SU YEANG - 联合早报网ir.zaobao.com.sg/ges/pages/ges2002ar.pdfAuditor’s Report to the Members of GES International Limited 14 Summary Balance Sheets 16 Summary Profit and Loss

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Title: GBS ANNUAL REPORT 2002

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C o n t e n t s

Chairman’s Statement 1

Corporate Data 3

Summary Directors’ Report 4

Auditor’s Report to the Members of GES International Limited 14

Summary Balance Sheets 16

Summary Profit and Loss Accounts 18

Summary Statements of Changes in Equity 19

Summary Consolidated Statement of Cash Flows 21

Notes to the Summary Financial Statements 24

Statistics of Shareholdings 32

Notice of Annual General Meeting 34

Proxy Form 37

Request Form 39

Title: GBS ANNUAL REPORT 2002

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GES International Limited and Subsidiary Companies

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CHAIRMAN’S STATEMENT

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This financial year has been a challenging year of transition and transformation for GES International Limited (the "Group" or "GIL"), with the Group expanding andrecreating itself in size, scope and structure through acquisition, demerger and enhancement of capabilities.

In the year, we reduced our focus on PC manufacturing activities – the industry being at the most volatile juncture in IT history – to concentrate more on OriginalDesign and Manufacturing ("ODM") activities.

In August 2001, this strategy saw us enter into a union with Eltech Electronics Limited ("Eltech" or "the Eltech Group"), a US and Malaysia-based Original Equipmentand Manufacture ("OEM") player. It was a strategic union, as it allowed us to leverage on Eltech’s client base to expand into broad-based commercial and industrialODM activities. Our thrust in this direction saw us win a number of new clients in the year, including several major multinationals, advancing us forward in our goalto be a significant ODM player. The rapid development of our ODM client base will provide the framework for further growth for the Group in the years ahead.

Also, in March 2002, we split the manufacturing and distribution arm of the Group into two separately listed entities, GES International Limited and DigilandInternational Limited ("Digiland" or "the Digiland Group"). We undertook the Demerger to allow both companies to fulfil their respective corporate objectives. Thismove helps unlock the value of both companies by giving each entity the freedom to pursue its own strategies and growth path; it realises our goals of allowing bothcompanies to be independently managed while enabling Digiland to tap the capital market for funds to drive its growth. At the same time, it enables shareholdersto invest in two focused companies involved in two very different businesses – Design and Manufacturing and IT distribution.

STRONGER AND MORE AGILE THAN BEFOREDespite battling a US downturn, a protracted Asian recession, and a persistently dampened IT sector, the Group realised a 22 per cent. increase in net profits to S$20.1million for the year ending June 2002.

The result was achieved minus the contribution of three months of revenue from former subsidiary Digiland as a result of our Demerger in March 2002.

It affirmed that we were on the right path when we took the key decision to scale down our PC manufacturing activities to concentrate on ODM and other OEMmanufacturing activities in 2001.

We also managed to emerge with a sounder infrastructure.

We strengthened our position in the research and development (“R&D”), manufacture and marketing of ODM products with new bases in China, Malaysia, and theUSA. With our extended, multi-sited facilities, we now offer comprehensive and convenient services to best meet the needs of our clients.

In addition, we are in a strong financial position at this stage. We were able to repay most of our borrowings at the close of the financial year, reducing our net debtvery significantly. Our cash flow has correspondingly improved.

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THE NEW GIL This has been a landmark year, with strategic initiatives that have dramatically altered the landscape and scope of our business.

While these initiatives have created a new framework of growth for the Group, they have, understandably, confused many in the marketplace, who are asking justwhat it is we do.

Today, we are, and remain, a leading ODM/OEM manufacturer of Point of Sales (POS) systems, computers and other electronic and industrial equipment. However,our focus is now on the ODM industry, with the PC sector contributing just 5 percent to revenue.

LOOKING AHEADOur expanding product portfolio and newly recruited clients have boosted our prospects. We intend to make the most of the opportunities opening up to us.

Our efforts will continue to be focused on establishing ourselves as a supplier of choice in the ODM market.

To conclude, I believe GIL has the resources to stay in tune with the changing business landscape. With the continued support of committed colleagues, shareholders,employees, customers and vendors, we will be able to tackle the challenges to come, to continue to grow.

We appreciate your support and confidence in this very dynamic year, and we will make the most of the momentum of this year. With this, I am pleased to recommenda final dividend of 3.5 per cent. or 0.7 Singapore cents per share, to be approved by the shareholders at our forthcoming Annual General Meeting.

GOH LIK TUANExecutive Chairman


CORPORATE DATA

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GES International LimitedARBN 063 850 448 (Incorporated in Singapore)

Board of DirectorsGoh Lik Tuan Executive ChairmanDaniel Yeong Bou Wai Managing DirectorOng Seow Yong Independent DirectorRichard John Colless Independent DirectorTerence Edward O’Connor Independent Director

Company SecretariesLau Wee NahTan San-Ju

Audit CommitteeTerence Edward O’Connor ChairmanOng Seow YongRichard John Colless

Remuneration CommitteeOng Seow Yong ChairmanTerence Edward O’ConnorRichard John Colless

Nominating CommitteeRichard John Colless ChairmanTerence Edward O’ConnorOng Seow Yong

AuditorsErnst & YoungCertified Public Accountants10 Collyer Quay#21-01 Ocean BuildingSingapore 049315Partner-in-charge: Mr Steven Phan Swee KimDate of Appointment: Since 1997

Registered Office28 Marsiling Lane, Singapore 739152Tel: (65) 6732 9898 Fax: (65) 6368 6225E-mail: [email protected]: www.ges.com.sg

Principal Bankers• ABN-Amro Bank N.V.• BNP PARIBAS, Singapore Branch• Citibank, N.A.• Deutsche Bank AG, Singapore Branch• Malayan Banking Berhad• Oversea Chinese Banking Corporation Limited• The Development Bank of Singapore Limited• United Overseas Bank Limited

Share Registrars & OfficeLim Associates (Pte) Ltd10 Collyer Quay #19-08, Ocean Building,Singapore 049315Tel: (65) 6536 5355 Fax: (65) 6536 1360

Computershare Investor Services Pty LimitedLevel 12, 565 Bourke StreetMelbourne, Victoria 3000, AustraliaTel: (61) 3-9611 5711 Fax: (61) 3-9611 5710

Stock Exchange ListingsThe company’s shares are quoted on:• Singapore Exchange Securities Trading Limited• Australian Stock Exchange Limited


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SUMMARY DIRECTORS’ REPORT(Amounts in Singapore dollars)

IMPORTANT NOTEThe Summary Financial Statements as set out in pages 4 to 31 contains only a summary of the information in the Directors’ Report and financial statements of theCompany’s Annual Report. It does not contain sufficient information to allow for a full understanding of the results and state of affairs of the Company and of theGroup. For further information, the full financial statements, the Auditors’ Report on those statements and the Directors’ Report in the Company’s Annual Reportshould be consulted. Shareholders may request for a copy of the Company’s Annual Report at no cost. Please use the Request Form at the end of the SummaryFinancial Statements.

DIRECTORSThe Directors of the Company in office at the date of this report are:

Goh Lik Tuan (Chairman)Yeong Bou Wai (Managing Director)Ong Seow YongRichard John CollessTerence Edward O’Connor

PRINCIPAL ACTIVITIESThe principal activities of the Company are those of investment holding and the provision of management services. The Company, incorporated in Singapore, is listedon the Australian Stock Exchange and Singapore Exchange Securities Trading Limited.

