lighting UP the world throUgh innovation...

JK YAMING INTERNATIONAL HOLDINGS LTD

lighting UP theworld throUgh

innovation

2009A n n u A l R e p o R t

Through innovation, we aspire to

be the world’s leading lighting

manufacturer, producing energy-

efficient and eco-friendly products

that deliver outstanding value for

our customers and stakeholders,

while at the same time, playing a

pivotal role in the conservation of

our planet Earth.

ContentsCorporate Profile 1Financial Highlights 2Chairman’s Message 4Board of Directors 8Corporate Structure 10Corporate Information 11Business Review 12Corporate Items 16

Our MISSIon

JK Yaming International Holdings Ltd was incorporated in Singapore on 16 october 1999 and listed on the mainboard of SGX on 8 August 2001. our company is an investment holding company with operations mainly based in the People’s Republic of China (“PRC”).

our subsidiaries are principally engaged in the manufacturing and sales of electrical lighting products for infrastructure, industrial, commercial and residential projects, as well as wire harness products for automotive manufacturers.

We have grown into 11 subsidiary companies and one associate company with production facilities located in nanping, Fuzhou, Anhui ningguo and Shanghai in the PRC. our wide range of products are well received in the PRC with numerous awards and certifications conferred by the relevant authorities and institutes attesting to our product quality and standards. our domestic PRC market is operated through the distributor network which spans major cities in the PRC whereas export sales are now extended to north America, Europe and across the Asia Pacific region.

We have established a strong foothold in the PRC through our innovative and competitive products developed through our strong R&D capabilities over the years. our track record and the increased number of reference projects demonstrate trust in our technology and competence. This reputation earned in the PRC will enable the Group to reach out and extend our footprints into the world.

COrPOrATE PRoFILE

JK YAMInG InTERnATIonAL HoLDInGS LTDAnnUAL REPoRT 2009 1

LIGHTInG UP THE WoRLD THRoUGH InnoVATIon

FINANCIAL HIGHLIGHTS

FY2007 FY2008 FY2009

Consolidated Income Statement (S$’000)

Revenue 158,076 177,482 164,777

Gross profit 20,714 27,352 31,542

Profit before income tax 4,800 5,658 15,292

Profit after income tax 3,725 3,099 12,081

Profit attributable to equity holders 2,136 1,252 10,468

Consolidated Balance Sheet (S$’000)

Total assets 138,842 130,955 147,406

net assets 67,875 74,683 82,654

Shareholder’s equity 54,543 59,165 68,429

net borrowings 17,635 13,748 5,265

Consolidated Statement of Cash Flows (S$’000)

Cash flows from operating activities 6,498 8,972 15,728

Cash flows from investing activities (4,223) (3,809) (8,659)

Cash flows from financing activities (1,268) (3,523) (7,189)

Cash and cash equivalents 9,014 11,255 10,848

Free cash flow 2,275 5,163 7,069

Per Share Financial Data (cents)

EPS (Earnings per share) note 1 1.05 0.62 5.16

nAV (net Asset Value) per share 26.9 29.2 33.7

Dividends per share - - 0.9

Financial Indicators

Gross profit margin (%) 13.1% 15.4% 19.1%

net profit margin (%) 2.4% 1.7% 7.3%

Returns on shareholder’s equity (%) note 1 4% 2% 15%

Returns on total assets (%) 3% 2% 8%

net gearing (%) note 2 32% 23% 8%

Debtors turnover (days) 96 80 88

Inventory turnover (days) 81 78 80

Current ratio 1.22 1.34 1.43

note 1 : Attributable profit to shareholders expressed as a percentage of shareholder’s equity.

note 2 : Borrowings nett off against cash & cash equivalents

note 3 : number of ordinary shares 202,948,180 202,948,180 202,948,180



Revenue by Business Segments (S$ ’000)

Profit Before Income Tax (S$ ’000)

Earnings per Share (cents)

1.7

1.1 1.1

0.6

5.2

2005

0.51.01.52.0

0

2.53.03.54.0

5.55.04.5

2006 2007 2008 2009

11.913.2 13.1

15.4

19.1

5.0

10.0

15.0

20.0

0

25.0

2005 2006 2007 2008 2009

27.4 26.1 26.929.2

33.7

5.0

10.0

15.0

20.0

0

40.0

35.0

30.0

25.0

2005 2006 2007 2008 2009

2005

20,000

40,000

60,000

80,000

0

100,000

120,000

140,000

160,000

180,000

200,000

2006 2007 2008 2009

Wire Harness OthersElectrical Lighting

46,215 51,494 55,602 70,609 81,786

88,050 82,636

97,153

100,992

77,942

2,792 5,303

5,321

5,8815,049

Revenue by Geographical Segments (S$ ’000)

Gross Profit Margin (%)

Net Assets Value per Share (cents)

20,000

40,000

60,000

80,000

0

100,000

120,000

140,000

160,000

180,000

200,000

2005 2006 2007 2008 2009

China Japan OthersAmerica

19,775

40,73537,999

41,910 41,597

87,540

78,078 93,912 100,906 77,755

15,066

14,676 16,486

4,1349,548

13,619

32,702

12,72321,047

16,617

1.7

1.1 1.1

0.6

5.2

2005

0.51.01.52.0

0

2.53.03.54.0

5.55.04.5

2006 2007 2008 2009

11.913.2 13.1

15.4

19.1

5.0

10.0

15.0

20.0

0

25.0

2005 2006 2007 2008 2009

27.4 26.1 26.929.2

33.7

5.0

10.0

15.0

20.0

0

40.0

35.0

30.0

25.0

2005 2006 2007 2008 2009

1.7

1.1 1.1

0.6

5.2

2005

0.51.01.52.0

0

2.53.03.54.0

5.55.04.5

2006 2007 2008 2009

11.913.2 13.1

15.4

19.1

5.0

10.0

15.0

20.0

0

25.0

2005 2006 2007 2008 2009

27.4 26.1 26.929.2

33.7

5.0

10.0

15.0

20.0

0

40.0

35.0

30.0

25.0

2005 2006 2007 2008 2009

5,670

4,624 4,800

5,658

15,292

2,000

4,000

6,000

8,000

10,000

0

12,000

2005 2006 2007 2008 2009



I am more than pleased to report that FY2009 proved

to be an exceptionally good year for our Group.

notwithstanding the Group’s revenue decline by 7% to

S$165 million over the year, our post-tax earnings for

FY2009 soared to a record S$12.1 million, surpassing the

S$10 million mark for the very first time. Last year FY2008,

we scored a record revenue of S$177 million but this year FY2009, we achieved an all-time high attributable earnings

delivering to our shareholders a robust EPS Earnings per share of

5.2 cents. The Group also ended the financial year with

a stronger balance sheet, as net gearing improved with

net asset value per share rose 15% to 33.7 cents. overall

in FY2009, we accomplished a milestone achievement,

delivering a sterling performance with record earnings

in the Group’s history. Furthermore, this excellence was

achieved in the midst of the worst global economic crisis

seen in decades.

Recounting the past year events, FY2009 began with

a gloomy start. The global economy was thrown into

uncertainty by the unprecedented devastating economic

crisis and its aftermath. This was a period of debacle

when most businesses began to bear the crunch of

the meltdown and ushered in the sudden dip in global

demands. Without exception, our wire harness segment

revenue plunged severely during the trough in the early

part of the year. However, the other core business of

our Group, the electrical lighting segment, performed

relatively well under such a difficult and challenging

environment, achieving a positive revenue growth over

the same period. our outstanding performance in

FY2009 has demonstrated the success of our strategic

focus on induction lighting products. In addition, China’s

fiscal stimulus policies have boosted infrastructural

developments and benefited our business greatly.

on hindsight, the global downturn has given us the

opportunity to take prudent cost management initiatives

that in turn helped to boost the Group’s bottom line.

By capitalizing on the positive factors, namely our

strategic focus, China’s incentive measures and our own

cost controls, we have defied the odds and achieved

an excellent performance in the maelstrom of a weak

economic climate.

CHAIrMAN’S MESSAGE

“last yearFY2008, we scored a record

revenue of S$177 million but this yearFY2009,

we achieved an all-time high attributable

earnings delivering to our shareholders a

robust EPSearnings per share of 5.2 cents”



OUR CORE BUSINESSES

our electrical lighting segment recorded a revenue of

S$82 million, accounting for 50% of the total Group

revenue in FY2009, as compared to 40% in the previous

year. This represented a greater revenue mix with the

most weight on the electrical lighting segment, which

had induction lamps as their major contributor. The wire

harness segment, established and operated successfully

with our joint venture partner, Sumitomo Wiring Systems

Ltd, Japan for the past few years, will still continue to

yield marginal but stable earnings for the Group, but our

induction lamps will be instrumental in making a bold

difference for our future earnings outlook. If we can

continue to keep ourselves at the forefront of technology,

sustain our competitive edge and strengthen our market

presence, induction lamps will likely be our future core-

growth engine.

INDUCTION LAMPS

The buoyant demand for our induction lamps was

underpinned by the growing awareness of this relatively

new technology having numerous technical merits.

And this underscores the success of our foresight and

commitment to widen the breadth and depth of our R&D

capabilities in the past for this ingenious technological

innovation. Export sales of our induction lamps have now

outstripped domestic sales. The increased reference

projects for our induction lamps demonstrate trust in

our competency as a lighting solution provider that can

deliver reliable and new-age lighting installations to

prominent icons such as airports, where quality, safety

and security are the major concerns. The new era of

induction lamps has emerged as the world’s population

becomes exceedingly eco-conscious and hence the

intrinsic value of induction lamps will be unlocked soon.

Being the prime mover in this field, we are privileged to

have the capabilities and competence to serve the well-

being of eco-conscious communities around the world for

years to come. To cope with the overwhelming demands

of our induction lamps, plans are afoot to expand our

production capabilities in our Fujian, nanping plant.

The first of the expanded production facilities began

its operations in 3Q09 and the second is expected to

be operational ready by 2Q10. We anticipate that these

improved facilities will step up our induction lamp

production output in the coming FY2010 to meet with

the expected demands.

FOCUS ON OUR STRENGHTS

Externally, the global economic landscape is improving,

and there is continued momentum for the China

infrastructural and environmental protection activities in

China. only a few years after its introduction, there is

now a greater awareness of induction lamps. Certainly,

this lighting technology has much to offer technically

and bodes well for the current global green movement.

Internally, we have expanded our production facilities

to capitalize on the impending boom demand of our

induction lamps, with export sales to the west on the rise.

our strong R&D capabilities keep us at the forefront of

technology. It is with this advantageous support that our

manufacturing can excel, giving the business that crucial

competitive edge. We have already made major strides

in China with our growing reputation for superior quality

and established our leadership position in this niche

industry of induction lamps. Given the firm foundation

we have laid so far, we must persist with the ongoing

efforts to further improve our operational efficiency, stay

focused and remain steadfast in executing our growth

strategies. With our pledge to succeed, the Group

will be able to further enhance shareholders’ value. In

addition to our strong position in China, we aspire to



CHAIrMAN’S MESSAGE(continued)

expand our reach to the rest of the world within the

shortest time span possible. When opportunity arises,

we will increase our global strategic collaborations with

reputable industry leaders, to bring our induction lamp

market presence to greater heights.

DIVIDENDS

Without doubt we have achieved an excellent year. The

Board of Directors is proposing a tax exempt one-tier

first and final cash dividend of 4.5% (or 0.9 cents per

share) for FY2009, subject to the shareholder’s approval

at the forthcoming Annual General Meeting. This

recommendation was made after due consideration was

given to the business expansion plans and marketing

programs that may be required and embarked upon for

the coming financial year.

WORDS OF APPRECIATION

For the past few years, we have weathered several vicious

economic cycles and each time we have come through

more vigilant and astute. We have been profitable

since our inception in 2001. Much of this success is

attributed to you. As our valued customers, you have

my heartfelt appreciation for your unwavering support.

An integral part of our success has been our support

team – good staff produces better products. To our

amazing R&D team who relentlessly invents ingenious

products. Without which, we would not have been able

to rise above the challenges. And last but never least,

to our loyal shareholders. We appreciate your faith and

patience with the Group. All of us at the Board remain

ever so grateful for your understanding and generosity

in the past and we look forward to your commitment and

continued support.

With the milestone achievement in FY2009, we are

aware that we will face the challenge of surpassing this

in the following year. nevertheless, we are confident of

our growth prospects. We pledge to continue striving

hard, to leverage our leading position and competitive

edge in order to further strengthen our induction lighting

business and deliver outstanding value to our faithful

shareholders.

Ang Chiong Chai

Executive Chairman

29 March 2010



“Significantly as a milestone,

our Post-Tax Earnings

soared to a record

S$12.1 million surpassing the

S$10 million mark for the

first time”



Mr Ang Chiong Chai Executive ChairmanMr Ang Chiong Chai is the Executive Chairman of our Company and is responsible for the overall management and the strategic development of our business. Mr Ang has more than 30 years of experience in the trade, management, and manufacturing aspects of electrical products industry. Prior to joining us in 1995, Mr Ang was the Managing Director and founder of Juan Kuang Holdings Sdn Bhd., which in 1995 entered into a joint venture with nanping Electric Equipment and Shanghai Yaming to establish our operation in the PRC. Mr Ang holds a Bachelor degree in Commerce from the nanyang University of Singapore.

Mr Chen MinExecutive DirectorMr Chen Min is responsible for the management of our PRC operations and was the pioneer of our research and development division, which has developed various advanced electrical lighting products that have won various awards in China. Mr Chen is also the founder of nanping Electrical Equipment with a team of technicians, which, in 1995, went into a joint venture with Juan Kuang Holdings Sdn. It was later on headed by our Chairman, Mr Ang Chiong Chai. Mr Chen has more than 20 years of experience in the electrical lighting industry. The State Council of Fujian has recognised his contributions in the technical engineering held with a certificate of commendation in 1992. In addition, he has been representing us as executive member of China Association of Lighting Industry Council in Beijing since 1999. Mr Chen was awarded the Fujian Province Excellent Entrepreneur in 1999.

Mr Tan Boon Kiat @ Tan Ka SengExecutive DirectorMr Tan Boon Kiat @ Tan Ka Seng is responsible for exploring business opportunities in the Company’s overseas operations. He is also a member of the Board of Directors of Shanghai Lighting Co. Ltd. and Fujian Juan Kuang Wireharness Electric Co. Ltd.

Mr Ng Kim PohNon-Executive DirectorMr ng Kim Poh provides advice and guidance to our operations and strategic directions. He has also been a director of Fujian Juan Kuang Yaming Electric Co., Limited since 1995. Currently, Mr ng is also a member of the Board of Directors of Anhui Juan Kuang Electric Co. Ltd, Shin-Feng Investments Co., Ltd., Amko Industrial Co., Ltd. (Taiwan), and Amko Industrial Co., Ltd. (British Virgin Islands). Mr ng holds a Bachelor in International Marketing from the national Chengchi University in Taiwan and a MBA degree from Tulane University (U.S.A.).

Mr Lee Poo SikNon-Executive DirectorMr Lee Poo Sik was appointed in 1995 as director of our PRC subsidiary Fujian Juan Kuang Yaming Electric Co., Limited. Mr Lee is also a member of the Board of Directors of Juan Kuang Holdings Sdn Bhd and is its senior finance director responsible for its financial operations. Mr Lee holds a Bachelor degree in Commerce (Accountancy) from the nanyang University.

Mr Kuo Shaw-JyeNon-Executive DirectorMr Kuo Shaw-Jye is currently the General Manager of Phihong Technology Co., Ltd., a listed company in Taiwan. He has more than 20 years of experience in marketing and manufacturing in the personal computer and electrical products industries. Prior to joining Phihong in 1999, Mr Kuo Shaw-Jye was the Vice President of Sales and Marketing of Clevo Computer Co., Ltd. He holds a Master’s degree in mechanical engineering from the national Cheng Kung University in Taiwan.

Mr Yu Swee SingIndependent DirectorMr Yu Swee Sing was appointed as an Independent Director on 2 May 2006. He is currently the Lead Independent Director, Chairman of the Audit Committee and a member of nominating Committee. Mr Yu graduated from Singapore Polytechnic in electronic and communication, and was the Managing Director of Enersave Holding Ltd., a listed firm in Singapore, from 1998 to 2002. Prior to that, he was the Managing Director of Ideas Engineering Private Limited.

Mr Seow Seng WeiIndependent DirectorMr Seow Seng Wei was appointed as an Independent Director on 14 December 2006. He is the Chairman of the Group’s Remuneration Committee and a member of the Audit and nominating Committee. Mr Seow graduated with a degree in civil engineering from the University of new Mexico, U.S.A. He also holds a Master’s degree in Project management from the national University of Singapore. Mr Seow, with more than 20 years of working experience in the construction industry, is currently the Managing Director of Teambuild Group of companies in construction and property management.

Mr Lee Ah Fong JamesIndependent DirectorMr Lee Ah Fong James was appointed as an Independent Director on 3 January 2007. He is the Chairman of the nominating Committee and a member of the Audit and Remuneration Committee. Mr Lee is the partner of a Singapore law firm, ng Lee & Partners. He was admitted to the Singapore Bar on 9 September 1981. He is currently a member of the Board of Trustees of the Chinese Development Assistance Council, the Vice-Chairman of Yuying Secondary School Management Committee and a Council Member of the Singapore Federation of Chinese Clan Associations.

