Untitled

Contents 

04 Chairman’s Statement 

14 Board of Directors 

15 Corporate Data 

18 Operations Review 

28 Financial Performance 

32 Group Structure 

33 Financial Review 

1

Our Humble 

2Begin

1975 - Established as Goh Electronics 

Services, a small hobbyist kit 

shop for electronic components 

in People’s Park in Singapore. 

1981 - Incorporated Goh Electronics 

(S) Pte Ltd. 

1985 - Commenced assembly of IBMcompatible 

PCs. 

1986 - Launched own proprietary PC 

brand, Datamini. 

1987 - Started export of Datamini. 

1988 - Renamed as GES (Singapore) 

Pte Ltd. 

1988 - Expanded range of products distributed 

to include other major brands. 

1989 - GES named Hewlett-Packard’s Top 

Country Dealer. 

1990 - GES named Best Regional Dealer 

by Hewlett-Packard. 

nings... 

3

4 

We are pleased to report another 

excellent year for the group. 

For the first time, total revenue for 

the Group passed the billion-dollar 

mark, reaching S$1.24 billion. 

Total Turnover 

(S$mil) 

1,300- 

1,200- 

1,100- 

1,000- 

900- 

800- 

700- 

600- 

500- 

400- 

97 98 99 00 

Turnover increased 52 percent from the last financial year’s S$819.3 million on the 

back of growth across all divisions. Net profit rose 31.5 percent to S$26.7 million. 

Earnings per share improved to 4.8 cents from 4.4 cents, while net tangible assets per 

share rose to 38.0 cents from 24.5 cents. A final dividend of 0.7 Singapore cents a 

share was declared. 

Several fundamental factors contributed to this sterling performance. Chief among 

them were our strong performance in the manufacture of PC and IT products, the bracing 

growth in distribution revenue in Asia Pacific, and the revenue generated by our entry 

into the Chinese market. 

In manufacturing, the two sectors of Original Design And Manufacturing (“ODM”) 

and Original Equipment Manufacturer (“OEM”) of PC and IT products grew substantially 

by 15 percent and 24.9 percent respectively. Distribution saw an outstanding performance 

this financial year, notching a growth of 103.9 percent over the last financial year 

with revenue growth of $318 million. This is largely led by the economic recovery in the 

Asia Pacific region. Revenue from this region, excluding the People’s Republic of China, 

grew 147.1 percent. 

The sole under-performing area is Australia. Revenue fell 23.7 percent to S$87.2 million. 

However, we have responded vigorously, pulling out non-performing products and, as a 

result, broken even at the end of the financial year. With this new structure in place, we are 

set to see renewed growth in this country. 

In all, we are pleased with the Group’s overall growth. 

Chairman’s 

Statement

6 

A Quarter Century of Trailblazing 

PC & Peripherals 

Point of Sales Terminals 

Distribution Products 

Turnover Contribution by 

Product Group 

(S$mil) 

1,300- 

1,200- 

1,100- 

1,000- 

900- 

800- 

700- 

600- 

500- 

400- 

300- 

200- 

100- 

97 

98 

99 

00 

This year marks the 25th anniversary 

of our founding. This important 

milestone in the Group’s history is, 

I think, a fitting time for us to look back 

and reflect on how far we have come. 

Twenty-five years ago, I started Goh 

Electronics Services, a small hobbyist 

kit shop for electronic components 

in People’s Park in Singapore. Ten 

years later we launched our own 

proprietary PC brand, called Datamini.

Singapore 

Asia 

Australia 

Europe 

USA 

Latin America / Others 

Turnover Contribution 

by Region 

(S$mil) 

1,300- 

1,200- 

1,100- 

1,000- 

900- 

800- 

700- 

600- 

500- 

400- 

300- 

200- 

100- 

97 

98 

99 

00 

In 1992, we developed our successful ODM product lines, including Point of Sales (“POS”) 

systems, which now contribute approximately 18 percent to our Group’s revenue. Today we 

have expanded beyond POS systems into other peripheral products. 

In 1995, our reputation was firmly established with our number two standing on Enterprise 

50, a ranking of the 50 most promising local enterprises. 

On 29 August 1997, we became a listed company when GES International Limited (“GIL”) 

was listed on the mainboard of the Australian Stock Exchange. And on 2 February 1999, 

we achieved listing on the mainboard of the Singapore Exchange Securities Trading 

Limited (“SGX-ST”). 

This year, we have been awarded the Technology Achievement Awards by the National 

Science and Technology Board for our R&D excellence, making this the second year in a 

row we have received this honour. 

Today, our corporation spans the Pacific, covering more than 10 countries with offices 

in Singapore, Malaysia, Thailand, Indonesia, Hong Kong, China, Taiwan, India, Vietnam, 

the Philippines, and Australia. 

We operate manufacturing facilities in three countries: Singapore, India and the People’s 

Republic of China. 

Our distribution business, started during the eighties, now covers eight countries with a 

network of 13,000 resellers. 

This network allows us to efficiently market not only our own products but also a wide range 

of key offerings by major brands like Compaq, Epson, Genius, Hewlett-Packard, Hitachi, IBM, 

Intel, Microsoft, Mitsubishi, NEC, Sony, Toshiba, and Viewsonic. 

In the past decade, the Group has enjoyed robust growth in revenue. We are, today, one of 

the leading niche players in the electronics industry in Asia-Pacific. 

And we have not stopped evolving. 

7

8 

Earnings per Share 

(Singapore Cents) 

5.5- 

5.0- 

4.5- 

4.0- 

3.5- 

3.0- 

2.5- 

2.0- 

1.0- 

0.5- 

97 98 99 00 

In May this year, we announced that Digiland 

had received approval in principal from the 

SGX-ST for a listing on the Official List of the 

Main Board of the SGX-ST. Whilst we had 

originally intended to launch the proposed 

initial public offering of Digiland earlier, we 

now expect to list in the last quarter of 2000. 

The proposed listing has been prompted by 

the rapid growth of Digiland. 

With the listing, Digiland would be able to 

raise its own funds to further advance its 

growth potential. These achievements 

underscore the Group’s determination to 

remain a trailblazer in the industry. But more 

importantly, they illustrate just how far the 

Group has evolved since its founding.

A Global e-Corporation 

A Regional Force 

With technological advances and 

globalisation, competition will 

increasingly be international. As we 

move into the next decade, we will 

increasingly evolve to be a more 

vibrant, key player in the region. 

9

10 

To build the Group’s regional capabilities, we will continue to expand our network and 

leverage on our strengths. 

Our strategy in achieving this lies in our philosophy of “Regional Vision; 

Local Implementation”. Our strength is our ability to operate in the diverse multi-cultural 

environments of Asia Pacific. We are able to cross cultural barriers because we operate as an 

Asian firm, respectful of the different cultural environment of each country. 

In January 2000, in a key move to expand our network in North Asia, the Group entered into 

two joint ventures with Shanghai listed “A” share company, Shanghai East China Computer 

Co., Ltd, forming Shanghai ECC-GES Information Technology Co., Ltd (“ECC-GES”) and 

Shanghai ECC-Digiland International Trading Co., Ltd (“ECC-Digiland”). 

The two companies enable the Group to manufacture and distribute PCs and IT products 

across China. ECC-GES will allow us to manufacture right in the territory of one of the 

biggest IT markets in the world, while ECC-Digiland has a current network of 15 distribution 

centres in major cities throughout China, giving us a wide coverage of the country. We are 

also looking into further expanding our coverage through additional distribution centres 

and our B2B network. 

These two companies mark our first ventures into China, and the results thus far have been 

highly creditable. 

ECC-GES, which is 75 percent owned by GES, is currently operating in a rented facility in 

Shanghai, engaged in the manufacture of GES’s proprietary products in China. By late 2001, 

however, ECC-GES will be operating in its own 200,000 sq. ft. factory in Shanghai.

In its first six months of operation, ECC-Digiland generated S$92 million in revenue. 

In view of this performance, we believe there is great opportunity for growth in China. 

The companies also set the framework for the introduction of the Group’s B2B engine 

into China, to eventually establish the capacity and capability to serve the immense 

Chinese market. Starting in September 2000, we will be rolling out our B2B platform 

for distribution in the country, to cover an even wider reach of customers in China. 

In addition, we plan to expand our product lines to include other major brands. 

ECC-GES and ECC-Digiland reflect the Group’s vision of expanding from the traditional 

markets of Singapore, US and Europe to the new, vibrant markets of Asia Pacific. 

They also reflect our shift in emphasis from being a manufacturer of our own brand 

of computers to a leading-edge corporation providing the entire supply chain of 

products and services to the international marketplace. 

11

12 

Powering Up The Future: 

An Empowering Vision 

Looking ahead, GIL will continue to 

be a leading pioneer company into 

the next decade. 

Our award-winning research and 

development team has developed 

wireless radio frequency interfaces 

which will be integrated into all our 

product designs. We will continue 

with our quest to develop or modify 

new technology to bring them to 

market at attractive prices. 

We also intend to expand the reach of our distribution network, and to make e-distribution 

a bigger part of our distribution activity. Our B2B distribution network is expanding rapidly, 

with the platform in place in Singapore, Thailand, Malaysia, Philippines, and Australia. 

We will be completing rollout throughout China by June 2001. 

Our strategic, forward-looking planning has put us on a good footing to create new markets 

and exploit new opportunities. 

Leveraging on the know-how gained from implementing the B2B platform for its parent 

company, Digiland International, Aspiren.com Pte Ltd (“Aspiren.com”), for example, was set 

up to exploit the market for ASP and internet-enabling services. Incorporated in March 2000, 

Aspiren.com is a systems and service company that will be engaged in e-consulting, application 

development and e-commerce integration to enable corporations to engage in e-commerce. 

Together with Infonet System and Services Pte Ltd, our existing e-commerce infrastructure 

consultancy and IT outsourcing firm, these two companies form a system and services arm 

that opens up a third wing for the group. With this third wing, we now offer clients a 

complete supply chain, from manufacture to distribution to systems and services. We have 

grown one step further.

14 

Board of Directors 

From 

LEFT to RIGHT: 

DANIEL YEONG BOU WAI Managing Director 

GOH LIK TUAN Executive Chairman 

TERENCE EDWARD O’ CONNOR Independent Director 

RICHARD JOHN COLLESS Independent Director 

ONG SEOW YONG Independent Director 

LIM TOW CHENG Executive Director

GES International Limited 

ARBN 063 850 448 (Incorporated in Singapore) 

Board of Directors 

Goh Lik Tuan Executive Chairman 

Daniel Yeong Bou Wai Managing Director 

Lim Tow Cheng Executive Director 

Ong seow Yong Independent Director 

Richard John Colless Independent Director 

Terence Edward O’Connor Independent Director 

Company Secretaries 

Sally Phuar Boon Chin 

Tan Siok Chin 

Audit Committee 

Ong Seow Yong Chairman 

Daniel Yeong Bou Wai 

Richard John Colless 

Terence Edward O’Connor 

Auditors 

Arthur Andersen 

Certified Public Accountants 

10 Hoe Chiang Road 

#18-00 Keppel Towers 

Singapore 089315 

Partner-in-charge: Mr Steven Phan Swee Kim 

Registered Office 

28 Marsiling Lane, Singapore 739152 

Tel: (65) 732 9898 Fax: (65) 368 6225 

Principal Bankers 

Deutsche Bank AG, Singapore Branch 

HongKong and Shanghai Banking Corporation Ltd 

Overseas Union Bank Limited 

The Development Bank of Singapore Limited 

Share Registrars & Office 

Lim Associates (Pte) Ltd 

10 Collyer Quay, #19-08 Ocean Building, 

Singapore 049315 

Tel: (65) 536 5355 Fax: (65) 536 1360 

Computershare Registry Services Pty Limited 

Level 12, 565 Bourke Street 

Melbourne, Victoria 3000, Australia 

Tel: (61) 3-9611 5711 Fax: (61) 3-9611 5710 

Stock Exchange Listings 

The Company’s shares are quoted on the Singapore 

Exchange Securities Trading Limited and the Australian 

Stock Exchange. 

Corporate 

Data 

15

a 

16 

ecad

1991 – Received pioneer tax status recognition from the 

Singapore government. 

1992 – Expanded into the manufacture of point-of-sales 

(POS) terminals. 

1993 – Incorporated Digiland Australia. 

1993 – Incorporated Digiland Thailand. 

1994 – Incorporated Digiland Vietnam. 

1995 – Ranked second on Singapore’s Enterprise 50 List, 

a ranking of the 50 most promising locally owned 

firms in Singapore. 

1995 – Incorporated Digiland Indonesia. 

1996 – Consolidated production facilities in the 12,198 sq.m 

corporate headquarters in Marsiling Industrial Estate. 

1997 – Listed on the mainboard of the Australian Stock 

Exchange on 29 August. 

