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GOODPACK LIMITED

a Global
leading
returnable packaging
solution provider

Annual Report 2012


Vision
Our Vision is to strengthen our position as the world
leader in supplying innovative and cost effective
Intermediate Bulk Container services, combining
integrated solutions and be the preferred choice of
Green Packaging.

Mission
Our Mission is to meet present and future Customers
requirements by offering creative new solutions,
radical changes to our marketing channels and
organization to achieve significant growth.

Content
02 Chairmans Statement 29 Statement of Directors
05 Financial Calendar 30 Independent Auditors Report
06 Business Overview 31 Statements of Financial Position
08 Financial Highlights 32 Consolidated Statement of Comprehensive Income
10 Board Of Directors 33 Statements of Changes in Equity
11 Management Team 35 Consolidated Statement of Cash Flows
12 Corporate Information 36 Notes to Financial Statements
13 Corporate Governance Report 84 Statistics of Shareholdings
23 Report of the Directors 87 Notice of Annual General Meeting
Proxy Form
Corporate Profile
Goodpack Limited is principally engaged in the
business of renting its patented, multi-modal, returnable
metal box system, commonly known as Intermediate
Bulk Container (IBC). IBC are used for the packaging,
transporting and storage of cargoes. Over the years,
Goodpack has been constantly designing and improving
its fleet of IBC to meet the diverse packaging needs of
different industries.

The Company is based in Singapore and through a


global network of subsidiaries and regional offices,
Goodpack provides a comprehensive range of supply
chain services and technical support to all our clients
globally.

GOODPACK LIMITED Annual Report 2012 01


Chairmans Statement

Revenue grew 12% from US$158.6 million in


FY2011 to US$177.2 million driven by both the
demand recovery as well as increased penetration
of our existing business verticals, primarily the
synthetic rubber industry.

Dear Shareholders,
On behalf of the Board of Directors, I am pleased to present our annual report for the financial year
ended 30 June 2012.

Amidst an uncertain global economy, our ability to remain focused on our core strategies and adapted
well to the challenging market conditions has delivered you a commendable set of financial results with
revenue increased by 12% to US$177.2 million and profit after tax increased by 6% to US$47.2 million.

Year in Review
Revenue grew 12% from US$158.6 million in FY2011 to US$177.2 million driven by both the demand
recovery as well as increased penetration of our existing business verticals, primarily the synthetic
rubber industry. We continue to gain market share in the synthetic rubber sector increasing it to 30%
compared to 27% in FY2011.

Revenue from synthetic rubber customers increased 11% to US$94.7 million while revenue from the
natural rubber customers increased 5% to US$54.9 million in FY2012. Overall, our revenue remains
well diversified in both the product and geographical region.

02 GOODPACK LIMITED Annual Report 2012


Chairmans Statement

Enhancing Shareholders Value


Our ability to stay focused on our strategy and effectively execute the business plans has over the
years enhanced the shareholders value for our long-term shareholders. As of the end of FY2012, our
shareholders equity reached US$283.0 million vis--vis US$251.3 million in previous year.

Rewarding our Shareholders


The Board of Directors has recommended an ordinary cash dividend (exempt one tier) of SGD 2
cents per share and a special cash dividend (exempt one tier) of SGD 3 cents per share to reward our
shareholders for their unwavering support.

Prospects and Future Plans


As we continue work towards increasing our market share in our existing product verticals, we are also
aggressively targeting the new product verticals for growth, namely the automotive parts segment. To
date, we have successfully entered into an agreement with General Motors South Africa (GMSA) to
implement Goodpacks IBCs to GMSAs exports component suppliers in an effort to increase efficiency
and minimize the impact on the environment.

Currently, Goodpacks IBCs are used by many businesses in over 60 countries worldwide with user
presence in Africa, Asia, Europe, Middle East, North America, Oceania and South America. In addition
to our development plan for new product verticals, we continue to extend our global footprint through
the setting up of a new subsidiary office in Russia. We are also evaluating business opportunities in new
territories such as the Middle East.

On the cost front, we will continue our cost improvement initiatives and proactively look into opportunities
to improve our supply chain processes and logistic expenses. We will also continue to focus on yield
improvement and find ways to enhance our operations efficiency further.

Given the extent of the global financial crisis that has impacted the worlds major economies; we
remains alert on new challenges that may arise in its external environment and we have strategies and
programs in place to ride on the recovery and not miss out any opportunity.

GOODPACK LIMITED Annual Report 2012 03


Chairmans Statement

Acknowledgement
On behalf of the Board of Directors, we would
like to extend our heartfelt appreciation to the
management team and staff for their contributions
and commitment in making all our achievements
in this financial year possible.

We would also like to take this opportunity to


thank our valued shareholders, customers and
business associates for the unwavering support
throughout these years.

Last but not least, as we embrace our Groups


vision to be the world leader in supplying
returnable Intermediate Bulk Container with
leading edge technology and innovative supply
chain solutions, let us look forward to a greater
success in the new financial year.

David Lam Choon Sen


Executive Chairman

04 GOODPACK LIMITED Annual Report 2012


Financial Calendar

Announcement of Q1 Announcement of Half


results of FY2011/12 year results of FY2011/12

November 2011
11 14
February 2012
Announcement of Q3 Financial Year End
results of FY2011/12

11
May 2012
30
June 2012
Announcement of Full Despatch of Annual Annual General Meeting

30
Year results of FY2011/12 Report to shareholders

27
August 2012
15
October 2012 October 2012

GOODPACK LIMITED Annual Report 2012 05


Business Overview

Revenue
The Group registered a growth in revenue of 12% from US$158.6 million in FY2011 to US$177.2
million in FY2012. This is driven by demand recovery from and increased penetration of existing
business verticals, natural rubber and synthetic rubber.

Sales from the Natural Rubber division grew 5% to US$54.9 million and contributed 31% of the
Groups revenue in FY2012 (33% of revenue in FY2011) as a result of demand recovery.

Sales from the Synthetic Rubber division grew 11% to US$94.7 million and contribute 53% of
the Groups revenue in FY2012 (54% of revenue in FY2011) as more companies switch to more
cost-efficient IBC packaging.

The Groups revenue remained well diversified across all geographical regions with Asia, Europe
and Americas contributing 56%, 17% and 27% of the Groups revenue in FY2012. The Group
has added new sales office in Mexico this year.

Profitability
Logistic and handling costs for FY2012 increased by 14% to US$68.4 million due to higher
trucking and depot expenses resulting from higher cost of operations. This is mitigated by lower
freight expenses as a result of global RFQ (Request for Rates) that was done during the year.

Other operating expenses for FY2012 increased to US$20.7 million due to the inclusion of IBC
leasing expenses of US$13.0 million. EBITDA (earnings before interest, tax, depreciation and
amortization expense) for FY2012 grew 6% to US$76.1 million while the Groups profit before tax
for FY2012 grew 7% to US$54.2 million.

06 GOODPACK LIMITED Annual Report 2012


Business Overview

Due to a combination of the above factors, the Groups net profit after tax grew by 6% from
US$44.5 million to US$47.2 million. On a fully diluted basis, Groups earnings per share are
higher at 8.61 US cents, compared to 8.21 US cents in the previous financial year.

Balance Sheet and Cash Flow


Property, plant and equipment increased from US$261.0 million as of 30 June 2011 to US$272.2
million as of 30 June 2012 as the Group increased its fleet size.

Overall borrowings increased by US$82.2 million with short-term portion decreased by US$2.8
million and long-term portion increased by US$85.0 million as a result of the issuance of additional
multi-currency term notes during the year. The Groups net debt to equity ratio remained low at
0.13 times.

Net cash from operating activities remained strong at US$43.1 million for FY2012. The Groups
stable and recurring operating cash flow will be an important source of funding for the Groups
IBC fleet expansion going forward.

Overall cash and cash equivalents amounted to US$165.2 million as of 30 June 2012, compared
to US$68.5 million as of 30 June 2011. Net asset value per ordinary share increased from 50.7
US cents as of 30 June 2011 to 56.9 US cents as of 30 June 2012.

GOODPACK LIMITED Annual Report 2012 07


Financial Highlights

Revenue
USD million

FY2012 177.2

FY2011 158.6

Operating Profit
USD million

FY2012 59.9
FY2011 55.2

Profit before Income Tax


USD million

FY2012 54.2
FY2011 50.6

Profit for the year


USD million

FY2012 47.2
FY2011 44.5

08 GOODPACK LIMITED Annual Report 2012


Financial Highlights

5 Years Historical Financial Summary


(Amounts in USD million, unless noted otherwise)

FY 2006/07 FY 2007/08 FY 2008/09 FY 2009/10 FY 2010/11 FY 2011/12

Profit & Loss (USD million)


Revenue 75.2 99.6 102.4 123.2 158.6 177.2

Profit
Before Interest and Tax 29.9 35.4 33.1 42.6 55.2 59.9

Before Tax 26.8 32.5 29.4 40.0 50.6 54.2

After Tax 24.7 30.1 26.7 34.1 44.5 47.2

Basic EPS (US cents) 5.88 6.40 5.56 7.17 8.80 9.10

Balance Sheet (USD million)


Total Shareholders Equity
(excluding non-controlling interests) 135.4 159.1 174.4 215.9 251.3 283.0

Total Assets 181.9 282.0 332.3 363.2 418.6 531.6

Total Liabilities 45.2 120.8 155.6 145.6 164.1 245.5

Total Net Debt 15.6 71.6 97.8 72.5 52.0 37.6

Key Financial Ratios


EBITDA Margin (%) 49.4 46.8 46.6 46.9 45.2 43.0

Net Profit Margin (%) 32.8 30.3 26.0 27.7 28.0 26.7

Net Debt to Equity (times) 0.11 0.45 0.56 0.34 0.21 0.13

GOODPACK LIMITED Annual Report 2012 09


Board of Directors

Mr Lam Choon Sen David @ Lam Kwok Kwong is the Executive Chairman of
the Group since February 1980. He stepped down as the Managing Director of the Group as of
September 17, 2012. He is responsible for the strategic aspects of the Groups business.

Mr Liew Yew Pin is the Executive Director of Goodpack since August 1997. He is appointed
as the Managing Director of the Group with effect from September 17, 2012. He is responsible
for the overall operations of our Group, in particular, for the growth and profitability of the Group.
Mr Liew holds a Bachelor degree in Engineering (Electrical and Electronics) (Hons) from the
University of Manchester, Institute of Science and Technology.

Mr Tan Bien Chuan is the Independent Director of Goodpack. Mr Tan is the co-founder
and Managing Director of OWW Capital Partners Pte Ltd, a venture capital firm. He currently sits
on the boards of CEI Contract Manufacturing Limited and Asian Venture Philantrophy Network.
Mr Tan holds a Bachelor of Science and Accounting from the University of Manchester, United
Kingdom and is a member of the Institute of Chartered Accountants in England and Wales.

Mr John Wong Weng Foo is an Independent Director since February 2002. He currently
sits on the board of TSH Corporation Limited. Mr Wong was a General Partner at General Atlantic
Partners, LLC, a worldwide private equity firm. Prior to joining General Atlantic, Mr Wong was the
Group Managing Director for Hong Leong Corporation. Previously, he also held such positions
as President and Vice Chairman for China Yuchai Ltd and Managing Director of IBM Singapore,
Sri Lanka and Brunei. He was a Trustee of Singapore Management University and a Director of
the Singapore Institute of Management. Mr Wong received an MBA from Brunel University (UK)
and completed the Advanced Management Programme at the University of Hawaii.

Mr Mah Kim Loong, Leslie is an Independent Director of Goodpack. He was an


Executive Director of Eu Yan Sang International Ltd prior to his retirement. Before joining Eu Yan
Sang International Ltd, Mr. Mah was the Executive Director and Company Secretary of Cerebos
Pacific Ltd for 15 years. Prior to his tenure at Cerebos, he was the Finance Director of Harpers
Gilfillan for 10 years. He is also a non-executive independent director of Hotel Properties Ltd
and Lam Soon (M) Bhd. Mr. Mah is a fellow member of the Institute of Chartered Accountants in
England and Wales

10 GOODPACK LIMITED Annual Report 2012


Management Team

Mr Thomas Ong Khian Cheong is the Deputy Group Chief Operating Officer. He
joined the Group in January 1998 as the General Manager.

Thomas held the post of deputy general manager in Freight Intertrans Pte Ltd before moving
to a US Logistics company, Fritz Logistics (S) Pte Ltd as its regional distribution manager in
1995. An accountant by training, Thomas has more than 20 years of wide ranging experience in
finance, operations, sales and marketing. He holds a Master of Business Administration from the
University of Leicester.

Ms Lok Pei San is the Chief Financial Officer of Goodpack Limited. She is responsible for
the group financial management. She has over ten years of finance and accounting experience.
Prior to her appointment as Chief Financial Officer, she was the Group Finance Controller and
an auditor at Deloitte & Touche LLP. She holds a Bachelor of Accountancy from the Nanyang
Technological University and is a member of the Institute of Certified Public Accountants of
Singapore.

Mr Uthai Srichai is the Managing Director of Goodpack Manufacturing and is responsible for
the Production and Engineering functions of the Group. Prior to joining Goodpack Manufacturing
in December 1992, Mr Srichai was a project engineer with Prachongkij Karnchang Co., Ltd, the
director in charge of operations in Siam Pokphand Co., Ltd as well as the Director in charge of
projects in TPT Construction Co., Ltd. He holds a Bachelor of Engineering from Kings Mongkut
Institute of Technology in Bangkok.

Mr George Patrick Mcfarlin is the Global Marketing Director of Goodpack Limited.


He is responsible for the marketing development and customer support functions for the group.
Prior to joining Goodpack USA in April 1998, he worked in Scholle Corporation for 21 years where
he was involved in various roles ranging from product development to sales and marketing and
finally as the director in charge of global marketing, specializing in IBC and aseptic packaging. He
holds a Bachelor of Science (Food Science) from the University of Illinois, Urbana-Champaign.

GOODPACK LIMITED Annual Report 2012 11


Corporate Information

Board of Directors Remuneration Committee Share Registrar


Mr Lam Choon Sen David Mr John Wong Weng Foo M & C Services Pte Ltd
@ Lam Kwok Kwong (Chairman) 138 Robinson Road, #17-00
Executive Chairman Independent Director The Corporate Office
Mr Liew Yew Pin Mr Mah Kim Loong Leslie Singapore 068906
Managing Director Independent Director
Mr Tan Bien Chuan Mr Tan Bien Chuan Principal Bankers
Independent Director Independent Director Overseas-Chinese Banking
Mr John Wong Weng Foo Corporation Limited
Independent Director Company Secretary 65 Chulia Street, OCBC Centre
Mr Mah Kim Loong Leslie Ms Noraini Binte Noor Abdul Latiff Singapore 049513
Independent Director
Standard Chartered Bank
Registered Ofice
8 Marina Boulevard #27-01
Audit Committee 7 Harrison Road, #04-01
Marina Bay Financial Centre Tower 1
Mr Mah Kim Loong Leslie Harrison Industrial Building
Singapore 018981
(Chairman) Singapore 369650
Independent Director Citibank, N.A., Singapore Branch
Mr John Wong Weng Foo Auditors 3 Temasek Avenue, #17-00
Independent Director Deloitte & Touche LLP Centennial Tower
Mr Tan Bien Chuan Certified Public Accountants Singapore 039190
Independent Director 6 Shenton Way, #32-00 Rabobank International, Singapore Branch
DBS Building Tower Two 77 Robinson Road #09-00 SIA Building
Nominating Committee Singapore 068809 Singapore 068896
Mr Tan Bien Chuan Audit Partner in charge:
(Chairman) Mr Toh Yew Kuan Jeremy Commonwealth Bank of Australia
Independent Director Appointed on 27 October 2010 1 Temasek Avenue #17-01
Mr Mah Kim Loong Leslie Millenia Tower
Independent Director Singapore 039192
Mr John Wong Weng Foo
Independent Director

12 GOODPACK LIMITED Annual Report 2012


Corporate Governance
Report

Goodpack Limited is committed to ensuring good of corporate governance in order to create long term shareholders
value. This report below describes the Corporate Governance framework and practices of the Company during the
financial year ended 30 June 2012 with reference to the 2005 Code (the Code). The Board is pleased to report on the
compliance of the Company with the Code except where otherwise stated and such compliance is regularly reviewed
to ensure transparency and accountability.

(A) BOARD MATTERS


The Boards Conduct of its Affairs

Principle 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 the Management to
achieve this and the Management remains accountable to the Board.

The Board of Directors oversees the business affairs of the Group, approving the corporate and strategic plans,
key operational policies, appointment of directors and key managerial personnel, major funding and investment
decisions, acquisition or disposal of assets, declaration of dividends, reviews of the financial performance, risk
management and internal controls of the Group. There are internal guidelines set for transactions that require
approval by the Board. The Board also provides management with advice on issues raised and at the same
time monitors the performance of the management team. In discharging the Boards duties, directors rely on,
among other things, the Groups management staff, external professionals, internal and external auditors.

To assist the Board in discharge of its responsibilities, certain functions have been delegated by the Board to
the following Committees:

Audit Committee
Nominating Committee
Remuneration Committee

These committees operate under defined terms of reference and operating procedures. The Chairman of the
respective Committees reports the outcome of the Committee meetings to the Board.

The Board meets regularly to oversee the business and affairs of the Group. Board meetings are conducted
in Singapore and attendance by directors are regular. The Board may have informal discussions on matters
requiring urgent attention, which would then be formally confirmed and approved by circulating resolutions
in writing. Telephone conference and video conference at Board meetings are allowed under the Articles of
Association of the Company. The record of the directors attendance at Board meetings during the financial
year ended 30 June 2012 is set out on page 21 of this Annual Report.

The independent directors discuss regularly without the presence of management on matters such as the
changes that they like to see in Board processes, corporate governance initiatives and matters which they wish
to discuss during the Board meetings.

Board Composition and Guidance

Principle 2 : There should be a strong and independent element on the Board, which is able to exercise
objective judgment on corporate affairs independently, particularly from the management. No individual or
small group of individuals should be allowed to dominate the Boards decision making.

The Board currently comprises of two executive directors and three non-executive and independent directors.
The Nominating Committee based on the Codes definition of independence, reviews the independence of each
director annually and confirms that the independent directors make up at least one third of the Board.

The Board considers that its current size and composition is appropriate for decision making, taking into
account the scope and nature of the Groups operations.

GOODPACK LIMITED Annual Report 2012 13


Corporate Governance
Report

The Board consists of members with diverse knowledge, expertise and experience. They contribute valuable
direction and insight, drawing from their experience in matters relating to finance, legal, business and general
corporate matters. The profiles of the directors are set out on page 10 of this Annual Report.

All newly-appointed directors are briefed on the business activities of the Group and its strategic goals,
and undergo an orientation program which includes visits to the Groups operating facilities to gain a better
understanding of the Groups business operations and governance practices. Directors who are first-time
directors, or who have no prior experience as directors of a listed company also undergo briefings on the roles
and responsibilities as directors of a listed company.