BOArD oF DIRECToRS



LIgHTINg uP THE wOrLD THrOugH INNOvATION



COrPOrATE STRUCTURE

JKT

25%

22.5%

Associate

65%

12.5%

55%

57.4%

100%

90%

99.50%

70%

25%

65%

100%

30%

55%

35%

FUJIAN JUAN KUANG YAMINGELECTRIC LIMITED - FJKYM

Manufacturing and Sales of Induction Lamp andElectronic Balasses, Ignitors and Lighting Fixtures


A Listed Company on SGX Mainboard

MH

SHDJ

SHT

JKMI

Anhui Juan Kuang Electric Co., Ltd - AHJK

Manufacturing and Sales of Capacitors

Fujian J.K. Wiring Systems Co., Ltd - JKW

Manufacturing and sales of Wire Harness Products – Export Market

Fujian Minhang Electronics Co., Ltd - MH

Research, Development and Production of Multi-layered Ceramic Packages Products

Shanghai Yuan Ya Lighting Engineering Co., Ltd - SHCT

Project Design and Consulting, Installation and Sales of Electrical Lighting Products

Shanghai JK&YM International Trade Ltd - SHT

International trade, Import and Export of Lighting Products

Shanghai Juan Kuan Lighting Fixture Co., Ltd - SHDJ

Manufacturing and Sales of Electric Fixtures and Accessories

Shanghai Juan Kuan Lighting Co., Ltd - SHJK

Manufacturing and Sales of HID Lamps and Metal Halide Lamps

Fujian Juan Kuan Metal Industries Co., Ltd. - JKMI

Manufacturing and Sales of Fire and Burglary Resistant Safes

JKYM Trading Pte Ltd - JKT

Sales and Distribution of Fire and Burglary Resistant Safes

90%

Anhui Juan Kuang Lighting Fixture Co., Ltd - AHDJ

Manufacturing, sales and distribution of Electrical Lighting Products

Fujian Juan Kuang Wireharness Electric Ltd - JKE

Manufacturing and sales of Wire Harness Products

10LIGHTInG UP THE WoRLD

THRoUGH InnoVATIonJK YAMInG InTERnATIonAL HoLDInGS LTDAnnUAL REPoRT 2009 10

COrPOrATE InFoRMATIon

REGISTERED OFFICE160 Paya Lebar Road, #08-03/04orion Industrial BuildingSingapore 409022Tel: (65) 6846 9063Fax: (65) 6846 8212Email: [email protected]: www.jkyaming.com www.fjik.com

SHARE REGISTRARBoardroom Corporate & Advisory Services Pte Ltd50 Raffles Place #32-01Singapore Land TowerSingapore 048623

AUDITORLTC LLPCertified Public Accountants1 Raffles Place#20-02 one Raffles PlaceSingapore 048616

Partner-in-charge:Tsang Siu For ThomasAppointed since financial year ended31 December 2007

PRINCIPAL BANKERUnited overseas Bank Limited80 Raffles Place UoB PlazaSingapore 048624

BOARD OF DIRECTORSAng Chiong Chai Executive ChairmanChen Min Executive DirectorTan Boon Kiat @ Tan Ka Seng Executive DirectorLee Poo Sik Non-Executive Directorng Kim Poh Non-Executive DirectorKuo Shaw-Jye Non-Executive DirectorYu Swee Sing Independent DirectorSeow Seng Wei Independent DirectorLee Ah Fong James Independent Director

AUDIT COMMITTEEYu Swee Sing ChairmanLee Ah Fong JamesLee Poo SikSeow Seng Wei

NOMINATING COMMITTEELee Ah Fong James ChairmanYu Swee SingSeow Seng WeiAng Chiong Chaing Kim Poh

REMUNERATION COMMITTEESeow Seng Wei ChairmanLee Ah Fong Jamesng Kim Poh

COMPANY SECRETARYChua Sin @ Zen Chua Hsin



BuSINESS REVIEW

The Group demonstrated its successful strategy to focus on the development of induction lamps, which is in line with our overall approach to grow profit margins. The product dimension of our induction lamps augurs well as the world population becomes more and more green-conscious. The timing for induction lamps could not be better and the Group benefited from having such a right product at the right time especially with the infrastructure boom in the PRC. This largely attributed to the strong earnings we achieved in FY2009.

FINANCIAL PERFORMANCE

Revenue - Group revenue recorded for FY2009 was S$165million, 7% lower than that of prior year. Wire harness segment experienced a major setback in 1Q09 during the global meltdown resulting in a 23% year-on-year decline for the segment. The electrical lighting segment however accelerated a 16% revenue growth over the year. Led by induction lamps, our electrical lighting segment contributed more revenue than wire harness segment in the FY2009 under review. Gross Profit - Despite a lower revenue achieved for FY2009, overall gross profit for the group increased by 15% to S$32million. Gross profit margin was a marked improvement of 19%, or a 4% jump over the year. The Group continued to benefit from the strong growth in our induction lighting product segment, which commanded comfortable profit margins. Net Profit After Tax - Post-tax earnings recorded for FY2009 was S$12.1 million, surpassing the S$10 million mark for the first time. Besides overall improved gross profits achieved over the year, bottom line performances were also boosted by the improved profit share of an associate company, lower finance, lower legal costs and write-back of some impairment charges as spurred by the record-low interest rates and global stimulus measures. Attributable Profit - Profit attributable to equity holders for the year was S$10.5 million, against S$1.3 million of prior year. Correspondingly, this translated into an outstanding EPS Earnings per Share of 5.16 cents, significantly much higher than

the 0.62 cents of prior year. Returns on Equity – Rate of returns from shareholder’s equity for FY2009 was at a far higher 15% versus the 2% of previous year.

Financial PositionThe Group closed its FY2009 book with a stronger balance sheet, as net asset value per share rose 15% to 33.7 cents from 29.2 cents a year earlier, net borrowings were lower with a net gearing standing at an improved 0.08x while current ratio hovering at 1.43x, all pointing to the Group’s strengthened financial position for the financial year-end under review.

Current Assets - Current assets rose to S$90million at the financial year-end close, this was S$16million higher over the year. Gross trade receivable went up by S$9million with the DSo standing at 88-day. A portion of this receivable amount was in project retention. Inventory stood at a paltry lower figure of S$28million with a turnover of 80-day. Related parties’ settlement after the financial cut-off time this year largely accounted for the increase in current assets for this financial year-end.

Current Liabilities - The liabilities recorded a balance of S$63million as of this financial year-end, S$8million higher over the year. This increase was attributable to the increase in bills payable and further stretching of trade payable. Current ratio stood at 1.43x compared to the 1.34x of prior year.

Net Borrowings – notably, the Group net borrowings reduced significantly over the year. The lower borrowings status of the Group is a result of positive cash flow from its operating activities, largely contributed by the high-yield induction lamps. This translated into a much lower net gearing ratio at 0.08x for the financial year under review.

Cash Flow - The improved earnings for FY2009 has resulted in a cash increase generated from the Group’s operations. Together with a marginal positive working

12LIGHTInG UP THE WoRLD

THRoUGH InnoVATIonJK YAMInG InTERnATIonAL HoLDInGS LTDAnnUAL REPoRT 2009

the Group demonstrated the success of its strategy to focus on the development of induction lamps which is in line with our overall strategy of growing margins. the product dimension of our induction lamps augurs well as the worldwide population becoming more green conscious.

capital change, our net cash from operating activities for the year was S$15.7million compared to the S$9.0million of prior year. net cash used in the year for investing activities amounted to S$8.7million, mainly for the plant construction-in-process expansion and the acquisition of minority interests. After taking into account the net cash used to repay borrowings during the year, the Group’s free cash flow stood at a positive S$7.1million for the financial year.

BUSINESS SEGMENT REVIEW

Wire Harness SegmentImpacted by the global economic collapse, which adversely affected the worldwide automotive industry, our wire harness segment suffered a major setback in 1Q09 resulting in a 23% year-on-year revenue decline for the year under review. nevertheless, the segment still accounted for 28% of the total Group operating profit, constituting a backbone profit generator for the Group. With the current worldwide auto industry reviving phenomenally, we expect this segment to do well in the upcoming financial year. In the long run, our wire harness segment should be generating marginal but stable income for the Group, as assured by the long and advantageous established joint venture partnership with Sumitomo Wiring Systems Ltd, Japan.

Electrical Lighting SegmentDespite the global downturn affecting the market, our lighting segment accelerated its contribution by an increase of 16% to S$82million of FY2009 revenue reflecting the strength of this segment. Spearheaded by the induction lamp’s numerous merits, the strong segmental performance in FY2009 was also largely attributable to China’s stimulus measures. These incentives boosted infrastructural projects and green products. During the past year, we continued to ramp up our strategic focus on developing induction lamps, keeping ourselves at the forefront of technology and

providing leading-edge solutions to our customers while maintaining our impeccable track record. FY2009 saw our lighting products gain healthy sales growth momentum with shipments to north America and Europe on the rise. This trend also underscores the growing awareness and acceptance of our induction lighting technology in the west which augurs well as the worldwide population becomes exceedingly more green-conscious. With our expanded production facilities ready by 1Q10, we will double, if not more, our induction lamp production. This will allow us to push these exceptional products into high gear in the next financial year, and to contribute significantly to the Group’s earnings. Besides induction lamps, our electrical ballasts and lighting fixture products were also noteworthy for their positive contributions to the lighting segment in the financial year under review. In FY2009, lighting segment accounted for 50% of the total Group’s revenue but contributed 75% to the total Group’s operating profit. The strength that we see in this segment amidst the economic slowdown has underlined the huge potential of our lighting products. overall, the lighting segment has and will continue to make bold differences in the Groups’ future earnings.

Others SegmentThis is a relatively small-sized segment, contributing a mere 3% of revenue to the Group. In contrast to the other two core businesses, our semiconductor segment did not perform up to mark in FY2009. The global financial turmoil and its aftermath caused a worldwide dumping of ceramic heater products and our semiconductor division was severely squeezed. The division, our Minhang electronic (aviation), recorded a marginal loss for FY2009. Going forward, the division will be perusing its newly developed product “Core Heater Rod” which is compact in size for the new-age soldering pen. With this new strategic focus, the segment is hoping to turnaround in the next coming financial year. Equally underperforming, our fire & burglary safes division JKMI, took a continued breather and the division bottom lines for this financial year were still mired in the red in spite the improving

13JK YAMInG InTERnATIonAL HoLDInGS LTD

AnnUAL REPoRT 2009 LIGHTInG UP THE WoRLD THRoUGH InnoVATIon

economic climate. The division is currently under the management strategic direction review.

Review by Geographical SegmentsThe weakness in our wire harness segment explained the smaller pie of 47% down from 57% for the Japan segment in FY2009 whereas export sales of our lighting products to America continued to forge ahead contributing to the increased 20% up from 12% for the “America” slice. Domestic (China) sales remained at about the same market share hovering 25% over the year. In a longer term, we envisage a larger share emerging for the America and Europe segments alongside with the global green movement. Communities in the west are generally receptive to the use of our induction lamps. Being more eco-conscious and high labor cost are cited as the reasons.

Associate CompanyThe Group’s associate company JKE, engaged in the wire harness business for the China auto market, turned around their operations swiftly achieving a net profit of S$0.7million, contributing positively to the Group’s FY2009 bottom line. JKE has benefited from the recent strong recovery in China’s auto industry.

Moving Forward – Focus on our strengths and growing our margins Moving forward, we continue to be excited by the huge potential of our induction lamps. The strong performance achieved in FY2009 reinforces our belief that Group’s future growth lies primarily with induction lamps. We must continue to ride on our collective strengths. Years after it’s introduction, there is now a greater awareness of this lighting technology, which exhibits numerous technical merits. We have already made major strides in China and we will continue to ramp up our strategic focus on the development of these high-yield products. our growing reputation and superior induction lamp quality has helped us establish ourselves as the prime mover in the induction lighting industry in China. This helps us to secure more prestigious projects, which is in line with our overall strategy to grow our profit margins.

Given our strong R&D capabilities, the leadership position we hold in China, the continued momentum for China’s infrastructural, environment protection activities, the inroads which we have made in the west, the growing awareness of induction lighting technology and our expanded production readiness by 1Q10, we are uniquely well positioned to leap across towards a new era of growth. However, we must stay focused and remain steadfast in driving our operational excellence to sustain our competitiveness in the niche market of induction lamps.

ProspectsLooking ahead, we are currently well positioned to benefit from the rising demand of induction lamps. We expect the growth momentum of these technologically advanced products to continue to serve as the growth catalyst in the Group’s future earnings.

on the wire harness segment, we expect this part of our Group to restore fully and perform well, contributing positively to the Group moving forward. The recent strong Asia recovery in auto industry has given us this growing confidence.

Hence, with the current improving economic outlook, the global green movement and our competitive strength in the induction lamp market, our Group’s potential earnings outlook should be favorable, growing solidly from strength to strength.

BuSINESS REVIEW(continued)



MOvINg FOrwArD FOCuS ON Our STrENgTHS

AND grOwINg Our MArgINS



COrPOrATE ITEMS

Corporate Governance Statement 17Financial Statements

Directors’ Report 27Statement by Directors 29Independent Auditors’ Report 30Consolidated Statement of Comprehensive Income 32Balance Sheets 33Consolidated Statement of Changes In Equity 34Consolidated Statement of Cash Flows 35notes to the Financial Statements 37

Shareholders’ Information 80notice of Annual General Meeting 82Proxy Form

The Company is committed to maintaining a high standard of corporate governance within the Company and its subsidiaries. The Company is adopting the corporate governance practices contained in the Code of Corporate Governance 2005 (the “Code”) so as to ensure greater transparency and protection of shareholders’ interests. This report discusses the Company’s corporate governance processes and activities with reference to the Code.

BOARD MATTERS

The Board’s Conduct of its Affairs

Principal 1 Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the success of the Company. The Board works with Management to achieve this and the management remains accountable to the Board

The Board has the responsibility for the overall management of the Group. It establishes the corporate strategies of the Group, sets direction and goals for the executive management. It supervises the executive management and monitors performance of these goals to enhance shareholders’ value. The Board is responsible for the overall corporate governance of the Group.

To assist in the execution of its responsibilities, the Board has established an Audit Committee, a Nominating Committee and a Remuneration Committee. These committees function within clearly defined terms of references and operating procedures, which are reviewed on a regular basis. The effectiveness of each committee is also constantly reviewed by the Board. The roles and responsibilities of these committees are provided for in the latter sections of this Annual Report.

The full Board meets on a regular basis and as when necessary to address any specific significant matters that may arise.

As provided under the Articles of Association of the Company, the Directors of the Company may participate in any meeting of the Board by means of telephone conference or other similar communication equipment which will permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously.

The number of Board and Board Committee meetings held during the financial year ended 31 December 2009 (“FY2009”) and the attendance of each Director where relevant are as follows:

Board Audit CommitteeNominating Committee

Remuneration Committee

No. of meetings 4 4 2 1No. of meetings attended by respective DirectorsAng Chiong Chai 4 N/A 2 N/AChen Min 2 N/A N/A N/ATan Boon Kiat @ Tan Ka Seng 4 N/A N/A N/ALee Poo Sik 4 4 N/A N/ADato’ Ng Kim Poh 4 N/A 1 1Kuo, Shaw-Jye 2 N/A N/A N/AYu Swee Sing 4 4 2 N/ASeow Seng Wei 4 *2 2 1Lee Ah Fong James 3 3 2 1

* Mr. Seow Seng Wei was appointed to the Audit Committee as a member, with effect from 25 May 2009.

Corporate Governance statement

JK YAMING INTERNATIONAL HOLDINGS LTDANNUAL REPORT 2009 17

LIGHTING UP THE WORLD THROUGH INNOVATION


The Board has identified of the following areas for which the Board has direct responsibility for decision-making :-

• Approvalofmajorinvestmentsandfundingdecisions;• Approvalofquarterlyandfullyearresultannouncements;• ApprovaloftheAnnualReportsandAuditedFinancialStatements;• ConveningofShareholders’Meetings;• ApprovalofCorporateStrategies;and• Approvalofmaterialacquisitionsanddisposalofassets.

Visits to the Group’s production facilities are also arranged to acquaint the Non-Executives Directors with the Group’s operations.

Board Composition And Guidance

Principal 2 There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to dominate the Board’s decision making.

The Board of Directors comprises the following nine (9) Directors, three (3) of whom are Independent Directors :-

(i) Mr. Ang Chiong Chai (Executive Chairman)(ii) Mr. Chen Min (Executive Director)(iii) Mr. Tan Boon Kiat @ Tan Ka Seng (Executive Director)(iv) Mr. Lee Poo Sik (Non-Executive Director)(v) Dato’ Ng Kim Poh (Non-Executive Director)(vi) Mr Kuo Shaw-Jye (Non-Executive Director)(vii) Mr. Yu Swee Sing (Independent Director)(viii) Mr. Seow Seng Wei (Independent Director)(ix) Mr. Lee Ah Fong James (Independent Director)

On an annual basis and upon notification by an Independent Director of a change in circumstances, the Nominating Committee will review the independence of each Independent Director based on the criteria for independence defined in the Code and recommends to the Board as to whether the Director is to be considered independent.

The Board examines its size and composition and after taking into account the nature and scope of the Company’s operations, is of the opinion that the current Board, with its diversified background and experience, provides core competencies such as finance, accounting, legal, business management, industry knowledge and strategic planning experience, is appropriate and effective to ensure the balance of power and authority to facilitate effective decision making.

Key information regarding the Directors are provided on page 8.

Chairman And Chief Executive Officer

Principal 3 There should be a clear division of responsibilities at the top of the company – the working of the Board and the executive responsibility of the company’s business – which will ensure a balance of power and authority, such that no one individual represents a considerable concentration of power.

The Group’s Executive Chairman, Mr. Ang Chiong Chai, also assumes the role of the Chief Executive Officer (“CEO”). The Board is of the view that it is in the best interests of the Group to adopt a single leadership structure, and that there are sufficient safeguards in place to ensure that the management is accountable to the Board as a whole.




The Chairman / CEO ensures that Board meetings are held when necessary, sets Board meeting agenda and reviews Board papers prior to presenting them to the Board. The Chairman / CEO also ensures that Board members are provided with complete, adequate and timely information on a regular basis to enable them to be fully cognisant of the affairs of the Group.

Mr. Yu Swee Sing acts as the Group’s Lead Independent Director to whom any concerns about the Group may be conveyedto.Anysuchconcernsmaybesenttohise-mailaddressatssyu@jkyaming.com.

Board Membership

Principal 4 There should be a formal and transparent process for the appointment of new directors to the Board.

TheNominatingCommittee (“NC”) comprises the following five (5)members, amajority ofwhom including theChairman of the NC, are Independent Directors. The Chairman of the NC is also not associated with any substantial shareholder of the Company.

Mr. Lee Ah Fong James (Chairman)Mr. Yu Swee Sing (Member)Dato’ Ng Kim Poh (Member)Mr. Ang Chiong Chai (Member)Mr. Seow Seng Wei (Member)

The NC is governed by the NC Terms of Reference which describes the duties and functions of the NC. The NC’s principal functions are as follows:

(a) To make recommendations to the Board on all board appointments having regard to the Director’s contribution andperformance(e.g.attendance,preparedness,participation,candourandanyothersalientfactors);

(b) TodeterminetheindependenceoftheDirectorsannually;(c) To determine whether a Director is able to and has adequately carried out his duties as a Director of the Company,

wheretheDirectorhasmultipleBoardrepresentations;and(d) TodecidehowtheBoard’sperformancemaybeevaluatedandproposeobjectiveperformancecriteriathatallow

comparison with industry peers, for approval by the Board.

The Articles of Association of the Company provides that one-third (1/3) of the Directors (or if their number is not a multiple of three (3), the number nearest to but not less than one third (1/3)) shall retire from office by rotation at each Annual General Meeting (“AGM”). Accordingly, the Directors submit themselves for re-nomination and re-election at regular intervals of at least once every three (3) years. A retiring Director shall be eligible for re-election.

The details of Directors who will retire by rotation at the forthcoming AGM, Mr. Chen Min, Mr. Lee Ah Fong James and Mr. Seow Seng Wei, are disclosed on page 8 of this Annual Report.

