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         ANNUAL REPORT 2009
Contents
01   Corporate Profile

02   Chairman’s Statements

04   Five-year Key Financial Figures

06   Board of Directors

08   Key Executives’ Profile

10   Review of Operations

11   Corporate Information

12   Financial Highlights

14   Our Marketing Network and Offices

16   Financial Contents
Corporate Profile

1.   Achieva Limited (then known as Achieva Pte Ltd) was incorporated on 3rd
     November 1993.


2.   With rapid growth, it was listed on the main board of the Singapore Exchange
     in June 2000.


3.   The current core business of the Group is the marketing and distribution of
     PC Peripherals, including internal & external hard disk drives, memory chips
     and PC motherboard. Some of the world–class brands distributed by the
     Group include Western Digital, Intel, Sapphire, Foxconn and Asus.


4.   The Group companies have won various awards from our principals. For 2009,
     such awards included “ Strategic Partner Award”, “Outstanding Business
     Partner” and “Top Authorised Distributor”.


5.   The Group has operations in various countries, covering Singapore, Malaysia,
     Indonesia, Philippines, Vietnam and Australia.


6.   As at 31 December 2009, the Group’s headcount was 263 staff.


7.   To enhance its long term growth, the Company will be actively seeking out
     new businesses or new partners to existing businesses.




                                                                          ACHIEVA LIMITED
                                                                         Annual Report 2009   01
       Chairman’s Statements


                          DEAR SHAREHOLDERS,

                          Year 2009 was an eventful
                          year with the occurrence of the
                          following major events:

                          1. On 4 November 2009, a
                             wholly-owned subsidiary
                             of the Group exercised
                             the right of termination of
                             a distributor agreement
                             with a major supplier
                             of PC Peripherals. The
                             said supplier was not the
                             sole supplier from which
                             the Group sources such
                             products.

                          2. The sale of 121,478,009
                             ordinary shares of Achieva
                             Limited by founder and
                             controlling shareholder, Mr.
                             Henry Lim, to SUTL Global
                             Pte Ltd on 9 December
                             2009. Hence, SUTL Global
                             Pte Ltd is now the new
                             controlling shareholder of
                             Achieva Limited.



02   ACHIEVA LIMITED
     Annual Report 2009
Summary of Group performance


With the turnaround in the Asian economies, the Group achieved revenue of $224.0 million for
FY2009, representing an increase of $4.0 million or 2.0% over FY2008.


The Group made a profit before tax of $2.6 million for FY2009 compared with a loss of $5.9
million for FY2008.


LookinG forward.


Looking forward, the Group will continue to focus on the sales of high margin products to
enhance its profitability. With the Group’s strong balance sheet, the Group will continue to
search for expansion and diversification opportunities to increase shareholders’value.

appreciation


I would like to thank Mr. Henry Lim, Mr. Mark Soh, Mr. Tony Ng (leaving after 30 April 2010)
and Mr Harry Ng (leaving after 30 April 2010) for their valuable contribution to the Group. On
behalf of the Board, I would also like to thank all shareholders, staff, principals, customers and
bankers for their support over the years.



Lew Syn pau
Chairman (Non-Executive)




                                                                                       ACHIEVA LIMITED
                                                                                      Annual Report 2009   03
       Five-Year Key Financial Figures
       5 - YEAR FINANCIAL OVERVIEW ($’000)




          Result of Operation
          Revenue
          Gross Profit
          Operating profit before taxation
          Profit after taxation
          Minority interests
          Profit attributable to shareholders


          Balance Sheet
          Property, plant and equipment
          Investment in associated company
          Goodwill
          Current assets
          Current liabilities
          Net current assets
          Long-term liabilities
          Minority Interests
          Net assets employed
          Net assets value per share (cents)
          Market valuation




          Key Financial Indicator
          Inventory turnover (days)
          Account receivables (days)
          Account payables (days)
          Earning per share (cents)
          Return on net assets (RONA)
          Return on working capital (ROWC)*



                                    Gross pro t - Operating expenses
       *(ROWC) =                                                                   X 100
                          (Account receivables - Account payables) + Inventories



04   ACHIEVA LIMITED
     Annual Report 2009
          2009                       2008                       2007                   2006        2005


        224,045                    345,134                    549,327                 596,860     611,377
         15,082                     32,644                     43,951                  40,535      37,178
          2,579                     24,150                      6,336                  5,078       2,962
          2,721                     22,579                      5,225                  4,010       1,846
           119                        (73)                      (236)                   (92)        457
          2,840                     22,506                      4,989                  3,918       2,303




           920                        861                       1,403                  1,910       1,754
          1,772                      1,564                      5,873                  3,717       4,576
          1,022                      1,049                      3,750                  2,128       2,128
         87,908                    105,376                    173,975                 167,322     171,987
         (43,986)                   (45,365)                  (116,589)               (109,799)   (114,528)
         43,922                     60,011                     57,386                  57,523      57,459
             0                          0                        (52)                   (198)       (151)
          (231)                       (352)                    (1,690)                 (2,772)     (2,838)
         48,546                     64,000                     67,656                  63,983      64,393
           9.34                      12.31                      13.40                  12.79       12.87
         57,203                     20,801                     83,319                  37,520      37,520




            45                         45                         41                     41          37
            33                         32                         49                     39          46
            70                         67                         66                     50          55
           0.55                      4.37*                       0.99                   0.78        0.46
         5.85%                     35.17%*                      7.37%                  6.08%       3.58%
         23.16%                    113.19%*                    26.60%                 15.04%      14.55%




* Inclusive of gain on disposal of Electronic Components business of $27.4 million.


                                                                                                     ACHIEVA LIMITED
                                                                                                    Annual Report 2009   05
       Board of Directors
                          Lew Syn Pau
                          Chairman (Non Executive) and Independent Director
                          Lew Syn Pau was appointed as the Chairman (Non Executive) in February 2009. He
                          has been an independent director of Achieva Limited since April 2000. He sits on the
                          boards of other listed companies, Carriernet Global Ltd, Food Empire Holdings Ltd,
                          Golden-Agri Resources Ltd, Lafe Corporation Ltd, Poh Tiong Choon Logistics Ltd and
                          RSH Limited.

                          Mr Lew was previously the General Manager of NTUC Pasir Ris Resort, Managing
                          Director of NTUC Comfort, Executive Director of NTUC Fairprice, Assistant Secretary
                          General of the NTUC before becoming the General Manager and Senior Country Officer
                          of Banque Indosuez (subsequently renamed Credit Agricole Indosuez). He also held
                          positions as director in the bank’s wholly owned subsidiaries involved with private equity,
                          asset management and stock broking.

                          A Singapore Government scholar, Mr Lew began his career with the Singapore Civil
                          Service. He holds a Masters of Engineering from Cambridge University, UK and a
                          Masters in Business Administration from Stanford University, USA. He was a Member of
                          Parliament from 1988 to 2001.


                          Tony Ng Fook San
                          Chief Executive Officer and Executive Director
                          Tony Ng Fook San is the Chief Executive Officer and Executive Director of the Group. He
                          joined the Group on 1st May 2007 with the responsibilities for the overall management of
                          the Group. Mr Ng has over 30 years of experience in general management, manufacturing
                          management, sales management, engineering and quality assurance with the Infineon
                          and Siemens group of companies and General Electric Company. This included Board
                          Member and Group Vice president & General Manager of Communications Business
                          Group of Infineon Technologies AG Group, President and Managing Director of Infineon
                          Technologies Asia Pacific, VP Sales and Marketing in Osram Opto Semiconductors Asia
                          Pacific and VP sales in Infineon Technologies Asia Pacific.

                          Mr Ng graduated from the University of Malaya with an Honours Degree in Electrical
                          Engineering.

                          Arthur Tay Teng Guan
                          Executive Director and CEO Designate
                          Arthur Tay Teng Guan was appointed as a Non-Executive Director on 19th January 2010
                          and was made an Executive Director and Chief Executive Officer Designate on 7th March
                          2010. Mr Tay will assume the position of Chief Executive Officer on 1st May 2010.

                          Mr Arthur Tay is the Owner, Executive Chairman and CEO of the SUTL Group of companies,
                          a family-owned lifestyle products and services enterprise which has businesses across
                          Asia and which owns the ONE°15 Marina Club. Since 1997, he is an independent
                          director of Sing Investment & Finance Limited, a main-board listed company and sits on
                          its Audit Committee and Remuneration Committee.

                          Mr Tay has been active for many years in various grassroots and charity organizations. He
                          currently serves as Patron of Ayer Rajah-West Coast Citizens’ Consultative Committee
                          and Bukit Batok Citizens’ Consultative Committee and is also a member of Cashew
                          Citizens’ Consultative Committee. He is also the Vice President of the National Heart
                          Council.

                          Mr Tay holds a BSc-Business Administration degree from the University of San Francisco
                          and an MBA-Real Estate from Golden Gate University, USA.



06   ACHIEVA LIMITED
     Annual Report 2009
Ng Weng Sui Harry
Chief Financial Officer and Executive Director
Ng Weng Sui Harry joined the Group as the Chief Financial Officer on 13th
October 2008. As the Chief Financial Officer, he is responsible for the Group’s
financial management. Mr Ng has more than 30 years of accounting and financial
management experience, including as the Chief Financial Officer of Sunmoon Food
Company Limited and Eltech Electronics Limited, both of which are main board
listed companies.

He is a Fellow of the Institute of Certified Public Accountants of Singapore and a
Fellow of the Association of Chartered Certified Accountants (UK). He holds a MBA
and a Diploma in Marketing from The Chartered Institute of Marketing (UK).


Peter Tay Teng Hock
Non-Executive Director
Peter Tay Teng Hock was appointed as a Non-Executive Director on 19 January
2010. He is a shareholder and Executive Director of the SUTL Group of companies, a
family-owned lifestyle products and services enterprise which has businesses across
Asia. He has been with the SUTL Group for over 20 years and is responsible for
building projects, building management and logistics and warehouse management.
Recently, Mr Peter Tay was the project director for the development of ONE°15
Marina Club which is owned by SUTL Group.

Mr. Peter Tay graduated from Heriot-Watt University, Edinburgh, UK with a Bachelor
of Engineering Degree.


Chan Kum Tao
Non-Executive Director
Chan Kum Tao was appointed as a Non-Executive Director on 19 January 2010.
Currently, he is the Chief Financial Officer of the SUTL Group of companies, a
lifestyle products and services enterprise which has businesses across Asia. Prior
to joining SUTL Group, he was the Chief Financial Officer of A&P Coordinator Pte
Ltd and has held positions as financial controller and internal auditor within the Alfa
Laval Group.

Mr Chan is also the honorary treasurer of HCA Hospice Care, a charity
organisation.

He is a Fellow of the Association of Chartered Certified Accountants (UK) and a
Fellow of the Institute of Certified Public Accountants of Singapore.


Goh Kian Hwee
Independent Director
Goh Kian Hwee has been an independent director of Achieva Limited since April
2000. He also sits on the boards of listed companies, Hwa Hong Corporation
Limited and Hong Leong Asia Limited.

Mr Goh is a partner of Rajah & Tann LLP, a legal firm. He holds a LLB (Honours)
degree from the University of Singapore and has been a practicing lawyer since
1980.




                                                                         ACHIEVA LIMITED
                                                                        Annual Report 2009   07
       Key Executives’ Profile




       Danny Lim Kian Huat                                           Choo Kwang Bern
       Country Manager, Achieva Technology Pte Ltd                   Country Manager, Achieva Technology Philippines Pte Ltd

       Danny Lim is the Country Manager of Achieva Technology        Choo Kwang Bern has been with the Group since July
       Pte Ltd and he has been with the Company since June 2003.     1999. At present, he is the Country Manager of Achieva
       He is responsible for the sales and business development      Technology Philippines Pte Ltd, responsible for the product
       of the company.                                               and sales management. He is instrumental in establishing
                                                                     and growing our business in the Philippines since 1999.
       Prior to joining Achieva Technology Pte Ltd, he was the
       Sales Manager of a local leading PC Manufacturer. Mr Lim      Previously, Mr Choo worked for Powermatic Distribution Pte
       holds a Diploma in Sales & Marketing.                         Ltd and Digiland Singapore Pte Ltd as the Product Manager
                                                                     promoting Seagate and IBM hard disk drives in the Asia
                                                                     Pacific region. He holds a Diploma in Sales & Marketing.
       Elvin Tan Teow Koon
       Country Manager, EA Tech Pte Ltd

       Elvin Tan has been with the Group since May 2000. At          Wayne Wangsa Atmadja Kusuma
       present, he is the Country Manager for EA Tech Pte Ltd        Country Manager, Achieva Technology Indonesia Pte Ltd

       responsible for the company operation in Vietnam. He is       Wayne Kusuma has been with the Group for over 10 years
       also the WD Regional Product Manager for the Group.           of which 9 years were spent as the Country Manager for
                                                                     Indonesia. He is responsible for the operations and business
       He has more than 20 years experience in the regional IT       development of Indonesian operations. At present, he is the
       business. Before joining the Group, he was based in a         Country Manager for Indonesia. Before joining Achieva, he
       Taiwan listed company as a Regional Product Business          was a Senior Product Marketing with ST Microelectronics
       Director, responsible for its Asia and Middle East            Ltd, responsible for promoting micro-controller devices in
       subsidiaries’ business growth. Prior to this, he was with a   the Asia Pacific region. Prior to this, he was with Ingram
       Singapore listed company as a Regional Sales Manager,         Micro Asia Ltd as a Technical Marketing Executive in charge
       responsible for the product sales in Asia Pacific region.      of design and promotion of anologue devices in the ASEAN
       He holds a Diploma in Marine Engineering and a Bachelor       region.
       Degree in Sales & Marketing.
                                                                     He graduated from the University of Wollongong in Australia
                                                                     with a Bachelor’s Degree in Computer Engineering.




08   ACHIEVA LIMITED
     Annual Report 2009
John Lu Hai Hao                                              Ooi Chee Eng
Country Manager, Achieva Technology Australia Pty Ltd        Group Finance Manager, Achieva Limited

John Lu is a director of Achieva Technology Australia Pty    Ooi Chee Eng joined Achieva Limited as the Group
Limited and has been with the company since July 1998. Mr    Finance Manager in November 2008. He is responsible for
Lu is currently the Country Manager for Achieva Technology   the system of internal control and financial accounting &
Australia Pty Ltd overseeing management and operations       reporting of the Group.
of the company.
                                                             Prior to joining the Company, Mr Ooi was the Group
Before joining Achieva, he was the Director of Electronics   Finance Manager of United Fiber System Ltd and the Group
Resources Australia Pty Ltd responsible for product          Accounting Manager of Sunmoon Food Company Limited.
management and sales marketing. Mr Lu holds a Diploma        He holds a Bachelor of Accountancy from the Nanyang
in Electronic Engineering.                                   Technological University.



Chan Pooi Leng
Managing Director, Achieva Technology Sdn Bhd

Chan Pooi Leng joined Achieva Technology Sdn Bhd as
the Managing Director on 27 April 2009. Prior to joining
this Company, she was a director of Future Electronics Pte
Ltd and was the South Asia Sales & Marketing Director of
Osram Opto Semiconductors Sdn Bhd and other Siemens
related companies for 16 years.


Miss Chan graduated from the Malaysian National University
with an honour degree in Microbiology




                                                                                                        ACHIEVA LIMITED
                                                                                                       Annual Report 2009   09
       Review of Operations


       In FY 2009, the Group had only one core           million compared with $16.1 million for
       business, PC Peripherals Business. In             FY2008. This represented a decrease of
       November 2009, a wholly-owned subsidiary          $2.6 million or 16.0%. The reduction of total
       of the Group exercised the right of termination   expenses was the results of continuing cost
       of a distributorship agreement with a major       reduction undertaken by the Group.
       supplier of PC Peripherals.


       The Group’s revenue for FY2009 was                The Group’s profit before tax was $2.6
       $224.0 million compared with $220.0 million       million for FY2009 compared with a loss
       for FY2008. This represented an increase of       of $5.9 million for FY2008. This was mainly
       $4.0 million or 2.0%. This was mainly due to      attributable to reversal of provisions of
       the improvement of the Asian economies.           $3.0 million which were no longer required
                                                         in FY2009. This was offset by a foreign
       The Group’s gross profit was $15.1 million         exchange loss of $1.6 million for FY2009,
       for FY2009 compared with $22.5 million            mainly due to a one-time foreign exchange
       for FY2008. The lower gross profit of $7.4         loss of $1.8 million on conversion of US
       million was due to lower gross profit margin       dollar fixed deposits to Singapore dollar to
       earned by the Group. The gross profit              pay interim dividends of $20.8 million in June
       margin for FY2009 was 6.7% compared               2009.
       with 10.2% for FY2008. The lower gross
       profit margin reflected the continual tough         Looking forward, the Group will continue
       market conditions, despite a turnaround of        to focus on the sales of higher margin
       the Asian economies.                              products.


       The total expenses (selling and administrative
       expenses) for FY2009 amounted to $13.5




10   ACHIEVA LIMITED
     Annual Report 2009
Corporate Information


BOARD OF DIRECTORS                 NOMINATING COMMITTEE                INTERNAL AUDITORS
Lew Syn Pau                        Goh Kian Hwee                       Ng Siew Quan
Chairman (Non Executive) and       Chairman
Independent Director                                                   PricewaterhouseCoopers LLP
                                   Lew Syn Pau
Tony Ng Fook San                   Member
                                                                       AUDITORS
Chief Executive Officer and
                                                                       Alfred Cheong Keng Chuan
Executive Director                 Arthur Tay Teng Guan
                                                                       Partner-in-charge (since 2007)
                                   Member
Arthur Tay Teng Guan
                                                                       Horwath First Trust LLP
Executive Director and
                                                                       Certified Public Accountants
Chief Executive Officer Designate   REMUNERATION COMMITTEE
                                                                       7 Temasek Boulevard
                                   Lew Syn Pau
                                                                       #11-01 Suntec Tower
Ng Weng Sui Harry                  Chairman
                                                                       Singapore 038987
Chief Financial Officer and
Executive Director                 Goh Kian Hwee
                                                                       PRINCIPAL BANKERS
                                   Member
Peter Tay Teng Hock                                                    UOB
Non-Executive Director                                                 OCBC
                                   Chan Kum Tao
                                                                       Citibank
                                   Member
Chan Kum Tao                                                           Maybank
Non- Executive Director                                                HSBC
                                   ISIN CODE
                                                                       DBS
                                   SG1I63883082
Goh Kian Hwee
Independent Director                                                   SHARE LISTING
                                   COMPANY SECRETARY
                                                                       The company’s shares are listed on the
                                   Adrian Chan Pengee
                                                                       Singapore Exchange Securities Trading
                                   Lee & Lee
REGISTERED OFFICE                                                      Limited (SGX-ST) Main Board since June
240 Macpherson Road #02-04                                             2000.
                                   SHARE REGISTRAR
Pines Industrial Building
                                   Boardroom Corporate &               GENERAL/INVESTOR RELATIONS
Singapore 348574
                                   Advisory Services Pte Ltd
Tel : (65) 6841 4898                                                   For further information about Achieva
Fax : (65) 6748 7219               50 Raffles Place, #32-01 Singapore   Limited, please contact the Secretariat
                                   Land Tower, Singapore 048623        at the Registered Office.
AUDIT COMMITTEE
Lew Syn Pau                        COMPANY REGISTERATION               Email: investor_relations@achieva.com.sg
Chairman                           (CR) NO.
                                   199307251M                          Website: www.achieva.com.sg
Goh Kian Hwee
Member

Chan Kum Tao
Member



                                                                                                  ACHIEVA LIMITED
                                                                                                 Annual Report 2009   11
       Financial Highlights

           REVENUE                                             SHAREHOLDERS’ EQUITY
           ($’000)                                             ($’000)
             611,377


                       596,860


                                 549,327


                                           345,134


                                                     224,045




                                                                64,393


                                                                         63,983


                                                                                  67,656


                                                                                           64,000


                                                                                                    48,546
             05        06        07        08        09         05       06       07       08       09




           PROFIT AFTER TAXATION                               GROSS PROFIT
           ($’000)                                             ($’000)
             1,846


                       4,010


                                 5,225


                                           22,579


                                                     2,721




                                                                37,178


                                                                         40,535


                                                                                  43,951


                                                                                           32,644


                                                                                                    15,082




             05        06        07        08*       09         05       06       07       08       09




12   ACHIEVA LIMITED
     Annual Report 2009
EARNING PER SHARE                                                            RETURN ON NET ASSETS
(cents)                                                                      (RONA %)
 0.46


           0.78


                      0.99


                                4.37


                                          0.55




                                                                              3.58


                                                                                        6.08


                                                                                                  7.37


                                                                                                            35.17


                                                                                                                      5.85
  05        06        07       08*        09                                   05        06        07       08*       09




RETURN ON WORKING CAPITAL                                                    CASH & CASH EQUIVALENTS
(ROWC %)                                                                     ($’000)
 14.55


           15.04


                      26.60


                                113.19


                                          23.16




                                                                               29,425


                                                                                         28,752


                                                                                                   37,561


                                                                                                             57,397


                                                                                                                      39,299




  05        06        07       08*        09                                   05        06        07        08       09



* Inclusive of gain on disposal of Electronic Components business of $27.4 million.