During the financial year, the Company acquired an additional interest of 41.78% in Eltech Electronics Limited pursuant to its conditional offer on 23 July 2001 toacquire all the issued capital of Eltech Electronics Limited. Accordingly Eltech Electronics Limited became a subsidiary of the Company on 13 August 2001.

The principal activities of Eltech Electronics Limited and its subsidiary companies are those of investment holding, provision of customised manufacturing services tothe electronic industry and property development. Subsequent to Eltech Electronics Limited becoming a subsidiary company, the Group disposed off its propertydevelopment subsidiary companies which comprised of Eltech Investment Pte Ltd, Eltech Properties Pte Ltd and Eltech Land Pte Ltd on 11 December 2001.

On 22 March 2002, the Group demerged its distribution division, (the “Demerger”), comprising of Digiland International Limited (“Digiland”)(formerly known asDigiland International Pte Limited) and its subsidiary companies (“Digiland Group”). The Company’s investment in the issued and paid-up share capital of Digilandwas distributed to the members of the Company pursuant to a capital reduction exercise. And on 28 March 2002, Digiland was admitted to the Official List of theSingapore Exchange Securities Trading Limited.


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SUMMARY DIRECTORS’ REPORT (CONT’D)(Amounts in Singapore dollars)

PRINCIPAL ACTIVITIES (CONT’D)The principal activities of its subsidiary companies comprise:

• Import, export, assembly and manufacturing of and dealing in all kinds of computers and related computer support systems• Investment holding and provision of customised manufacturing services to the electronic industry

There have been no significant changes in the nature of the Group’s principal activities during the financial year except for those stated above.

RESULTS FOR THE FINANCIAL YEAR

Group Company$’000 $’000

Net profit attributable to shareholders 20,145 7,756Accumulated profits brought forward, as previously reported 45,445 962 Effect of changes in accounting policies 4,165 4,165 As restated 49,610 5,127

69,755 12,883 Demerger (9,227) - Dividends paid, tax exempt (7,735) (7,735)Accumulated profits carried forward 52,793 5,148

DIVIDENDSDuring the financial year, a final tax exempt dividend of 3.5% per ordinary share, amounting to $4,165,000, was paid in respect of the previous financial year asproposed in the previous Directors’ report.

During the financial year, an interim tax exempt dividend of 2.5% per ordinary share, amounting to $3,570,000, was paid in respect of the financial year under reviewas proposed by a Director’s Resolution.

The Directors propose that a final tax exempt dividend of 3.5% per ordinary share, amounting to $4,998,000 be paid in respect of the financial year under review.


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ACQUISITION AND DISPOSAL OF SUBSIDIARY COMPANIESDuring the financial year, the Group acquired additional interest in the following subsidiary company:

Net tangible Interest before and after Name of company Consideration assets additional acquisition

Before After $’000 $’000 % %

Eltech Electronics Limited 8,375 17,740 44.34 86.12

During the financial year, Eltech Electronics Limited disposed off the following subsidiary companies:

Net tangible assets/ Equity interest Name of company (liabilities) disposed

$’000 %

Eltech Investment Pte Ltd (10) 86.12 Eltech Properties Pte Ltd (974) 86.12 Eltech Land Pte Ltd 5,830 86.12

A consideration of $1 in cash was received for each of these companies and the outstanding loans owing by these companies and their subsidiary companies to EltechElectronics Limited were discharged.

As part of the Demerger, as stated in ‘Principal activities’ above, GES (Singapore) Pte Ltd (“GES”), a wholly-owned subsidiary of the Company transferred its 65.92%shareholding in Trans Europe Computer Limited to Digiland. The transfer is for a consideration of $1,661,916, being GES’s original cost of investment in Trans EuropeComputer Limited.

There were no other disposals of subsidiary companies during the financial year except for the Demerger mentioned above.


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ISSUE OF SHARES AND DEBENTURESDuring the financial year, the Company increased its authorised share capital from $160,000,000 divided into 800,000,000 ordinary shares of $0.20 each to$300,000,000 divided into 1,500,000,000 ordinary shares of $0.20 each by the creation of an additional 700,000,000 ordinary shares of $0.20 each.

The Company issued 2,778,210 ordinary shares of $0.20 each at $0.80 per share as consideration for the purchase of 6,945,525 shares in Eltech Electronics Limited.

The Company also issued 119,000,266 ordinary shares of $0.20 each at $0.30 per share for cash by way of a rights issue.

Other than the aforesaid, no other shares or debentures were issued during the financial year.

OPTIONS ON THE SHARES IN THE COMPANYThe GES International Limited Employees’ Share Option Scheme (“the Scheme”) enables selected employees of the Company and its subsidiary companies includingDirectors of the Company to subscribe for ordinary shares of $0.20 each in the capital of the Company. The size of the Scheme will not be more than 15% of theissued share capital of the Company at any time.

The Scheme is administered by the GES International Limited Employees’ Share Option Scheme Committee, consisting of a Director, who is also the Chairman of theRemuneration Committee, and three executive employees of the Company:

(i) Lim Tow Cheng (resigned on 28 March 2002)(ii) Ong Seow Yong (Director)(iii) Ng Won Lein(iv) Carol Tejosukmono(v) Quek Pek Chuan

During the financial year, offers of options were granted to the employees pursuant to the Scheme in respect of 15,279,800 unissued shares of $0.20 each in theCompany at an offer price of $0.39 per share.

Other information regarding the Scheme is set out below :

(i) The exercise price of the option can be set at a discount to the market price not exceeding 20% of the market price in respect of options granted at the time of grant; and

(ii) The shares under option is to be exercised in pre-determined blocks of shares ranging between 5,000 to 2,000,000 thereof on the payment of the exercise price.


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OPTIONS ON THE SHARES IN THE COMPANY (CONT’D)At the end of the financial year, options to take up 35,649,400 unissued shares of $0.20 each in the Company were outstanding:

Exercise period Number of unissued ordinary shares of $0.20 each Balance as at Options Adjusted for

Exercise July 2001/ lapsed/ rights issue Options Balance as at Date of grant From To price date of grant cancelled and Demerger ** exercised 30 June 2002

4.4.2001 5.4.2003 4.4.2011 0.35* 14,980,000 6,776,840 834,280 - 9,037,4404.4.2001 5.4.2004 4.4.2011 0.35* 7,490,000 3,388,420 417,140 - 4,518,720 4.4.2001 5.4.2005 4.4.2011 0.35* 6,490,000 3,388,420 305,140 - 3,406,7204.4.2001 5.4.2006 4.4.2011 0.35* 6,490,000 3,388,420 305,140 - 3,406,7202.5.2002 3.6.2003 2.5.2012 0.39 1,791,960 - - - 1,791,9602.5.2002 3.6.2004 2.5.2012 0.39 5,583,960 - - - 5,583,9602.5.2002 3.6.2005 2.5.2012 0.39 2,675,960 - - - 2,675,9602.5.2002 3.6.2006 2.5.2012 0.39 2,613,960 - - - 2,613,9602.5.2002 3.6.2007 2.5.2012 0.39 2,613,960 - - - 2,613,960

50,729,800 16,942,100 1,861,700 - 35,649,400

Pursuant to the Demerger, 80% of options granted to the Directors and employees of the Digiland Group were cancelled during the financial year. The remaining20% of the options, (approximately 2,772,200 options as at 30 June 2002) are exercisable during the following period:

(i) commencing on 5 April 2003 (being the date after the second anniversary of the Date of Grant of the Options); and

(ii) ending on 4 October 2003 (being the date falling 6 months thereafter).

