 80.5 58.8 Investment holdingEngineering Pte Ltd(a subsidiary of UnivacPrecision EngineeringPte Ltd) (2)

Univac Precision Plastics People’s – – 80.5 58.8 Manufacture of plastic(Shanghai) Co., Ltd Republic injection moulds and(wholly-owned subsidiary of China mouldings withof Univac Design & secondary processesEngineering Pte Ltd) (3) and sub-assembly

Univac Precision People’s – – 80.5 – DormantPlastics (SIP) Co., Ltd Republic(wholly-owned subsidiary of Chinaof Univac Design &Engineering Pte Ltd) (5)

Total 169,954 154,128

All the companies are audited by Deloitte & Touche, Singapore except for the subsidiaries that are indicated as follows:

(1) Audited by overseas practices of Deloitte Touche Tohmatsu.(2) Audited by another firm of auditors, Boon Suan Lee & Co.(3) Audited by another firm of auditors, Shanghai Shangshen Certified Public Accountants Co., Ltd.(4) Not required to be audited by law in its country of incorporation.(5) Not audited (newly incorporated).



The net assets of the subsidiaries referred to in notes (2) to (4) above are less than 20% of the net assets of the groupat the financial year end.

During the year, the company acquired additional equity interests in Venture Electronics Solutions Pte Ltd and UnivacDesign & Engineering Pte Ltd for shares consideration and cash consideration of $15,826,000 and $3,987,000respectively.

Amount due to and from subsidiaries are unsecured, interest-free and without fixed repayment terms.

The trade receivables from subsidiaries of $60,446,000 (2003 : $64,265,000) are stated at net of allowance fordoubtful debts of $10,000,000 (2003 : $Nil).

10 INVESTMENTS IN ASSOCIATESThe Group

2004 2003$’000 $’000

Quoted equity shares, at cost 11,492 18,266Unquoted equity shares, at cost 3,237 3,237

14,729 21,503Share of post-acquisition profits 3,111 1,875Currency realignment on translation of foreign associates (30) (94)Net 17,810 23,284

Market value of quoted equity shares 34,278 35,520

The investments in associates are held by Univac Precision Engineering Pte Ltd, a wholly-owned subsidiary of thegroup.

Country of EffectiveName of Incorporation Equity InterestAssociates and Operation held by Group Principal Activities

2004 2003% %

Acumen Engineering Pte Ltd Singapore 34.2 40.0 Trading of plastic resinsand its subsidiaries:(1)

Acumen Kinetics Malaysia 17.4 20.4 Trading of plastic resinsSdn Bhd (2) and other related products

Acumen Engineering Singapore 34.2 40.0 Trading of plastic resins(China) Pte Ltd (1) and other related products

December 31, 2004



10 INVESTMENTS IN ASSOCIATES (cont’d)


2004 2003% %

Avaplas Ltd and its Singapore ** 28.2 Plastic injection mouldingsubsidiaries: with secondary processes

and sub-assembly

Avaplas Nypro (Thailand) Thailand ** * Plastic injection mouldingLimited with secondary processes

and sub-assembly

Avaplas Precision Plastics People’s ** 28.2 Plastic injection moulding(Shanghai) Co., Ltd Republic with secondary processes

of China and sub-assembly

Fischer Tech Ltd Singapore 24.2 24.7 Manufacture of plasticand its subsidiaries: (3) injection moulds and

mouldings withsecondary processes

Fon-Fischer Pte Ltd (3) Singapore 24.2 24.7 Manufacture of plasticinjection moulds andmouldings with secondaryprocesses

Fischer Tech Singapore 24.2 21.0 Investment holdingInternational Pte Ltd (3)

Fischer Tech People’s 21.8 21.0 Plastic injection moulding(Suzhou) Co., Ltd (3) Republic with secondary processes

of China and sub-assembly

Fischer Aapico Thailand 16.9 – Manufacture of precisionCo., Ltd (3) engineering plastic

injection components

Zeito Plastics Singapore 16.2 – Manufacture of IMD plasticComponents Pte Ltd (3) keypads and IMD plastic

components

M-Fischer Tech Malaysia 18.4 – Manufacture and sale of Sdn Bhd (8) high precision engineering

plastic injection mouldedcomponents




2004 2003% %

SEB Corporation Pte Ltd Singapore 32.7 32.7 Investment holdingand its subsidiaries: (4)

SEB Engineering Singapore 32.7 32.7 Manufacture and trading& Trading Pte Ltd (4) of printed circuit board

toolings, metal tools anddies and metal stamping

SEB Plastic Pte Ltd (4) Singapore 32.7 32.7 Plastic injection moulding

SE Precision Pte Ltd (4) Singapore 32.7 32.7 Manufacture of printedcircuit board tools andmechanical engineeringworks

SEB Engineering Hong Kong 32.7 32.7 Investment holding(HK) Limited (5)

SEB Metal & Plastic People’s 32.7 32.7 Plastic injection moulding(Panyu) Co Ltd (6) Republic of China and metal stamping

SEB Precision Pte Ltd (4) Singapore 32.7 32.7 Manufacture of plasticinjection moulds andrelated engineeringactivities

SEB Manufacturing Malaysia 32.7 32.7 Manufacture of plastic(Malaysia) Sdn Bhd (7) injection moulds, metal

tools and dies, plasticinjection moulding andmetal stamping

SEB Technologies Pte Ltd (4) Singapore 32.7 32.7 Manufacture of plasticinjection moulds andmould components

December 31, 2004




(1) Audited by Deloitte & Touche, Singapore.(2) Audited by another firm of auditors, OEK & Partners.(3) Audited by another firm of auditors, Ernst & Young.(4) Audited by another firm of auditors, PricewaterhouseCoopers.(5) Audited by another firm of auditors, Ho, Sneddon, Chui.(6) Audited by another firm of auditors, Guang Dong Xie He Certified Partnership Public Accountants.(7) Audited by another firm of auditors, K F Hoong & Co.(8) Not audited (newly incorporated).* During the financial year ended December 31, 2003, Avaplas Ltd reduced its equity interest in Avaplas Nypro

(Thailand) Limited to 50% to become a joint venture of Avaplas Ltd.** During the financial year, Avaplas Ltd was disposed pursuant to a voluntary conditional cash offer.

The net assets of the associates referred to in notes (2) to (7) above are less than 20% of the net assets of the groupas at the financial year end.

Significant related party transactions:The Group

2004 2003$’000 $’000

Purchases of goods from associates 14,567 20,218Sales of goods to associates 1,835 –Commission income from associates 248 –

11 INVESTMENT IN JOINT VENTUREThe Company

2004 2003$’000 $’000

Unquoted equity shares, at cost 1,000 1,000

The company has a 50% interest in a joint venture, VS Electronics Pte Ltd, incorporated in the Republic of Singapore,whose principal activities are those of research and development, sales and marketing, redesigning andmanufacturing of system electronics products and other related products.

The group financial statements include a proportionate share of the joint venture’s current assets of$436,000 (2003 : $369,000), non-current assets of $130,000 (2003 : $220,000), current liabilities of $67,000(2003 : $89,000) and net loss after tax of $400 (2003 : $63,000).


12 OTHER INVESTMENTSAt cost or Market value

net written down amount or fair value2004 2003 2004 2003

$’000 $’000 $’000 $’000The Company

Quoted shares 10,861 10,861 6,382 5,650 Impairment loss (2,611) (2,611)

8,250 8,250

Fixed rate bonds 25,322 – 25,279 –

Credit derivative notes 225,235 – 198,917 –

Total 258,807 8,250

The Group

Quoted shares 32,948 48,542 23,971 43,565 Impairment loss (4,211) (5,211) – –

28,737 43,331 23,971 43,565

Unquoted shares 4,027 3,703 NA NA Impairment loss (1,000) –

3,027 3,703

Fixed rate bonds 34,974 – 34,748 –

Credit derivative notes 225,235 – 198,917 –

Total 291,973 47,034

The interest rates for the fixed rate bonds of the company range from 2.002% to 5.125% per annum and of thegroup range from 2.002% to 6.375% per annum. The fixed rate bonds of the company have maturity datesranging from May 29, 2006 to May 3, 2009 and of the group range from May 29, 2006 to July 2, 2013.

The credit derivative notes with principal amounts of S$167,800,000 and $57,435,000, have interest rates of3.2% and 5.5% per annum and maturity dates of December 20, 2009 and June 20, 2008 respectively.