1998 – Incorporated MSI-Digiland in the Philippines. 

1999 – Listed on the mainboard of the Singapore 

Exchange Securities Trading Limited on 2 February. 

February 1999 – Launch of DigilandCommerce.com, 

the online distribution network for resellers. 

February 1999 – Launch of DigilandMall.com, the online 

retail store for consumers. 

February 1999 – GES launched fully integrated e-Commerce 

and Call Centre management services. 

July 1999 – GIL selected as a Straits Times Index stock. 

September 1999 – GIL awarded Technology Achievement 

award by the National Science And Technology Board for 

excellence in research and development. 

January 2000 – Incorporation of ECC- GES, a manufacturing 

joint venture with Shanghai East China Computer Co., Ltd, to 

undertake manufacturing in China. 

January 2000 – Incorporation of ECC-Digiland, a distribution 

joint venture with Shanghai East China Computer Co., Ltd, to 

undertake distribution in China. 

June 2000 – The Group surpassed, for the first time, the 

billion-dollar marker, realising revenue of S$1.24 billion for 

the financial year. 

September 2000 – GIL awarded Technology Achievement 

award by the National Science And Technology Board for 

excellence in research and development. 

eof growth , 

excellence & 

service 

17

18 

Operations 

Review 

The Group’s Manufacturing arm 

continued to post stable growth this 

financial year. 

Manufacturing 

Revenue from ODM grew 15 percent to S$233.9 million. This performance is commendable 

in view of the severe component shortages in the beginning of 2000, which affected our 

revenue and profits. 

Revenue from the PC and IT products division grew by 24.9 percent to S$387.1 million. 

Other OEM products grew by 62.1 percent, contributing to the higher growth of this division. 

Datamini products registered a 10.3 percent growth over that of the previous year. 

In terms of markets, revenue from USA grew by 22 percent, while European sales registered 

a decrease of 10.7 percent, due to the discontinuation of the sale of certain storage products 

to the region.

20 

Manufacturing 

The Group continues to handle channel assembly for major PC brand owners, encompassing 

assembly, sourcing of components, logistics management and distribution. 

Due to our recognised edge in the integrated production of POS terminals – from material 

sourcing and design to manufacturing, product testing, packaging, shipping, storage 

and delivery – the Group continues to win major POS supply contracts with leading players 

in the industry. 

We also continue to improve on our range of PCs, and currently manufacture a full range 

of PCs under the Datamini brand that incorporates multimedia, fax, modem, and 

telephony cards. We have also added to our range of OEM products LCD monitors which 

are marketed under the DMC brand. While our ODM clientele is currently US and 

European-based, we hope to grow and extend our coverage of Asian markets like 

China, Korea and Japan in the future. 

A major stride in this direction is our new manufacturing capability in Shanghai, in the 

form of our joint venture company ECC-GES. Currently located in a rented factory, the Group 

will spend between S$10 million and S$12 million to build a 200,000 sq. ft. factory in 

Shanghai to undertake the manufacture of GIL’s proprietary products in China. This factory 

will be completed by late 2001. 

We will also be exploring the new territory of wireless radio frequency interfaces, developed 

by our R&D team. We will be incorporating these interfaces into our POS and PC products 

as well as into new products that we will be bringing to the market. 

Looking ahead, we will continue to develop new technology and bring them to market 

at attractive prices. We intend to expand our ODM capability and enter the ODM market 

in Asia Pacific.

Our goal is to eventually provide 

more value to our customers through 

more valued-added services, both 

upstream and downstream, such as 

offering designing help to contract 

manufacturing customers. 

21

22 

Our distribution arm, Digiland, comprises 

a group of eight companies engaged in 

the sales, marketing and distribution of 

products spanning the customer’s valuechain. 

We represent most of the major 

brands of PCs and IT products in the Asia 

Pacific Region. 

Distribution 

Distribution soared this year with revenue from Asia Pacific – excluding China – leaping 

147.1% over that in the previous year. This is mainly on the back of the economic recovery 

in the Asia Pacific region, which saw extensive pent-up demand coming back to the market. 

In addition, the increasing move toward e-commerce brought forth the emergence of 

new markets in the region. 

With the ratio of PC per capita in this region rising, most Asia-Pacific countries with the 

exception of Australia posted significant growth this financial year. 

The dazzling performance in distribution this financial year is due in part to the IBM 

Technology Group Strategic Partnership Agreement, which awarded us a wider range of 

new distribution products. Going forward, we expect to add more IBM products to the 

range we presently distribute.

Dynamism 

into the 

24 fut

“Providing Total 

IT Solutions into the 

e-Millennium...” 

Innovation will be the fundamental characteristic 

for growth in this millennium and success will 

be dependent on the ability to embrace the 

technological evolutions. 

This paradigm will fuel the engine of growth, 

cultivate opportunities and see the convergence 

of revolution and evolution in the global market 

place in terms of products and services. 

ure... 

25

26 

In the last financial year, we became 

one of the first wholesale distributors 

in Asia Pacific to offer a regional online 

distribution network with: 

www.DigilandCommerce.com, 

which enables our reseller customers 

to place orders 24 hours a day through 

the Internet. Our B2B covers Singapore, 

Australia, Malaysia, Thailand and the 

Philippines.

Rollout in China is currently in progress and is expected to be completed by June 2001. 

By 2002, we intend to extend this online distribution network to the other countries in the 

Asia-Pacific region where we currently operate. 

e-Services 

This financial year also saw a substantial augmentation of our systems and services division 

with the launch of Aspiren.com. 

Launched in March 2000, Aspiren.com offers e-commerce solutions that include analysis of 

an e-commerce initiative, design and deployment of websites and its integration with ERP 

software programmes, as well as training and support services. Leveraging on its experience 

in the successful rollout of its parent company, Digiland International’s B2B platform, 

Aspiren.com is now looking into duplicating its success with other B2B ventures. 

We operate our information technology, communications and e-commerce solution 

services business through both Aspiren.com and our other wholly owned subsidiary Infonet 

System and Services Pte Ltd. Infonet offers information technology and communication 

solutions and services, including systems configuration, integration, management and 

maintenance for a variety of software and hardware products as well as consultancy and 

turnkey project management. 

Together, Aspiren.com and Infonet now form the Group’s third wing, enabling us to add 

systems and services to our customers’ supply chain. 

In this new third wing, the challenge for us is finding the right talents - key to this field – as 

well as maintaining our edge in technology. While the market hold tremendous possibilities, 

it will become highly competitive as it matures. 

27

28 

Financial Performance 

Total Assets = Total Liabilities + 

Shareholders’ Equity 

During the financial year ended 30 June 2000, total assets within 

the Group increased from S$348.0 million to S$481.5 million, 

representing a growth of S$133.5million or 38.4 percent. 

This increase was partly funded by the issue of 41,000,000 

ordinary shares of S$0.20 each, raising S$74.6 million and the 

balance, by short term bank borrowings. Total liabilities 

represent 1.1 times shareholders’ equity compared to 1.6 times 

for the financial year ended 30 June 1999. 

Shareholders’ Fund 

Shareholders’ funds increased to S$222.4 million compared to 

S$129.5 million as at 30 June 1999. The increase is mainly 

attributable to the issue of 41,000,000 ordinary shares of 

S$0.20 each, raising S$74.6 million on 14 July 1999 and 

increase in revenue reserves. 

Total Liabilities 

Shareholders’ Equity 

(S$mil) 

500- 

450- 

400- 

350- 

300- 

250- 

200- 

150- 

100- 

50- 

(S$mil) 

240- 

220- 

200- 

180- 

160- 

140- 

120- 

100- 

80- 

60- 

97 

98 

99 

00 

97 98 99 00

(S$mil) 

45- 

40- 

35- 

30- 

25- 

20- 

15- 

10- 

(S$mil) 

30- 

25- 

20- 

15- 

10- 

5- 

97 98 99 00 

97 98 99 00 

Earnings before Interest, Tax, Depreciation & 

Amortisation (EBITDA) 

The Group’s EBITDA grew from S$32.4 million in 1999 to 

S$44.4 million in the financial year ended 30 June 2000, 

an increase of 37.0 percent. This was a reflection of the strong 

revenue growth posted by the core business divisions of the 

Group during the year. 

Profit Attributable to Members of the Company 

The Group’s profit attributable to members increased 31.5 percent 

or S$6.4 million to S$26.6 million. Group revenue grew by 

52.0 percent. All core business division of the Group posted 

strong growth. The ODM and OEM division posted growth of 

15.0 percent and 24.9 percent respectively. On the back of 

economic recovery, most of the Asia Pacific countries in 

which the Group operates posted exceptional growth. 

Excluding the People’s Republic of China, sales in the rest of 

Asia grew by 147.1 percent. Our six months old operation 

in the PRC, ECC-Digiland, contributed S$92.0 million to the 

Group’s revenue. Revenue from Australia fell by 23.7 percent 

to S$87.1 million as a result of its discontinuing the sales 

of certain OEM PCs. 

29

30 

Net Tangible Assets (“NTA”) 

The S$74.6 million raised through the placement of 41.0 million 

shares in July 1999, together with retained earnings raised the 

Group’s NTA from S$120.7 million to S$209.7 million. 

OEM, PCs and IT Products 

The OEM PCs and IT products division grew by 24.9 percent 

over that of the previous financial year to S$387.1 million. 

OEM – PC refers to the channel assembly of PCs, LCD PCs and 

notebooks for major brand owners. This business grew by 

62.1 percent. During the financial year ended 30 June 2000. 

Other PCs and IT products, comprising our proprietary products, 

grew by 10.3 percent. This division contributes 31.1 percent to 

the Group’s consolidated revenue. 

ODM Manufacturing 

Despite shortages in certain components, which affected both 

revenue and profits, revenue from the ODM division grew 

by 15.0 percent from S$203.5 million to S$233.9 million. 

Currently, most ODM products are exported to Europe and 

the USA. Going forward, the Group intends to expand its 

market focus for ODM products to new markets in the Asia 

Pacific region. 

In addition to our Point of Sales System, we have also developed 

the technology platform for radio frequency wireless 

communication. We intend to apply this technology to all our 

existing and new products. 

(S$mil) 

220- 

200- 

180- 

160- 

140- 

120- 

100- 

80- 

60- 

40- 

(S$mil) 

400- 

350- 

300- 

250- 

200- 

150- 

97 

97 

(S$mil) 

250- 

200- 

150- 

100- 

50- 

98 

98 

99 

99 

00 

00 

97 98 99 00

(S$mil) 

650- 

600- 

550- 

500- 

450- 

400- 

350- 

300- 

250- 

200- 

150- 

100- 

(Days) 

60- 

50- 

40- 

30- 

20- 

10- 

(Days) 

70- 

60- 

50- 

40- 

30- 

20- 

97 98 

97 

99 

00 

98 99 00 

97 98 99 00 

Distribution Business 

The Group’s distribution business posted spectacular growth of 103.9 percent 

in the financial year ended 30 June 2000 to S$623.5 million. In its first six 

months of operation, ECC-Digiland contributed S$92.0 million to our revenue. 

In Singapore revenue grew by 8.7 percent to S$292.3 million. Sales in the 

rest of the Asia Pacific outgrew that of the countries mentioned above. 

With most of Asia in the midst of economic recovery, revenue from this region 

grew by 147.1 percent from S$210.0 million to S$519.0 million. 

The Group will continue to focus its expansion efforts on North Asia and the 

People’s Republic of China (the “PRC”). The financial year ended 30 June 2001 

will see the Group roll out its B2B platform in the PRC. Our B2B engine 

is already operational in Singapore, Malaysia, Thailand, Australia and the 

Philippines. We now see approximately 44.0 percent of our Group’s 

distribution business being conducted through the Web. 

Debtors Turnover 

Debtors turnover as at 30 June 2000 was approximately 51 days. This is 

an improvement over the 55 days as of 30 June 1999. The improvement 

in debtor turnover days can be attributed to the improving economic climate 

of in region. 

Inventory Turnover Days 

Inventory days as at 30 June 2000 was approximately 53 days compared to 

52 days as at the last financial year end. 

31

32 

Group 

Structure

Financial Review 

34 Statement of Corporate 

Governance Practices 

36 Auditors’ Report to the Members of 


37 Directors’ Report 

44 Balance Sheets 

46 Statements of Profit and Loss 

47 Consolidated Statement 

of Cash Flows 

48 Notes to the Financial Statements 

74 Statement by Directors 

75 Statistics of Shareholdings 

76 Notice of Annual General Meeting 

79 Proxy Form 

81 Chairman’s Statement in Chinese 

33

34 

Statement of Corporate Governance Practices 

The Board of Directors of GIL is committed to maintaining a high standard of corporate governance to protect the interest of its 

shareholders as well as to strengthen investors’ confidence in its management and financial reporting. GIL will continue to observe 

the Best Practices Guide recommended by the Singapore Exchange Securities Trading Limited (the “SGX-ST”). In addition the Board 

has adopted the following self-regulatory and monitoring mechanisms as part of its corporate governance system: 

GIL BOARD 

The Board of directors comprises six directors, three of whom hold executive positions and the other three are independent directors. 