                                                                                                                           ACHIEVA LIMITED
                                                                                                                          Annual Report 2009   13
       Our Marketing Network
       and Offices
       Achieva Limited                             EA Tech Pte. Ltd.
       益启发有限公司                                     240 Macpherson Road, #02-04
       240 Macpherson Road, #02-04                 Pines Industrial Building
       Pines Industrial Building                   Singapore 348574
       Singapore 348574                            Telephone    : (65) 6749 5832
       Telephone    : (65) 6841 4898               Telefax      : (65) 6748 7219
       Telefax      : (65) 6748 7219               Email        : sales@eatech.com.sg
       Email        : apl_enquiry@achieva.com.sg   Website      : www.eatech.com.sg
       Website      : www.achieva.com.sg

                                                   Achieva Technology Indonesia Pte Ltd
       SINGAPORE                                   240 Macpherson Road, #02-04
       Achieva Investments Pte Ltd                 Pines Industrial Building
       240 Macpherson Road, #02-04                 Singapore 348574
       Pines Industrial Building                   Telephone    : (65) 6749 5832
       Singapore 348574                            Telefax      : (65) 6748 7219
       Telephone    : (65) 6841 4898               Email        : sales@achieva.com.sg
       Telefax      : (65) 6748 7219               Website      : www.achieva.com.sg
       Website      : www.achieva.com.sg

                                                   Achieva Technology Philippines Pte Ltd
       Achieva Investments (China) Pte Ltd         240 Macpherson Road, #02-04
       240 Macpherson Road, #02-04                 Pines Industrial Building
       Pines Industrial Building                   Singapore 348574
       Singapore 348574                            Telephone    : (65) 6749 5832
       Telephone    : (65) 6841 4898               Telefax      : (65) 6748 7219
       Telefax      : (65) 6748 7219               Email        : sales@achieva.com.sg
       Website      : www.achieva.com.sg           Website      : www.achieva.com.sg

       Achieva Technology Pte Ltd
       240 Macpherson Road, #02-04
       Pines Industrial Building
       Singapore 348574
       Telephone    : (65) 6749 5832
       Telefax      : (65) 6748 7219
       Email        : sales@achieva.com.sg
       Website      : www.achieva.com.sg




14   ACHIEVA LIMITED
     Annual Report 2009
MALAYSIA                                                       THE PHILIPPINES
Achieva Technology Sdn Bhd                                     Philippines Office
2.02, 2nd Floor, Wisma Academy, No 4A Jalan                    2nd Floor, Topy Main Building
19/1, 46300 Petaling Jaya, Selangor, Malaysia                  No. 3 Economia St. SW Section
Telephone   : (603) 7955 1768                                  Bagumbayan, Libis Quezon City
Telefax     : (603) 7955 1728
                                                               1100 Philippines
Email       : atsb@achieva.com.my
                                                               Telephone   : (63) 2636 8071
Website     : www.achieva.com.my
                                                               Telefax     : (63) 2636 6027
                                                               Email       : info@achieva.com.ph
Penang Office
                                                               Website     : www.achieva.com.ph
101-10-09, Menara Perdana, Jalan Gurdwara,
10300, Penang, Malaysia
Telephone   : (604) 2288 098                                   AUSTRALIA
Telefax     : (604) 2299 080                                   Achieva Technology Australia Pty. Ltd.
                                                               New South Wales, Unit 8, 5 Dunlop Street
Johor Office                                                    South Strathfield NSW 2136 Australia
Suite 13-02 (MailBox 242), Level 13, Menara Landmark, No.12,   Telephone   : (61) 2 9742 3288
Jalan Ngee Heng, 80000 Johor Bahru, Johor, Malaysia.           Telefax     : (61) 2 9742 3188
Telephone   : (607) 2222 161                                   Email       : john@achieva.com.au
Telefax     : (607) 2222 162                                   Website     : www.achieva.com.au
                                                                           : www.achievasurveillance.com.au
INDONESIA
Indonesia Office                                                Victoria
Jl. Mangga Dua Abdad                                           Unit 3, 585, Blackburn Road, Notting Hill
Blok B No. 16                                                  VIC 3168 Australia
Komplex Rukan Mangga Dua Elok                                  Telephone   : (61) 3 9561 9899
Jakarta Utara 10730, Indonesia                                 Telefax     : (61) 3 9561 5419
Telephone   : (62) 21 612 3612                                 Website     : www.achieva.com.au
Telefax     : (62) 21 612 3508
Email       : sales@atikom.co.id                               Queensland
Website     : www.atikom.co.id                                 Unit 9, 104, Newmarket Road, Windsor
                                                               QLD 4030 Australia
VIETNAM                                                        Telephone   : (61) 7 3857 5969
EA Tech Pte Ltd                                                Telefax     : (61) 7 3857 5419
37/8 Tran Dinh Xu, Quan 1,                                     Website     : www.achieva.com.au
Thanh pho Ho Chi Minh,
Vietnam                                                        Western Australia
Telephone   : (84) 8 2211 0176                                 Unit 1, 7 King Edward Road, Osborne Park
Telefax     : (84) 8 3920 8643                                 WA 6017 Australia
Email       : enquiry@eatech.com.sg                            Telephone   : (61) 8 9204 2388
Website     : www.eatech.com.vn                                Telefax     : (61) 8 9204 5388
                                                               Website     : www.achieva.com.au




                                                                                                            ACHIEVA LIMITED
                                                                                                           Annual Report 2009   15
Financial Contents
17   Corporate Governance

25   Directors’ Report

29   Statement by Directors

30   Independent Auditors’ Report

32   Balance Sheets

33   Consolidated Statement of Comprehensive Income

34   Statements of Changes in Equity

37   Consolidated Statement of Cash Flows

41   Notes to The Financial Statements

87   Statistics of Shareholdings

88   Notice of Annual General Meeting

     Proxy Form
Corporate Governance
The Board of Directors (the “Board”) recognizes the importance of good corporate governance practices. This report
describes the Company’s corporate governance practices with references to the principles of the Code of Corporate
Governance 2005 (“the Code”).

(A) BOARD MATTERS

The Board’s conduct of 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 Management to
achieve this and the Management remains accountable to the Board

The Board is primarily responsible for setting corporate policy and overall strategy for the Company and has a direct
responsibility for decision making in respect of the following:

•      dealing with matters brought up by the Audit Committee, and in particular, the Company’s system of internal
       controls;
•      reviewing the operational and financial performance of the Company, including but not limited to approving
       announcements for the quarterly and full year financial results;
•      approving annual reports, addenda to annual reports and circulars;
•      approving the appointments and remuneration of directors; and
•      reviewing corporate governance processes and practices within the Group.


In discharging these responsibilities, the directors rely on, among other things, the Company’s officers and external
advisers.

Although specific guidelines have not been formulated to set forth the matters that require Board’s approval, the Board
in general, deals with matters such as the Group’s strategic direction and major investments, conflict of interest issues
relating to directors and substantial shareholders, major acquisitions and disposals of assets, dividend and other
distributions to shareholders and those transactions or matters which require the Board’s approval under the provisions
of the Listing Manual (the “Listing Manual”) of the Singapore Exchange Securities Trading Limited (“SGX-ST”) or any
applicable regulations and the law.

The functions of the Board are either carried out by the Board or delegated to various Committees established by
the Board. Each Committee has the authority to examine issues relevant to their terms of reference and to make
recommendations to the Board for action. The decision on major policies and matters lie with the Board.

The Board conducts regular scheduled meetings. Additional meetings are convened as and when circumstances
warrant. Notwithstanding the attendance of these meetings, the Board is of the view that the contribution of each
Director should not be focused only on his attendance at meetings of the Board and/or the Committees. A Director’s
contribution may also extend beyond the confines of the formal environment of such meetings, through the sharing of
views, advice, experience and strategic networking relationships which would further the interests of the Company.




                                                                                                        ACHIEVA LIMITED
                                                                                                       Annual Report 2009   17
     Corporate Governance
     The attendance of the Directors at Board and Board Committee meetings in 2009, as well as the number of such
     meetings, is disclosed in the table below.


                                                                                         Audit              Nominating         Remuneration
     Meetings                                                     Main Board           Committee            Committee           Committee
     No. of meetings held                                                5                    5                    4                   2
     Directors1
     Lew Syn Pau (Independent)                                           5                    5                    3                   2
     Ng Fook San (Executive)                                             5                    5                    4                   2
     Soh Eng Kuang (Non-Executive) 2                                     4                   NA                   NA                  NA
     Ng Weng Sui Harry (Executive)                                       5                   NA                   NA                  NA
     Goh Kian Hwee (Independent)                                         5                    5                    4                   2
     Lim Yong Choon (Executive) 3                                        0                    0                    0                   0

     Notes:
     1.       The list includes only persons who were Directors in FY2009. The list does not include Mr. Tay Teng Guan Arthur (Executive, effective
              7 March 2010), Mr. Tay Teng Hock (Non-Executive) and Mr. Chan Kum Tao (Non-Executive) who were appointed as Directors of the
              Company, with effect from 19 January 2010.
     2.       Mr. Soh Eng Kuang was designated as a Non-Executive Director with effect from 19 January 2010, and prior to that, he was an
              Executive Director.
     3.       Mr. Lim Yong Choon was involved in a car accident on 25 May 2008, and subsequently, he resigned as a Director with effect from 9
              December 2009.


     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, in particular, from Management. No individual or
     small group of individuals should be allowed to dominate the Board’s decision making.

     As at the date of this Annual Report, the Board of Directors has seven members, comprising two Independent Directors,
     two Non-Executive Directors and three Executive Directors. On 22 February 2010, it was announced that two of the
     Executive Directors will cease to be Directors immediately after 30 April 2010. Together, the Directors bring a wide range
     of business, legal and financial experience relevant to the Group.

     A brief description of the background of each Director is presented on pages 6 & 7 of this annual report.

     The Nominating Committee reviews annually the performance of members of the Board. It also reviews the independence
     of a director bearing in mind the Code’s definition of an ‘independent’ director and guidance as to relationships the
     existence of which would deem a director not to be independent. It should be noted that Mr Goh Kian Hwee is an
     independent director of the Company and a partner of a legal firm which renders professional legal services to the Group
     from time to time. Nevertheless, the Board (excluding Mr Goh in respect of the deliberation of his own independence)
     has considered Mr Goh to be independent as he is capable of maintaining his objectivity and independence at all times
     in the carrying out of his duties and responsibilities as an Independent Director.




     ACHIEVA LIMITED
18   Annual Report 2009
Corporate Governance
Chairman and Chief Executive Officer

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

Mr. Lew Syn Pau is the Chairman (Non Executive). Mr. Ng Fook San is the Chief Executive Officer (“CEO”), and his
service contract will be expiring after 30 April 2010. Mr. Tay Teng Guan Arthur has been appointed to take over and has
been appointed as Chief Executive Officer Designate with effect from 7 March 2010.

The Chairman provides leadership to the Board. He holds the casting vote and sets the meeting agenda in close
consultation with the Board. The Chairman assumes the lead role in overseeing the corporate governance processes.

The CEO is responsible for the day-to-day management of the affairs of the Group. He also executes the strategic plans
set out by the Board and ensures that the Directors are kept updated and informed of the Group’s business through
management reports.

The Group’s business is conducted by its employees, managers and corporate officers led by the CEO, with oversight
from the Board. The Board works with the CEO to elect/appoint other officers who are charged with managing the
businesses of the Group. The CEO has the responsibility of overseeing and directing the officers to ensure that the
interests of the Company are served.

Board Membership and Performance

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

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

The Board has authority to fill vacancies on the Board and to nominate candidates for election by the shareholders. The
screening process is handled by the Nominating Committee (“NC”) with direct input from the other directors.

The NC comprises three members at the date of this report namely:

    Mr Goh Kian Hwee, Chairman of the NC (Independent Director)
    Mr Lew Syn Pau, Member of the NC (Independent Director)
    Mr Tay Teng Guan Arthur (Executive Director)

The NC’s key duties and responsibilities include the following:

•      making recommendations to the Board on new appointments to the Board in accordance with the Board’s criteria;
•      making recommendations to the Board on the re-nomination of retiring directors standing for re-election at the
       Company annual general meeting, having regard to the director’s contribution and performance;
•      determine annually whether or not a director is independent;
•      determining whether or not a director is able to and has been adequately carrying out his duties as a director of the
       Company, particularly when he has multiple board representations;
•      deciding how the Board’s performance may be evaluated; and
•      recommending for the Board’s implementation, a process for assessing the effectiveness of the board as a whole and
       for assessing the contribution of each individual director to the effectiveness of the Board.



                                                                                                            ACHIEVA LIMITED
                                                                                                           Annual Report 2009   19
     Corporate Governance
     The Directors submit themselves for re-nomination or re-election at regular intervals of at least once every 3 years and
     the Company’s Articles of Association requires one third of the Directors for the time being (other than the Managing
     Director), or, if their number is not 3 or a multiple of 3, then the number nearest one-third, to retire from office at each
     Annual General Meeting of the Company. Retiring Directors are selected on the basis of those who have been longest
     in office since their last election, failing which they shall be selected by agreement or by lot.

     Directors are allowed to hold directorships in companies outside the Group. The Board and the NC are of the view that
     the current level of multiple board representations by the directors does not hinder their ability to carry out their duties
     as directors of the Company.

     The Board is of the view that the current size of the Board is adequate and appropriate after taking into account the size
     of the Group and the costs involved.

     The NC assesses and makes recommendations to the Board as to whether the retiring directors are suitable for re-
     election/ re-appointment in consultation with the Chairman and CEO. The NC assesses the Board after taking into account
     the level of participation and contribution of individual Directors towards the Board’s effectiveness and competence, as
     well as the results of a self-assessment process that requires each Director to submit an assessment of the performance
     of the Board and of individual Directors for the financial year under review.

     Access to Information

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

     Information and data relating to matters to be covered at a Board meeting are usually distributed to the directors before
     the meeting for their deliberation. On an on-going basis, the Directors have complete access to the Company’s senior
     management and the Company Secretary should they have any queries or require additional information on the affairs
     of the Company and the Group.

     Currently, there is no formal procedure for the Directors to take independent and professional advice to discharge their
     duties. However, subject to prior approval of the Board and on a case-to-case basis, the Board and its committees may
     seek legal, financial or other expert advice from any source independent of management in furtherance of their duties
     and in the event that circumstances warrant the same.


     (B) REMUNERATION MATTERS

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

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

     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 company’s annual report. It should provide
     disclosure in relation to its remuneration policies to enable investors to understand the link between
     remuneration paid to directors and key executives, and performance.




     ACHIEVA LIMITED
20   Annual Report 2009
Corporate Governance
The members of the Remuneration Committee (“RC”) are:

      Mr Lew Syn Pau, Chairman of the RC (Independent Director)
      Mr Goh Kian Hwee, Member of the RC (Independent Director)
      Mr Chan Kum Tao, Member of the RC (Non-Executive Director)

The RC’s duties and responsibilities include recommending to the Board a framework of remuneration for the Board
members and key executives and the specific remuneration package for each executive Director and the CEO.

In setting remuneration packages, the RC takes into account the performance of the Group, as well as individual directors
and key executives, aligning their interests with those of shareholders, and linking rewards to corporate and individual
performance. The RC also considers the remuneration package and employment conditions within the industry and in
comparable companies. No Director is involved in deciding his own remuneration.

Executive Directors do not receive Director’s fees. The Independent Directors are paid Director’s fees, subject to
approval at the AGM. The RC recommends to the Board Directors’ fees that are appropriate to the level of contribution,
taking into account factors such as effort and time spent, responsibilities of Directors and comparison of Independent
Directors’ fees of companies with a similar scale of operation and industry.

The Company had put in place a share option scheme approved by shareholders on 31 May 2001. Under this scheme,
the number of shares in respect of which options may be granted shall be determined at the discretion of the Share
Option Scheme Committee who shall take into account, inter alia, the seniority, level of responsibility, years of service,
performance evaluation and potential for development of the employee. Details of the Achieva Limited Share Option
Scheme are set out in the Directors’ Report on pages 26 & 27 of this annual report.

The breakdown (in percentage term) of the remuneration for FY 2009, of Directors of the Company and the top 5 key
executives who are not also Directors is set out as below:

                                                     Variable or
                                                    performance
Remuneration band &                Base/fixed      related income/
name of Directors                    salary            bonus              Fees             Others             Total
                                        %                 %                 %                 %                 %
$750,000- $1,000,000
Ng Fook San                            34                57                 -                 9                100


$500,000- $750,000
Nil


$250,000 - $500,000
Soh Eng Kuang                          68                25                 -                 7                100


$250,000 and below
Ng Weng Sui Harry                      82                10                 -                 8                100
Lim Yong Choon                          -                96                 -                 4                100
Lew Syn Pau                             -                 -                100                -                100
Goh Kian Hwee                           -                 -                100                -                100




                                                                                                          ACHIEVA LIMITED
                                                                                                         Annual Report 2009   21
     Corporate Governance
                                                          Variable or
     Remuneration band &                                 performance
     Name of Top Five                   Base/fixed      related income/
     Executives                           salary            bonus              Fees             Others              Total
                                             %                 %                 %                 %                 %
     $250,000 -$500,000
     Lim Kian Huat Danny                     33                56                 -                11               100
     John Lu Hai Hao                         77                13                 -                10               100


     $250,000 and below
     Tan Teow Koon Elvin                     57                31                 -                12               100
     Choo Kwang Bern                         77                11                 -                12               100
     Wayne Wangsa Atmadja
     Kusuma                                  77                11                 -                12               100

     During the financial year, the Company and its related companies did not employ any immediate family members of any
     Director or the CEO.


     (C) ACCOUNTABILITY AND AUDIT

     Accountability

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

     The Board is responsible for providing a balanced and understandable assessment of the Group’s performance,
     position and prospects, including interim and other price sensitive public reports and reports to regulators (if required).
     Further, the Company adopts a policy which welcomes Directors to request for further explanations, briefings or informal
     discussions on any aspects of the Group’s operations or business from senior management.