The Directors of or over 70 years of age are required to be re-elected every year at the AGM under Section 153(6) of the Companies Act, Chapter Cap 50 (“the Act”) before they could continue in the office as Director.

The details of Directors who submitted themselves for re-appointment under Section 153(6) of the Act at the forthcoming AGM, Mr Ang Chiong Chai and Mr Tan Boon Kiat @ Tan Ka Seng, are disclosed on page 8 of this Annual Report.

Where a vacancy arises, the NC will consider each candidate for directorship based on the selection criteria determined after consultation with the Board and after taking into consideration the qualification and experience of such candidate, his/her ability to increase the effectiveness of the Board and to add value to the Group’s business in line with its strategicobjectives,theNCwillrecommendthecandidatetotheBoardforapproval.UndertheArticlesofAssociationof the Company, a newly appointed Director shall retire at the AGM following his/her appointment and he/she shall be eligible for re-election.



Board Performance

Principal 5 There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board.

The NC reviews and evaluates the performance of the Board as a whole, taking into consideration the attendance record at the meetings of the Board and the Board Committees and also the contribution of each Director to the effectiveness of the Board.

Other than attendance records at meetings, the contribution of individual Directors are also measured by other performance criteria which the Board may propose. These include a benchmark index of its industry peers, return on assets, return on equity, return on investment, economic value added and profitability on capital employed.

Access To Information

Principal 6 In order to fulfil their responsibilities, Board members should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis.

The Board has separate and independent access to senior management and the company secretary at all times. Requests for information from the Board are dealt with promptly by the management. The Board is informed of all material events and transactions as and when they occur. The management provides the Board with quarterly and full-year financial results, progress reports of the Group’s operations, corporate development, regulatory updates, business development and audit reports. The management also seek consultation from the Board regularly whenever necessary and appropriate. The Board is issued with the meeting agenda and Board papers on a timely basis prior to any Board meetings.

The company secretary administers, attends and prepares minutes of the Board and Board Committee meetings, and assists the Chairman in ensuring that Board procedures are followed and reviewed so that the Board functions effectively and the Company’s Memorandum and Articles of Association, Listing Manual of SGX-ST and other relevant rules and regulations applicable to the Company are complied with. The appointment and removal of the company secretary are decided by the Board as a whole.

The Board in fulfilling its responsibilities can, whether as a group or individually, when deemed fit, direct the Company to appoint professional advisers to render professional advice.

REMuNERATION MATTERs

Principal 7 There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration.

The Remuneration Committee (“RC”) comprises the following three (3) members, all of whom are Non-Executive Directorsandamajority,includingtheChairmanoftheRCareIndependentDirectors:-

Mr. Seow Seng Wei (Chairman)Mr. Lee Ah Fong James (Member)Dato’ Ng Kim Poh (Member)




The RC is governed by the RC’s Terms of Reference which describes the duties and the powers of the RC. The functions of the RC are :-

(a) to recommend to the Board a framework of remuneration for the Board and key executives, and to determine specific remuneration packages for each Executive Director, which covers all aspects of remuneration including butnotlimitedtodirectors’fees,salaries,allowances,bonuses,optionsandbenefitsinkind;

(b) in the case of service contracts of Directors, to review and to recommend to the Board, the terms of renewal of service contracts and to consider the compensation commitments of the service contracts in the event of early termination;and

(c) to retain such professional consultancy firm deemed necessary to enable the RC to discharge their duties satisfactorily.

The RC’s recommendations are made in consultation with the Chairman of the Board and submitted to the entire Board for endorsement.

No Director is involved in the discussion and in deciding his own remuneration.

Level And Mix Of Remuneration

Principal 8 The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive directors’ remuneration should be structured so as to link rewards to corporate and individual performance.

In setting remuneration packages, the RC will take into consideration the pay and employment conditions within the industry and comparable companies. The remuneration of Non-Executive Directors will also be reviewed to ensure that their remuneration commensurate with the contribution and responsibilities of each Non-Executive Directors.

ThepaymentofDirectors’feestoNon-ExecutiveDirectorsaresubjecttoapprovalbyshareholdersattheCompany’sAGM.

Disclosure On Remuneration

Principal 9 Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure for setting remuneration, in the company’s annual report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key executives and performance.

The remuneration of the Directors and the key executives, who are not Directors of the Company, for FY2009, are disclosed below. The disclosure is to enable investors to understand the link between remuneration paid to Directors and key executives, and their performance.




The breakdown (in percentage terms) of each Directors’ and key executives’ remuneration for FY2009 are as follows: -

NameRemuneration Band

s$salary

%Bonus

%

Fringe Benefits

%

Directors’ Fees

% Total

DirectorsAng Chiong Chai Between S$250,000

and S$500,00075 22 3 - 100

Chen Min Below S$250,000 98 - 2 - 100Tan Boon Kiat @ Tan Ka Seng

Below S$250,000Below S$250,000

93 7 - - 100

Lee Poo Sik Below S$250,000 - - - 100 100Dato’ Ng Kim Poh Below S$250,000 - - - 100 100Kuo Shaw-Jye Below S$250,000 - - - 100 100Yu Swee Sing Below S$250,000 - - - 100 100Seow Seng Wei Below S$250,000 - - - 100 100Lee Ah Fong James Below S$250,000 - - - 100 100

Key ExecutivesZhen Qing Fa Below S$250,000 46 46 8 - 100Wen Hai Bo Below S$250,000 81 16 3 - 100Zhang He Quan Below S$250,000 31 67 2 - 100Chen He Ping Below S$250,000 29 70 1 - 100Sun Shi Ping Below S$250,000 30 68 2 - 100

The Company does not have any employee who is an immediate family member of a Director or CEO, and whose remuneration for FY2009 exceeds S$150,000.

ACCOuNTABILITY AND AuDIT

Accountability

Principal 10 The Board should present a balanced and understandable assessment of the Company’s performance, position and prospects.

The Board is responsible to provide a balanced and understandable assessment of the Company’s performance, position and prospects, to its shareholders, the public and regulators.

The Board is accountable to the shareholders and is mindful of its obligations to furnish timely information and to ensure full disclosure of material information to shareholders in compliance with statutory requirements and the Listing Manual of SGX-ST.

Price sensitive information will be publicly released either before the Company meets with any group of investors or analysts or simultaneously with such meetings. Financial results and annual reports will be announced or issued within the statutory prescribed periods.




Audit Committee

Principal 11 The Board should establish an Audit Committee (“AC”) with written terms of reference which clearly set out its authority and duties.

The Audit Committee (“AC”) comprises the following four (4) members, all of whom are Non-Executive Directors and amajority,includingtheChairmanoftheAC,areIndependentDirectors:-

Mr. Yu Swee Sing (Chairman)Mr. Lee Ah Fong James (Member)Mr. Lee Poo Sik (Member)Mr. Seow Seng Wei (Member)

The AC is governed by the AC Terms of Reference which highlights its duties and functions. The functions of the AC are as follows:-

(a) to review with external auditors their audit plan, their audit report and their evaluation of the Group’s system of internalaccountingcontrols;

(b) to review the quarterly and full-year financial results of the Company and the Consolidated Financial Statements oftheGroup,beforetheyarepresentedtotheBoard;

(c) toreviewthescopeandresultsofauditanditscosteffectivenessandtheindependenceandobjectivityoftheexternal auditors. Where the external auditors also supply a substantial volume of non-audit services to the Company,toreviewthenatureandextentofsuchservicestomaintainthebalanceofobjectivityandvalueformoney;

(d) to review annually the effectiveness of the Company’s material internal controls including financial, operational andcompliancecontrolandriskmanagement;

(e) toreviewtheassistancegivenbythemanagementtotheexternalauditors;

(f) to ensure that the internal audit function is adequately resourced and has appropriate standing within the Companyandtoreviewtheadequacyofthefunctionannually;

(g) toreviewthescopeandresultsoftheinternalauditprocedures;

(h) tofollowupontheimplementationofinternalcontrolprocedures;

(i) tomeetwiththeexternalandinternalauditorswithoutthepresenceofthemanagement,annually;

(j) toreviewanyinterestedpersonstransactions;

(k) toreviewtheindependenceoftheexternalauditorsannually;and

(l) to consider the appointment and re-appointment of the external auditors.

The AC has the power to conduct or authorize investigations into any matters within the AC’s scope of responsibility. The AC is authorized to obtain independent professional advice if it deems necessary in the discharge of its duties and responsibilities. Such expenses are to be borne by the Company.

The AC has full access to and co-operation of the Company’s management and has full discretion to invite any Director or executive officer to attend the AC meetings, and has been given reasonable resources to enable it to discharge its functions.




During the FY2009, the AC met four (4) times to discuss the following matters:-

(a) reviewed the External Auditors’ findings presented by Messrs LTC LLP (“LTC”) in respect of the statutory audit oftheaccountsoftheGroupforthefinancialyearended31December2009;

(b) reviewed the quarterly and full-year unaudited results announcements, before recommending it to the Board for approval;

(c) reviewed the nature and extent of non-audit services provided by LTC during FY2008 and reviewed their independence;

(d) received and approved the External Audit Plan for the financial year ended 31 December 2009, by the External Auditors;

(e) reviewedtheInternalAuditfindingsandtheGroup’sInternalAuditprocessandInternalControlSystem;(f) reviewed the draft Circular to Shareholders in relation to the Renewal of Interested Persons Transactions Mandate,

beforerecommendingittotheBoardforapproval;(g) reviewedandapprovedanyinterestedpersonstransactions;and(h) reviewed the excerpt of the AC’s disclosure in the Corporate Governance Statement of the Company’s 2008

Annual Report.

During FY2009, upon recommendation by the AC and Board, the shareholders of the Company had during the AGM of the Company held on 24 April 2009, appointed LTC, as the Company’s external auditors for FY2009.

The AC, having reviewed the range and value of non-audit services performed by LTC and being satisfied that the natureandextentofsuchserviceswillnotprejudicetheindependenceandobjectivityoftheexternalauditors,arepleased to confirm their re-nomination.

There was no non-audit fee paid / payable to the auditor of the Company for the financial year ended 31 December 2009.

The Company has in place a Whistle-Blower Policy and Procedure for the Group to enable persons employed within the Group a channel to report any suspicions of non-compliance with regulations, policies and fraud, etc, to the appropriateauthorityforresolution,withoutanyprejudicialimplicationsfortheseemployees.TheAChasbeenvestedwith the power and authority to receive, investigate and enforce appropriate action when any such non-compliance matter is brought to its attention.

Internal Controls

Principal 12 The Board should ensure that the Management maintains a sound system of internal controls to safeguard the shareholders’ investments and the company’s assets.

It is in the opinion of the Board that, in the absence of evidence to the contrary, the system of internal controls maintained by the Company’s management and that was in place throughout FY2009 and up to the date of this Annual Report provides reasonable, but not absolute, assurance against material financial misstatements or losses, and includes the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate legislation, regulations and best practices, and the identification and containment of financial, operational and compliance risks. The Board notes that all internal control systems contain inherent limitations and no system of internal controls could provide absolute assurance against the occurrence of materialerrors,poorjudgmentindecision-making,humanerrorlosses,fraudorotherirregularities.




Internal Audit

Principal 13 The company should establish an internal audit function that is independent of the activities it audits.

The Company outsources its internal audit function to an external professional firm, who reports directly to the ChairmanofACandadministrativelytotheChairmanoftheBoard.Theobjectiveoftheinternalauditfunctionistodetermine whether the Group’s risk management, control and governance processes, as designed by the Company, is adequate and functioning in the required manner. The internal auditors have identified the Group’s main business processes and developed an audit plan that covers the main business process over a 1-2 year audit cycle.

The AC will review the adequacy of the internal audit function annually and ensures that the internal audit function is adequately resourced and has appropriate standing within the Company.

COMMUNICATION WITH SHAREHOLDERS

Principal 14 Companies should engage in regular, effective and fair communication with shareholders.

Principal 15 Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to communicate their views on various matters affecting the company.

The Company does not practise selective disclosure. In line with continuous obligations of the Company pursuant to theListingRulesofSGX-ST, theBoard’spolicy is thatall shareholders shouldbeequally informedofallmajordevelopments impacting the Group.

Information are disseminated to shareholders on a timely basis through:

• AnnouncementsandnewsreleasestoSGX-ST;and• AnnualReportspreparedandissuedtoallshareholders.

At the Company’s shareholders’ meetings, shareholders are given the opportunity to voice their views and ask Directors or management questions regarding the Company. The Chairmen of the AC, RC and NC will normally be present at AGMs to answer any questions relating to the work of these committees.

There are separate resolutions at the shareholders’ meetings to address each distinct issue. The Articles of Association of the Company allow a member of the Company to appoint not more than two (2) proxies to attend and vote on behalf of the member.

RISK MANAGEMENT

The Company regularly reviews and improves its business and operational activities to identify areas of significant business risks as well as take appropriate measures to control and mitigate these risks. The Company reviews all significant control policies and procedures and highlights all significant matters to the AC and Board.

DEALING IN SECURITIES

In line with the Rule 1207(18) of the Listing Manual of SGX-ST, the Company has in place a policy prohibiting share dealings by Directors and employees of the Group for the period of two (2) weeks prior to the results announcement of the Company’s first three (3) quarters of its financial year and one (1) month before the full-year of its financial year. Directors and employees are expected to observe the insider trading laws at all times even when dealing in securities within permitted trading period.




MATERIAL CONTRACTS

There were no material contracts entered into by the Company or any of its subsidiaries involving the interest of any Director, the CEO or controlling shareholders that are either still subsisting at the end of FY2009 or entered into during FY2009.

INTERESTED PERSONS TRANSACTIONS

The Company has established internal control polices to ensure that transactions with interested persons are reported to the AC in a timely manner and are properly reviewed and approved to ensure that they are conducted on an arms’ lengthbasisandarenotprejudicialtotheinterestoftheshareholders.

The Company seeks annual renewal of a general mandate from its shareholders for those recurrent transactions of revenue or trading nature or those necessary for its day-to-day operations.

Information required to be disclosed in respect of FY2009 are as follows :

Name of Interested Person

Aggregate value of all interested person transactions

(excluding transactions less than $100,000 and transactions conducted

under shareholders’ mandate pursuant to Listing Manual

Rule 920)

Aggregate value of all interested person

transactions, conducted under the shareholder’s

mandate pursuant to Rule 920 (excluding transactions

less than $100,000)Juan Kuang Holding Sdn Bhd and its subsidiaries 0 457,000Juan Kuang Pte Ltd 0 406,000




The directors present their report to the members together with the audited financial statements of the Group for the financial year ended 31 December 2009 and the balance sheet of the Company as at 31 December 2009.

Directors

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

Ang Chiong Chai (Executive Chairman)Chen MinTan Boon Kiat @ Tan Ka SengLee Poo SikNg Kim PohKuo Shaw-JyeYu Swee Sing Seow Seng Wei Lee Ah Fong James

Arrangements to enable directors to acquire shares or debentures

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objectwastoenablethedirectorsoftheCompanytoacquirebenefitsbymeansoftheacquisitionofsharesin,ordebentures of, the Company or any other body corporate.

Directors’ interests in shares and debentures

(a) According to the register of directors’ shareholdings kept by the Company for purposes of Section 164 of the Singapore Company Act, Cap.50, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company and related corporations, except as follows:

Holdings registered in name of director or nominee

Holdings in which a director is deemed to have an interest

At 1.1.2009 At 1.1.2009 or date of or date of

appointment, appointment,At 31.12.2009 if later At 31.12.2009 if later

(Ordinary shares of the Company) Ang Chiong Chai 36,136,040 36,136,040 49,722,225 49,222,225Chen Min - - 17,024,750 17,024,750Tan Boon Kiat @ Tan Ka Seng 5 5 - -Lee Poo Sik 100,000 120,000 - -Ng Kim Poh 827,000 827,000 21,913,155 21,913,155

(b) None of the directors holding office at the end of the financial year had any interests in the options to subscribe for ordinary shares of the Company.

DIreCtorS’ rePortFor the financial year ended 31 December 2009



Directors’ interests in shares and debentures (cont’d)

(c) Mr Ang Chiong Chai, who by virtue of his direct and deemed interest of not less than 20% of the issued capital of the Company, is deemed to have an interest in the shares of the various subsidiaries and an associate held by the Company as disclosed in Note 15 and 16 to the financial statements.

(d) The directors’ interests in the shares of the Company as at 21 January 2010 were the same as those as at 31 December 2009.

Directors’ contractual benefits

Since the end of the previous financial year, no director has received or become entitled to receive a benefit 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, except as disclosed in the financial statements and in this report, and except that Mr Ang Chiong Chai and Mr Tan Boon Kiat @ Tan Ka Seng have employment relationship with the Company, and Mr Chen Min has an employment relationship with a subsidiary, and they have received remuneration in those capacities.

share options

There were no options granted during the financial year to any person to subscribe for unissued shares of the Company or its subsidiaries.

No shares have been issued during the financial year by virtue of any exercise of options to take up unissued shares of the Company or it subsidiaries.

There were no unissued shares of the Company or its subsidiaries under option at the end of the financial year.

Independent auditors

The independent auditors, LTC LLP, have expressed their willingness to accept re-appointment.

On behalf of the directors

ANG CHIONG CHAIExecutive Chairman

TAN BOON KIAT @ TAN KA SENGExecutive Director

Singapore, 29 March 2010

DIreCtorS’ rePortFor the financial year ended 31 December 2009



In the opinion of the directors,

(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 32 to 79 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 31 December 2009 and of the results of the business, changes in equity and cash flows of the Group for the financialyearthenendedonthatdate;and

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

On behalf of the directors


TAN BOON KIAT @ TAN KA SENGExecutive Director


StateMeNt BY DIrectorsFor the financial year ended 31 December 2009



We have audited the accompanying financial statements of JK Yaming International Holdings Ltd (the “Company”) and its subsidiaries (the “Group”) set out on pages 32 to 79, which comprise the balance sheets of the Company and of the Group as at 31 December 2009, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows of the Group for the financial year ended 31 December 2009, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards. This responsibility includes:

(a) devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance thatassetsaresafeguardedagainst loss fromunauthoriseduseordisposition;and transactionsareproperlyauthorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accountsandbalancesheetsandtomaintainaccountabilityofassets;

(b) selectingandapplyingappropriateaccountingpolicies;and

(c) making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

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 comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Theproceduresselecteddependontheauditor’s judgment, includingtheassessmentof therisksofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion,

a) the balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2009 and the results, changesinequityandcashflowsoftheGroupforthefinancialyearendedonthatdate;and

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

INDepeNDeNt aUDItors’ rePortTO THE MEMBERS OF JK YAMING INTERNATIONAL HOLDINGS LTDFor the financial year ended 31 December 2009



Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 29 to the financial statements.