The Executive Chairman, Mr. Goh Lik Tuan, and Managing Director, Mr. Daniel Yeong Bou Wai, together with Mr. Lim Tow Cheng 

completes the team of executive directors. The three independent directors are Mr. Ong Seow Yong, Mr Richard Colless and 

Mr. Terrence O’Connor. 

The Board supervises the management and corporate affairs of the Group. Apart from fulfilling its statutory responsibilities, the Board 

also reviews the Group’s financial performance, governs the Group’s strategic directions and approves operational initiatives. 

The Board meets regularly and during the financial year ended 30 June 2000, 7 board meetings were convened. The Board also 

reviews the compensation arrangement of the Executive Chairman and the Managing Director. These review functions are performed 

through the audit committee, the Executive Committee and the Remuneration review panel. 

AUDIT COMMITTEE 

The Audit Committee comprises of four members, the majority of whom, including the Chairman, are independent directors. 

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

Mr. Ong Seow Yong - Chairman – Independent Director 

Mr. Daniel Yeong Bou Wai - Managing Director 

Mr. Richard Colless - Independent Director 

Mr. Terrence O’Connor - Independent Director 

The Audit committee has full access to and co-operation by the management. Arthur Andersen, the external auditors have unrestricted 

access to the Audit Committee. Besides holding at least two regular meetings once a year, the Audit Committee also meets as and 

when necessary. The Audit Committee carries out the following functions: 

• Review the financial accounts of the Company, the consolidate financial statements of the Group before submission to the Board 

of Directors for final approval and the auditor’s report on those financial statements; 

• Review the audit plans of the Company’s external auditors, Arthur Andersen. Review Arthur Andersen’s management letters and 

the response from the management; 

• Review interested party transactions; 

• Review with external auditors, their findings on their evaluation of the company systems of internal control; 

• Nominate external auditors for appointment or reappointment.

Statement of Corporate Governance Practices (Continued) 

EXECUTIVE COMMITTEE 

The Executive Committee comprises the Executive Chairman, the Managing Director and Mr. Lim Tow Cheng. The Committee is 

delegated with the authority and the responsibility of the day to day operational management of the Company and all its subsidiaries 

as well as the formulation of the Company’s financial and operational policies. All other management authorities not specifically 

assigned to the Board of Directors or other Committees of Directors by law or by the Company’s Memorandum and Articles of 

Association are exercisable by the Executive Committee. 

SECURITIES TRANSACTION 

The Company has adopted an internal Code of Conduct on Dealing in Securities. The code was modeled along Best Practices Guide 

in the Listing Manual and all officers from senior management level and beyond are prohibited from dealing in the Company’s 

securities during the “Close Periods”. 

YEAR 2000 

In the 1999 annual report, the Statement of Corporate Governance Practices reported on the readiness of the Group’s information 

systems for the year 2000. At the time of that report, the Directors believed that the risk of serious business interruption was low and 

manageable. Some risk remained at that time due to the inability of numerous suppliers to provide assurance as to their year 2000 

readiness. The outcome of the progression into 2000 was ultimately of no consequence. All information and other computerised 

systems performed without interruption, and no disruption occurred in the supply of goods and services between the Group and its 

trading partners. 

35

36 

Auditors’ Report to the Members of 


We have audited the financial statements of the Company and the consolidated financial statements of the Group set out on pages 

44 to 73. These financial statements comprise the balance sheets of the Company and the Group as at 30 June 2000, the statements 

of profit and loss of the Company and the Group and the statement of cash flows of the Group for the year then ended. These 

financial statements are the responsibility of the Company’s directors. Our responsibility is to express an opinion on these financial 

statements based on our audit. 

We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform the 

audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 

examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 

assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall financial 

statement presentation. We believe that our audit provides a reasonable basis for our opinion. 

In our opinion: 

(a) the accompanying financial statements and consolidated financial statements are properly drawn up in accordance with the 

provisions of the Companies Act and Statements of Accounting Standard in Singapore and so as to give a true and fair view of: 

(i) the state of affairs of the Company and of the Group as at 30 June 2000 and of the results of the Company and of the Group 

and cash flows of the Group for the year then ended; and 

(ii) the other matters required by Section 201 of the Act to be dealt with in the financial statements and consolidated 

financial statements; 

(b) the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries incorporated 

in Singapore have been properly kept in accordance with the provisions of the Act. 

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

financial statements of subsidiaries which are not required to present audited financial statements under the laws of their respective 

countries of incorporation, being financial statements included in the consolidated financial statements. The names of these subsidiaries 

are stated in Note 9 to the financial statements. 

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the 

Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements 

and we have received satisfactory information and explanations as required by us for those purposes. 

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and in respect of the 

subsidiaries incorporated in Singapore, did not include any comment made under Section 207(3) of the Act. 

Arthur Andersen 

Certified Public Accountants 

Singapore 

23 September 2000

Directors’ Report 30 JUNE 2000 

(Currency - Singapore dollars unless otherwise stated) 

The directors are pleased to present their report to the members together with the audited financial statements of the Company and 

of the Group for the financial year ended 30 June 2000. 

DIRECTORS 

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

Goh Lik Tuan 

Yeong Bou Wai 

Lim Tow Cheng 

Ong Seow Yong 



PRINCIPAL ACTIVITIES 

The Company, incorporated in Singapore, is listed on the Australian Stock Exchange and Singapore Exchange Securities Trading 

Limited. 

The principal activity of the Company is that of investment holding. Details of the principal activities of its subsidiaries are disclosed 

in Note 9 to the financial statements. 

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

RESULTS FOR THE FINANCIAL YEAR 

Group Company 

$’000 $’000 

Profit after taxation 27,883 7,021 

Minority interests (1,220) - 

Profit after taxation but before extraordinary items 26,663 7,021 

Extraordinary items - 599 

Profit attributable to Members of the Company 26,663 7,620 

Dividends (6,626) (6,626) 

20,037 994 

Accumulated profits (losses) brought forward 15,822 (2,345) 

Accumulated profits (losses) carried forward 35,859 (1,351) 

37

38 

Directors’ Report (Continued) 

TRANSFERS TO OR FROM RESERVES OR PROVISIONS 

Material transfers to (from) reserves during the financial year were as follows: 

Share premium 

Group Company 

$’000 $’000 

Premium arising on issue of shares 66,420 66,420 

Write off of expenses incurred in relation to the new issue of shares 

Translation reserve 

(1,425) (1,425) 

Exchange difference arising on consolidation (352) - 

Apart from the movement in reserves noted above and the transfer of undistributed profits for the financial year to reserves referred 

to in the preceding paragraph, there have been no other material transfers to or from reserves during the financial year. 

There were no material transfers to or from provisions during the financial year except for normal amounts set aside for such items as 

depreciation of fixed assets, provisions for stock obsolescence, doubtful debts, diminution in value of investment property and 

taxation as disclosed in the accompanying financial statements. 

ACQUISITION AND DISPOSAL OF SUBSIDIARIES 

The Company 

As part of the Group’s rationalisation of its operations, the Company disposed 100% interest in Infonet Systems and Services Pte Ltd 

to its wholly-owned subsidiary, Digiland.com International Pte Limited (formerly known as Digiland International Pte Ltd) for an 

amount of $599,042 which represents the net assets disposed. 

Subsidiaries 

During the financial year, the following equity interests were acquired by its subsidiaries: 

Country of Consideration/net 

incorporation and Effective equity assets acquired 

Name of Subsidiaries 

Held by GES (Singapore) Pte Ltd 

place of business interest acquired 

% 

(liabilities assumed) 

Digiland Taiwan Co., Ltd Taiwan, Republic of China 40 $211,551/ 

$235,771 

Digiland Pty Ltd Australia 11.11 $1/($131,331) 

Digiland (Thailand) Co., Ltd. 

Held by Digiland.com 

International Pte Limited 

(formerly known as Digiland 

International Pte Ltd) 

Thailand 53 $2,560,992/ 

($321,437) 

Trans Europe Computer Limited Hong Kong 51.86 $1,219,801/ 

$567,836


ACQUISITION AND DISPOSAL OF SUBSIDIARIES (Continued) 

During the financial year, the subsidiaries were transferred within the Group: 

Country of Effective Net tangible 

incorporation and equity interest assets/ (liabilities) 

Name of subsidiaries 

From GES (Singapore) 

Pte Ltd to Digiland.com 




place of business transferred 

% 

transferred Consideration 

Digiland Distribution 

(M) Sdn. Bhd. 

Malaysia 100 ($462,218) $1 

Digiland Pty Ltd Australia 100 ($1,182,099) $1 

MSI Digiland (Phils.), Inc. The Philippines 51 $1,623,718 $1,623,718 

Digiland (Thailand) Co., Ltd. 

From Digiland.com 



International Pte Ltd) to GES 

(Singapore) Pte Ltd 

Thailand 100 $1,016,446 $1,016,446 

Trans Europe Computer Limited Hong Kong 51.86 $1,750,532 $1,219,801 

The following subsidiaries were incorporated during the financial year: 

Country of 

incorporation and Effective 

Name of subsidiaries 

Held by GES (Singapore) 

Pte Ltd 

place of business Principal activities shareholdings 

% 

Shanghai ECC-GES The People’s Manufacturing and sale of computers, 75 

Information Technology 

Co., Ltd. 





Republic of China computer peripherals and accessories 

Shanghai ECC-Digiland The People’s Trading of computers and related 52.5 

International Trading Co., Ltd. Republic of China accessories 

DigilandMall.com Pte Ltd Singapore Internet-retailing of computers 

and related accessories 

100 

Aspiren.com Pte Ltd Singapore Provision of e-business solutions 100 

39

40 


ISSUE OF SHARES AND DEBENTURES 

The Company 

On 14 July 1999, the Company entered into an agreement for the private placement of 41,000,000 ordinary shares of $0.20 each at 

the price of $1.82 per share. Subsequent to the placement exercise, the issued capital of the Company increased from $102,238,272 

comprising 511,191,361 ordinary shares of $0.20 each to $110,438,272 comprising 552,191,361 ordinary shares of $0.20 each. 

The subsidiaries 

During the financial year, shares issued by its subsidiaries were as follows: 

Name of subsidiaries Shares issued and consideration Purpose 

Digiland.com International Pte 5,000,000 ordinary shares of $1 each at par To capitalise amount due to its 

Limited (formerly known as via the capitalisation of an amount of holding company and 

Digiland International Pte Ltd) $3,500,000 due to its holding company and 

via the capitalisation of an amount of 

1,500,000 of accumulated profits 

accumulated profits 

470,000 ordinary shares of $1 each at $1.07 

per share for cash 

To provide additional working capital 

Digiland Pty Ltd 10,000,000 ordinary shares of A$1 each via To capitalise trade balance due 

the capitalisation of a trade balance due to 

Digiland.com International Pte Limited 

(formerly known as Digiland International 

Pte Ltd) of A$10,000,000 

to its holding company 

Shanghai ECC-GES Information 

Technology Co., Ltd. 

Paid up capital of US$4,000,000 for cash To incorporate the subsidiary 

Shanghai ECC-Digiland 

International Trading Co., Ltd. 

Paid up capital of US$5,000,000 for cash To incorporate the subsidiary 

DigilandMall.com Pte Ltd 2 ordinary shares of $1 each at par for cash To incorporate the subsidiary 

Trans Europe Computer Limited 4,500,000 ordinary shares of HK$1 each at 

par for cash 

To provide additional working capital 

Aspiren.com Pte Ltd 2 ordinary shares of $1 each at par for cash To incorporate the subsidiary 

No debentures were issued by any company in the Group. 

ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES OR DEBENTURES 

During the financial year ended 30 June 2000, and on that date, the Company was not a party to any arrangement whose object was 

to enable the directors to acquire benefits through the acquisition of shares in or debentures of the Company or any other body 

corporate.


DIRECTORS’ INTEREST IN SHARES AND DEBENTURES 

According to the Register of Directors’ Shareholdings, the interests of the directors holding office at the end of the financial year in 

the share capital of the Company and related corporations were as follows: 

Shareholdings registered Shareholdings in which the directors 

in the name of directors are deemed to have an interest 

1 July 1999 30 June 2000 21 July 2000 1 July 1999 30 June 2000 21 July 2000 


Ordinary shares of $0.20 each 

Goh Lik Tuan 106,701,104 96,701,104 96,701,104 108,818,706 108,818,706 108,818,706 

Yeong Bou Wai 11,304,296 11,304,296 10,653,296 - - - 

Lim Tow Cheng - - - 50,000 50,000 50,000 

Ong Seow Yong 1,230,000 - - - 2,362,000 2,362,000 

Richard John Colless - - - 1,500,000 1,500,000 1,500,000 

Terence Edward O’Connor 400,000 400,000 400,000 - - - 

By virtue of Section 7 of the Companies Act, Cap. 50, Messr. Goh Lik Tuan is deemed to have an interest in the shares held by the 

Company in all its subsidiaries. 