     Audit Committee

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

     The Audit Committee (“AC”) currently comprises three members, namely:

        Mr Lew Syn Pau, Chairman of the AC (Independent Director)
        Mr Goh Kian Hwee, Member of the AC (Independent Director)
        Mr Chan Kum Tao, Member of the AC (Non-Executive Director)




     ACHIEVA LIMITED
22   Annual Report 2009
Corporate Governance
The AC is authorized by the Board to investigate matters within its terms of reference. The responsibilities of the AC
include:

(a)    reviewing the overall scope of the external audit and its cost effectiveness;
(b)    reviewing the independence and objectivity of the external auditors, and audit fee;
(c)    reviewing the significant financial reporting issues and judgments and any formal announcements relating to the
       company’s financial performance;
(d)    reviewing the interim and annual financial statements and the quarterly and full year financial results
       announcements;
(e)    reviewing the effectiveness and adequacy of the internal audit function, operational and compliance controls;
(f)    reviewing the results of their examination of the Group’s system of internal accounting controls;
(g)    making recommendations to the Board on the appointment, re-appointment and removal of the external auditor,
       and approving the remuneration and terms of engagement of the external auditor;
(h)    reviewing any matters relating to suspected fraud or irregularity, or suspected infringement of any Singapore
       law, rule and regulation, of which the Committee is aware, which has or is likely to have a material impact on the
       Company’s or Group’s operating results and/or financial position, and the findings of any internal investigations,
       and management’s response thereto; and
(i)    reviewing Interested Persons Transactions (IPT).

During the financial year ended 31 December 2009 the AC held 5 meetings. The external auditors were in attendance
at two of these meetings, and the internal auditors were in attendance at one of the meetings.

The AC reviewed all non-audit services to the Group by the external auditors, and is satisfied that the nature and extent
of such services will not prejudice the independence and objectivity of the external auditors. The independence of the
external auditors is reviewed by the AC annually.

Internal Controls

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

The Management has in place a system of internal controls to safeguard shareholders’ investments and the assets of
the Group. It should be noted such systems are designed to manage rather than eliminate the risk of failure to achieve
business objective. It should be further noted that that no system of internal controls could provide absolute assurance
in this regard, or absolute assurance against the occurrence of material errors, poor judgment in decision-making,
human error, losses, fraud or other irregularities.

The Board has reviewed the effectiveness of the Group’s internal control systems and believes that the system of internal
controls is not inadequate to meet the needs of the Group in its current business environment.




                                                                                                            ACHIEVA LIMITED
                                                                                                           Annual Report 2009   23
     Corporate Governance
     Internal Audit

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

     To ensure that the Management maintains a sound system of internal controls to safeguard the shareholders’ investments
     and the Company’s assets, the Company has engaged PricewaterhouseCoopers LLP to conduct an internal audit on
     selected processes for two entities in the year 2009.

     Non-compliance and internal control weaknesses noted during internal audits and the recommendations thereof are
     reported to the AC as part of the review of the Group’s internal control system.

     Internal audit reports primarily to the AC Chairman. To ensure the adequacy of the internal audit function, the AC reviews
     the scope of the Internal Audit on an annual basis.

     The AC and the Board are satisfied that there is adequate internal controls in the Group.


     (D) COMMUNICATIONS WITH SHAREHOLDERS

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

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

     The Company holds analysts’ and media briefings upon the release of its half-year and full year results. The CEO
     and the Corporate Finance team communicate regularly with analysts, bankers and the press to disseminate material
     information to ensure that information and updates are disclosed to the market in a timely manner and on a non-selective
     basis. Achieva Limited has a corporate website http://www.achieva.com.sg where corporate news, announcements
     and press releases are posted.

     All shareholders of the Company receive a copy of the annual report and notice of the Company’s Annual General
     Meeting. The notice is also advertised in the newspaper and made available via timely SGXNET announcements.

     The Board, the Company Secretary, senior management and the Company’s external auditors were present and available
     to address questions at the Company’s Annual General Meeting held on 29 April 2009 .

     Interested Person Transactions

     For the financial year ended 31 December 2009, there were no interested party transactions entered into.

     Securities Transactions

     The Group has adopted and implemented an internal policy governing securities transactions by its officers and
     employees. Under the internal policy, officers and other employees are reminded that (i) officers should not deal in
     the Company’s securities on short term considerations and (ii) the Company and its officers should not deal in the
     Company’s securities during the period commencing two weeks before the announcement of the Company’s financial
     statements for each of the first three quarters of its financial year and one month before the announcement of the
     Company’s full year financial statements.




     ACHIEVA LIMITED
24   Annual Report 2009
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009



The directors present their report to the members together with the audited financial statements of Achieva Limited
(the “Company”) and its subsidiaries (the “Group”), the balance sheet and the statement of changes in equity of the
Company for the financial year ended 31 December 2009.


Directors

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

Lew Syn Pau
Ng Fook San                  (Tendered resignation, effective after 30 April 2010)
Tay Teng Guan Arthur         (Appointed on 19 January 2010)
Ng Weng Sui Harry            (Tendered resignation, effective after 30 April 2010)
Tay Teng Hock                (Appointed on 19 January 2010)
Chan Kum Tao                 (Appointed on 19 January 2010)
Goh Kian Hwee


Arrangements to enable directors to acquire benefits by means of the acquisition of shares and debentures

Except as disclosed under “Share options” in this report, neither at the end of nor at any time during the financial year
was the Company a party to any arrangement whose object, or one of whose objects, was to enable the directors of
the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other
body corporate.


Directors’ interests in shares or debentures

According to the register kept by the Company for the purposes of section 164 of the Singapore Companies Act, Cap
50, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the
Company or its related corporations (other than wholly-owned subsidiaries), except as follows:

                                  Shareholdings in which a director has a           Shareholdings in which a director
                                              direct interest                          is deemed to have an interest
                                 At 1 January                                  At 1 January
                                   2009 or                                       2009 or
                                    date of         At             At             date of           At             At
                                 appointment, 31 December 21 January           appointment, 31 December 21 January
                                    if later       2009          2010             if later        2009           2010
The Company
Ordinary shares
Lew Syn Pau                         140,000           140,000        140,000     1,000,000       1,000,000        1,000,000
Goh Kian Hwee                       140,000           140,000        140,000             -               -                -
Ng Weng Sui Harry                   100,000           100,000        100,000             -               -                -
Soh Eng Kuang                    19,216,825                 -              -             -               -                -

Options to subscribe for the Company’s ordinary shares
Lew Syn Pau                     300,000     300,000      300,000                           -               -                -
Goh Kian Hwee                   300,000     300,000      300,000                           -               -                -
Ng Fook San                   5,000,000   5,000,000    5,000,000                           -               -                -
Soh Eng Kuang                   536,951           -            -                           -               -                -




                                                                                                            ACHIEVA LIMITED
                                                                                                           Annual Report 2009   25
     Directors’ Report
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009



     Directors’ contractual benefits and material contract

     Except as disclosed in the financial statements, since the end of the previous financial year, no director of the Company
     has received or become entitled to receive a benefit by reason of a contract made by the Company or a related
     corporation with the director, or with a firm of which the director is a member, or with a company in which the director
     has a substantial financial interest.

     There were no material contract entered into between the Company and its subsidiaries involving the interests of the
     chief executive officer, each director or controlling shareholder, either still subsisting at the end of the financial year or if
     not then subsisting, entered into since the end of the previous financial year.


     Share options

     The Achieva Limited Share Option Scheme (“SOS”) for the employees of the Group and the non-executive directors
     of the Company was approved by the members of the Company at an Extraordinary General Meeting held on 31 May
     2001. Pursuant to the SOS, all the options granted will have an exercise period of 5 years for non-executive directors
     and 10 years for all employees from the date of the grant. The exercise price is at:

     •       a price which is equivalent to the market price (as determined under the rules of the SOS) or the nominal value
             of the shares, whichever is greater; or
     •       a price which is set at a discount to the market price (as determined under the rules of the SOS), or the nominal
             value of the shares, whichever is greater, provided that the maximum discount shall not exceed 20% of the
             market price.

     The options will vest between one to two years after the date of grant.

     The SOS is administered by the Share Option Scheme Committee comprising the following members:

     Lew Syn Pau           (Chairman)
     Goh Kian Hwee         (Member)
     Chan Kum Tao          (Member)

     Under the Scheme, options to subscribe for 6,188,000 (2008: 12,759,951) unissued shares in the Company were
     outstanding as at 31 December 2009:

                                        Issued
          Date of     Balance at       during the       Expired/                       Balance at       Exercise
           grant       1/1/2009          year          Cancelled       Exercised       31/12/2009        Price*        Expiry date

         18.10.2001    2,288,000            -          (2,000,000)           -           288,000          $0.033       18.10.2011
         28.06.2002      900,000            -            (900,000)           -                 -               -            -
         30.12.2002      100,000            -            (100,000)           -                 -               -            -
         04.06.2003    1,500,000            -          (1,500,000)           -                 -               -            -
         22.08.2003    1,471,951            -          (1,171,951)           -           300,000          $0.027       22.08.2013
         10.05.2004      900,000            -            (900,000)           -                 -               -              -
         07.08.2008    5,000,000            -                   -            -         5,000,000          $0.033       07.08.2018
         29.10.2008      600,000            -                   -            -           600,000          $0.024       29.10.2013
                      12,759,951            -          (6,571,951)           -         6,188,000

     * Exercise price have been revised during the current financial year as a result of declaration of interim dividend of
     S$0.04 for each of the ordinary shares in the capital of the Company.


     ACHIEVA LIMITED
26   Annual Report 2009
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009



Share options (continued)

These options do not entitle the holder to participate, by virtue of the options, in any share issue of any other corporation.

In respect of the persons who were directors and controlling shareholder or associates of the controlling shareholder
during the financial year under review, details of options granted and exercisable under the SOS are as follows:

                                                               Number of shares under option
                                         Balance           Granted                                              Balance
                                           as at            during         Total         Total                    as at
                                         1.1.2009          the year      granted       cancelled               31.12.2009
Controlling Shareholder and
Director

Lim Yong Choon                          3,300,000              -            3,300,000        (3,300,000)                  -

Directors

Lew Syn Pau                               300,000              -              300,000                 -           300,000
Goh Kian Hwee                             300,000              -              300,000                 -           300,000
Ng Fook San                             5,000,000              -            5,000,000                 -         5,000,000
Soh Eng Kuang                             536,951              -              536,951          (536,951)                -
                                                                                                                5,600,000

No participant under the SOS has received 5% or more of the total number of options available under the SOS,
excluding the directors and controlling shareholder listed above.

Except as disclosed above, during the financial year, there were:

-      no options granted by the Company or its subsidiaries to any person to take up unissued shares in the Company
       or its subsidiaries;
-      no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries;
       and
-      except as disclosed above, no unissued shares of the Company or its subsidiaries under option.

Audit Committee

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

Lew Syn Pau                  (Chairman)
Goh Kian Hwee                (Member)
Chan Kum Tao                 (Member)

The Audit Committee performs the functions specified by Section 201B of the Singapore Companies Act, Cap 50, the
Listing Manual of the Singapore Exchange Securities Trading Limited and the Code of Corporate Governance.

In performing those functions, the Audit Committee reviewed:

-      the scope and the results of internal audit procedures with the internal auditor;
-      the audit plan of the Company’s independent auditors and its report on the weaknesses of internal accounting
       controls arising from the statutory audit;


                                                                                                              ACHIEVA LIMITED
                                                                                                             Annual Report 2009   27
     Directors’ Report
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009



     Audit Committee (cont’d)

     -      the assistance given by the Company’s management to the independent auditors;
     -      the periodic results announcements prior to their submission to the Board for approval;
     -      the balance sheet and statement of changes in equity of the Company and the consolidated financial statements
            of the Group for the financial year ended 31 December 2009 prior to their submission to the Board of Directors,
            as well as the independent auditors’ report on the balance sheet and statement of changes in equity of the
            Company and the consolidated financial statements of the Group; and
     -      interested person transactions (as defined in Chapter 9 of the Listing Manual of the Singapore Exchange Securities
            Trading Limited).

     The Audit Committee has full access to management and is given the resources required for it to discharge its functions.
     It has full authority and discretion to invite any director or executive officer to attend its meetings.

     The Audit Committee convened five meetings during the year and has also met with the independent auditors, without
     the presence of the Company’s management, at least once a year.

     The Audit Committee has recommended to the Board of Directors that the independent auditors, Horwath First Trust
     LLP, be nominated for re-appointment at the forthcoming Annual General Meeting of the Company. The Audit Committee
     has conducted an annual review of non-audit services to satisfy itself that the nature and extent of such services will not
     prejudice the independence and objectivity of the independent auditors before confirming their re-nomination.

     Further details regarding the Audit Committee are disclosed in the Report on Corporate Governance.


     Independent auditors

     The independent auditors, Horwath First Trust LLP, have expressed their willingness to accept re-appointment as
     auditors of the Company.


     On behalf of the Board of Directors




     LEW SYN PAU                                              NG FOOK SAN
     Director                                                 Director


     Singapore
     24 March 2010




     ACHIEVA LIMITED
28   Annual Report 2009
Statement by Directors
In the opinion of the directors, the balance sheet and statement of changes in equity of the Company and the consolidated
financial statements of the Group as set out on pages 32 to 86 are drawn up so as to give a true and fair view of the
state of affairs of the Company and of the Group as at 31 December 2009 and of the results, changes in equity and
cash flows of the Group and the 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 as and when
they fall due.




On behalf of the Board of Directors




LEW SYN PAU                                             NG FOOK SAN
Director                                                Director


Singapore
24 March 2010




                                                                                                         ACHIEVA LIMITED
                                                                                                        Annual Report 2009   29
     Independent Auditors’ Report
     TO THE MEMBERS OF ACHIEVA LIMITED



     We have audited the accompanying financial statements of Achieva Limited (the “Company”) and its subsidiaries (the
     “Group”) set out on pages 32 to 86, which comprise the balance sheets of the Group and Company as at 31 December
     2009, the consolidated statement of comprehensive income, consolidated statement of cash flows and statement of
     changes in equity of the Group and the statement of changes in equity of the Company for the financial year then ended,
     and a summary of significant accounting policies and other explanatory notes.


     Management’s responsibility for the financial statements

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

     (a)    devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance
            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;

     (b)    selecting and applying appropriate accounting policies; and

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


     Auditors’ responsibility

     Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
     accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements
     and plan and perform the audit to obtain reasonable assurance as to 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 auditor’s judgment, 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 entity’s preparation and fair presentation of the financial statements in
     order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
     opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
     accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating
     the overall presentation of the financial statements.

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




     ACHIEVA LIMITED
30   Annual Report 2009
Independent Auditors’ Report
TO THE MEMBERS OF ACHIEVA LIMITED



Opinion

In our opinion:

(a)    the balance sheet and statement of changes in equity of the Company and the consolidated financial statements
       of the Group are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting
       Standards so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31
       December 2009, and of the results, changes in equity and cash flows of the Group and the changes in equity of
       the Company for the financial year then ended; and

(b)    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.




Horwath First Trust LLP
Public Accountants and
Certified Public Accountants


Singapore
24 March 2010




                                                                                                        ACHIEVA LIMITED
                                                                                                       Annual Report 2009   31
     Balance Sheets
     AS AT 31 DECEMBER 2009
     (Amounts in Singapore dollars)


                                                            Note                Group               Company
                                                                       2009             2008    2009      2008
                                                                       $’000            $’000   $’000     $’000
     Equity attributable to equity holders of the
      Company
     Share capital                                            3       23,298        23,298      23,298    23,298
     Reserves                                                 4       25,248        40,702      24,179    43,168
                                                                      48,546        64,000      47,477    66,466
     Minority interests                                                  231           352           -         -

     TOTAL EQUITY                                                     48,777        64,352      47,477    66,466

     Non-Current Assets
     Property, plant and equipment                           5            920             861      494       482
     Investment in subsidiaries                              6              -               -    6,952     8,279
     Investment in associated companies                      7          1,772           1,564        -         -
     Other investments                                       8             44              57        -         -
     Loans to subsidiaries                                   9              -               -    6,004     3,123
     Goodwill                                                10         1,022           1,049        -         -
     Deferred tax assets                                     11         1,097             810        -         -
                                                                        4,855           4,341   13,450    11,884

     Current Assets
     Inventories                                             12       26,204        24,618           -         -
     Trade and other receivables                             13       22,405        23,361          51     1,721
     Due from subsidiaries (non-trade)                       14            -             -       3,693     5,489
     Cash and bank balances                                  15       39,299        57,397      31,442    53,033
                                                                      87,908       105,376      35,186    60,243

     TOTAL ASSETS                                                     92,763       109,717      48,636    72,127

     Current Liabilities
     Trade and other payables                                16       25,835        24,424       1,091     5,593
     Trust receipts                                          17       18,039        20,830           -         -
     Income tax payable                                                  112           111          68        68
     TOTAL LIABILITIES                                                43,986        45,365       1,159     5,661

     NET ASSETS                                                       48,777        64,352      47,477    66,466




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




     ACHIEVA LIMITED
32   Annual Report 2009
Consolidated Statement of
Comprehensive Income
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


                                                                           Note            Group
                                                                                   2009              2008
                                                                                   $’000             $’000
Continuing operations
Revenue                                                                     18     224,045          219,706
Cost of sales                                                                     (208,963)        (197,239)
Gross profit                                                                        15,082           22,467

Other operating income                                                      19       3,787              1,315
Selling expenses                                                                    (6,467)            (7,001)
Administrative expenses                                                             (7,047)            (9,098)
Other operating expenses                                                    20        (306)          (10,373)
Profit/(Loss) from operations                                                        5,049             (2,690)
Finance expenses                                                            22      (2,485)            (2,915)
Share of results of associated companies                                                15               (304)

Profit/(Loss) before tax from continuing operations                                  2,579             (5,909)
Income tax credit/(expense)                                                 23        142               (352)

Profit/(Loss) from continuing operations                                             2,721             (6,261)

Discontinued operations
Profit from discontinued operations                                         24                 -     28,840

Profit for the year                                                          25      2,721            22,579

Other comprehensive income:
Currency translation difference                                                     2,236             (4,681)

Total comprehensive income for the year                                             4,957            17,898

Profit attributable to:
Equity holders of the Company                                                       2,840            22,506
Minority interests                                                                   (119)               73
                                                                                    2,721            22,579
Total comprehensive income attributable to:
Equity holders of the Company                                                       5,078            18,329
Minority interests                                                                   (121)             (431)
                                                                                    4,957            17,898
Earnings/(Loss) per share for profit/(loss) from continuing operations
  attributable to equity holders of the Company (cents)                     26
Basic                                                                                 0.55              (1.23)
Diluted                                                                               0.54              (1.21)

Earnings per share for profit from discontinued operations
  attributable to equity holders of the Company (cents)                     26
Basic                                                                                      -            5.60
Diluted                                                                                    -            5.53

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

                                                                                                ACHIEVA LIMITED
                                                                                               Annual Report 2009   33
34
                     Statements of Changes in Equity
                     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
                     (Amounts in Singapore dollars)




ACHIEVA LIMITED
Annual Report 2009
                                                                                Attributable to equity holders of the parent
                                                                                                                       Foreign
                                                                                          Share-based                  currency
                                                               Share          Capital    compensation Accumulated translation       Total     Minority    Total
                     Group                                     capital        reserve        reserve      profits       reserve   reserves   Interests   equity
                                                               $’000           $’000          $’000       $’000          $’000      $’000      $’000     $’000
                                                              (Note 3)       (Note 4)       (Note 4)                   (Note 4)

                     Balance as at 1.1.2008                    52,667            502           342      20,655         (6,510)    14,989       1,690     69,346

                     Total comprehensive income for the
                       year                                          -              -            -      22,506         (4,177)    18,329        (431)    17,898

                     Disposal of subsidiaries                       -           (502)            -            -        7,870        7,368          -       7,368
                     Share-based payment expense                    -              -            16            -            -           16          -          16
                     Capital reduction                        (31,201)             -             -            -            -            -          -     (31,201)
                     Shares issued to acquire entire equity
                       interest in subsidiaries                   907              -             -            -             -           -       (907)         -
                     Issuance of shares                           925              -             -            -             -           -          -        925