* With effect from 22 March 2002, the subscription price for all outstanding options granted on 4 April 2001 was adjusted to take into account the impact ofthe rights issue and the Demerger. Accordingly, the subscription price was adjusted from $0.492 to $0.35.

** The number of outstanding options granted on 4 April 2001 were adjusted for the rights issue carried out during the financial year.


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OPTIONS ON THE SHARES IN THE COMPANY (CONT’D)Details of the options to subscribe for ordinary shares of $0.20 each in the Company granted to the Directors of the Company pursuant to the Scheme are as follows:

Adjusted for Total exercisedrights issue Granted during the

Directors of the Company 1 July 2001 and Demerger during the year year Total lapsed 30 June 2002 Exercise price Exercisable period

Yeong Bou Wai 2,000,000 224,000 – – – 2,224,000 0.35 5.4.2003 to 4.4.20111,000,000 112,000 – – – 1,112,000 0.35 5.4.2004 to 4.4.20113,000,000 336,000 – – – 3,336,000

Ong Seow Yong 60,000 6,720 – – – 66,720 0.35 5.4.2003 to 4.4.2011 30,000 3,360 – – – 33,360 0.35 5.4.2004 to 4.4.2011 30,000 3,360 – – – 33,360 0.35 5.4.2005 to 4.4.2011 30,000 3,360 – – – 33,360 0.35 5.4.2006 to 4.4.2011

150,000 16,800 – – – 166,800

Richard John Colless 60,000 6,720 – – – 66,720 0.35 5.4.2003 to 4.4.2011 30,000 3,360 – – – 33,360 0.35 5.4.2004 to 4.4.2011 30,000 3,360 – – – 33,360 0.35 5.4.2005 to 4.4.2011 30,000 3,360 – – – 33,360 0.35 5.4.2006 to 4.4.2011

150,000 16,800 – – – 166,800

Terence Edward O’Connor 60,000 6,720 – – – 66,720 0.35 5.4.2003 to 4.4.2011 30,000 3,360 – – – 33,360 0.35 5.4.2004 to 4.4.2011 30,000 3,360 – – – 33,360 0.35 5.4.2005 to 4.4.2011 30,000 3,360 – – – 33,360 0.35 5.4.2006 to 4.4.2011

150,000 16,800 – – – 166,800

Lim Tow Cheng 800,000 89,600 – – 711,680 177,920 0.35 5.4.2003 to 4.10.2003(resigned on 28 March 2002) 400,000 44,800 – – 355,840 88,960 0.35 5.4.2003 to 4.10.2003

400,000 44,800 – – 355,840 88,960 0.35 5.4.2003 to 4.10.2003 400,000 44,800 – – 355,840 88,960 0.35 5.4.2003 to 4.10.2003

2,000,000 224,000 – – 1,779,200 444,800


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OPTIONS ON THE SHARES IN THE COMPANY (CONT’D)Except as disclosed above, no other Directors were granted options under this Scheme and no participant received 5% or more of the total number of options availableunder the Scheme.

During the financial year, there were no shares of the Company or any corporation in the Group issued by virtue of the exercise of an option to take up unissuedshares.

At the end of the financial year, there were :

(i) no unissued shares of the Company under option except for the options granted under the GES International Limited Employees’ Share Option Schemedetailed above; and

(ii) no unissued shares of the subsidiary companies under option.

DIRECTORS’ INTERESTS IN SHARES AND DEBENTURESThe following Directors, who held office at the end of the financial year, had, according to the register of Directors’ shareholdings required to be kept under Section164 of the Companies Act, an interest in shares of the Company and related corporations, as stated below:

Shareholdings registered in the name Shareholdings in which the Directors areof Directors deemed to have an interest

1 July 2001 30 June 2002 21 July 2002 1 July 2001 30 June 2002 21 July 2002

GES International Limited Ordinary shares of $0.20 each

Goh Lik Tuan 68,122,512 87,389,805 82,233,939 134,972,946 139,393,220 145,738,300 Yeong Bou Wai 6,365,648 8,317,992 7,128,778 – – – Ong Seow Yong – – – 1,000,000 1,200,000 1,200,000 Richard John Colless – – – 1,500,000 1,800,000 1,800,000 Terence Edward O’Connor 400,000 480,000 480,000 – – –


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DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (CONT’D)

Shareholdings registered in the name Shareholdings in which the Directors areof Directors deemed to have an interest

1 July 2001 30 June 2002 21 July 2002 1 July 2001 30 June 2002 21 July 2002

Eltech Electronics Limited Ordinary shares of $0.25 each

Goh Lik Tuan – – – 100,079,402 194,387,886 194,387,886

Except as disclosed above, there was no change in any of the above mentioned interests between the end of the financial year and 21 July 2002.

By virtue of Section 7 of the Companies Act, Cap. 50, Messr. Goh Lik Tuan with the above shareholdings is deemed to have interests in all the related companies ofthe Company.

Other than as disclosed above, no Director who held office at the end of the financial year had an interest in shares or debentures of the subsidiary companies of thecompany.

Neither at the end of the financial year nor at any time during that year, did there subsist any arrangements to which the Company was a party whereby the Directorsof the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate other than as disclosedunder “Options on the shares in the Company” in this report.

DIRECTORS’ CONTRACTUAL BENEFITSExcept as disclosed in the Summary Financial Statements, since the end of the previous financial year, no Director of the Company has received or become entitledto 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 the Director is a member, orwith a company in which the Director has a substantial financial interest.


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AUDIT COMMITTEEThe Audit Committee comprises three independent non-executive directors, one of whom is also the Chairman of the Audit Committee. The members of the AuditCommittee are:

Ong Seow Yong (resigned as Chairman on 4 September 2002)Terence Edward O’Connor (appointed as Chairman on 4 September 2002)Richard John CollessYeong Bou Wai (resigned on 4 September 2002)

The Audit Committee performs its functions in accordance with Section 201B(5) of the Companies Act, Cap 50 and the requirements of the Singapore Exchange. Inperforming those functions, the Audit Committee reviewed the overall scope of external audits and the assistance given by the Company’s officers to the auditors.The Audit Committee met with the external auditors to discuss the results of their audits and their evaluation of the systems of internal accounting controls. The AuditCommittee also reviewed the financial statements of the Company and the consolidated financial statements of the Group for the year ended 30 June 2002, as wellas the external auditors’ report thereon.

In addition, the Audit Committee reviewed interested person transactions for the financial year ended 30 June 2002 conducted pursuant to the shareholders’ mandateobtained in accordance with Chapter 9A of the Singapore Exchange’s Listing Manual to satisfy itself that the transactions are on normal commercial terms.

The Audit Committee has recommended to the Board of Directors that the auditors, Ernst & Young, be nominated for re-appointment as auditors at the forthcomingAnnual General Meeting of the Company.

OTHER INFORMATION REQUIRED BY THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITEDOther than as disclosed in “Related Party Information” to the Summary Financial Statements, no material contracts to which the Company or any subsidiary company,is a party and which involve Directors’ interests subsisted at the end of the financial year, or have been entered into since the end of the previous financial year.


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UNUSUAL ITEMS AFTER THE FINANCIAL YEARIn the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and thedate of this report which would affect substantially the results of the operations of the Company and of the Group for the financial year in which this report is made.

On behalf of the Board of Directors,

GOH LIK TUAN YEONG BOU WAIDirector Director

Singapore30 September 2002


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AUDITOR’S REPORT TO THE MEMBERS OF GES INTERNATIONAL LIMITED

We have examined the Summary Financial Statements set out on pages 16 to 31.