DIRECTORS’ CONTRACTUAL BENEFITS 

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than as disclosed 

as directors’ remuneration and fees in the accompanying financial statements and except for emoluments received/receivable from 

related corporations) by reason of a contract made by the Company or a related corporation with the director or with a firm of which 

he is a member or with a company in which he has a substantial financial interest. 

DIVIDENDS 

Dividends proposed and/or paid since the end of the previous financial year were as follows: 

$’000 

A final dividend of $0.006 per share*, out of tax-exempt profits in respect of the financial year ended 

30 June 1999 and included in the Directors’ Report of that year 3,320 

An interim dividend of $0.005 per share, out of tax-exempt profits, proposed by a Directors’ Resolution 

and paid during the financial year 2,761 

A final dividend of $0.007 per share, out of tax-exempt profits, proposed by directors and subject to 

shareholders’ approval at the Annual General Meeting of the Company 3,865 

* The 41,000,000 new ordinary shares issued on 14 July 1999 were entitled to participate in the proposed final dividends as noted 

in the placement document dated 6 July 1999. 

41

42 


BAD AND DOUBTFUL DEBTS 

Prior to the preparation of the financial statements, the directors took reasonable steps to ensure that proper action had been taken 

in relation to writing off bad debts and providing for doubtful debts of the Company, and satisfied themselves that no debts of the 

Company need to be written off as bad and that no provision for doubtful debts was required. 

At the date of this report, the directors are not aware of any circumstances which would render the amounts of bad debts written off 

or the amount of provision for doubtful debts in the consolidated financial statements inadequate to any substantial extent. 

CURRENT ASSETS 

Prior to the preparation of the financial statements, the directors took reasonable steps to ensure that any current assets of the 

Company which were unlikely to realise their book values in the ordinary course of the business had been written down to their 

estimated realisable values or that adequate provision had been made for the diminution in values of such current assets. 

At the date of this report, the directors are not aware of any circumstances which would render the values attributed to current assets 

in the consolidated financial statements misleading. 

CHARGES AND CONTINGENT LIABILITIES 

At the date of this report, no charge on the assets of the Company or any corporation in the Group has arisen which secures the 

liabilities of any other person and no contingent liability has arisen since the end of the financial year. 

ABILITY TO MEET OBLIGATIONS 

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

enforceable, within the period of twelve months after the end of the financial year which will or may affect the ability of the Company 

and the Group to meet their obligations as and when they fall due. 

OTHER CIRCUMSTANCES AFFECTING FINANCIAL STATEMENTS 

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

statements of the Company and the Group which would render any amount stated in the financial statements and consolidated 

financial statements misleading. 

MATERIAL AND UNUSUAL TRANSACTIONS 

In the opinion of the directors, the results of the operations of the Company and of the Group for the financial year ended 30 June 

2000 have not been substantially affected by any item, transaction or event of a material and unusual nature, except as disclosed in 

Note 33 to the financial statements. 

MATERIAL AND UNUSUAL TRANSACTIONS AFTER THE FINANCIAL YEAR 

In the opinion of the directors, in the interval between the end of the financial year and the date of this report, no item, transaction 

or event of a material and unusual nature, likely to affect substantially the results of the operations of the Company and of the Group 

for the financial year in which this report is made, has arisen.


SHARE OPTIONS 

The Company 

During the financial year, there were no options granted by the Company to any person to take up unissued shares in the Company. 

Subsidiary 

On 15 October 1999, a share option scheme was approved by the shareholders of Trans Europe Computer Limited (“Trans Europe”), 

under which the directors of Trans Europe may, at their discretion, invite shareholders and senior executives of the group, including 

executive directors, to take up options to subscribe for shares in Trans Europe subject to the terms and conditions stipulated therein. 

On 15 October 1999, pursuant to the above share option scheme, a corporate shareholder, a director and some senior executives of 

Trans Europe, were granted options to subscribe for a total of 13,000,000 ordinary shares of HK$1 each in Trans Europe. The 

subscription price will be at HK$1 each. The above shareholder, director and senior executives have not exercised any of their options 

during the period from the date of grant to 30 June 2000. The subscription rights under the options are valid for the period from 15 

October 1999 to 30 June 2001. 

The options under the above share option scheme do not entitle the holders to participate in any share issue of any other corporation 

by virtue of the option. 

AUDIT COMMITTEE 

The members of the Audit Committee are: 

Ong Seow Yong, Chairman 

Yeong Bou Wai 



The Audit Committee carried out its functions in accordance with the Companies Act, Cap. 50. In performing those functions, the 

Audit Committee inter alia reviewed: 

(a) the audit plan of the Company’s auditors and their evaluation of the system of internal accounting controls arising from their 

audit; and 

(b) the financial statements of the Company and the consolidated financial statements of the Group for the financial year ended 30 

June 2000 before their submission to the Board of Directors and the auditors’ report on those financial statements. 

The Audit Committee met on 1 March 2000 and 4 September 2000. 

The Audit Committee has nominated Arthur Andersen for re-appointment by shareholders as auditors at the next Annual General 

Meeting. 

AUDITORS 

Arthur Andersen have expressed their willingness to accept re-appointment. 

ON BEHALF OF THE BOARD OF DIRECTORS 

GOH LIK TUAN YEONG BOU WAI 

Singapore 

23 September 2000 

43

44 

Balance Sheets As At 30 JUNE 2000 

(Currency - Singapore dollars) 

Note Group Company 

2000 1999 2000 1999 

$’000 $’000 $’000 $’000 

Share capital and reserves 

Share capital 3 110,438 102,238 110,438 102,238 

Share premium 4 76,619 11,624 76,619 11,624 

Capital reserve 5 58 - - - 

Accumulated profits (losses) 6 35,859 15,822 (1,351) (2,345) 

Translation reserve 7 (552) (200) - - 

222,422 129,484 185,706 111,517 

Minority interests 10,973 3,788 - - 

Represented by: 

233,395 133,272 185,706 111,517 

Fixed assets 8 51,226 47,898 - - 

Investments in subsidiaries 9 - - 60,500 57,000 

Investments in associated companies 10 1,958 290 - - 

Other investments 11 185 185 - - 

Investment property 12 488 1,024 - - 

Goodwill 13 11,110 8,293 - - 

Pre-operating expenses 14 160 474 - - 

Deferred expenditure 15 1,448 - - - 

Current assets 

Stocks 16 169,501 120,294 - - 

Trade debtors 17 171,842 131,849 - - 

Other debtors, deposits and prepayments 18 13,543 8,182 15 15 

Dividends receivable - - 11,919 10,000 

Due from subsidiaries (non-trade) 19 - - 117,436 49,819 

Due from an associated company (non-trade) 19 19 - - - 

Due from associated companies (trade) 20 7,483 3,844 - - 

Due from affiliated companies (trade) 21 12,963 13,574 - - 

Short-term investment 22 - 1,690 - - 

Fixed deposits 23 25,473 2,090 - - 

Cash and bank balances 14,115 8,323 387 316 

414,939 289,846 129,757 60,150

Balance Sheets (Continued) 


2000 1999 2000 1999 

$’000 $’000 $’000 $’000 

Less: 

Current liabilities 

Trade creditors 24 104,784 78,737 - - 

Bills payable 25 91,647 102,329 - - 

Other creditors and accruals 26 12,224 12,790 626 448 

Due to subsidiaries (non-trade) 19 - - - 1,800 

Due to an associated company (non-trade) 19 80 - - - 

Due to an affiliated company (non-trade) 19 600 300 - - 

Due to directors 2 - - - 

Provision for taxation 2,140 1,004 60 65 

Proposed dividends 3,865 3,320 3,865 3,320 

Long-term bank loans, current 25 1,255 1,010 - - 

Hire purchase/finance lease liabilities, current 27 650 285 - - 

Short-term bank loans 28 17,398 - - - 

Bank overdrafts (secured) 25 7,282 8,503 - - 

241,927 208,278 4,551 5,633 

Net current assets 

Less: 

Non-current liabilities 

173,012 81,568 125,206 54,517 

Long-term bank loans, non-current 

Hire purchase/finance lease liabilities, 

25 3,711 4,633 - - 

non-current 27 1,388 892 - - 

Deferred taxation 29 1,093 935 - - 

The accompanying notes are an integral part of the financial statements. 

233,395 133,272 185,706 111,517 

45

46 

Statements of Profit and Loss For The Year Ended 30 JUNE 2000 



2000 1999 2000 1999 

$’000 $’000 $’000 $’000 

Turnover 30 1,244,556 819,261 8,000 10,056 

Operating profit 31 30,161 21,720 7,022 9,776 

Share of losses of associated companies (216) (583) - - 

Profit before taxation 29,945 21,137 7,022 9,776 

Taxation 32 (2,062) (655) (1) (2) 

Profit after taxation 27,883 20,482 7,021 9,774 

Minority interests 

Profit after taxation but before 

(1,220) (212) - - 

extraordinary items 26,663 20,270 7,021 9,774 

Extraordinary items 

Profit attributable to Members of 

33 - - 599 - 

the Company 6 26,663 20,270 7,620 9,774 

Earnings per share (cents) 

- based on weighted average basis 34 4.84 4.48 

- based on fully diluted basis 34 4.84 4.48 

The accompanying notes are an integral part of the financial statements.

Consolidated Statement of Cash Flows For The Year Ended 30 JUNE 2000 


2000 1999 

$’000 $’000 

Cash flows used in operating activities 

Receipts from customers 1,214,444 771,196 

Payments to suppliers and employees (1,253,329) (774,741) 

Interest paid (5,716) (4,908) 

Income tax paid (816) (332) 

Interest income 378 534 

Net operating cash outflows (45,039) (8,251) 

Cash flows used in investing activities 

Acquisition of subsidiaries, net of cash acquired (Note A) (4,930) - 

Payments for property, plant and equipment (10,929) (9,799) 

Proceeds from sale of property, plant and equipment 1,387 1,171 

Payments for investment in an associated company (1,380) - 

Payments for other investments - (1,690) 

Proceeds from sale of investment property 362 - 

Proceeds from sale of short-term investment 1,644 - 

Payment of shares for incorporation or purchase of shares in subsidiaries (212) (153) 

Net investing cash outflows (14,058) (10,471) 

Cash flows from financing activities 

Proceeds from issue of shares 73,196 22,978 

Proceeds from (repayment of) borrowings 16,246 (3,122) 

Principal repayment of loans (1,010) - 

Principal repayment of hire purchase liabilities (927) (678) 

Proceeds from hire purchase liabilities 1,692 317 

Payment of dividends (6,081) (5,056) 

Contributions from minority shareholders 6,377 - 

Net financing cash inflows 89,493 14,439 

Net increase (decrease) in cash and cash equivalents 30,396 (4,283) 

Cash and cash equivalents at beginning of year 1,910 6,193 

Cash and cash equivalents at end of year (Note 35) 32,306 1,910 

A. ANALYSIS OF ACQUISITION OF SUBSIDIARIES 

2000 1999 

$’000 $’000 

Fixed assets 1,047 - 

Net current liabilities (1,517) - 

Deferred taxation (18) - 

Minority interests 527 - 

Goodwill 3,742 - 

Total purchase price 3,781 - 

Less: Net bank overdraft of subsidiaries acquired 1,149 - 

Cash outflow from acquisition, net of cash acquired 4,930 - 

The accompanying notes are an integral part of the financial statements. 

47

48 

Notes to the Financial Statements 30 June 2000 

(Currency - Singapore dollars unless otherwise stated) 

The following notes are an integral part of and should be read in conjunction with the accompanying financial statements. 

1. THE COMPANY, ITS SUBSIDIARIES AND THEIR PRINCIPAL ACTIVITIES 

The Company, incorporated in Singapore, is listed on the Australian Stock Exchange and Singapore Exchange Securities 

Trading Limited. 

The principal activity of the Company is that of investment holding. Details of the principal activities of its subsidiaries are 

disclosed in Note 9 to the financial statements. 

2. SIGNIFICANT ACCOUNTING POLICIES 

Basis of accounting 

The financial statements, expressed in Singapore dollars, are prepared in accordance with the historical cost convention, modified 

by revaluation of buildings and leasehold land and buildings and Statements of Accounting Standard in Singapore. 

Income recognition 

The Group 

(i) Income from sale of goods is recognised upon delivery of goods and acceptance of goods by customers. 