The carrying amounts of the long-term investments in quoted shares and fixed rate bonds have not been reducedto their market values as management is of the view that the decline in values is expected to be temporary innature. Similarly, the carrying amounts of the credit derivative notes have not been reduced to their fair valuesas management’s intention is to hold the notes to their maturity dates at which time the principal amounts areexpected to be repaid to the company in full.

December 31, 2004



13 PROPERTY, PLANT AND EQUIPMENTOffice

Machinery Leasehold equipment,Freehold Freehold and improvements furniture Motor

land building equipment and renovations and fittings vehicles Total$’000 $’000 $’000 $’000 $’000 $’000 $’000

The Company

Cost: At beginning of year 6,576 2,500 63,551 3,723 7,953 1,425 85,728 Additions – – 6,814 857 495 69 8,235 Disposals – – (4,690) (18) (83) (93) (4,884) At end of year 6,576 2,500 65,675 4,562 8,365 1,401 89,079

Accumulated depreciation: At beginning of year – 416 51,515 2,854 6,561 569 61,915 Additions – 84 5,585 306 789 241 7,005 Disposals – – (1,155) (17) (79) (93) (1,344) At end of year – 500 55,945 3,143 7,271 717 67,576

Depreciation for last year – 83 6,252 299 1,040 180 7,854

Carrying amount: At beginning of year 6,576 2,084 12,036 869 1,392 856 23,813

At end of year 6,576 2,000 9,730 1,419 1,094 684 21,503

Leasehold OfficeMachinery improvements equipment,

Freehold Leasehold Factory Freehold Leasehold and and furniture Computer Motorland land building building building equipment renovations and fittings hardware vehicles Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000The Group

Cost: At beginning of year 9,849 3,382 11,982 2,837 27,957 278,687 14,183 24,587 2,755 3,524 379,743 Exchange differences (135) (266) (495) – (1,548) (6,987) (349) (445) – (38) (10,263) Additions – 3,020 – – 9,369 37,846 2,403 2,515 75 344 55,572 Disposals – – – – – (19,147) (18) (181) – (538) (19,884) At end of year 9,714 6,136 11,487 2,837 35,778 290,399 16,219 26,476 2,830 3,292 405,168

Accumulated depreciation: At beginning of year – 395 1,263 493 11,559 175,068 9,810 18,122 1,642 2,029 220,381 Exchange differences – (19) (60) – (508) (4,302) (256) (335) – (28) (5,508) Additions – 87 237 92 1,018 33,804 1,662 3,198 534 511 41,143 Disposals – – – – – (17,878) (17) (141) – (526) (18,562) At end of year – 463 1,440 585 12,069 186,692 11,199 20,844 2,176 1,986 237,454

Depreciation for last year – 57 244 91 951 33,858 1,477 3,346 892 446 41,362

Carrying amount: At beginning of year 9,849 2,987 10,719 2,344 16,398 103,619 4,373 6,465 1,113 1,495 159,362

At end of year 9,714 5,673 10,047 2,252 23,709 103,707 5,020 5,632 654 1,306 167,714


14 INTANGIBLE ASSETSComputersoftware

$’000The Company

Cost:At beginning of year 883Additions 584At end of year 1,467

Accumulated amortisation:At beginning of year 235Amortisation for the year 311At end of year 546

Amortisation for last year 235

Carrying amount:At beginning of year 648

At end of year 921

Development Computerexpenditure software Total

$’000 $’000 $’000The Group

Cost:At beginning of year 22,284 14,906 37,190Additions 959 1,468 2,427Disposals – (500) (500)Exchange differences (59) – (59)At end of year 23,184 15,874 39,058

Accumulated amortisation:At beginning of year 11,657 7,965 19,622Amortisation for the year 7,285 3,859 11,144Disposals – (55) (55)Exchange differences (27) – (27)At end of year 18,915 11,769 30,684

Amortisation for last year 7,097 4,376 11,473

Carrying amount:At beginning of year 10,627 6,941 17,568

At end of year 4,269 4,105 8,374

December 31, 2004



15 GOODWILL ON CONSOLIDATIONThe Group

$’000Cost:

At beginning of year 63,155Arising from acquisition of additional equity interest in subsidiaries 12,593At end of year 75,748

Accumulated amortisation:At beginning of year 5,640Amortisation for the year 3,547At end of year 9,187

Amortisation for last year 3,095

Carrying amount: At beginning of year 57,515

At end of year 66,561

16 SHORT TERM BANK LOANSThe short-term bank loans of subsidiaries bear interest at rates ranging from 1.7% to 6.1%(2003 : 2.1% to 5.3%) per annum. The short-term bank loans include bank loans of certain subsidiaries which arecovered by proportionate corporate guarantees provided by the shareholders of the subsidiaries.

17 OTHER PAYABLES AND ACCRUED EXPENSES


$’000 $’000 $’000 $’000

Other creditors 729 986 6,807 6,773Salary related accruals 10,293 13,416 17,909 21,362Accrued expenses 12,567 6,459 33,657 22,722Due to directors 5,236 8,834 5,236 8,834Total 28,825 29,695 63,609 59,691

The amount due to directors is unsecured, interest-free and without fixed repayment terms.


18 DEFERRED TAX LIABILITIESThe Group

2004 2003$’000 $’000

Balance at beginning of year 2,746 3,458Charge (Credit) to income for the year (Note 24) 899 (658)Exchange differences (68) (54)Balance at end of year 3,577 2,746

The above deferred income tax is mainly related to the temporary differences associated with accelerated taxdepreciation.

19 ISSUED CAPITALThe Company and the Group

2004 2003 2004 2003Number of ordinary

shares of $0.25 each’000 ’000 $’000 $’000

Authorised 500,000 500,000 125,000 125,000

Issued and fully paid up:At beginning of year 257,123 240,314 64,281 60,079Issued upon exercise of options 5,548 15,100 1,387 3,775Issued in consideration for acquisition of a subsidiary 909 1,709 227 427At end of year 263,580 257,123 65,895 64,281

During the financial year, the company made the following share issues:

i) 1,162,000 new ordinary shares of $0.25 each at a price of $14.40 per ordinary share following the exercise ofoptions by executives of the company granted in conjunction with the Venture Manufacturing (Singapore) LtdExecutives’ Share Option Scheme.

December 31, 2004



19 ISSUED CAPITAL (cont’d)

ii) 684,000 new ordinary shares of $0.25 each at a price of $14.60 per ordinary share following the exercise ofoptions by executives of the company granted in conjunction with the Venture Manufacturing (Singapore) LtdExecutives’ Share Option Scheme.

iii) 672,000 new ordinary shares of $0.25 each at a price of $12.27 per ordinary share following the exercise ofoptions by executives of the company granted in conjunction with the Venture Manufacturing (Singapore) LtdExecutives’ Share Option Scheme.

iv) 1,652,000 new ordinary shares of $0.25 each at a price of $8.05 per ordinary share following the exercise ofoptions by executives of the company granted in conjunction with the Venture Manufacturing (Singapore) LtdExecutives’ Share Option Scheme.

v) 1,307,000 new ordinary shares of $0.25 each at a price of $13.77 per ordinary share following the exercise ofoptions by executives of the company granted in conjunction with the Venture Manufacturing (Singapore) LtdExecutives’ Share Option Scheme.

vi) 71,000 new ordinary shares of $0.25 each at a price of $16.17 per ordinary share following the exercise ofoptions by executives of the company granted in conjunction with the Venture Manufacturing (Singapore) LtdExecutives’ Share Option Scheme.

vii) 909,520 new ordinary shares of $0.25 each at a price of $17.40 per ordinary share to the shareholder of VentureElectronics Solutions Pte Ltd (“VE Solutions”) as consideration paid to acquire the remaining 20% of the issuedshare capital of VE Solutions pursuant to the Sale and Purchase Agreement.

The total number of options outstanding to subscribe for ordinary shares as at end of the year was 19,927,000(2003 : 21,785,000).