The directors are provided with continuing education in areas such as directors duties and responsibilities,
corporate governance, changes in financial reporting standards, insider trading as well as changes in the
relevant provisions of the Companies Act, so as to update and refresh them on matters that affect or may
enhance their performance as Board committee members.

Chairman and Managing Director

Principle 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 companys business - which will ensure a balance of power
and authority, such that no one individual represents a considerable concentration of power.

During the financial year ended 30 June 2012, it is the view of the Board that it is in the best interests of the
Group to adopt a single leadership structure, i.e. where the Chairman of the Board and the Managing Director
is the same person, so as to ensure that the decision making process of the Group would not be unnecessarily
hindered. Independent directors have demonstrated high level of commitment in their roles and have ensured
that there is a good balance of power and authority to enable independent exercise of objective judgment of
corporate affairs in the Group by the members of the Board.

The Chairman and Managing Director have executive responsibilities for the Groups business, as well as
the responsibilities for the workings of the Board. All major decisions made by the Chairman and Managing
Director are reviewed by the Audit Committee. The Nominating Committee reviews his performance
periodically and the Remuneration Committee reviews his remuneration package. The Audit, Nominating and
Remuneration Committees comprise of non-executive directors of whom all of them are independent. As such
the Board is of the opinion that there are adequate safeguards against an uneven concentration of power and
authority in a single individual.

The responsibilities of the Chairman include:

Leading the Board to ensure its effectiveness on all aspects of its roles and responsibilities as well as
setting its agenda.
Ensuring that the directors receive necessary information on a timely basis and review all resolutions
before they are presented to the Board.
Ensuring effective communication with shareholders.
Facilitating the effective contribution of non-executive directors.
Encouraging constructive relations between executive and non-executive directors and between the
Board and the management.
Promoting high standards of corporate governance and compliance with SGX-ST Listing Rules.

The Chairman has been instrumental in developing the business of the Group and has also provided the Group
with strong leadership and vision.

On 17 September 2012, the Chairman has stepped down from his duties as Managing Director of the Company
and Mr Liew Yew Pin assumes his duties as Managing Director with effect from 17 September 2012.

14 GOODPACK LIMITED Annual Report 2012


Corporate Governance
Report

Board Membership

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

Nominating Committee (NC)

The composition of the NC as at the date of this report is shown on page 12. The Chairman of the NC is Mr
Tan Bien Chuan, an independent director of the Company.

The principal responsibilities of the NC are to:

Identify talent to further strengthen the Board through appointment of new directors and review re-
appointment of directors to the Board and various Board Committees.
Re-nominate independent directors.
Review the Board structure, size and composition.
Evaluate the ability of directors with multiple board representations to carry out their duties.
Assess the effectiveness of the Board and each individual director.

One third of the Board of directors, except the Managing Director, are required to retire from office by rotation
and subject to re-election by the shareholders at the Annual General Meeting (AGM). Appointment of
Managing Director is for a fixed term of not exceeding five (5) years. In addition, Article 97 of the Companys
Articles of Association provides that a newly appointed director must retire and submit himself for re-election at
the next AGM following his appointment.

The NC has recommended to the Board that Mr Lam Choon Sen, David @ Lam Kwok Kwong and Mr Tan Bien
Chuan will retire at the Companys forthcoming AGM.

The record of the NC members attendance at NC meetings is disclosed on page 21 of this Annual Report.

Board Performance

Principle 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 has implemented a board assessment checklist and director assessment checklist to assess and
increase the overall effectiveness of the Board.

Factors taken into consideration for the assessment of each director include attendance at meetings, adequacy
of preparation, participation, industry knowledge and functional expertise. Factors for assessment of the Board
as a whole include the board structure, conduct of meetings, corporate strategy, risk management and internal
controls, measuring performance, compensation, financial reporting and communication with shareholders.
The results of the assessment are used to further improve areas which are working well and to address any
weaknesses.

Evaluation processes

(a) Board

Each Board member is required to complete a Board Assessment Checklist. Based on the returns from
each of the directors, the Chairman of the NC prepares a consolidated report and thereafter presents the
report to the Board for discussion on the changes which should be made to help the Board discharge its
duties more effectively.

GOODPACK LIMITED Annual Report 2012 15


Corporate Governance
Report

(b) Individual directors

In the case of the assessment of individual directors, each director is required to complete a directors
assessment form by way of a self-assessment of his contribution to the effectiveness of the Board.
Based on the returns from each of the directors, the Chairman of the NC prepares a consolidated report
and thereafter presents the report to the Board. The Chairman of the Board then provides the necessary
feedback on the respective Board performance of each director, with a view to improving their respective
performance on the Board.

The NC has met once this year to review the independence status of each director and to review the
effectiveness of the Board and the contribution of each director.

The NC is of the view that despite multiple board representations in certain instances, each director is
able and has been adequately carrying out his/her duties as a Director of the Company.

Access to Information

Principle 6 : In order to full 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 receives complete and timely information before all board meetings. The Board has separate and
independent access to the management team and the Company Secretary at all times.

Directors may request for independent professional advice. Such professionals will be selected with the
approval of the Chairman of the Committee requesting such information and at the expense of the Company.

The Company Secretary attends all Board meetings of the Company and attends to corporate secretarial
administration matters, ensuring that board procedures are followed and that applicable rules and regulations
are complied with.

The Board keeps the shareholders updated on the business of the Group through releases of the Groups
quarterly results, publication of the Companys Annual Report and timely release of relevant information through
SGXNET.

The Management currently provides the Board with Management Accounts on a quarterly basis which contains
key performance indicators that inform the Directors of the Companys on-going performance, position and
prospects.

(B) REMUNERATION MATTERS


Procedures for Developing Remuneration Policies

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

Remuneration Committee (RC)

The composition of the RC as at the date of this report is shown on page 12. No director is involved in
deciding his own remuneration.

16 GOODPACK LIMITED Annual Report 2012


Corporate Governance
Report

The principal responsibilities of the RC are to:

Oversee the development of leadership and management talent in the Group.


Recommend to the Board a framework of remuneration for the directors and key executives.
Review the level of remuneration (including but not limited to directors fees, salaries, allowances,
bonuses and benefits in kind) of the directors and key executives compared to the industry benchmark,
Groups and individuals performance.
Administer the Goodpack Performance Share Option Scheme, in accordance with the rules as approved
by the shareholders.

The record of the RC members attendance at RC meetings is disclosed on page 21.

Level and Mix of Remuneration

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

The Group has a remuneration policy which comprises of a fixed component and a performance-related
variable component. The variable component depends on the performance of each company within the Group.
Performance appraisals are conducted annually.

There is a fixed appointment period in the case of service contract. A portion of the remuneration packages of
the executive directors is performance related. The service contracts are not excessively long or with onerous
removal clauses.

Non-executive directors are paid directors fees that comprise basic fees and additional fees for serving on any
of the committees. In determining the quantum of such fees, factors such as frequency of meetings, time spent
and responsibilities of directors are taken into account. Such fees as a lump sum are subject to shareholders
approval at the AGM.

Disclosure of Remuneration

Principle 9 : Each company should provide clear disclosure of its remuneration policy, level and mix of
remuneration, and the procedure for setting remuneration in the companys 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 breakdown of each individual directors remuneration earned in % term through fee, basic and variable
remunerations for the year ended 30 June 2012 is shown on page 22.

The remuneration of the 5 key executives who are not directors of the Company is as follows:

Number of staff
Below S$200,000
S$200,000 to S$300,000 4
S$300,001 to S$450,000 1

There are no employees in the Group who are immediate family members of a director whose remuneration
exceeds $150,000 for the financial year ended 30 June 2012.

GOODPACK LIMITED Annual Report 2012 17


Corporate Governance
Report

(C) ACCOUNTABILITY AND AUDIT


Accountability

Principle 10 : The Board should present a balanced and understandable assessment of the Companys
performance, position and prospects.

The Board is responsible for providing a balanced and understandable assessment of the Companys
performance, position and prospects, including interim and other price sensitive public reports and reports
to regulators (if required). Management currently provides all members of the Board with appropriately
detailed management accounts which present a balanced and understandable assessment of the Companys
performance, position and prospects on a quarterly basis.

The Board has embraced openness and transparency in the conduct of the Companys affairs, whilst
preserving the commercial interests of the Company. Financial reports and other price sensitive information
are disseminated to shareholders through announcements via SGXNET to the SGX-ST, press releases, the
Companys website, public webcast, media and analyst briefings.

Audit Committee (AC)

Principle 11 : The Board should establish an Audit Committee with written terms of reference which clearly
set out its authority and duties.

The composition of the AC as at the date of this report is shown on page 12.

The AC meets periodically to review the effectiveness of the Companys internal controls which include the
financial and operational control procedures. The AC has the authority to obtain advice and assistance from
outside legal, accounting, or other advisors as deemed necessary to perform its duties and responsibilities.
The AC also ensures that the recommendations from the external auditors in areas of any non-compliance and
internal control weaknesses are duly followed up.

The AC performs the following functions:

Reviewing the audit plans of external auditors, their findings and recommendations together with
managements responses thereto, and co-operation given by the Companys management to the
external auditors.
Reviewing the quarterly and annual financial statements of the Group and the external auditors report
thereon.
Reviewing interested person transactions.
Reviewing the volume of non-audit services provided by the external auditor to assess whether the
nature and extent of those services might prejudice the independence and objectivity of the external
auditors.
Meeting up with the Companys external and internal auditors, in the absence of management.
Recommending the appointment and re-appointment of external and internal auditors and the
remuneration of the external and internal auditors.
Reviewing the effectiveness of internal audit function and procedures.

The AC has full access to the Companys management and also full discretion to invite any director or
corporate officer to attend meetings. It has also been provided with adequate resources in discharging its
duties.

The AC has undertaken a review of all the non-audit services provided by the external auditors during the year
under review and is satisfied that such services would not, in the ACs opinion, affect the independence of the
external auditors.

In appointing the audit firms for the Group, the Audit Committee is satisfied that the Company has complied
with the Listing Rules 712 and 715 of the SGX-ST.

18 GOODPACK LIMITED Annual Report 2012


Corporate Governance
Report

A whistle blowing policy has been established to encourage:

employees report any possible improprieties in matters of financial reporting or other matters that they
may encounter ; and
managements commitment to protect employees from retaliation in the form of an adverse personnel
action for disclosing what the employee believes evidences certain unlawful, wasteful or dangerous
practices.

The record of the members attendance at AC meetings as at this report is disclosed on page 21.

Internal Controls

Principle 12 : The Board should ensure that Management maintains a sound system of internal controls to
safeguard the shareholders investments and the companys assets.

The Board recognises it has responsibilities for maintaining a system of internal control to safeguard
shareholders investments and the Groups business and assets. The effectiveness of the internal control
systems and procedures are monitored by Management.

The system of internal controls and risk management established by the Company provides reasonable, but
not absolute assurance that the Company will not be adversely affected by any event that can be reasonably
foreseen as it strives to achieve its business objectives. However, the Board also notes that no system of
internal controls and risk management can provide absolute assurance in this regard, or absolute assurance
against the occurrence of material errors, poor judgement in decision making, human error, losses, fraud or
other irregularities.

Based on the reports from the internal and external auditors and concurrence of the Audit Committee, the
Board is of the opinion that there were adequate internal controls to address the financial, operational and
compliance risks as at 30 June 2012 for the nature and size of the Groups assets and ensure the integrity of
the financial statements. The Management continues to focus on improving the standard of internal controls
and corporate governance.

Internal Audit

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

The internal audit function of the Group is outsourced to an external professional firm whose primary line of
reporting is to the Chairman of the AC. The AC considers the independence, skills and experience of the firm
prior to the appointment.

The internal auditors provide support to the AC in their role to assess the effectiveness of the Groups overall
system of operational and financial controls. Audit plans are jointly proposed by the firm and management.

GOODPACK LIMITED Annual Report 2012 19


Corporate Governance
Report

(D) COMMUNICATION WITH SHAREHOLDERS


Communication with Shareholders

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

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

Besides the release of quarterly financial results, the Company ensures that timely and adequate disclosure of
information on material and price sensitive matters are disclosed and are made to the shareholders through
announcements made via SGXNET.

Regular discussions were held between the board members/senior management and analysts, bankers,
stakeholders and investors during the year. Presentations based on permissible disclosures were held to
explain the Groups performance and major development programme.

(E) GREATER SHAREHOLDERS PARTICIPATION


The Board welcomes the views of the shareholders on matters affecting the Company, whether at the
shareholders meetings or on an ad hoc basis. Shareholders are invited to participate in general meetings with
the Board members, management team and external auditors.

The Chairman of each Board Committees as well as the external auditors will also be present at the meeting to
assist in addressing any relevant queries from the shareholders.

(F) DEALING IN SECURITIES


The Company has adopted the best practices on dealings in securities which are applicable to all its officers
with respect to the dealings in securities of the Company. The officers are not allowed to deal in the Company
shares on short term considerations during the period commencing two weeks before the announcement of the
Companys financial results for each of the first three quarters of its financial year and one month before the
announcement of the Companys full year financial results. The officers are also advised to be mindful of the law
on insider trading.

(G) INTERESTED PERSON TRANSACTIONS


The Company has set out procedures governing all interested person transactions to ensure that they are
carried out on an arms length basis, on normal commercial terms and will not be prejudicial to the interests of
the Company and its shareholders.

The aggregate value of interested person transactions entered into during the financial year ended 30 June
2012 are as follows:

Aggregate value of all


interested person transactions Aggregate value of all
during the nancial year interested person transactions
under review (excluding conducted under shareholders
transactions less than $100,000 mandate pursuant to Rule 920
and transactions conducted (excluding transactions less
under shareholders mandate than $100,000)
Name of interested person pursuant to Rule 920)
Nil

20 GOODPACK LIMITED Annual Report 2012


Corporate Governance
Report

(H) MATERIAL CONTRACTS


Save for the service agreements between the executive directors and the Company, there were no material
contracts (including loans) of the Company or its subsidiaries involving the interests of the managing director,
each director or controlling shareholder at the end of the financial year or have been entered into since the end
of the previous financial year.

(I) RISK MANAGEMENT


The Company does not have a Risk Management Committee. However, the Management regularly reviews
the Groups business and operational activities to identify areas of significant business risks as well as
appropriate measures to control and mitigate these risks. Management reviews all significant control policies
and procedures and highlights all significant matters to the Board and the AC.

Key information on the directors and composition of each committee:

Committee a) Date of Due for


appointment and re-election
Executive or b) date of last at next
Name non-executive NC RC AC re-election AGM
Lam Choon Sen David(1) Executive N.A. N.A. N.A. a) 14 Feb 1980
b)
Liew Yew Pin(2) Executive N.A. N.A. N.A. a) 27 Aug 1997 N.A.
b) 27 Oct 2009
Tan Bien Chuan Nonexecutive Chairman Member Member a) 21 Oct 1999
independent b) 27 Oct 2009
John Wong Weng Foo Nonexecutive Member Chairman Member a) 28 Feb 2002
independent b) 27 Oct 2010
Mah Kim Loong Leslie Nonexecutive Member Member Chairman a) 1 Aug 2006
independent b) 27 Oct 2011

(1) Mr Lam Choon Sen David has stepped down as Managing Director of the Company on 17 September 2012 and
therefore, he is subjected to retirement.

(2) Mr Liew Yew Pin has been appointed as Managing Director of the Company on 17 September 2012 and therefore, he is
not subjected to retirement.

Directors Attendance at Board and Committee Meetings as at this reporting date:

Meetings

Board AC RC NC
Number of meetings
Name Held Attended Held Attended Held Attended Held Attended
Lam Choon Sen David 4 4
Liew Yew Pin 4 4
Tan Bien Chuan 4 4 4 4 1 1 1 1
John Wong Weng Foo 4 4 4 4 1 1 1 1
Mah Kim Loong Leslie 4 4 4 4 1 1 1 1

GOODPACK LIMITED Annual Report 2012 21


Corporate Governance
Report

Breakdown (in % terms) of each individual directors remuneration earned for the year ended 30 June 2012:

Fee, Salary, Bonus, Allowances/ Total,


Name % % % Benets, % %
Between S$750,000 to S$1,250,000
Lam Choon Sen David 93 7 100
Between S$500,000 to S$750,000
Liew Yew Pin 62 38 100
Below S$250,000
Tan Bien Chuan 100 100
John Wong Weng Foo 100 100
Mah Kim Loong Leslie 100 100

The details of the Share Option Scheme and the Options granted to the directors are disclosed in Page 24 of
this Annual Report.

22 GOODPACK LIMITED Annual Report 2012


Report
Of the Directors

The directors present their report together with the audited consolidated financial statements of the Group and
statement of financial position and statement of changes in equity of the Company for the financial year ended June
30, 2012.

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

Mr Lam Choon Sen, David @ Lam Kwok Kwong


Mr Liew Yew Pin
Mr Tan Bien Chuan
Mr John Wong Weng Foo
Mr Mah Kim Loong, Leslie

2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF


THE ACQUISITION OF SHARES AND DEBENTURES
Neither at the end of the financial year nor at any time during the financial year did there subsist any
arrangement whose object is to enable the directors of the Company to acquire benefits by means of the
acquisition of shares or debentures in the Company or any other body corporate, except under the share option
and warrant schemes as follows:

Name of director and company Options in name of director


in which interests are held At beginning of year At end of year

Goodpack Limited

Share options to subscribe for ordinary shares at the option


price of S$1.450 each

Lam Choon Sen, David @ Lam Kwok Kwong 1,116,313 1,116,313

Name of directors and company Warrants in name of directors


in which interests are held At beginning of year At end of year

Goodpack Limited

Warrants to subscribe for ordinary shares at the exercise price


of S$0.68 each

Liew Yew Pin 526,625 526,625


Tan Bien Chuan 180,500 180,500
John Wong Weng Foo 30,000 30,000

Mr Lam Choon Sen, David @ Lam Kwok Kwong is deemed to have an interest in the 28,191,000 warrants
issued to Goodpack Holdings Pte Ltd (GHPL) by virtue of his 66.42% shareholding interest in GHPL.

GOODPACK LIMITED Annual Report 2012 23


Report
Of the Directors

3 DIRECTORS INTERESTS IN SHARES AND DEBENTURES


The directors of the Company holding office at the end of the financial year had no interests in the share capital
and debentures of the Company and related corporations as recorded in the register of directors shareholdings
kept by the Company under Section 164 of the Singapore Companies Act except as follows:

Shareholdings in which
Shareholdings registered directors are deemed
in the name of directors to have interests
Name of directors and company in which At beginning At end At beginning At end
interests are held of year of year of year of year

Goodpack Limited Ordinary shares

Lam Choon Sen, David@ Lam Kwok 7,308,510 7,308,510 142,455,000 142,455,000
Kwong
Liew Yew Pin 2,633,125 2,633,125
Tan Bien Chuan 902,500 902,500 240,813 240,813
John Wong Weng Foo 6,649,330 6,649,330

By virtue of Section 7 of the Singapore Companies Act, Mr Lam Choon Sen, David @ Lam Kwok Kwong is
deemed to have an interest in the shares held by Goodpack Holdings Pte Ltd.

By virtue of Section 7(4A) of the Singapore Companies Act, Mr Tan Bien Chuan is deemed to have an interest in
the shares held by OWW Capital Partners Pte Ltd.