(ii) Income and profit from provision of e-business solutions/services are recognised on an individual contract basis using 

the percentage of completion method, when the stage of contract completion can be reliably determined, costs to date 

can be clearly identified, and the total contract revenue to be received and costs to complete can be reliably estimated. 

The percentage of completion is measured by the proportion that costs incurred for work performed to date bears to 

estimated total contract costs. 

Where it is probable that a loss will arise from a contract, the excess of total estimated costs over expected income is 

expensed off to the statement of profit and loss. 

During the financial year, there were no e-business solutions/services rendered. 

The Company 

Dividend income is recorded gross on the date it is declared payable by investee company. 

Basis of consolidation 

The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to the end 

of the financial year. The results of subsidiaries acquired, under liquidation or disposed off during the year are included in or 

excluded from the consolidated financial statements with effect from the respective dates of their acquisition or disposal, as 

applicable. All significant intercompany transactions and balances have been eliminated on consolidation. There are no significant 

intercompany transactions and balances for those subsidiaries that are not consolidated with the Group financial statements.

Notes to the Financial Statements (Continued) 

2. SIGNIFICANT ACCOUNTING POLICIES (Continued) 

Goodwill on consolidation/reserves on consolidation 

The difference between the cost of acquisition and the fair value of net assets acquired represents goodwill or reserves on 

consolidation. Goodwill on consolidation is amortised on a straight-line basis over 20 years through the profit and loss account 

from the date of acquisition. Reserves arising on consolidation is amortised over 20 years through the profit and loss account 

and is net off against goodwill on consolidation. 

During the financial year, the subsidiary changed the amortisation periods of goodwill and reserves on consolidation from 5 to 

20 years to be in line with the Company’s amortisation policy. The effect of the change in estimates on current year’s statement 

of profit and loss is to increase the profit for the year by approximately $571,000. 

Purchased goodwill 

Purchased goodwill represents the excess of cost of acquisition of business over the fair value of net assets acquired. Purchased 

goodwill is amortised over a period of 20 years, during which the benefits are expected to arise. The unamortised balance of 

goodwill is reviewed at each balance sheet date and charged to the statement of profit and loss to the extent that applicable 

future benefits are no longer probable. 

Investments in subsidiaries 

Investments in subsidiaries are stated in the financial statements of the Company at cost. Provision is made where there is a 

decline in value that is other than temporary. 

Investments in associated companies 

An associated company is defined as a company, not being a subsidiary, in which the Group has an interest of not less than 20% 

of the equity and in whose financial and operating policy decisions the Group exercises significant influence. 

Investments in associated companies are stated in the financial statements of the Company at cost. Provision for diminution in 

value is made when there is a decline in the value of the investments that is other than temporary. 

The Group’s share of the post-acquisition results of associated companies is included in the consolidated statement of profit and 

loss using either the most recent available audited financial statements or the unaudited financial statements of the associated 

companies. Any difference between the unaudited financial statements and the audited financial statements obtained subsequently 

are adjusted for in the following financial year. The Group’s share of the post-acquisition reserves of associated companies is 

included in the consolidated balance sheet under investments in associated companies. 

Equity accounting of associated companies’ results is discontinued where the Group’s share of losses equals or exceeds the cost 

of investment in the associated companies unless the Group has incurred obligations or made payments on behalf to satisfy 

obligations of the associated companies that the Group has guaranteed or otherwise committed. 

49

50 



Fixed assets and depreciation 

Fixed assets are stated at cost or valuation less accumulated depreciation. 

Fixed assets are depreciated using the straight-line method so as to write-off the cost or valuation of the fixed assets over their 

estimated useful lives. The estimated useful lives have been taken as follows: 

Years 

Buildings 100 

Leasehold land and buildings 25 - 60 

Leasehold improvements 2 - 10 

Factory tool, plant and equipment 2 - 10 

Computer systems 2 - 10 

Furniture and fittings 2 - 10 

Motor vehicles 2 - 8 

Office equipment 2 - 8 

Demonstration and maintenance equipment 4 

There is no fixed policy with respect to the frequency of valuation of fixed assets. Fixed assets are revalued as and when deemed 

appropriate by the directors. 

No depreciation is provided for freehold land and buildings-in-progress. 

Where fixed assets are revalued, any surplus on revaluation is credited to the asset revaluation reserve. A decrease in the net 

carrying amount of the asset revaluation reserve arising on revaluation of fixed assets is charged to the statement of profit and 

loss to the extent that it exceeds any surplus held in reserve relating to a previous revaluation of the same class of fixed assets. 

Affiliated company 

An affiliated company is defined as a company, not being a subsidiary or an associated company, in which the shareholders or 

directors of the Company or of its subsidiaries, have an equity interest or exercise influence over. 

Other investments 

Other investments are stated at cost less provision for any diminution in values that is other than temporary. 

Investment property 

Investment property is held for the primary purpose of producing rental income. It is not held for resale in the ordinary course of 

business. Investment property is stated at valuation. 

An independent professional valuation is made at least once every three years. The net surplus or deficit on revaluation is taken 

to investment revaluation reserve except when the total of the reserve is not sufficient to cover a deficit, in which case the 

amount by which the deficit exceeds the amount in the investment revaluation reserve is charged to the statement of profit 

and loss. 

Surplus on revaluation is released to the statement of profit and loss upon the sale of the investment property. 

Pre-operating expenses 

Pre-operating expenses are costs incurred prior to the commencement of operations and are stated at cost less accumulated 

amortisation. These costs are amortised over 5 years upon commencement of operations.



Deferred expenditure 

Deferred expenditure represents expenses, stated at cost, incurred by a subsidiary for the preparation of its intended public 

listing. These amounts will be written off against the proceeds from the public offer of shares subsequently. 

Stocks 

Stocks are stated at the lower of cost (determined on a weighted average basis) and net realisable value. In the case of finished 

goods and work-in-progress, cost includes raw materials, labour and an attributable portion of overhead costs. Provision is made 

for deteriorated, damaged, obsolete and slow moving stocks. 

Taxation 

Income tax expense is determined on the basis of tax effect accounting, using the liability method and is applied to all significant 

timing differences. Deferred tax benefits are not recognised unless there is reasonable expectation of their realisation. 

Hire purchase/finance lease 

Where assets are financed by hire purchase/finance lease agreements that give rights approximating ownership, the assets are 

capitalised as if they had been purchased outright at the values equivalent to the present value of the total rental payable during 

the periods of the hire purchase/finance lease and the corresponding hire purchase/finance lease commitments are included 

under liabilities. The excess of hire purchase/finance lease payments over the recorded hire purchase/finance lease liabilities are 

treated as finance charges which are allocated over each hire purchase/finance lease term to give a constant rate of interest on 

the outstanding balance at the end of each year. 

Foreign currency transactions and balances 

The accounting records of the companies in the Group are maintained in their respective functional currencies. 

Transactions in foreign currencies during the year are recorded in the respective functional currencies using exchange rates 

approximating those ruling at transaction dates. 

Monetary assets and liabilities in foreign currencies, except for foreign assets and liabilities hedged by forward exchange contracts, 

are translated into Singapore dollar at rates of exchange closely approximate to those ruling at the balance sheet date. Foreign 

currency assets and liabilities hedged by forward exchange contracts are translated into Singapore dollar at the contracted 

forward exchange rates. Transactions in foreign currencies during the year are translated at rates ruling on transaction dates. All 

translation differences are included in the statement of profit and loss. 

In the preparation of the consolidated financial statements, the financial statements of the subsidiaries have been translated 

from their functional currencies to Singapore dollars as follows: 

(a) all assets and liabilities at the exchange rates approximating those prevailing at the balance sheet date; 

(b) share capital and reserves at historical exchange rates; and 

(c) profit and loss items at the average exchange rates for the year. 

Exchange differences arising from the above translation are taken to translation reserve. 

51

52 



Accounting standards not effective until after the financial year 

Under Statement of Accounting Standard (SAS) No. 8 (Revised), Net Profit or Loss for the Period, Fundamental Errors and 

Changes in Accounting Policies, virtually all items of income and expense are regarded as arising in the course of the ordinary 

activities, and only on rare occasions does an event or transaction give rise to an extraordinary item. SAS 8 (Revised) is effective 

for financial years beginning on or after 1 July 2000, and the Company will comply with its requirements in the next financial 

year. Had the revised standard been applied to the current financial year, the Company would not have reported any extraordinary 

items and therefore its profit from operations, although not its net profit, would have been increased by approximately $599,000. 

3. SHARE CAPITAL 

2000 1999 

$’000 $’000 

Authorised 

- 800,000,000 ordinary shares of $0.20 each 160,000 160,000 

Issued and fully paid 

- 552,191,361 ordinary shares of $0.20 each (1999: 511,191,361 

ordinary shares of $0.20 each) 110,438 102,238 

On 14 July 1999, the Company entered into an agreement for the private placement of 41,000,000 ordinary shares of $0.20 

each at the price of $1.82 per share. Subsequent to the placement exercise, the issued capital of the Company increased from 

$102,238,272 comprising 511,191,361 ordinary shares of $0.20 each to $110,438,272 comprising 552,191,361 ordinary 

shares of $0.20 each. 

4. SHARE PREMIUM 

Group and Company 

2000 1999 

$’000 $’000 

At beginning of year 

Premium on issue of 41,000,000 (1999: 100,000,000) new ordinary shares of 

11,624 8,645 

$0.20 each at $1.82 per share (1999: $0.25 per share) (See Note 3) 66,420 5,000 

78,044 13,645 

Less write-off of costs in connection with new issue of shares during the year (1,425) (2,021) 

At end of year 76,619 11,624 

5. CAPITAL RESERVE 

This relates to legal reserve of a subsidiary, Digiland (Thailand) Co., Ltd. Under the provisions of the Civil and Commercial Code 

in Thailand, the subsidiary is required to set aside as legal reserve of at least 5% of net income at each dividend declaration until 

the reserve reaches 10% of authorised share capital of the subsidiary. The reserve is not available for dividend distribution.


6. ACCUMULATED PROFITS (LOSSES) 

Group Company 

2000 1999 2000 1999 

$’000 $’000 $’000 $’000 

At beginning of year 15,822 1,428 (2,345) (6,243) 

Profit for the year 

Dividends proposed and/or paid – $0.012* per share 

26,663 20,270 7,620 9,774 

(1999: $0.011 per share), out of tax exempt profits (6,626) (5,876) (6,626) (5,876) 

At end of year 35,859 15,822 (1,351) (2,345) 

Accumulated profits (losses) retained in: 

The Company (1,351) (2,345) 

Subsidiaries 37,545 19,088 

Associated companies (335) (921) 

35,859 15,822 

* Dividends proposed and/or paid for the financial year 2000 include the following: 

- Interim dividend of $0.005 per share on 552,191,361 ordinary shares paid out during the financial year. 

- Proposed final dividend of $0.007 per share on 552,191,361 ordinary shares. 

7. TRANSLATION RESERVE 

Group 

2000 1999 

$’000 $’000 

At beginning of year (200) (516) 

Exchange difference arising on consolidation of foreign subsidiaries (352) 316 

At end of year (552) (200) 

53

54 


8. FIXED ASSETS 

At Valuation At Cost 

Factory Demonstration 

Leasehold tool, plant and Buildingland 

and Freehold Leasehold and Computer Furniture Motor Office maintenance in- 

Group Buildings buildings land Improvements equipment systems and fittings vehicles equipment equipment progress Total 

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 

Cost/ valuation 

As at 1.7.99 667 31,707 158 1,322 12,434 9,799 5,641 2,869 1,423 874 - 66,894 

Additions - - - 34 2,982 2,608 1,075 1,765 723 450 1,292 10,929 

Arising from acquisition 

of subsidiaries - 165 - - - 3 851 241 989 - - 2,249 

Disposals - (167) - (2) (57) (700) (97) (893) (41) - - (1,957) 

Write offs - - - (61) (6) (48) (94) (64) (19) - - (292) 

Translation difference - 2 - (38) 61 35 (58) (36) (101) - - (135) 

As at 30.6.00 667 31,707 158 1,255 15,414 11,697 7,318 3,882 2,974 1,324 1,292 77,688 

Accumulated depreciation 

As at 1.7.99 24 3,979 - 468 6,165 3,035 3,053 906 1,075 291 - 18,996 

Charge for the year 7 1,268 - 175 1,900 1,774 843 563 473 326 - 7,329 

Arising from acquisition 

of subsidiaries - 9 - - - - 475 182 536 - - 1,202 

Disposals - (8) - - (10) (328) (37) (325) (22) - - (730) 

Write offs - - - (18) (1) (9) (81) (24) (14) - - (147) 

Translation difference - - - (16) 11 - (43) (38) (102) - - (188) 

As at 30.6.00 31 5,248 - 609 8,065 4,472 4,210 1,264 1,946 617 - 26,462 

Charge for 1999 7 1,268 - 197 1,792 1,284 729 386 188 66 - 5,917 

Net book value 

As at 30.6.00 636 26,459 158 646 7,349 7,225 3,108 2,618 1,028 707 1,292 51,226 

As at 30.6.99 643 27,728 158 854 6,269 6,764 2,588 1,963 348 583 - 47,898


8. FIXED ASSETS (Continued) 

If the following revalued fixed assets have been included in the financial statements at cost less accumulated depreciation, the 

net book value would have been: 

Group 

2000 1999 

$’000 $’000 

Buildings 361,074 365,188 

Leasehold land and buildings 14,985,446 15,794,765 

As at 30 June 2000, the leasehold land and buildings of the Group consist of the following: 

Approximate 

15,346,520 16,159,953 

Leasehold land and Purpose/ land area 

building/ Location 

Held by Subsidiaries 

Valuation date (in square metres) Tenure of lease 

No 28 Marsiling Lane Office and factory building 12,198 30 years from 

Singapore 739152 August 1996 1 December 1992 

No 14 Sungei Kadut Avenue Office and factory building 6,442 37 years and 9 months 

Singapore 729650 January 1996 from 1 March 1981 

2 & 4, Jalan SS3/5 Office and warehouse 436 Freehold 

Petaling Jaya 

47300 Selangor 

Malaysia 

December 1993 

The buildings, leasehold land and buildings stated at valuation are based on independent valuations on open market basis by 

firms of professional valuers, Khong & Jaafar Sdn Bhd, DBS Property Services Pte Ltd and Chesterton International Property 

Consultants Pte Ltd in 1993 and 1996 respectively. 