20 REVENUEThe Group

2004 2003$’000 $’000

Rendering of electronic manufacturing and engineering services 3,191,460 3,168,545Dividend income 1,938 1,473

3,193,398 3,170,018


21 OTHER OPERATING INCOME

The Group2004 2003

$’000 $’000

Government grants 58 378Reversal of impairment loss on equity linked deposits – 2,500Reversal of impairment loss on other investments – 4,586Gain on disposal of associates 10,961 –Gain on disposal of other investments 6,133 –Gain on disposal of fixed rate bonds 2,505 –Gain on disposal of plant and equipment 574 –Gain on disposal of intangible assets 55 –Rental income 48 109Commission received 248 361Other income 2,445 3,445

23,027 11,379

22 PROFIT FROM OPERATIONSThe Group

2004 2003

Number of employees at end of year 11,453 11,553

Number of directors of the company in remuneration bands is as follows:

$500,000 and above 3 3$250,000 to $499,999 – –Below $250,000 4 3Total 7 6

December 31, 2004



22 PROFIT FROM OPERATIONS (cont’d)

The Group2004 2003

$’000 $’000

Directors’ remuneration:Directors of the company 6,564 10,356Directors of the subsidiaries and joint venture 2,887 2,466

Directors’ fees paid to directors of the company 127 86Staff costs (including directors’ remuneration) 192,625 192,095Costs of defined contribution plans included in staff costs 10,829 10,907Auditors’ remuneration:

Auditors of company 65 65Auditors of subsidiaries 243 260

Non-audit services paid to auditors:Auditors of company 131 32Auditors of subsidiaries 68 58

Professional fees paid to a firm of which a director of the subsidiary is a member 2 2Allowance for inventories 3,697 –Allowance for doubtful trade receivables 2,826 –

23 INTEREST INCOME (NET OF INTEREST EXPENSE)The Group

2004 2003$’000 $’000

Interest income from outside parties 20,808 12,484Interest expense to outside parties (328) (343)

20,480 12,141

24 INCOME TAX EXPENSEThe Group

2004 2003$’000 $’000

Income tax on profit for the year:Current year - Singapore 4,065 4,745

- Foreign 2,289 2,076 Overprovision in prior years (2,022) (2,929)Deferred income tax (Note 18): Under (Over) provision in prior years 899 (658)Share of tax attributable to associates 565 379Total 5,796 3,613


24 INCOME TAX EXPENSE (cont’d)

The income tax expense varied from the amount of income tax expense determined by applying the Singaporeincome tax rate of 20% (2003 : 22%) to profit before income tax as a result of the following differences:

The Group2004 2003

$’000 $’000

Income tax expense at statutory tax rate 42,629 55,032Non-(taxable) allowable items (1,221) 501Overprovision of income tax in prior years, net (1,123) (3,587)Prior years’ tax loss carryforwards utilised (1,255) –Deferred tax benefits not recognised 1,897 4,441Effect of different tax rates of overseas operations 7,693 6,770Tax exempt income (43,136) (59,314)Utilisation of deferred tax benefits previously not recognised (14) (83)Other items 326 (147)Total income tax expense 5,796 3,613

Effective tax rate 2.72% 1.44%

The income tax expense for the group is less than the amount determined by applying the statutory tax ratesprimarily due to tax incentives granted to the company and its subsidiaries.

The Economic Development Board (“EDB”) of Singapore granted the company and one of its subsidiaries, MultitechSystems Pte Ltd, Pioneer Status for qualifying activities subject to the fulfilment of certain conditions, for a periodof five years commencing August 1, 1999. The company and the subsidiary will qualify for an additional two yearsextension to the pioneer status if they satisfy additional conditions stipulated.

EDB has also granted a subsidiary, Venture Electronics Solutions Pte Ltd, Pioneer Status and Development andExpansion Incentive for qualifying activities subject to the fulfilment of certain conditions, for a period of five yearscommencing on July 1, 2002.

3 subsidiaries in Malaysia were granted Pioneer Status which exempts profits derived from pioneer products fromincome tax for the following periods:

a) Technocom Systems Sdn Bhd : 10 years commencing January 1, 2002.

b) Pintarmas Sdn Bhd : 6 years commencing January 1, 2001.

c) Venture Electronics Services : 5 years commencing September 1, 2001 (for removable disk drives, tape(Malaysia) Sdn Bhd drives and cartridge storage media).

5 years commencing August 10, 2004 (for communications andnetworking equipment, data processing equipment and medicalscientific equipment and instrumentation).

December 31, 2004



24 INCOME TAX EXPENSE (cont’d)

The group has estimated tax losses carryforwards which are available for offsetting against future taxable incomeas follows:

2004 2003$’000 $’000

Amount at beginning of year 12,829 3,836Amount in current year 9,311 8,993Amount utilised in current year (6,273) –

15,867 12,829

Deferred tax benefit on above not recorded 3,173 2,822

The group has estimated temporary differences from capital allowances available for offsetting against futuretaxable income as follows:

2004 2003$’000 $’000

Amount at beginning of year 11,686 870Adjustment in respect of prior year (11,381) –Amount in current year 173 11,193Amount utilised in current year (72) (377)

406 11,686

Deferred tax benefit on above not recorded 81 2,571

The realisation of the future income tax benefits from tax loss carryforwards and temporary differences fromcapital allowances is available for an unlimited future period subject to the conditions for deductibility imposed bylaw, including the retention of majority shareholders as defined.

Group ReliefSubject to the satisfaction of the conditions for group relief, $3,989,000 of tax losses arising in the current yearwere transferred to the company under the group relief system. These tax losses were transferred from certainsubsidiaries at no consideration.

25 EARNINGS PER SHAREThe calculation of basic earnings per ordinary share is based on the group profit after taxation and minority interestsof $206,753,000 (2003 : $240,386,000) divided by the (weighted average) number of ordinary shares of 261,402,000(2003 : 249,744,000) in issue during the year.


25 EARNINGS PER SHARE (cont’d)

Fully diluted earnings per ordinary share is based on 267,572,000 (2003 : 258,525,000) ordinary shares assumingthe full exercise of share options outstanding during the year (Note 19) and group earnings of $206,753,000(2003 : $240,386,000) and adjusting the (weighted average) number of ordinary shares to reflect the effect of allpotentially dilutive ordinary shares.

The Group2004 2003

Basic Diluted Basic Diluted$’000 $’000 $’000 $’000

Net profit attributable to shareholders 206,753 206,753 240,386 240,386

The Group2004 2003

Basic Diluted Basic DilutedNumber of shares Number of shares

’000 ’000

Weighted average number of ordinary shares 261,402 261,402 249,744 249,744Adjustment for potential dilutive ordinary shares – 6,170 – 8,781Weighted average number of ordinary shares

used to compute earnings per share 261,402 267,572 249,744 258,525

Earnings per share (cents) 79.1 77.3 96.3 93.0

26 OPERATING LEASE COMMITMENTS

The Group2004 2003

$’000 $’000

Minimum lease paymentspaid under operating leases 14,418 15,169

At the balance sheet date, the commitments in respect of operating leases for rental of factory spaces, officepremises and residential premises were as follows:


$’000 $’000 $’000 $’000

Within one year 5,977 5,391 10,086 11,389In the second to fifth year inclusive 1,645 3,387 5,748 11,283

December 31, 2004



27 CAPITAL EXPENDITURE COMMITMENTS

The Group2004 2003

$’000 $’000

Estimated amounts committed for futurecapital expenditure but not provided forin the financial statements 217 1,639

28 OTHER COMMITMENTSThe company entered into a foreign exchange contract to sell US$30,000,000 for Singapore dollars at the end ofeach month for a period of twelve months from the balance sheet date.

Upon the occurrence of certain events, the monthly commitment for the foreign exchange contract will increase toUS$60,000,000.

As at December 31, 2004, the foreign exchange contract has a negative fair value of US$1,356,000 (S$2,225,000).

29 CONTINGENT LIABILITIES (UNSECURED)


$’000 $’000 $’000 $’000

Letters of guarantee issued by bankers 3,865 3,817 6,593 6,728Standby letter of credit 30,194 40,049 30,194 40,049Corporate guarantees given to banks

for banking facilities granted to associates – – 3,917 3,300


30 SEGMENT INFORMATIONThe group operates predominantly as a provider of manufacturing, engineering, design and fulfilment services tothe electronics industry. Geographical segments are reported based on the location of the group’s production andservice facilities and assets.

Segment revenue and expenses are the operating revenue and expenses reported in the group’s profit and lossstatement that are directly attributable to a segment and the relevant portion of such revenue and expenses thatcan be allocated on a reasonable basis to a segment.