                     Balance as at 31.12.2008                  23,298              -           358      43,161         (2,817)    40,702         352     64,352




                     The accompanying notes are an integral part of the financial statements
                     Statements of Changes in Equity
                     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
                     (Amounts in Singapore dollars)


                                                                                      Attributable to equity holders of the parent
                                                                                                                      Foreign
                                                                                        Share-based                   currency
                                                                              Share    compensation Accumulated translation          Total     Minority    Total
                     Group                                                    Capital       reserve      profits       reserve     reserves   Interests   equity
                                                                              $’000          $’000       $’000          $’000        $’000      $’000     $’000
                                                                             (Note 3)      (Note 4)                   (Note 4)

                     Balance as at 1.1.2009                                   23,298            358     43,161        (2,817)      40,702         352     64,352

                     Total comprehensive income for the year                        -             -      2,840        2,238         5,078        (121)      4,957
                                                                                                                                                                -
                     Dividends (Note 27)                                            -             -    (20,800)           -       (20,800)          -     (20,800)
                     Share-based payment expense                                    -           149          -            -           149           -         149
                     Winding up of subsidiaries                                     -             -          -          119           119           -         119

                     Balance as at 31.12.2009                                 23,298            507     25,201          (460)      25,248         231     48,777




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




Annual Report 2009
 ACHIEVA LIMITED
35
     Statements of Changes in Equity
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)



                                                            Share-based
                                                Share      compensation Accumulated          Total     Total
     Company                                    capital        reserve  (loss)/profits     reserves   equity
                                                $’000           $’000       $’000            $’000    $’000
                                               (Note 3)       (Note 4)

     Balance as at 1.1.2008                    52,667             342            (4,135)    (3,793)   48,874

     Total comprehensive income for the
       year                                          -               -          46,945     46,945     46,945

     Share-based payment expense                    -              16                 -        16          16
     Capital reduction                        (31,201)              -                 -         -     (31,201)
     Shares issued to acquire entire equity
       interest in subsidiaries                   907                -                -          -       907
     Issuance of shares                           925                -                -          -       925

     Balance as at 31.12.2008                  23,298             358           42,810     43,168     66,466

     Balance as at 1.1.2009                    23,298             358           42,810     43,168     66,466

     Total comprehensive income for the
       year                                          -               -           1,662       1,662     1,662

     Share-based payment expense                     -            149                 -        149        149
     Dividends (Note 27)                             -              -           (20,800)   (20,800)   (20,800)

     Balance as at 31.12.2009                  23,298             507           23,672     24,179     47,477




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




     ACHIEVA LIMITED
36   Annual Report 2009
Consolidated Statement of
Cash Flows
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


                                                                           Note   2009             2008
                                                                                  $’000            $’000
Cash flows from operating activities
Profit/ (Loss) before tax
- Continuing operations                                                           2,579             (5,909)
- Discontinued operations                                                             -            30,059
                                                                                  2,579            24,150
Adjustments for:
 Allowance for doubtful trade receivables                                            306             1,877
 Depreciation of property, plant and equipment                                       248               488
 Gain on disposal of property, plant and equipment                                    (30)              (15)
 Gain on disposal of subsidiaries                                                       -         (27,415)
 Impairment loss on goodwill                                                            -            2,733
 Impairment loss on investment in associated companies                                  -            3,718
 Impairment loss on other investments                                                  13                 -
 Interest expense                                                                    753             1,766
 Interest income                                                                    (382)           (1,136)
 Reversal of accruals no longer required                                          (3,085)                 -
 Reversal of impairment on investment in associated companies                         (19)                -
 (Reversal of write-down of inventories)/Inventories written-down                   (186)            2,535
 Share-based payment expense                                                         149                 16
 Share of results of associated companies                                             (15)             304
 Surplus on winding up of subsidiaries                                                 47                 -
 Unrealised foreign exchange losses                                                2,430             2,893

Operating profit before working capital changes                                    2,808           11,914
 (Increase)/Decrease in inventories                                               (1,400)           2,921
 Decrease in trade and other receivables                                             653           17,972
 Increase/(Decrease) in trade and other payables                                   1,439          (20,911)

Cash generated from operations                                                    3,500            11,896
Interest paid                                                                      (753)            (1,766)
Interest received                                                                   382              1,136
Income taxes paid                                                                    (99)           (1,268)
Net cash from operating activities                                                3,030              9,998

Cash flows from investing activities
Proceeds from sale of property, plant and equipment                                   55               25
Disposal of subsidiaries                                                    A          -           51,733
Purchase of property, plant and equipment                                           (312)            (225)
Winding up of subsidiaries                                                  B         97                -
Net cash (used in)/ from investing activities                                       (160)          51,533




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



                                                                                              ACHIEVA LIMITED
                                                                                             Annual Report 2009   37
     Consolidated Statement of
     Cash Flows
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


                                                                                         Note       2009          2008
                                                                                                    $’000         $’000

     Cash flows from financing activities
     Payment of dividends to shareholders                                                          (20,800)             -
     Repayment of term loans                                                                             -        (11,115)
     Proceeds from issuance of shares of the Company pursuant to the employee
       share options schemes                                                                             -            925
     Capital reduction                                                                                   -        (31,201)
     Repayment of lease obligations                                                                      -             (64)
     Net cash used in financing activities                                                         (20,800)       (41,455)



     Net (decrease)/ increase in cash and cash equivalents                                         (17,930)       20,076
     Effect of exchange rate in cash and cash equivalents                                             (168)         (240)
     Cash and cash equivalents at beginning of year                                                 57,397        37,561

     Cash and cash equivalents at end of year                                          15           39,299        57,397


     Notes to Consolidated Statement of Cash Flows

     A.     Disposal of subsidiaries

            On 5 March 2008, the Company announced that it has entered into a sale & purchase agreement (“Sale Agreement”)
            with Arrow Electronics, Inc. and disposed of substantially all its interest in the electronic components business
            currently undertaken by Achieva Components Pte Ltd and its subsidiaries, Achieva Electronic Pte Ltd and its
            subsidiaries and Newtech Electronics Pte Ltd (“Sale Group”) for an aggregate consideration of USD51.5 million
            (or approximately $70.4 million). The transaction was completed on 4 July 2008 and the disposal consideration
            was fully settled in cash on 4 July 2008.

            The results from Sale Group are presented separately on the statement of comprehensive income as “discontinued
            operations” in respect of the discontinued electronic components business as disclosed in Note 24.




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




     ACHIEVA LIMITED
38   Annual Report 2009
Consolidated Statement of
Cash Flows
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


Notes to Consolidated Statement of Cash Flows (Continued)

A.   Disposal of subsidiaries (Continued)

     The cash flows effect on the assets and liabilities arising from disposal of the Sale Group were as follows:

                                                                                                            2008
                                                                                                            $’000

     Property, plant and equipment (Note 5)                                                                    186
     Inventories                                                                                            26,819
     Trade receivables                                                                                      33,525
     Other receivables, deposits and prepayments                                                               314
     Due from related companies                                                                              2,472
     Goodwill (Note 10)                                                                                        243
     Cash and bank balances                                                                                 13,745
     Deferred tax assets (Note 11)                                                                              64
     Total Assets                                                                                           77,368

     Trade payables                                                                                        (39,489)
     Provision for income tax                                                                                (1,897)
     Other payables and accruals                                                                             (4,368)
     Due to related companies                                                                                (4,638)
     Deferred tax liabilities (Note 11)                                                                        (411)
     Total liabilities                                                                                     (50,803)

     Net assets disposed                                                                                    26,565
     Transfer from translation reserves                                                                      7,870
     Transfer from capital reserve                                                                            (502)
     Incidental costs in respect of the disposal of subsidiaries                                             9,130
     Gain on disposal of subsidiaries, net of incidental costs                                              27,415

     Total consideration                                                                                    70,478
     Cash and cash equivalents of subsidiaries                                                             (13,745)
                                                                                                            56,733
     Less: Accrued incidental costs in respect of the disposal of subsidiaries                               (5,000)

     Net cash inflow on disposal of subsidiaries                                                             51,733




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




                                                                                                       ACHIEVA LIMITED
                                                                                                      Annual Report 2009   39
     Consolidated Statement of
     Cash Flows
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     Notes to Consolidated Statement of Cash Flows (Continued)

     B.     Winding-up of subsidiaries

            The subsidiaries, Achieva Technology Philippines Pte Ltd (“ATPPL”) and Astone Holding Pte Ltd (“AHPL”) were
            wound up during the financial year. The cash flows effect on the assets and liabilities arising from the winding-up
            of these subsidiaries were as follows:

                                                                                                                   2009
                                                                                                                   $’000

            Other receivables                                                                                           3
            Cash and bank balances                                                                                     97
            Total Assets                                                                                              100

            Trade payables                                                                                           (141)
            Other payables and accruals                                                                              (125)
            Total liabilities                                                                                        (266)

            Net assets disposed                                                                                      (166)
            Transfer from translation reserves                                                                        119
            Surplus on winding up of subsidiaries                                                                      47

            Proceed from winding up of subsidiaries                                                                     -
            Cash and cash equivalents of subsidiaries                                                                  97

            Net cash inflow on winding up of subsidiaries                                                               97




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




     ACHIEVA LIMITED
40   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


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


1.    GENERAL INFORMATION

      Achieva Limited is a limited liability company incorporated in Singapore and listed on the Main Board of the
      Singapore Exchange Securities Trading Limited. The address of the Company’s registered office and principal
      place of business is 240, Macpherson Road, #02-04, Pines Industrial Building, Singapore 348574.

      The principal activities of the Company are those of investment holding and provision of management services.
      The principal activities of the subsidiary companies are as disclosed in Note 6 to the financial statements. There
      have been no significant changes in the nature of these activities during the financial year.

      The balance sheet and statement of changes in equity of the Company and the consolidated financial statements
      of the Group for the financial year ended 31 December 2009 were authorised for issue by the Board of Directors
      on 24 March 2010.


2.    SIGNIFICANT ACCOUNTING POLICIES

      Basis of preparation

      The financial statements are prepared in accordance with the historical cost convention, except as disclosed in
      the accounting policies below and are drawn up in accordance with the provisions of the Singapore Companies
      Act, Cap. 50 and the Singapore Financial Reporting Standards (“FRS”).

      The financial statements are presented in Singapore dollars and all values are rounded to the nearest thousands
      ($’000) as indicated.

      The preparation of the financial statements in conformity with FRS requires management to exercise its judgement
      in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting
      estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
      statements, and the reported amounts of revenues and expenses during the financial year. Although these
      estimates are based on management’s best knowledge of current events and actions, actual results may ultimately
      differ from those estimates. Critical accounting estimates and assumptions used that are significant to the financial
      statements and areas involving a higher degree of judgement or complexity, are disclosed in this Note.

      Adoption of new and revised standards

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

      (a)    FRS 1 (revised) Presentation of financial statements

             The revised standard prohibits the presentation of items of income and expenses (that is, “non-owner
             changes in equity”) in the statement of changes in equity. All non-owner changes in equity are shown
             in a performance statement but entities can choose whether to present one performance statement
             (the “statement of comprehensive income”) or two statements (the income statement and statement
             of comprehensive income). The Group has chosen to adopt the former alternative. In addition, where
             comparative information is restated or reclassified, a restated balance sheet is required to be presented as
             at the beginning comparative period. There is no restatement of the balance sheet as at 1 January 2009
             in the current financial year.


                                                                                                           ACHIEVA LIMITED
                                                                                                          Annual Report 2009   41
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Adoption of new and revised standards (Continued)

            (b)     Amendments to FRS 107 Improving disclosures about financial statements

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

            (c)     FRS 108 Operating segments

                    This replaces FRS 14 Segment reporting, and requires a ‘management approach’ under which segment
                    information is presented on the same basis as that used for internal reporting purposes. This has resulted
                    in an increase in the number of reportable segments presented. Segment revenue, segment profits and
                    segment assets are also measured on a basis that is consistent with internal reporting.

                    FRS 108 requires disclosure of information about the Group’s operating segments and replaces the
                    requirement to determine primary and secondary reporting segments of the Group. The Group determined
                    that the reportable operating segments are the same as the business segments previously identified under
                    FRS 14 Segment Reporting.

            New accounting standards and FRS interpretations

            Certain new standards, amendments and interpretations to existing standards have been published as of the
            balance sheet date and are mandatory for the Group’s accounting periods beginning on or after 1 January 2010
            or later periods and which the Group has not early adopted.

                                                                                                          Effective for annual
                                                                                                          periods beginning
            Description                                                                                       on or after

            Amendments to FRS 27 Consolidated and Separate Financial Statements                               1 July 2009
            Amendments FRS 39 Financial Instruments: Recognition and Measurement - Eligible                   1 July 2009
              Hedged Items
            Revised FRS 103 Business Combinations                                                             1 July 2009
            Amendments to FRS 105 Non-current Assets Held-for-sale and Discontinued Operations                1 July 2009
            INT FRS 117 Distributions of Non-cash Assets to Owners                                            1 July 2009
            INT FRS 118 Transfer of Assets to Customers                                                       1 July 2009

            Improvements to FRS issued in 2009
            - Amendments to FRS 38 Intangible Assets                                                          1 July 2009
            - Amendments to FRS 102 Share-based Payment                                                       1 July 2009
            - Amendments to FRS 108 Operating Segments                                                        1 July 2009
            - Amendments to INT FRS 109 Reassessment of Embedded Derivatives                                  1 July 2009
            - Amendments to INT FRS 116 Hedges of a Net Investment in a Foreign Operation                     1 July 2009
            - Amendments to FRS 1 Presentation of Financial Statements                                      1 January 2010
            - Amendments to FRS 7 Statement of Cash Flows                                                   1 January 2010
            - Amendments to FRS 17 Leases                                                                   1 January 2010
            - Amendments to FRS 36 Impairment of Assets                                                     1 January 2010
            - FRS 39 Financial Instruments: Recognition and Measurement                                     1 January 2010
            - Amendments to FRS 105 Non-current Assets Held for Sale and Discontinued                       1 January 2010
              Operations
            - Amendments to FRS 108 Operating Segments                                                      1 January 2010



     ACHIEVA LIMITED
42   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     New accounting standards and FRS interpretations (Continued)

     The Group’s assessment of the impact of adopting those standards, amendments and interpretations that are
     relevant to the Group is set out below:

     (a)    FRS 27 (revised) Consolidated and Separate Financial Statements

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

     (b)    FRS 103 (revised) Business Combinations

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

            Other than the above, the adoption of the other standards and interpretations will have no material impact
            on the Financial Statements in the period of initial application.

     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 acquisition of a subsidiary is accounted for using the purchase method. Under the purchase method of
     accounting, the cost of business combination is measured at the aggregate of fair values at the date of exchange,
     of assets given, liabilities incurred or assumed, and equity instruments issued plus any costs directly attributable
     to the business combination.

     At the acquisition date, the cost of business combination is allocated to identifiable assets, liabilities and contingent
     liabilities in the business combination which are measured initially at their fair values at the acquisition date. The
     excess of the cost of business combination over the Group’s interest in the net fair value of the identifiable assets,
     liabilities and contingent liabilities is recognised as goodwill. If the cost of business combination is less than the
     interest in the net fair value of the identifiable assets, liabilities and contingent liabilities, the Group will:

     (a)    reassess the identification and measurement of the acquiree’s identifiable assets, liabilities and contingent
            liabilities and the measurement of the cost of the combination; and

     (b)    recognise immediately in profit or loss any excess remaining after that reassessment.




                                                                                                             ACHIEVA LIMITED
                                                                                                            Annual Report 2009   43
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Basis of consolidation (Continued)

            The results of subsidiaries are consolidated from the date on which control is transferred to the Group and de-
            consolidated from the date on which control ceases. All intercompany balances, transactions and unrealised
            profits on intercompany transactions are eliminated on consolidation. Unrealised losses are eliminated but are
            considered an impairment indicator of the asset transferred. Where necessary, adjustments are made to the
            financial statements of subsidiaries to bring their accounting policies in line with those adopted by the Group.

            The gain or loss on disposal of a subsidiary, which is the difference between the net disposal proceeds and
            the Group’s share of its net assets as of the date of disposal including the carrying amount of goodwill and the
            cumulative amount of any exchange difference that relate to the subsidiary, is recognised in the consolidated
            statement of comprehensive income.

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

            In the Company’s financial statements, investments in subsidiaries and associates are carried at cost less any
            impairment in net recoverable value that has been recognised in the statement of comprehensive income. On
            disposal of investments in subsidiaries and associates, the differences between net disposal proceeds and the
            carrying amount of the investments is taken to the statement of comprehensive income.

            Subsidiaries

            Subsidiaries are entities, over which the Group, directly or indirectly, holds more than half of the issued share
            capital, or controls more than half of the voting power, or controls the composition of the board of directors.
            The existence and effect of potential voting rights that are currently exercisable are considered when assessing
            whether the Group controls another entity.

            Associates

            An associate is an entity over which the Group has an interest of not less than 20% of the equity and in whose
            financial and operating policy decisions the Group exercises significant influence.

            The results and assets and liabilities of associates are incorporated in these financial statements using the equity
            method of accounting, except when the investment is classified as held for sale. Under the equity method,
            investments in associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition
            changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual
            investments. Losses of an associate in excess of the Group’s interest in that associate (which includes any long-
            term interests that, in substance, form part of the Group’s net investment in the associate) are not recognised.




     ACHIEVA LIMITED
44   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Associates (Continued)

     Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities
     and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The
     goodwill is included within the carrying amount of the investment and is assessed for impairment as part of the
     investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent
     liabilities over the cost of acquisition, after reassessment, is recognised immediately in the consolidated statement
     of comprehensive income.

     The most recent available financial statements of the associated companies are used by the Group in applying
     the equity method of accounting. Where the dates of the audited financial statements used are not co-terminus
     with those of the Group, the share of results is arrived at from the last audited financial statements available
     and un-audited management financial statements to the end of the accounting period. Consistent accounting
     policies are applied for like transactions and events in similar circumstances.

     Where a Group entity transacts with an associate of the Group, unrealised profits and losses are eliminated to the
     extent of the Group’s interest in the relevant associate.

     Related parties

     Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party, or
     exercise significant influence over the other party in making financial and operating decisions. Parties are also
     considered to be related if they are subject to common control or common significant influence. Related parties
     may be individuals or corporate entities.

     Property, plant and equipment

     All items of property, plant and equipment are initially recorded at cost. The cost of the asset comprises its purchase
     price and any directly attributable cost of bringing the asset to its working condition and location for its intended use.
     Subsequent costs are included in the asset’s carrying amount or recognised as separate asset, as appropriate, only
     when the cost is incurred and it is probable that the future economic benefits associated with the item will flow to
     the Group and the cost of the item can be measured reliably. The cost of the day-to-day servicing of property, plant
     and equipment is recognised in the statement of comprehensive income as incurred.

     After initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and any
     accumulated impairment loss.

     Property, plant and equipment are depreciated using the straight-line method to write-off the cost of the assets less
     estimated residual value over their estimated useful lives. The estimated useful lives have been taken as follows: -

                                                               Useful lives (Years)
     Office equipment, computer, furniture and fittings              2-5
     Motor vehicles                                                     5
     Renovation                                                      3-5
     Freehold property                                                100
     Machinery and tools                                             3-5

     The residual value, useful life and depreciation method are reviewed annually to ensure that the amount, the
     method and period of depreciation are consistent with the expected pattern of economic benefits from items of
     property, plant and equipment.


                                                                                                              ACHIEVA LIMITED
                                                                                                             Annual Report 2009   45
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Property, plant and equipment (Continued)

            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 the statement
            of comprehensive income. Fully depreciated assets are retained in the financial statements until they are no
            longer in use.