As at 30 June 2000, the Group had fixed assets under hire purchase and finance lease with net book values of approximately 

$2,363,000 (1999: $1,362,000). 

9. INVESTMENTS IN SUBSIDIARIES 

Company 

2000 1999 

$’000 $’000 

Investments, at cost 

Unquoted equity shares 60,500 57,000 

55

56 


9. INVESTMENTS IN SUBSIDIARIES (Continued) 

Details of subsidiaries are as follows: 

Country of 

incorporation Percentage equity 

and place of interest held by Cost of investment by 

Name Principal activities business the Group the Company 

2000 1999 2000 1999 

% % $’000 $’000 

Held by the Company 

GES (Singapore) Pte Ltd Import, export, assembly 

and manufacturing of and 

dealing in all kinds of 

computers and related 

computer support systems 

Singapore 100 100 56,000 56,000 

Digiland.com International Trading of computers, Singapore 100 100 4,500 1,000 

Pte Limited (formerly computer peripherals 

known as Digiland 


and accessories 

Infonet Systems and Trading and providing Singapore - 100 - - 

Services Pte Ltd † technical and consultancy 

services in high technology 

products 

Onetics (Asia) Pte Ltd † Under liquidation Singapore 100 100 - - 

Incasoft Private Limited † Under liquidation Singapore 100 100 - - 

Held by GES 


60,500 57,000 

The Networking Trading of computers and Singapore 80 80 - - 

Company Pte Ltd related accessories 

(currently inactive) 

Evictronics Engineering Assembly and soldering Singapore 100 100 - - 

Pte Ltd of computer chips into 

computer boards for 

its holding company 


Spectrum Tech Design of computer systems Singapore 100 100 - - 

(Singapore) Pte Ltd integration and trading of 

computer equipment 

and peripherals 

(currently inactive)



Country of 




2000 1999 2000 1999 

% % $’000 $’000 

Held by GES 


Digiland America, Inc. †† Manufacturing, sale and The 100 100 - - 

distribution of computer United States 

hardware and software 

products 


of America 

Digiland Taiwan Co., Trading of computer Taiwan, 100 60 - - 

Ltd †† peripherals and Republic of 

accessories 


China 

Digiland (Hong Kong) Trading of computers, Hong Kong 80 80 - - 

Limited # computer peripherals 



Trans Europe Computer Trading of computer Hong Kong 51.86 - - - 

Limited # components 

Shanghai ECC-GES Manufacturing and sale The People’s 75 - - - 

Information Technology of computers, computer Republic of 

Co., Ltd. # 


International Pte 

Limited (formerly 

known as Digiland 


peripherals and accessories China 

Digiland Distribution (M) Trading of computers and Malaysia 100 100 - - 

Sdn. Bhd. # related accessories and 

provision of computerrelated 

services 

Digiland Pty Ltd # Wholesaling of computer 

hardware 

Australia 100 88.89 - - 

MSI Digiland (Phils.), Manufacturing and sale The 51 51 - - 

Inc. @ of computers, computer 

peripherals and 

accessories 

Philippines 

Digiland Vietnam Pte Ltd Trading of computers, 

computer peripherals 


Singapore 100 100 - - 

57

58 



Country of 




2000 1999 2000 1999 

% % $’000 $’000 

Digiland Indonesia Trading of computers, Singapore 51 51 - - 

Pte Ltd computer peripherals 


Shanghai ECC-Digiland Trading of computers The People’s 52.5 - - - 

International Trading and related accessories Republic of 

Co., Ltd. # China 

Infonet Systems and Trading and providing Singapore 100 - - - 

Services Pte Ltd technical and consultancy 

services in high technology 

products 

Digiland (Thailand) Trading of computers and Thailand 100 See Note 10 - - 

Co., Ltd. @ related accessories 

DigilandMall.com Pte Ltd Internet retailing of 


accessories 

Singapore 100 - - - 

Aspiren.com Pte Ltd 

Held by Digiland 

Distribution (M) 

Sdn. Bhd. 

Provision of e-business 

solutions 

Singapore 100 - - - 

Computerlink Sdn. Bhd. # 

Held by Trans Europe 

Computer Limited 

Trading of computers 



Malaysia 94 94 - - 

Wayford Technology Trading of computer Hong Kong 100 - - - 

Limited # 


(Hong Kong) Limited 

components 

Chenzhou Digiland Manufacturing and sale The People’s 80 80 - - 

Electronics Co., Ltd. # of computers, computer Republic of 

peripherals and accessories 


China



Country of 




2000 1999 2000 1999 

% % $’000 $’000 


(Thailand) Co., Ltd. 

Custom Print Co., Ltd. @ Trading computers and 

related accessories 

Thailand 100 - - - 

Onetics (Asia) Pte Ltd and Incasoft Private Limited are currently under liquidation. As control over these subsidiaries is temporary, 

the directors are of the opinion that their financial statements should not be consolidated with the Group financial statements in 

accordance with Singapore Statements of Accounting Standard No. 26. 

# Audited by associated firms of Arthur Andersen Singapore 

@ Audited by other Certified Public Accountants firms 

† Cost of investment less than $1,000 

†† Subsidiaries not required to present audited financial statements by laws of their countries of incorporation. Management 

accounts made up to 30 June 2000 have been used for consolidation purposes 

All other companies are audited by Arthur Andersen Singapore. 

10. INVESTMENTS IN ASSOCIATED COMPANIES 

Group 

2000 1999 

$’000 $’000 

Investments, at cost (see Note a) 2,293 1,211 

Share of post-acquisition losses, net (335) (921) 

(a) Details of the associated companies are as follows: 

1,958 290 

Country of Percentage of 

incorporation/ equity held by Cost of investment 

Name Principal activities place of business the Group by the Company 

2000 1999 2000 1999 

% % $’000 $’000 

Held by GES 


Digiland (Thailand) Trading of computers and Thailand See 47 - 307 

Co., Ltd. related accessories Note 9 

GES Technologies Limited Import, export, assembly 

and manufacturing of and 

dealing in all kinds of 


computer support systems 

India 32 32 904 904 

59

60 


10. INVESTMENTS IN ASSOCIATED COMPANIES (Continued) 

Country of Percentage of 

incorporation/ equity held by Cost of investment 

Name Principal activities place of business the Group by the Company 

2000 1999 2000 1999 

% % $’000 $’000 


Distribution (M) 

Sdn. Bhd. 

Khidmat Komputer Trading of computers Malaysia 30 30 - - 

Perdana Sdn. Bhd. 

Held by Infonet 

Systems and 

Services Pte Ltd 


e-station Pte Ltd 

Held by Trans Europe 

Computer Limited 

Provision of entertainment 

and recreational activities 

Singapore 30 - 1,380 - 

Trans Europe 

Peripheral Limited 

Dormant Hong Kong 40 - 9 - 

2,293 1,211 

11. OTHER INVESTMENTS 

Group 

2000 1999 

$’000 $’000 

Club membership, at cost 185 185 

Investment in unquoted shares, at cost - 535 

Less provision for diminution in value - (535) 

185 185 

Movement in provision for diminution in value of investment are as follows: 

At beginning of year 535 535 

Written off against provision (535) - 

At end of year - 535 

As at 30 June 2000, the market value of the club membership was $185,000.


12. INVESTMENT PROPERTY 

Group 

2000 1999 

$’000 $’000 

Investment, at cost 542 1,024 

Less provision for diminution in value (54) - 

488 1,024 

The Group had properties in Australia for the primary purpose of producing rental income. Details of the investment properties 

are as follows: 

Approximate area Market values of investments 

Properties Description (in square metres) by the Group* 

2000 1999 

Held by a subsidiary $’000 $’000 

1103 Beachwood Drive 

Hope Island Resort 

Australia 

Residential 1,140 488 542 

1610 Richmond Court 

Hope Island Resort 

Australia# 

Residential 800 - 482 

* Market values of investments are based on directors’ valuation. 

# This property was disposed during the financial year. 

488 1,024 

13. GOODWILL 

Group 

2000 1999 

$’000 $’000 

Goodwill on consolidation 

Cost at beginning of year 

Reserves on consolidation arising from purchase of additional shares in subsidiaries 

9,545 9,545 

during the year (315) - 

Goodwill on consolidation arising from acquisition of subsidiaries during the year 3,742 - 

12,972 9,545 

Less accumulated amortisation (2,254) (1,659) 

10,718 7,886 

61

62 


13. GOODWILL (Continued) 

Group 

2000 1999 

$’000 $’000 

Purchased goodwill 

Cost at beginning of year 554 554 

Less accumulated amortisation (165) (140) 

Translation difference 3 (7) 

Movements in accumulated amortisation during the financial year are as follows: 

392 407 

11,110 8,293 

Accumulated amortisation of goodwill on consolidation 

At beginning of year 1,659 1,112 

Amortisation for the year 595 547 

At end of year 2,254 1,659 

Accumulated amortisation of purchased goodwill 



At end of year 165 140 

During the financial year, the Company changed the amortisation periods of goodwill and reserves on consolidation from 5 to 20 

years. The effect of the change in estimates on current year’s statement of profit and loss is to increase the profit for the year by 

approximately $571,000.


14. PRE-OPERATING EXPENSES 

Group 

2000 1999 

$’000 $’000 

Pre-operating expenses 313 544 

Less accumulated amortisation (153) (70) 

160 474 

Movements in accumulated amortisation during the financial year are as follows: 



Translation difference (7) - 


15. DEFERRED EXPENDITURE 

Deferred expenditure represents expenses, stated at cost, incurred by a subsidiary for the preparation of its intended public 

listing. These amounts will be written off against the proceeds of the abovementioned public offer of shares subsequently. 

16. STOCKS 

Group 

2000 1999 

$’000 $’000 

Finished goods and raw materials 166,773 116,204 

Work-in-progress 5,751 8,346 

Goods-in-transit 1,930 719 

174,454 125,269 

Less provision for stock obsolescence (4,953) (4,975) 

169,501 120,294 

Movements in provision for stock obsolescence during the year are as follows: 


Provision for the year 793 1,210 

Arising from acquisition of subsidiaries 26 - 

Written off against provision (510) (503) 

Write back of provision (294) - 

Translation difference (37) 23 


63

64 


17. TRADE DEBTORS 

Group 

2000 1999 

$’000 $’000 

Trade debtors 177,047 136,402 

Less provision for doubtful trade debts (5,205) (4,553) 

171,842 131,849 

Movements in provision for doubtful trade debts during the year are as follows: 


Provision for the year 754 4,558 

Arising from acquisition of subsidiaries 252 - 

Written off against provision (264) (1,701) 

Write back of provision (65) (721) 

Translation difference (25) 97 


18. OTHER DEBTORS, DEPOSITS AND PREPAYMENTS 

Group Company 

2000 1999 2000 1999 

$’000 $’000 $’000 $’000 

Other debtors 6,661 7,468 - - 

Less provision for doubtful debts (108) (1) - - 

6,553 7,467 - - 

Deposits 1,017 316 - - 

Prepayments 2,103 374 15 15 

Recoverables 3,868 17 - - 

Advances to employees 2 8 - - 

13,543 8,182 15 15 

Movements in provision for doubtful debts during the year are as follows: 

Group 

2000 1999 

$’000 $’000 


Write back of provision - (11) 

Provision for the year 108 1 

Written off against provision (1) - 

At end of year 108 1


19. DUE TO/FROM ASSOCIATED COMPANIES, TO/FROM SUBSIDIARIES AND AN AFFILIATED COMPANY (NON-TRADE) 

The amounts are unsecured, interest-free and have no fixed terms of repayment. 