Inter-segment pricing is determined on terms agreed between the parties of the transaction.

Geographical segmentsAsia-Pacific United States(excluding of America/

Singapore Singapore) Mexico/Others Eliminations Group$’000 $’000 $’000 $’000 $’000

2004

Revenue:External sales 2,727,458 350,616 115,324 – 3,193,398Inter-segment sales 289,050 1,637,750 12,483 (1,939,283) –

Total revenue 3,016,508 1,988,366 127,807 (1,939,283) 3,193,398

Results:Profit from operations 66,023 105,123 5,932 12,513 189,591Interest income (net of

interest expense) 18,958 1,366 156 – 20,480Income from associates 3,074 – – – 3,074Profit before income tax 88,055 106,489 6,088 12,513 213,145Income tax expense (5,796)Profit after income tax 207,349

Other information:Capital additions 34,848 39,205 830 (4,291) 70,592Depreciation and amortisation 30,911 21,940 2,983 – 55,834

Assets:Segment assets 1,167,826 754,353 81,936 – 2,004,115Investment in associates 17,810 17,810Unallocated corporate assets 3,082

2,025,007

Liabilities:Segment liabilities 84,611 279,359 80,937 – 444,907Unallocated corporate liabilities 7,589

452,496

December 31, 2004



30 SEGMENT INFORMATION (cont’d)

Geographical segments (cont’d)Asia-Pacific United States(excluding of America/

Singapore Singapore) Mexico/Others Eliminations Group$’000 $’000 $’000 $’000 $’000

2003

Revenue:External sales 2,832,757 286,705 50,556 – 3,170,018Inter-segment sales 161,153 1,874,867 22,894 (2,058,914) –

Total revenue 2,993,910 2,161,572 73,450 (2,058,914) 3,170,018

Results:Profit from operations 116,023 145,546 2,182 (28,147) 235,604Interest income (net of

interest expense) 10,947 657 537 – 12,141Income from associates 2,401 – – – 2,401Profit before income tax 129,371 146,203 2,719 (28,147) 250,146Income tax expense (3,613)Profit after income tax 246,533

Other information:Capital additions 21,611 26,687 1,575 – 49,873Depreciation and amortisation 31,997 20,411 3,563 (41) 55,930

Assets:Segment assets 1,287,359 424,588 64,441 – 1,776,388Investment in associates 23,284 – – – 23,284Unallocated corporate assets 9,661

1,809,333

Liabilities:Segment liabilities 188,745 249,504 13,543 – 451,792Unallocated corporate liabilities 8,173

459,965


30 SEGMENT INFORMATION (cont’d)

Business segmentThe following table provides an analysis of the group’s revenue by business segment.

2004 2003$’000 $’000

Design, manufacturing and fulfilment services in electronics industry 3,193,398 3,170,018

The following is an analysis of the carrying amount of segment assets and additions to property, plant and equipment,goodwill and intangible assets, analysed by the business segment in which the assets are located:

Segment assets Capital additions2004 2003 2004 2003

$’000 $’000 $’000 $’000

Design, manufacturing and fulfilment services in electronics industry 2,004,115 1,776,388 70,592 49,873

31 DIVIDENDS(i) During the financial year ended December 31, 2003, the company declared and paid a first and final tax exempt

dividend of $0.0375 per ordinary share and a bonus tax exempt dividend of $0.0375 per ordinary share on theordinary shares of the company totalling $18,483,696 in respect of the financial year ended December 31,2002.

(ii) During the financial year ended December 31, 2004, the company declared and paid a first and final tax exemptdividend of $0.0625 per ordinary share and a bonus dividend of $0.125 per ordinary share less tax on theordinary shares of the company totalling $42,395,447 in respect of the financial year ended December 31,2003.

(iii) Subsequent to December 31, 2004, the directors of the company proposed a first and final tax exempt dividendof $0.25 per ordinary share and a bonus tax exempt dividend of $0.25 per ordinary share for the financial yearjust ended on the ordinary shares of the company. The proposed dividends are not accrued as a liability for thecurrent financial year in accordance with FRS 10 – Events After The Balance Sheet Date.

December 31, 2004



32 MAJOR PROPERTIES

The schedule below shows the group’s major properties together with particulars of their tenure and usage:

Description andHeld by Location Approx. Land Area Tenure Usage

Pintarmas Sdn Bhd Lot 3789 Land area: Freehold Manufacturing(sub-divided into 29,029 sq. m. facilities5 lots PTD Industrial land67770-67774)Mukim of Tebrau,Johor Bahru,Malaysia

Technocom HS(D) 333450 Land area: 50 years leasehold ManufacturingSystems Sdn Bhd PTD 97125 44,470 sq.m. from July 3, facilities

Mukim of Tebrau, Industrial land 2002Johor Bahru,Malaysia

Venture Electronics No.44, Hilir Sungai Land area: 60 years leasehold ManufacturingServices (Malaysia) Keluang Satu, Taman 39,536 sq. m. from June 13, facilitiesSdn Bhd Perindustrian Industrial land 1995

Bayan Lepas (Fasa IV),11900 Bayan Lepas,Penang, Malaysia

Venture Corporation Lot 7114 Mukim 17 Gross floor area: Freehold ResidentialLimited Singapore 1,424.6 sq. m. property

Cebelian Holdings 69 Huang Yang Gross floor area: 70 years leasehold ResidentialPte Ltd Road Block 2, 6/F 156.48 sq. m. from November 30, property

Unit D, Xinhe Gardens, 1994Jinqiao, PudongShanghai 201206People’s Republicof China


In the opinion of the directors, the accompanying balance sheet and statement of changes in equity of the company andconsolidated financial statements of the group set out on pages 25 to 65 are drawn up so as to give a true and fair viewof the state of affairs of the company and of the group as at December 31, 2004, and of the results of the group, changesin equity of the company and of the group, and of the cash flows of the group for the financial year then ended and at thedate of this statement, there are reasonable grounds to believe that the company will be able to pay its debts as andwhen they fall due.

ON BEHALF OF THE DIRECTORS

Wong Ngit Liong

Cecil Vivian Richard Wong

March 14, 2005

STATEMENT OF DIRECTORS ➔


The Company is committed to adopting a high standard of corporate conduct in conformity with the principles and spirit ofthe Code of Corporate Governance (the “Code”). This report describes the Company’s corporate governance practices withspecific reference to the Code.

1. BOARD MATTERS

1.1 The Board’s function includes supervising the management of the Group’s business and affairs, and approving theGroup’s strategic operational initiatives, major investments and capital structure. In addition to its statutoryresponsibilities, the Board approves the Group’s financial plans and reviews its financial performance.

1.2 The Board held five meetings in 2004. The attendance of the Directors at meetings of the Board and BoardCommittees, as well as frequency of such meetings, are as follows:

Board Board Committee

Audit Nominating RemunerationCommittee Committee Committee *

a b a b a b a bWong Ngit Liong 5 5 – – 2 2 3 3Cecil Vivian Richard Wong 5 5 5 5 2 2 3 3Koh Lee Boon 5 5 5 5 2 2 3 3Goh Geok Ling ** 4 4 4 4 – – – –Goon Kok Loon ** 4 4 4 4 – – 2 2Tan Choon Huat 5 5 – – – – – –Soo Eng Hiong 5 5 – – – – – –

Column a : Number of meetings held while as a memberColumn b : Number of meetings attended

* Referred to as Compensation Committee in previous years** Appointed on 27 February 2004

1.3 The Board comprises seven directors of whom three are executive directors and four are non-executive andindependent directors. Key information regarding the Directors is given on page 15 of this annual report.

1.4 The Company’s Executive Chairman, Mr Wong Ngit Liong, is also the Chief Executive Officer (“CEO”) of the Group.The Board believes that there is no need for the role of Chairman of the Board and the CEO to be separated as thereis good balance of power and authority with all the committees chaired by independent directors.

1.5 To ensure that the Board is able to fulfill its responsibilities, Management provides annual budget figures, monthlymanagement accounts, and other relevant information as and when required. The Directors are provided with thecontact details of the Company’s senior management and Company Secretary to facilitate access to them.

1.6 The Company will consider appropriate training programmes for directors to meet their relevant training needs.Orientation programmes are organized for new directors to ensure that they are familiar with the Company’s businessand governance policies.