The directors interests in shares, options and warrants of the Company as at July 21, 2012 were the same as
those as at June 30, 2012.

4 DIRECTORS RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS


Since the beginning of the financial year, no director has received or become entitled to receive a benefit which
is required to be disclosed under Section 201(8) of the Singapore Companies Act, 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 for salaries, bonuses and other benefits as
disclosed in the financial statements.

5 SHARE OPTIONS
(a) Options to take up unissued shares

Goodpack Performance Share Option Scheme

The Goodpack Performance Share Option Scheme, as the same may be modified or altered from time to
time (Scheme) was approved by shareholders on December 20, 2001.The Scheme has been modified
in year 2004 to allow share options to be issued at a premium (Premium Option) to the market price at
the date of grant with an exercise period of 5 years.

The Scheme shall continue to be in force at the discretion of the Remuneration Committee of the
Company (the Committee), subject to a maximum period of ten years commencing on the adoption
date, provided always that the Scheme may continue beyond the above stipulated period with the
approval of the Companys shareholders by ordinary resolution in a general meeting and of any relevant
authorities which may then be required.

24 GOODPACK LIMITED Annual Report 2012


Report
Of the Directors

Under the Scheme, options will vest:

- on or after the first anniversary of the date of grant for 40% of the ordinary shares subject to the
options;

- on or after the second anniversary of the date of grant for an additional 30% of the ordinary
shares subject to the options; and

- on or after the third anniversary of the date of grant for an additional 30% of the ordinary shares
subject to the options;

except for the grants that were made to the Chairman, Mr Lam Choon Sen, David @ Lam Kwok Kwong,
which will vest on or after the first anniversary of the date of the respective grants.

Under the Scheme, options to subscribe for ordinary shares in the capital of the Company will
be granted to selected executives and directors (executive and non-executive) of the Company,
its subsidiaries and associated companies. All options to be issued will have a term no longer than
10 years from the date of the grant, except in the case of premium options and for grants to a non-
executive director, an executive director of an associated company and/or an executive of an associated
company, the term is no longer than 5 years.

The exercise price of a Market Price Option will be the average of the closing prices of the Companys
ordinary shares on the SGX-ST for the three consecutive market days (Market Price) immediately
preceding the date of the grant.

The exercise price of a Discounted Option will be a price subject to such discount not exceeding 20% of
the Market Price as may be determined by the Committee.

The exercise price of a Premium Option will be a price subject to such premium as may be determined
by the Committee.

Options, under the Scheme, may be granted at a premium or subject to a discount to the market price
for the shares prevailing at the date of grant of the respective options, provided that the maximum
discount which may be given shall not exceed 20% of the relevant market price for the shares applicable
to that option.

Administration of the Scheme

i) The Committee administering the Scheme comprises Mr John Wong Weng Foo, Mr Mah Kim
Loong, Leslie and Mr Tan Bien Chuan. None of the committee members shall participate in any
deliberation or decision in respect of the options granted to him.

ii) All determinations or actions of the Committee with respect to the interpretation and/or
implementation of the Scheme shall be by the affirmative vote of the majority of the members of
the Committee.

iii) The Committee shall have the power, from time to time, to make and vary such regulations (not
being inconsistent with the Scheme) for the implementation and administration of the Scheme as
they think fit.

iv) Any decision of the Committee made pursuant to any provision of the Scheme (other than a
matter to be certified by the Auditors) shall be final and binding (including any decisions
pertaining to the quantum of discount or premium applicable to a Discounted Option or Premium
Option pursuant to the Scheme or to disputes as to the interpretation of the Scheme or any rule,
regulation, procedure there under or as to any rights under the Scheme).

GOODPACK LIMITED Annual Report 2012 25


Report
Of the Directors

(b) Unissued shares under option and options exercised/lapsed

i) There were 1,116,313 unissued ordinary shares under the options granted pursuant to the
Scheme at the end of the financial year. Details of the options to subscribe for ordinary shares of
Goodpack Limited pursuant to the Scheme are as follows:

Balance Options Balance as


as at Options Options lapsed/ at June 30, Subscription Exercise
Date of grant July 1, 2011 exercised granted forfeited 2012 price period

January 18, 2002 500,000 (500,000) S$0.511 January 18,


2003 to
January 17,
2012

September 3, 2002 9,375 (9,375) S$0.503 September


3, 2003 to
September
2, 2012

August 6, 2003 48,000 (48,000) S$0.560 August 6,


2004 to
August 5,
2013

June 1, 2010 1,116,313 1,116,313 S$1.450 June 1,


2011 to May
30, 2020

1,673,688 (9,375) (548,000) 1,116,313

No other shares of the Company or its subsidiaries were issued during the financial year by virtue
of the exercise of options under the Scheme to take up the unissued shares of the Company or
its subsidiaries.

ii) No directors were granted share options under the Scheme except as follows:

Aggregate Aggregate Aggregate Aggregate


options granted options lapsed options exercised options
Options since the since the since the outstanding
granted commencement commencement commencement at the end
during the of the Scheme of the Scheme of the Scheme of the
nancial to the end of the to the end of the to the end of the nancial
Name of participant year nancial year nancial year nancial year year

Lam Choon Sen, David


@ Lam Kwok Kwong 7,016,313 5,900,000 1,116,313
Liew Yew Pin 5,900,000 3,745,000 2,155,000
Tan Bien Chuan 1,180,000 230,000 950,000
John Wong Weng Foo 840,000 290,000 550,000

iii) No director/employee received 5% or more of the total number of options available under the
Scheme except for options granted to Lam Choon Sen, David @ Lam Kwok Kwong and Liew Yew
Pin as disclosed above.

iv) There were no options granted at a discount during the financial year.

v) There were no options granted to participants who are controlling shareholders of the Company
and their associates except for options granted to Lam Choon Sen, David @ Lam Kwok Kwong
and Liew Yew Pin, as disclosed above.

26 GOODPACK LIMITED Annual Report 2012


Report
Of the Directors

vi) Lam Choon Sen, David @ Lam Kwok Kwong did not participate in any deliberation or decision in
respect of options granted to him.

There are no unissued shares of the subsidiaries under option at the end of the financial year.

6 WARRANTS
During the financial year ended June 30, 2010, the Company issued 93,362,043 warrants at S$0.22 per warrant,
on the basis of one warrant for every eight shares held in the share capital of the Company subject to the terms
and conditions of the issue as stated in the Deed Poll of the Company dated December 4, 2009.Each warrant
entitles the holder to subscribe for one new ordinary share in the Company at a subscription price of S$0.68
per share. The warrants shall be exercised at any time commencing on and including the date immediately
after the date of listing, December 5, 2009, of the warrants and expiring on the date immediately preceding
the third anniversary of the date of issue of the warrants.Warrants remaining unexercised after the expiry date
shall lapse and cease to be valid for any purpose.

The unissued ordinary shares of the Company under warrants at the end of the financial year are as follows:

Number of warrants Balance as at Subscription


Date of issue at date of issue June 30, 2012 price

December 5, 2009 93,362,043 62,377,085 S$0.68

During the financial year, 1,889,825 (2011 : 21,513,740) shares of the Company were issued by virtue of the
exercise of warrants.

7 AUDIT COMMITTEE
The Audit Committee comprises three members. The members of the Audit Committee at the date of this
report are:

Mr Mah Kim Loong, Leslie (Chairman)


Mr Tan Bien Chuan
Mr John Wong Weng Foo

The Audit Committee has met four times since the last Annual General Meeting (AGM) and has reviewed the
following, where relevant, with the executive directors and external auditors of the Company:

a) the audit plans of the external auditors and the results of the external auditors examination and
evaluation of the Groups systems of internal accounting controls;

b) the Groups financial and operating results and accounting policies;

c) the accompanying financial statements before their submission to the Board of Directors of the
Company and the external auditors report on those financial statements;

d) the quarterly, half-yearly and annual announcements as well as the related press releases on the results
and financial position of the Company and the Group;

e) the co-operation and assistance given by management to the internal and external auditors; and

f) the re-appointment of the external auditors of the Company.

GOODPACK LIMITED Annual Report 2012 27


Report
Of the Directors

The Audit Committee has full access to and has the co-operation of the management and has been given the
resources required for it to discharge its function properly. It also has full discretion to invite any director and
executive officer to attend its meetings.The external auditors have unrestricted access to the Audit Committee.

The Audit Committee has recommended to the directors the nomination of Deloitte & Touche LLP for re-
appointment as external auditors at the forthcoming Annual General Meeting of the Company.

8 AUDITORS
The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.

ON BEHALF OF THE DIRECTORS

Mr Lam Choon Sen, David


@ Lam Kwok Kwong

Mr Liew Yew Pin

Singapore
October 8, 2012

28 GOODPACK LIMITED Annual Report 2012


Statement
Of Directors

In the opinion of the directors, the consolidated financial statements of the Group and the statement of financial
position and statement of changes in equity of the Company as set out on pages 31 to 83 are drawn up so as to give
a true and fair view of the state of affairs of the Group and of the Company as at June 30, 2012 and of the results,
changes in equity and cash flows of the Group and changes in equity of the Company for the financial year then ended
and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its
debts when they fall due.

ON BEHALF OF THE DIRECTORS

Mr Lam Choon Sen, David


@ Lam Kwok Kwong

Mr Liew Yew Pin

Singapore
October 8, 2012

GOODPACK LIMITED Annual Report 2012 29


Independent Auditors
Report
To the Members of Goodpack Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Goodpack Limited (the Company) and its subsidiaries
(the Group) which comprise the statements of financial position of the Group and the Company as at June 30, 2012,
and the statement of comprehensive income, statement of changes in equity and statement of cash flows of the
Group and the statement of changes in equity of the Company for the year then ended, and a summary of significant
accounting policies and other explanatory notes, as set out on pages 31 to 83.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance
with the provisions of the Singapore Companies Act (the Act) and Singapore Financial Reporting Standards and for
devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that
assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised
and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance
sheets and to maintain accountability of assets.

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 about 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. The procedures selected depend on the auditors judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entitys preparation of financial statements that give a true and
fair view 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 entitys 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, the consolidated financial statements of the Group and the statement of financial position and
statement of changes in equity of the Company 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 Group and
of the Company as at June 30, 2012 and of the results, changes in equity and cash flows of the Group and changes in
equity of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those
subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the
provisions of the Act.

Deloitte & Touche LLP


Public Accountants and
Certified Public Accountants
Singapore

October 8, 2012

30 GOODPACK LIMITED Annual Report 2012


Statements of
Financial Position
June 30, 2012

Group Company
Note 2012 2011 2012 2011
US$000 US$000 US$000 US$000
ASSETS
Current assets
Cash and bank balances 6 165,155 68,506 116,942 26,360
Trade receivables 7 58,660 56,293 111,527 92,111
Other receivables 8 26,092 22,346 12,392 8,917
Inventories 9 2,224 2,804 160 90
Total current assets 252,131 149,949 241,021 127,478

Non-current assets
Trade receivables 7 180 3,624
Investments in subsidiaries 10 17,735 17,659
Investment in associate 11 4 4 4 4
Available-for-sale investment 12 12 12 12 12
Property, plant and equipment 13 272,210 261,029 270,726 272,345
Goodwill 14 789 789
Intangible assets 15 4,495 4,800 4,495 4,800
Deferred tax assets 19 1,971 2,005
Total non-current assets 279,481 268,639 293,152 298,444

Total assets 531,612 418,588 534,173 425,922

LIABILITIES AND EQUITY


Current liabilities
Borrowings 16 11,285 14,105 11,285 14,105
Trade payables 17 12,638 15,039 4,647 6,520
Other payables 18 14,098 13,862 79,204 79,356
Income tax payable 1,789 2,210
Current portion of finance leases 14 14
Total current liabilities 39,824 45,230 95,136 99,981

Non-current liabilities
Borrowings 16 191,442 106,382 191,442 106,382
Finance leases 38 38
Deferred tax liabilities 19 14,162 12,461 14,209 12,510
Total non-current liabilities 205,642 118,881 205,651 118,892

Capital, reserves and non-controlling


interests
Share capital 21 90,014 88,641 90,014 88,641
Treasury shares 22 (511) (434) (511) (434)
Capital reserves 23 9,944 10,285 9,944 10,285
Legal reserve 146 146
Revaluation reserves 24 44 44 (65) (65)
Translation reserves (5,835) (2,832)
Retained earnings 189,184 155,468 134,004 108,622
Equity attributable to owners of the
Company 282,986 251,318 233,386 207,049
Non-controlling interests 3,160 3,159
Total equity 286,146 254,477 233,386 207,049

Total liabilities and equity 531,612 418,588 534,173 425,922

See accompanying notes to financial statements.

GOODPACK LIMITED Annual Report 2012 31


Consolidated Statement of
Comprehensive Income
Year ended June 30, 2012

Group
Note 2012 2011
US$000 US$000

Revenue 26 177,153 158,573

Other income (expenses) 27 2,856 (526)


Logistic and handling costs (68,430) (60,035)
Raw materials and consumables used (2,721) (2,655)
Employee benefits expense (12,069) (11,157)
Depreciation and amortisation expense 13, 15 (16,211) (16,360)
Other operating expenses 28 (20,694) (12,612)
Finance costs 29 (5,671) (4,612)

Prot before income tax 54,213 50,616

Income tax expense 30 (6,973) (6,148)

Prot for the year 31 47,240 44,468

Other comprehensive income:

Exchange differences on translation of foreign operations, net of tax (3,120) 1,357

Other comprehensive income for the year, net of tax (3,120) 1,357

Total comprehensive income for the year 44,120 45,825

Profit attributable to:


Owners of the Company 45,216 43,216
Non-controlling interests 2,024 1,252
47,240 44,468

Total comprehensive income attributable to:


Owners of the Company 42,213 44,363
Non-controlling interests 1,907 1,462
44,120 45,825

Earnings per share:

Basic (U.S. cents) 32 9.10 8.80

Diluted (U.S. cents) 32 8.61 8.21

See accompanying notes to financial statements.

32 GOODPACK LIMITED Annual Report 2012


Attributable
to owners Non-
Share Treasury Capital Legal Revaluation Translation Retained of the controlling
capital shares reserves reserve reserves reserves earnings Company interests Total
US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000
(Note A) (Note B)
Group

Balance at July 1, 2010 74,218 13,723 146 44 (3,979) 131,738 215,890 1,697 217,587

Total comprehensive income for the year 1,147 43,216 44,363 1,462 45,825
Issue of shares (Note 21) 10,897 10,897 10,897
Transfer to share capital (Note 21) 3,526 (3,526)
Repurchase of shares (Note 22) (434) (434) (434)
Recognition of share-based
payment (Note 23) 88 88 88
Dividends paid (Note 33) (19,486) (19,486) (19,486)

Balance at June 30, 2011 88,641 (434) 10,285 146 44 (2,832) 155,468 251,318 3,159 254,477

Total comprehensive income for the year (3,003) 45,216 42,213 1,907 44,120
Issue of shares (Note 21) 1,032 1,032 1,032
Transfer to share capital (Note 21) 341 (341)
Repurchase of shares (Note 22) (77) (77) (77)
Dividends paid (Note 33) (11,500) (11,500) (1,906) (13,406)

Balance at June 30, 2012 90,014 (511) 9,944 146 44 (5,835) 189,184 282,986 3,160 286,146

Note A Pursuant to relevant laws and regulations in the countries of incorporation, certain subsidiaries are required to make appropriation from profit after taxation to legal
reserve until the reserve reaches a certain percentage of the respective subsidiaries authorised capital.

Note B Exchange differences relating to the translation from the functional currencies of the Groups foreign subsidiaries into United States dollars are brought to account
by recognising those exchange differences in translation reserves.

GOODPACK LIMITED Annual Report 2012


Changes in Equity
Statements of
Year ended June 30, 2012

See accompanying notes to financial statements.

33
Statements of
Changes in Equity
Year ended June 30, 2012

Share Treasury Capital Revaluation Retained Total


capital shares reserves reserves earnings equity
US$000 US$000 US$000 US$000 US$000 US$000

Company

Balance at July 1, 2010 74,218 13,723 (65) 85,503 173,379


Total comprehensive income for the year 42,605 42,605
Issue of shares (Note 21) 10,897 10,897
Transfer to share capital (Note 21) 3,526 (3,526)
Repurchase of shares (Note 22) (434) (434)
Recognition of share-based payment (Note 23) 88 88
Dividends paid (Note 33) (19,486) (19,486)
Balance at June 30, 2011 88,641 (434) 10,285 (65) 108,622 207,049
Total comprehensive income for the year 36,882 36,882
Issue of shares (Note 21) 1,032 1,032
Transfer to share capital (Note 21) 341 (341)
Repurchase of shares (Note 22) (77) (77)
Dividends paid (Note 33) (11,500) (11,500)
Balance at June 30, 2012 90,014 (511) 9,944 (65) 134,004 233,386

See accompanying notes to financial statements.

34 GOODPACK LIMITED Annual Report 2012


Consolidated Statement of
Cash Flows
Year ended June 30, 2012

Group
2012 2011
US$000 US$000

Operating activities
Profit before income tax 54,213 50,616
Adjustments for:
Depreciation expense 15,906 16,064
Amortisation expense 305 296
Interest income (1,041) (578)
(Reversal of) allowance for doubtful trade receivables (742) 716
Interest expense 5,671 4,612
Dividend income (9)
Share option expense 88
(Gain) loss on disposal of property, plant and equipment (Note A) (1,086) 65
Operating cash flows before movements in working capital 73,217 71,879

Trade receivables (1,625) (17,835)


Other receivables (3,746) (4,610)
Inventories 580 724
Trade payables (2,401) 3,390
Other payables (919) 1,351
Cash generated from operations 65,106 54,899

Interest received 1,041 578


Dividends paid (11,500) (19,486)
Interest paid (5,671) (4,612)
Income tax paid (5,854) (3,620)
Net cash from operating activities 43,122 27,759

Investing activities
Proceeds from disposal of property, plant and equipment (Note A) 562 444
Purchase of property, plant and equipment (26,563) (19,446)
Dividend income 9
Net cash used in investing activities (25,992) (19,002)

Financing activities
Proceeds on issue of shares upon exercise of warrants 1,028 10,897
Proceeds on issue of shares upon exercise of share options 4
Repayment of borrowings (21,659) (75,615)
New borrowings raised 103,899 86,920
Repayments of obligations under finance leases (12)
Dividends paid to non-controlling interests (556)
Purchase of treasury shares (77) (434)
Net cash from financing activities 82,639 21,756

Net increase in cash and cash equivalents 99,769 30,513


Cash and cash equivalents at beginning of year 68,506 36,636
Effects of exchange rate changes on the balance of cash held in foreign currencies (3,120) 1,357
Cash and cash equivalents at end of year (Note 6) 165,155 68,506

Note A:
As at June 30, 2012, the Group had disposed off property, plant and equipment with net book value of US$237,000 (Note 13).
US$512,000 of the proceeds have been received and the remaining proceeds of US$761,000 are included in trade receivables.
See accompanying notes to financial statements.