            Impairment of non-financial assets, excluding goodwill

            An assessment is made at each balance sheet date of whether there is any indication of impairment of any asset,
            or whether there is any indication that an impairment loss previously recognised for an asset in prior years may
            no longer exist or may have decreased. If any such indication exists, the asset’s recoverable amount is estimated.
            An asset’s recoverable amount is calculated as the higher of the asset’s value in use or its fair value less costs to
            sell. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of
            an asset and from its disposal at the end of its useful life.

            An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. An
            impairment loss is charged to statement of comprehensive income in the period in which it arises, unless the
            relevant asset is carried at a revalued amount in which case the impairment loss is treated as a revaluation
            decrease.

            A previously recognised impairment loss is reversed only if there has been a change in the estimates used to
            determine the recoverable amount of an asset, however not to an amount higher than the carrying amount that
            would have been determined (net of any depreciation) had no impairment loss been recognised for the asset in
            prior years.

            A reversal of an impairment loss is credited to statement of comprehensive income in the period in which it arises,
            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.

            Goodwill on consolidation

            Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the
            cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities
            and contingent liabilities recognised. After initial recognition, goodwill is measured at cost less accumulated
            impairment losses, if any.

            For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (“CGU”)
            expected to benefit from the synergies of the combination. CGU to which goodwill has been allocated are tested
            for impairment annually, or more frequently when there is an indication that the CGU may be impaired. If the
            recoverable amount of the CGU is less than the carrying amount of the CGU, the impairment loss is allocated
            first to reduce the carrying amount of any goodwill allocated to the CGU and then to the other assets of the unit
            on a pro-rata basis of the carrying amount of each asset in the CGU. An impairment loss recognised for goodwill
            is not reversed in subsequent periods.

            Financial assets

            Financial assets are recognised on the balance sheet when the Group becomes a party to the contractual
            provisions of the instrument.




     ACHIEVA LIMITED
46   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Financial assets (Continued)

     Financial assets are initially recognised at fair value plus, in the case of financial assets not at fair value through
     profit or loss, directly attributable transaction costs.

     Financial assets are derecognised when the contractual rights to the cash flows from the financial assets have
     expired or have been transferred. On derecognition of a financial asset in its entirety, the difference between
     the carrying amount and the sum of the consideration received and any cumulative gain or loss that has been
     recognised directly in equity is recognised in the statement of comprehensive income.

     All regular way purchases and sales of financial assets are recognised and derecognised on trade date basis
     where the purchase or sale of assets are under a contract whose terms require delivery of the assets within the
     timeframe established by the market concerned.

     The Group classifies its investments in financial assets in the following categories: financial assets at fair value
     through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets.
     The classification depends on the purpose for which the assets were acquired. Management determines the
     classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date,
     with the exception that the designation of financial assets at fair value through profit or loss is not revocable. As
     at the balance sheet date, the Group did not have any financial assets in the category financial assets at fair value
     through profit or loss and held-to-maturity investments.

     Loans and receivables

     Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
     quoted in an active market. They arise principally through the provision of goods and services to customers
     (trade receivables), but also incorporate other types of contractual monetary asset. Loans and receivables are
     initially recognised at fair value plus transaction costs. They are subsequently carried at amortised cost, where
     applicable, using the effective interest method. Loans and receivables include trade and other receivables and
     loan to subsidiary on the balance sheet.

     Available-for-sale financial assets

     Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified
     in any of the other categories. They are included in non-current assets unless management intends to dispose of
     the assets within 12 months after the balance sheet date.

     The Group classified its other investments as an available-for-sale financial asset. Investment in equity instruments
     that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are
     measured at cost less impairment loss.

     Impairment of financial assets

     The Group assess at each balance sheet date whether there is any objective evidence that a financial asset or
     group of financial assets is impaired and recognises the impairment loss when such evidence exists.




                                                                                                            ACHIEVA LIMITED
                                                                                                           Annual Report 2009   47
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


            2.      SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Impairment of financial assets (Continued)

            (i)     Financial assets carried at amortised cost

                    An impairment loss is recognised in profit or loss when there is objective evidence that the asset is
                    impaired, and is measured as the difference between the asset’s carrying amount and the present value
                    of estimated future cash flows discounted at the effective interest rate computed at initial recognition. The
                    carrying amount of the asset is reduced through the use of an allowance account.

                    Impairment losses are reversed in subsequent periods when an increase in the asset’s recoverable amount
                    can be related objectively to an event occurring after the impairment was recognised to the extent that
                    the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of
                    reversal is recognised in the statement of comprehensive income.

            (ii)    Available-for-sale financial assets

                    If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried
                    at fair value because of its fair value cannot be reliably measured, the amount of the loss is measured as
                    the difference between the asset’s carrying amount and the present value of estimated future cash flows
                    discounted at the current market rate of return for a similar financial asset. Such impairment losses are not
                    reversed in subsequent periods.

            Inventories

            Inventories are valued at the lower of cost and net realisable value. Cost is determined on a first-in, first-out basis.
            Net realisable value is the estimated normal selling price, less estimated costs necessary to make the sale.

            Cash and cash equivalents

            For the purpose of the consolidated cash flow statement, cash and cash equivalents comprises cash on hand,
            deposits with financial institutions and short term, highly liquid investments readily convertible to known amounts
            of cash and subject to an insignificant risk of changes in value.

            Trade and other payables

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

            Gains and losses are recognised in the statement of comprehensive income when the liabilities are derecognised
            as well as through the amortisation process.

            Borrowings

            Borrowings are initially recorded at fair value, net of transaction costs incurred and subsequently accounted for at
            amortised costs using the effective interest method. Borrowings which are due to be settled within twelve months
            after the balance sheet date are included in current borrowings in the balance sheet even though the original
            term was for a period longer than twelve months and an agreement to refinance, or to reschedule payments, on
            a long-term basis is completed after the balance sheet date and before the financial statements are authorised
            for issue. Other borrowings due to be settled more than twelve months after the balance sheet date are included
            in non-current borrowings in the balance sheet.


     ACHIEVA LIMITED
48   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Operating leases

     Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets
     are classified as operating leases. Operating lease payments are recognised as an expense in the statement of
     comprehensive income on a straight-line basis over the lease term.

     Provisions

     A provision is recognised when there is a present obligation, legal or constructive, as a result of a past event and
     it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation,
     and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed regularly and
     adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount
     of provision is the present value of the expenditures expected to be required to settle the obligation.

     Share capital

     Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are
     shown in equity as a deduction from the proceeds.

     Derivative financial instruments

     A derivative financial instrument is initially recognised at fair value on the contract date and is subsequently
     carried at its fair value. Changes in the fair value are recognised in the statement of comprehensive income.

     Revenue recognition

     Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the
     revenue can be reliably measured.

     (a)    Sale of goods

            Revenue is recognised upon the transfer of significant risk and rewards of ownership of the goods to the
            customers, which generally coincides with delivery and acceptance of the goods sold. Revenue is not
            recognised to the extent when there are significant uncertainties regarding recovery of the consideration
            due, associated costs or the possible return of goods.

     (b)    Interest income

            Interest income is recognised on a time proportion basis (using the effective interest method) unless
            collectibility is in doubt.

     (c)    Commission, Marketing fees and Management fees

            Commission, marketing fees and management fees are recognised on an accrual basis upon when
            services are rendered.

     (d)    Rental income

            Rental income is accounted for on a straight-line basis over the lease term.




                                                                                                          ACHIEVA LIMITED
                                                                                                         Annual Report 2009   49
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Borrowing costs

            Borrowing costs are recognised on a time-proportion basis in the statement of comprehensive income using the
            effective interest method.

            Employees’ benefits

            (a)     Defined contribution plan

                    The Group participates in the national pension schemes as defined by the laws of the countries in which
                    it has operations. In particular, the Singapore companies in the Group make contributions to the Central
                    Provident Fund (“CPF”) scheme, a defined contribution pension scheme. Contributions to national pension
                    schemes are recognised as an expense in the period in which the related service is performed.

            (b)     Employee leave entitlement

                    Employee entitlements to annual leave are recognised as a liability when they accrue to employees. The
                    estimated liability for leave is recognised for services rendered by employees up to balance sheet date.

            (c)     Employee share option plans

                    Certain employees of the Group receive remuneration in the form of share options as consideration for
                    services rendered (“equity-settled transactions”).

                    The cost of equity-settled transactions with employees is measured by reference to the fair value at
                    the date on which the share options are granted. At each balance sheet date, the Company revises its
                    estimates of the number of options that are expected to become exercisable. It recognises the impact of
                    the revision of original estimates to employee expense and corresponding adjustment to equity.

                    The cost of equity-settled transactions is recognised, together with a corresponding increase in the share-
                    based compensation reserve, over the period in which the service conditions are fulfilled, ending on
                    the date on which the relevant employees become fully entitled to the award (‘the vesting date’). The
                    cumulative expenses recognised for equity-settled transactions at each reporting date until the vesting
                    date reflects the extent to which the vesting period has expired and the Group’s best estimate of the
                    number of equity instruments that will ultimately vest. The profit and loss charge or credit for a period
                    represents the movement in cumulative expense recognised as at the beginning and end of that period.

                    The proceeds received net of any directly attributable transaction costs are credited to share capital when
                    the option are exercised.

            Jobs Credit Scheme

            Cash grants received from the government in relation to the Jobs Credit Scheme are recognised as an offset
            against staff costs.

            Income tax

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




     ACHIEVA LIMITED
50   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Income tax (Continued)

     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 Group’s 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 its subsidiaries operate by the balance sheet date.

     Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial
     statements and the corresponding tax base used in the computation of taxable profit, and are 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.

     Deferred tax liabilities are recognised for 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.

     The carrying amount of deferred tax assets is reviewed at each balance sheet date 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 tax rates and tax laws that have been enacted or substantively enacted by the balance
     sheet date. Deferred tax is charged or credited to statement of comprehensive income, except when it relates to
     items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

     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.

     Discontinued operations

     A discontinued operation is a component of an entity that either has been disposed of, or that is classified as held
     for sale and:

     (a)    represents a separate major line of business or geographical area of operations; or

     (b)    is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area
            of operations.

     Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be
     classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative
     statement of comprehensive income is restated as if the operation had been discontinued from the start of the
     comparative period.




                                                                                                               ACHIEVA LIMITED
                                                                                                              Annual Report 2009   51
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Functional and foreign currencies

            Functional currency and presentation currency

            The individual financial statements of each entity are 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 balance sheet and statement of change in equity of the Company are presented in Singapore
            dollars, which is the functional currency of the Company.

            Foreign currency transactions

            Transactions in foreign currencies are measured in the respective functional currencies of the Company and its
            subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating
            those ruling at transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated
            at the closing rate of exchange ruling at balance sheet date. Non-monetary items that are measured in terms of
            historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions.
            Non-monetary items measured at fair value in foreign currencies are translated using the exchange rates at the
            date when the fair value is determined.

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

            Foreign currency translation

            For the purpose of presenting the consolidated financial statements of the Group, the results and financial
            position of the Group’s foreign operations (including comparative) are translated into Singapore dollars, being the
            presentation currency, using the following procedures:

            •       Assets and liabilities for each balance sheet presented (including comparative) are translated at the closing
                    rate ruling at the balance sheet date;

            •       Income and expenses for each statement of comprehensive income (including comparative) are translated
                    at monthly average rates, which approximates the exchange rates at the dates of transactions; and

            •       Share capital is translated at historical rates.

            All resulting exchange differences are recognised in other comprehensive income.

            On consolidation, exchange differences arising from the translation of the net investment in foreign entity
            (including monetary items that, in substance, form part of the net investment in foreign entity), are taken to other
            comprehensive income and accumulated under foreign currency translation reserve in equity.

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




     ACHIEVA LIMITED
52   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Segment information

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

     Financial guarantees

     The Company has issued corporate guarantees to banks for bank borrowings of its subsidiaries. These guarantees
     are financial guarantee contracts as they require the Company to reimburse the banks if the subsidiaries fail to
     make principal or interest payments when due in accordance with the terms of their borrowings.

     Financial guarantee contracts are initially recognised at their fair values plus transactions costs in the Company’s
     balance sheet.

     Financial guarantee contracts are subsequently amortised to the statement of comprehensive income over the
     period of the subsidiaries’ borrowings, unless the Company has incurred an obligation to reimburse the bank for
     an amount higher than the unamortised amount. In this case, the financial guarantee contacts shall be carried at
     the expected amount payable to the bank.

     Contingencies

     A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence
     will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the
     control of the Group. Contingent liabilities and assets are not recognised on the balance sheet of the Group.

     Critical accounting estimates and judgements

     Estimates and judgements are continually evaluated and are based on historical experience and other factors,
     including expectations of future events that are believed to be reasonable under the circumstances. Actual results
     differ from these estimates.

     The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have
     a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
     financial year are discussed below.

     (a)    Deferred tax assets recognised by the Group

            The Group has recognised the deferred tax assets, arising from the unutilised tax losses. The realisation of
            these benefits is based on the assumptions and estimates that there are availability of future taxable profits.
            Should the final outcome of these assumptions and estimates be different from what was initially determined,
            this will impact the amount of tax charges to the consolidated statement of comprehensive income. The
            deferred tax assets recognised by the Group as at 31 December 2009 are disclosed in Note 11.




                                                                                                          ACHIEVA LIMITED
                                                                                                         Annual Report 2009   53
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Critical accounting estimates and judgments (Continued)

            (b)     Impairment of goodwill

                    The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimate
                    of the value in use of the CGU to which goodwill is allocated. In estimating the value in use, the Group
                    makes an estimate of the expected future cash flows from the CGU and also to choose the suitable
                    discount rates in order to calculate the present value of those cash flows. These estimates are by nature
                    subjective. Actual results could differ significantly from these estimates. Details of the Group’s goodwill at
                    31 December 2009 are set out in Note 10.

            (c)     Impairment of subsidiaries and associated companies

                    Investments in subsidiaries and associated companies are stated at cost less accumulated impairment
                    losses in the Company’s balance sheet. These investments are reviewed for impairment whenever there
                    is any indication that these assets may be impaired. If any such indication exists, the recoverable amount
                    (i.e. the higher of the fair value less cost to sell and value in use) of the asset is estimated to determine the
                    amount of impairment loss.

                    For the purpose of impairment assessment of these investments, recoverable amount is determined for
                    the CGU to which the investment belongs. In estimating the value in use, the Group makes an estimate
                    of the expected future cash flows from the CGU and also to choose a suitable discount rate in order to
                    calculate the present value of those cash flows. These estimates are by nature subjective. Actual results
                    could differ significantly from these estimates. The carrying amounts of investment in subsidiaries and
                    associated companies are disclosed in Note 6 and Note 7 respectively.

            (d)     Impairment loss on bad and doubtful receivables

                    The policy for impairment loss on bad and doubtful receivables of the Group is based on the evaluation
                    of collectability and aging analysis of accounts and on management’s judgement. A considerable amount
                    of judgement is required in assessing the ultimate realisation of these receivables, including the current
                    creditworthiness and the past collection history of each customer. If the financial conditions of customers
                    of the Group were to deteriorate, resulting in an impairment of their ability to make payments, additional
                    allowance may be required. The carrying amount of the Group’s trade and other receivables at the balance
                    sheet date is approximately S$ 22,018,000(2008: S$22,996,000).

            (e)     Income tax

                    The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in
                    determining the provision for income taxes. There are certain transactions and computations for which
                    the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises
                    liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the
                    final tax outcome of these matters is different from the amounts that were initially recorded, such differences
                    will impact the income tax and deferred income tax provisions in the period in which such determination is
                    made. The carrying amount of income tax payable as at 31 December 2009 is approximately S$112,000
                    (2008 : S$111,000).




     ACHIEVA LIMITED
54   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


3.   SHARE CAPITAL

                                                                           Group and Company
                                                                       2009                  2008
                                                               Number of             Number of
                                                                shares                shares
                                                                 ’000       $’000      ’000       $’000
     Issued and paid up:
     At the beginning of the year                                520,025        23,298       504,965          52,667
     Share options exercised*
     - at $0.074 per share                                                 -             -      5,215             391
     - at $0.104 per share                                                 -             -      3,955             411
     - at $0.124 per share                                                 -             -        990             123
                                                                           -             -     10,160             925

     Issue of share to acquire entire equity interest in
       subsidiaries                                                     -             -         4,900             907
     Capital reduction                                                  -             -             -         (31,201)
     At the end of the year                                      520,025        23,298       520,025           23,298

     The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All
     ordinary shares carry one vote per share without restrictions. The ordinary shares have no par value.


4.   RESERVES

     (a)    Capital reserve represents capitalisation of bonus issue by subsidiary companies and the value of the
            equity convertible bond.

     (b)    Share-based compensation reserve represents equity-settle share option granted to employees. The
            reserve is made up of cumulative value of services received from employees recorded on grant equity-
            settle share options.

     (c)    The foreign currency translation reserve is used to record exchange differences arising from the translation
            of financial statements of foreign operations whose functional currencies are different from that of the
            Group’s presentation currency. It is also used to record the effect of hedging net investment in foreign
            operations.