A claim was lodged by Segue electronic, Inc (“Segue”) and Shine Capacitors, LLC (”Shine”) (“Segue” and “Shine” collectivelythe“Plaintiffs”)againsttheCompanyandtwoofitssubsidiaries,FujianJuanKuangYamingElectricLimited( “FJKYM”) and Anhui Juan Kuang Electric Co. Ltd. ( “AHJK”) (the Company, “FJKYM” and “AHJK” collectively the “Defendants”) in the State Court of California, the United States of America (“US”) in year 2005.

The Plaintiffs have claimed monetary damages for loss of profits, loss of sales and consequential damages for breach of contracts. The Defendants have filed cross-complaint and response to dismiss the claims and are defending their actions.

Claims of monetary damages against the Company

On13September2007,thetrialcourtinUSenteredalegaljudgmentinfavoroftheCompanyduringaspecialhearingonsummaryjudgmentfiledbytheCompany.ThisresultedintheCompany’sdismissalfromthecase.However,thePlaintiffsmadeasubsequentappealandtheCaliforniaCourtofAppealhasoverturnedtheaforesaidjudgmentinApril 2009 and returned the case to the trial court level in June 2009. The trial court has not taken any action to issue a pre-trial and trial schedule to the Company. In the event that the case against the Company is to pursue further, the Directors of the Company believe that there is reasonable chance that the Company would succeed. This view is based on the advice of the Company’s legal counsel in US on the case to date.

Claims of monetary damages against FJKYM and AHJK

DuringthejurytrialinSeptemberandOctober2008heldinCaliforniaSuperiorCourt,thejuryawardedSegueUS$3.9million(equivalentto$5.5million)indamagesagainstAHJKandnodamagesagainstFJKYM.ThejuryawardednodamagestoShine.Post-trialbriefinghasbeencompletedandthetrialcourtjudgedeclinedtooverturntheverdictfor Segue against AHJK. It also declined to find liability for Segue against FJKYM and for Shine against either AHJK or FJKYM.

Both Segue and Shine have filed a notice of appeal. Similarly, AHJK has also filed a notice of appeal and intends to request that verdict against AHJK be overturned. Opening briefs for both sides are scheduled to be filed around 31 March 2010.

The Directors of the Company are of the view that the above award of US$ 3.9 million lacks merit and the amount awarded was excessive. It is the Company’s US legal counsel’s view, as indicated in the appeal documents, that there wasinsufficientevidencetosupportthejury’sawardandtherearealsoafewotherpersuasiveargumentssupportingAHJK.TheDirectorsoftheCompanyarereasonablyconfidentthatthisjudgmentonAHJKwillbereversedoratleasthas the awarded sum reduced, on the main contention that it is contrary to the evidence since, as the undisputed evidence showed, there was never any contract directly entered between AHJK and Segue.

In addition, legal advice obtained from the Company’s legal counsel in the People’s Republic of China (“PRC”) indicates thattheabovementionedjudgmentisnotlegallyenforceableinthePRCjurisdiction.Accordingly,theDirectorsoftheCompanyareoftheviewthatitisnotlikelyforAHJKtosettlethesaidjudgmentunderthepresentcircumstances.

Based on the circumstances described above, it is not probable that an outflow of resources embodying economic benefitsfromAHJKwillberequiredtosettlethejudgmentpresently.Assuch,noprovisionforliabilityhasbeenmadein the financial statements.

LTC LLPPublic Accountants andCertified Public Accountants


INDepeNDeNt aUDItors’ rePortTO THE MEMBERS OF JK YAMING INTERNATIONAL HOLDINGS LTDFor the financial year ended 31 December 2009



GroupNote 2009 2008

$’000 $’000

Revenue 5 164,777 177,482Cost of sales (133,235) (150,130)

Gross profit 31,542 27,352

Other income - (net) 5 3,269 1,538

Expenses - Distribution and marketing (5,165) (4,471) - Administrative (13,665) (16,165) - Finance 7 (924) (1,977)

Share of profit/(loss) of an associate 16 235 (619)

Profit before income tax 15,292 5,658

Income tax expense 9 (3,211) (2,559)

Net profit for the financial year 12,081 3,099

Other comprehensive income

Currency translation differences arising from consolidation (1,716) 4,479

Total comprehensive income 10,365 7,578

Profit attributable to:Equity holders of the Company 10,468 1,252Minority interests 1,613 1,847

12,081 3,099Total comprehensive income attributable to:Equity holders of the Company 9,264 4,622Minority interests 1,101 2,956

10,365 7,578

Earnings per share for net profit attributable to equity holders of the Company (expressed in cents per share)

– Basic and diluted 10 5.16 0.62

CoNSoLIDateD statement oF comPreHensIve IncomeFor the financial year ended 31 December 2009

The accounting policies and explanatory notes form an integral part of the consolidated financial statements.



Group CompanyNote 2009 2008 2009 2008

$’000 $’000 $’000 $’000AssETs Current assets Cash and cash equivalents 11 15,869 11,653 1 - Trade and other receivables 12 41,406 29,310 6,059 515Inventories 13 28,207 30,753 - - Other current assets 14 4,212 1,992 7 6

89,694 73,708 6,067 521

Non-current assetsInvestments in subsidiaries 15 - - 46,193 44,274Investment in an associate 16 1,327 1,248 1,125 1,009Property, plant and equipment 17 47,329 47,559 1,364 1,452Investment properties 18 7,478 7,682 - - Intangible assets 19 1,578 758 - -

57,712 57,247 48,682 46,735

Total assets 147,406 130,955 54,749 47,256

LIABILITIEsCurrent liabilitiesTrade and other payables 20 34,895 25,082 382 581Bill payables 6,432 3,905 - - Borrowings 21 19,186 23,944 3,387 4,013Current income tax liabilities 9 2,126 1,715 - - Deferred income tax liabilities 23 165 169 - -

62,804 54,815 3,769 4,594

Non-current liabilitiesBorrowings 21 1,948 1,457 1,948 1,457

Total liabilities 64,752 56,272 5,717 6,051

NET AssETs 82,654 74,683 49,032 41,205

EQuITYCapital and reserves attributable to equity

holders of the CompanyShare capital 24 40,862 40,862 40,862 40,862Other reserves 25 4,656 5,860 - - Statutory reserves 26 6,687 4,572 - - Retained earnings 16,224 7,871 8,170 343

68,429 59,165 49,032 41,205Minority interests 14,225 15,518 - -

TOTAL EQuITY 82,654 74,683 49,032 41,205

BaLaNCe sHeetsAs at 31 December 2009




<––– Attributable to equity holders of the Company –––>

NoteSharecapital

Other reserves

Statutory reserves

Retained earnings Total

Minority interests

Total equity

$’000 $’000 $’000 $’000 $’000 $’000 $’000GroupBalance at 1 January 2009 40,862 5,860 4,572 7,871 59,165 15,518 74,683Total comprehensive income

for the year - (1,204) - 10,468 9,264 1,101 10,365Transfer from retained

earnings to statutory reserves 26 - - 2,115 (2,115) - - -

Acquisition of additional interests in a subsidiary - - - - - (1,412) (1,412)

Capital contribution from minority interests of a newly incorporated subsidiary - - - - - 411 411

Dividends paid - - - - - (1,393) (1,393)Balance at 31 December

2009 40,862 4,656 6,687 16,224 68,429 14,225 82,654

Balance at 1 January 2008 40,862 2,490 3,578 7,613 54,543 13,332 67,875Total comprehensive income

for the year - 3,370 - 1,252 4,622 2,956 7,578Deemed disposal of a

subsidiary - - - - - (770) (770)Transfer from retained

earnings to statutory reserves 26 - - 994 (994) - - -

Balance at 31 December 2008 40,862 5,860 4,572 7,871 59,165 15,518 74,683

CoNSoLIDateD statement oF cHanGes In eQUItYFor the financial year ended 31 December 2009




GroupNote 2009 2008

$’000 $’000Cash flows from operating activities Net profit for the financial year 12,081 3,099Adjustmentsfor: Income tax expense 3,211 2,559 Depreciation of property, plant and equipment 5,774 5,490 Amortisation of intangible assets 82 78 Interest expenses 1,122 1,904 Interest income (304) (240)Lossfromfairvalueadjustmentofaninvestmentproperty 15 18 Gain on disposal of property, plant and equipment (7) (375) Gain on deemed disposal of a subsidiary - (11) Share of (profit)/ loss of an associate (235) 619 Unrealised currency translation (gains)/losses (494) 1,821Operating cash flow before working capital changes 21,245 14,962

Changes in operating assets and liabilities - inventories 2,546 568 - trade and other receivables (12,096) 6,959 - other current assets (2,220) 1,033 - trade and other payables 9,813 (11,421)Cash generated from operations 19,288 12,101Interest received 304 240Interest paid (1,122) (1,904)Income tax paid (2,742) (1,465)Net cash generated from operating activities 15,728 8,972

Cash flows from investing activities Acquisition of additional interests in a subsidiary (2,235) -Capital contribution from minority interests of a newly incorporated

subsidiary 411 -Proceeds from disposal of property, plant and equipment 129 1,199Purchases of property, plant and equipment (6,840) (4,903)Additions of intangible assets (124) (45)Net cash outflow from deemed disposal of a subsidiary - (60)Net cash used in investing activities (8,659) (3,809)

Cash flows from financing activities Proceeds from borrowings 27,847 39,577Additions/(repayment) of bill payables 2,527 (869)Repayment of borrowings (31,178) (42,231)Pledged in bank deposits (4,992) -Dividends - minority interests (1,393) -Net cash used in financing activities (7,189) (3,523)

Net (decrease)/increase in cash and cash equivalents (120) 1,640Effects of exchange rate changes on cash and cash equivalents (287) 601Cash and cash equivalents at beginning of the financial year 11,255 9,014Cash and cash equivalents at end of the financial year 11 10,848 11,255

CoNSoLIDateD statement oF casH FLoWsFor the financial year ended 31 December 2009




Deemed disposal of a subsidiary

On31January2008,theGroup’seffectiveequityinterestinoneofitssubsidiaries,FujianJuanKuangWireharnessElectric Limited, (“JKE”) was diluted from 69.2% to 34.6%, resulting JKE becoming an associate of the Group.

The aggregate effects of the deemed disposal of JKE on the cashflows of the Group was:

Carryingamount

2008$’000

Identifiable assets and liabilities

Cash and cash equivalents 60Trade and other receivables 1,388Inventories 2,712Other current assets 14Property, plant and equipment 516Total assets 4,690

Trade and other payables (1,891)Borrowings (296)Total liabilities (2,187)

Identifiable net assets 2,503Less: Minority interest (770)Identifiable net assets on deemed disposal 1,733

Costs of investment in JKE 1,744Gain on deemed disposal (11)

Net cash outflow on deemed disposal (60)

CoNSoLIDateD statement oF casH FLoWsFor the financial year ended 31 December 2009




Thesenotesformanintegralpartofandshouldbereadinconjunctionwiththeaccompanyingfinancialstatements.

1. General

JK Yaming International Holdings Ltd (the “Company”) is listed on the Singapore Exchange and incorporated and domiciled in Singapore. The address of its registered office is 160 Paya Lebar Road, #08-03 Orion Industrial Building, Singapore 409022.

The principal activity of the Company is that of an investment holding company. The principal activities of the Company’s subsidiaries and an associate are set out in Notes 15 and 16 to the financial statements.

2. Basis of preparation and summary of significant accounting policies

(i) Basis of preparation

2.1 Basis of preparation

The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”). The financial statements are expressed in Singapore Dollars and have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

The preparation of financial statements in conformity with FRS requires management to exercise its judgementintheprocessofapplyingtheGroup’saccountingpolicies.Italsorequirestheuseofcertainaccountingestimatesandassumptions.Theareasinvolvingahigherdegreeofjudgementorcomplexity,or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

(ii) Summary of significant accounting policies

2.2 Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Group’s activities. Sales are presented net of value-added tax, rebates and discounts, and after eliminating sales within the Group.

The Group recognises revenue when the amount of revenue and related cost can be reliably measured, when it is probable that the collectability of the related receivables is reasonably assured and when the specific criteria for each of the Group’s activities are met as follows:

(a) Sale of goods

Revenue from the sale of goods is recognised when a Group entity has delivered the products to the customer, the customer has accepted the products and collectibility of the related recoverable is reasonably assured.

(b) Interest income

Interest income is recognised using the effective interest method.

(c) Dividend income

Dividend income is recognised when the right to receive payment is established.

NoteS to tHe FInancIaL statementsFor the financial year ended 31 December 2009




2. Basis of preparation and summary of significant accounting policies (cont’d)

(ii) Summary of significant accounting policies (cont’d)

2.2 Revenue recognition (cont’d)

(d) Rental income

Rental income from operating leases on investment properties is recognised on a straight-line basis over the lease term.

(e) Subsidy income

Subsidy income from the government is recognised at fair value where there is reasonable assurance that the subsidy will be received and all attaching conditions will be complied with.

2.3 Group accounting

(a) Subsidiaries

Subsidiaries are entities (including special purpose entities) over which the Group has power to govern thefinancialandoperatingpolicies,generallyaccompaniedbyashareholdinggivingrisetoamajorityof the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. Please refer to Note 2.6 (a) for the accounting policy on goodwill on acquisition of subsidiaries.

Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Minority interests are that part of the net results of operations and of net assets of a subsidiary attributable to interests which are not owned directly or indirectly by the Group. They are measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the minorities’ share of losses in a subsidiary exceeds its interest in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minorities are attributed to the equity holders of the Company, unless the minorities have a binding obligation to, and are able to, make good the losses. When that subsidiary subsequently reports profits, the profits applicable to the minority are attributed to the equity holders of the Company until the minorities’ share of losses previously absorbed by the equity holders of the Company are fully recovered.

Please refer to Note 2.7 for the accounting policy on investments in subsidiaries in the separate financial statements of the Company.






2.3 Group accounting (cont’d)

(b) Transactions with minority interests

The Group applies a policy of treating transactions with minority interests as transactions with parties external to the Group. Disposals to minority interests result in gains and losses for the Group that are recognised in the income statement. Purchases from minority interests result in goodwill, being the difference between any consideration paid and the Group’s incremental share of the carrying value of identifiable net assets of the subsidiary.

(c) Associate companies

Associate companies are entities over which the Group has significant influence, but not control, and generally accompanied by a shareholding giving rise to between and including 20% and 50% of the voting rights. Investments in associated companies are accounted for in the consolidated financial statements using the equity method of accounting less impairment losses.

Investments in associate companies are initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.

In applying the equity method of accounting, the Group’s share of its associated companies’ post-acquisition profits or losses are recognised in profit or loss and its share of post-acquisition movements inreservesisrecognisedinequitydirectly.Thesepost-acquisitionmovementsareadjustedagainstthe carrying amount of the investment. When the Group’s share of losses in associate companies equals or exceeds its interest in the associated companies, including any other unsecured non-current receivables, the Group does not recognise further losses, unless it has obligations or has made payments on behalf of the associate companies.

Unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the Group’s interest in the associated companies. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The accounting policies of associate companies have been changed where necessary to ensure consistency with the accounting policies adopted by the Group.

Dilution gains and losses arising from investments in associated companies are recognised in profit or loss.

Please refer to Note 2.7 for the accounting policy on investments in associated companies in the separate financial statements of the Company.

2.4 Property, plant and equipment

(a) Measurement

All property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

The cost of an item of property, plant and equipment includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.






2.4 Property, plant and equipment (cont’d)

(b) Depreciation

Depreciation is calculated using a straight line method to allocate their depreciable amounts over their estimated useful lives. The estimated useful lives are as follows:

Useful lives

Freehold building 50 yearsLeasehold land term of lease (50 years)Leasehold buildings 20 yearsPlant and equipment 5 -10 yearsMotor vehicles 5 yearsOffice equipment 3 to 10 years

The residual values, estimated useful lives and depreciation method of property, plant and equipment arereviewed,andadjustedasappropriate,ateachbalancesheetdate.Theeffectsatanyrevisionarerecognised in profit or loss when the changes arise.

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

(c) Construction in progress

Construction in progress represents costs incurred in the construction of property, plant and equipment. Cost comprises direct costs of construction incurred during the period of construction, installation and testing.

Construction in progress is transferred to property, plant and equipment when it is ready for its intended use. No depreciation is effected on construction in progress until the relevant assets are completed and are ready for its intended use or put into use.

(d) Subsequent Expenditure

Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profit or loss when incurred.

(e) Disposal

On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its carrying amount is recognised in profit or loss.






2.5 Investment properties

Investment properties of the Group are held for long-term rental yields and capital appreciation and are not occupied by the Group. Investment properties are initially recognised at cost, plus transaction costs.

Subsequently, investment properties are stated at fair value based on annual valuations by independent professional valuers on the basis of open market value. Changes in fair values are recognised in profit or loss.

On the disposal of an investment property, the difference between the disposal proceeds and the carrying amount of the asset is recognised in profit or loss.

2.6 Intangible assets

(a) Goodwill on acquisitions

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of theidentifiableassets,liabilitiesandcontingentliabilitiesoftheacquiredsubsidiaries,jointventuresand associated companies at the date of acquisition. Goodwillonsubsidiariesandjointventures is recognised separately as intangible assets and carried at cost less accumulated impairment losses.

Goodwill on associated companies is included in the carrying amount of the investments.

Gainsandlossesonthedisposalofsubsidiaries,jointventuresandassociatedcompaniesincludethecarrying amount of goodwill relating to the entity sold, except for goodwill arising from acquisitions priorto1January2001.Suchgoodwillwasadjustedagainstretainedearningsintheyearofacquisitionand not recognised in the income statement on disposal.

(b) Patent rights

This represents costs incurred to obtain patent rights. They are stated at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is calculated using the straight-line method to allocate the cost of patent rights over their estimated useful lives of 5 to 10 years.

The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognised in the income statement when the changes arise.

2.7 Investments in subsidiaries and associated companies

Investments in subsidiaries and associated companies are stated at cost less accumulated impairment losses in the Company’s balance sheet.

On disposal of investments in subsidiaries and associated companies, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.






2.8 Impairment of non – financial assets

(a) Goodwill

Goodwill is tested annually for impairment, and whichever there is indication that the goodwill may be impaired.

For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-generating-units (“CGU”) expected to benefit from synergies of the business combination.

An impairment loss is recognised when the carrying amount of CGU, including the goodwill, exceeds the recoverable amount of the CGU. Recoverable amount of the CGU is the higher of the CGU’s fair value less cost to sell and value in use.

The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.

An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.

(b) Intangible assets, property, plant and equipment, investments in subsidiaries and associated companies

Intangible assets, property, plant and equipment and investments in subsidiaries and associated companiesare tested for impairmentwhenever there isanyobjectiveevidenceor indication thatthese assets may be impaired.

For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount .

The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.

An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the assets’ recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.

A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss.






2.9 Financial assets

Financial assets are recognised on the balance sheet when, and only when, the Group becomes a party to the contractual provisions of the financial instruments.