GOODPACK LIMITED Annual Report 2012 35


Notes to
Financial Statements
June 30, 2012

1 GENERAL
The Company (Registration No. 198000547W) is incorporated in Singapore with its principal
place of business and registered office at 7 Harrison Road, #04-01, Harrison Industrial Building,
Singapore 369650. The Company is listed on the Mainboard of the Singapore Exchange Securities Trading
Limited.The financial statements are expressed in United States dollars.

The principal activities of the Company are those relating to the leasing of Intermediate Bulk Containers (IBCs)
and investment holding.

The principal activities of the significant subsidiaries are disclosed in Note 10 to the financial statements.

The consolidated financial statements of the Group and statement of financial position and statement of
changes in equity of the Company for the year ended June 30, 2012 were authorised for issue by the Board of
Directors on October 8, 2012.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


BASIS OF ACCOUNTING - The financial statements have been prepared in accordance with the historical cost
basis except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions
of the Singapore Companies Act and Singapore Financial Reporting Standards (FRS).

ADOPTION OF NEW AND REVISED STANDARDS - In the current financial year, the Group has adopted all the
new and revised FRSs and Interpretations of FRS (INT FRS) that are relevant to its operations and effective
for annual periods beginning on or after July 1, 2011. The adoption of these new/revised FRS and INT FRS
does not result in changes to the Groups and Companys accounting policies and has no material effect on the
amounts reported for the current or prior years.

At the date of authorisation of these financial statements, the following FRS and amendments to FRS that are
relevant to the Group and the Company were issued but not effective:

Amendments to FRS 1 Presentation of Financial Statements - Amendments relating to Presentation of


Items of Other Comprehensive Income

FRS 112 Disclosure of Interests in Other Entities

Consequential amendments were also made to various standards as a result of these new/revised standards.

Amendments to FRS 1 Presentation of Financial Statements - Amendments relating to Presentation of Items of


Other Comprehensive Income (OCI)

The amendment on Other Comprehensive Income (OCI) presentation will require the Group to present in
separate groupings, OCI items that might be recycled i.e., reclassified to profit or loss (e.g., those arising from
cash flow hedging, foreign currency translation) and those items that would not be recycled (e.g. revaluation
gains on property, plant and equipment under the revaluation model). The tax effects recognised for the OCI
items would also be captured in the respective grouping, although there is a choice to present OCI items before
tax or net of tax.

Changes arising from these amendments to FRS 1 will take effect from financial years beginning on or after July
1, 2012, with full retrospective application.

When the entity adopts the amendments, it will have to present revaluation gains on property, plant and
equipment and the corresponding tax effects separately from other OCI items that might be recycled to profit or
loss.

36 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)


FRS 112 Disclosure of Interests in Other Entities

FRS 112 requires an entity to provide more extensive disclosures regarding the nature of and risks associated
with its interest in subsidiaries, associates, joint arrangements and unconsolidated structured entities.

FRS 112 will take effect from financial years beginning on or after January 1, 2014, and the Group is currently
estimating extent of additional disclosures needed.

The management anticipates that the adoption of the above FRSs and amendments to FRS in future periods
will not have a material impact on the financial statements of the Group and of the Company in the period of
their initial adoption.

BASIS OF CONSOLIDATION - The consolidated financial statements incorporate the financial statements of the
Company and entities (including special purpose entities) controlled by the Company (its subsidiaries). Control
is achieved where the Company has the power to govern the financial and operating policies of an entity so as
to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement
of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as
appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies in line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Non-controlling interests in subsidiaries are identified separately from the Groups equity therein. The interest
of non-controlling shareholders that are present ownership interests and entitle their holders to a proportionate
share of the entitys net assets in the event of liquidation may be initially measured (at date of original business
combination) either at fair value or at the non-controlling interests proportionate share of the fair value of the
acquirees identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition
basis. Other types of non-controlling interests are measured at fair value, or, where applicable, on the basis
specified in another FRS. Subsequent to acquisition, the carrying amount of non-controlling interests is the
amount of those interests at initial recognition plus the non-controlling interests share of subsequent changes
in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-
controlling interests having a deficit balance.

Changes in the Groups interest in a subsidiary that do not result in a loss of control are accounted for as equity
transactions. The carrying amounts of the Groups interests and the non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which
the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised
directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference
between (i) the aggregate of the fair value of the consideration received and the fair value of any retained
interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary
and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation
to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings)
in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value
of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair
value on initial recognition for subsequent accounting under FRS 39 Financial Instruments: Recognition and
Measurement or, when applicable, the cost on initial recognition of an investment in an associate or jointly
controlled entity.

GOODPACK LIMITED Annual Report 2012 37


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)

In the Companys financial statements, investments in subsidiaries and associate are carried at cost less any
impairment in net recoverable value that has been recognised in profit or loss.

BUSINESS COMBINATIONS - Acquisitions of subsidiaries and businesses are accounted for using the
acquisition method.The consideration for each acquisition is measured at the aggregate of the acquisition date
fair values of assets given, liabilities incurred by the Group to the former owners of the acquiree, and equity
interests issued by the Group in exchange for control of the acquiree.Acquisition-related costs are recognised
in profit or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent
consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair
values are adjusted against the cost of acquisition where they qualify as measurement period adjustments
(see below). The subsequent accounting for changes in the fair value of the contingent consideration that
do not qualify as measurement period adjustments depends on how the contingent consideration is
classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting
dates and its subsequent settlement is accounted for within equity.Contingent consideration that is classified
as an asset or a liability is remeasured at subsequent reporting dates in accordance with FRS 39 Financial
Instruments: Recognition and Measurement, or FRS 37 Provisions, Contingent Liabilities and Contingent
Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

Where a business combination is achieved in stages, the Groups previously held interests in the acquired entity
are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting
gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the
acquisition date that have previously been recognised in other comprehensive income are reclassified to profit
or loss, where such treatment would be appropriate if that interest were disposed of.

The acquirees identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition
under the FRS are recognised at their fair value at the acquisition date, except that:

deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are
recognised and measured in accordance with FRS 12 Income Taxes and FRS 19 Employee Benets
respectively;

liabilities or equity instruments related to share-based payment transactions of the acquiree or the
replacement of an acquirees share-based payment transactions with share-based payment transactions
of the acquirer in accordance with the method in FRS 102 Share-based Payment at the acquisition date;
and

assets (or disposal groups) that are classified as held for sale in accordance with FRS 105 Non-current
Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which
the combination occurs, the Group reports provisional amounts for the items for which the accounting is
incomplete.Those provisional amounts are adjusted during the measurement period (see below), or additional
assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete
information about facts and circumstances that existed as of the acquisition date - and is subject to a
maximum of one year from acquisition date.

The accounting policy for initial measurement of non-controlling interests is described above.

38 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)

The policy described above is applied to all business combinations that take place on or after
July 1, 2010.

FINANCIAL INSTRUMENT - Financial assets and financial liabilities are recognised on the Groups statement of
financial position when the Group becomes a party to the contractual provisions of the instrument.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrument and of
allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash receipts or payments (including all fees on points paid or received that form
an integral part of the effective interest rate, transaction costs and other premiums or discounts) through
the expected life of the financial instrument, or where appropriate, a shorter period. Income and expense is
recognised on an effective interest basis for debt instruments other than those financial instruments at fair
value through profit or loss.

Financial assets

All financial assets are recognised and de-recognised on a trade date where the purchase or sale of an
investment is under a contract whose terms require delivery of the investment within the timeframe established
by the market concerned, and are initially measured at fair value plus transaction costs, except for those
financial assets classified as at fair value through profit or loss which are initially measured at fair value.

Financial assets are classified into the following specified categories: financial assets at fair value through
profit or loss, available-for-sale financial assets and loans and receivables. The classification depends on
the nature and purpose of financial assets and is determined at the time of initial recognition.

Available-for-sale financial assets

Certain shares held by the Group are classified as being available-for-sale and are stated at fair value. Fair
value is determined in the manner described in Note 4. Gains and losses arising from changes in fair value are
recognised in other comprehensive income with the exception of impairment losses, interest calculated using
the effective interest method and foreign exchange gains and losses on monetary assets which are recognised
directly in profit or loss.Where the investment is disposed of or is determined to be impaired, the cumulative
gain or loss previously recognised in other comprehensive income and accumulated in revaluation reserve is
reclassified to profit or loss. Dividends on available-for-sale equity instruments are recognised in profit or loss
when the Groups right to receive payments is established.The fair value of available-for-sale monetary assets
denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at
end of the reporting period. The change in fair value attributable to translation differences that result from a
change in amortised cost of the asset is recognised in profit or loss, and other changes are recognised in other
comprehensive income.

Loans and receivables

Trade and other receivables that have fixed or determinable payments that are not quoted in an active market
are classified as loans and receivables. Loans and receivables are measured at amortised cost using the
effective interest method less impairment. Interest is recognised by applying the effective interest method,
except for short-term receivables when the recognition of interest would be immaterial.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and fixed deposits and are subject to an insignificant risk of
changes in value.

GOODPACK LIMITED Annual Report 2012 39


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)

Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment
at the end of each reporting period.Financial assets are impaired where there is objective evidence that, as a
result of one or more events that occurred after the initial recognition of the financial asset, the estimated future
cash flows of the investment have been impacted.

For available-for-sale equity instruments, a significant or prolonged decline in the fair value of the investment
below its cost is considered to be objective evidence of impairment.

For all other financial assets, objective evidence of impairment could include:

significant financial difficulty of the issuer or counterparty; or

default or delinquency in interest or principal payments; or

it becoming probable that the borrower will enter bankruptcy or financial re-organisation.

For certain categories of financial assets, such as trade receivables, assets that are assessed not to be
impaired individually are, in addition assessed for impairment on a collective basis. Objective evidence of
impairment for a portfolio of receivables could include the Groups past experience of collecting payments,
an increase in the number of delayed payments in the portfolio past the average credit period, as well as
observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost, the amount of the impairment is the difference between the
assets carrying amount and the present value of estimated future cash flows, discounted at the original
effective interest rate.The carrying amount of the financial asset is reduced by the impairment loss directly for
all financial assets with the exception of trade receivables where the carrying amount is reduced through the
use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance
account. Subsequent recoveries of amounts previously written off are credited against the allowance
account.Changes in the carrying amount of the allowance account are recognised in profit or loss.

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously
recognised in other comprehensive income are reclassified to profit or loss. With the exception of available-
for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the impairment loss was recognised, the
previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the
investment at the date the impairment is reversed does not exceed what the amortised cost would have been
had the impairment not been recognised.

In respect of available-for-sale equity instruments, impairment losses previously recognised in profit or loss are
not reversed through profit or loss.Any subsequent increase in fair value after an impairment loss is recognised
in other comprehensive income.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset
expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset
to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership
and continues to control the transferred asset, the Group recognises its retained interest in the asset and an
associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards
of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also
recognises a collateralised borrowing for the proceeds received.

40 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)


Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue
costs.

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial
liabilities.

Other financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently
measured at amortised cost, using the effective interest method, with interest expense recognised on an
effective yield basis.

Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at amortised
cost, using the effective interest method. Any difference between the proceeds (net of transaction costs) and
the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with
the Groups accounting policy for borrowing costs (see below).

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Groups obligations are discharged,
cancelled or they expire.

LEASES - Leases are classified as finance leases whenever the terms of the lease transfer substantially all the
risks and rewards of ownership to the lessee.All other leases are classified as operating leases.

The Group as lessor

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease
unless another systematic basis is more representative of the time pattern in which use benefit derived from
the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are
added to the carrying amount of the leased asset and recognised as an expense over the lease term on the
same basis as the lease income.

The Group as lessee

Assets held under finance leases are recognised as assets of the Group at their fair value at the inception of the
lease or, if lower, at the present value of the minimum lease payments.The corresponding liability to the lessor
is included in the statement of financial position as a finance lease obligation.Lease payments are apportioned
between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on
the remaining balance of the liability. Finance charges are charged directly to profit or loss, unless they are
directly attributable to qualifying assets, in which case they are capitalised in accordance with the Groups
general policy on borrowing costs (see below). Contingent rentals are recognised as expenses in the periods in
which they are incurred.

GOODPACK LIMITED Annual Report 2012 41


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)

Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of
the relevant lease unless another systematic basis is more representative of the time pattern in which economic
benefits from the leased asset are consumed.Contingent rentals arising under operating leases are recognised
as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as
a liability.The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line
basis, except where another systematic basis is more representative of the time pattern in which economic
benefits from the leased asset are consumed.

INVENTORIES - Inventories are stated at the lower of cost and net realisable value. Cost comprises direct
materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing
the inventories to their present location and condition. Cost is calculated using the weighted average
method.Net realisable value represents the estimated selling price less all estimated costs of completion and
costs to be incurred in marketing, selling and distribution.

PROPERTY, PLANT AND EQUIPMENT - Freehold land is stated in the statement of financial position at its
revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated impairment
losses. Revaluations are performed with sufficient regularity such that the carrying amount does not differ
materially from that which would be determined using fair values at the end of the reporting period.

Any revaluation increase arising on the revaluation of the freehold land is recognised in other comprehensive
income and accumulated in revaluation reserve, except to the extent that it reverses a revaluation decrease for
the same asset previously recognised in profit or loss, in which case the increase is credited to profit or loss
to the extent of the decrease previously charged.A decrease in carrying amount arising on the revaluation of
freehold land is charged to profit or loss to the extent that it exceeds the balance, if any, held in the revaluation
reserve relating to a previous revaluation of that asset.

Properties in the course of construction for production, supply or administrative purposes, or for purposes
not yet determined, are carried at cost, less any recognised impairment loss. Cost includes professional
fees and, for qualifying assets, borrowing costs capitalised in accordance with the Groups accounting
policy.Depreciation of these assets, on the same basis as other assets, commences when the assets are ready
for their intended use.

Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives, using
the straight-line method, on the following bases:

Buildings - 5%
Leasehold improvements - 331/3%
Intermediate bulk containers - 62/3% to 10%
Furniture and fittings - 20% to 331/3%
Motor vehicles - 20%

Depreciation on IBCs is computed based on cost less its expected residual value.Galvanising and retrofitting
costs on the IBCs, which are expected to bring future economic benefits to the Group, when incurred, are
capitalised and depreciated using the straight-line method over the life of the components.

Depreciation is not provided on freehold land.

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

42 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)

The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the
effect of any changes in estimate accounted for on a prospective basis. Please see Note 3 for details on
revision to residual values of certain IBCs during the financial year.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned
assets or, if there is no certainty that the lessee will obtain ownership by the end of the lease term, the asset
shall be fully depreciated over the shorter of the lease term and its useful life.

The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as
the difference between the sales proceeds and the carrying amounts of the asset and is recognised in profit or
loss.On the subsequent sale or retirement of a revalued property, the attributable revaluation surplus remaining
in the revaluation reserve is transferred directly to retained earnings.No transfer is made from the revaluation
reserve to retained earnings except when an asset is derecognised.

GOODWILL - Goodwill arising in a business combination is recognised as an asset at the date that control
is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration
transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirers
previously held equity interest (if any) in the entity over net of the acquisition-date amounts of the identifiable
assets acquired and the liabilities assumed.

If, after reassessment, the Groups interest in the fair value of the acquirees identifiable net assets exceeds
the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the
fair value of the acquirers previously held equity interest in the acquiree (if any), the excess is recognised
immediately in profit or loss as a bargain purchase gain.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment
testing, goodwill is allocated to each of the Groups cash-generating units expected to benefit from the
synergies of the combination. Cash-generating units to which goodwill has been allocated are tested
for impairment annually, or more frequently when there is an indication that the unit may be impaired. If
the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is
allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other
assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary or the relevant cash generating unit, the attributable amount of goodwill is included
in the determination of the profit or loss on disposal.

INTANGIBLE ASSETS -

Intangible assets acquired separately - patent

Patent acquired separately is stated at cost less accumulated amortisation and accumulated impairment
losses. The patent relates to the design of the IBCs and is amortised on a straight line basis over a useful
life of 20 years. The estimated useful life and amortisation method are reviewed at the end of each annual
reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

GOODPACK LIMITED Annual Report 2012 43


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)

Internally-generated intangible assets - research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development (or from development phase of an internal
project) is recognised if, and only if, all of the following have been demonstrated:

the technical feasibility of completing the intangible asset so that it will be available for use or sale;

the intention to complete the intangible asset and use or sell it;

the ability to use or sell the intangible asset;

how the intangible asset will generate probable future economic benefits;

the availability of adequate technical, financial and other resources to complete the development and to
use or sell the intangible asset; and

the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred
from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-
generated intangible asset can be recognised, development expenditure is charged to profit or loss in the
period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated
amortisation and accumulated impairment losses, on the same basis as intangible assets acquired separately.

The intangible assets pertain to development costs incurred for the design, construction and testing of new
models of intermediate bulk containers. These development costs are amortised on a straight line basis over
the useful life of the intermediate bulk containers of 15 years. The estimated useful life and amortisation
method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate
being accounted for on a prospective basis.

IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL - At the end of each
reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment
loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating unit to which the asset belongs.Where a reasonable
and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-
generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a
reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for
impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in
which case the impairment loss is treated as a revaluation decrease.

44 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognised for the
asset (cash-generating unit) in prior years.A reversal of an impairment loss is recognised immediately in profit
or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.

ASSOCIATE - An associate is an entity over which the Group has significant influence and that is neither a
subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and
operating policy decisions of the investee but is not control or joint control over those policies.

PROVISIONS - Provisions are recognised when the Group has a present obligation (legal or constructive) as
a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a
third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received
and the amount of the receivable can be measured reliably.

SHARE-BASED PAYMENTS - The Group issues equity-settled share-based payments to certain employees.

Equity-settled share-based payments are measured at fair value of the equity instruments at the date of
grant. Details regarding the determination of the fair value of equity-settled share-based transactions are set
out in Note 25. The fair value determined at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the Groups estimate of the number of
equity instruments that will eventually vest.At the end of each reporting period, the Group revises its estimate
of the number of equity instruments expected to vest. The impact of the revision of the original estimates,
if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a
corresponding adjustment to the equity-settled employee benefits reserve.

The policy described above is applied to all equity-settled share-based payments that were granted after
November 22, 2002 that vested after January 1, 2005. No amount has been recognised in the financial
statements in respect of other equity-settled share-based payments.

REVENUE RECOGNITION - Revenue is measured at the fair value of the consideration received or receivable.
Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Revenue from the leasing of IBCs is recognised rateably over the period from when the custody of the crates is
released to the customer to the date that the crates are expected to be available for the next lease.

Revenue from the sale of accessories is recognised when all the following conditions are satisfied:

the Group has transferred to the buyer the significant risks and rewards of ownership of the accessories;

the Group retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the accessories sold;

the amount of revenue can be measured reliably;

GOODPACK LIMITED Annual Report 2012 45


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)

it is probable that the economic benefits associated with the transaction will flow to the entity; and

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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

Dividend income from investments is recognised when the shareholders rights to receive payment have been
established.