CORPORATE GOVERNANCE REPORT ➔


1.7 The Company Secretary is present at all Board meetings. It is the responsibility of the Company Secretary to ensurethat Board procedures and applicable rules and regulations are followed and complied with.

1.8 Nominating Committee (“NC”)

1.8.1 The Code prescribes guidelines on various Board matters, including the Board’s conduct of its affairs, its composition,membership, performance and access to information. The NC’s responsibility is to oversee Board membership andmonitor Board performance.

1.8.2 The NC’s principal function is to:

a) ensure that the Board comprises members with suitably diverse backgrounds in order to meet the Company’soperational and business requirements;

b) establish a formal and transparent process for the appointment of new Directors;c) nominate Directors retiring by rotation for re-election / re-appointment at every Annual General Meeting (“AGM”)

pursuant to Articles 92 and 93 of the Company’s Articles and Section 153 of the Companies Act Cap 50;d) ensure that all Directors submit themselves for re-nomination and re-election at least once every three years;e) assess the Directors’ independence;f) evaluate the Board’s performance and effectiveness, and propose recommendations, if any, for the Board’s

approval.

1.8.3 The NC is chaired by Mr Koh Lee Boon and comprises two other members, namely Mr Cecil Vivian Richard Wongand Mr Wong Ngit Liong.

1.8.4 The NC met twice in 2004.

1.8.5 In evaluating the Board’s performance, the NC uses both quantitative and qualitative assessment measurements,such as the success of the strategic and long-term objectives set by the Board, and the effectiveness of the Boardin monitoring Management’s performance against the goals set. The NC initiated a Board performance evaluationin 2004. Information was gathered through a questionnaire to the Directors. The evaluation concluded that:

i) the quality of information disseminated to the Board members was good;ii) the Board and the Company’s management enjoyed a cordial relationship that encouraged communication and

participation;iii) the Board demonstrated responsibility and proactiveness;iv) there was a high standard of conduct amongst members of the Board;v) the Board conducted its meetings well and decision making processes appeared satisfactory; andvi) the Board comprised competent directors.

1.8.6 The evaluation process also recommended that:

i) a formal evaluation process be implemented to assess the CEO’s performance; andii) the NC initiates the planning of CEO succession.



1.8.7 The NC has nominated the directors retiring by rotation at the forthcoming AGM for re-election. In considering thenomination, the NC took into account the contribution of the directors with reference to their attendance andparticipation at Board and other Board committee meetings as well as the proficiency with which they have dischargedtheir responsibilities.

2. REMUNERATION MATTERS

2.1 Remuneration Committee (“RC”)

2.1.1 The Compensation Committee was renamed Remuneration Committee in 2004. The RC is chaired by Mr KohLee Boon and comprises three other members, namely Mr Cecil Vivian Richard Wong, Mr Goon Kok Loon andMr Wong Ngit Liong.

2.1.2 The RC’s principal function is to:

a) review and recommend to the Board specific remuneration packages and the terms of employment for theCEO and executive directors of the Group and for employees related to the executive directors and controllingshareholders of the Group;

b) review the remuneration framework for the Board and the Group’s key executives; andc) administer the Company’s Executive Share Option Scheme (“ESOS”), which has been approved by shareholders

of the Company.

2.1.3 The RC met three times in 2004.

2.1.4 Directors’ fees are set in accordance with a remuneration framework of basic fees. Executive Directors do notreceive fees. Non-Executive directors are paid fees, subject to shareholders’ approval at the Annual General Meeting(“AGM”). The RC has recommended the directors’ fees for 2004, subject to approval by shareholders at the Company’sforthcoming AGM. A breakdown showing the level and mix of each individual Director’s remuneration paid andpayable for 2004 is as follows:

Remuneration Band# and Fee* Total Basic Total Variable Total Name of Director % Remuneration+ Remuneration** Remuneration

% % %

Below S$250,000 - Goh Geok Ling 100 – – 100 - Cecil Vivian Richard Wong 100 – – 100 - Koh Lee Boon 100 – – 100 - Goon Kok Loon 100 – – 100

S$3,500,000 to S$3,749,999 - Soo Eng Hiong – 7 93 100

S$4,500,000 to S$4,749,999 - Tan Choon Huat – 7 93 100

S$5,250,000 to S$5,499,999 - Wong Ngit Liong – 13 87 100


2.1.5 Rather than list the names of the top five key executives who are not directors of the Company, the following tableshows a group-wide cross-section of key executives’ remuneration within bands of S$250,000, and a breakdown ofthe remuneration into fixed and variable components. This should give a macro perspective of the remunerationpattern in the Group, while maintaining confidentiality of each employee’s remuneration.

Remuneration Band# No. of Key Total Basic Total Variable TotalExecutives Remuneration+ Remuneration** Remuneration

% % %

Below S$250,000++ 9 61 39 100 S$250,000 - S$499,999++ 9 60 40 100 S$500,000 - S$749,999 7 30 70 100 S$750,000 - S$999,999 3 24 76 100 S$1,000,000 - S$1,249,999 2 14 86 100 S$1,250,000 - S$1,499,999 1 8 92 100 S$1,500,000 - S$1,749,999 1 12 88 100 S$2,000,000 - S$2,249,999 1 8 92 100

# Remuneration bands within which no directors and executives fall will not be included* Subject to approval by shareholders as a lump sum at the AGM for FY2004+ Inclusive of employer’s CPF contribution** Inclusive of employer’s CPF contribution, annual wage supplement, bonuses, gains from the exercise of share options granted under

the Venture Corporation Limited ESOS, and benefits in kind such as housing and car allowance++ Includes executives who have worked with the Group for less than 1 year

2.1.6 There are no employees in the Group who are immediate family members of a director or the CEO.

3. ACCOUNTABILITY AND AUDIT

3.1 The Board currently provides shareholders with the Company’s performance, position and prospects on a quarterlybasis via announcements on the SGXNET and the corporate website.

3.2 Audit Committee (“AC”)

3.2.1 The AC comprises four members, all of whom are non-executive. They are Mr Cecil Vivian Richard Wong (Chariman),and Mr Koh Lee Boon, Mr Goh Geok Ling and Mr Goon Kok Loon.

3.2.2 The function of the AC is to :

a) recommend to the Board the re-appointment of external auditors, to approve the remuneration of externalauditors, and to review the scope and result of the audit and its cost effectiveness;

b) inquire of other committees, the Management, Head of Internal Audit (“IA”) and external auditors on significantrisks and exposure that exist, and assess the steps Management has taken to minimize such risks to theCompany;



c) review with the Chief Financial Officer and external auditors at the completion of the quarterly reviews andannual examination:

(i) the Company’s quarterly, interim and annual financial statements and related footnotes, includingaccounting principles;

(ii) the external auditors’ audit of the financial statements and reports thereto;(iii) the adequacy of the Company’s system of accounting controls;(iv) the assistance given by the Management to external auditors;(v) any related significant findings and recommendations of the external auditors and internal auditors

together with Management’s response thereto; and(vi) any significant changes required in the external auditors’ plan, serious difficulties or disputes with

Management encountered during the course of the audit and their resolution, and any other mattersrelating to the conduct of the audit.

d) consider and review with Management and the Head of IA annually:

(i) significant findings during the year and Management’s response thereto;(ii) the effectiveness of the Company’s internal controls over management, business and service systems

and practices;(iii) changes required in the planned scope of their audit plan and difficulties encountered in the course of

their audit, including any restrictions on the scope of their work or access to required information; and(iv) the internal audit department budget and staffing.

e) review legal and regulatory matters that may have a material impact on the financial statements, relatedexchange compliance policies, and programmes and reports reviewed from regulators;

f) meet with the Head of IA, the external auditors, other committees, and Management in separate executivesessions to discuss issues that these groups believe should be discussed privately with the AC; and

g) report actions and minutes of the AC to the Board with such recommendations as the AC may deemappropriate.

3.2.3 The AC met five times in 2004.

3.2.4 The AC has full access to, and the co-operation of Management. The external auditors and Head of IA haveunrestricted access to the AC.

3.2.5 The AC meets with the external auditors without the presence of Management, at least once a year.

3.2.6 The AC has reviewed the Company’s risk assessment, and based on management controls in place, is satisfiedthat there are adequate internal controls within the Company. The AC expects risk assessment to be a continuingprocess.