In our opinion, the accompanying Summary Financial Statements are consistent, in all material aspects, with the full financial statements and Directors’ Report fromwhich they were derived and comply with the requirements of section 203A of the Companies (Amendment) Act 1995 and the Companies (Summary FinancialStatement) Regulation 1995.

For a better understanding of the financial position and the results of the operations of the Company and the Group for the financial year and of the scope of ouraudit, the Summary Financial Statements should be read in conjunction with the full financial statements from which the Summary Financial Statements were derivedand our Audit Report thereon. Our Audit Report was as follows:

AUDITORS’ REPORT TO THE MEMBERS OF GES INTERNATIONAL LIMITEDWe have audited the financial statements of GES International Limited on pages # to #. The financial statements comprise the balance sheets of the Company and ofthe Group as at 30 June 2002, the profit and loss accounts and the statements of changes in equity of the Company and of the Group and consolidated statementof cash flows of the Group for the financial year ended 30 June 2002, and the notes thereto. These financial statements are the responsibility of the Company’sDirectors. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements for the year ended 30 June 2001 wereaudited by another auditor whose report dated 28 September 2001 expressed an unqualified opinion on those financial statements.

We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Directors, as well asevaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion,

(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act (“Act”) and Singapore Statements of AccountingStandard and so as to give a true and fair view of:(i) the state of affairs of the Company and of the Group as at 30 June 2002, the results and changes in equity of the Company and of the Group and cash flows

of the Group for the financial year ended on that date; and

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

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


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AUDITOR’S REPORT TO THE MEMBERS OF GES INTERNATIONAL LIMITED (CONT’D)

We have considered the financial statements and auditors’ reports of all subsidiary companies for which we have not acted as auditors, being financial statementsincluded in the consolidated financial statements. We have also considered the financial statements of those subsidiary companies which are not required by the lawof their country of incorporation to be audited, being financial statements that have been included in the consolidated financial statements. The name of thesesubsidiary companies are stated in Note 4 to the financial statements.

We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financial statements of the Company are in form andcontent appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information andexplanations as required by us for those purposes.

The auditor’s reports on the financial statements of the subsidiary companies were not subject to any qualification and in respect of subsidiary companies incorporatedin Singapore did not include any comment made under section 207(3) of the Act.

ERNST & YOUNGCertified Public Accountants

Singapore30 September 2002

Note: # The page numbers are stated in the auditors’ report dated 30 September 2002 included in GES International Limited’s Annual Report for the financial yearended 30 June 2002.


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SUMMARY BALANCE SHEETS as at 30 June 2002(Amounts in Singapore dollars)

Group Company 2002 2001 2002 2001 $’000 $’000 $’000 $’000

ASSETS LESS LIABILITIES Non-current assets Property, plant and equipment 56,661 52,813 – –Investment in subsidiary companies – – 121,847 92,132Investment in associated companies 912 32,511 – 32,025 Other investments 217 145 11 – Investment property – 488 – – Goodwill 11,388 13,913 – –

Current assets Stocks 102,839 171,948 – – Trade debtors 97,706 192,424 – – Other debtors, deposits and prepayments 2,152 41,977 17 232 Other investments 11,075 – – – Dividends receivable – – 4,000 15,807 Due from subsidiary companies (non-trade) – – 24,185 84,883 Due from associated companies (non-trade) – 60 – – Due from associated companies (trade) 8,226 3,310 – – Due from a shareholder (non-trade) – 379 – – Due from related parties (trade) 1,493 20,093 – – Fixed deposits 56,106 18,081 – – Cash and bank balances 8,506 21,086 524 279

288,103 469,358 28,726 101,201

Current liabilities Trade creditors 55,112 67,306 73 226 Bills payable 45,521 161,576 – – Other creditors and accruals 17,951 15,993 590 847


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SUMMARY BALANCE SHEETS (CONT’D) as at 30 June 2002 (Amounts in Singapore dollars)

Group Company 2002 2001 2002 2001 $’000 $’000 $’000 $’000

Current liabilities (cont’d)Due to associated companies (non-trade) 170 – – – Due to associated companies (trade) 111 – – – Due to related parties (non-trade) 1,562 329 – – Provision for taxation 1,983 2,781 58 60 Dividends payable – 15 – 15 Long-term bank loans, current portion 3,106 119 – – Hire purchase/finance lease liabilities, current portion 741 671 – – Short-term bank loans 11,487 22,927 – – Bank overdrafts 6,581 19,761 – – Lease liabilities, current portion 1,097 – – –

145,422 291,478 721 1,148

Net current assets 142,681 177,880 28,005 100,053

Non-current liabilities Provision for deferred taxation 147 681 – – Hire purchase/finance lease liabilities, non-current portion 1,781 887 – – Long-term bank loans, non-current portion 1,868 7 – – Lease liabilities, non-current portion 185 – – –

Net assets 207,878 276,175 149,863 224,210

EQUITY Share capital 142,800 118,445 142,800 118,445 Capital reserve – 58 – – Share premium 1,915 100,638 1,915 100,638Accumulated profits 52,793 49,610 5,148 5,127Translation reserve (998) (2,051) – –

196,510 266,700 149,863 224,210Minority interest 11,368 9,475 – –

207,878 276,175 149,863 224,210


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SUMMARY PROFIT AND LOSS ACCOUNTS for the year ended 30 June 2002(Amounts in Singapore dollars)

Group CompanyContinuing operations Discontinuing operations Total2002 2001 2002 2001 2002 2001 2002 2001$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Turnover 389,942 373,870 714,818 976,574 1,104,760 1,350,444 9,458 10,500 Cost of sales (334,754) (330,725) (682,086) (935,920) (1,016,840) (1,266,645) – – Gross profit 55,188 43,145 32,732 40,654 87,920 83,799 9,458 10,500

Other income 6,900 8,346 6,064 310 12,964 8,656 42 – Distribution and selling expenses (11,981) (5,160) (5,398) (9,924) (17,379) (15,084) – – Administrative expenses (15,173) (12,994) (19,252) (22,280) (34,425) (35,274) (465) – Other operating expenses (3,982) (9,860) (9,010) (7,884) (12,992) (17,744) (331) (1,263)

Operating expenses (31,136) (28,014) (33,660) (40,088) (64,796) (68,102) (796) (1,263)

Profit from operations 30,952 23,477 5,136 876 36,088 24,353 8,704 9,237 Finance (expenses)/income, net (9,737) (6,132) (1,078) (2,060) (10,815) (8,192) (948) 2 Loss from discontinued operations – – (178) – (178) – – –

Profit/(loss) before taxation 21,215 17,345 3,880 (1,184) 25,095 16,161 7,756 9,239 Share of associated companies results 1,443 – 21 (338) 1,464 (338) – – Taxation (4,733) 338 (1,245) (1,223) (5,978) (885) – –

Profit/(loss) after taxation 17,925 17,683 2,656 (2,745) 20,581 14,938 7,756 9,239 Minority interest (563) 518 127 1,056 (436) 1,574 – –

Net profit/(loss) attributable to shareholders 17,362 18,201 2,783 (1,689) 20,145 16,512 7,756 9,239

Earnings per share (cents) Basic 3.07 2.99 Diluted 3.04 2.92


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SUMMARY STATEMENTS OF CHANGES IN EQUITY for the year ended 30 June 2002(Amounts in Singapore dollars)

Share Share Capital Accumulated TranslationGroup capital premium reserve profits reserve Total

$’000 $’000 $’000 $’000 $’000 $’000

Balance at 1 July 2000 As previously reported 110,438 76,619 58 35,859 (552) 222,422 Effect of adopting SAS 10 – – – 3,865 – 3,865 As restated 110,438 76,619 58 39,724 (552) 226,287