20. DUE FROM ASSOCIATED COMPANIES (TRADE) 

Group 

2000 1999 

$’000 $’000 

Due from associated companies 7,751 4,111 

Less provision for doubtful debts (268) (267) 

7,483 3,844 

Movements in provision for doubtful debts during the year are as follows: 


Translation difference 1 14 


21. DUE FROM AFFILIATED COMPANIES (TRADE) 

Group 

2000 1999 

$’000 $’000 

Due from affiliated companies 13,387 13,574 

Less provision for doubtful debts (424) - 

12,963 13,574 

22. SHORT-TERM INVESTMENT 

Group 

2000 1999 

$’000 $’000 

Freehold property - 1,690 

During the financial year, the investment in freehold property, which was held for resale, was disposed off. 

23. FIXED DEPOSITS 

Fixed deposits of $11,070,600 (1999: $2,089,743) are pledged to banks to secure bank facilities extended. 

65

66 


24. TRADE CREDITORS 

Included in trade creditors is an amount of $4.3 million (1999: $9.8 million) secured by a registered mortgage debenture over 

the assets of a subsidiary. 

25. BILLS PAYABLE, LONG-TERM BANK LOANS AND BANK OVERDRAFTS (SECURED) 

Bills payable, long-term bank loans and bank overdrafts of the Group are secured by the following: 

- First legal mortgage of the Group’s premises at 28 Marsiling Lane Singapore 739152. 

- Corporate guarantee of $127 million (1999: $107 million) from the Company to banks for banking facilities granted to 

certain subsidiaries. 

The long-term bank loans are payable in equal quarterly instalments over a period of 60 months and bear interest of between 

0.5% to 1.5% (1999: 0.5% to 1.5%) over the prime lending rate of the lending banks. 

26. OTHER CREDITORS AND ACCRUALS 

Group Company 

2000 1999 2000 1999 

$’000 $’000 $’000 $’000 

Other creditors 3,241 3,948 - - 

Accrued operating expenses 7,480 6,811 626 448 

Purchase accruals 606 1,128 - - 

Reimbursable costs 17 206 - - 

Deferred revenue 880 511 - - 

Provision for foreign exchange loss on forward contracts - 186 - - 

12,224 12,790 626 448 

27. HIRE PURCHASE/ FINANCE LEASE LIABILITIES 

Group 

2000 1999 

$’000 $’000 

Hire purchase/ finance lease instalments: 

- due within 1 year 758 352 

- due between 1 and 5 years 1,666 1,155 

2,424 1,507 

Less deferred finance charges (386) (330) 

2,038 1,177


27. HIRE PURCHASE/FINANCE LEASE LIABILITIES (Continued) 

Group 

2000 1999 

$’000 $’000 

Classified as follows: 

- current portion 650 285 

- non-current portion 1,388 892 

2,038 1,177 

28. SHORT-TERM BANK LOANS 

Group 

2000 1999 

$’000 $’000 

Secured term loans 13,524 - 

Unsecured term loans 3,874 - 

17,398 - 

Details of secured term loans are as follows: 

The short-term loans of the subsidiaries are secured by way of corporate guarantee from a subsidiary and pledge of fixed 

deposits amounting to $10,379,984 as collateral. 

The secured term loans of the subsidiaries bear interest ranging from 6.1% to 6.4% per annum. 

Details of unsecured term loans are as follows: 

The unsecured bank loans of the subsidiaries are repayable monthly and bear interest ranging from 12.5% to 13.0% per annum. 

29. DEFERRED TAXATION 

Deferred taxation arises as a result of: 

Group 

2000 1999 

$’000 $’000 

Excess of net book value over tax written down value of fixed assets 1,129 1,791 

Other sundry timing differences (36) (524) 

Unabsorbed capital allowances brought forward - (332) 

1,093 935 

67

68 


30. TURNOVER 

Group 

Turnover represents invoiced trading sales and service income, net of discounts and returns. 

Company 

Turnover represents gross dividend declared from its subsidiaries. 

31. OPERATING PROFIT 

This is determined after charging (crediting) the following: 

Group Company 

2000 1999 2000 1999 

$’000 $’000 $’000 $’000 

Auditors’ remuneration 

- auditors of the Company 206 116 11 19 

- other auditors 52 50 - - 

Non-audit fees to auditors of the Company 58 64 - - 

Amortisation of goodwill (reserves) on consolidation 595 547 - - 

Amortisation of purchased goodwill 25 25 - - 

Amortisation of pre-operating expenses 90 69 - - 

Depreciation of fixed assets 7,329 5,917 - - 

Directors’ remuneration 2,054 1,430 - - 

Directors’ fees 240 216 240 216 

Fixed assets written off 145 68 - - 

Interest income from fixed deposits 

Interest expense 

(378) (534) (4) (8) 

- bank overdrafts 121 158 - - 

- hire purchase 121 104 - - 

- term loans 975 456 - - 

- bills payable/trust receipts 4,479 4,190 - - 

- others 20 - - - 

(Gain) loss on disposal of fixed assets (160) 73 - - 

Provision for doubtful trade debts 754 4,558 - - 

Provision for doubtful trade debts - affiliated company 424 - - - 

Provision for doubtful debts - other debtors 108 1 - - 

Provision for stock obsolescence 793 1,210 - - 

Write back of provision for stock obsolescence (294) - - - 

Write back of provision for doubtful trade debts (65) (721) - - 

Stocks written off 37 93 - - 

Bad debts written off - trade 16 207 - - 

Foreign exchange loss (gain), net 433 (783) 12 23 

Provision for diminution in value of investment property 54 - - - 

Loss on disposal of investment property 120 - - - 

Loss on disposal of short-term investment 46 - - -


32. TAXATION 

Group Company 

2000 1999 2000 1999 

$’000 $’000 $’000 $’000 

Current tax 

- Singapore 1,232 366 1 2 

- Foreign 360 66 - - 

- overprovision of taxation in prior years (25) - - - 

Deferred tax 495 223 - - 

2,062 655 1 2 

Share of tax of associated companies - - - - 

The Company 

The Company’s taxation relates to the tax on the interest income from fixed deposits. 

2,062 655 1 2 

The Group 

GES (Singapore) Pte Ltd (“GES”) has been granted “pioneer status” under the Economic Expansion Incentives (Relief from 

Income Tax) Act 1967 for a period of five years commencing 1 June 1991 with an extension of one year till May 1997 upon the 

expiration in May 1996. During the financial year ended 30 June 1997, GES made an application to the Economic Development 

Board of Singapore (“EDB”) for extension of the pioneer status. As a result of this application, EDB has granted a four year 

extension of the pioneer status due to further capital expenditure plans with effect from 1 June 1997. The four year extension 

takes the form of a two year plus a further two year extension and is subject to certain conditions relating to GES’s cumulative 

fixed assets (building, equipment and machinery) investment, number of R&D engineers/technicians, annual R&D expenditure 

and gross value-added per worker. Based on the projected growth of GES, the Directors believe GES will be able to satisfy these 

conditions. All profits derived from the manufacturer of computer systems, computer peripherals and related sub-assemblies 

during the pioneer period are tax exempt, subject to agreement by the Singapore Income Tax Authorities and compliance with 

certain provisions of the Economic Expansion Incentives (Relief from Income Tax) Act 1967. 

As at 30 June 2000, the Group had unabsorbed wear and tear allowances and unutilised tax losses of approximately $5,863,000 

(1999: $3,840,000) which are available to be carried forward for offset against future taxable profits. The potential deferred tax 

asset arising from these unabsorbed wear and tear allowances and unutilised tax losses has not been recognised in the financial 

statements in accordance with the group accounting policy stated in Note 2. 

69

70 


33. EXTRAORDINARY ITEMS 

Extraordinary gain during the year arose on disposal of the Company’s investment in Infonet Systems and Services Pte Ltd to one 

of its subsidiaries, Digiland.com International Pte Limited (formerly known as Digiland International Pte Ltd). 

Cost of investment in Infonet Systems and Services Pte Ltd# 

$’000 

- 

Proceeds from disposal 599 

Gain on disposal 599 

# Below $1,000 

34. EARNINGS PER SHARE 

Earnings per share is calculated by dividing the Group’s profit after taxation and minority interests of $26,663,366 (1999: 

$20,269,145) by the weighted average number of shares of 550,483,027 (1999: 452,858,028) after adjusting for new issue 

during year ended 30 June 2000. 

35. CASH AND CASH EQUIVALENTS 

Cash and cash equivalents consist of cash and bank balances, fixed deposits and bank overdrafts. Cash and cash equivalents at 

end of year included in the consolidated cash flow statements comprise the following: 

Group 

2000 1999 

$’000 $’000 

Cash and bank balances 14,115 8,323 

Fixed deposits 25,473 2,090 

Bank overdrafts (secured) (7,282) (8,503) 

36. SIGNIFICANT RELATED PARTY TRANSACTIONS 

32,306 1,910 

The Group had significant transactions with related parties on terms agreed between the parties as follows: 

Group 

2000 1999 

$’000 $’000 

Sales to affiliated companies 36,534 21,200 

Sales to associated companies 7,488 12,316 

Marketing commission paid to a director of Digiland Indonesia Pte Ltd - 84


37. LEASE COMMITMENTS 

As at 30 June 2000, the Group had aggregate minimum lease commitments in respect of factory, warehouse and office premises 

of approximately $7,245,000 (1999: $9,576,000), payable as follows: 

Group 

2000 1999 

$’000 $’000 

Within one year 1,139 1,126 

Between 1 and 5 years 1,681 2,456 

After 5 years 4,425 5,994 

7,245 9,576 

38. CONTINGENT LIABILITIES AND FUTURE CAPITAL EXPENDITURE 

(a) Contingent liabilities 

As at 30 June 2000, 

(i) The Group had performance and shipping guarantees of approximately $9.2 million (1999: $18.0 million) extended 

to customers and suppliers in the ordinary course of business. 

(ii) The Group had executed corporate guarantees of approximately $11.6 million (1999: $26.5 million) to banks which 

have granted banking facilities to certain of its subsidiaries. 

(iii) A subsidiary, GES (Singapore) Pte Ltd, had executed corporate guarantees of approximately $2.3 million (1999: 

$13.2 million) to suppliers for sales to certain of its subsidiaries and related companies. 

(iv) A subsidiary, Digiland.com International Pte Limited (formerly known as Digiland International Pte Ltd), had issued a 

corporate guarantee of $101 million (1999: $81 million) for the loan facilities granted to a related company. 

(v) A subsidiary, Digiland (Thailand) Co., Ltd had issued guarantees amounting to Bht610,000 (1999: Bht260,000) for 

the purpose of bidding for tenders, and a Bht2.5 million (1999: Bht Nil) guarantee for the purchase of goods. 

(vi) A subsidiary, Infonet Systems and Services Pte Ltd, has outstanding banker’s guarantees of approximately $1,059,000 

(1999: $123,000) issued in favour of third parties in the ordinary course of business. These guarantees are secured 

by way of a registered charge over the fixed deposits of the subsidiary. 

(vii) A subsidiary, Digiland (Thailand) Co., Ltd, has an outstanding legal suit for breach of contract of approximately 

Bht2.2 million (equivalent to approximately $90,000). The legal case is still outstanding and the outcome is not yet 

determinable. Consequently, the subsidiary has not recorded a provision for loss. 

(viii) Subsequent to the year end, a subsidiary, Digiland Distribution (M) Sdn. Bhd., was named as a co-defendant in a 

legal suit brought against it by a customer for breach of contract. The total amount claimed by the plaintiff is 

approximately RM322,000 (equivalent of $146,900), not including unliquidated damages for loss of reputation and 

goodwill. In the opinion of the directors, the claim has no merit and accordingly, no provision has been made in the 

financial statements. 

71

72 


38. CONTINGENT LIABILITIES AND FUTURE CAPITAL EXPENDITURE (Continued) 

(b) Future capital expenditure 

Group 

2000 1999 

$’000 $’000 

Capital expenditure not provided for in the financial statements in 

respect of contracts placed 4,804 158 

(c) Continuing financial support 

(i) The Company has undertaken to provide continuing financial support to three of its subsidiaries to enable them to 

operate as going concerns and to meet their obligations for at least 12 months from date of the directors’ report. The 

subsidiaries are Digiland Distribution (M) Sdn. Bhd., Spectrum Tech (Singapore) Pte Ltd and Digiland Pty Ltd. 