                                                                                                         ACHIEVA LIMITED
                                                                                                        Annual Report 2009   55
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     5.     PROPERTY, PLANT AND EQUIPMENT

                                            Office
                                          equipment,
                                          computer,
                                           furniture     Motor                  Freehold   Machinery
            Group                         and fittings   vehicles   Renovation   property   and tools   Total
                                             $’000       $’000       $’000        $’000      $’000     $’000
            Cost
            As at 1.1.2008                   4,568       1,283       1,135       1,228         334     8,548
            Additions                          115           80         30           -           -       225
            Disposals/Written-off               (67)        (71)         -           -        (175)     (313)
            Attributable to disposal of
              subsidiaries                  (1,025)       (139)       (438)          -        (158)    (1,760)
            Currency realignment              (259)         (94)        (66)         -           (1)     (420)

            As at 31.12.2008                 3,332       1,059         661       1,228            -    6,280

            As at 1.1.2009                   3,332       1,059         661       1,228            -    6,280
            Additions                          179         104          29           -            -      312
            Disposals/Written-off             (102)       (389)          -           -            -     (491)
            Currency realignment               150          76          80           -            -      306

            As at 31.12.2009                 3,559         850         770       1,228            -    6,407

            Accumulated
              depreciation
            As at 1.1.2008                   4,149         940       1,012         749         295     7,145
            Charge for the year                271         131          54           5          27       488
            Disposals/Written-off               (63)        (65)         -           -        (175)     (303)
            Attributable to disposal of
              subsidiaries                    (943)       (125)       (360)          -        (146)    (1,574)
            Currency realignment              (217)         (55)        (64)         -           (1)     (337)

            As at 31.12.2008                 3,197         826         642         754            -    5,419

            As at 1.1.2009                   3,197         826         642         754            -    5,419
            Charge for the year                131          95          17           5            -      248
            Disposals/Written-off             (100)       (366)          -           -            -     (466)
            Currency realignment               146          59          81           -            -      286

            As at 31.12.2009                 3,374         614         740         759            -    5,487

            Net carrying value
            As at 1.1.2008                     419         343         123         479          39     1,403

            As at 31.12.2008                   135         233          19         474            -      861

            As at 31.12.2009                   185         236          30         469            -      920




     ACHIEVA LIMITED
56   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


5.   PROPERTY, PLANT AND EQUIPMENT (Continued)

                                               Office
                                            equipment,
                                             computer,
                                              furniture    Motor                    Freehold
     Company                                and fittings   vehicles     Renovation   property         Total
                                                $’000      $’000         $’000        $’000          $’000
     Cost
     As at 1.1.2008                             1,061          300           136       1,228          2,725
     Additions                                       4           -             -           -               4
     Disposals                                      (3)          -             -           -              (3)

     As at 31.12.2008                           1,062          300           136       1,228          2,726

     As at 1.1.2009                             1,062           300          136       1,228          2,726
     Additions                                      20            -           14           -             34
     Disposals                                     (10)        (300)           -           -           (310)

     As at 31.12.2009                           1,072             -          150       1,228          2,450

     Accumulated depreciation
     As at 1.1.2008                             1,026          300           136         749          2,211
     Charge for the year                           31            -             -           5             36
     Disposals                                      (3)          -             -           -              (3)

     As at 31.12.2008                           1,054          300           136         754          2,244

     As at 1.1.2009                             1,054           300          136         754          2,244
     Charge for the year                            13            -            4           5             22
     Disposals                                     (10)        (300)           -           -           (310)

     As at 31.12.2009                           1,057             -          140         759          1,956

     Net carrying value
     As at 1.1.2008                                35             -            -         479             514

     As at 31.12.2008                               8             -            -         474             482

     As at 31.12.2009                              15             -           10         469             494

     The freehold property as at 31 December 2009 and 31 December 2008 is:

                  Description                       Location                         Tenure/area

     Flatted factory unit                   37 Kallang Pudding Road            Freehold
                                            #09-03 Tong Lee Building           Built-in area: 262 sq metre
                                            Blk B, Singapore 349315




                                                                                                ACHIEVA LIMITED
                                                                                               Annual Report 2009   57
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     6.     INVESTMENT IN SUBSIDIARIES

                                                                                                        Company
                                                                                                    2009      2008
                                                                                                    $’000     $’000

            Unquoted equity shares, at cost                                                       34,292          34,292
            Impairment losses                                                                    (27,340)        (26,013)

            Net carrying value                                                                      6,952         8,279

            Movements in impairment loss on investment in subsidiaries during the year are as follows:

                                                                                                        Company
                                                                                                    2009      2008
                                                                                                    $’000     $’000

            At the beginning of the year                                                          26,013          2,324
            Addition during the year                                                               1,327         23,689

            At the end of the year                                                                27,340         26,013

                                                                                       Cost of             Percentage of
            Name of subsidiaries              Principal activities                 investment to          equity interest
            (Country of incorporation)        (Place of business)                     Company            held by the Group
                                                                                   2009      2008          2009     2008
                                                                                   $’000    $’000           %         %
            Held by Achieva Limited
            Achieva Technology Pte Ltd        Distributor of information          22,794     22,794        100      100
              (Singapore) *                   technology computer peripherals,
                                              components and software
                                              (Singapore)

            Achieva Investments Pte Ltd       Investment holding (Singapore)      11,060     11,060        100      100
              (Singapore) *

             Stacks Holdings Sdn. Bhd.        Dormant                               438       438          100      100
              (Malaysia) ###                  (Malaysia)
                                                                                  34,292     34,292




     ACHIEVA LIMITED
58   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


6.   INVESTMENT IN SUBSIDIARIES (Continued)

                                                                             Cost of        Percentage of
     Name of subsidiaries             Principal activities               investment to     equity interest
     (Country of incorporation)       (Place of business)                   Company       held by the Group
                                                                         2009      2008     2009     2008
                                                                         $’000    $’000      %         %
     Held through Achieva Technology Pte Ltd
     Achieva Technology Sdn. Bhd. Distribution of information              -        -       100       100
       (Malaysia)**               technology computer peripherals
                                  parts, software and related
                                  products (Malaysia)

     EA Tech Pte Ltd                  Distribution of information          -        -       100       100
      (Singapore)*                    technology computer peripherals
                                      parts, software and related
                                      products (Singapore)

     Achieva Technology Australia     Dormant (Singapore)                  -        -        -        100
       Pte Ltd (Singapore) ####

     Achieva Technology Australia     Distributor of information           -        -       100       100
       Pty Ltd (Australia) ****       technology computer peripherals
                                      parts, software and related
                                      products (Australia)

     Achieva Technology Philippines   Distributor of information           -        -       100       100
       Pte Ltd                        technology computer peripherals
       (Singapore) ###                parts, software and related
                                      products (Singapore)

     Achieva Technology Indonesia     Distributor of information           -        -      86.67     86.67
       Pte Ltd (Singapore)*           technology computer peripherals
                                      parts, software and related
                                      products (Singapore)

     PT Atikom Mega Protama           Distribution of information          -        -      86.67     86.67
      (Indonesia) ##                  technology computer peripherals,
                                      components and software
                                      (Indonesia)

     ATP Peripherals Inc.             Distribution of information          -        -       100       100
       (Philippines) ##               technology computer peripherals,
                                      components and software
                                      (Philippines)

     Held through Achieva Technology Sdn. Bhd.
     Achieva Service Centre Sdn.  Dormant (Malaysia)                       -        -       80         80
       Bhd. (Malaysia) **

     Held through Achieva Technology Australia Pty Ltd
     Astone Holdings Pty Ltd      Dormant (Australia)                      -        -        -         70
       (Australia) ####



                                                                                              ACHIEVA LIMITED
                                                                                             Annual Report 2009   59
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     6.     INVESTMENT IN SUBSIDIARIES (Continued)

                                                                                             Cost of             Percentage of
            Name of subsidiaries                  Principal activities                   investment to          equity interest
            (Country of incorporation)            (Place of business)                       Company            held by the Group
                                                                                         2009      2008          2009     2008
                                                                                         $’000    $’000           %         %
            Held through Achieva Investment Pte Ltd
            Achieva Investments          Investment holding (Singapore)                     -          -           100       100
              (China) Pte Ltd
              (Singapore) *

            Held through Stacks Holding Sdn. Bhd.
            Stacks Technology            Dormant (Malaysia)                                     -          -         100     100
              Sdn. Bhd. (Malaysia) ###
            Mangrove Networks Sdn. Bhd.  Dormant (Malaysia)                                     -          -         100     100
              (Malaysia) ###

            Notes:

            *        Audited by Horwath First Trust LLP, Singapore.
            **       Audited by Crowe Horwath AF1018 - Kuala Lumpur Office, Malaysia.
            ****     Audited by JCKL Pty Ltd, Australia.
            ##       These entities are not required to be audited under the laws of the respective countries of incorporation.
                     The Group does not hold shares in these entities. The Directors consider that the Group has full control
                     and authority over all financial and operating policies and activities of these companies. The consolidated
                     financial statements included the results and assets and liabilities of these entities based on their effective
                     interest held by the Group.
            ###      These subsidiary companies were wound up and are in the process of striking off.
            #### The subsidiary companies were wound up and struck off during the financial year.


     7.     INVESTMENT IN ASSOCIATED COMPANIES
                                                                                                                   Group
                                                                                                           2009            2008
                                                                                                           $’000           $’000

            Shares, at cost                                                                                 8,072           8,072
            Impairment losses                                                                              (3,699)         (3,718)

                                                                                                           4,373           4,354
            Share of post-acquisition:
            - accumulated losses                                                                           (2,215)         (1,911)
            - current year share of results                                                                    15            (304)
            Currency realignment                                                                             (401)           (575)

                                                                                                           1,772           1,564



     ACHIEVA LIMITED
60   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


7.   INVESTMENT IN ASSOCIATED COMPANIES (Continued)

     Movements in impairment loss on investments in associated companies during the year are as follows:

                                                                                                          Group
                                                                                                  2009            2008
                                                                                                  $’000           $’000

     At the beginning of the year                                                                 3,718                -
     (Reversal)/ Addition during the year                                                            (19)          3,718

     At the end of the year                                                                       3,699            3,718

     The summarised financial information of the associated companies not adjusted for the proportion of ownership
     interest held by the Group is as follows:
                                                                                           2009           2008
                                                                                           $’000         $’000
     Assets and liabilities
     Current assets                                                                       12,017        10,313
     Non-current assets                                                                    2,657          2,761

     Total assets                                                                              14,674            13,074

     Current liabilities, representing total liabilities                                          4,510            2,754

     Results:
     Revenue                                                                                      4,738          20,484

     Profit/(loss) for the year                                                                     494             (478)

     Details of the Group’s significant associates at 31 December 2009 are as follows:

                                                                  Country of
                                                                incorporation
     Name of associated                                          and place of Effective equity             Cost of
     companies                     Principal activities            business   held by the Group          investment
                                                                                2009     2008          2009      2008
                                                                                 %         %           $’000    $’000

     Beijing Stone                 Design, manufacturer and       People's        49         49        5,800        5,800
      Computer Co. Ltd *           distribution of computer      Republic of
                                   peripherals, components         China
                                   and software

     CS Vision Co., Ltd #          Providing network              People's        20         20        2,272        2,272
                                   video monitoring and          Republic of
                                   management of video             China
                                   based surveillance systems
                                                                                                       8,072        8,072

     * Audited by Beijing Wanlong Song De Certified Public Accountants Co., Ltd., PRC for statutory filing purpose.
     # Audited by Beijing Zhong Sheng Lian Meng Certified Public Accountants Co., Ltd., PRC for statutory filing purpose.



                                                                                                             ACHIEVA LIMITED
                                                                                                            Annual Report 2009   61
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     8.     OTHER INVESTMENTS

                                                                                                               Group
                                                                                                       2009            2008
                                                                                                       $’000           $’000

            Equity shares (unquoted), at cost                                                            311             311
            Impairment losses                                                                           (267)           (254)

                                                                                                          44             57

            Unquoted shares are stated at cost less impairment as there is no market price and the fair value cannot be
            reliably measured using valuation techniques.

            Movements in impairment loss on other investments during the year are as follows:

                                                                                                               Group
                                                                                                       2009            2008
                                                                                                       $’000           $’000

            At the beginning of the year                                                                 254            254
            Addition during the year                                                                      13              -

            At the end of the year                                                                       267            254


     9.     LOANS TO SUBSIDIARIES

                                                                                                           Company
                                                                                                       2009      2008
                                                                                                       $’000     $’000

            Loans to subsidiaries                                                                      6,004           3,123

            These loans are unsecured, interest-free and are not expected to be repaid within the next 12 months. The
            settlements of these amounts are neither planned nor likely to occur in the foreseeable future. As these amounts
            are, in substance, part of the entity’s net investment in the subsidiaries, they are stated at cost less impairment.




     ACHIEVA LIMITED
62   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


10.   GOODWILL

                                                                                                    Group
                                                                                            2009            2008
                                                                                            $’000           $’000

      At beginning of year                                                                  1,049            3,750
      Acquisition of subsidiaries                                                                -             243
      Disposal of subsidiaries                                                                   -            (243)
      Impairment loss on goodwill                                                                -          (2,733)
      Currency alignment                                                                       (27)             32

      At end of financial year                                                              1,022            1,049

      Impairment tests for goodwill

      Goodwill is allocated to the Group’s CGU identified according to business result and country of operation
      presented below:

                                                                                                    Group
                                                                                            2009            2008
                                                                                            $’000           $’000
      Peripherals
      Vietnam                                                                               1,022            1,049

      The recoverable amount of CGU is determined based on value-in-use calculations. These calculations use cash
      flow projections based on financial budgets approved by management covering a five-year period. The growth rate
      does not exceed the long-term average growth rates for the peripherals business in which the CGU operates.

      Key assumptions used for value-in-use calculations:

                                                                                               Peripherals
                                                                                            2009        2008
                                                                                          Vietnam     Vietnam
                                                                                             %            %

      Budgeted gross margin                                                                   5.5              3.0
      Growth rate (1) – 2 to 5 years                                                          5.0              7.3
      Discount rate (2)                                                                       6.0              6.0

      (1)    Weighted average growth rate used to extrapolate cash flows beyond the budget period.
      (2)    Pre-tax discount rate applied to the cash flow projections.

      These assumptions have been used for the analysis of each CGU within the business segment. Management
      determined budgeted gross margin based on past performance and its expectation of the market development.
      The weighted average growth rates used are consistent with the forecasts included in industry reports.




                                                                                                       ACHIEVA LIMITED
                                                                                                      Annual Report 2009   63
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     11.    DEFERRED TAX ASSETS/(LIABILITIES)

            The deferred tax assets/(liabilities) shown on the balance sheet are as follows:

            Deferred tax assets                                                                                 Group
                                                                                                       2009             2008
                                                                                                       $’000            $’000

            - to be recovered within one year                                                             33              87
            - to be recovered after one year                                                           1,064             723
                                                                                                       1,097             810

            The movement in deferred tax assets/(liabilities) are as follows:

            Deferred tax assets                                                                                 Group
                                                                                                       2009             2008
                                                                                                       $’000            $’000

            Balance as at 1 January                                                                      810             929
            Tax credit to comprehensive income                                                           242                 -
            Written back during the year                                                                   -                (3)
            Disposal of subsidiaries                                                                       -              (64)
            Currency realignment                                                                          45              (52)

            Balance as at 31 December                                                                  1,097             810

            Deferred tax liabilities

            Balance as at 1 January                                                                         -                7
            Tax charge to comprehensive income                                                              -             408
            Written back during the year                                                                    -               (4)
            Disposal of subsidiaries                                                                        -            (411)

            Balance as at 31 December                                                                       -                -

            Gross deferred tax assets:
            Unutilised tax losses                                                                      1,097             810

            Deferred tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax
            benefits through future taxable profits is probable. The Group has unrecognised balance of unutilised capital
            allowances and unutilised tax losses of approximately $2,000 and $9,490,000 (2008 : $19,000 and $8,891,000)
            respectively and the Company has unutilised tax losses of approximately $1,791,000 (2008: $2,346,000), for
            which no deferred tax asset is recognised due to uncertainty of its recoverability in future periods. The use of the
            balance is subject to the agreement of the tax authority and compliance with the provisions of the tax legislation
            of the country in which the Group operate.

            Deferred income tax liabilities of $396,000 (2008:$408,000) have not been recognised for the withholding and
            other taxes that will be payable on the earnings of overseas subsidiaries when remitted to the holding company.
            These unremitted earnings are permanently reinvested and amount to $ 2,330,000 (2008:$ 2,270,000) at the
            balance sheet date)


     ACHIEVA LIMITED
64   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


12.   INVENTORIES

                                                                                                      Group
                                                                                             2009             2008
                                                                                             $’000            $’000

      Finished goods                                                                        26,204         24,618

      Recognised in the statement of comprehensive income:
      Inventories recognised as an expenses in cost of sales                              206,989         309,790
      Inventories written-down                                                                  -           2,535
      Reversal of write-down of inventories                                                  (186)              -

      The reversal of write-down of inventories was made when the related inventories were sold above their carrying
      amounts.


13.   TRADE AND OTHER RECEIVABLES

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

      Trade receivables                                13(a)    20,365        19,347             -                -
      Other receivables                                13(b)     2,040         4,014            51            1,721

                                                                22,405        23,361            51            1,721

(a)   Trade receivables

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

      Trade receivables                                         28,020        30,374              -               -
      Less: Allowance for doubtful trade receivables             (7,655)     (11,027)             -               -

                                                                20,365        19,347              -               -

      Trade receivables are non-interest bearing and are generally on 30 to 90 (2008: 30 to 90) days’ terms. They are
      recognised at their original invoice amounts which represents their fair values on initial recognition.




                                                                                                       ACHIEVA LIMITED
                                                                                                      Annual Report 2009   65
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     13.    TRADE AND OTHER RECEIVABLES (Continued)

     (b)    Other receivables

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

            Other receivables                                          1,472           3,457      19            1,687
            Deposits                                                     181             192      21               30
            Prepayments                                                  383             361      11                4
            Tax recoverable                                                4               4       -                -

                                                                       2,040           4,014      51            1,721


     14.    DUE FROM SUBSIDIARIES

                                                                                                   Company
                                                                                               2009      2008
                                                                                               $’000     $’000
            Due from subsidiaries (non-trade)
            - interest-free                                                                      883            4,569
            - interest bearing                                                                 2,810            2,886

                                                                                               3,693             7,455
            Less: Allowance for doubtful receivables                                               -            (1,966)

                                                                                               3,693            5,489

            These amounts are unsecured and repayable on demand. The effective interest rate of the interest bearing
            portion was 1.5% (2008: 4.8%) per annum.

            Movements in allowance for doubtful receivables during the year are as follows:

                                                                                                        Group
                                                                                               2009             2008
                                                                                               $’000            $’000

            At the beginning of the year                                                        1,966           2,029
            Reversal during the year                                                           (1,966)             (63)

            At the end of the year                                                                  -           1,966




     ACHIEVA LIMITED
66   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


15.   CASH AND BANK BALANCES

      Cash and bank balances comprise of:
                                                                            Group                    Company
                                                                    2009            2008         2009      2008
                                                                    $’000           $’000        $’000     $’000

      Fixed deposits                                               28,750        50,817         28,611        50,817
      Cash and bank balances                                       10,549         6,580          2,831         2,216

      Cash and cash equivalents per consolidated
       statement of cash flows                                      39,299        57,397         31,442        53,033

      Fixed deposits at the balance sheet date have an average maturity of 1.5 months (2008: 3 months). The effective
      interest rates of fixed deposits and bank balances are 1.2% and 0.5% (2008: 2.7% and 0.9%) per annum
      respectively.


16.   TRADE AND OTHER PAYABLES

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

      Trade payables                                    16(a)      21,760        15,098              -              -
      Other payables and accruals                       16(b)       4,075         9,326          1,091          5,593

                                                                   25,835        24,424          1,091          5,593

(a)   Trade payables are non-interest bearing and are generally settled within 30 to 90 days (2008: 30 to 60 days).

(b)   Other payables and accruals

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

      Other payables                                                1,736           2,556          186            696
      Accrued expenses                                              2,339           6,770          905          4,897

                                                                    4,075           9,326        1,091          5,593

      In 2008, included in accrued expenses of the Group were incidental costs in respect of the disposal of subsidiaries.
      These costs related to a retention scheme for certain employees of the disposed subsidiaries, direct restructuring
      costs and warranty totalling to approximately $5.0 million pursuant to the requirements of certain clauses included
      in the Sale Agreement. Following the expiry of the clause, the said accrued expenses of approximately $3.1 mil
      was reversed back to the statement of comprehensive income in the current financial year.




                                                                                                          ACHIEVA LIMITED
                                                                                                         Annual Report 2009   67
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     17.    TRUST RECEIPTS

            The interest rates payable on the outstanding trust receipts ranges from 1.6% - 5.3% (2008: 2.5% - 7.5%) per
            annum with an average maturity of 3 months (2008: 3 months).

            These amounts are secured by Corporate Guarantee as disclosed in Note 30(c) to the financial statements.


     18.    REVENUE

            Revenue represents sale of goods supplied and services rendered to customers less returns and discounts.