Loss not recognised in the profit and loss account: – Foreign currency translation adjustment – – – – (1,499) (1,499) Dividends – – – (6,626) – (6,626)Issue of shares 8,007 24,019 – – – 32,026 Profit attributable to members of the company – – – 16,512 – 16,512Balance at 30 June 2001, as restated 118,445 100,638 58 49,610 (2,051) 266,700

Balance at 1 July 2001As previously reported 118,445 100,638 58 45,445 (2,051) 262,535 Effect of adopting SAS 10 – – – 4,165 – 4,165 As restated 118,445 100,638 58 49,610 (2,051) 266,700

Loss not recognised in the profit and loss account: – Foreign currency translation adjustment – – – – (618) (618)Dividends – – – (7,735) – (7,735)Issue of shares 24,355 13,567 – – – 37,922 Expenses incurred due to issue of shares – (1,688) – – – (1,688)Demerger – (110,602) (58) (9,227) 1,671 (118,216) Profit attributable to members of the company – – – 20,145 – 20,145Balances at 30 June 2002 142,800 1,915 – 52,793 (998) 196,510


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SUMMARY STATEMENTS OF CHANGES IN EQUITY (CONT’D) for the year ended 30 June 2002(Amounts in Singapore dollars)

Share Share AccumulatedCompany capital premium profits Total

$’000 $’000 $’000 $’000

Balance at 1 July 2000 As previously reported 110,438 76,619 (1,351) 185,706 Effect of adopting SAS 10 – – 3,865 3,865 As restated 110,438 76,619 2,514 189,571

Dividends – – (6,626) (6,626)Issue of shares 8,007 24,019 – 32,026 Profit attributable to members of the company – – 9,239 9,239 Balance at 30 June 2001, as restated 118,445 100,638 5,127 224,210

Balance at 1 July 2001 As previously reported 118,445 100,638 962 220,045 Effect of adopting SAS 10 – – 4,165 4,165 As restated 118,445 100,638 5,127 224,210

Dividends – – (7,735) (7,735)Issue of shares 24,355 13,567 – 37,922Expenses incurred due to issue of shares – (1,688) – (1,688)Demerger – (110,602) – (110,602)Profit attributable to members of the company – – 7,756 7,756 Balances at 30 June 2002 142,800 1,915 5,148 149,863


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SUMMARY CONSOLIDATED STATEMENT OF CASH FLOWS for the year ended 30 June 2002(Amounts in Singapore dollars)

2002 2001$’000 $’000

Cash flows from operating activitiesReceipts from customers 1,057,294 1,299,556Payments to suppliers and employees (1,013,693) (1,287,588)Interest paid (13,200) (9,136)Income tax paid (3,205) (656)Interest income 1,420 1,903 Net operating cash inflows 28,616 4,079

Cash flows from investing activitiesAcquisition of subsidiary companies, net of cash acquired (Note A) (8,375) – Payments for property, plant and equipment (Note B) (12,289) (10,978)Proceeds from sale of property, plant and equipment 1,425 815 Disposal of subsidiary, net of cash proceeds (Note C) 4,271 – Demerger (Note D) (8,715) – Proceeds from sale of other investments 515 – Purchase of other investments (8,543) – Net investing cash outflows (31,711) (10,163)

Cash flows from financing activitiesProceeds from issue of shares 34,012 – Proceeds from borrowings 15,932 15,513Repayments of borrowings (464) (14,824)Principal repayment of hire purchase liabilities (1,292) (894)Payment of dividends (7,750) (6,611)Proceeds from lease liability 1,282 – Net financing cash inflows/(outflows) 41,720 (6,816)

Net increase/(decrease) in cash and cash equivalents 38,625 (12,900)Cash and cash equivalents at beginning of financial year 19,406 32,306

Cash and cash equivalents at end of financial year 58,031 19,406


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SUMMARY CONSOLIDATED STATEMENT OF CASH FLOWS (CONT’D) for the year ended 30 June 2002(Amounts in Singapore dollars)

A. Analysis of acquisition of subsidiary companies

2002$’000

Property, plant and equipment 11,848Other non-current assets 61 Current assets 104,070Current liabilities (67,368)Goodwill 4,131Minority interest (10,282)Total consideration 42,460Consideration paid via issue of shares at fair value (2,223)Consideration paid in prior year for 44.34% equity interest (31,862)Consideration paid in cash 8,375 Less: Cash and cash equivalents from acquisition of subsidiary –Cash outflow from acquisition, net of cash acquired 8,375

B. Purchasing of property, plant and equipment

During the financial year, the Group acquired property, plant and equipment with an aggregate cost of approximately $12,289,000 (2001: $11,392,000) of which $nil (2001: $414,000) were acquired by means of hire purchase. Cash payments of approximately $12,289,000 (2001: $10,978,000) were made to purchase the property, plant and equipment.


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SUMMARY CONSOLIDATED STATEMENT OF CASH FLOWS (CONT’D) for the year ended 30 June 2002(Amounts in Singapore dollars)

C. Disposal of subsidiary companies, net of cash proceeds

2002$’000

Plant and equipment 3Development properties 5,426 Receivables 914 Cash 397Payables (1,635)

5,105Less: Minority interests (259)

4,846Loss on disposal of subsidiary companies (178)Total cash received 4,668 Less: Cash and cash equivalents in subsidiary companies disposed (397)Net cash inflow on disposal of subsidiary companies 4,271

D. Demerger

2002$’000

Cash 8,715 Other current assets 322,059Current liabilities (221,215)Net current assets 109,559Non-current assets 18,633Non-current liabilities (1,202)Minority interests (7,161)

119,829Loss on Demerger (9,227)Capital reduction by way of reduction against share premium account (110,602)

– Less: Cash and cash equivalents in subsidiary companies demerged (8,715)Net cash outflow on Demerger of subsidiary companies (8,715)


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NOTES TO THE SUMMARY FINANCIAL STATEMENTS 30 June 2002(Amounts in Singapore dollars)

ACCOUNTING POLICIESThis Summary Financial Statements has been derived from the full financial statements as presented in the GES International Limited Annual Report. This SummaryFinancial Statements has been prepared in accordance with Singapore Statements of Accounting Standard (“SAS”) and the applicable provisions of the CompaniesAct.

The accounting policies have been consistently applied by the Company and the Group, and except for the changes in the accounting policies, discussed more fullybelow, are consistent with those used in the previous financial year.

Changes in accounting policiesIn the current financial year, the Group adopted the following new or revised accounting standards:

• SAS 8 (Revised 2000) Net Profit or Loss for the Period, Fundamental Errors and Changes in Accounting Policies• SAS 10 (Revised 2000) Events after the Balance Sheet Date• SAS 12 (Revised 2001) Income Taxes• SAS 17 (Revised 2000) Employee Benefits• SAS 22 (2000) Business Combinations• SAS 31 (2000) Provisions, Contingent Liabilities and Contingent Assets• SAS 32 (2000) Financial Instruments: Disclosure and Presentation• SAS 34 (2000) Intangible Assets• SAS 35 (2000) Discontinuing Operations• SAS 36 (2000) Impairment of Assets

SAS 10 (Revised 2000) - Events after the Balance Sheet Date - whereas the Company and the Group previously recognised proposed final dividend after the balancesheet date in relation to the financial year under review as a liability of that financial year. In accordance with the new SAS 10, dividend is recognised as a liability inthe period when the dividend is declared payable. The effect of this change resulted in a reversal of the provision for the proposed final dividend of $3,865,000 and$4,165,000 of the Company and the Group for the financial years ended 30 June 2000 and 2001 respectively and a corresponding increase in the Company’s andthe Group’s retained earnings as at 30 June 2001 and 2002.