(i) Classification

The Group classifies its financial assets as loans and receivables. The classification depends on the purpose for which the assets were acquired. Management determines the classification of its financial assets at initial recognition. The designation of financial assets at fair value through profit or loss is irrevocable.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the balance sheet date which are presented as non-current assets. Loans and receivables are presented as “trade and other receivables”, “other current assets” and “cash and cash equivalents” on the balance sheet.

(ii) Recognition and derecognition

Regular way purchases and sales of financial assets are recognised and derecognised on trade-date – the date on which the Group commits to purchase or sell the asset.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On disposal of a financial asset, the difference between the carrying amount and the sale proceeds is recognised in profit or loss. Any amount in the fair value reserve relating to that asset is transferred to profit or loss.

(iii) Initial measurement

Financial assets are initially recognised at fair value plus transaction costs.

(iv) Subsequent measurement

Loans and receivable are subsequently carried at amortised cost using the effective interest method.

(v) Impairment of financial assets

TheGroupassessesateachbalancesheetdatewhetherthereisobjectiveevidencethatafinancialasset or a group of financial assets is impaired and recognises an allowance for impairment when such evidence exists.

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, anddefaultorsignificantdelay inpaymentsareobjectiveevidencethatthesefinancialassetsareimpaired.






2.9 Financial assets (cont’d)

(v) Impairment of financial assets (cont’d)

The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line item in profit or loss.

The allowance for impairment loss account is reduced through profit or loss in a subsequent period whentheamountofimpairmentlossdecreasesandtherelateddecreasecanbeobjectivelymeasured.The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost, had no impairment been recognised in prior periods.

2.10 Research costs

Research costs are recognised as an expense as and when incurred.

2.11 Fair value estimation of financial assets and liabilities

The fair values of financial instruments traded in active markets (such as exchange traded and over-the-counter securities and derivatives) are based on quoted market prices at the balance sheet date. The quotedmarketpricesusedforfinancialassetsarethecurrentbidprices;theappropriatequotedmarketprices for financial liabilities are the current asking prices.

The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Valuation techniques, such as discounted cash flow analyses, are also used to determine the fair values of the financial instruments.

The fair values of currency forwards are determined using actively quoted forward exchange rate.

The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.

2.12 Borrowings

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date.

Borrowings are recognised initially at fair value (net of transaction costs incurred) subsequently carried at amortised cost. Any difference between proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

2.13 Trade and other payables

Trade and other payables are initially measured at fair value, and subsequently carried at amortised cost using the effective interest method.






2.14 Borrowing costs

Borrowing costs are recognised using the effective interest method.

2.15 Leases

When the Group is the lessee:

The Group leases certain property, plant and equipment under finance and operating leases from non related parties.

Finance leases

Leases where the Group assumes substantially the risks and rewards incidental to ownership of the leased assets are classified as finance leases.

The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases are recognised on the balance sheet as property, plant and equipment and borrowings respectively, at the inception of the leases based on the lower of the fair value of the leased assets and the present value of the minimum lease payments.

Each lease payment is apportioned between the finance expense and the reduction of the outstanding lease liability. The finance expense is recognised in the income statement and allocated to each period during the lease term so as to achieve a constant periodic rate of interest on the remaining balance of the finance lease liability.

Operating leases

Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are taken to profit or loss on a straight-line basis over the period of the lease.

When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.

When the Group is the lessor:

Operating leases

Assets leased out under operating leases are included in investment properties and are stated at revalued amounts and not depreciated. Rental income (net of any incentives given to lessees) is recognised in profit or loss on a straight-line basis over the lease term.

2.16 Inventories

Inventories are carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.






2.17 Income taxes

Current income tax for current and prior periods is recognised at the amounts expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date.

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries and associated companies, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured at:

(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantiallyenactedbythebalancesheetdate;and

(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity.Deferredtaxarisingfromabusinesscombinationisadjustedagainstgoodwillonacquisition.

2.18 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events;itismorelikelythannotthatanoutflowofresourceswillberequiredtosettletheobligationandthe amount has been reliably estimated.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax discount rate that reflects the current market assessment of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised in profit or loss as finance expense.

Changes in the estimated timing or amount of the expenditure or discount rate are recognised in profit or loss when the changes arise.






2.19 Employee compensation

Employee leave entitlement

Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave and long-service leave as a result of services rendered by employees up to the balance sheet date.

Defined contribution plan

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as Central Provident Fund (“CPF”) and social security bureaus in the People’s Republic of China (“PRC”) as described below, and will have no legal or constructive obligation to pay further contributions if any of the funds does not hold sufficient assets to pay all employee benefits relating to employee service in the current and preceding financial year. The Group’s contribution to defined contribution plans are recognised in the financial year to which they relate.

The Group participates in retirement insurance scheme organised by the social security bureau in the PRC pursuant to the relevant provisions. The subsidiaries in PRC are required to make monthly contribution in respect of the above insurance schemes to the PRC social security bureau based on the monthly salaries of its employees. The Group has no further liabilities other than the above defined contribution. The Group’s contributions under the schemes are recognised in the financial year to which they relate.

2.20 Currency translation

(a) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The financial statements are presented in Singapore Dollars, which is the functional and presentation currency of the Company.

(b) Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in profit or loss, unless they arise from borrowings in foreign currencies, other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations. Those currency translation differences are recognised in the currency translation differences are recognised in the currency translation reserve in the consolidated financial statements and transferred to profit or loss as part of the gain or loss on disposal of the foreign operation.

Non-monetary items that are measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.






2.20 Currency translation (cont’d)

(c) Translation of Group entities’ financial statements

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from presentation currency are translated into presentation currency as follows:

(i) Assets and liabilities are translated at the closing exchange rate at the date of that balance sheet;

(ii) Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates,inwhichcaseincomeandexpensesaretranslatedatthedatesofthetransactions);and

(iii) All resulting currency translation differences are recognised in the currency translation reserve.

Goodwilland fairvalueadjustmentsarisingontheacquisitionof foreignoperationsonorafter1January 2005 are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date. For acquisitions prior to 1 January 2005, the exchange rates at the dates of acquisition are used.

2.21 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to management who are responsible for allocating resources and assessing performance of the operating segments.

2.22 Cash and cash equivalents

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents includecashonhandanddepositswithfinancial institutionswhichare subject toan insignificant riskofchange in value and bank overdrafts. Bank overdrafts are presented as borrowings in current liabilities on the balance sheet.

2.23 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

2.24 Dividend

Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are recorded in the financial year in which the dividends are approved by the shareholders.




3. Adoption of new and revised singapore Financial Reporting standards

On 1 January 2009, the Group adopted the new or amended FRS and Interpretations to FRS (“INT FRS”) that are mandatory for application from that date. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective FRS and INT FRS. The following are the new or revised FRS and INT FRS that are relevant to the Group:

• FRS1(revised)Presentationoffinancialstatements(effectivefrom1January2009).Therevisedstandardprohibits the presentation of items of income and expenses (that is, ‘non-owner changes in equity’) in the statement of changes in equity. All non-owner changes in equity are shown in a performance statement, but entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). The Group has chosen to adopt the former alternative. Where comparative information is restated or reclassified, a restated balance sheet is required to be presented as at the beginning comparative period. There is no restatement of the balance sheet as at 1 January 2008 in the current financial year.

• FRS108Operatingsegments (effective from1January2009) replacesFRS14Segment reporting,andrequires a ‘management approach’, under which segment information is presented on the same basis as that used for internal reporting purposes. Segment revenue, segment profits and segment assets are also measured on a basis that is consistent with internal reporting.

• AmendmenttoFRS107Improvingdisclosuresaboutfinancialstatements(effectivefrom1January2009).The amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of fair value measurements by level of a fair value measurement hierarchy. The adoption of the amendment results in additional disclosures but does not have an impact on the accounting policies and measurement bases adopted by the Group.

The accounting policies have been consistently applied by the Group and the Company and are consistent with those used in the previous period presented in these financial statements.

4. Critical accounting estimates and judgements

Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causingamaterialadjustmenttothecarryingamountsofassetsandliabilitieswithinthenextfinancialyeararediscussed below.

Impairment and uncollectibility of trade receivables

The Group follows the guidance of FRS 39 (revised 2007) in determining when trade receivables are impaired. Thisdeterminationrequiressignificantjudgment.TheGroupevaluates,amongotherfactors,significantfinancialdifficulty of the debtor, adverse changes in the collection status and changes in industry conditions that affect the debtor.

Future cash flows of trade receivables that are collectively evaluated for impairment are estimated on the basis of historical loss experience for debts with similar credit risk characteristics. The methodology and assumptions used for estimating future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience. Impairment loss amounted to approximately $649,000 (2008: $2,796,000) was made during the year. The carrying amounts of trade receivables as at 31 December 2009 was approximately $36,607,000 (2008: $26,401,000).




5. Revenue and other income (net)

Group2009 2008$’000 $’000

Sale of goods 164,777 177,482Other income – net: - Subsidy income 934 1,032- Interest income - Reversal of allowance for doubtful receivables

3042,062

240-

- Gain on disposal of property, plant and equipment 7 375 - Gain on deemed disposal of a subsidiary - 11 - Rental income from investment properties 174 163-Lossfromfairvalueadjustmentofaninvestmentproperty(Note18) (15) (18) - Foreign exchange loss - net (656) (362) - Sale of materials 296 247 - Others 163 (150)Other income – net 3,269 1,538

168,046 179,020

6. Expenses by nature

Group2009 2008$’000 $’000

Purchases of raw materials, finished goods and consumables 113,015 131,909Amortisation of intangible assets (Note 19) 82 78Depreciation of property, plant and equipment (Note 17) 5,774 5,490Auditor’s remuneration paid/payable to- Auditor of the Company 160 160- Other auditors 24 35Employee compensation (Note 8) 15,849 14,462Impairment loss of trade receivables 649 2,796Impairment loss of other receivables 80 266Allowance for prepayment to suppliers 105 329Staff advances written off 14 59Legal expense 98 1,267Rental on operating leases 133 225Research expense 2,172 849Allowance for inventories write-down 108 50Inventory written off 86 -Utilities expenses 1,901 1,807Travelling and transportation expense 2,487 2,190Sub-contracting charges 1,937 1,856Other expenses 4,845 3,659Movements in inventories of raw materials, work-in-progress and finished goods 2,546 3,279Total cost of sales, distribution and marketing costs and administrative expenses 152,065 170,766




7. Finance costsGroup

2009 2008$’000 $’000

Interest expenses on bank overdraft and loans 1,115 1,897Foreign exchange (gain)/loss – (net) (198) 73Interest expenses on finance leases 7 7

924 1,977

8. Employee compensationGroup

2009 2008$’000 $’000

Wages and salaries 13,510 11,974Employer’s contribution to defined contribution plans including Central Provident Fund and PRC retirement insurance scheme 2,339 2,488

15,849 14,462

9. Income tax

(a) Income tax expense

Group2009 2008$’000 $’000

Tax expense attributable to profit is made up of:Current income tax- Foreign 3,169 2,545

3,169 2,545Under provision in preceding financial yearsCurrent income tax 42 14

3,211 2,559

The Group’s operations are mainly in the People’s Republic of China (“PRC”). The tax expense on the profit differs from the amount that would arise using the PRC income tax rate of 25% is as explained below:

Group2009 2008$’000 $’000

Profit before income tax 15,292 5,658

Tax calculated at a tax rate of 25% (2008: 25%) 3,823 1,415Effect of preferential tax rate (1,335) (381)Expenses not deductible for tax purposes 601 634IncomenotsubjecttotaxUtilisation of previously unrecognised tax losses

(2) (76)

--

Deferred tax benefit not recognised 158 877Tax charge 3,169 2,545

Pursuant to the Income Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises andvarious local income tax laws (the“IncomeTaxLaws”), the subsidiary companies inPRCare subject tostatutory income tax rate of 25% (2008: 25%) unless the enterprise is located in specially designated region or cities for which more favorable effective tax rates apply.




9. Income tax (cont’d)

(a) Income tax expense (cont’d)

Certain subsidiaries are qualified for new/ high tech enterprises which are applicable to the reduced concessionary tax rate of 15%. In order to qualified as a new/high tech enterprise, an enterprise has to fulfil a set of prescribed criteriaandbesubjecttoassessmentbythelocaltaxauthority.

Inadditions,certainsubsidiariesenjoyconcessionaryenterpriseincometaxratesofbetween10%and15%.Inaccordance with the Income Tax Laws, qualified enterprises will be exempted from taxation for the first two year commencing from the first profitable year, and a 50% reduction for the three years thereafter.

(b) Deferred income tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable. The Group had unrecognised and unutilised tax losses of approximately $5,638,000 (2008: $5,915,000) at balance sheet date which can be carried forward andusedtosetoffagainstfuturetaxableincomesubjecttomeetingcertainstatutoryrequirementsbythosecompanies with unrecognised tax losses in their respective countries of incorporation. For tax losses arising from a company incorporated in PRC, tax losses will expire 5 years after the company becomes profitable.

Pursuant to the PRC Enterprise Income Tax Law which was promulgated on 22 February 2008, dividends distributed

by PRC entities for profits generated before 1 January 2008 are exempt from withholding tax. Dividend paid in respectofprofitsgeneratedonorafter1January2008willbesubjecttoawithholdingtaxof5%.

At the end of the reporting period, the aggregate amount of temporary differences associated with the undistributed earnings of the subsidiaries for which deferred tax liabilities have not been recognised is approximately $1,058,000 (RMB4,990,000) [(2008: $435,000 (RMB2,063,000)]. No liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future.

(c) Movements in current income tax liabilities

Group Company2009 2008 2009 2008$’000 $’000 $’000 $’000

Balance at beginning of financial year 1,715 544 - -Currency translation differences (58) 77 - -Income tax paid (2,742) (1,465) - -Tax expense on profit for the current financial year 3,211 2,559 - -Balance at end of financial year 2,126 1,715 - -

10. Earnings per share

Earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year.

Group2009 2008

Net profit attributable to equity holders of the Company ($’000) 10,468 1,252

Weighted average number of ordinary shares in issue for basic earnings per share (‘000) 202,948 202,948

Basic and diluted earnings per share 5.16 cents 0.62 cents There are no dilutive instruments in existence as at 31 December 2009 (2008: nil).




11. Cash and cash equivalents

Group Company2009 2008 2009 2008$’000 $’000 $’000 $’000

Cash at bank and on hand 15,869 11,653 1 -

Cash and cash equivalents approximately $15,801,000 as at 31 December 2009 (2008: $11,642,000) were placed withbanks in thePRC.Theremittanceof these fundsoutof thePRC issubject to theexchangerestrictionsimposed by the PRC government.

For the purpose of presenting the consolidated statement of cash flows, the consolidated cash and cash equivalents comprise the following:

Group2009 2008$’000 $’000

Cash at bank and on hand (as above)Less: Short term bank deposits pledged (Note 21)

15,869(4,992)

11,653-

Less: Bank overdraft (Note 21) (29) (398)10,848 11,255

12. Trade and other receivables

Group Company2009 2008 2009 2008$’000 $’000 $’000 $’000

Trade receivables - related parties 13,129 7,687 - -- third parties 31,673 28,525 - -

44,802 36,212 - -Less: Allowance for impairment (8,195) (9,811) - -Trade receivables – net 36,607 26,401 - -

Other receivables 4,106 2,501 - -Less: Allowance for impairment (212) (276) - -Other receivables – net 3,894 2,225 - -

Amount due from subsidiaries - non-trade - - 6,291 747Less: Allowance for impairment - - (232) (232)Amount due from subsidiaries - non-trade - net - - 6,059 515

Amount due from an associate – non-trade - - 80 80Less: Allowance for impairment - - (80) (80)Amount due from an associate - non-trade - net - - - -Note receivables 721 648 - -Tax recoverable 184 36 - -

41,406 29,310 6,059 515

Included in other receivables of the Group is an amount receivable from a PRC government linked entity of $2,263,000 (2008: $844,000).This arrangement is to facilitate the government linked entity and its related party to act as a guarantor for the borrowings of $4,320,000 (2008:$2,953,000) by the Group with recourse.




12. Trade and other receivables (cont’d)

The movement in the allowance for impairment of trade receivables is as follows:

Group2009 2008$’000 $’000

Balance at beginning of financial year 9,811 6,916Current year charge 649 2,796Reversal of allowance no longer required (1,773) -Amount written off (239) -Translation differences (253) 99Balance at end of financial year 8,195 9,811

The movement in the allowance for impairment of other receivables is as follows:

Group2009 2008$’000 $’000

Balance at beginning of financial year 276 -Current year charge 80 266Reversal of allowance no longer required (202) -Translation differences 58 10

Balance at end of financial year 212 276

The movement in allowance for impairment of amount due from subsidiaries – non trade is as follows:

Company2009 2008$’000 $’000

Balance at beginning of financial yearCurrent year charge

232-

-232


The movement in allowance for impairment of amount due from an associate – non trade is as follows:

Company2009 2008$’000 $’000

Balance at beginning of financial yearCurrent year charge

80-

-80


Concentrations of credit risk with respect to trade receivables are limited due to the Group’s large number of customers with a variety of end markets in which they sell. As such, management believes that there is no anticipated additional credit risk beyond the amount of allowance for impairment made in the Group’s trade receivables.

Amounts due from subsidiaries and an associate - non-trade are unsecured, interest-free and are repayable on demand.




13. Inventories

Group2009 2008$’000 $’000

Raw materials 15,405 16,378Work-in-progress 4,070 4,370Finished goods 9,003 10,146

28,478 30,894Less: Allowance for inventories write down (271) (141)

28,207 30,753

The movement in allowance for inventories write down is as follows:

Group2009 2008$’000 $’000

Balance at beginning of financial year 141 334Deemed disposal of a subsidiary - (249)Current year charge 138 50Translation differences (8) 6Balance at end of financial year 271 141

The cost of inventories recognised as expense and included in ‘cost of sales’ amounted to $115,561,000 (2008: $135,188,000).