(ii) A subsidiary of the Company, GES (Singapore) Pte Ltd, has undertaken to provide continuing financial support to two of 

its subsidiaries, Digiland (Hong Kong) Limited and Trans Europe Computer Limited, to enable them to operate as a going 

concern and to meet their obligations for at least 12 months from date of the directors’ report. 

39. FORWARD FOREIGN EXCHANGE CONTRACTS COMMITMENTS 

As at 30 June 2000, the Group had outstanding forward foreign exchange contracts to buy US$1,970,000 (1999: US$17,353,000) 

and sell Bht76,934,100 (1999: Bht Nil). 

40. DIRECTORS’ REMUNERATION AND FEES 

Number of directors in remuneration and fees bands are as follows: 

Executive Non-executive 

2000 directors directors Total 

$500,000 and above 2 - 2 

$250,000 to $499,999 - - - 

Below $250,000 1 3 4 

Total 3 3 6 

1999 

$500,000 and above 2 - 2 

$250,000 to $499,999 - - - 

Below $250,000 1 3 4 

Total 3 3 6


41. GROUP SEGMENT INFORMATION 

Revenue from 

customers Segment Segment 

outside the Group results assets 

$’000 $’000 $’000 

Industry segments 

2000 

PC and peripherals 387,105 14,274 143,738 

Point of sale terminals 233,995 12,694 112,408 

Distribution products 623,456 2,977 212,650 

Total group 1,244,556 29,945 468,796 

1999 (Note 42) 

PC and peripherals 310,045 9,770 153,350 

Point of sale terminals 203,470 7,645 97,590 

Distribution products 305,746 3,722 88,303 

Total group 819,261 21,137 339,243 

Geographical segments 

2000 

Singapore 292,340 11,510 309,795 

Asia 611,058 11,281 138,984 

Australia 87,143 (2,772) 20,017 

Europe 60,018 2,013 - 

USA 193,997 7,913 - 

Latin America - - - 

Total group 1,244,556 29,945 468,796 

1999 

Singapore 268,883 9,489 280,047 

Asia 209,954 4,341 26,647 

Australia 114,180 (436) 32,549 

Europe 67,215 2,352 - 

USA 155,661 5,326 - 

Latin America 3,368 65 - 

Total group 819,261 21,137 339,243 

42. COMPARATIVE FIGURES 

Certain comparative figures have been reclassified to conform with current year’s presentation. 

73

74 

Statement by Directors 

In the opinion of the directors, the accompanying financial statements set out on pages 44 to 73 are drawn up so as to give a true 

and fair view of the state of affairs of the Company and of the Group as at 30 June 2000 and the results of the Company and of the 

Group and cash flows of the Group for the year then ended and at the date of this statement there are reasonable grounds to believe 

that the Company will be able to pay its debts as and when they fall due. 

On behalf of the Board of Directors 

GOH LIK TUAN YEONG BOU WAI 

Singapore 

23 September 2000

Statistics of Shareholdings As At 21 September 2000 

Authorised Share Capital : $160,000,000.00 

Issued and Fully Paid-up Capital : $110,438,272 

Class of Shares : Ordinary Shares of $0.20 each with equal voting rights 

Distribution of Shareholdings 

No. of No. of 

Size of Shareholdings Shareholders % Shares % 

1 - 1,000 4,722 26.89 4,490,610 0.81 

1,001 - 10,000 11,208 63.82 46,612,546 8.44 

10,001 - 1,000,000 1,600 9.11 74,391,894 13.47 

1,000,001 and above 31 0.18 426,696,311 77.28 

Total 17,561 100.00 552,191,361 100.00 

Twenty Largest Shareholders 

Name 

No. of 

Shares % 

1 Liew Kim Choo 97,863,106 17.72 

2 Goh Lik Tuan 76,701,104 13.89 

3 Raffles Nominees Pte Ltd 58,010,000 10.51 

4 NTUC Income Insurance Co-operative Limited 40,851,000 7.40 

5 Citibank Nominees Singapore Pte Ltd 39,323,826 7.12 

6 DBS Nominees Pte Ltd 30,593,286 5.54 

7 HSBC (Singapore) Nominees Pte Ltd 11,829,804 2.14 

8 HSBC Investment Bank PLC 11,152,000 2.02 

9 Yeong Bou Wai 10,653,296 1.93 

10 United Overseas Bank Nominees Pte Ltd 8,439,000 1.53 

11 Hong Leong Finance Nominees Pte Ltd 4,153,000 0.75 

12 Indosuez Singapore Nominees Pte Ltd 3,973,000 0.72 

13 Citibank Consumer Nominees Pte Ltd 3,483,540 0.63 

14 OCBC Securities Private Ltd 3,132,000 0.57 

15 Phillip Securities Pte Ltd 3,043,000 0.55 

16 Oversea-Chinese Bank Nominees Pte Ltd 2,789,000 0.51 

17 Vickers Ballas & Co Pte Ltd 2,115,000 0.38 

18 Overseas Union Bank Nominees Pte Ltd 2,096,000 0.38 

19 Ong & Company Pte Ltd 1,916,600 0.35 

20 BNP Nominees Singapore Pte Ltd 1,837,480 0.33 

Total 413,955,042 74.97 

List of Substantial Shareholders As At 21 September 2000 

No. of Shares held No. of Shares held 

Name of Substantial Shareholder (Direct) (Deemed) 

1 Liew Kim Choo 97,863,106 107,656,704 

2 Goh Lik Tuan 86,701,104 118,818,706 

3 The Capital Group Companies, Inc. 42,978,000 - 

4 NTUC Income Insurance Co-operative Limited 40,851,000 - 

75

76 

Notice of Annual General Meeting 

NOTICE IS HEREBY GIVEN that the THIRTEENTH ANNUAL GENERAL MEETING of the Shareholders of the Company will be held at 

Level 2, The Percival Room, Fort Canning Country Club,11 Canning Walk, Singapore 178881, on Friday, 3 November 2000 at 3.00pm 

to transact the following business: 

As Ordinary Business 

1. To receive and adopt the Directors’ Report and Audited Accounts for the year ended 30 June 2000 and the Auditors’ 

Report thereon. (Resolution 1) 

2. To declare a final Dividend of 3.5% (0.7 Singapore cents per ordinary share) less tax (Singapore tax exempt) for the year 

ended 30 June 2000. (Resolution 2) 

3. To approve the proposed Directors’ Fees of S$240,000.00 for the year ended 30 June 2000 (1999: S$216,000.00). 

(Resolution 3) 

4. To re-elect the following Directors retiring under Article 104 of the Company’s Articles of Association:- 

(a) Mr Richard John Colless - see Note (d) (Resolution 4) 

(b) Mr Terence Edward O’Connor - see Note (d) (Resolution 5) 

5. To re-appoint Auditors and to authorise Directors to fix their remuneration. (Resolution 6) 

As Special Business 

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

Authority to Directors to issue shares (Resolution 7) 

“That pursuant to Section 161 of the Companies Act, Cap. 50, approval be and is hereby given to the Directors to issue shares 

in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute 

discretion, deem fit provided that the aggregate number of shares to be issued pursuant to this resolution shall not exceed 

10 per cent of the issued share capital of the Company for the time being.” – see Note (e) 

7. To transact any other business that may be transacted at an Annual General Meeting. 


(Incorporated in Singapore) 

ARBN 063 850 448

Notice of Annual General Meeting 

NOTICE OF BOOKS CLOSURE 

NOTICE IS ALSO HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed from 14 

November 2000 to 15 November 2000 (both dates inclusive) for the purpose of determining shareholders’ entitlements to the 

dividend which will be proposed at the Thirteenth Annual General Meeting of the Company to be held on 3 November 2000. 

Duly completed registrable transfers in respect of the shares in the Company received by the Company’s Share Registrar in Singapore, 

Lim Associates (Pte) Ltd at 10 Collyer Quay, #19-08 Ocean Building, Singapore 049315 and the Company’s Share Registrar in 

Australia, Computershare Registry Services Pty Limited at Level 12, 565 Bourke Street, Melbourne, Victoria 3000, Australia, up to the 

close of business at 5.00 p.m. on 13 November 2000 (at the respective Singapore and Australian times), will be registered to 

determine shareholders’ entitlements to the proposed dividend. 

Subject to the approval of the shareholders at the Thirteenth Annual General Meeting, the proposed final dividend will be paid on 

1 December 2000. In respect of shares in securities accounts with The Central Depository (Pte) Ltd (“CDP”), the said dividend will be 

paid by the Company to CDP which will in turn distribute the dividend entitlements to holders of shares in accordance with its practice. 

By Order of the Board, 

Tan Siok Chin 

Sally Phuar Boon Chin 

Joint Company Secretaries 

Singapore 

19 October 2000 

Notes: 

(a) A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and to vote in his stead. A member which 

is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. 

(b) A proxy need not be a member of the Company. 

(c) The instrument appointing a proxy must be deposited at the Secretary’s office at 15 Beach Road, #03-07 Beach Centre, Singapore 189677 not later than 

3.00pm on 1 November 2000, being not less than 48 hours before the time for holding the meeting. 

(d) Ordinary Resolutions 4 and 5 proposed in item 4 above, if passed, will re-elect Messrs Richard John Colless and Terence Edward O’Connor who are 

retiring by rotation pursuant to Article 104. They are independent Directors of the Company and remain as members of the Audit Committee. 

(e) Ordinary Resolution 7 proposed in item 6 above, if passed, will empower the Directors of the Company to issue shares in the Company at any time and 

upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number 

of shares to be issued pursuant to this resolution shall not exceed 10 per cent of the issued share capital of the Company for the time being. 

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78 

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Proxy Form 

Thirteenth Annual General Meeting 

IMPORTANT 

1. For investors who have used their CPF monies to buy 

GES International Limited shares, the Annual 

Report is forwarded to them at the request of their 

CPF Approved Nominees and is sent solely for 

information only. 

2. This Proxy Form is not valid for use by CPF investors 

and shall be ineffective for all intents and purposes if 

used or purported to be used by them. 

I/We (Name) 

of (Address) 

being a member/members of GES INTERNATIONAL LIMITED, hereby appoint: 

Name Address NRIC/Passport Proportion of 

Number Shareholdings (%) 

and/or (delete as appropriate) 

Name Address NRIC/Passport Proportion of 

Number Shareholdings (%) 

No. Resolutions For Against 

As Ordinary Business 

1. Directors’ Report and Audited Accounts 

2. Declaration of final Dividend 

3. Proposed Directors’ Fees 

4. Re-election of Mr Richard John Colless as Director 

5. Re-election of Mr Terence Edward O’Connor as Director 

6. Re-appointment of Auditors 

As Special Business 

7. Authority to Directors to issue shares 


(Incorporated in Singapore) 

ARBN 063 850 448 

as my/our proxy/proxies to vote for me/us on my/our behalf, at the Thirteenth Annual General Meeting of the Company to be held on 

Friday, 3 November 2000, and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions to 

be proposed at the meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain 

from voting at his/their discretion, as he/they will on any other matter arising at the meeting. 

Dated this _______day of ____________2000. 

____________________________________ 

Signature(s) of Member(s) or Common Seal 

IMPORTANT: PLEASE READ NOTES OVERLEAF 

Total Number of Shares Held 

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80 

Proxy Form 

Notes for Proxy Form: 

1. A member entitled to attend and vote at the Thirteenth Annual General Meeting is entitled to appoint one or two proxies to 

attend and vote in his stead. 

2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his 

holding (expressed as a percentage of the whole) to be represented by each proxy. 

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

4. A member should insert the total number of shares held. If the member has shares entered against his name in the Depository 

Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he should insert that number of shares. If the 

member has shares registered in his name in the Register of Members of the Company, he should insert that number of shares. 

If the member has shares entered against his name in the Depository Register and registered in his name in the Register of 

Members, he should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate 

to all the shares held by the member. 

5. The instrument appointing a proxy or proxies must be deposited at the Secretary’s office at 15 Beach Road, #03-07 Beach 

Centre, Singapore 189677 not later than 3.00pm on 1 November 2000, being not less than 48 hours before the time for holding 

the meeting. 

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in 

writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its 

common seal or under the hand of its attorney, duly authorised. 

7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or 

a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing 

which the instrument may be treated as invalid. 

8. The Company shall be entitled to reject a proxy form which is incomplete, improperly completed, illegible or where the true 

intentions of the appointor are not ascertainable from the instructions of the appointor specified on the proxy form. In addition, 

in the case of shares entered in the Depository Register, the Company may reject a Proxy Form if the member, being the appointor, 

is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for 

holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.

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484


28 Marsiling Lane Singapore 739152 

Tel: (65) 732 9898 Fax: (65) 368 6225 

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