There was no other material effect on the financial statements other than those mentioned above arising from the adoption of the above standards.


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NOTES TO THE SUMMARY FINANCIAL STATEMENTS (CONT’D) 30 June 2002(Amounts in Singapore dollars)

RELATED PARTY INFORMATIONIn addition to the related party information disclosed elsewhere in the financial statements, significant transactions with related parties, on terms agreed between theparties, were as follows:

Group 2002 2001$’000 $’000

Sales to related parties 952 38,362 Sales to associated companies 809 3,476 Services from related parties 923 – Services rendered to related parties 141 – Disposal of subsidiary companies to a related party 4,668 – Purchases from related parties 1,071 – Consulting fee paid to a firm of which a Director is a member 200 –

DIVIDENDS

Group and Company2002 2001$’000 $’000

As previously reported: – Interim dividend of 2.5% per ordinary share out of tax exempt profits paid – 2,761– Proposed final dividend of 3.5% per ordinary share out of tax exempt profits – 4,165

Effect of adopting SAS 10 : – 6,926 – Reversal of proposed final dividend in year 2001 of 3.5% per ordinary share – (4,165)– Final dividend paid in respect of year 2000 of 3.5% per ordinary share – 3,865 – Final dividend paid in respect of year 2001 of 3.5% per ordinary share 4,165 – – Interim dividend paid in respect of year 2002 of 2.5% per ordinary share 3,570 –

7,735 6,626

After balance sheet date, the Directors proposed the following dividends. These dividends have not been provided for:Proposed final tax exempt dividend of 3.5% per share (2001: 3.5%) 4,998 4,165


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DISCONTINUING OPERATIONS(i) Disposal of property development division

On 11 December 2001, the Group disposed of its property development subsidiary companies which comprised of Eltech Investment Pte Ltd, Eltech Properties Pte Ltd and Eltech Land Pte Ltd.

The carrying amounts of the total assets and liabilities disposed of at 11 December 2001 are as follows. Comparative information for the property development division has not been shown as the above companies were not subsidiary companies of the Company as at 30 June 2001.

As at 11 December 2001$’000

Non-current assets 3 Current assets 6,737 Current liabilities (1,635)

5,105

The revenues, expenses and results from the ordinary operations of the property development division for the period from 13 August 2001 (date when Eltech Electronics Limited and subsidiary companies became subsidiary companies of the Company) to 11 December 2001 are as follows:


Turnover 2,229 Cost of sales (2,176) Gross profit 53 Other income 36 Administrative expenses (118) Loss from operations (29) Finance expense (62) Loss before taxation (91) Taxation – Net loss attributable to shareholders (91)


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DISCONTINUING OPERATIONS (CONT’D)(i) Disposal of property development division (cont’d)

The net cash flows for the financial year attributable to the disposal of the property development subsidiary companies are as follows:


Operating 419Financing (49) Net cash inflows 370

Total cash received 4,668 Carrying amount of assets (4,846) Loss on disposal of the property development division (178)

(ii) DemergerOn 22 March 2002, the Company demerged the Digiland Group, resulting in the discontinuation of the Group’s distribution division.

The carrying amounts of the total assets and liabilities of the distribution division as at 22 March 2002 are as follows. Comparative information for the distribution division in 2001 is included in accordance with SAS 35, Discontinuing Operations.

As at 22 As at 30March 2002 June 2001

$’000 $’000

Non-current assets 18,633 13,455 Current assets 330,774 311,794 Non-current liabilities (1,202) (1,035) Current liabilities (221,215) (281,409)

126,990 42,805


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DISCONTINUING OPERATIONS (CONT’D)(ii) Demerger (cont’d)

The revenues, expenses and results from the ordinary operations of the distribution division for the period from 1 July 2002 to 22 March 2002 are as follows:

From 1 July 2001 From 1 July 2000to 22 March 2002 to 30 June 2001

$’000 $’000

Turnover 712,589 976,574 Cost of sales (679,910) (935,920)Gross profit 32,679 40,654 Other income 6,028 310 Distribution expenses (5,398) (9,924) Administrative expenses (19,134) (22,280) Other operating expenses (9,010) (7,884)Operating expenses (33,542) (40,088)Profit from operations 5,165 876 Finance expense, net (1,016) (2,060)Profit/(loss) before taxation 4,149 (1,184) Share of associated company’s results 21 (338) Taxation (1,245) (1,223)Profit/(loss) after taxation 2,925 (2,745) Minority interest 127 1,056 Net profit/(loss) attributable to shareholders 3,052 (1,689)

The net cash flows attributable to the Digiland Group is as follows:

Operating (100,007) 13,471 Investing 2,282 (3,261) Financing 79,262 (5,902)Net cash (outflows)/inflows (18,463) 4,308


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SEGMENT INFORMATIONBusiness segmentsThe Group is organised on a worldwide basis into two main operating divisions, namely:

– Manufacturing– Distribution (discontinued in the financial year ended 30 June 2002)

Inter-segment pricing is on an arm’s length basis.

Manufacturing Discontinued operations Elimination GroupProperty development Distribution

2002 2001 2002 2001 2002 2001 2002 2001 2002 2001$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

External sales 389,942 373,870 2,229 – 712,589 976,574 – – 1,104,760 1,350,444Intersegment sales 4,911 80,171 – – 41,075 140,235 (45,986) (220,406) – –

Total revenue 394,853 454,041 2,229 – 753,664 1,116,809 (45,986) (220,406) 1,104,760 1,350,444

Segment results 31,015 17,782 (29) – 7,124 7,214 (1,268) 1,473 36,842 26,469Unallocated corporate expenses (754) (2,116)

Profit from operations 36,088 24,353Financial expenses, net (10,815) (8,192)Loss from discontinued operations (178) – Share of associated companies results 1,464 (338)Taxation (5,978) (885)

Profit after taxation 20,581 14,938Minority interest (436) 1,574

Profit from ordinary activities 20,145 16,512


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NOTES TO THE SUMMARY FINANCIAL STATEMENTS (CONT’D) as at 30 June 2002(Amounts in Singapore dollars)

SEGMENT INFORMATION (CONT’D)Business segments (cont’d)

Manufacturing Discontinued operations Elimination GroupProperty development Distribution

2002 2001 2002 2001 2002 2001 2002 2001 2002 2001$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Segment assets 344,754 208,941 – – – 325,249 – (11,898) 344,754 522,292Investment in associated companies 912 32,511Unallocated assets 11,615 14,425 Total assets 357,281 569,228

Segment liabilities 148,682 193,630 – – – 282,444 – (195,916) 148,682 280,158Unallocated liabilities 721 12,895 Total liabilities 149,403 293,053

Capital expenditure 11,682 6,949 – – 607 4,443 – – 12,289 11,392Depreciation 7,877 5,740 – – 2,465 3,216 – – 10,342 8,956Amortisation of goodwill – – – – – – – – 1,005 693 Other non cash expenses 5,234 633 – – 1,847 7,089 – – 7,081 7,722

Geographical segmentsTurnover is based on the location of customers regardless of where the goods are produced. Assets and additions to property, plant and equipment are based on thelocation of those assets.