14. Other current assetsGroup Company

2009 2008 2009 2008$’000 $’000 $’000 $’000

Prepayments to suppliers 4,103 1,895 - -Prepaid expenses 109 97 7 6

4,212 1,992 7 6

15. Investments in subsidiariesCompany

2009 2008$’000 $’000

Equity investments at cost 47,038 44,924Impairment loss (845) (650)

46,193 44,274

The movement in the impairment loss in investments in subsidiaries is as follows:

Company2009 2008$’000 $’000

Balance at beginning of financial year 650 -Current year chargeReversal of impairment loss

579(384)

650-





15. Investments in subsidiaries (cont’d)

Details of the subsidiaries at the end of the financial year are as follows:

Country of Percentage of

Name of companies Principal activitiesincorporation/

businessequity held

by the Group2009 2008

% %Subsidiaries held by the Company

+ FujianJuanKuang Manufacture and sale PRC 99.5 96.9Yaming Electric Limited of ballast, ignitors, capacitors,(“FJKYM”) electrical lighting products,

fixtures and accessories

+ Shanghai Juan Kuang Lighting Fixture Co. Ltd

Manufacture of electrical lighting products, fixtures and accessories

PRC 99.9 99.1

+ FujianJuanKuangMetal Manufacture and sale PRC 99.8 98.9Industries Co., Ltd of safe deposit boxes

# JKYM Trading Pte Ltd Sales and distribution of Singapore 100.0 100.0 safe deposit boxes

Subsidiaries of FJKYM+ Shanghai Juan Kuang Manufacture and sale PRC 79.7 78.3

Lighting Co., Ltd of lighting products

+ Shanghai JK & YM Trading of lighting PRC 89.6 87.2International Trade Ltd products

+ FujianJ.K.Wiring Process and sale of wire PRC 54.7 53.3Systems Co., Ltd. harness products

+ FujianMinHang Manufacture, assemble PRC 57.1 55.6Electronics Co., Ltd and sales of semi-

conductors

+ Shanghai Yuan Ya Design, consulting PRC 99.5 96.9Lighting Engineering and sale of electricalCo., Ltd lighting products

and accessories

+ Anhui Juan Kuang Electric Co., Ltd Manufacture and sale of capacitors and related electrical lighting products

PRC 89.7 88.0

* + Anhui Juan Kuang Lighting Fixture Co., Ltd

Manufacture and sale of capacitors and related electrical lighting products

PRC 89.6 -

+ Audited by Local Auditors, PRC for local statutory reporting purposes. LTC LLP performed the audit for group consolidation purposes.

# Audited by LTC LLP, Singapore.

* New subsidiary incorporated during the year.




15. Investments in subsidiaries (cont’d)

Acquisition of additional interests in a subsidiary

On25May 2009, theCompany acquired an additional 2.58%equity interest in Fujian JuanKuangYamingElectric Limited (“FJKYM”) from its minority interest for cash consideration of $2,235,000 (RMB10,520,000). This acquisition increased the Company’s interest in FJKYM from 96.92% to 99.5%. On the date of acquisition, the book value of the additional interest acquired was $1,412,000 (RMB6,639,000), the difference between the consideration and book value of the interest acquired of $823,000 (RMB3,881,000) is reflected as additional goodwill (Note 19) in the account as premium paid for acquisition from minority interest.

16. Investment in an associate

Group Company2009 2008 2009 2008$’000 $’000 $’000 $’000

Equity investment at cost 2,118 2,118 Impairment loss (993) (1,109)

1,125 1,009 Balance at beginning of financial year 1,248 1,744Currency translation differences (156) 123 Share of profit/(loss) in an associated company 235 (619)Balance at end of financial year 1,327 1,248

The movement in the impairment loss in investment in an associate is as follows:

Company2009 2008$’000 $’000

Balance at beginning of financial year 1,109 -Current year charge - 1,109Reversal of impairment loss (116) -Balance at end of financial year 993 1,109




16. Investment in an associate (cont’d)

The summarised financial information of an associate equity accounted for is as follows:

2009 2008$’000 $’000

Assets 6,951 6,571Liabilities (1,950) (2,101)Net Assets 5,001 4,470Share of Group's net assets of associate 1,747 1,548Revenue 6,913 2,165Net profit/(loss) for the year 664 (1,816)Group share of associate net profit/(loss) 235 (619)

Details of the associate at the end of the financial year are as follows:

Country of Percentage of

Name of company Principal activitiesincorporation/

businessequity held

by the Group2009 2008

% %

+ FujianJuanKuang Manufacture and sale PRC 34.9 34.6Wireharness Electric Limited of wire harness products

+ Audited by Local Auditor, PRC for local statutory reporting purposes.

TheCompanyhason20December2007enteredintoajoint-ventureagreementwithHenanTianhaiElectricCo.,Ltd. (“HTECL”) a PRC wholly owned subsidiary of China Auto Electronics Group Limited, a company listed ontheSGX,wherebyHTECLinvested$2,628,000(equivalenttoUS$1,800,000)incashintothecapitalofFujianJuan Kuang Wire harness Electric Limited (“JKE”) to fund the operational expansion and working capital of JKE.

Uponthecompletionof the jointventureagreementon31January2008, the registeredcapitalofJKEwasincreased from $4,261,000 (equivalent to US$ 3,000,000) to $6,818,000 (equivalent to US$4,800,000) and the effective equity interest of the Group in JKE was diluted from 69.2% to 34.6%, resulting JKE becoming an associate of the Group.




17. Property, plant and equipmentLeaseholdland and Freehold Plant and Motor Office Constructionbuildings building equipment vehicles equipment In progress Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000GroupCost As at 1 January 2009 31,666 1,260 28,839 3,118 10,831 2,549 78,263 Additions 22 - 1,176 251 682 4,709 6,840 Transfers 4,134 - 848 15 443 (5,440) - Disposals - - (409) (234) (454) - (1,097) Translation differences (923) - (767) (70) (282) (38) (2,080) As at 31 December 2009 34,899 1,260 29,687 3,080 11,220 1,780 81,926

Accumulated depreciation and accumulated impairment losses

As at 1 January 2009 7,664 75 14,529 1,775 6,661 - 30,704 Depreciation charge 1,530 25 2,713 320 1,186 - 5,774Disposals - - (358) (207) (410) - (975)Translation differences (241) - (438) (42) (185) - (906) As at 31 December 2009 8,953 100 16,446 1,846 7,252 - 34,597

Net book value 31 December 2009 25,946 1,160 13,241 1,234 3,968 1,780 47,329

Cost As at 1 January 2008 30,349 1,260 27,427 2,681 9,540 1,055 72,312 Additions 293 - 1,102 678 536 2,294 4,903 Transfers 233 - 10 172 507 (922) - Disposals (1,133) - (65) (461) (160) - (1,819) Deemed disposal of a subsidiary - - (1,317) (89) (199) - (1,605) Translation differences 1,924 - 1,682 137 607 122 4,472 As at 31 December 2008 31,666 1,260 28,839 3,118 10,831 2,549 78,263

Accumulated depreciation and accumulated impairment losses

As at 1 January 2008 6,172 50 12,274 1,810 5,324 - 25,630 Depreciation charge 1,574 25 2,439 287 1,165 - 5,490 Disposals (465) - (26) (364) (140) - (995)Deemed disposal of a subsidiary - - (888) (72) (129) - (1,089)Translation differences 383 - 730 114 441 - 1,668 As at 31 December 2008 7,664 75 14,529 1,775 6,661 - 30,704

Net book value 31 December 2008 24,002 1,185 14,310 1,343 4,170 2,549 47,559

(a) The carrying amount of motor vehicles held under finance leases at 31 December 2009 amounted to $98,000 (2008: $131,000) (Note 21).

(b) As at 31 December 2009, the Group has not obtained ownership certificates of piece of land at Cangshan Zone of Fuzhou High-Tech Park, 1 Gaoshan Road, Cangsha District, Fuzhou, PRC with a net book value of approximately $1,783,000 (RMB8,376,000) 2008: $1,840,000 (RMB8,724,000). The Group is still in the process of registering with the relevant authorities the ownership of this building and land.

(c) Bank borrowings are secured on properties and land use rights of the Group with carrying amounts of $3,421,000 (RMB16,070,000) and $1,268,000 (RMB5,955,000) respectively [2008: $3,523,000 (RMB16,705,000) and $1,283,000 (RMB6,082,000) respectively] (Note 21).

(d) Bank overdraft and bank loans is secured on freehold building of the Group with carrying amount of $1,160,000 (2008: $1,185,000) (Note 21).




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

Freehold Motor Officebuilding vehicles equipment Total

$’000 $’000 $’000 $’000The CompanyCostAt 1 January 2009 1,260 328 323 1,911AdditionsDisposals

--

--

1(12)

1(12)

At 31 December 2009 1,260 328 312 1,900

Accumulated depreciation

At 1 January 2009 75 197 187 459Depreciation chargeDisposals

25-

33-

31(12)

89(12)

At 31 December 2009 100 230 206 536

Net book valueAt 31 December 2009 1,160 98 106 1,364

CostAt 1 January 2008 1,260 328 323 1,911Additions - - - -At 31 December 2008 1,260 328 323 1,911

Accumulated depreciation

At 1 January 2008 - 164 155 319Depreciation charge 75 33 32 140At 31 December 2008 75 197 187 459

Net book valueAt 31 December 2008 1,185 131 136 1,452

(a) The freehold building of the Company with carrying amount of $1,160,000 (2008: $1,185,000) has been pledged as security for bank overdraft and bank loans obtained. (Note 21).

(b) The carrying amount of motor vehicles held under finance leases at 31 December 2009 amounted to $98,000 (2008: $131,000) (Note 21).

18. Investment properties

Group2009 2008$’000 $’000

Balance at beginning of financial year 7,682 7,237Lossfromfairvalueadjustmentofaninvestmentproperty(Note5) (15) (18)Translation differences (189) 463Balance at end of financial year 7,478 7,682

Investment properties were valued annually at balance sheet date by the directors based on professional external valuations. Valuations were made on the basis of open market value. It is the intention of the directors to hold the investment properties for long term.




18. Investment properties (cont’d)

The Group’s revaluation loss was included in “other income – net” in the statement of comprehensive income.

Investment properties are leased to non-related parties under operating leases (Note 28).

These investment properties are located in PRC and the remittance of income and proceeds of disposal from these investmentpropertiesoutofthePRC,issubjecttotheexchangerestrictionsimposedbythePRCgovernment.

The following amounts are recognised in statement of comprehensive income:

Group2009 2008$’000 $’000

Rental income (Note 5) 174 163Property tax and direct operating expenses arising from investment properties

that generated rental income (26) (26)

The details of the Group’s investment properties are as follows:

Investment Properties Description Tenure of landIndependent

ValuerValuation

date

(1) 47 shop units on level 1 and 52 shop units on level 2 of Aofeng Gardens, 271 Paiwei Road, TaijiangDistrict,

Fuzhou Province, China. (Note)

1-102,1-104,1-105, 1-107,1-109 to 1-112,1-114,1-116 to 1-117, 1-119 to 1-144,1-146 to 1-147 of Tower Nos.1 & 2

1-201 to 1-252 of Tower Nos. 1 & 22-102 to 2-103,2-109,2-111 to 2-112,2-120,2-129 to 2-130 of Tower Nos. 3 & 4of Aofeng Gardens, with approximate gross floor area of 3708 square meters.

40 years lease from

17 October 1995

DTZ Debenham Tie Leung Limited

15 January 2010

(2) 9C Kaixing Building. No. 35 Ri Jing Road, Waigaoqiao Free Trade Zone,

Shanghai 200131, China.

One unit of office space with a gross area of 904 square meters.

55 years lease from

21 May 1997

Shanghai Xinda

Valuation Co. Limited

12 January 2010

Note: The Group is still in the process of registering with the relevant authorities the ownership of the investment properties shown as (1), according to legal opinions obtained by the Directors, the Group is the legal owner of the property. The property can only be transferred or mortgaged when the Group has obtained the relevant ownership certificates.




19. Intangible assets

Group2009 2008$’000 $’000

Goodwill arising on consolidation (a) 1,092 302Patent rights (b) 486 456

1,578 758

(a) Goodwill arising on consolidation

Group2009 2008$’000 $’000

CostBalance at beginning of financial yearAcquisition of additional interests in a subsidiary (Note 15)

302823

283-

Currency translation differences (33) 19Balance at end of financial year 1,092 302

Net book value 1,092 302

Impairment tests for goodwill

Goodwill is allocated to the Group’s CGUs identified according to countries of operation and business segments.

A segment-level summary of the goodwill allocation is as follows:

Group2009 2008

Electric lighting products Total

Electric lighting products Total

$’000 $’000 $’000 $’000

People’s Republic of China (“PRC”) 1,092 1,092 302 302

TherecoverableamountofaCGUwasdeterminedbasedonvalue-in-use.Cashflowprojectionsusedinthevalue-in-usecalculationswerebasedonprofitforecastdeterminedbythemanagement.Theprojectedcash flows has been determined using the estimated growth rate stated below over the remaining economic useful lives of the CGU.

Key assumptions used for value-in-use calculations:

Electric lighting products

PRC

Growth rate (i) 3%Inflation rate (ii) 5%Discount rate (iii) 5.5%




19. Intangible assets (cont’d)

(a) Goodwill arising on consolidation (cont’d)

(i) Estimated annual growth rate(ii) Inflation rate of the operation segment(iii) Pre-taxdiscountedrateappliedtothepre-taxcashflowprojections

These assumptions were used for the analysis of each CGU within the operation and business segment. Management estimated an annual growth rate relating to the operation and business segment and the discount rate used were pre-tax and reflected specific risk relating to the business segment.

The management is in the view that no impairment on goodwill is required.

(b) Patent rights

Group2009 2008$’000 $’000

Balance at beginning of financial year 456 458Acquired during the financial year 124 45Amortisation charge (Note 6) (82) (78)Translation differences (12) 31Balance at end of financial year 486 456

Cost 1,077 965Accumulated amortisation (591) (509)Net book value 486 456

20. Trade and other payables

Group Company 2009 2008 2009 2008$’000 $’000 $’000 $’000

Trade payables to: - Third parties 19,221 15,413 - - - Related parties 8,822 3,644 - -

28,043 19,057

Advance from customers 1,186 1,328 - -Accruals for operating expenses 701 722 382 581Other payables (Note A) 4,532 3,529 - -Staff bonus and welfare fund (Note B) 433 446 - -

34,895 25,082 382 581

Note A: Included in other payables is a derivative financial instrument of non-hedging instruments- currency forwards with a fair value of $ 209,000 with a contract notional amount of $7,324,000.

Note B: Pursuant to the relevant laws and regulations in the PRC for foreign investment enterprises, appropriations to staff bonus and welfare fund are made from subsidiaries’ profits after taxation as reported in the PRC statutory accounts, which are determined in accordance with the PRC accounting standards and regulations applicable to these subsidiaries and classified as part of reserves in the books of the subsidiaries. Appropriations of this fund is determined at the discretion of the Board of Directors of each subsidiary.




21. Borrowings

Group Company2009 2008 2009 2008$’000 $’000 $’000 $’000

CurrentBank overdraft – Secured by Group’s freehold building (Note 17d) 29 398 29 398Bank loans – Secured by Group’s properties and land use right (Note 17c), freehold building (Note 17d) and fixed deposits (Note 11) 8,874 4,831 45 687 – Unsecured 10,258 18,673 3,288 2,886Finance lease liabilities (Note a & 22) 25 42 25 42

19,186 23,944 3,387 4,013

Non-currentBank loans – Secured by Group’s freehold building (Note 17d) – Unsecured

7331,215

1,433-

7331,215

1,433-

Finance lease liabilities (Note a & 22) - 24 - 241,948 1,457 1,948 1,457

21,134 25,401 5,335 5,470

(a) Finance lease liabilities of the Group and the Company are secured by the rights to the leased motor vehicles (Note 17a), which will revert to the lessor in the event of default by the Group and the Company.

(b) Maturity of non-current borrowings

Maturity of non-current borrowings is as follows:

Group Company2009 2008 2009 2008$’000 $’000 $’000 $’000

Between 2 and 5 years 1,394 821 1,394 821Over 5 years 554 636 554 636

1,948 1,457 1,948 1,457

(c) Interest rate risk

The weighted average effective interest rates of total borrowings at the balance sheet date are as follows:

2009 2008sGD RMB Others SGD RMB Others

GroupBank overdrafts 5.25% - - 5.25% - -Bank loans 4.15% 5.21% 1.90% 3.74% 6.83% 4.47%Finance lease liabilities 4.44% - - 4.44% - -

CompanyBank overdrafts 5.25% - - 5.25% - -Bank loans 4.15% - 3.60% 3.74% - 6.62%Finance lease liabilities 4.44% - - 4.44% - -




21. Borrowings (cont’d)

(c) Interest rate risk (cont’d)

The exposure of borrowings to interest rate risks, categorised by the earlier of contractual repricing or maturity date, are as follows:

Group

Variable rates Fixed ratesLess than6 months

6 to 12months

Over1 year

Less than6 months

6 to 12months

Over1 year Total

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

At 31 December 2009 2,810 10,039 - 54 6,283 1,948 21,134

At 31 December 2008 3,023 4,008 - 440 16,474 1,456 25,401 Company

Variable rates Fixed ratesLess than6 months

6 to 12months

Over1 years

Less than6 months

6 to 12months

Over1 years Total

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

At 31 December 2009 2,810 - - 54 523 1,948 5,335

At 31 December 2008 2,886 - - 440 687 1,457 5,470

22. Finance lease liabilities

Group Company2009 2008 2009 2008$’000 $’000 $’000 $’000

Minimum lease payments due: - Not later than one year 28 49 28 49 - Between two and five years - 27 - 27

28 76 28 76Less: Future finance charges (3) (10) (3) (10)Present value of minimum lease payments 25 66 25 66

The present value of minimum lease payments is analysed as follows:

Group Company2009 2008 2009 2008$’000 $’000 $’000 $’000

Not later than one year (Note 21) 25 42 25 42Later than one year (Note 21) - Between two and five years - 24 - 24

25 66 25 66




23. Deferred income tax liabilities

Group2009 2008$’000 $’000

Deferred income tax liabilities:Revaluation to fair value on investment properties 165 169

The movement in the deferred income tax liabilities during the financial year is as follows:

Deferred income tax liabilities

Group $’000

2009Balance at beginning of financial year 169Currency translation differences (4)Balance at end of financial year 165

2008Balance at beginning of financial year 159Currency translation differences 10Balance at end of financial year 169

24. share capital

Group and Company2009 2008 2009 2008

Number of ordinary shares(‘000)

$’000 $’000

Issued and paid-up capital

Beginning and end of financial year 202,948 202,948 40,862 40,862

All issued shares are fully paid and have no par value.




25. Other reserves

Group2009 2008$’000 $’000

(a) Comprise of:Asset revaluation reserve 569 569Currency translation reserve (2,285) (1,081)Other reserve 6,372 6,372

4,656 5,860

(b) Movements: Group2009 2008

$’000 $’000

(i) Asset revaluation reserve Balance at beginning and end of financial year 569 569

(ii) Currency translation reserveBalance at beginning of financial year (1,081) (4,451)Net currency translation differences (1,716) 4,479Minority interest 512 (1,109)Balance at end of financial year (2,285) (1,081)

(iii) Other reserveBalance at beginning and end of financial year 6,372 6,372

Other reserve represents reserve arising from restructuring exercise in 2001 as a result of listing of the Company.