DEFERRED AND PRE-POSITIONING CHARGES - Deferred charges relate to freight and handling charges
incurred in relation to the uncompleted duration of trip leases at the end of reporting period. Pre-positioning
charges relate to freight and handling charges incurred for the pre-positioning of the IBCs prior to the
commencement of a new leasing cycle. Deferred and pre-positioning charges are recognised when it is
probable that the future economic benefits that are attributable to the asset will result in an inflow of resources
and are charged to profit or loss over the term of the lease.

WARRANT RESERVE - Proceeds from the issue of warrants are credited to the warrant reserve. When the
warrants are exercised, the value of such warrant exercised standing to the credit of the warrant reserve
account will be transferred to the share capital account. Upon the expiry of the warrants, the balance of the
warrant reserve will be available to the owners of the Company.

BORROWING COSTS - Borrowing costs directly attributable to the acquisition, construction or production
of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their
intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready
for their intended use or sale. Investment income earned on the temporary investment of specific borrowings
pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

RETIREMENT BENEFIT COSTS - Payments to defined contribution retirement benefit plans are charged as an
expense when employees have rendered the services entitling them to the contributions. Payments made to
state-managed retirement benefit schemes, such as the Singapore Central Provident Fund, are dealt with as
payments to defined contribution plans where the Groups obligations under the plans are equivalent to those
arising in a defined contribution retirement benefit plan.

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 as a result of services rendered by
employees up to the end of the reporting period.

INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported
in the statement of comprehensive income because it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items that are not taxable or tax deductible. The Groups
liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively
enacted in countries where the Company and subsidiaries operate by the end of the reporting period.

Deferred tax is recognised on the differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit, and is
accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for
all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised. Such assets
and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the
taxable profit nor the accounting profit.

46 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)

Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries
and associates, except where the Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising
from deductible temporary differences associated with such investments and interests are only recognised to
the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of
the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset
to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled
or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted
by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Group expects, at the end of the reporting
period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to
items credited or debited outside profit or loss (either in other comprehensive income or directly in equity), in
which case the tax is also recognised outside profit or loss (either in other comprehensive income or directly in
equity, respectively), or where they arise from the initial accounting for a business combination.In the case of
a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of
the acquirers interest in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities
over cost.

FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual financial statements of each
group entity are measured and presented in the currency of the primary economic environment in which the
entity operates (its functional currency).The consolidated financial statements of the Group and the statement
of financial position and statement of changes in equity of the Company are presented in United States dollars,
which is the functional currency of the Company and the presentation currency for the consolidated financial
statements.

In preparing the financial statements of the individual entities, transactions in currencies other than the entitys
functional currency are recorded at the rate of exchange prevailing on the date of the transaction. At the
end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates
prevailing at the end of the reporting period.Non-monetary items carried at fair value that are denominated in
foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined.Non-
monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary
items are included in profit or loss for the period. Exchange differences arising on the retranslation of non-
monetary items carried at fair value are included in profit or loss for the period except for differences arising
on the retranslation of non-monetary items in respect of which gains and losses are recognised in other
comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also
recognised in other comprehensive income.

Exchange differences on foreign currency borrowings relating to assets under construction for future productive
use, are included in the cost of those assets where they are regarded as an adjustment to interest costs on
foreign currency borrowings.

GOODPACK LIMITED Annual Report 2012 47


Notes to
Financial Statements
June 30, 2012

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD)

TRANSLATION RESERVES - Exchange differences relating to the translation from the functional currencies
of the Groups foreign subsidiaries into United States dollars are brought to account by recognising those
exchange differences in other comprehensive income and accumulating them in a separate component of
equity under the header of foreign currency translation reserves.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Groups foreign
operations (including comparatives) are expressed in United States dollars using exchange rates prevailing
at the end of the reporting period. Income and expense items (including comparatives) are translated at the
average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in
which case the exchange rates at the dates of the transactions are used.Exchange differences arising, if any,
are recognised in other comprehensive income and accumulated in a separate component of equity.

On the disposal of a foreign operation (i.e. a disposal of the Groups entire interest in a foreign operation, or
a disposal involving loss of control over a subsidiary that includes a foreign operation, or loss of significant
influence over an associate that includes a foreign operation), all of the accumulated exchange differences in
respect of that operation attributable to the Group are reclassified to profit or loss. Any exchange differences
that have previously been attributed to non-controlling interests are derecognised, but they are not reclassified
to profit or loss.

In the case of a partial disposal (i.e. no loss of control) of a subsidiary that includes a foreign operation, the
proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are
not recognised in profit or loss. For all other partial disposals (i.e. of associates or jointly controlled entities not
involving a change of accounting basis), the proportionate share of the accumulated exchange difference is
reclassified to profit or loss.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities
(including monetary items that, in substance, form part of the net investment in foreign entities), and of
borrowings and other currency instruments designated as hedges of such investments, are recognised in
other comprehensive income and accumulated in translation reserve (attributed to non-controlling interests, as
appropriate).

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and
liabilities of the foreign operation and translated at the closing rate.

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES


OF ESTIMATION UNCERTAINTY
In the application of the Groups accounting policies, which are described in Note 2, management is required
to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are
not readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or
in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the entitys accounting policies

There are no critical judgements, apart from those involving estimations (see below), that management has
made in the process of applying the Groups accounting policies and that have the most significant effect on
the amounts recognised in the financial statements.

48 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES


OF ESTIMATION UNCERTAINTY (CONTD)
Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the
reporting period, that have a significant risk of causing material adjustment to the carrying amounts of assets
and liabilities within the next financial year, are discussed below.

Income taxes

The Group has recorded deferred tax assets of US$1,971,000 (2011 : US$2,005,000) mainly arising from
temporary differences from tax loss carry-forwards of subsidiaries in the Group, which are available for
offsetting against future taxable income. Management is of the opinion that the subsidiaries will continue to
be profitable due to the expected incremental revenue arising from new major leasing contracts and the cost
reduction initiatives that are on-going.

In making its judgement, management considered the detailed criteria for assessment of the probability that
taxable profit will be available against which the unused tax losses can be utilised as set out in FRS 12 Income
Taxes and in particular, whether it is probable that the subsidiaries will have taxable profits before the unused
tax losses expire. Based on the 4-year profit projections for the subsidiaries, management believes that
sufficient profits will be generated over the next 4 years for utilisation of the unused tax losses.

Recoverability of trade and other receivables

In determining the recoverability of trade and other receivables, management performs ongoing evaluation
of recoverability and aging analysis of the outstanding receivables and estimates the ultimate realisation of
these receivables, taking into consideration the creditworthiness and the past collection history of each
customer.The carrying amounts of trade and other receivables are disclosed in Notes 7 and 8 respectively.

Useful lives, residual values and impairment of IBCs

Management estimates the useful lives and residual values of IBCs.

In the current financial year, management has evaluated the reasonableness of the useful lives and residual
values of IBCs and no revision of the useful lives of the IBCs is required. Management has revised the residual
values of certain models of IBCs which are determined based on an independent professional advice sought
by the Group. The financial effect of this reassessment resulted in a reduction of depreciation expense by
approximately US$1,641,000 for the Group and the Company. The revised residual values of the IBCs are
applied prospectively.

The carrying amounts of the IBCs are reviewed at the end of each reporting period to determine whether there
is any indication that these IBCs have suffered an impairment loss. If any such indication exists, the carrying
amounts of the IBCs are determined on the basis of value in use to determine the extent of the impairment loss.
The carrying amounts of IBCs are disclosed in Note 13.

GOODPACK LIMITED Annual Report 2012 49


Notes to
Financial Statements
June 30, 2012

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES


OF ESTIMATION UNCERTAINTY (CONTD)
Useful life and impairment of patent

In the current financial year, management has evaluated the reasonableness of the useful life of the patent
and believe that it reflects the period that the patent will bring future economic benefits to the Group and the
Company.

The carrying amount of the patent is reviewed at the end of the reporting period to determine whether there
is any indication that the patent has suffered an impairment loss. If any such indication exists, the carrying
amount of the patent is determined on the basis of the value-in-use to determine the extent of the impairment
loss.The carrying amount of patent is disclosed in Note 15.

Impairment of investments in subsidiaries

Impairment assessment of the Companys investments in its subsidiaries has been performed to determine if
there are indications that the investments might be impaired. The recoverable amounts of the investments are
estimated based on the fair value less costs to sell.

The carrying amount of investments in subsidiaries in the Companys financial statements at the end of the
reporting period was US$17,735,000 (2011: US$17,659,000) which is net of an accumulated impairment loss of
US$118,000 (2011: US$118,000) as disclosed in Note 10.

Revenue recognition

The management of the Group reviews the effective lease term on the leasing of IBCs to customers in
accordance with the revenue recognition criteria set out in FRS 18 Revenue. In arriving at the effective lease
term on the leasing of IBCs, management estimates such average effective lease term based primarily on
recent transactions.

4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT


(a) Categories of nancial instruments

The following table sets out the financial instruments as at the end of the reporting period:

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Financial assets

Loan and receivables (including


cash and cash equivalents) 224,853 125,754 228,978 122,501
Available-for-sale financial assets 12 12 12 12

Financial liabilities

Amortised cost 224,301 142,575 285,788 205,465

50 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT


(CONTD)
b) Financial risk management policies and objectives

The Groups overall financial risk management objective seeks to minimise potential adverse effects of
financial performance of the Group. The Board of Directors provides guidance and direction for the
execution of the overall financial risk management and policies covering specific areas, such as market
risk (including foreign exchange risk, interest rate risk, equity price risk), credit risk, liquidity risk, cash
flow interest rate risk, use of derivative financial instruments and investing excess cash.

On an ad-hoc basis, the Group uses derivative financial instruments to manage its exposure to interest
rate and foreign currency risk. The Group does not hold or issue derivative financial instruments for
speculative purposes.

There has been no change to the Groups exposure to these financial risks or the manner in which it
manages and measures the risk. Market risk exposures are measured using sensitivity analysis
indicated below.

(i) Foreign exchange risk management

The Group transacts business in various foreign currencies including the Euro, Singapore dollars
and United States dollars and therefore is exposed to foreign exchange risk.

At the end of the reporting period, the carrying amounts of monetary assets and monetary
liabilities denominated in currencies other than the respective group entities functional currencies
are as follows:

Group Company
Assets Liabilities Assets Liabilities
2012 2011 2012 2011 2012 2011 2012 2011
US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000

Euro 13,461 1,856 49 8 25,481 33,932 49


Singapore dollars 100,613 6,305 186,006 89,024 99,274 4,956 186,620 89,741
United States
dollars 7,278 2,604 364 590

The Company has a number of investments in foreign subsidiaries, whose net assets are exposed
to currency translation risk.Exposure to foreign currency translation risks are managed as far as
possible by natural hedges of matching assets and liabilities. Forward foreign exchange contracts
are used to partially hedge the net exposure to foreign currency movements. Such forward
contracts have maturities of 12 months or less and are purchased from financial institutions.

GOODPACK LIMITED Annual Report 2012 51


Notes to
Financial Statements
June 30, 2012

4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT


(CONTD)
b) Financial risk management policies and objectives (Contd)

(i) Foreign exchange risk management (Contd)

Foreign currency sensitivity

The following table details the sensitivity to a 10% increase or decrease in the relevant foreign
currencies against the functional currency of each group entity. 10% is the sensitivity rate used
when reporting foreign currency risk internally to key management personnel and represents
managements assessment of the reasonably possible change in foreign exchange rates. The
sensitivity analysis includes only outstanding foreign currency denominated monetary items
and adjusts their translation at the period end for a 10% change in foreign currency rates. The
sensitivity analysis includes external loans as well as loans to foreign operations within the Group
where they gave rise to an impact on the Groups profit or loss and/or equity.

If the relevant foreign currency weakens by 10% against the functional currency of each group
entity, profit or loss will increase (decrease) by:

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Euro (1,341) (185) (2,543) (3,393)


Singapore dollars 8,539 8,272 8,735 8,479
United States dollars (691) (201)

If the relevant foreign currency strengthens by 10% against the functional currency of each group
entity, the above will have a vice-versa effect.

The Group and the Companys sensitivities to foreign currencies have increased during the
current year mainly due to the increase in bank borrowings denominated in Singapore dollars.

Majority of the Groups transactions are denominated in United States dollars.

These exposures are managed primarily by using natural hedges that arise from offsetting assets
and liabilities that are denominated in foreign currencies.

In managements opinion, the sensitivity analysis is unrepresentative of the inherent foreign


exchange risks during the year as the year end exposure does not reflect the exposure during the
year.

52 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT


(CONTD)
b) Financial risk management policies and objectives (Contd)

(ii) Interest rate risk management

Summary quantitative data of the Groups interest-bearing financial instruments can be found in
Section (v) of this Note.

The Groups exposure to market risk for changes in interest rates relates primarily to the Groups
floating rate bank borrowings. On an ad-hoc basis, the Group uses interest rate swaps as cash
flow hedges of future interest payments, which have the economic effect of converting interest
on bank borrowings from floating rates to fixed rates. The interest rate swaps allow the Group
to raise long-term borrowings at floating rates and swap them into fixed rates that are lower than
those available if the Group borrowed at fixed rates directly. Under the interest rate swaps, the
Group agrees with other parties to exchange, at specified intervals, the difference between fixed
contract rates and floating rate interest amounts calculated by reference to the agreed notional
principal amounts.

As at June 30, 2012, the Group did not utilise the interest rate swaps to hedge the Groups
exposure to interest rate risks relating to interest rate fluctuations.

The Group has cash and bank balances placed as fixed deposits with banks, which generate
interest income for the Group.

Interest rate sensitivity

The sensitivity analysis below has been determined based on the exposure to interest rates for
interest-bearing financial instruments at the end of the reporting date and the stipulated change
taking place at the beginning of the financial year and held constant throughout the reporting
period in the case of instruments that have floating rates.A 50 basis point increase or decrease
is used when reporting interest rate risk internally to key management personnel and represents
managements assessment of the possible change in interest rates.

If interest rates had been 50 basis points higher and all other variables were held constant, the
Groups and Companys profit or loss would decrease as follows:

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Effect on profit or loss (857) (500) (1,012) (601)

If interest rates had been 50 basis points lower and all other variables were held constant, the
above will have a vice-versa effect.

The Groups sensitivity to interest rates has increased during the current period mainly due to the
increase in the average cost of borrowings.

GOODPACK LIMITED Annual Report 2012 53


Notes to
Financial Statements
June 30, 2012

4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT


(CONTD)
b) Financial risk management policies and objectives (Contd)

(iii) Equity price risk management

The Group is exposed to equity risks arising from equity investments classified as available-
for-sale. Available-for-sale equity investments are held for strategic rather than trading
purposes. The Group has limited exposure to equity price risk as it maintains minimal
investments in quoted equity shares during the financial year.

Further details of these equity investments can be found in Note 12 to the financial statements.

Equity price sensitivity has not been analysed as the impact on the Group and Companys
financial statements is not expected to be significant.

(iv) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting
in financial loss to the Group.The Group has adopted a policy of only dealing with creditworthy
counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating
the risk of financial loss from defaults. The Groups exposure and the credit ratings of its
counterparties are continuously monitored and the aggregate value of transactions concluded is
spread amongst approved counterparties.

The Group does not have any significant credit risk exposure to any single counterparty or
any group of counterparties having similar characteristics. The credit risk on liquid funds and
derivative financial instruments is limited because the counterparties are banks with high credit-
ratings assigned by international credit-rating agencies.

The maximum exposure to credit risk is represented by the carrying amount of each financial
asset in the statement of financial position with exposure spread over its top 10 customers.
Management is of the view that the risk of default by these customers is minimal.

Further details of credit risks on trade and other receivables are disclosed in Notes 7 and8.

54 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT


(CONTD)
b) Financial risk management policies and objectives (Contd)

(v) Liquidity risk management

The Group and the Company maintain sufficient cash and cash equivalents, and internally
generated cash flows to finance their activities and minimises liquidity risk by keeping committed
credit lines available. The Company is in control of the timing and repayment of all intercompany
balances.

Liquidity and interest rate risk analyses

Non-derivative financial assets

The following table details the expected maturity for non-derivative financial assets. The tables
below have been drawn up based on the undiscounted contractual maturities of the financial
assets including interest that will be earned on those assets except where the Group and the
Company anticipates that the cash flow will occur in a different period. The adjustment column
represents the possible future cash flows attributable to the instrument included in the maturity
analysis which are not included in the carrying amount of the financial asset on the statement of
financial position.

Weighted
average On
effective demand Within
interest or within 2 to 5 After
rate 1 year years 5 years Adjustment Total
% US$000 US$000 US$000 US$000 US$000

Group

2012
Non-interest bearing 193,466 193,466
Fixed interest rate
instruments 4.09 31,601 (214) 31,387
225,067 (214) 224,853

2011
Non-interest bearing 105,337 105,337
Fixed interest rate
instruments 1.56 20,444 (27) 20,417
125,781 (27) 125,754

Company

2012
Non-interest bearing 228,647 228,647
Fixed interest rate
instruments 1.88 332 (1) 331
228,979 (1) 228,978

2011
Non-interest bearing 122,241 122,241
Fixed interest rate
instruments 2.30 261 (1) 260
122,502 (1) 122,501

GOODPACK LIMITED Annual Report 2012 55


Notes to
Financial Statements
June 30, 2012

4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT


(CONTD)
b) Financial risk management policies and objectives (Contd)

(v) Liquidity risk management (Contd)

Non-derivative financial liabilities

The following tables detail the contractual maturity for non-derivative financial liabilities. The
tables have been drawn up based on the undiscounted cash flows of financial liabilities based on
the earliest date on which the Group and Company can be required to pay. The table includes
both interest and principal cash flows. The adjustment column represents the possible future
cash flows attributable to the instrument included in the maturity analysis which is not included in
the carrying amount of the financial liability on the statement of financial position.

Weighted
average On
effective demand Within
interest or within 2 to 5 After
rate 1 year years 5 years Adjustment Total
% US$000 US$000 US$000 US$000 US$000
Group
2012
Non-interest bearing 21,522 21,522
Finance lease liability
(fixed rate) 4.60 14 40 (2) 52
Variable interest rate
instruments 2.02 11,798 14,416 (817) 25,397
Fixed interest rate
instruments 4.27 7,570 196,176 (26,416) 177,330
40,904 210,632 (27,235) 224,301

2011
Non-interest bearing 22,036 22,036
Finance lease liability
(fixed rate) 4.60 14 40 (2) 52
Variable interest rate
instruments 2.06 14,929 26,872 (1,810) 39,991
Fixed interest rate
instruments 4.00 3,220 83,716 (6,440) 80,496
40,199 110,628 (8,252) 142,575

Company
2012
Non-interest bearing 83,061 83,061
Variable interest rate
instruments 2.02 11,798 14,416 (817) 25,397
Fixed interest rate
instruments 4.27 7,570 196,176 (26,416) 177,330
102,429 210,592 (27,233) 285,788

2011
Non-interest bearing 84,978 84,978
Variable interest rate
instruments 2.06 14,929 26,872 (1,810) 39,991
Fixed interest rate
instruments 4.00 3,220 83,716 (6,440) 80,496
103,127 110,588 (8,250) 205,465

56 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT


(CONTD)
b) Financial risk management policies and objectives (Contd)

(vi) Fair value of financial assets and financial liabilities

The carrying values of cash and cash equivalents, trade and other receivables and payables,
approximate their respective fair values due to the relatively short-term maturity of these financial
instruments.The fair values of other classes of financial assets and liabilities are disclosed in the
respective notes to financial statements.