3.2.7 The AC has reviewed all non-audit services provided by the external auditors during the year and is of the opinionthat the provision of such services will not affect the independence of the external auditors.


3.3 The Company’s IA function was established in 2002. The IA Department reports directly to the chairman of the ACon audit matters, and to the CFO on administrative matters. The AC reviews and approves the annual IA plans andresources to ensure that the IA Department has the necessary resources to adequately perform its function.

3.4 The IA Department is responsible for reviewing the effectiveness of internal control system and procedures, suchas financial, operational and compliance controls, for the Company as well as its subsidiaries (both local andoverseas). The IA will meet the standards set by nationally or internationally recognized professional bodies.

4. COMMUNICATION WITH SHAREHOLDERS

4.1 The Company conveys its financial performance, position and prospects on a quarterly basis via announcementsto the SGX and the Company’s corporate website. The Company also holds briefings for the media and theinvestment community when its results are announced.

4.2 The Company does not practise selective disclosure. Price sensitive information is first publicly released, eitherbefore the Company meets with any group of investors or analysts or simultaneously with such meetings. Resultsand annual reports are announced or issued within the mandatory period and are available on the Company’scorporate website.

4.3 The Company has a corporate communications team to communicate with investors on a regular basis and attendto their queries. Such communication is reported to the Board of Directors on a regular basis. All shareholders ofthe Company receive its annual report and a notice of AGM. The notice is also advertised in the newspapers. AtAGMs, shareholders are given the opportunity to air their views and ask the directors, Management or externalauditors questions regarding the Company. All directors, external auditors and company secretary are present atevery AGM.

4.4 The Articles currently do not provide for shareholders to vote at AGMs in absentia such as by mail, email or fax.The Company will consider implementing the relevant amendment to the Articles if the Board is of the view thatthere is demand for the same, and after the Company has evaluated and put in place the necessary security andother measures to facilitate absentia voting and protect against errors, fraud and other irregularities.

5. INTERNAL CODE ON DEALINGS WITH SECURITIES

5.1 An internal code on dealing in securities of the Company has been issued to directors and officers setting out theimplications on insider trading. The Company’s directors and officers are not allowed to deal in the Company’sshares within two weeks and one month of the announcement of the Company’s quarterly and full year resultsrespectively.

5.2 The directors and officers are not expected to deal in the Company’s securities on considerations of a short-termnature.

in absentia



5.3 Directors and officers are required to observe insider trading provisions under the Securities Industries Act at alltimes even when dealing in the Company’s securities within the permitted periods. Directors of the Company arerequired to report all dealings to the Company Secretary.

6. MATERIAL CONTRACTS

6.1 There are no material contracts entered into by the Company or any of its subsidiaries involving the interests ofthe CEO or any director.


Authorised share capital : $125,000,000Issued and fully paid-up capital : $66,089,144.25Class of shares : Ordinary share of $0.25 each

ANALYSIS OF SHAREHOLDINGS AS AT 14 MARCH 2005

Size of Shareholding Number of Shareholders % Number of Shares %1 - 999 44 0.70 12,027 0.001,000 - 10,000 5,965 94.46 12,969,406 4.9110,001 - 1,000,000 296 4.69 16,032,956 6.071,000,001 and above 10 0.15 235,342,188 89.02

6,315 100.00 264,356,577 100.00

SUBSTANTIAL SHAREHOLDERS AS RECORDED IN THE REGISTER OF SUBSTANTIAL SHAREHOLDERS

Direct Interest % Deemed Interest %The Capital Group Companies, Inc (1) – – 26,344,623 9.97Aberdeen Asset Management Asia Limited (2) – – 19,692,200 7.45Wong Ngit Liong 16,002,141 6.05 – –Metchem Engineering SA 15,015,007 5.68 – –

Notes:(1) The deemed interest of 26,344,623 shares is held in various nominee accounts.

(2) The deemed interest of 19,692,200 shares is held in various investment funds and nominee accounts.

MAJOR SHAREHOLDERS LIST – TOP 20 AS AT 14 MARCH 2005

No. Name No. of shares held %1 DBS Nominees Pte Ltd 85,127,023 32.202 Raffles Nominees Pte Ltd 52,484,921 19.853 HSBC (Singapore) Nominees Pte Ltd 34,747,827 13.144 Citibank Nominees Singapore Pte Ltd 32,723,263 12.385 United Overseas Bank Nominees Pte Ltd 16,130,513 6.106 Merrill Lynch (S’pore) Pte Ltd 6,408,629 2.427 DBS Vickers Secs (S) Pte Ltd 2,421,935 0.928 Morgan Stanley Asia (S’pore) Secs Pte Ltd 2,278,000 0.869 DB Nominees (S) Pte Ltd 1,733,215 0.66

10 Soo Eng Hiong 1,286,862 0.4911 Lim Swee Kwang 682,140 0.2612 Philip Securities Pte Ltd 659,945 0.2513 Metchem Engineering SA 611,034 0.2314 OCBC Securities Private Ltd 600,000 0.2315 Wong Ngit Liong @ Wong Geok Kiong 574,619 0.2216 Citibank Consumer Nominees Pte Ltd 556,802 0.2117 Oversea-Chinese Bank Nominees Pte Ltd 529,000 0.2018 The Asia Life Assurance Society Ltd – Par Fund 471,000 0.1819 Societe Generale Singapore Branch 439,423 0.1620 Kim Eng Securities Pte. Ltd. 398,983 0.15

240,865,134 91.11

SHAREHOLDING HELD IN HANDS OF PUBLICBased on information available to the Company as at 14 March 2005, approximately 67.96% of the issued ordinary sharesof the Company is held by the public and therefore Rule 723 of the Listing Manual is complied with.

As at 14 March 2005SHAREHOLDERS’ INFORMATION ➔


NOTICE IS HEREBY GIVEN that the Annual General Meeting of VENTURE CORPORATION LIMITED (the “Company”) willbe held at the Board Room, 5006 Ang Mo Kio Avenue 5, #05-01/12 TECHplace II, Singapore 569873 on 28 April 2005 at11.30 a.m. for the following purposes:

AS ORDINARY BUSINESS1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the year ended 31 December

2004 together with the Auditors’ Report thereon. (Resolution 1)

2. To declare a final tax-exempt dividend of 100% or 25 cents per ordinary share and a bonus tax-exempt dividend of100% or 25 cents per ordinary share for the year ended 31 December 2004 (2003: final tax-exempt dividend of25% or 6.25 cents per ordinary share and bonus dividend of 50% or 12.5 cents per ordinary share less income taxof 20%). (Resolution 2)

3. To re-elect the following Directors retiring pursuant to Article 92 of the Company’s Articles of Association:-

Mr Wong Ngit Liong (Resolution 3)Mr Koh Lee Boon (Resolution 4)

Mr Wong Ngit Liong will, upon re-election as a Director of the Company, remain as Executive Chairman of theBoard and a member of both the Nominating Committee and the Remuneration Committee.

Mr Koh Lee Boon will, upon re-election as a Director of the Company, remain a member of the Audit Committeeand will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore ExchangeSecurities Trading Limited. Mr Koh Lee Boon will also continue to serve as Chairman of both the NominatingCommittee and the Remuneration Committee.

4. To re-appoint Mr Cecil Vivian Richard Wong, a Director retiring under Section 153(6) of the Companies Act, Cap. 50,to hold office from the date of this Annual General Meeting until the next Annual General Meeting. (Resolution 5)

Mr Cecil Vivian Richard Wong will, upon re-appointment as a Director of the Company, remain as Chairman of theAudit Committee and will be considered an independent director pursuant to Rule 704(8) of the Listing Manual ofthe Singapore Exchange Securities Trading Limited. Mr Cecil Vivian Richard Wong will also continue to serve as amember of both the Nominating Committee and the Remuneration Committee.