     19.    OTHER OPERATING INCOME

                                                                                                         Group
                                                                                                 2009            2008
                                                                                                 $’000           $’000

            Interest income on bank balances                                                       382            896
            Marketing fees                                                                           -             11
            Management fees                                                                          -             62
            Rental income                                                                           31             66
            Service fees                                                                            21            159
            Reversal of accruals no longer required                                              3,085              -
            Reversal of write-down of inventories                                                  186              -
            Surplus on winding up of subsidiaries                                                   47              -
            Other miscellaneous income                                                              35            121

                                                                                                 3,787           1,315


     20.    OTHER OPERATING EXPENSES

                                                                                                         Group
                                                                                                 2009            2008
                                                                                                 $’000           $’000

            Impairment loss on investment in associated companies                                    -           3,718
            Impairment loss on goodwill                                                              -           2,733
            Allowance for doubtful trade receivables                                               306           1,941
            Inventories written-down                                                                 -           1,981

                                                                                                   306       10,373




     ACHIEVA LIMITED
68   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


21.   PERSONNEL EXPENSES

                                                           Group
                                                   2009            2008
                                                   $’000           $’000

      Wages, salaries and bonuses                  5,586           6,493
      Contributions to defined contribution plan     541             479
      Directors’ fees                                 96              95
      Directors’ remuneration
        - directors’ of the Company                1,606           1,508
        - directors’ of subsidiaries                 776           1,022
      Share-based payment expense                    149              16

                                                   8,754           9,613


22.   FINANCE EXPENSES

                                                           Group
                                                   2009            2008
                                                   $’000           $’000
      Interest expense:
      - trust receipts                              753            1,397
      - lease obligations                             -                1
      - term loans                                    -              161

                                                    753            1,559

      Bank charges                                   182            432
      Fair value on interest rate swaps                -             91
      Foreign exchange loss                        1,550            833

                                                   2,485           2,915




                                                            ACHIEVA LIMITED
                                                           Annual Report 2009   69
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     23.    INCOME TAX

                                                                                                                Group
                                                                                                       2009             2008
                                                                                                       $’000            $’000
            Current tax
            - current year                                                                                126              95
            - (over)/under provision in prior years                                                        (26)           261

                                                                                                          100             356
            Deferred tax
            - over provision in prior years                                                              (242)              (4)

            Tax (credit)/expense                                                                         (142)            352

            A reconciliation of the tax expense and the product of accounting profits/(loss) multiplied by the statutory tax rate
            is as follows:
                                                                                                               Group
                                                                                                        2009           2008
                                                                                                       $’000           $’000
            Accounting profits/ (loss)
            - Continuing operations                                                                     2,579         (5,909)
            - Discontinued operations                                                                        -       30,059

                                                                                                        2,579        24,150

                                                                                                                Group
                                                                                                       2009             2008
                                                                                                       $’000            $’000

            Continuing operations
            Taxation at Singapore statutory tax rate of 17% (2008: 18%)                                   438           (1,063)

            Adjustments:
            Deferred tax asset not recognised                                                              99             324
            Different tax rates in other countries                                                         60            (121)
            Expenses not deductible for tax purposes                                                      226           1,575
            Income not subject to tax                                                                    (709)           (627)
            (Over)/Under provision in prior years                                                        (268)            257
            Others                                                                                         12               7

            Tax (credit)/expense                                                                         (142)            352

            Singapore

            During the financial year, the Singapore corporate tax rate was reduced from 18% to 17% for the year of
            assessment 2010 and onwards.




     ACHIEVA LIMITED
70   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


23.   INCOME TAX (Continued)

      Malaysia

      The statutory tax rate of subsidiary companies in Malaysia was also reduced from 26% to 25%, as announced in
      the Malaysian budget 2008. As gazetted in the Finance Act 2009, the subsidiaries in Malaysia will no longer enjoy
      the preferential tax rate of 20% on their chargeable income of up to RM500,000 (equivalent to $204,500) effective
      from year of assessment 2009 as the subsidiary companies have paid-up share capital exceeding RM2,500,000
      (equivalent to $1,022,500).


24.   DISCONTINUED OPERATIONS

      The results from the disposal of the electric components business segment which was disclosed in Note A to the
      consolidated statement of cash flows, were presented separately on the statement of comprehensive income as
      discontinued operations as follows: -

                                                                                                            Group
                                                                                                            2008
                                                                                                            $’000

      Revenue                                                                                              125,428

      Expenses                                                                                            (122,784)

      Gain on disposal of subsidiaries                                                                      27,415

      Profit before tax from discontinued operations                                                        30,059
      Income tax                                                                                             (1,219)

      Profit from discontinued operations                                                                   28,840

      The impact of the discontinued operations on the cash flows of the Group was as follows:

                                                                                                            Group
                                                                                                            2008
                                                                                                            $’000

      Operating cash inflows                                                                                 12,330
      Investing cash outflows                                                                                    (24)
      Financing cash outflows                                                                               (26,307)

      Total cash outflows                                                                                   (14,001)




                                                                                                       ACHIEVA LIMITED
                                                                                                      Annual Report 2009   71
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     25.    PROFIT FOR THE YEAR

                                                                                                           Group
                                                                                                   2009            2008
                                                                                                   $’000           $’000
            This is determined after charging/ (crediting) the following:

            Non-audit fees paid to the auditors of the Company                                        19              32
            Directors' fees of the Company                                                            96              95
            Directors’ remunerations
            - directors of the Company                                                             1,606           1,508
            - directors of the subsidiaries                                                          776           1,022
            Impairment loss on other investments                                                       13               -
            Depreciation of property, plant and equipment                                            248             488
            Gain on disposal of property, plant and equipment                                         (30)            (15)
            Gain on disposal of subsidiaries                                                            -        (27,415)
            Rental income                                                                             (31)            (66)
            Reversal of impairment loss on investment in associated companies                         (19)              -
            Impairment loss for investment in associated companies                                      -          3,718
            Impairment loss on goodwill                                                                 -          2,733
            Allowance for doubtful trade receivables                                                 306           1,877
            (Reversal of write-down of inventories)/ Inventories written-down                       (186)          2,535
            Operating lease expense                                                                1,202           1,776
            Foreign exchange loss                                                                  1,550             554

            Directors’ remuneration

            Details of directors’ remuneration pursuant to the Singapore Exchange Securities Trading Limited listing manual
            disclosure requirements are as follows:

            The number of directors of the Company in the following remuneration bands (in Singapore dollars):

                                                           2009                                   2008
                                                           Non-                                   Non-
                                           Executive     Executive                  Executive   Executive
                                           directors     directors          Total   directors   directors          Total

            $750,000 to $1,000,000              1             -              1         -             -               -
            $500,000 to $750,000                -             -              -         -             -               -
            $250,000 to $500,000                1             -              1         3             -               3
            Below $250,000                      2             2              4         -             2               2

                                                4             2              6         3             2               5




     ACHIEVA LIMITED
72   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


26.   EARNINGS/ (LOSS) PER SHARE

(a)   Basic earnings/ (loss) per share

      Basic earnings/ (loss) per share is calculated by dividing the profit/ (loss) for the year attributable to equity holders
      of the Company by the weighted average number of ordinary shares in issue during the year.

                                                       Continuing               Discontinued
                                                       operations                operations                    Total
                                                     2009      2008            2009      2008           2009           2008

      Net profit/(loss) attributable to equity
       holders of the Company ($’000)                 2,840       (6,334)            -     28,840        2,840         22,506

      Weighted average number of ordinary
       shares outstanding for basic earnings
       per shares (‘000)                           520,025      514,882              -    514,882      520,025      514,882

      Basic earnings/(loss) per share (cents)          0.55         (1.23)           -        5.60         0.55             4.37

(b)   Diluted earnings/(loss) per share

                                                       Continuing               Discontinued
                                                       operations                operations                    Total
                                                     2009      2008            2009      2008           2009           2008
      Net (loss)profit attributable to equity
       holders of the Company ($’000)                 2,840       (6,334)            -     28,840        2,840         22,506

      Weighted average number of ordinary
         shares outstanding for basic earnings
         per shares (‘000)                         520,025      514,882              -    514,882      520,025      514,882
      Effect of dilution:
      - share options                                 3,661        6,708             -       6,708       3,661          6,708

                                                   523,686      521,590              -    521,590      523,686      521,590

      Diluted earnings/(loss) per share (cents)        0.54         (1.21)           -        5.53         0.54             4.31

      Diluted earnings/(loss) per share is calculated by adjusting the weighted average number of ordinary shares in
      issue to assume conversion of all dilutive potential ordinary shares, namely share options.


27.   DIVIDENDS

                                                                                                   Group and Company
                                                                                                    2009       2008
                                                                                                      $         $

      Interim dividend paid in respect of the current financial year
        of 4 cents (2008:nil) per share less tax at 17%                                              20,800             -




                                                                                                               ACHIEVA LIMITED
                                                                                                              Annual Report 2009   73
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     28.    SHARE-BASED PAYMENTS

            Under Achieva Limited’s Share Option Scheme (“SOS”), options were granted to the employees of the Group and
            directors of the Company. Options were granted for terms of 10 years or 5 years, to purchase the shares of the
            Company at exercise prices ranging from $0.074 to $0.152. A dividend payment took place during the year. The
            revised exercise price ranges from $0.024 to $0.033. The options are exercisable between the first and second
            anniversaries from the date the options are granted.

            Details of share options outstanding are as follow:

            2009
                                    Balance                                        Balance            Options
                   Date of           as at                                          as at         exercisable as    Exercise
                    grant            1.1.09         Cancelled      Exercised       31.12.09        at 31.12.2009     Price*

                18.10.2001         2,288,000        (2,000,000)         -           288,000           288,000        $0.033
                28.06.2002           900,000          (900,000)         -                 -                 -           -
                30.12.2002           100,000          (100,000)         -                 -                 -           -
                04.06.2003         1,500,000        (1,500,000)         -                 -                 -           -
                22.08.2003         1,471,951        (1,171,951)         -           300,000           300,000        $0.027
                10.05.2004           900,000          (900,000)         -                 -                 -           -
                07.08.2008         5,000,000                 -          -         5,000,000         2,500,000        $0.033
                29.10.2008           600,000                 -          -           600,000           300,000        $0.024

                                  12,759,951        (6,571,951)         -         6,188,000         3,388,000

            2008
                              Balance                                                  Balance        Options
               Date of         as at                                                    as at       exercisable    Exercise
                grant          1.1.08      Granted      Cancelled      Exercised       31.12.08     31.12.2008      Price*

             18.10.2001       3,738,000           -       (460,000)       (990,000)   2,288,000      2,288,000       $0.067
             28.06.2002         900,000           -              -               -      900,000        900,000       $0.072
             30.12.2002       5,315,000           -              -      (5,215,000)     100,000        100,000       $0.041
             04.06.2003       1,500,000           -              -               -    1,500,000      1,500,000       $0.040
             22.08.2003         280,000           -              -        (280,000)           -              -       $0.056
             22.08.2003       5,431,951           -       (285,000)     (3,675,000)   1,471,951      1,471,951       $0.056
             10.05.2004         900,000           -              -               -      900,000        900,000       $0.082
             07.08.2008               -   5,000,000              -               -    5,000,000              -       $0.068
             29.10.2008               -     600,000              -               -      600,000              -       $0.049

                             18,064,951   5,600,000       (745,000)   (10,160,000) 12,759,951        7,159,951

            * Exercise price have been revised in the current financial year as a result of payment of interim dividend of $0.04
            for each of the ordinary shares in the capital of the Company.

            These options do not entitle the holder to participate, by virtue of the options, in any share issue of any other
            corporation.




     ACHIEVA LIMITED
74   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


28.   SHARE-BASED PAYMENTS (Continued)

      The fair value of services received in return for share options granted are measured by reference to the fair value
      of share options granted. The estimate of the fair value of the services received is measured based on the Black-
      Scholes valuation model. The expected life used in the model has been adjusted, based on management’s best
      estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

      The total fair value of options granted upon modification of exercise price during the financial year was $195,144
      (2008: $112,000) of which $149,707 (2008: $16,250) was included in the Group’s statement of comprehensive
      income with a corresponding increase in the share-based compensation reserves.

      Fair value of share options and assumptions used are as below:

      Date of grant                                                      7.08.2008                     29.10.2008
                                                                     2009        2008              2009         2008
      Fair value at measurement date                                 $0.04       $0.02             $0.02        $0.02

      Share price                                                    $0.05          $0.05          $0.03           $0.03
      Expected volatility                                           52.74%         54.05%         52.97%          52.61%
      Expected option life                                         10.0 years     10.0 years     5.0 years       5.0 years
      Expected dividends                                              0%             0%             0%              0%
      Risk-free interest rate                                        3.29%          3.17%          2.18%           2.22%

      The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns
      that may occur.

      The expected volatility is based on the historical volatility (calculated based on the weighted average expected life
      of the share options), adjusted for any expected changes to future volatility using publicly available information.

      There is no market conditions associated with the share option grants. Service conditions and non-market
      performance conditions are not taken into account in the fair value measurement of the services received.


29.   SIGNIFICANT RELATED PARTY TRANSACTIONS

      Transactions between the Company and its subsidiaries, which are related companies of the Company, have
      been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group
      and other related companies are disclosed below.

      In addition to the related party information disclosed elsewhere in the financial statements, significant related party
      transactions entered into by the Group on terms agreed between the parties were as follows:

                                                                                                             Group
                                                                                                   2009              2008
                                                                                                   $’000             $’000
      Related parties
      Sale of goods                                                                                      -               21
      Purchase of goods                                                                                  -           (6,970)




                                                                                                              ACHIEVA LIMITED
                                                                                                             Annual Report 2009   75
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     29.    SIGNIFICANT RELATED PARTY TRANSACTIONS (Continued)

            Key management personnel compensation

                                                                                                               Group
                                                                                                       2009            2008
                                                                                                       $’000           $’000
            Key management personnel compensation

            Salaries and bonuses and other costs                                                       2,683           3,484
            Employer’s contribution to defined contribution plans                                         83             129
            Share-based payment expense                                                                  149              16

                                                                                                       2,915           3,629

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


     30.    COMMITMENTS AND CONTINGENT LIABILITIES

     (a)    Non-cancellable operating lease commitments

            The Group has entered into operating lease agreements for rental of office and warehouse space. These non-
            cancellable leases have lease terms of between 1 to 3 years. Lease terms do not contain restrictions on the
            Group’s activities concerning dividends, additional debts or further leasing.

            As at 31 December, the Group has the following non-cancellable operating leases contracted for:

                                                                                                               Group
                                                                                                       2009            2008
                                                                                                       $’000           $’000

            Not later than one year                                                                      600            534
            Later than one year but not later than five years                                            320            599

                                                                                                         920           1,133

     (b)    Contingent Liabilities

            (i)     A former director of a subsidiary company has brought a case against the subsidiary company and a
                    director of that company for defamation in 2004. The directors of the subsidiary company have sought
                    legal advice on this matter and are of the opinion that the case is without merit. Accordingly, no provision
                    has been made in the Group’s financial statements as at 31 December 2009.




     ACHIEVA LIMITED
76   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


30.   COMMITMENTS AND CONTINGENT LIABILITIES (Continued)

(c)   Corporate Guarantee

      Unsecured corporate guarantees given to banks in connection with the facilities granted to subsidiaries amounted
      to approximately $17,676,000 (2008: $22,959,000). Unsecured corporate guarantees given to third parties in
      connection with certain distributors’ agreements are nil in 2009 (2008: $1,860,000). As at 31 December 2009,
      approximately $10,197,000 (2008: $12,631,000) of the credit facilities granted to the subsidiary companies
      were utilised. The facilities solely relates to trade financing arrangement, including outstanding trust receipts as
      disclosed in Note 17 to the financial statements.

      The fair values of the corporate guarantees are immaterial based on management estimates.


31.   SEGMENT INFORMATION

      The PC peripherals segment is managed as a single operating segment by the management following the
      disposal of the Groups’ electronics components segments in the previous financial year.

      Management monitors the operating results of its business in a manner consistent with that in the statement of
      comprehensive income.

      The Group operates in seven countries. Each company in the Group is grouped by the key market(s) that
      each was set up to serve, irrespective of its territory of incorporation or operations. The markets are defined by
      reference to the billing address rather than the shipping destination of goods.

      The following is an analysis of the Group’s revenue and non-current assets by geographic segments:

                                       Revenue for continuing       Revenue for                  Total consolidated
                                             operations       discontinued operations                  revenue
                                          2009        2008        2009       2008                 2009        2008
                                         $’000       $’000       $’000       $’000                $’000       $’000

      Singapore                           22,274        25,335              -      60,529        22,274         85,864
      Malaysia                            48,508        46,790              -           9        48,508         46,799
      Australia                           62,139        50,260              -           -        62,139         50,260
      Vietnam                             18,626        21,006              -           -        18,626         21,006
      People Republic of China             1,254         1,893              -      40,459         1,254         42,352
      Philippines                         47,115        45,397              -           -        47,115         45,397
      Indonesia                           24,129        28,397              -           -        24,129         28,397
      India                                    -             -              -       4,723             -          4,723
      Korea                                    -             -              -          41             -             41
      Taiwan                                   -             -              -      19,667             -         19,667
      Other non- Asian market                  -           628              -           -             -            628

                                         224,045      219,706               -     125,428       224,045        345,134




                                                                                                           ACHIEVA LIMITED
                                                                                                          Annual Report 2009   77
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     31.    SEGMENT INFORMATION (Continued)

                                            Non-current assets for Non-current assets for                 Total consolidated
                                            continuing operations discontinued operations                        assets
                                              2009        2008       2009        2008                      2009         2008
                                              $’000       $’000      $’000       $’000                    $’000         $’000

            Singapore                          3,442          3,190               -              -         3,442          3,190
            Malaysia                              76             75               -              -            76             75
            Australia                            101             75               -              -           101             75
            Vietnam                                5              4               -              -             5              4
            Philippines                          111            133               -              -           111            133
            Indonesia                             23             54               -              -            23             54

                                               3,758          3,531               -              -         3,758          3,531

            Non-current assets information presented above consists of property, plants and equipments, investment in
            associated companies, other investments and goodwill.


     32.    FINANCIAL RISK MANAGEMENT


            Financial risk management objectives and policies

            The Group and the Company are exposed to financial risks arising from its operations and the use of financial
            instruments. The key financial risks include market risk (which comprises of foreign currency risk and interest
            rate risk), liquidity risk and credit risk. The Board of directors reviews and agrees policies and procedures for the
            management of these risks. The Audit Committee provides independent oversight to the effectiveness of the risk
            management process.

     (a)    Market risk

            (i)     Foreign currency risk

                    Foreign currency risk is the risk to earnings and value of financial assets and liabilities caused by fluctuations
                    in exchange rates. The Group operates within the Asia Pacific region and companies within the Group
                    maintain their books and records in their respective functional currencies. The Group’s accounting policy is
                    to translate the profits/losses of companies with functional currency other than Singapore dollar using the
                    monthly average exchange rates. Net assets denominated in foreign currencies and held at the year end are
                    translated into Singapore dollar, the Group’s reporting currency, at year end exchange rates. Fluctuations in
                    the exchange rate between the functional currencies and Singapore dollars will therefore have an impact on
                    the Group. It is the Group’s policy not to hedge exposures arising from such translations.

                    In addition to exposures arising from translation, the Group also has exposure to foreign exchange risk
                    as a result of transactions denominated in currencies other than the functional currency. The Group uses
                    foreign exchange contracts as a risk management tool.