The fair values of financial assets and financial liabilities are determined as follows:

the fair value of financial assets and financial liabilities with standard terms and conditions
and traded on active liquid markets are determined with reference to quoted market prices;

the fair value of other financial assets and financial liabilities (excluding derivative
instruments) are determined in accordance with generally accepted pricing models based
on discounted cash flow analysis; and

the fair value of derivative instruments are calculated using quoted prices. Where such
prices are not available, discounted cash flow analysis is used, based on the applicable
yield curve of the duration of the instruments for non-optional derivatives, and option
pricing models for optional derivatives.

Management considers that the carrying amounts of financial assets and financial liabilities
recorded at amortised cost in the financial statements approximate their fair values.

The Group classifies fair value measurements using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. The fair value hierarchy has the
following levels:

a. quoted prices (unadjusted) in active markets for identical assets or liabilities


(Level 1);

b. inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and

c. inputs for the asset or liability that are not based on observable market data (unobservable
inputs) (Level 3).

The fair value of the available-for-sale investment (Note 12) falls under Level 1 of the fair value
hierarchy.

(c) Capital risk management policies and objectives

The Group manages its capital to ensure that entities in the Group will be able to continue as a going
concern while maximising the return to stakeholders through the optimisation of the debt and equity
balance, and to ensure that all externally imposed capital requirements are complied with. The Group
has complied with externally imposed capital requirements which require compliance with certain
borrowing ratios.

The capital structure of the Group consists of debt, which includes the borrowings disclosed in Note 16
and equity attributable to owners of the parent, comprising share capital, reserves and retained earnings.

GOODPACK LIMITED Annual Report 2012 57


Notes to
Financial Statements
June 30, 2012

4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT


(CONTD)
(c) Capital risk management policies and objectives (Contd)

The Board considers the cost of capital and the risks associated with each class of capital and makes
adjustments to the capital structure, where appropriate, in light of changes in economic conditions and
the risk characteristics of the underlying assets.

The Groups overall strategy remains unchanged from 2011.

5 RELATED PARTY TRANSACTIONS


Some of the Groups transactions and arrangements are with related parties and the effect of these on the basis
determined between the parties is reflected in these financial statements.

Compensation of directors and key management personnel

The remuneration of directors and other members of key management during the financial year was as follows:

Group
2012 2011
US$000 US$000

Short-term benefits 2,494 2,110


Post-employment benefits 35 45
2,529 2,155

The remuneration of directors and key management is determined by the Remuneration Committee having
regard to the performance of the individuals and market trends.

6 CASH AND BANK BALANCES

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Cash and bank balances 133,771 48,089 116,611 26,100


Fixed deposits 31,384 20,417 331 260
Total cash and cash equivalents 165,155 68,506 116,942 26,360

Fixed deposits for the Group and Company bear interest at an average rate of 4.09% (2011 : 1.56%) and
1.88% (2011 : 2.30%) per annum and for an average tenure of 62 days (2011 : 24 days) and 30 days (2011 : 30
days) respectively.

The carrying amounts of these assets approximate their fair values.

58 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

6 CASH AND BANK BALANCES (CONTD)

The Groups and Companys cash and cash equivalents that are not denominated in the functional currencies of
the respective entities are as follows:

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Denominated in:
Australian dollars 10 10
Euro 13,105 1,556 13,105 1,556
Japanese yen 264 1,335 264 1,335
New Zealand dollars 267 269 267 269
Singapore dollars 99,816 5,702 99,211 4,792
Thai baht 79 81 79 81
United States dollars 3,167 903

7 TRADE RECEIVABLES

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Outside parties 59,578 58,001 14,502 11,919


Subsidiaries (Note 10) 97,610 84,768
59,578 58,001 112,112 96,687
Less: Allowance for doubtful
debts outside parties (918) (1,708) (405) (952)
58,660 56,293 111,707 95,735

Analysed as:
Current 58,660 56,293 111,527 92,111
Non-current 180 3,624
58,660 56,293 111,707 95,735

The average credit period on the leasing of IBCs is 30 days (2011: 30 days) for outside parties and subsidiaries.
No interest is charged on the outstanding balance of trade receivables.

Before accepting any new customer, the Group has assessed the potential customers credit quality and
evaluated the customers financial position. There has not been a significant change in credit quality of the
receivables that are neither past due nor impaired. Of the trade receivables balance at the end of reporting
period, there is no single customer who represents more than 10% of the total balance of trade receivables.

The average age of these outside parties receivables for the Group and Company are 121 days (2011 : 130
days) and 145 days (2011 : 113 days) respectively.

GOODPACK LIMITED Annual Report 2012 59


Notes to
Financial Statements
June 30, 2012

7 TRADE RECEIVABLES (CONTD)


Analysis of trade receivables as at June 30

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Not past due and not impaired 50,333 51,474 48,304 34,027
Past due but not impaired (i) 8,327 4,819 63,403 61,708
58,660 56,293 111,707 95,735
Impaired receivables -
individually assessed (ii)
- Past due more than 12 months
and no response to repayment
demands 918 1,708 405 952
Less: Allowance for impairment (918) (1,708) (405) (952)

Total trade receivables, net 58,660 56,293 111,707 95,735

(i) Included in the Group and the Companys trade receivable balance are debtors which are past due at the end of the
reporting period for which the Group and the Company has not provided as there has not been a significant change in
credit quality and the amounts are still considered recoverable.The Group and the Company do not hold any collateral
over these balances.

(ii) These receivables are stated before any reduction for impairment losses and are not secured by any collateral or credit
enhancements.

Aging of trade receivables that are past due but not impaired

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

1 to 90 days 6,936 3,648 7,156 521


91 to 120 days 85 1,143 1,906 2,696
120 days to 1 year 1,306 13 9,952 20,103
Over 1 year 15 44,389 38,388
Total 8,327 4,819 63,403 61,708

Movements in the allowance for doubtful debts in respect of trade receivables

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Balance at beginning of the year 1,708 1,052 952 284


Amounts written off during the year (48) (60)
(Reversal of) increase in allowance
recognised in profit or loss (742) 716 (547) 668
Balance at end of the year 918 1,708 405 952

60 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

7 TRADE RECEIVABLES (CONTD)


In determining the recoverability of a trade receivable, the Group considers any change in credit quality from
the date credit was initially granted up to the respective end of the reporting period.The concentration of credit
risk is spread over its top 10 customers. Accordingly, management believes that there is no further allowance
required in excess of the allowance for doubtful debts.

The Companys trade receivables due from subsidiaries are interest-free and the average age of these
receivables are 409 days (2011: 473 days). The Company has not made any allowance as management is of
the view that these receivables are recoverable.

The Group and Companys trade receivables that are not denominated in the functional currencies of the
respective entities are as follows:

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Denominated in:
Australian dollars 73 125
Brazilian reals 5
Chinese renminbi 241 3
Euro 356 300 12,376 32,376
Indonesian rupiah 1 1 1 1
Japanese yen 148 111 148 111
Malaysian ringgit 222 182
Singapore dollars 734 540 101
Thai baht 2,402 2,189
United States dollars 4,111 1,701

8 OTHER RECEIVABLES

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Deposits 472 544 180 192


Prepayments 13,951 10,028 9,418 5,582
Deferred charges 2,919 4,303 344 491
Pre-positioning charges 8,184 7,060 2,301 2,438
Sundry receivables, net 566 411 149 214
26,092 22,346 12,392 8,917

Included in sundry receivables are the following:

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Sundry receivables 792 637 375 440


Less: Allowance for doubtful debts (226) (226) (226) (226)
566 411 149 214

GOODPACK LIMITED Annual Report 2012 61


Notes to
Financial Statements
June 30, 2012

8 OTHER RECEIVABLES (CONTD)


The Group and the Company do not hold any collateral over these balances. The average age of these
receivables for the Group and the Company are 43 days (2011 : 94 days) and 81 days (2011 : 15 days)
respectively.

Analysis of sundry receivables as at June 30

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Not past due and not impaired 327 318 50 214


Past due but not impaired (i) 239 93 99
566 411 149 214
Impaired receivables -
individually assessed (ii)
- Past due more than 12 months
and no response to repayment
demands 226 226 226 226

Less: Provision for impairment (226) (226) (226) (226)



Total sundry receivables, net 566 411 149 214

(i) Included in the Group and the Companys sundry receivable balance are debtors which are past due at the end of
reporting period for which the Group and the Company has not provided as there has not been a significant change in
credit quality and the amounts are still considered recoverable.

(ii) These receivables are stated before any reduction for impairment losses and are not secured by any collateral or credit
enhancements.

Aging of sundry receivables that are past due but not impaired

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

1 to 90 days 120
91 to 120 days 111 91
120 days to 1 year 8 1 8
Over 1 year 92
Total 239 93 99

In determining the recoverability of sundry receivables, the Group considers any change in credit quality from
the date credit was initially granted up to the end of each reporting period. Management believes that there is
no further allowance required in excess of the allowance for doubtful debts.

62 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

8 OTHER RECEIVABLES (CONTD)


Movement in the allowance for doubtful debts in respect of other receivables

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Balance at beginning and end of the year 226 226 226 226

The Group and Companys other receivables that are not denominated in the functional currencies of the
respective entities are as follows:

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Denominated in:
Singapore dollars 51 51 51 51

9 INVENTORIES

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Consumables 1,438 1,322 160 90


Work-in-progress 69 26
Raw materials 717 1,456
2,224 2,804 160 90

10 INVESTMENTS IN SUBSIDIARIES

Company
2012 2011
US$000 US$000

Unquoted equity investments, at cost


- Share capital 7,256 7,180
- Equity injection (i) 10,597 10,597
17,853 17,777
Less: Impairment loss (118) (118)
17,735 17,659

(i) These balances from subsidiaries are classified as capital injection as the settlement of these balances is neither
planned nor likely to occur in the foreseeable future.

GOODPACK LIMITED Annual Report 2012 63


Notes to
Financial Statements
June 30, 2012

10 INVESTMENTS IN SUBSIDIARIES(CONTD)

Details of the Companys significant subsidiaries at June 30, 2012 are as follows:

Proportion of
Country of ownership interest
incorporation and voting
Names of subsidiary Principal activities and operation power held
2012 2011
% %
(1)
Goodpack Europe B.V. Marketing and leasing The Netherlands 100 100
of crates

(1)
Goodpack USA, Inc. Marketing and leasing U.S.A. 100 100
of crates

(2)
Goodpack Japan Co., Ltd Marketing and leasing Japan 100 100
of crates

(2)
Goodpack Korea Ltd Marketing and leasing Korea 70 70
of crates

Goodpack IBC Leasing Marketing and leasing China 100 100


(Shanghai) Co., Ltd (2) of crates

Goodpack DO Brasil Marketing and leasing Brazil 100 100


Containers Comercial of crates
Importadora E Exportadora
LTDA (1)

(1) Audited by Deloitte & Touche LLP, Singapore for consolidation purposes.

(2) Audited by overseas practices of Deloitte Touche Tohmatsu .

11 INVESTMENT IN ASSOCIATE

Group and Company


2012 2011
US$000 US$000

Unquoted equity shares, at cost 4 4

64 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

11 INVESTMENT IN ASSOCIATE (CONTD)

Details of the associate at June 30, 2012 are as follows:

Proportion of
Country of ownership interest
incorporation and voting
Name of associate Principal activities and operation power held
2012 2011
% %
(1)
Novus Logistics Limited Dormant British Virgin 40 40
Islands

(1) Not required to be audited by law of its country of incorporation.

No equity accounting has been performed as the amounts involved are insignificant.

12 AVAILABLE-FOR-SALE INVESTMENT

Group and Company


2012 2011
US$000 US$000

Quoted equity investment, at fair value 12 12

The above investment represents investments in listed equity securities that offer the opportunity for return
through dividend income and fair value gains. They have no fixed maturity or coupon rate. The fair values of
these securities are based on quoted market prices on the last market day of the financial year.

The available-for-sale investment that is not denominated in the functional currency of the Company is as
follows:

Group and Company


2012 2011
US$000 US$000

Denominated in:
Singapore dollars 12 12

GOODPACK LIMITED Annual Report 2012 65


Notes to
Financial Statements
June 30, 2012

13 PROPERTY, PLANT AND EQUIPMENT

Intermediate Furniture Assets-


Freehold Leasehold bulk and Motor under-
Land Buildings improvements containers ttings vehicles construction Total
US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000

Group

Cost or valuation:
At July 1, 2010 260 507 721 327,748 5,154 716 286 335,392
Translation
differences 13 30 50 727 245 (46) 1,019
Additions 11 16,434 1,544 38 1,419 19,446
Disposals (2,196) (9) (2,205)
Transfer 213 73 (286)
At June 30, 2011 273 537 782 342,926 7,007 708 1,419 353,652
Translation
differences (8) (20) (42) 476 (102) (37) (6) 261
Additions 9 22,037 1,678 2,839 26,563
Disposals (2,515) (3) (2,518)
At June 30, 2012 265 517 749 362,924 8,580 671 4,252 377,958

Represented by:
June 30, 2011
Cost 537 782 342,926 7,007 708 1,419 353,379
Valuation 273 273
Total 273 537 782 342,926 7,007 708 1,419 353,652

June 30, 2012


Cost 517 749 362,924 8,580 671 4,252 377,693
Valuation 265 265
Total 265 517 749 362,924 8,580 671 4,252 377,958

Accumulated
depreciation:
At July 1, 2010 338 115 72,893 3,424 466 77,236
Translation
differences 18 12 826 147 16 1,019
Depreciation 32 60 15,224 645 103 16,064
Disposals (1,688) (8) (1,696)
At June 30, 2011 388 187 87,255 4,208 585 92,623
Translation
differences (13) (14) (334) (118) (21) (500)
Depreciation 60 14,966 773 107 15,906
Disposals (2,279) (2) (2,281)
At June 30, 2012 375 233 99,608 4,861 671 105,748

Carrying amount:
At June 30, 2011 273 149 595 255,671 2,799 123 1,419 261,029

At June 30, 2012 265 142 516 263,316 3,719 4,252 272,210

66 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

13 PROPERTY, PLANT AND EQUIPMENT (CONTD)

Intermediate Furniture Assets-


bulk and Motor under-
containers ttings vehicles construction Total
US$000 US$000 US$000 US$000 US$000

Company

Cost:
At July 1, 2010 411,938 1,881 248 286 414,353
Additions 11,692 1,168 1,328 14,188
Disposals (1,827) (1,827)
Transfer 213 73 (286)
At June 30, 2011 422,016 3,122 248 1,328 426,714
Additions 13,367 1,369 2,138 16,874
Disposals (2,515) (2,515)
At June 30, 2012 432,868 4,491 248 3,466 441,073

Accumulated depreciation:
At July 1, 2010 134,830 1,402 172 136,404
Depreciation 18,939 307 37 19,283
Disposals (1,318) (1,318)
At June 30, 2011 152,451 1,709 209 154,369
Depreciation 17,872 348 37 18,257
Disposals (2,279) (2,279)
At June 30, 2012 168,044 2,057 246 170,347

Carrying amount:
At June 30, 2011 269,565 1,413 39 1,328 272,345

At June 30, 2012 264,824 2,434 2 3,466 270,726

The freehold land of a subsidiary was revalued in 2006 by an independent professional valuer, Siam Appraisal
and Services Co., Ltd based on open market value with existing use basis and their estimate of the market
value has been recorded in the financial statements. Management believes that this continues to be reflective
of the current market value.

As at June 30, 2012, had the freehold land been carried at historical cost, the carrying amount would have been
US$136,000 (2011 : US$133,000).

As at June 30, 2012, the Groups furniture and fittings with a net carrying amount of US$33,000
(2011:US$49,000) were acquired under finance lease agreements.

GOODPACK LIMITED Annual Report 2012 67


Notes to
Financial Statements
June 30, 2012

14 GOODWILL

Group
US$000

Cost:
At June 30, 2011 and 2012 789

The goodwill arose from the acquisition of additional equity interest in a subsidiary.The goodwill is allocated, at
acquisition, to the cash generating unit (CGU), Goodpack Australia Pty Ltd.

The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might
be impaired.

The recoverable amount of the CGU is determined from value-in-use calculations. The key assumptions for
value-in-use calculations are those regarding the discount rates, growth rates and expected changes to leasing
rates and direct costs during the period.Management estimates discount rates using pre-tax rates that reflect
current market assessments of the time value of money and the risk specific to the CGU.The growth rates are
based on industry growth forecasts. Changes in leasing rates and direct costs are based on expectations of
future changes in the market.

Management prepares cash flows forecasts derived from the most recent financial budgets for the next five
years and extrapolates cash flows for the five years based on an estimated growth rate of 10% (2011 : 20%)
discounted at 9.4% (2011: 9.4%) per annum to present value; and a terminal value.

As at June 30, 2012, no impairment charge was required for goodwill as any reasonable possible change to the
key assumptions applied are not likely to cause the recoverable values to be below their carrying amounts.

15 INTANGIBLE ASSETS

Group Company
Development Development
cost Patent Total cost Patent Total
US$000 US$000 US$000 US$000 US$000 US$000

Cost:
At July 1, 2010,
June 30, 2011
and 2012 1,004 4,700 5,704 943 4,700 5,643

Amortisation:
At July 1, 2010 383 225 608 322 225 547
Amortisation 63 233 296 63 233 296
At June 30, 2011 446 458 904 385 458 843
Amortisation 67 238 305 67 238 305
At June 30, 2012 513 696 1,209 452 696 1,148

Carrying Amount:
At June 30, 2011 558 4,242 4,800 558 4,242 4,800

At June 30, 2012 491 4,004 4,495 491 4,004 4,495

68 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

15 INTANGIBLE ASSETS (CONTD)


The intangible assets pertain to development cost incurred for the design, construction and testing of certain
models of IBCs and cost of patent.These development cost and patent are amortised over their useful lives of
15 years and 20 years respectively.

The Groups patent protects the design and specification of certain models of its IBCs. At the end of reporting
period, management has reviewed the carrying amounts of the patent to determine whether there is any
indication that the patent has suffered an impairment loss and concluded that there is none.

The carrying amounts of patent and development costs at June 30, 2012 were US$4,004,000
(2011:US$4,242,000) and US$491,000 (2011 : US$558,000) respectively and the remaining amortisation period
for patent and development costs are 17 years and 12 years respectively.

The amortisation expense has been included in the line item depreciation and amortisation expense in profit
or loss.