5. To approve the payment of Directors’ fees of S$127,000 for the year ended 31 December 2004 (2003: S$86,000).(Resolution 6)

6. To re-appoint Deloitte & Touche as the Company’s Auditors and to authorise the Directors to fix their remuneration.(Resolution 7)

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

NOTICE OF ANNUAL GENERAL MEETING ➔


AS SPECIAL BUSINESSTo consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

8. That pursuant to Section 161 of the Companies Act, Cap. 50 and the Listing Manual of the Singapore ExchangeSecurities Trading Limited (“SGX-ST”), authority be and is hereby given to the Directors to:

(a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would requireshares to be issued, including but not limited to the creation and issue of (as well as adjustments to)warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directorsmay in their absolute discretion deem fit; and

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares inpursuance of any Instrument made or granted by the Directors while this Resolution was in force,

provided that:

(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued inpursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50 per cent. of theissued share capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which theaggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company(including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution)does not exceed 20 per cent. of the issued share capital of the Company (as calculated in accordance withsub-paragraph (2) below);

(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining theaggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of issuedshare capital shall be based on the issued share capital of the Company at the time this Resolution is passed,after adjusting for:

(i) new shares arising from the conversion or exercise of any convertible securities or share options or vestingof share awards which are outstanding or subsisting at the time this Resolution is passed; and

(ii) any subsequent consolidation or subdivision of shares;

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of theListing Manual of the SGX-ST (unless such compliance has been waived by the SGX-ST) and the Articles ofAssociation for the time being of the Company; and

(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shallcontinue in force until the conclusion of the next Annual General Meeting of the Company or the date by whichthe next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.

[See Explanatory Note (i)] (Resolution 8)

NOTICE OF ANNUAL GENERAL MEETING ➔

pro rata


9. That pursuant to Section 161 of the Companies Act, Cap. 50, authority be and is hereby given to the Directors to allotand issue from time to time such number of shares in the capital of the Company as may be required to be issuedpursuant to the exercise of options granted under the Venture Manufacturing (Singapore) Ltd Executives’ ShareOption Scheme adopted by the Company in 1993 (the “1993 Scheme”) and provided always that the aggregatenumber of shares to be issued pursuant to the 1993 Scheme shall not exceed 25 per cent. of the issued sharecapital of the Company from time to time.[See Explanatory Note (ii)] (Resolution 9)

10. That approval be and is hereby given to the Directors of the Company to offer and grant options from time to time inaccordance with the regulations of the Venture Corporation Executives’ Share Option Scheme adopted by the Companyin 2004 (the “2004 Scheme”) and pursuant to Section 161 of the Companies Act, Cap. 50, to allot and issue fromtime to time such number of shares in the capital of the Company as may be required to be issued pursuant to theexercise of options granted under the 2004 Scheme, provided always that the aggregate number of shares to beissued pursuant to the 2004 Scheme shall not exceed 15 per cent. of the issued share capital of the Company fromtime to time.[See Explanatory Note (iii)] (Resolution 10)

By Order of the Board

Pay Cher WeeCompany Secretary

Singapore, 11 April 2005

Explanatory Notes on Special Business to be transacted:(i) The proposed Ordinary Resolution 8, if passed, will empower the Directors of the Company from the date of the Annual General Meeting until

the date of the next Annual General Meeting to issue further shares in the Company. The maximum number of shares, which the Directors mayissue under this resolution, shall not exceed the quantum set out in the resolution.

(ii) The proposed Ordinary Resolution 9, if passed, will empower the Directors of the Company to allot and issue shares in the Company pursuantto the exercise of options granted under the Venture Manufacturing (Singapore) Ltd Executives’ Share Option Scheme, which was adopted bythe Company in 1993 (the “1993 Scheme”), provided that the aggregate number of shares to be issued shall not exceed 25 per cent. of theissued share capital of the Company from time to time. Noted that the 1993 Scheme expired on 5 April 2004. However, outstanding optionsgranted prior to that date are not affected by the expiry and remain exercisable in accordance with the terms of the 1993 Scheme.

(iii) The proposed Ordinary Resolution 10, if passed, will empower the Directors of the Company to offer and grant options under the VentureCorporation Executives’ Share Option Scheme, which was adopted by the Company in 2004 (the “2004 Scheme”) and to allot and issue sharespursuant to the exercise of options under the 2004 Scheme, provided that the aggregate number of shares to be issued shall not exceed 15 percent. of the issued share capital of the Company from time to time.

Notes:1. A member of the Company entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and

vote in his/her stead. A proxy need not be a member of the Company.

2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 5006 Ang Mo Kio Avenue 5, #05-01/12TECHplace II, Singapore 569873 not less than 48 hours before the time appointed for holding the Meeting.


NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on10 May 2005 for the purpose of determining Members’ entitlement to the final and bonus dividends to be proposed atthe Annual General Meeting of the Company to be held on 28 April 2005.

The proposed dividends (comprising a final tax-exempt dividend of 100% or 25 cents per ordinary share and a bonustax-exempt dividend of 100% or 25 cents per ordinary share), if approved at the Annual General Meeting to be held on28 April 2005, will be paid on 20 May 2005.

Duly completed registrable transfers of the shares in the Company (the “Shares”) received up to the close of business at5.00 p.m. on 9 May 2005 by the Company’s Share Registrar, M&C Services Private Limited, 138 Robinson Road, #17-00,The Corporate Office, Singapore 068906 will be registered to determine shareholders’ entitlements to such dividends.Subject to the aforesaid Members whose Securities Accounts with The Central Depository (Pte) Limited are credited withshares as at 5.00 p.m. on 9 May 2005 will be entitled to the proposed dividends.

By Order of the Board

Pay Cher WeeCompany Secretary

Singapore, 11 April 2005

NOTICE OF BOOKS CLOSURE ➔


VENTURE CORPORATION LIMITEDCompany Registration No: 198402886H(Incorporated in the Republic of Singapore)

PROXY FORMANNUAL GENERAL MEETING

I/We,

of

being a member/members of Venture Corporation Limited (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %

Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %

Address

or failing him/her, the Chairman of the Annual General Meeting (the “Meeting”) of the Company as my/our proxy/proxies to vote for me/us on my/our behalf at the Meeting of the Company to be held on 28 April 2005 at 11.30 a.m. and at any adjournment thereof. I/We directmy/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as tovoting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote orabstain from voting at his/her discretion.

(Please indicate your vote “For” or “Against” with a tick [✓ ] within the box provided.)

No. Resolutions relating to: For Against

1 Adoption of Directors’ Report and Audited Accounts for the year ended 31 December 2004

2 Payment of final dividend and bonus dividend

3 Re-election of Mr Wong Ngit Liong as a Director

4 Re-election of Mr Koh Lee Boon as a Director

5 Re-appointment of Mr Cecil Vivian Richard Wong as a Director

6 Approval of Directors’ fees

7 Re-appointment of Deloitte & Touche as Auditors and authorisation of Directorsto fix their remuneration

8 Authority to allot and issue new shares

9 Authority to allot and issue shares under the Venture Manufacturing (Singapore) LtdExecutives’ Share Option Scheme adopted by the Company in 1993

10 Authority to grant options and allot and issue shares under the Venture CorporationExecutives’ Share Option Scheme adopted by the Company in 2004

Dated this day of 2005

Signature of Shareholder(s)or, Common Seal of Corporate Shareholder

*Delete where inapplicable✃

No. of Shares in:

(a) Depository Register

(b) Register of Members

Total No. of Shares

IMPORTANT1. For investors who have used their CPF monies to buy ordinary shares

in the capital of Venture Corporation Limited, this document isforwarded to them at the request of their CPF Approved Nominees andis sent solely FOR INFORMATION ONLY

2. This Proxy is not valid for use by CPF investors and shall be ineffectivefor all intent and purposes if used or purported to be used by them.

Notes :1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined

in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered inyour name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in theDepository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Sharesentered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, theinstrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend andvote in his/her stead. A proxy need not be a member of the Company.

3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding(expressed as a percentage of the whole) to be represented by each proxy.

4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 5006 Ang Mo Kio Avenue 5,#05-01/12 TECHplace II, Singapore 569873 not less than 48 hours before the time appointed for the Meeting.

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

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

7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act asits representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.