Turnover Assets Capital expenditure2002 2001 2002 2001 2002 2001 $’000 $’000 $’000 $’000 $’000 $’000

Singapore 34,695 189,070 239,567 251,916 3,437 4,418 Asia Pacific (excluding Singapore) 41,785 21,346 91,814 6,785 7,095 2,531 Europe 6,883 14,020 – – – – USA 306,579 149,434 25,900 – 1,150 –Discontinued Operations: – Distribution 712,589 976,574 – 310,527 607 4,443 – Property development 2,229 – – – – – Total 1,104,760 1,350,444 357,281 569,228 12,289 11,392


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SUBSEQUENT EVENTS(a) On 18th July 2002, Hollington International Limited (“Hollington”), a wholly owned subsidiary of GES International Limited was incorporated in the British Virgin

Islands. On 16 August 2002, Hollington announced it’s intention to make a voluntary conditional cash offer (“the Offer”) for Eltech Electronics Limited (“Eltech”). The Offer was made in order to enable GES International Limited to privatise Eltech.

On 19 September 2002, the Company announced that the number of valid acceptances of the Offer, taken together with the number of Eltech shares owned, controlled or agreed to be acquired by Hollington or any of its concert parties (either before or during the Offer and pursuant to the Offer or otherwise), in aggregate exceeds 90% of the voting rights attributable to the issued share capital of Eltech. The sole condition of the Offer having been fulfilled, the Offer has therefore declared to be unconditional in all respects.

It is the intention of Hollington to make Eltech its wholly owned subsidiary and Hollington intends to exercise its rights under Section 215(1) of the Companies Act of Singapore to acquire those Eltech shares not acquired by Hollington pursuant to the Offer; and

(b) The Company’s subsidiary, GES acquired the remaining 25% of the issued share capital of its subsidiary, Shanghai ECC-GES Information Technology Co. Ltd (“Shanghai ECC-GES”) at a consideration of approximately $2.6 million. Accordingly, GES owns 100% of Shanghai ECC-GES, now named Shanghai GES Information Technology Co. Ltd.


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STATISTICS OF SHAREHOLDINGS as at 3 October 2002

Authorised Share Capital : $300,000,000.00Issued and Fully Paid-up Capital : $142,800,319.40Class of Shares : Ordinary Shares of S$0.20 each Voting rights : One vote per share

DISTRIBUTION OF SHAREHOLDINGS

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

1 – 999 407 1.65 133,726 0.021,000 – 10,000 18,010 72.85 82,722,620 11.59

10,001 – 1,000,000 6,280 25.40 212,994,483 29.831,000,001 and above 26 0.10 418,150,768 58.56Total 24,723 100.00 714,001,597 100.00

TWENTY LARGEST SHAREHOLDERS

Name No. of Shares %

1 Citibank Nominees Singapore Pte Ltd 119,747,605 16.772 Raffles Nominees Pte Ltd 89,536,879 12.543 Liew Kim Choo 53,130,906 7.444 DBS Nominees Pte Ltd 24,678,208 3.465 Goh Lik Tuan 22,233,938 3.116 United Overseas Bank Nominees Pte Ltd 18,318,340 2.577 HSBC Republic Bank (Suisse) SA 13,336,163 1.878 Oversea Chinese Bank Nominees Pte Ltd 8,622,580 1.219 OCBC Securities Private Ltd 7,523,060 1.05

10 Yeong Bou Wai 7,128,778 1.0011 ICBC (Singapore) Nominees Ltd 6,797,000 0.9512 UOB Kay Hian Pte Ltd 6,514,580 0.9113 Phillip Securities Pte Ltd 6,149,159 0.8614 Singapore Nominees Pte Ltd 5,850,160 0.8215 HSBC (Singapore) Nominees Pte Ltd 5,186,875 0.7316 Hong Leong Finance Nominees Pte Ltd 4,488,800 0.6317 Kim Eng Ong Asia Securities Pte Ltd 4,286,491 0.6018 Citibank Consumer Nominees Pte Ltd 3,229,348 0.4519 DBS Vickers Securities (S) Pte Ltd 2,085,600 0.2920 Lim & Tan Securities Pte Ltd 1,712,173 0.24

Total 410,556,643 57.50


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STATISTICS OF SHAREHOLDINGS (CONT’D) as at 3 October 2002

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SUBSTANTIAL SHAREHOLDERS(As recorded in the Register of Substantial Shareholders)

Name of Shareholder Direct Interest % Deemed Interest %

Goh Lik Tuan 82,233,939 11.52 145,738,300 20.41Liew Kim Choo 89,130,906 12.48 138,841,333 19.45

PUBLIC FLOATRule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited requires that at least 10% of the equity securities (excluding preference sharesand convertible equity securities) of a listed company in a class that is listed is at all times held by the public. The Company has complied with this requirement. Asat 3 October 2002, approximately 62.72% of its Shares listed on the Singapore Exchange Securities Trading Limited were held in the hands of the public.

Note:1. Mr Goh Lik Tuan is deemed to have an interest in the shares held by Mdm Liew Kim Choo and vice versa. Mdm Liew Kim Choo is the spouse of Mr Goh Lik Tuan.

2. Both Mr Goh Lik Tuan and Mdm Liew Kim Choo are deemed to have an interest in the shares held by Almon Bury Agents Limited ("ABAL"), Andatino Investments Pte Ltd ("AIPL") and Alxia Pte Ltd ("APL") by virtue of their shareholdings of more than 20% in ABAL, AIPL and APL.


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NOTICE IS HEREBY GIVEN that the Fifteenth Annual General Meeting of GES International Limited (“the Company”) will be held at Level 4, Orchard Room, RafflesCity Convention Centre, Swissotel The Stamford, 2 Stamford Road, Singapore 178882 on Friday, 29 November 2002 at 3.00 p.m. for the following purposes:

AS ORDINARY BUSINESS1. To receive and adopt the Directors’ Report and Audited Accounts of the Company for the year ended 30 June 2002 together with the

Auditors’ Report thereon.

2. To declare a final tax exempt dividend of 0.7 Singapore cents per ordinary share for the year ended 30 June 2002. (2001: 0.7 Singapore cents)

3. To re-elect Mr Ong Seow Yong, a Director retiring by rotation under Article 104 of the Company’s Articles of Association.

Mr Ong Seow Yong shall, upon re-election as a Director of the Company, remain as a member of the Audit Committee and shall be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

4. To approve the payment of Directors’ fees of S$240,000 for the year ended 30 June 2002. (2001: S$240,000)

5. To re-appoint Ernst & Young as the Company’s Auditors and to authorise the Directors to fix their remuneration.

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

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

7. Authority to allot and issue shares up to 50 per centum (50%) of issued capital

That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Directors be empowered to allot and issue shares 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 the aggregate number of shares to be allotted and issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the maximum potential issued share capital of the Company at the time of the passing of this Resolution ("Maximum Share Capital"), of which the aggregate number of shares to be issued other than on a pro rata basis to all shareholders of the Company shall not exceed twenty per centum (20%) of the Maximum Share Capital of the Company and that such authority shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the Company’s next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. [See Explanatory Note (i)]

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)

(Resolution 5)

(Resolution 6)


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8. Authority to allot and issue shares under the GES International Limited Employees’ Share Option Scheme

That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be authorised and empowered to allot and issue shares in the capital of the Company to all the holders of options granted by the Company, whether granted during the subsistence of this authority or otherwise, under the GES International Limited Employees’ Share Option Scheme (the "Scheme") upon the exercise of such options and in accordance with the terms and conditions of the Scheme, provided always that the aggregate number of additional ordinary shares to be allotted and issued pursuant to the Scheme shall not exceed fifteen per centum (15%) of the issued share capital of the Company from time to time. [See Explanatory Note (ii)]

By Order of the Board

Lau Wee Nah/Tan San-JuCompany SecretariesSingapore, 31 October 2002

EXPLANATORY NOTES:(i) The Ordinary Resolution 6 proposed in item 7 above, if passed, will empower the Directors from the date of the above Meeting until the

date of the next Annual General Meeting, to allot and issue shares in the Company. The number of shares that the Directors may allot and issue under this Resolution would not exceed fifty per centum (50%) of the Maximum Share Capital of the Company at the time of the passing of this Resolution. For issue of shares other than on a pro rata basis to all shareholders, the aggregate number of shares to be issued shall not exceed twenty per centum (20%) of the Maximum Share Capital of the Company.