16 BORROWINGS

Group and Company


2012 2011
US$000 US$000

Bank Loan 1 - Note (a) 10,150 12,950


Bank Loan 2 - Note (b) 3,424
Bank Loan 3 - Note (c) 4,131
Bank Loan 4 - Note (d) 8,182 13,636
Bank Loan 5 - Note (e) 5,850
Bank Loan 6 - Note (f) 4,034
Bank Loan 7 - Note (g) 3,031
Medium Term Notes Series 1 - Note (h) 78,119 80,496
Medium Term Notes Series 2 - Note (i) 48,434
Medium Term Notes Series 3 - Note (j) 50,777
202,727 120,487

The borrowings are repayable as follows:

Group and Company


2012 2011
US$000 US$000

On demand and within one year 11,285 14,105


In the second year 92,231 8,254
In the third year 98,128
In the fourth year 48,434
In the fifth year 50,777
202,727 120,487

Less: Amount due for settlement within 12 months


(shown under current liabilities) 11,285 14,105
Amount due for settlement after 12 months 191,442 106,382

GOODPACK LIMITED Annual Report 2012 69


Notes to
Financial Statements
June 30, 2012

16 BORROWINGS (CONTD)

Note:

(a) The loan of US$15.8 million was raised on May 19, 2010 under a revolving credit facility repayable in 15 quarterly
instalments with a final instalment of US$5.2 million in May 2014. The loan is unsecured and carries interest at 2.0%
per annum over SIBOR rate.

(b) The loan of S$6.0 million (equivalent to US$4.2 million) was raised on May 24, 2010 and had been fully repaid during
the financial year. The loan was unsecured and carried interest at 2.0% per annum over the banks prevailing cost of
funds.

(c) The loan of S$7.0 million (equivalent to US$5.0 million) was raised on May 24, 2010 and had been fully repaid during
the financial year. The loan was unsecured and carried interest at 2.0% per annum over the banks prevailing cost of
funds.

(d) The loan of US$15.0 million was raised on June 30, 2010 under a revolving credit facility maturing in June 2013. The
loan is unsecured and carries interest at 1.8% per annum over the banks prevailing cost of funds.

(e) The loan of US$12.6 million was raised on February 7, 2011 and had been fully repaid during the financial year. The
loan was unsecured and carried interest at 1.3% per annum over the banks prevailing cost of funds.

(f) The loan of S$5.2 million (equivalent to US$4.0 million) was raised on September 30, 2011 and maturing in April 2014.
The loan was unsecured and carried interest at 2.0% per annum over the banks prevailing cost of funds.

(g) The loan of US$3.0 million was raised on February 15, 2012 and is repayable on demand. The loan was unsecured and
carried interest at 1.0% per annum over the banks prevailing cost of funds.

(h) The notes of S$100.0 million (equivalent to US$78.1 million) were raised on July 21, 2010 and mature in July 2013. The
notes are unsecured and carry interest at 4% per annum.

(i) The notes of S$62.0 million (equivalent to US$48.4 million) were raised on January 30, 2012 and mature in January
2016. The notes are unsecured and carry interest at 4.25% per annum.

(j) The notes of S$65.0 million (equivalent to US$50.8 million) were raised on June 20, 2012 and mature in June 2017.
The notes are unsecured and carry interest at 4.70% per annum.

The fair value of the Group and Companys borrowings approximates their carrying amounts.

The Group and Companys borrowings that are not denominated in the functional currencies of the respective
entities are as follows:

Group and Company


2012 2011
US$000 US$000

Denominated in:
Singapore dollars 184,395 88,051

70 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

17 TRADE PAYABLES

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Outside parties 12,638 15,039 4,647 6,520

The average credit period on purchases of goods and services is 30 days (2011 : 30 days). No interest is
charged on the outstanding balance.

Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs.

The Group and Companys trade payables that are not denominated in the functional currencies of the
respective entities are as follows:

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Denominated in:
Australian dollars 22 16 22 16
Brazilian reals 6 6 6 6
Canadian dollars 213 99
Chinese renminbi 2 2 2 2
Euro 41 41
Indian rupee 39 39
Indonesian rupiah 982 882 982 882
Japanese yen 30 38 30 38
Malaysian ringgit 435 437 435 437
Mexican peso 12
New Taiwan dollars 25 27 25 27
New Zealand dollars 56 53 41 41
Singapore dollars 1,022 404 1,022 404
South African rand 23 14 17 14
Sterling pounds 79 49 54
Thai baht 12 12 12 12
United States dollars 364 574
West African CFA franc 361 197 361 197

GOODPACK LIMITED Annual Report 2012 71


Notes to
Financial Statements
June 30, 2012

18 OTHER PAYABLES

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Accrued expenses 6,244 5,580 3,714 2,660


Deferred income 5,214 6,865 790 898
Others 883 1,010 740 665
Non-controlling interest 1,757 407
Subsidiaries (Note 10) 73,960 75,133
14,098 13,862 79,204 79,356

The average credit period is 60 days (2011 : 60 days).No interest is charged on the outstanding balance.

The Group and Companys other payables that are not denominated in the functional currencies of the
respective entities are as follows:

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Denominated in:
Australian dollars 50 53
Chinese renminbi 5 2
Euro 8 8 8
Indonesian rupiah 2 2
Japanese yen 366 92
Malaysian ringgit 3 4 664 698
New Zealand dollars 10
Singapore dollars 589 569 1,203 1,286
Sterling pounds 1 22 1
Thai baht 4,219 4,344
United States dollars 16

72 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

19 DEFERRED TAX
The following are the major deferred tax liabilities and assets recognised by the Group and the Company and
the movements thereon during the current and prior reporting periods:

Deferred tax liabilities

Accelerated tax depreciation


Group Company
US$000 US$000

At July 1, 2010 11,202 11,202


Charge to profit or loss (Note 30) 1,259 1,308
At June 30, 2011 12,461 12,510
Charge to profit or loss (Note 30) 1,701 1,699
At June 30, 2012 14,162 14,209

Deferred tax assets

Provisions Tax losses Others Total


US$000 US$000 US$000 US$000

Group
At July 1, 2010 7 1,932 81 2,020
Translation differences 1 3 20 24
Charge to profit or loss (Note 30) (39) (39)
At June 30, 2011 8 1,935 62 2,005
Translation differences (1) (46) (8) (55)
Charge to profit or loss (Note 30) 75 (54) 21
At June 30, 2012 7 1,964 1,971

Certain deferred tax assets and liabilities have been offset in accordance with the Group and Companys
accounting policy. The following is the analysis of the deferred tax balances (after offset) for statement of
financial position purposes:

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Deferred tax liabilities 14,162 12,461 14,209 12,510


Deferred tax assets (1,971) (2,005)
12,191 10,456 14,209 12,510

GOODPACK LIMITED Annual Report 2012 73


Notes to
Financial Statements
June 30, 2012

20 RETIREMENT BENEFIT OBLIGATIONS


Dened contribution plans

The employees of Goodpack Limited and certain of its subsidiaries are members of state-managed retirement
benefit plans. The Group is required to contribute a specified percentage of payroll costs to the retirement
benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit
plan is to make the specified contributions.

The total expense recognised in profit or loss of US$1,112,000 (2011 : US$826,000) represents contributions
payable to these plans by the Group at rates specified in the rules of the plans. As at June 30, 2012,
contributions of US$64,000 (2011 : US$39,000) due in respect of current financial year had not been paid over
to the plans.The amounts were paid subsequent to the end of the reporting period.

21 SHARE CAPITAL

Group and Company


2012 2011 2012 2011
Number of ordinary shares US$000 US$000

Issued and paid up:


At beginning of the year 495,905,348 474,391,608 88,641 74,218
Issued upon exercise of warrants 1,889,825 21,513,740 1,028 10,897
Issued upon exercise of share options 9,375 4
Transfer from warrant reserve (Note 23) 341 3,526
At end of the year 497,804,548 495,905,348 90,014 88,641

Fully paid ordinary shares, which have no par value, carry one vote per share and carry a right to dividends as
and when declared by the Company.

Share options granted under the Goodpack Performance Share Option Scheme carry no rights to dividends
and no voting rights.Further details of the employee share option plan are contained in Note 25 to the financial
statements.

There were 1,116,313 (2011 : 1,673,688) unissued ordinary shares under the options granted pursuant to the
Goodpack Performance Share Option Scheme.The details of outstanding share options are set out in Note 25.

During the financial year ended June 30, 2010, the Company had issued 93,362,043 warrants at S$0.22 per
warrant, on the basis of one warrant for every eight shares held in the share capital of the Company subject
to the terms and conditions of the issue as stated in the Deed Poll of the Company dated December 4, 2009.
Each warrant entitles the holder to subscribe for one new ordinary share in the Company at a subscription
price of S$0.68 per share. The warrants shall be exercised at any time commencing on and including the date
immediately after the date of listing, December 5, 2009, of the warrants and expiring on the date immediately
preceding the third anniversary of the date of issue of the warrants.

As at June 30, 2012, there were 31,048,083 (2011 : 29,158,258) ordinary shares issued under the warrants and
there were 62,377,085 (2011 : 64,266,910) unissued ordinary shares under warrants.

74 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

22 TREASURY SHARES

Group and Company


2012 2011 2012 2011
Number of ordinary shares US$000 US$000

At beginning of the year 300,000 434


Repurchased during the year 59,000 300,000 77 434
At end of the year 359,000 300,000 511 434

The Company acquired 59,000 (2011: 300,000) of its own shares through purchases on the Singapore
Exchange during the year. The total amount paid to acquire the shares was US$0.08 million (2011: US$0.43
million) and has been deducted from shareholders equity. The shares are held as treasury shares. The
Company intends to reissue these shares to executives who exercise their share options under the employee
share option plan.

23 CAPITAL RESERVES

Group and Company


Share
Warrant options
reserve reserve Total
US$000 US$000 US$000

At July 1, 2010 13,044 679 13,723


Sharebased payment (Note 25) 88 88
Transfer to share capital following exercise of warrants
(Note 21) (3,526) (3,526)
At June 30, 2011 9,518 767 10,285
Transfer to share capital following exercise of warrants
(Note 21) (341) (341)
At June 30, 2012 9,177 767 9,944

24 REVALUATION RESERVES

Property Investment
revaluation revaluation
reserve reserve Total
US$000 US$000 US$000

Group
Balance at June 30, 2011 and 2012 109 (65) 44

Investment
revaluation
reserve
US$000

Company
Balance at June 30, 2011 and 2012 (65)

GOODPACK LIMITED Annual Report 2012 75


Notes to
Financial Statements
June 30, 2012

24 REVALUATION RESERVES (CONTD)


The property revaluation reserve arises on the revaluation of freehold land (Note 13) and the investment
revaluation reserve arises on the revaluation of available-for-sale investment (Note12).

The capital and revaluation reserves are not available for distribution to the owners of the Company.

25 SHARE BASED PAYMENTS


The Goodpack Performance Share Option Scheme, as the same may be modified or altered from time to time
(Scheme) was approved by shareholders on December 20, 2001. The Scheme has been modified in year
2004 to allow share options to be issued at a premium (premium options) to the market price at the date of
grant with an exercise period of 5 years.

The Scheme shall continue to be in force at the discretion of the Remuneration Committee of the Company
(the Committee), subject to a maximum period of ten years commencing on the adoption date, provided
always that the Scheme may continue beyond the above stipulated period with the approval of the Companys
shareholders by ordinary resolution in a general meeting and of any relevant authorities which may then be
required.

Under the Scheme, options will vest:

on or after the first anniversary of the date of grant for 40% of the ordinary shares subject to the options;

on or after the second anniversary of the date of grant for an additional 30% of the ordinary shares
subject to the options; and

on or after the third anniversary of the date of grant for an additional 30% of the ordinary shares subject
to the options;

except for the grants that were made to the Chairman, Mr Lam Choon Sen, David @ Lam Kwok Kwong, which
will vest on or after the first anniversary of the date of respective grants.

Under the Scheme, options to subscribe for ordinary shares in the capital of the Company will be granted
to selected executives and directors (executive and non-executive) of the Company and its subsidiaries. All
options to be issued will have a term no longer than 10years from the date of the grant, except in the case of
premium options and for grants to a non-executive director, the term is no longer than 5 years.

The exercise price of a Market Price Option will be the average of the closing prices of the Companys ordinary
shares on the SGX-ST for the three consecutive market days (Market Price) immediately preceding the date of
the grant.

The exercise price of a Discounted Option will be a price subject to such discount not exceeding 20% of the
Market Price as may be determined by the Committee.

The exercise price of a Premium Option will be a price subject to such premium as may be determined by the
Committee.

Options, under the Scheme, may be granted at a premium or subject to a discount to the market price for the
shares prevailing at the date of grant of the respective options, provided that the maximum discount which may
be given shall not exceed 20% of the relevant market price for the shares applicable to that option.

76 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

25 SHARE BASED PAYMENTS (CONTD)


Details of the share options outstanding are as follows:

Company
2012 2011
Weighted Weighted
Number average Number average
of share exercise of share exercise
options price options price
S$ S$

Outstanding at the beginning of the year 1,673,688 1.14 1,673,688 1.14


Exercised during the year (Note 21) (9,375) 0.50
Expired during the year (500,000) 0.51
Forfeited during the year (48,000) 0.56
Outstanding at the end of the year 1,116,313 1.45 1,673,688 1.14

Exercisable at the end of the year 1,116,313 1.45 1,673,688 1.14

The weighted average share price at the date of exercise for share options exercised during the year was
S$1.66. The options outstanding at the end of reporting period have a weighted average remaining contractual
life of 7.92 years (2011 : 6.28 years).

In the last financial year, the Group recognised total expenses US$88,000 related to equity-settled share-based
payment transactions.

26 REVENUE

Group
2012 2011
US$000 US$000

Leasing of IBCs 173,233 156,157


Sales of accessories 3,920 2,416
177,153 158,573

27 OTHER INCOME(EXPENSES)

Group
2012 2011
US$000 US$000

Dividend income 9
Net foreign exchange loss (668) (2,059)
Interest income 1,041 578
Gain (loss) on disposal of property, plant and equipment 1,086 (65)
Others 1,388 1,020
2,856 (526)

GOODPACK LIMITED Annual Report 2012 77


Notes to
Financial Statements
June 30, 2012

28 OTHER OPERATING EXPENSES

Group
2012 2011
US$000 US$000

Rental expenses 13,857 4,578


Travelling and entertainment expenses 1,402 1,334
Selling and marketing expenses 1,024 829
Office supplies 831 1,296
Insurance expenses 263 302
Professional fees 2,447 1,744
Bank charges 114 704
Others 756 1,825
20,694 12,612

29 FINANCE COSTS

Group
2012 2011
US$000 US$000

Interest expenses on:


Bank borrowings 5,671 4,612

30 INCOME TAX EXPENSE

Group
2012 2011
US$000 US$000

Current 5,110 3,617


Overprovision in prior year current tax (1,216)
Deferred (net) (Note 19) 1,722 1,220
Foreign withholding tax 1,357 1,311
6,973 6,148

Domestic income tax is calculated at 17% (2011 : 17%) of the estimated assessable profit for the
year.Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

78 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

30 INCOME TAX EXPENSE (CONTD)


The total charge for the year can be reconciled to the accounting profit as follows:

Group
2012 2011
US$000 US$000

Profit before income tax 54,213 50,616

Tax at the domestic income tax rate of 17% (2011 : 17%) 9,216 8,605
Tax effect of (income) expenses that are not deductible in determining
taxable profit (1,586) 1,901
Effect of applying 10% tax rate on offshore leasing income (2,720) (3,111)
Overprovision in prior year current tax (1,216)
Foreign withholding tax 1,357 1,311
Effect of utilisation of deferred tax benefits previously not recognised (3,388)
Effect of different tax rates of subsidiaries operating in overseas jurisdictions 2,384 1,114
Others (462) (284)
6,973 6,148

The Group has the following temporary differences for offsetting against future taxable income as follows:

Group
2012 2011
US$000 US$000

Unabsorbed capital allowance

At beginning of year 1,178 21,106


Amount utilised in current year (22,912) (43,291)
Amount in current year 22,912 23,363
At end of year 1,178 1,178

Deferred tax benefit not recorded 200 200

The above unabsorbed capital allowance are subject to agreement with the Comptroller of Income Tax and the
tax authorities, as well as conditions imposed by law.

Under the Singapore Income Tax Act Section 43I, certain qualifying offshore leasing income of the Company is
subject to a concessionary income tax rate of 10% (2011 : 10%).

GOODPACK LIMITED Annual Report 2012 79


Notes to
Financial Statements
June 30, 2012

31 PROFIT FOR THE YEAR


Profit for the year has been arrived at after charging:

Group
2012 2011
US$000 US$000

Directors remuneration:
Directors of the Company - Note (a) 1,190 1,099
Directors of the subsidiaries 226 221
Directors fees 113 111
Employee benefits expense (including directors remuneration) 12,069 11,157
Costs of defined contribution plans included in employee benefits expense 1,112 826
Audit fees paid to auditors:
Auditors of the Company 282 283
Other auditors 191 122
Non-audit fees paid to auditors:
Auditors of the Company 11 23
Other auditors 8

Note

(a) Includes share-based payment for the options granted to a director of the Company, which amounted to US$88,000 in
the previous financial year.

32 EARNINGS PER SHARE


Basic earnings per ordinary share is calculated based on the Group profit attributable to the owners of the
Company of US$45,216,000 (2011 : US$43,216,000) divided by the weighted average number of ordinary
shares of 496,732,019 (2011 : 491,166,853) in issue during the year.

Fully diluted earnings per ordinary share are based on 524,903,738 (2011 : 526,436,380) ordinary shares
assuming the full exercise of share options and warrants outstanding during the year and adjusting the
weighted average number of ordinary shares to reflect the effect of all potentially dilutive ordinary shares.

Group
2012 2011
Basic Diluted Basic Diluted
US$000 US$000 US$000 US$000

Profit attributable to owners of the


Company 45,216 45,216 43,216 43,216

80 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

32 EARNINGS PER SHARE (CONTD)

Group
2012 2011
Basic Diluted Basic Diluted
Number of shares (000)

Weighted average number of ordinary shares 496,732 496,732 491,167 491,167


Effect of potential dilutive ordinary shares:
Share options 299 623
Warrants 27,873 34,646
Weighted average number of
ordinary shares used to
compute earnings per share 496,732 524,904 491,167 526,436

Earnings per share (U.S. cents) 9.10 8.61 8.80 8.21

33 DIVIDENDS
In respect of the financial year ended June 30, 2010, a final tax exempt dividend of S$0.02 per share and a
special tax exempt dividend of S$0.03 per share (total dividend US$19,486,000) was paid to shareholders on
January 7, 2011.

In respect of the financial year ended June 30, 2011, a final tax exempt dividend of S$0.02 per share and a
special tax exempt dividend of S$0.01 per share (total dividend US$11,500,000) was paid to shareholders on
January 5, 2012.

In respect of the financial year ended June 30, 2012, the directors propose that a final tax exempt dividend
of S$0.02 per share and a special tax exempt dividend of S$0.03 per share to be paid to shareholders. These
dividends are subject to approval by shareholders at the Annual General Meeting and have not been included
as a liability. If approved, the total estimated dividends to be paid are US$19,913,000.

34 FORWARD FOREIGN EXCHANGE CONTRACTS


The total notional amount of outstanding forward foreign exchange contract outstanding at end of reporting
period to which the Group and the Company are committed are as follows:

Group and Company


2012 2011
US$000 US$000

Forward foreign exchange contracts 20,000

At the end of reporting period, the fair value of forward exchange contract was insignificant.