26. statutory reserves

Group2009 2008$’000 $’000

Enterprise expansion fund 3,106 2,350Reserve fund 3,581 2,222

6,687 4,572

In accordance with the “Law of the PRC on Joint Ventures Using Chinese and Foreign Investment” and the Articles of Association of the subsidiaries, appropriations from net profit should be transferred to the Reserve Fund and the Enterprise Expansion Fund, after offsetting accumulated losses from prior years, and before profit distributions to shareholders. The percentages to be transferred to the Reserve Fund and the Enterprise Expansion Fund are determined by the Board of Directors of the subsidiaries. The transfer to these reserves must be made before profit distributions to shareholders.

In obtaining approval from the Board of Directors of the subsidiaries, the Enterprise Expansion Fund can be used to expand production capacity or to increase capital, and the Reserve Fund can be used to offset accumulated losses or to increase capital.




26. statutory reserves (cont’d)

Group2009 2008$’000 $’000

Movements in statutory reserves

Enterprise expansion fund

Balance at beginning of financial year 2,350 2,105Transfer from retained earnings 756 245Balance at end of financial year 3,106 2,350

Reserve fund

Balance at beginning of financial year 2,222 1,473Transfer from retained earnings 1,359 749Balance at end of financial year 3,581 2,222

27. Dividends

At the forthcoming Annual General Meeting on 28 April 2010, a tax exempt (one-tier) first and final of 0.9 cents (2008: nil) per ordinary share amounting to a total of $1,827,000 will be recommended. These financial statements do not reflect this dividend, which will be accounted for in the shareholders’ equity as an appropriation of retained earnings in the financial year ending 31 December 2010.

28. Commitments

(a) Operating lease commitments – where the Group is a lessee

The Group leases factories under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights.

The future minimum lease payments for properties under non-cancellable operating leases with terms within one year are analysed as follows:

Group2009 2008$’000 $’000

Not later than one year 52 85

(b) Operating lease commitments – where the Group is a lessor

The future minimum lease payments receivable from investment properties under non-cancellable operating leases with terms within one to ten years are analysed as follows:

Group2009 2008$’000 $’000

Not later than one year 170 134 Between two and five years 1,033 898Later than five years 334 551

1,537 1,583




29. Contingent liabilities

A claim was lodged by Segue electronic, Inc (“Segue”) and Shine Capacitors, LLC (”Shine”) (“Segue” and “Shine”collectivelythe“Plaintiffs”)againsttheCompanyandtwoofitssubsidiaries,FujianJuanKuangYamingElectric Limited (“FJKYM”) and Anhui Juan Kuang Electric Co. Ltd. (“AHJK”) (the Company, “FJKYM” and “AHJK” collectively the “Defendants”) in the State Court of California, the United States of America (“US”) in year 2005.

The Plaintiffs have claimed monetary damages for loss of profits, loss of sales and consequential damages for breach of contracts. The Defendants have filed cross-complaint and response to dismiss the claims and are defending their actions.

Claims of monetary damages against the Company

On13September2007,thetrialcourtinUSenteredalegaljudgmentinfavoroftheCompanyduringaspecialhearingonsummaryjudgmentfiledbytheCompany.ThisresultedintheCompany’sdismissalfromthecase.However, the Plaintiffs made a subsequent appeal and the California Court of Appeal has overturned the aforesaid judgmentinApril2009andreturnedthecasetothetrialcourtlevelinJune2009.Thetrialcourthasnottakenanyaction to issue a pre-trial and trial schedule as to the Company. In the event that the case against the Company is to pursue further, the Directors of the Company believe that there is reasonable chance that the Company would succeed. This view is based on the advice of the Company’s legal counsel in US on the case to date.

Claims of monetary damages against FJKYM and AHJK

DuringthejurytrialinSeptemberandOctober2008heldinCaliforniaSuperiorCourt,thejuryawardedSegueUS$ 3.9 million (equivalent to $ 5.5 million) in damages against AHJK and no damages against FJKYM. The juryawardednodamagestoShine.Post-trialbriefinghasbeencompletedandthetrialcourtjudgedeclinedtooverturn the verdict for Segue against AHJK. It also declined to find liability for Segue against FJKYM and for Shine against either AHJK or FJKYM.

Both Segue and Shine have filed a notice of appeal. Similarly, AHJK has also filed a notice of appeal and intends to request that verdict against AHJK be overturned. Opening briefs for both sides are scheduled to be filed around 31 March 2010.

The Directors of the Company are of the view that the above award of US$ 3.9 million lacks merit and the amount awarded was excessive. It is our US legal counsel’s view, as indicated in the appeal documents, that there was insufficientevidencetosupportthejury’saward.TherearealsoafewotherpersuasiveargumentssupportingAHJK.TheDirectorsoftheCompanyarereasonablyconfidentthatthisjudgmentonAHJKwillbereversedorat least has the awarded sum reduced, on the main contention that it is contrary to the evidence since, as the undisputed evidence showed, there was never any contract directly entered between AHJK and Segue.

In addition, legal advice obtained from the Company’s legal counsel in People’s Republic of China (“PRC”) indicatesthattheabovementionedjudgmentisnotlegallyenforceableinthePRCjurisdiction.Accordingly,itisnotlikelyforAHJKtosettlethesaidjudgmentunderthepresentcircumstances.

At the date of authorization for the issue of these financial statements, based on the legal opinion obtained and the circumstances as elaborated above, the Directors of the Company are of the opinion that it is unlikely that the Group will incur material losses in respect the legal claims.

30. Financial risk management

Financial risk factors

The Group’s activities expose it to a variety of market risks, including the effects of changes in foreign currency exchange rates and interest rates. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.




30. Financial risk management (cont’d)

(a) Currency risk

The Group operates primarily in the PRC and is exposed to foreign exchange risk arising from various currency exposures including Renminbi (“RMB”), Japanese Yen (“JPY”) and United States Dollars (“USD”) as sales and purchases to customers are primarily in those currencies. The Group does not have a formal policy with respect to the abovementioned foreign exchange transactions and have not undertaken any hedging activities as the Group believes that the practice of using the same currencies for sales and purchases as far as possible provides a natural hedge and reduces the exposure to foreign exchange fluctuations. If the Group’s business volumes grow in the future, the directors may consider hedging the foreign exchange currency risks.

The financial statements of Chinese subsidiaries were translated from RMB to SGD to be included in the Group’s consolidated financial statements.

The Group’s and the Company’s currency exposure based on the information provided to key management is as follows:

RMB JPY usD Others Total$’000 $’000 $’000 $’000 $’000

GroupAt 31 December 2009AssetsCash and cash equivalents 9,853 5,111 855 50 15,869Trade and other receivables 20,166 10,463 10,440 337 41,406

30,019 15,574 11,295 387 57,275

LiabilitiesBorrowings 11,109 4,690 2,810 2,525 21,134Trade and other payables 18,478 15,483 539 395 34,895Bill payables 6,432 - - - 6,432

36,019 20,173 3,349 2,920 62,461

Net financial assets/ (liabilities) (6,000) (4,599) 7,946 (2,533) (5,186)

Currency exposure of financial assets/ (liabilities) net of those denominated in the respective entities’ function currencies (6,458) (4,599) 7,946 3,111 -

At 31 December 2008AssetsCash and cash equivalents 8,210 2,461 977 5 11,653Trade and other receivables 15,454 5,073 8,323 460 29,310

23,664 7,534 9,300 465 40,963

LiabilitiesBorrowings 17,401 2,393 3,023 2,584 25,401Trade and other payables 16,101 7,168 1,224 589 25,082Bill payables 3,905 - - - 3,905

37,407 9,561 4,247 3,173 54,388

Net financial assets/ (liabilities) (13,743) (2,027) 5,053 (2,708) (13,425)

Currency exposure of financial assets/ (liabilities) net of those denominated in the respective entities’ function currencies (6,419) (2,027) 5,053 3,393 -





(a) Currency risk (cont’d)

RMB JPY usD Others Total$’000 $’000 $’000 $’000 $’000

CompanyAt 31 December 2009AssetsCash and cash equivalents - - - 1 1Trade and other receivables 6,059 - - - 6,059

6,059 - - 1 6,060

LiabilitiesBorrowings - - 2,810 2,525 5,335Trade and other payables - - - 382 382

- - 2,810 2,907 5,717

Net financial assets/ (liabilities) 6,059 - (2,810) (2,906) 343

At 31 December 2008AssetsCash and cash equivalents - - - - -Trade and other receivables 515 - - - 515

515 - - - 515

LiabilitiesBorrowings - - 2,886 2,584 5,470Trade and other payables - - - 581 581

- - 2,886 3,165 6,051

Net financial assets/(liabilities) 515 - (2,886) (3,165) (5,536)

If the USD, RMB and JPY change against the SGD by 2% (2008: 2%), 3% (2008: 3%) and 4% (2008: 4%) respectively with all other variables including tax rate being held constant, the effects arising from the net financial assets/liabilities position will be as follows:

2009 2008Increase/(Decrease) Increase/(Decrease)

Net Profit Equity Net Profit Equity$’000 $’000 $’000 $’000

GroupUSD against SGD- strengthened 159 159 101 101- weakened (159) (159) (101) (101)RMB against SGD- strengthened (194) (194) (193) (193)- weakened 194 194 193 193JPY against SGD- strengthened (184) (184) (81) (81)- weakened 184 184 81 81





(a) Currency risk (cont’d)

2009 2008Increase/(Decrease) Increase/(Decrease)

Net Profit Equity Net Profit Equity$’000 $’000 $’000 $’000

CompanyUSD against SGD- strengthened (56) (56) (58) (58)- weakened 56 56 58 58RMB against SGD- strengthened 182 182 15 15- weakened (182) (182) (15) (15)

(b) Interest rate risks

As the Group has no significant interest-bearing assets, the Group’s income and operating cash flows are substantially unaffected by changes in market interest rates, except for the interest rate risks arising from the Group’s borrowings.

The Group’s interest risk mainly arises from borrowings, details of which are set out in Note 21(c). Borrowings expose the Group and the Company to cash flow interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk. The Group’s policy is to obtain the most favourable interest rates available without increasing its foreign currency exposure. Surplus funds are placed with reputable banks.

The Group’s borrowings at variable rates on which effective hedges have not been entered into, are denominated mainly in RMB, JPY and USD. If their interest rates increase/decrease by 0.5% (2008: 0.5%) with all other variables including tax rate being held constant, the Group’s net profit will be lower/higher by $64,000 (2008: $35,000).

The Company’s borrowings at variable rates on which effective hedges have not been entered into, are denominated mainly in USD. If the USD interest rates increase/decrease by 0.5% (2008: 0.5%) with all other variables including tax rate being held constant, the Company’s net profit will be lower/higher by $14,000 (2008: $14,000).

(c) Credit risk

TheGroup’scompanies,exceptforFujianJ.K.WiringSystemsCo.,Ltd,donothaveasignificantexposuretoanyindividualcustomerorcounterpart.FujianJ.K.WiringSystemsCo.,LtdisacontractmanufacturerofSumitomoWiringSystemsLtd,acompanyestablishedinJapan,beingtheonlycustomerofFujianJ.K.Wiring Systems Co., Ltd.

The Group has policies in place to ensure that sales of products and services are made to customers with a good credit history.

The credit risk for trade receivables based on the information provided to key management is as follows:

Group2009 2008$’000 $’000

By geographical areasSingapore 20 -People’s Republic of China 31,653 28,525

31,673 28,525





(c) Credit risk (cont’d)

Most of the Group’s cash and cash equivalents are deposited with banks in PRC. The carrying amounts of trade receivables represent the Group’s maximum exposure to credit risk in relation to its financial assets. The Group’s credit terms range from 90 days to 180 days.

No other financial assets carry a significant exposure to credit risk.

The age analysis of trade receivables past due but not impaired is as follows:

Group2009 2008$’000 $’000

Past due 0 to 6 months 5,329 7,690Past due over 6 months 8,320 4,362

13,649 12,052

(d) Liquidity risk

The Group adopts prudent liquidity risk management by maintaining sufficient cash and having adequate committed credit facilities. Due to the dynamic nature of the underlying businesses, the Group aims at maintaining flexibility in funding by keeping committed credit lines available.

The maturity for the Group’s financial liabilities based on the information provided to key management is as follows:

Current Non-current1 to 12 2 to 5 AfterMonths years 5 yearsS$’000 S$’000 S$’000

GroupAs at 31 December 2009Trade payables 28,043 - -Other payables 4,532 - -Bill payables 6,432 - -Bank overdraft 29 - -Bank loans 19,132 1,394 554Obligation under finance lease 25 - -

As at 31 December 2008Trade payables 19,057 - -Other payables 3,529 - -Bill payables 3,905 - -Bank overdraft 398 - -Bank loans 23,504 797 636Obligation under finance lease 42 24 -





(e) Capital management

TheGroup’sobjectiveswhenmanagingcapitalare:

• tosafeguardtheGroup’sabilitytocontinueasagoingconcern,sothatitcancontinuetoprovidereturns for shareholders and benefits for other stakeholders, and

• toprovideanadequatereturntoshareholdersbypricingproductsandservicescommensuratelywiththe level of risk.

The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makesadjustmentstoitinthelightofchangesineconomicconditionsandtheriskcharacteristicsoftheunderlyingassets.Inordertomaintainoradjustthecapitalstructure,theGroupmayadjusttheamountof dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

The Group monitors capital based on a gearing ratio.

The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as borrowings plus bill payables, trade and other payables less cash and cash equivalents. Total capital comprises all components of equity (i.e. share capital, minority interests, retained earnings, other reserves and statutory reserves). The gearing ratios at 31 December 2009 and 2008 were as follows:

Group2009 2008$’000 $’000

Total debt 62,461 54,388Less: cash and cash equivalents (15,869) (11,653)Net debt 46,592 42,735

Total equity 82,654 74,683

Debt-to-adjustedequityratio 0.56 0.57




31. significant related party transactions

In addition to the related party information shown elsewhere in the consolidated financial statements of the Group, the following transactions took place between the Group and related parties during the financial year ended 31 December 2009 on terms agreed by the parties concerned:

(a) Sales and purchases of goods and services

SumitomoWiring Systems Ltd (1)

Juan Kuang (Pte) Ltd (2)

Juan KuangHoldings Sdn Bhd (2)

2009 2008 2009 2008 2009 2008$’000 $’000 $’000 $’000 $’000 $’000

Sales of goods 77,979 100,990 406 319 457 452Purchase of raw Materials from 38,047 43,336 - - - -

(1) SumitomoWiringSystemsLtdisaminorityshareholderofoneoftheCompany’ssubsidiaries,FujianJ.KWiringSystems Co., Ltd.

(2) Juan Kuang (Pte) Ltd and Juan Kuang Holdings Sdn Bhd are related to the Company and the Group through common directors.

(b) Key management’s remuneration

The key management’s remuneration included fees, salary, bonus, commission and other emoluments (including benefits-in-kind) computed based on the cost incurred by the Group and the Company, and where the Group or Company did not incur any costs, the value of the benefit. The key management’s remuneration is as follows:

2009$’000

2008$’000

Directors’ fees 168 168Salaries and other short term employee benefits 1,017 1,087Contribution to defined contribution plans 10 23

1,195 1,278

Included in the above is total compensation to directors of the Company amounting to $675,000 (2008: $688,000).

32. segment information

For management purposes, the Group is organised business units based on their products and services, and has four main reportable operating segments as follows:

- Electric lighting products – manufacture and sale of electrical lighting products, fixtures and accessories - Wire Harness – manufacture and sale of wire harness products - Semiconductor – manufacture, assembly and sale of semiconductor and multi-layer packages - Others – manufacture of safe deposit box and rental of investment properties

Segment assets consist primarily of property, plant and equipment, inventories, trade and other receivables, cash and cash equivalents, and mainly exclude investment properties and inter-segment balances. Segment liabilities comprise operating liabilities and exclude inter-segment balances. Capital expenditures comprise additions to property, plant and equipment (Note 17) and addtions of intangible assets (Note 19).




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32. segment information (cont’d)

Geographical segment

The Group’s three business segments operate in the following geographical areas:

PRC – the area of operations mainly arise from energy saving lighting products, low voltage electrical, low voltage and semiconductor activities.

Japan – the area of operations mainly arise from wire harness activities.

America – the area of operations mainly arise from energy saving lighting products, low voltage electrical and low voltage activities.

Others – the area of operations mainly arise from low voltage electrical and low voltage activities in Europe and Southeast Asia regions.

PRC Japan America* Others Group2009 2008 2009 2008 2009 2008 2009 2008 2009 2008$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Segment revenue

Sales to external customers 41,597 41,910 77,755 100,906 32,702 21,047 12,723 13,619 164,777 177,482

Other geographical information

Segment assets 144,739 128,415 - - - - 2,667 2,540 147,406 130,955

Capital expenditure 6,838 4,903 - - - - 2 - 6,840 4,903

* A larger portion of the America sales above was executed through one of our distributors in Hong Kong.

Sales are based on the country in which the customer is located. Total assets and capital expenditure are shown by the geographical area where the assets are located.

Informationaboutamajorcustomer

Revenuefromonemajorcustomeramountsto$15,612,000(RMB73,323,000)[2008:$4,394,000(RMB21,572,000)],arising from sales by the electric lighting products segment.




33. New accounting standards and FRs interpretation

Certain new standards, amendments and interpretations to existing standards have been published and are mandatory for the Group’s accounting periods beginning on or after 1 January 2010 or later periods and which the Group has not early adopted. The Group’s assessment of the impact of adopting those standards, amendments and interpretations that are relevant to the Group is set out below:

(a) Amendments to FRS 39 Financial Instruments: Recognition and Measurement– Eligible Hedged Items (effective for annual periods beginning on or after 1 July 2009)

This amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows is eligible for designation should be applied in particular situations. The Group will apply this amendment from 1 January 2010, but it is not expected to have a material impact on the financial statements.

(b) FRS 27 (revised) Consolidated and Separate Financial Statements (effective for annual periods beginning on or after 1 July 2009).

FRS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. The Group will apply FRS 27 (revised) prospectively to transactions with minority interests from 1 January 2010.

(c) FRS 103 (revised) Business Combinations (effective for annual periods beginning on or after 1 July 2009)

FRS 103 (revised) continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed. The Group will apply FRS 103 (revised) prospectively to all business combinations from 1 January 2010.

34. Authorisation of financial statements

These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of JK Yaming International Holdings Ltd on 29 March 2010.