General:The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible orwhere the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing aproxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject an instrument appointing a proxyor proxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at48 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

SINGAPORE

Venture Corporation Limited5006 Ang Mo Kio Avenue 5#05-01/12 TECHplace IISingapore 569873Tel : +65 6482 1755Fax : +65 6482 0122Website : http://www.venture.com.sg

Cebelian Holdings Pte Ltd5006 Ang Mo Kio Avenue 5#05-01/12 TECHplace IISingapore 569873Tel : +65 6482 1755Fax : +65 6482 0122

Innovative Trek Technology Pte Ltd5006 Ang Mo Kio Avenue 5#05-01/12 TECHplace IISingapore 569873Tel : +65 6482 1755Fax : +65 6482 0122

Multitech Systems Pte Ltd5006 Ang Mo Kio Avenue 5#05-01/12 TECHplace IISingapore 569873Tel : +65 6482 1755Fax : +65 6482 0122

Univac Precision Engineering Pte LtdBlk 4012 Ang Mo Kio Ave 10#01-01 TECHplace ISingapore 569628Tel : +65 6457 3034Fax : +65 6459 2393

VIPColor Technologies Pte Ltd5006 Ang Mo Kio Avenue 5#05-01/12 TECHplace IISingapore 569873Tel : +65 6482 1755Fax : +65 6482 0122Website : http://www.vipcolor.com

VS Electronics Pte Ltd5012 Ang Mo Kio Avenue 5#03-01 TECHplace IISingapore 569873Tel : +65 6481 8586Fax : +65 6481 8717

Ventech Data Systems Pte Ltd5006 Ang Mo Kio Avenue 5#05-01/12 TECHplace IISingapore 569873Tel : +65 6482 1755Fax : +65 6482 0122

Venture Electronics Solutions Pte Ltd5006 Ang Mo Kio Avenue 5#01-01/05 TECHplace IISingapore 569873Tel : +65 6482 1755Fax : +65 6484 8580

MALAYSIA

Munivac Sdn Bhd51& 53 Jalan Riang, 21 Taman Gembira81200 Johor Bahru, MalaysiaTel : +60 (07) 335 6333Fax : +60 (07) 335 0088

GROUP OF COMPANIES ➔

Consolidated Financial Performance (S$ million)

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004

Revenue 249.7 649.1 708.0 730.7 951.0 1,456.4 1,430.9 2,366.3 3,170.0 3,193.4

Profit before tax 25.5 45.8 58.3 74.9 91.3 115.9 143.7 194.2 250.1 213.1

Profit after tax 21.6 36.2 47.7 63.2 82.9 105.1 134.7 181.1 240.4 206.8

Total Assets 155.9 306.4 398.0 475.2 602.0 759.2 886.0 1,427.1 1,809.3 2,025.0

Total Liabilities 75.7 134.0 175.1 178.9 187.0 224.3 220.6 484.1 468.2 454.7

Shareholders’ Equity 80.2 172.4 222.9 296.3 415.0 534.9 665.4 943.0 1,341.1 1,570.3

PBT margin (%) 10.2% 7.1% 8.2% 10.3% 9.6% 8.0% 10.0% 8.2% 7.9% 6.7%

PAT margin (%) 8.7% 5.6% 6.7% 8.6% 8.7% 7.2% 9.4% 7.7% 7.6% 6.5%

EPS (cents) 13.9 22.9 26.0 32.5 38.3 45.7 58.3 77.1 96.3 79.1

FINANCIAL HIGHLIGHTS ➔

’95 ’96 ’97 ’98 ’99 ’00 ’01 ’02 ’03 ’04

4000

3000

2000

1000

0

Revenue (S$ million)

1600

1200

800

400

0

Shareholders’ Equity (S$ million)

100

75

50

25

0

EPS (Singapore cents)

280

210

140

70

0

Profit after tax (S$ million)

’95 ’96 ’97 ’98 ’99 ’00 ’01 ’02 ’03 ’04 ’95 ’96 ’97 ’98 ’99 ’00 ’01 ’02 ’03 ’04

Pintarmas Sdn Bhd4 Jalan Kempas Lima/2Tampoi, 81200, Johor Bahru, MalaysiaTel : +60 (07) 237 7201Fax : +60 (07) 234 5595

Technocom Systems Sdn Bhd2 Jalan Kempas Lima/2Tampoi, 81200, Johor Bahru, MalaysiaTel : +60 (07) 237 7201Fax : +60 (07) 236 4146

Venture Electronics Services(Malaysia) Sdn BhdPlot 44, Bayan Lepas Industrial Park IV,11900 Penang, MalaysiaTel : +60 (04) 642 8000Fax : +60 (04) 810 7086

INDONESIA

PT Venture Electronics IndonesiaLot D22 Bintan Industrial Estate LobamPulau Bintan 29152, IndonesiaTel : +011 (770) 696 998Fax : +011 (770) 696 997

CHINA

Venture Electronics (Shanghai) Co., Ltd1201 Gui Qiao RoadT52/11 Jin Qiao Export Processing ZonePudong New AreaShanghai 201206, ChinaTel : +86 (21) 5899 8086Fax : +86 (21) 5899 7682

Shanghai Waigaoqiao VentureElectronics Co., LtdFu Te Zhong Road, 288 Building 4Waigaoqiao Free Trade Zone, PudongShanghai 200131, ChinaTel : +86 (21) 5046 2983Fax : +86 (21) 5046 2985

Univac Precision Plastics (Shanghai)Co., LtdNo. 376 De Bao RoadWaigaoqiao Free Trade Zone, PudongShanghai 200131, ChinaTel : +86 (21) 5048 1996Fax : +86 (21) 5048 1997

Univac Precision Plastics (SuzhouIndustrial Park) Co., LtdMin Sheng Road, Shengpu Town,Suzhou Industrial Park, P.R.C. 215126Tel : +86 (21) 5048 1996Fax : +86 (21) 5048 1997

AMERICAS

Univac Precision, Inc.6701 Mowry AvenueNewark California 94560United States of AmericaTel : +1 (510) 744 3720Fax : +1 (510) 744 3730

VIPColor Technologies USA, Inc.6701 Mowry AvenueNewark California 94560United States of AmericaTel : +1 (510) 744 3770Fax : +1 (510) 744 3738Website : http://www.vipcolor.com

VM Services, Inc.6701 Mowry AvenueNewark California 94560United States of AmericaTel : +1 (510) 744 3720Fax : +1 (510) 744 3730

VM Services, Inc. Lake Forest20562 Crescent Bay DriveLake Forest, CA 92630United States of AmericaTel : +1 (949) 609 1948Fax : +1 (949) 609 1595

Venture Design Services, Inc.1781 East Saint Andrew PlaceSanta Ana, CA 92705Tel : +1 (714) 466 4200Fax : +1 (714) 466 4201

Venture Electronics International, Inc.6701 Mowry AvenueNewark California 94560United States of AmericaTel : +1 (510) 744 3720Fax : +1 (510) 744 3730

Venture Electronics Mexico S.A. de C.V.Calle Cipres #10Centro Ind. Ias BrisasLa Mesa 22450Tijuana, B.C. MexicoTel : +52 (664) 686 8486 / 8111Fax : +52 (664) 686 8487

EUROPE

Venture Electronics (Europe) B.V.First Alliance Trust N.V.Herengracht 469Postbus/PO Box 7411000 AS AmsterdamThe NetherlandsTel : +31 (20) 522 6260Fax : +31 (20) 522 6969

Venture Electronics Spain S.L.Calle Colón 38908223 TerrassaBarcelona, SpainTel : +34 (93) 582 2074Fax : +34 (93) 582 2443

Venture Hungary ElectronicsManufacturing Limited LiabilityCompany1134 Budapest, Vaci ut 35 HungaryTel : +36 (1) 451 7100Fax : +36 (1) 451 7196

’95 ’96 ’97 ’98 ’99 ’00 ’01 ’02 ’03 ’04

BRIDGING THE GAPS BETWEEN PRODUCT DESIGN,DEVELOPMENT AND DELIVERY

VENTURE CORPORATION LIMITEDANNUAL REPORT 2004

We aim to be the best and most reliable

electronics services provider and strategic

global partner for successful global companies,

providing a fully integrated range of electronics

manufacturing services (EMS), original design

manufacturing (ODM) and e-fulfillment

services (EFS).

Bridging the Value Gap 1

Reaching Out to Our Customers 2

Bridgebuilding Technology 4

Globally Interlinked,Globally Responsible 6

The Year in Review 8

Board of Directors 14

Key Management 16

Corporate Information 18

Financial Report 19

CONTENTS ➔➔

M I S S I O N

VENTU

RE CORPORATION LIM

ITED ANN

UAL REPORT 2004

Venture Corporation LimitedCompany Registration No. 198402886H

5006 Ang Mo Kio Avenue 5 #05-01/12TECHplace II Singapore 569873

➔➔

venture corporation limited financial...

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