GOODPACK LIMITED Annual Report 2012 81


Notes to
Financial Statements
June 30, 2012

35 OPERATING LEASE COMMITMENTS


The Group as lessee

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Minimum lease payments under


operating leases recognised
as an expense in the year 13,857 4,578 321 331

At the end of reporting period, the outstanding commitments under non-cancellable operating leases which fall
due are as follows:

Group Company
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Within one year 710 472 79 123


In the second to fifth year inclusive 367 597 18 47
1,077 1,069 97 170

Operating lease payments represent rental payable by the Group for certain of its office premises and
IBCs.Leases for the office premises are negotiated for an average term of 3 years and rentals are fixed for an
average of 3 years. Leases for the IBCs are negotiated for an average term of 2 years and rentals are fixed for
an average of 2 years.

The Group and the Company as lessor

The Group and the Company lease out its IBCs that are designed for packing and transporting bulk cargo
under operating leases. The leasing arrangements entered into by the Group (as lessor) with its customers,
usually for a period of three to five years, stipulate inter alia, the estimated number of IBCs for the period
covered by the arrangements, the lease price per IBC per trip and the payment terms. The actual number of
IBCs to be leased and the duration of lease is dependent on the requirements of these customers, who will
issue advices to the Group prior to the lease.

The operating leases are cancellable as the leasing agreements allow for the termination of the leasing
arrangement by either the Group or the customers serving written notice to the other party.

Initial direct costs incurred in negotiating and arranging for an operating lease are not significant and have been
recognised in profit or loss as and when incurred.

36 CAPITAL COMMITMENTS
As at June 30, 2012, the Company has a commitment in respect of the uncalled capital of 10,000,000 shares of
Thai baht 7.50 per share, in a wholly-owned subsidiary, Goodpack (Bangkok) Company Limited, amounting to
US$2,362,000 (2011 : US$2,435,000).

82 GOODPACK LIMITED Annual Report 2012


Notes to
Financial Statements
June 30, 2012

37 SEGMENT INFORMATION
The application of FRS 108 requires operating segments to be identified on the basis of internal reports about
components of the Group that are regularly reviewed by the chief operating decision maker (CODM), who
is the Managing Director, in order to allocate resources to segments and to assess their performance. The
CODMs basis of organisation of the Group is by its operating legal activities.

All operating entities under the Group are involved in the leasing of IBCs with similar processes and target
customers. There is no difference in the methods used to lease the IBCs. Accordingly, the CODM considers that
the leasing of IBCs by group entities has similar economic characteristics and therefore, no further analysis for
segment reporting is presented internally for resource allocation and performance assessment.

Geographical Information

The Groups businesses are mainly in Asia Pacific, Americas and Europe. Revenue is based on the country in
which the customer is located. Non-current assets are shown by the geographical areas in which these assets
are located.

The Groups revenue from external customers and information about its non-current assets (excluding deferred
tax assets) by geographical location are detailed below:

Group
Revenue from
external customers Non-current assets
2012 2011 2012 2011
US$000 US$000 US$000 US$000

Asia Pacific 98,966 80,090 273,334 260,492


Americas 48,175 44,168 875 1,010
Europe 30,012 34,315 3,301 5,132
177,153 158,573 277,510 266,634

The accounting policies of the reportable segments are the same as the Groups accounting policies described
in Note 2.

Information about major customers

In the current year, the Group has two major customers that contribute US$29.2 million (16.5%) and US$26.7
million (13.9%) of the Groups revenue respectively.

In 2011, the Group has one major customer that contributes US$26.4 million (16.6%) of the Groups revenue.

GOODPACK LIMITED Annual Report 2012 83


Statistics of
Shareholdings
As at September 19, 2012

Issued and fully paid-up capital : S$128,624,889.93


Total number of shares (excluding treasury shares) : 497,836,548
Class of shares : Ordinary Shares
Voting rights : One Vote per Share
No. of holders : Ordinary Share : 1,290 holders
Treasury shares (no voting rights) : 359,000 (0.07%)

DISTRIBUTION OF SHAREHOLDINGS AS AT 19 SEPTEMBER 2012

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

1 to 999 414 32.09 26,191 0.01


1,000 to 10,000 618 47.91 2,658,471 0.53
10,001 to 1,000,000 240 18.60 17,602,072 3.53
1,000,001 and above 18 1.40 477,908,814 95.93
Total 1,290 100.00 498,195,548 100.00

DIRECT AND INDIRECT INTEREST OF SUBSTANTIAL SHAREHOLDERS AS AT 19


SEPTEMBER 2012

Name of Substantial Shareholders Direct Interest Indirect Interest


No. of Shares % No. of Shares %

Goodpack Holdings Pte. Ltd. 142,455,000 28.61


(1)
Lam Choon Sen David @ Lam Kwok Kwong 7,308,510 1.47 142,455,000 28.61
Mason Hill Advisors, LLC (2) 646,362 0.13 25,304,625 5.08
(3)
The Capital Group Companies, Inc 40,005,000 8.04
Wong Ngit Liong 32,522,689 6.53

Note :-

(1) Lam Choon Sen David @ Lam Kwok Kwong is deemed to have an interest in the shares held by Goodpack Holdings Pte. Ltd.
by virtue of his shareholding in Goodpack Holdings Pte. Ltd.

(2) Mason Hill Advisors, LLC has a controlling interest in both Equinox Partners, LP and Kuroto Fund. LP. and is hence deemed
interested in both their shareholdings in the Company.

(3) The shares are registered in the name of DBS Nominees Pte. Ltd.

84 GOODPACK LIMITED Annual Report 2012


Statistics of
Shareholdings
As at September 19, 2012

TOP 20 LARGEST SHAREHOLDERS AS AT 19 SEPTEMBER 2012

Shareholders Name No. of Shares %

1. GOODPACK HOLDINGS PTE LTD 129,455,000 26.00


2. CITIBANK NOMINEES SINGAPORE PTE LTD 84,988,297 17.07
3. DBS NOMINEES PTE LTD 68,383,513 13.74
4. DBSN SERVICES PTE LTD 56,285,500 11.31
5. UNITED OVERSEAS BANK NOMINEES PTE LTD 29,260,473 5.88
6. MERRILL LYNCH (SINGAPORE) PTE LTD 26,926,000 5.41
7. RAFFLES NOMINEES (PTE) LTD 21,659,634 4.35
8. HSBC (SINGAPORE) NOMINEES PTE LTD 18,234,970 3.66
9. OVERSEA CHINESE BANK NOMINEES PTE LTD 13,000,000 2.61
10. BNP PARIBAS SECURITIES SERVICES SINGAPORE BRANCH 8,548,000 1.72
11. MAYBANK KIM ENG SECURITIES PTE LTD 5,665,613 1.14
12. MACQUARIE CAPITAL SECURITIES 4,000,000 0.80
13. LIEW YEW PIN 2,633,125 0.53
14. SRICHAI UTHAI 2,327,075 0.47
15. UOB KAY HIAN PTE LTD 2,162,000 0.43
16. DBS VICKERS SECURITIES (S) PTE LTD 2,000,026 0.40
17. LAM CHOON SEN DAVID @ LAM KWOK KWONG 1,218,085 0.24
18. DB NOMINEES (S) PTE LTD 1,161,503 0.23
19. HONG LEONG FINANCE NOMINEES PTE LTD 956,000 0.19
20. TAN BIEN CHUAN 902,500 0.18
479,767,314 96.36

Based on information provided, to the best knowledge of the Directors and the substantial shareholders of the
Company, approximately 48.04% of the issued share capital of the Company was held in the hands of the public as at
19 September 2012. Accordingly, Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited
has been complied with.

GOODPACK LIMITED Annual Report 2012 85


Statistics of
Shareholdings
As at September 19, 2012

ANALYSIS BY SIZE OF WARRANT HOLDINGS AS AT 19 SEPTEMBER 2012

No. of No. of
Size of Warrant Holdings Warrant Holders % Warrants %

1 to 999 16 8.60 6,432 0.01


1,000 to 10,000 133 71.51 352,076 0.57
10,001 to 1,000,000 30 16.13 4,315,892 6.96
1,000,001 and above 7 3.76 57,311,685 92.46
Total 186 100.00 61,986,085 100.00

TOP 20 WARRANT HOLDERS AS AT 19 SEPTEMBER 2012

Shareholders Name No. of Shares %

1. GOODPACK HOLDINGS PTE LTD 28,191,000 45.48


2. DBS NOMINEES PTE LTD 7,187,247 11.60
3. CITIBANK NOMINEES SINGAPORE PTE LTD 6,777,200 10.93
4. DBSN SERVICES PTE LTD 6,290,299 10.15
5. UNITED OVERSEAS BANK NOMINEES PTE LTD 4,057,140 6.55
6. RAFFLES NOMINEES (PTE) LTD 2,705,599 4.36
7. MERRILL LYNCH (SINGAPORE) PTE LTD 2,103,200 3.39
8. CHENG TZE KANG 898,000 1.45
9. HSBC (SINGAPORE) NOMINEES PTE LTD 625,000 1.01
10. LIEW YEW PIN 526,625 0.85
11. TAN BIEN CHUAN 480,500 0.78
12. SRICHAI UTHAI 465,415 0.75
13. OCBC SECURITIES PRIVATE LTD 235,685 0.38
14. MAYBANK KIM ENG SECURITIES PTE LTD 139,080 0.22
15. COSMIC INSURANCE CORPORATION LIMITED - SIF 134,000 0.22
16. TAN LEE YONG 120,000 0.19
17. KANG TIONG PENG 70,000 0.11
18. UNITED CAOUTCHOUC TRADING CO PTE LTD 70,000 0.11
19. LIM & TAN SECURITIES PTE LTD 69,000 0.11
20. THAM KAM CHEONG 50,200 0.08
61,195,190 98.72

86 GOODPACK LIMITED Annual Report 2012


Notice of
Annual General Meeting

NOTICE IS HEREBY GIVEN that the 33rd Annual General Meeting of Goodpack Limited will be held at 7 Harrison
Road, #06-01 Harrison Industrial Building, Singapore 369650 on Tuesday, 30 October 2012 at 10.00 a.m. for the
following purposes: -

AS ORDINARY BUSINESS
1. To receive and adopt the Directors Report and Audited Financial Statements for the financial year ended
30 June 2012 together with the Auditors Report thereon. (Resolution 1)

2. To declare a Tax Exempt (one tier) Final Dividend of 2 cents per ordinary share for the financial year ended
30 June 2012. (Resolution 2)

3. To declare a Tax Exempt (one tier) Special Dividend of 3 cents per ordinary share for the financial year ended
30 June 2012. (Resolution 3)

4. To re-elect Mr Lam Choon Sen, David @ Lam Kwok Kwong , a Director retiring pursuant to Article 91 of the
Companys Articles of Association. (Resolution 4)

5. To re-elect Mr Tan Bien Chuan, a Director retiring pursuant to Article 91 of the Companys Articles of
Association.

Mr Tan Bien Chuan will, upon re-election as Director of the Company, remain as Chairman of the Nominating
Committee and a member of the Audit Committee and Remuneration Committee. Mr Tan is considered as an
Independent Director. (Resolution 5)

6. To approve the payment of Directors Fees of S$160,000 (30 June 2011: S$145,000) for the financial year ended
30 June 2012. (Resolution 6)

7. To appoint Messrs Deloitte & Touche LLP as auditors of the Company and authorize the Directors to fix their
remuneration. (Resolution 7)

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

8. General Mandate to authorize the Directors to issue shares or convertible securities

THAT pursuant to Section 161 of the Companies Act, Chapter 50 and Rule 806 of the Listing Manual of the
Singapore Exchange Securities Trading Limited (the SGX-ST Listing Manual), authority be and is hereby given
to the Directors of the Company to allot and issue: -

a) shares; or

b) convertible securities; or

c) additional securities issued pursuant to Rule 829 of the Listing Manual; or

d) shares arising from the conversion of the securities in (b) and (c) above,

GOODPACK LIMITED Annual Report 2012 87


Notice of
Annual General Meeting

in the Company (whether by way of rights, bonus or otherwise) at any time to such persons 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 and convertible securities to be issued pursuant to this Resolution must
be not more than 50% of the issued share capital of the Company excluding treasury shares (calculated
in accordance with (ii) below), of which the aggregate number of shares and convertible securities issued
other than on a pro rata basis to existing shareholders must be not more than 20% of the issued share
capital of the Company excluding treasury shares (calculated in accordance with (ii) below); and

(ii) for the purpose of determining the number of shares and convertible securities that may be issued
pursuant to (i) above, the percentage of issued share capital shall be calculated based on the Companys
issued share capital excluding treasury shares at the date of the passing of this Resolution after
adjusting for new shares arising from the conversion of convertible securities or employee share options
on issue when this Resolution is passed, and any subsequent consolidation or subdivision of shares.

Unless revoked or varied by ordinary resolution of the shareholders of the Company in general meeting, this
Resolution shall remain in force until the conclusion of the next Annual General Meeting of the Company or the
date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the
earlier.
[See Explanatory Note (i)] (Resolution 8)

9. Authority to allot and issue shares under the Goodpack Performance Share Option Scheme

That approval be and is hereby given to the Directors to allot and issue from time to time such number of
shares in the capital of the Company as may be required to be issued pursuant to the exercise of options
under the Goodpack Performance Share Option Scheme (the Scheme), provided that the aggregate number
of shares to be allotted and issued pursuant to the Scheme shall not exceed 15% of the total issued share
capital of the Company excluding treasury shares from time to time.
[See Explanatory Note (ii)] (Resolution 9)

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

BY ORDER OF THE BOARD


Noraini Latiff
Company Secretary
Singapore
15 October 2012

Explanatory Notes:

(i) Ordinary Resolution 8, if passed, will empower the Directors, from the date of the Annual General Meeting until the date of the
next Annual General Meeting of the Company, to issue and allot shares and convertible securities in the Company, without
seeking any further approval from shareholders in general meeting but within the limitation imposed by the resolution, for such
purposes as the Directors may consider would be in the best interest of the Company. The number of shares and convertible
securities that the Directors may issue and allot under this Resolution would not exceed 50% of the issued share capital of
the Company excluding treasury shares at the time of the passing of this Resolution. For issues of shares and convertible
securities other than on a pro rata basis to all existing shareholders of the Company, the aggregate number of shares and
convertible securities to be issued shall not exceed 20% of the issued share capital of the Company excluding treasury shares
at the time of the passing of this Resolution.

The percentage of issued share capital is based on the Companys issued share capital excluding treasury shares at the time of
the passing of this Resolution after adjusting for (a) new shares arising from the conversion or exercise of convertible securities,
(b) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this
Resolution is passed, provided the options or awards were granted in compliance with the SGX-ST Listing Manual and (c) any
subsequent consolidation or subdivision of shares.

88 GOODPACK LIMITED Annual Report 2012


Notice of
Annual General Meeting

(ii) Ordinary Resolution 9, if passed, will empower the Directors of the Company, from the date of this Meeting until the next
Annual General Meeting, or the date by which the next Annual General Meeting is required by law to be held or when varied
or revoke by the Company in general meeting, whichever is the earlier, 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 excluding treasury shares
from time to time pursuant to the exercise of the options under the Scheme.

Notes:

1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two
proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 7 Harrison Road,
#04-01 Harrison Industrial Building, Singapore 369650 not less than 48 hours before the time appointed for the Annual General
Meeting.

GOODPACK LIMITED Annual Report 2012 89


GOODPACK LIMITED IMPORTANT
(Incorporated in the Republic of Singapore) 1. For investors who have used their CPF monies to buy shares of Goodpack
Limited, the Annual Report is forwarded to them at the request of their CPF
(Company Registration No. : 198000547W) Approved Nominees and is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall be ineffective
ANNUAL GENERAL MEETING for all intents and purposes if used or purported to be used by them.
3. CPF investors who wish to vote should contact their CPF Approved
PROXY FORM Nominees.

*I / We (Name) * NRIC / Passport No.

of

being a *member / members of Goodpack Limited (the Company), hereby appoint:

NRIC/ Proportion of
Name Address Passport No. shareholdings (%)

and/or (delete as appropriate)

NRIC/ Proportion of
Name Address Passport No. shareholdings (%)

or failing him/her, the Chairman of the Meeting, as *my / our *proxy / proxies to attend and to vote for *me / us on *my /
our behalf and, if necessary, to demand a poll, at the 33rd Annual General Meeting (AGM) of the Company to be held at
7 Harrison Road, #06-01 Harrison Industrial Building, Singapore 369650, on Tuesday, 30 October 2012 at 10:00 a.m., and
at any adjournment thereof. *I / we direct *my / our *proxy / proxies to vote for or against the Resolutions to be proposed
at the AGM as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising
at the AGM, the *proxy / proxies will vote or abstain from voting at *his / their discretion.

To be used on a To be used in the


show of hands event of a poll
Number Number
of Votes of Votes
No. Ordinary Resolutions For** Against** For*** Against***
1. Adoption of Directors Report and Audited Financial
Statements for the financial year ended 30 June 2012 and
Auditors Report.
2. Declaration of Final Dividend
3. Declaration of Special Dividend
4. Re-election of Mr Lam Choon Sen, David @ Lam Kowk
Kwong as Director
5. Re-election of Mr Tan Bien Chuan as Director
6. Approval of Directors Fees
7. Re-appointment of Deloitte & Touche LLP as Auditors
8. Authority to issue shares
9. Authority to issue shares pursuant to exercise of options

* Delete accordingly
** Please indicate your vote For or Against with a tick () within the box provided.
*** if you wish to exercise all your votes For or Against, please tick () within the box provided. Alternatively, please indicate the
number of votes as appropriate.

Dated this day of 2012


Total Number of Shares in: Number of Shares
(a) CDP Register

(b) Register of members


Signature(s) of Member(s)/Common Seal
IMPORTANT. Please read notes overleaf
Notes:-

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register
(as defined in Section 130A of the Singapore Companies Act, Chapter 50), 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 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 not more than two
proxies to attend and vote on his behalf. Such proxy need not be a member of the Company.

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

4. The instrument appointing a proxy or proxies (together with the power of attorney (if any) under which it is signed or a certified
copy thereof) must be deposited at the Companys Registered Address at 7 Harrison Road #04-01, Harrison Industrial Building,
Singapore 369650, not less than forty-eight (48) hours before the time of the Meeting.

1st fold here

Affix
postage
stamp

GOODPACK LIMITED
7 Harrison Road
#04-01
Harrison Industrial Building
Singapore 369650

2nd fold here

5. The instrument appointing a proxy or proxies must be under the hand of the appointor o his attorney duly authorised in writing.
Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its Common
Seal or under the hand of its attorney or a duly authorised officer.

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

7. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed,
illegible or where 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 a member whose Shares are entered against his/her name
in the Depository Register, the Company may reject any instrument of proxy lodged if such member, being the appointor, is not
shown to have Shares entered against his/her name in the Depository Register 48 hours before the time appointed for holding the
meeting, as certified by The Central Depository (Pte) Limited to the Company.
GOODPACK LIMITED
Company Registration No.: 198000547W
www.goodpack.com

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