SHareHoLDerS’ InFormatIonAs at 18 March 2010

Issued and Paid-up Capital : S$40,862,335Class of shares : Ordinary Shares Voting Rights : One Vote per Ordinary ShareNo. of Holders : Ordinary Share : 344 holders

Distribution of shareholdings as at 18 March 2010

size of shareholdings No. of shareholders % No. of shares %

1 – 999 2 0.58 10 0.001,000 – 10,000 181 52.62 1,065,040 0.5310,001 – 1,000,000 141 40.99 13,869,000 6.831,000,001 and above 20 5.81 188,014,130 92.64Total 344 100.00 202,948,180 100.00

Direct and Indirect Interest of substantial shareholders as at 18 March 2010

Name of substantial shareholdersDirect Interest Indirect Interest

No. of shares % No. of shares %

Ang Chiong Chai 36,136,040 17.80 49,722,2251 24.50Juan Kuang Holdings Sdn Bhd 48,822,225 24.06 - -Phihong International Corp 38,511,000 18.98 - -Amko Industrial Co., Ltd 21,913,155 10.80 - -Nanping Holdings Ltd 17,024,750 8.39 - -Juan Kuang (Pte) Ltd 900,000 0.44 48,822,2252 24.06Dato’ Ng Kim Poh 827,000 0.41 21,913,1553 10.80Zheng Qingfa - - 17,024,7504 8.39Chen Min - - 17,024,7504 8.39

Note :-

1. Deemed interest by virtue of his interests (direct of 5.5% and indirect through Juan Kuang (Pte) Ltd of 40.6%) in Juan Kuang Holdings Sdn Bhd, and direct interest of 56.62% in Juan Kuang (Pte) Ltd.

2. Deemed interest by virtue of its direct interest of 40.6% in Juan Kuang Holdings Sdn Bhd3. Deemed interest by virtue of his direct interest of 96% in Amko Industrial Co., Ltd4. Deemed interest by virtue of their direct interest of 50% each, in Nanping Holdings Ltd



SHareHoLDerS’ InFormatIonAs at 18 March 2010

Twenty Largest shareholders as at 18 March 2010

shareholders’ Name No. of shares %

1. Merrill Lynch (Singapore) Pte Ltd 38,511,000 18.982. Juan Kuang Holdings Sdn Bhd 31,822,225 15.683. Amko Industrial Co., Ltd 21,913,155 10.804. Mayban Nominees (S) Pte Ltd 18,640,000 9.185. SBS Nominees Pte Ltd 17,226,000 8.496. Nanping Holdings Ltd 17,024,750 8.397. United Overseas Bank Nominees Pte Ltd 10,142,000 5.008. Hong Leong Finance Nominees Pte Ltd 5,273,000 2.609. Chua Cheok Yong 4,245,000 2.0910. RHB Bank Nominees Pte Ltd 3,550,000 1.7511. Chua Boon Pin (Cai Wenbin) 3,513,000 1.7312. Michael Ng 3,112,000 1.5313. Kim Eng Securities Pte Ltd 2,040,000 1.0114. HSBC (Singapore) Nominees Pte Ltd 1,998,000 0.9815. Citibank Nominees Singapore Pte Ltd 1,944,000 0.9616. Quek Soo Song 1,849,000 0.9117. Hew Kim Loh 1,500,000 0.7418. Heng Jee Pang 1,400,000 0.6919. UOB Kay Hian Pte Ltd 1,183,000 0.5820. CIMB-GK Securities Pte Ltd 1,128,000 0.56

Based on Shareholders’ Information as at 18 March 2010, approximately 19.08% of the issued ordinary shares of the Company are held by the public and therefore, Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited, is complied with.



NotICe oF annUaL GeneraL meetInG

NOTICE Is HEREBY GIVEN that the Annual General Meeting of the Company will be held at The Parawave, Level 4 Paramount Hotel, 25 Marine Parade, Singapore 449536 on 28 April 2010 at 10.00 a.m. to transact the following businesses:-

As ORDINARY BusINEssEs :

1. To receive and adopt the Directors’ Report and Audited Financial Statements of the Company for the financial year ended 31 December 2009 together with the Independent Auditor’s Report thereon.

Resolution 1

2. To approve the payment of a tax exempt (one-tier) First and Final Dividend of 0.9 cents per ordinary share for the financial year ended 31 December 2009.

Resolution 2

3. To approve the payment of Directors’ fees of S$168,000 for the financial year ended 31 December 2009.

Resolution 3

4. To re-elect the following Directors of the Company, retiring by rotation pursuant to Article 91 of the Company’s Articles of Association :-

Mr. Chen Min(a) Resolution 4

Mr. Lee Ah Fong James(b) Mr. Lee Ah Fong James will, upon re-election as a Director of the Company, remain as Chairman of the Nominating Committee and member of the Audit Committee and Remuneration Committee, of the Company. He will be considered to be independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”).

Resolution 5

Mr. Seow Seng Wei (c) Mr. Seow Seng Wei will, upon re-election as a Director of the Company, remain as Chairman of the Remuneration Committee and member of the Audit Committee and Nominating Committee, of the Company. He will be considered to be independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST.

Resolution 6

5. To re-appoint the following Directors of the Company, pursuant to the Section 153(6) of the Companies Act, Chapter 50 (“the Act”) of Singapore to hold such office from the date of this Annual General Meeting until the next Annual General Meeting of the Company:-

(a) Mr. Ang Chiong Chai Mr. Ang Chiong Chai will, upon re-appointed as a Director of the Company, remain as

the Chairman of the Company and a member of the Nominating Committee.

Resolution 7

(b) Mr. Tan Boon Kiat @ Tan Ka Seng Resolution 8

6. To re-appoint Messrs LTC LLP as the Auditors of the Company and to authorise the Directors to fix their remuneration.

Resolution 9




As sPECIAL BusINEssEs :

To consider and, if thought fit, to pass the following ordinary resolutions with or without modifications:-

7. Authority to issue shares Resolution 10

“(a) That pursuant to Section 161 of the Act, and the provisions of Rule 806 of the Listing Manual of the SGX-ST, the Directors be empowered to allot and issue shares and convertible securities in the capital of 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:-

(i) the aggregate number of shares (including shares to be issued in accordance with the terms of convertible securities issued, made or granted pursuant to this Resolution) to be allotted and issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the total number issued shares excluding treasury shares, oftheCompanyatthetimeofthepassingofthisResolution;and

(ii) the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to existing shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued shares excluding treasury shares, of the Company at the time of the passing of this Resolution.

(b) For the purpose of determining the aggregate number of shares that may be issued under (a) above, the percentage of issued share capital is based on the issued share capitaloftheCompanyatthetimeofthepassingofthisresolution,afteradjustingfor:-

(i) newsharesarisingfromtheconversionorexerciseofconvertiblesecurities;

(ii) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing of the resolution approving the mandate, provided the options or awards were granted in compliance with PartVIIIofChapter8oftheSGX-STListingManual;and

(iii) any subsequent bonus issue, consolidation or subdivision of shares.

(c) The 50% limit in (a) above may be increased to 100% for the Company to undertake pro-rata renounceable rights issues.

and unless revoked or varied by the Company in General Meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting is required by law to be held or in relation to sub-paragraph (c) above, 31 December 2010 or such other deadline as may be extended by SGX-ST, whichever is the earlier.”

(See Explanatory Note 1)



8. Authority to issue shares (other than on a pro-rata basis) with a maximum discount of 20%

Resolution 11

“ThatsubjecttoandpursuanttotheshareissuemandateintheResolutionNo.10abovebeing obtained, authority be and is hereby given to the Directors to issue new shares other than on a pro-rata basis to shareholders of the Company at an issue price per new share which shall be determined by the Directors in their absolute discretion provided that such price shall not represent more than a 20% discount for new shares to the weighted average price per share determined in accordance with the requirements of the SGX-ST.”


9. Proposed Renewal of the shareholders’ Mandate for Interested Person Transactions Resolution 12

“That for the purposes of Chapter 9 of the Listing Manual of the SGX-ST :-

(a) approval be given for the renewal of the mandate for the Company, its subsidiaries and target associated companies or any of them to enter into any of the transactions falling within the types of Interested Person Transactions as set out in paragraph 3 of the Company’s Circular to Shareholders dated 13 April 2010 (“Circular”) with any party who is of the class of Interested Persons described in the Circular, provided that such transactions are carried out in the normal course of business, at arm’s length and on commercial terms and in accordance with the guidelines of the Company for Interested PersonTransactionsassetoutintheCircular(the“Shareholders’Mandate”);

(b) the Shareholders’ Mandate shall, unless revoked or varied by the Company in a general meeting, continue in force until the date on which the next Annual General Meeting of theCompanyisorisrequiredbylawtobeheld,whicheveristheearlier;and

(c) authority be given to the Directors of the Company to complete and do all such acts and things (including executing all such documents as may be required) as they may consider necessary, desirable or expedient to give effect to the Shareholders’ Mandate as they may think fit.”


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




NOTICE OF BOOKs CLOsuRE AND DIVIDEND PAYMENT DATE

NOTICEISHEREBYGIVENthatsubjecttoapprovalbeingobtainedattheAnnualGeneralMeetingtobeheldatTheParawave, Level 4 Paramount Hotel, 25 Marine Parade, Singapore 449536 on 28 April 2010 at 10.00 a.m.:-

1. A tax exempt (one-tier) First and Final Dividend of 0.9 cents per ordinary share for the financial year ended 31 December 2009 will be paid on 18 May 2010.

2. The Share Transfer Books and Register of Members of the Company will be closed on 7 May 2010 for the purpose of determining the shareholders’ entitlement to the dividend. Duly completed and stamped transfers received by the Company’s share registrar, Boardroom Corporate & Advisory Services Pte Ltd at 50 Raffles Place, Singapore Land Tower, #32-01, Singapore 048623, up to 5.00 p.m. on 6 May 2010 will be registered to determine shareholders’ entitlements to the dividend. Shareholders (being depositors) whose securities account with The Central Depository (Pte) Limited are credited with shares in the Company as at 5.00 p.m. on 6 May 2010 will be entitled to the dividend.

ON BEHALF OF THE BOARD


13 April 2010

Explanatory Notes:-

1. special Business – Item 7 of the Agenda

Ordinary Resolution 10 proposed in item no. 7 above, if passed, will empower the Directors, from the date of the passing of Ordinary Resolution 10 to the date of the next Annual General Meeting, to issue Shares in the capital of the Company and to make or grant instruments (such as warrants or debentures) convertible into Shares, and to issue Shares in pursuance of such instruments, up to an amount not exceeding in total 50% of the issued Shares (excluding treasury shares) in the capital of the Company, with a sub-limit of 20% of the issued Shares (excludingtreasuryshares)forissuesotherthanonaproratabasistoshareholders.Theforegoingissubjecttothe exception that where the Company undertakes a renounceable pro rata issue of Shares (including Shares to be issued pursuant to such instruments), the maximum number of such Shares that can be issued is 100% of the issued Shares (excluding treasury shares) in the capital of the Company.

In exercising the authority conferred by Ordinary Resolution 10, the Company shall comply with the requirements of the SGX-ST (unless waived by the SGX-ST), all applicable legal requirements and the Company’s Articles of Association. [Rule 806 of the SGX-ST Listing Manual presently allows a listed issuer to seek a general mandate from shareholders for inter alia issuance of new shares and convertible securities on a pro-rata basis amounting to not more than 50% of its issued share capital (excluding treasury shares).]

On 19 February 2009, the SGX-ST released a press release of new measures effective on 20 February 2009 (the “PressRelease”);thenewmeasuresincludeallowingissuerstoissueupto100%ofitsissuedsharecapitalviaaproratarenounceablerights issue,subjecttotheconditionthattheissuermakesperiodicannouncementson the use of the proceeds as and when the funds are materially disbursed and provides a status report on the use of proceeds in its annual report. The Press Release states that this new measure will be in effect until 31 December 2010 when it will be reviewed by the SGX-ST.





The Ordinary Resolution 11 proposed in item 8 above, if passed, will empower the Directors, pursuant to the general mandate to issue Shares set out in Ordinary Resolution 10, to issue Shares other than on a pro rata basis to shareholders of the Company, at a discount to the weighted average price of the Shares on the SGX-ST for the full market day on which the placement or subscription agreement is signed (or if not available, the weighted average price based on the trades done on the preceding market day), exceeding 10% but not more than 20%.

In exercising the authority conferred by Ordinary Resolution 11, the Company shall comply with the requirements of the SGX-ST (unless waived by the SGX-ST), all applicable legal requirements and the Company’s Articles of Association. Rule 811(1) of the SGX-ST Listing Manual presently provides that an issue of shares must not be priced at more than 10% discount to the weighted average price for trades done on the SGX-ST for the full market day on which the placement or subscription agreement is signed (or if not available, the weighted average price based on the trades done on the preceding market day).

The Press Release also included a new measure allowing issuers to undertake placements of new shares using thegeneralmandatetoissueshares,pricedatdiscountsofupto20%,subjecttotheconditionsthattheissuerseeks shareholders’ approval in a separate resolution at a general meeting to issue new shares on a non pro-rata basis at a discount exceeding 10% but not more than 20%, and the general share issue mandate resolution is not conditional on this resolution. Ordinary Resolution 11 has been included following this new measure. The Press Release states that this new measure will also be in effect until 31 December 2010 when it will be reviewed by the SGX-ST.


The Ordinary Resolution 12 proposed in item no. 9 above, if passed, will authorise the Interested Person Transactions as described in the Circular and recurring in the year and will empower the Directors to do all acts necessary to give effect to the Shareholders’ Mandate. This authority shall, unless revoked or varied by the Company in general meeting, continue in force until the date on which the next Annual General Meeting of the Company is or is required by law to be held, whichever is the earlier.

4. Appointment of Proxy

a) A Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint not more than two proxies to attend and vote instead of him.

b) In any case where the Proxy Form appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the Proxy Form.

c) A proxy need not be a Member.

d) The Proxy Form shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.

e) The Proxy Form and the power of attorney or other authority (if any) under which it is signed or a duly certified copy of that power or attorney, shall be delivered to the Company’s registered office at 160 Paya Lebar Road, #08-03 Orion Industrial Building, Singapore 409022, not less than forty-eight (48) hours before the time appointed for holding the Meeting.

f) TheProxyFormshallbedeemedtoconferauthorityupontheproxytodemandorjoinindemandingapoll and to vote on any resolution put to the meeting as the proxy thinks fit and shall be valid as well for anyadjournmentofthemeeting.




JK YAMING INTERNATIONAL HOLDINGs LTD(Company No. : 199906353N) (Incorporated in the Republic of Singapore)

ANNUAL GENERAL MEETING

proXY Form

IMPORTANT

1. For investors who have used their CPF monies to buy JK Yaming International Holdings Ltd shares, the Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent 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 _____________________________________________________________________________________________________

of _________________________________________________________________________________________________________

________________________________________________________________________________________________________

being *a member/members of JK Yaming International Holdings Ltd (the “Company”), hereby appoint

Name Address NRIC/ Passport No.

Proportion of shareholdings to be

represented by proxy (%)

*and/or

as *my/our *proxy/proxies to vote for *me/us on *my/our behalf and, if necessary, to demand a poll, at the Annual General Meeting of the Company to be held at The Parawave, Level 4 Paramount Hotel, 25 Marine Parade, Singapore 449536 on 28 April 2010 at 10.00 a.m., andatanyadjournmentthereof.

*I/we direct *my/our *proxy/proxies to vote for or against the Ordinary Resolutions to be proposed at the Annual General Meeting as indicated with an “X” in the spaces provided hereunder. If no specified directions as to voting are given, the *proxy/proxies will vote or abstain from voting at *his/their discretion.

No. Ordinary Resolutions For Against1. To receive and adopt the Directors’ Report and Audited Financial Statements of

the Company for the financial year ended 31 December 2009, together with the Independent Auditor’s Report thereon.

2. To approve the payment of a tax exempt (one-tier) First and Final Dividend of 0.9 cents per ordinary share for the financial year ended 31 December 2009.

3. To approve the payment of Directors’ fees of S$168,000 for the financial year ended 31 December 2009.

4. To re-elect Mr. Chen Min, the Director of the Company retiring by rotation pursuant to Article 91 of the Company’s Articles of Association.

5. To re-elect Mr. Lee Ah Fong James, the Director of the Company retiring by rotation pursuant to Article 91 of the Company’s Articles of Association.

6. To re-elect Mr. Seow Seng Wei, the Director of the Company retiring by rotation pursuant to Article 91 of the Company’s Articles of Association.

7. To re-appoint Mr. Ang Chiong Chai, the Director of the Company pursuant to the Section 153(6) of the Companies Act (Chapter 50).

8. To re-appoint Mr. Tan Boon Kiat @ Tan Ka Seng, the Director of the Company pursuant to the Section 153(6) of the Companies Act (Chap 50).

9. To re-appoint Messrs LTC LLP as the Auditors of the Company and to authorise the Directors to fix their remuneration.

10. Authority to allot shares.11. Authority to issue shares (other than on a pro-rata basis) with a maximum discount

of 20%.12. Proposed Renewal of the Shareholders’ Mandate for Interested Person

Transactions.

Dated this ________day of ____________________ 2010 Total Number of shares Held

________________________________________Signature(s) of Member(s)/Common Seal* Delete accordingly IMPORTANT. Please read notes overleaf

Notes:-

a) A Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint not more than two proxies to attend and vote instead of him.

b) In any case where the Proxy Form appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the Proxy Form.

c) A proxy need not be a Member.

d) The Proxy Form shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.

e) The Proxy Form and the power of attorney or other authority (if any) under which it is signed or a duly certified copy of that power or attorney, shall be delivered to the Company’s registered office at 160 Paya Lebar Road, #08-03 Orion Industrial Building, Singapore 409022, not less than forty-eight (48) hours before the time appointed for holding the Meeting.

f) TheProxyFormshallbedeemedtoconferauthorityupontheproxytodemandorjoinindemandingapollandtovoteonanyresolutionputtothemeetingastheproxythinksfitandshallbevalidaswellforanyadjournmentofthemeeting.

g) 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, Chapter 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 the number of shares. If the member has shares entered against his name in the Depository Register and shares registered in his name in the Register of Members of the Company, 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 of the Company.

h) TheCompanyshallbeentitledto reject the instrumentappointingaproxyorproxies if it is incomplete, improperlycompletedor illegibleorwhere the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of members of the Company whose shares are entered against their names in the Depository Register, theCompanymayrejectany instrumentappointingaproxyorproxies lodgedifsuchmembersarenotshowntohavesharesenteredagainsttheir names in the Depository Register 48 hours before the time appointed for holding the Annual General Meeting as certified by The Central Depository (Pte) Limited to the Company.

i) A Depositor shall not be regarded as a member of the Company entitled to attend the Annual General Meeting and to speak and vote thereat unless his name appears on the Depository Register 48 hours before the time set for the Annual General Meeting.

AFFIXSTAMP

The Company secretary JK YAMING INTERNATIONAL HOLDINGs LTD 160 Paya Lebar Road #08-03 Orion Industrial Building Singapore 409022

160 Paya Labar Road #08-03/04 orion Industrial BuildingSingapore 409022

Tel: +65 6846 9063Fax: +65 6846 8212

www.jkyaming.com www.fjjk.com

Email: [email protected]


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