The Maximum Share Capital is the maximum potential share capital of the Company at the date the proposed Ordinary Resolution is passed (taking into account the conversion or exercise of any convertible securities and employee share options on issue at the time this proposed Ordinary Resolution is passed, which were issued pursuant to previous shareholders approval).

(ii) The Ordinary Resolution 7 proposed in item 8 above, if passed, will empower the Directors of the Company, from the date of the above Meeting until the next Annual General Meeting, to allot and issue shares in the Company of up to a number not exceeding in total fifteen per centum (15%) of the issued share capital of the Company from time to time pursuant to the exercise of the options under the Scheme.

Notes:1. A Member entitled to attend and vote at the Annual General Meeting (the "Meeting") is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy

need not be a Member of the Company.2. If the appointor is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly authorised officer or attorney.3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 28 Marsiling Lane, Singapore 739152 not less than 48 hours before

the time fixed for holding the Meeting.

(Resolution 7)


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A N N U A L R E P O R T 2 0 0 2

NOTICE OF BOOKS CLOSURE

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NOTICE IS ALSO HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed from 11 to 12 December 2002 (both datesinclusive) for the purpose of determining shareholders’ entitlements to the dividend which will be proposed at the Fifteenth Annual General Meeting of the Companyto be held on 29 November 2002.

Duly completed registrable transfers in respect of the shares in the Company received by the Company’s Share Registrar in Singapore, LIM ASSOCIATES (PTE) LTD at10 Collyer Quay #19-08, Ocean Building, Singapore 049315 and the Company’s Share Registrar in Australia, COMPUTERSHARE INVESTOR SERVICES PTY LIMITED atLevel 12, 565 Bourke Street, Melbourne, Victoria 3000, Australia, up to the close of business at 5.00 p.m. on 10 December 2002 (at the respective Singapore andAustralia time), will be registered to determine shareholders’ entitlements to the proposed dividend.

Subject to the approval of the shareholders at the Fifteenth Annual General Meeting, the proposed final dividend will be paid on 20 December 2002. In respect ofshares in securities accounts with The Central Depository (Pte) Limited ("CDP"), the said dividend will be paid by the Company to CDP which will in turn distributethe dividend entitlements to holders of shares in accordance with its practice.


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I/We,

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being a member/members of GES International Limited (the “Company”), hereby appoint

of

or, failing him/her,

of

or failing him/her, the Chairman of the meeting as my/our proxy/ proxies to vote for me/us on my/our behalf at the Fifteenth Annual General Meeting (the “Meeting’)of the Company to be held on Friday, 29 November 2002 at 3.00 p.m. and at any adjournment thereof. The proxy is to vote on the business before the meeting asindicated below. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion, as he/she will on any other matter arisingat the Meeting.

No. Resolutions relating to: For Against

1 Directors’ Report and Accounts for the year ended 30 June 2002

2 Payment of proposed final dividend

3 Re-election of Mr Ong Seow Yong as a Director

4 Approval of Directors’ fees amounting to S$240,000

5 Re-appointment of Ernst & Young as Auditors

6 Authority to allot and issue new shares

7 Authority to allot and issue shares under the GES International Limited Employees’Share Option Scheme

(Please indicate with a cross [X] in the space provided whether you wish yourvote to be cast for or against the Resolutions as set out in the Notice of the Meeting.)

Dated this day of 2002

Signature of Shareholderor, Common Seal of Corporate Shareholder

PROXY FORM(Please read notes overleaf before completing this Form)

GES International Limited(Incorporated in The Republic of Singapore)ARBN 063 850 448

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

International Limited shares, the Annual Report is forwardedto them at the request of their CPF Approved Nominees and issent solely for information only.

2. This Proxy Form is not valid for use by CPF investors and shallbe ineffective for all intents and purposes if used or purportedto be used by them.

Total number of Shares in: No. of Shares

(a) CDP Register

(b) Register of Members


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Notes:1. Please insert the total number of GES International Limited shares ("Shares") held by you. If you have Shares entered against your name in the Depository Register

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

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

3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy. If no such proportion or number is specified, the first named proxy may be treated as representing 100% of the shareholding and any second named proxy as an alternate to the first named.

4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 28 Marsiling Lane, Singapore 739152 not less than 48 hours before the time appointed for the Annual General Meeting.

5. This proxy form must be signed by the appointor personally or by his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.

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

General:The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentionsof 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 ofmembers whose Shares are entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if such member, beingthe appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, ascertified by The Central Depository (Pte) Limited to the Company.


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REQUEST FORMGES International Limited

(Incorporated in the Republic of Singapore)

31 October 2002

Dear Shareholder

This notice accompanies a copy of the Summary Financial Report (“SFR”) of GES International Limited (“GIL” or “the Company”)for the year ended 30 June 2002 (“FY2002”). The SFR contains a review of GIL and its group of companies (“Group”) forFY2002. It also contains a summary of the audited financial statements of the Company and the Group for FY2002. We willcontinue to send a copy of the SFR to you for so long as you are a GIL shareholder unless you indicate otherwise.

The Directors’ Report and the full financial statements of the Company and the Group for FY2002 are set out in a separate reportcalled the Annual Report (“AR”) 2002. The AR 2002 is available to all registered GIL shareholders at no cost upon request.

If you wish to receive a copy of the AR for FY2002 and future years, please complete the request slip and return it to us not laterthan 7 November 2002.

Shareholders receiving the SFR for the first time or who did not respond previously or whose request slip were not received byus or who now wish to change your wishes may complete the request slip and return it to us by 7 November 2002. If we donot receive the completed request slip from you, it would indicate that you do not wish to receive the AR for 2002 and for futurefinancial years.

Your latest request will supersede earlier request received by us.

Yours faithfullyfor GES International Limited

Lau Wee Nah/Tan San-JuCompany Secretaries

REQUEST SLIP

To: GES International Limited (“the Company”)

Note: Please tick only one box. Incomplete forms will not be processed.

Please send to *me/us the Annual Report for the year ended 30 June 2002 and for so long as *I am a/we areshareholder(s) of the Company

Please do not send *me/us the *Summary Financial Report /Annual Report for so long as *I am a/we are shareholder(s) ofthe Company

Name(s) of shareholder(s):

*NRIC/Passport Number(s):

CDP Securities A/C No:

Address:

Signature(s):

Date:

* Delete where inapplicable

Note: Please detach and fold according to instructions overleaf.


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COMPANY SECRETARYGES INTERNATIONAL LIMITED

28 Marsiling LaneSingapore 739152

(1st fold line)

(3rd fold line)

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Postage will bepaid by addressee.

For posting inSingapore only.

BUSINESS REPLY SERVICEPERMIT NO. 06903

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Documents

SU YEANG - 联合早报网ir.zaobao.com.sg/ges/pages/ges2002ar.pdfAuditor’s Report to the Members of GES International Limited 14 Summary Balance Sheets 16 Summary Profit and Loss