     ACHIEVA LIMITED
78   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


32.   FINANCIAL RISK MANAGEMENT (Continued)

(i)   Foreign currency risk (Continued)

                                                        United
      Group                                Singapore    States    Malaysia   Australian Philippines
      As at 31 December 2009                 Dollar     Dollar    Ringgit      Dollar      Peso       Others      Total
                                             $’000      $’000      $’000       $’000      $’000       $’000       $’000
      Financial assets
      Cash and bank balances                33,013      3,972        735       1,133        246         200      39,299
      Trade and other receivables            1,944      6,810      4,275       4,602      4,385           2     22,018

                                           34,957      10,782      5,010       5,735      4,631         202     61,317

      Financial liabilities
      Trust receipts                             -      18,039         -           -          -            -     18,039
      Trade and other payables               1,868     21,568        416       1,424        559            -    25,835

                                             1,868     39,607        416       1,424        559            -    43,874

      Net financial assets/(liabilities)    33,089     (28,825)     4,594      4,311       4,072        202      17,443

      Less: Net financial assets/
        (liabilities) denominated in the
        respective entities functional
        currencies                       34,511        (36,192)    4,594       4,311           -           -      7,224

      Foreign currency exposure             (1,422)     7,367           -           -     4,072         202     10,219

                                                        United
      Group                                Singapore    States    Malaysia   Australian Philippines
      As at 31 December 2008                 Dollar     Dollar    Ringgit      Dollar      Peso       Others      Total
                                             $’000      $’000      $’000       $’000      $’000       $’000       $’000
      Financial assets
      Cash and bank balances                20,476      34,720       863         995        129         214      57,397
      Trade and other receivables            2,553     10,153      3,880       2,886      3,524           -     22,996

                                           23,029      44,873      4,743       3,881      3,653         214     80,393

      Financial liabilities
      Trust receipts                             -      20,830         -           -           -          -      20,830
      Trade and other payables               3,539     16,654        249         856           -         30     21,328

                                             3,539     37,484        249         856           -         30     42,158

      Net financial assets                  19,490       7,389      4,494      3,025       3,653        184      38,235

      Less: Net financial assets/
        (liabilities) denominated in the
        respective entities functional
        currencies                       17,262        (25,153)    4,494       3,038           -           -       (359)

      Foreign currency exposure              2,228     32,542           -        (13)     3,653         184     38,594




                                                                                                           ACHIEVA LIMITED
                                                                                                          Annual Report 2009   79
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     32.    FINANCIAL RISK MANAGEMENT (Continued)

     (i)    Foreign currency risk (Continued)

            Company                                                               Singapore United States
            As at 31 December 2009                                                  Dollar      Dollar              Total
                                                                                    $’000       $’000               $’000
            Financial assets
            Cash and bank balances                                                   31,375              67         31,442
            Trade and other receivables                                                  40               -             40
            Amount due from subsidiaries                                                883           2,810          3,693
            Loan to subsidiaries                                                      3,304           2,700          6,004

                                                                                     35,602           5,577         41,179
            Financial liabilities
            Trade and other payables                                                  1,091                -          1,091

            Net financial assets                                                     34,511           5,577         40,088

            Less: Net financial assets denominated in the functional currency        34,511                -        34,511

            Foreign currency exposure                                                      -          5,577           5,577

            Company                                                               Singapore United States
            As at 31 December 2008                                                  Dollar      Dollar              Total
                                                                                    $’000       $’000               $’000
            Financial assets
            Cash and bank balances                                                   19,793         33,240          53,033
            Trade and other receivables                                                 285          1,432           1,717
            Amount due from subsidiaries                                              1,698          3,791           5,489
            Loan to subsidiaries                                                        400          2,723           3,123

                                                                                     22,176         41,186          63,362
            Financial liabilities
            Trade and other payables                                                  2,824             603           3,427

            Net financial assets                                                     19,352         40,583          59,935

            Less: Net financial assets denominated in the functional currency        19,352                 -       19,352

            Foreign currency exposure                                                         -     40,583          40,583

            Foreign currency risk sensitivity

            The following table details the sensitivity to a 10% increase and decrease in the Singapore dollar against the
            relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key
            management personnel and represents management’s assessment of the 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 the denomination of the loan is in a
            currency other than the currency of the lender or the borrower.


     ACHIEVA LIMITED
80   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


32.   FINANCIAL RISK MANAGEMENT (Continued)

(i)   Foreign currency risk (Continued)

      Foreign currency risk sensitivity (Continued)

      If the Singapore dollar strengthens by 10% against the relevant foreign currency, profit for the year will increase
      (decrease) by:

      For the financial year ended                                       United States Philippines
      31 December 2009                                                       Dollar      Pesos                Others
                                                                             $’000       $’000                $’000
      Group
      Profit for the year                                                      (737)           (407)             (20)

      Company
      Profit for the year                                                      (558)               -                -

      For the financial year ended                       United States Australian          Philippines
      31 December 2008                                       Dollar      Dollar              Pesos            Others
                                                             $’000       $’000               $’000            $’000
      Group
      Profit for the year                                    (3,254)               1           (366)             (18)

      Company
      Profit for the year                                    (4,058)               -               -                -

      If the Singapore dollar weakens by 10% against the relevant foreign currency, profit for the year will increase
      (decrease) by:

      For the financial year ended                                       United States Philippines
      31 December 2009                                                       Dollar      Pesos                Others
                                                                             $’000       $’000                $’000
      Group
      Profit for the year                                                       737             407               20

      Company
      Profit for the year                                                       558                -                -

      For the financial year ended                       United States Australian         Philippines
      31 December 2008                                       Dollar      Dollar             Pesos             Others
                                                             $’000       $’000              $’000             $’000
      Group
      Profit for the year                                     3,254               (1)           366               18

      Company
      Profit for the year                                     4,058                -               -                -




                                                                                                          ACHIEVA LIMITED
                                                                                                         Annual Report 2009   81
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     32.    FINANCIAL RISK MANAGEMENT (Continued)

            Financial risk management objectives and policies (Continued)

     (i)    Foreign currency risk (Continued)

            The Group’s subsidiary companies use forward foreign exchange contracts with settlement period within one month
            to manage foreign currency exposures arising from normal trading activities. At balance sheet date, the total amount
            of outstanding forward foreign exchange contracts to which the Group is committed are as follows:-

                                                                                                       2009          2008
                                                                                                       $’000         $’000

            Forward foreign exchange contracts                                                         2,670         1,731

            These arrangements are designed to address significant exchange exposures, and are renewed on a revolving
            basis as required.

            At balance sheet date, the fair value of the Group’s currency derivatives of approximately $1,000 (2008: $34,000)
            is not material to the Group.

     (ii)   Interest rate risk

            Interest rate risk is the risk that changes in interest rates will have an adverse financial effect on the Group’s
            financial conditions and/or results. The primary source of the Group’s interest rate risk is its borrowings from and
            placement of excess funds to banks and other financial institutions in Singapore and overseas. The Group incurs
            net financing costs during the year.

            The Group ensures that it obtains borrowings and places out fixed deposits at competitive interest rates.

            The following table sets out the carrying amount, by maturity, of the Group’s financial instruments, that are
            exposed to interest rate risk:
                                                                                                 2009          2008
                                                                                                 $’000         $’000
            Within one year - fixed rates
            Fixed deposits                                                                      28,750        50,817

            Within one year – floating rates
            Trust receipts                                                                            18,039         20,830




     ACHIEVA LIMITED
82   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


32.    FINANCIAL RISK MANAGEMENT (Continued)

       Financial risk management objectives and policies (Continued)

(ii)   Interest rate risk (Continued)

       Interest in financial instruments subject to floating interest rates is repriced regularly. Interests on financial
       instruments at fixed rates are fixed until the maturity of the instruments. The other financial instruments of the
       Group that are not included in the above table are not subject to interest rate risks.

       The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative
       instruments at the balance sheet date and the stipulated change taking place at the beginning of the financial
       year and held constant throughout the reporting periods in the case of instruments that have floating rates. A 100
       basis point increase or decrease is used when reporting interest rate risk internally to key management personnel
       and represents management’s assessment of the possible change in interest rates.

       If the interest rates had been 1% higher/ lower and all other variables were held constant, the Group’s profit for
       the year ended 31 December 2009 would decrease/ increase by $180,390 (2008: $208,300). This is attributable
       to the Group’s exposure to interest rates on its variable rates on outstanding trust receipts.


(b)    Liquidity risk

       The Group monitors its liquidity risk and maintains a level of cash and bank balances deemed adequate by
       management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. Typically
       the Group ensures that it has sufficient cash on demand to meet expected operational expenses including the
       servicing of financial obligations. Such liquidity risks are minimised by the amount of cash and bank balances of
       $39.3 million as at 31 December 2009.

       All financial liabilities of the Group and the Company are due within one year. The Financial guarantees of the
       Company of approximately $17,676,000 (2008: $22,959,000) as disclosed in Note 30 are due within one year.

(c)    Credit risk

       Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss
       to the Group. The Group and Company ensure that sales of products and services are made to customers with
       appropriate credit history and have internal mechanisms to monitor the granting of credit and management of
       credit exposures. The Group and Company have made provisions for potential losses on credits extended. The
       Group’s and Company’s maximum exposure to credit risk in the event the counterparties fail to perform their
       obligations in relation to each class of recognised financial assets is the carrying amounts of those assets as
       indicated in the balance sheet. The Group has purchased certain credit insurance to reduce the credit risks from
       such extension of credits.

       The carrying amounts of cash and bank balances, trade and other receivables, represent the Group’s maximum
       exposure to credit risk in relation to financial assets. No other financial assets carry a significant exposure to
       credit risk.

       Cash and bank balances are placed with reputable local financial institutions. Therefore, credit risk arises mainly
       from the inability of its customers to make payments when due. The amounts presented in the balance sheet
       are net of allowances for impairment of trade receivables, estimated by management based on prior experience
       and the current economic environment.




                                                                                                              ACHIEVA LIMITED
                                                                                                             Annual Report 2009   83
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     32.    FINANCIAL RISK MANAGEMENT (Continued)

            Financial risk management objectives and policies (Continued)

     (c)    Credit risk (Continued)

            The age analysis of trade receivables is as follows:

                                                                                               Group
                                                                                       2009            2008
                                                                                       $’000           $’000

            Not past due and not impaired                                              9,069       11,420

            Past due but not impaired
            - Past due 0 - 3 months                                                   10,745           6,992
            - Past due over 3 months                                                     551             935

                                                                                      11,296           7,927

            Impaired trade receivables                                                 7,655       11,027

            Gross trade receivables                                                   28,020        30,374
            Less: Allowance for doubtful trade receivables                             (7,655)     (11,027)

                                                                                      20,365       19,347

            The movement in allowance for doubtful trade receivables is as follows:

                                                                                               Group
                                                                                       2009            2008
                                                                                       $’000           $’000

            Balance at beginning of the year                                          11,027       10,320
            Allowance for the year                                                        306       1,724
            Write-off during the year                                                  (3,110)       (320)
            Currency realignment                                                         (568)       (697)

            Balance at end of the year                                                 7,655       11,027




     ACHIEVA LIMITED
84   Annual Report 2009
Notes to the Financial Statements
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
(Amounts in Singapore dollars)


32.    FINANCIAL RISK MANAGEMENT (Continued)

(d)    Fair values of financial instruments

(i)    Fair value of financial instruments that are carried at fair value

       Fair value hierarchy

       Effective 1 January 2009, the Group adopted the amendment to FRS 107 which requires disclosure of fair value
       measurements by level of the following fair value measurement hierarchy.

       •      Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities

       •      Level 2 - 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), and

       •      Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs)

       The following table shows an analysis of financial instruments carried at fair value by level of fair value hierarchy
       as at 31 December 2009:

                                                                                          Group
                                                                     Level 1       Level 2     Level 3               Total
                                                                      $’000         $’000       $’000                $’000
       Derivatives
       - forward currency contracts                                        -             1                 -               1

       At balance sheet date, the fair value of the Group’s currency derivatives of approximately $1,000 (2008: $34,000)
       is not material to the Group and not included in the balance sheet.

       Determination of fair value

       Derivatives: The forward currency contracts are valued using a valuation technique with market observable
       input. The most frequently applied valuation technique includes forward pricing models, using present value
       calculations. The model incorporates various inputs including the foreign exchange spot and forward rates.

(ii)   Fair value of financial instruments that are not carried at fair value and whose carrying amounts are
       reasonable approximation of fair value

       The carrying amounts of cash and bank balances, trade and other receivables, amount due from subsidiaries,
       and trade and other payables are reasonable approximation of fair values due to the relatively short-term maturity
       of these financial instruments.




                                                                                                                ACHIEVA LIMITED
                                                                                                               Annual Report 2009   85
     Notes to the Financial Statements
     FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
     (Amounts in Singapore dollars)


     32.     FINANCIAL RISK MANAGEMENT (Continued)

     (d)     Fair values of financial instruments (Continued)

     (iii)   Fair value of financial instruments by classes that are not carried at fair value and whose carrying
             amounts are not reasonable approximation of fair value

             The fair value of financial liabilities by classes that are not carried at fair value and whose carrying amounts are
             not reasonable approximation of fair value are as follows:

                                                            Group                                    Company
                                                  Carrying                                  Carrying
                                                  Amount          Fair Value                Amount          Fair Value
                                               2009     2008    2009      2008           2009     2008    2009      2008
                                               $’000    $’000   $’000    $’000           $’000    $’000   $’000    $’000

             Non-current financial assets
             Other investments (Note 8)           44         57          *          *        -         -           -          -
             Loan to subsidiaries (Note 9)         -          -          -          -    6,004     3,123          **         **

             * Other investments (Note 8)
             The fair value information has not been disclosed for the Group’s other investments because fair value cannot be
             measured reliably. These equity equipments represent ordinary shares in companies that are not quoted on any
             market and do not have any comparable industry peer that is listed.

             ** Loan to subsidiaries (Note 9)
             The fair value information has not been disclosed for loan to subsidiaries because fair value cannot be measured
             reliably. The settlements of these amounts are neither planned nor likely to occur in the foreseeable future. As
             these amounts are, in substance, parts of the entity’s net investment in the subsidiaries, they are stated at cost
             less impairment.

             Capital risk management policies and objectives

             The Group manages its capital to ensure that entities within 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.

             The capital structure of the Group consists of debt, which includes trust receipts, cash and bank balances and
             equity attributable to equity holders of the parent, comprising issued capital and reserves.

             The Board of Directors reviews the capital structure on an annual basis. As part of this review, the committee
             considers the cost of capital and the risks associated with each class of capital. Based on recommendations of
             the committee, the Group will balance its overall capital structure through the payment of dividends, new share
             issues and share buy-backs as well as the issue of new debt or the redemption of existing debts. The Group's
             overall Strategy remians unchanged from 2008.




     ACHIEVA LIMITED
86   Annual Report 2009
Statistics of Shareholdings
AS AT 17 MARCH 2010



Issued and fully-paid up share capital                                             S$23,387,796
Class of shares                                                                    Ordinary shares
Voting rights                                                                      On a show of hands : 1 vote for each member
                                                                                   On a poll: 1 vote for each ordinary share
No of treasury shares                                                              Nil

DISTRIBUTION OF SHAREHOLDINGS
                                                               NO. OF                                      NO. OF
SIZE OF SHAREHOLDINGS                                       SHAREHOLDERS                   %               SHARES                     %
        1 -          999                                                4                 0.09                    630                 0.00
    1,000 -          10,000                                         1,629                38.58              8,503,046                 1.63
   10,001 -          1,000,000                                      2,555                60.52            212,436,187                40.63
1,000,001 AND        ABOVE                                             34                 0.81            301,902,833                57.74
                     TOTAL :                                        4,222               100.00            522,842,696               100.00

TWENTY LARGEST SHAREHOLDERS

NO.       NAME                                                                                        NO. OF SHARES                   %
1.        DBS VICKERS SECURITIES (S) PTE LTD                                                             127,483,009                 24.38
2.        OCBC SECURITIES PRIVATE LTD                                                                     29,663,000                  5.67
3.        KIM ENG SECURITIES PTE. LTD.                                                                    11,721,000                  2.24
4.        CITIBANK NOMINEES SINGAPORE PTE LTD                                                             11,549,000                  2.21
5.        CIMB-GK SECURITIES PTE. LTD.                                                                    10,508,000                  2.01
6.        UNITED OVERSEAS BANK NOMINEES PTE LTD                                                           10,186,000                  1.95
7.        NG CHEE SENG                                                                                    10,059,116                  1.92
8.        CHEN WALTER ROLAND                                                                              10,000,000                  1.91
9.        LO JU JIE                                                                                        8,855,815                  1.69
10.       LEU PAUL                                                                                         7,000,000                  1.34
11.       UOB KAY HIAN PTE LTD                                                                             5,253,000                  1.00
12.       PHILLIP SECURITIES PTE LTD                                                                       5,087,950                  0.97
13.       CHAI CHEE KENG                                                                                   5,050,000                  0.97
14.       DBS NOMINEES PTE LTD                                                                             4,435,000                  0.85
15.       HSBC (SINGAPORE) NOMINEES PTE LTD                                                                4,270,000                  0.82
16.       YU MAN-LI                                                                                        4,180,000                  0.80
17.       HONG LEONG FINANCE NOMINEES PTE LTD                                                              3,914,000                  0.75
18.       OCBC NOMINEES SINGAPORE PTE LTD                                                                  3,509,000                  0.67
19.       CHIN YOON TING                                                                                   3,000,000                  0.57
20.       NG FOOK SAN                                                                                      2,500,000                  0.48
          TOTAL :                                                                                        278,223,890                 53.20

SUBSTANTIAL SHAREHOLDER

                                                          Beneficial interest                          Deemed interest
No.       Name                                              No. of Shares                  %           No. of Shares                  %
1.        SUTL Global Pte. Ltd.     (a)
                                                              121,478,009                 23.23            9,339,000                  1.79
2.        Tay Teng Guan Arthur (b)                                      -                     -          130,817,009                 25.02

Notes:-
(a)
          The deemed interest of SUTL Global Pte. Ltd. arises out of the shares held by SUTL Corporation Pte. Ltd.
(b)
          The deemed interest of Tay Teng Guan Arthur arises out of the shares in which SUTL Global Pte. Ltd. has an interest in.

Percentage of Shareholding in public Hands
74.98% of the total number of issued ordinary shares capital of the Company is held by the public. Accordingly, the
Company has complied with Rule 723 of the Listing Manual of SGX-ST.


                                                                                                                           ACHIEVA LIMITED
                                                                                                                          Annual Report 2009   87
     Notice of Annual General Meeting
     Notice is hereby given that the Sixteenth Annual General Meeting of Achieva Limited will be held at ONE015 Marina
     Club, Room Constellation 1, Level 2, #01-01, 11 Cove Drive, Sentosa Cove, Singapore 098497 on 30 April 2010
     at 2:30 p.m. for the following business:

     ORDINARY BUSINESS

     1.     To receive and adopt the Directors’ Report and Audited Accounts for the year ended 31 December 2009.
                                                                                                       (Resolution 1)

     2.     To approve the payment of Directors’ Fees of S$96,000 for the year ended 31 December 2009. (Resolution 2)

     3.     To re-elect Mr Lew Syn Pau as a Director retiring under Article 110 of the Articles of Association of the
            Company.                                                                                  (Resolution 3)

     4.     To record the retirement of Mr Ng Fook San retiring as a Director under Article 110 of the Articles of Association
            of the Company and who has decided not to seek re-election.

     5.     To re-elect Mr Tay Teng Guan Arthur as a Director retiring under Article 120 of the Articles of Association of the
            Company.                                                                                          (Resolution 4)

     6.     To re-elect Mr Tay Teng Hock as a Director retiring under Article 120 of the Articles of Association of the
            Company.                                                                                    (Resolution 5)

     7.     To re-elect Mr Chan Kum Tao as a Director retiring under Article 120 of the Articles of Association of the
            Company.                                                                                   (Resolution 6)

     8.     To reappoint Horwath First Trust LLP as Auditors of the Company and authorise the Directors to fix their
            remuneration.                                                                           (Resolution 7)

     SPECIAL BUSINESS

     9.     To consider and, if thought fit, to pass the following Resolutions with or without any modification as Ordinary
            Resolutions:

            (a)     “That pursuant to and subject to Section 161 of the Companies Act, Cap. 50 and the Listing Manual,
                    guidelines and measures of the Singapore Exchange Securities Trading Limited (“SGX-ST”), authority be
                    and is hereby given to the Directors of the Company to issue shares in the capital of the Company and
                    convertible securities that might or would require new shares in the capital of the Company to be issued
                    including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or
                    other instruments convertible into shares (whether by way of rights, bonus or otherwise or in pursuance of
                    any offer, agreement or option made or granted by the Directors during the continuance of this authority
                    which would or might require shares or convertible securities to be issued during the continuance of this
                    authority or thereafter) 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 (notwithstanding that such issue of
                    shares pursuant to the offer, agreement or option or the conversion of the convertible securities may occur
                    after the expiration of the authority contained in this Resolution), provided that the aggregate number
                    of shares and convertible securities to be issued pursuant to this Resolution shall (i) in the case of a
                    renounceable rights issue undertaken at any time up to 31 December 2010 or such other date as may be
                    determined by the SGX-ST, not exceed one hundred per cent. (100%) of the total number of issued shares
                    of the Company excluding any treasury shares (“Issued Shares”), and (ii) in all other cases, not exceed
                    fifty per cent. (50%) of the Issued Shares of the Company, and provided further that where shareholders




     ACHIEVA LIMITED
88   Annual Report 2009
Notice of Annual General Meeting
       of the Company with registered addresses in Singapore are not given an opportunity to participate in the
       same on a pro-rata basis, then the aggregate number of shares and convertible securities to be issued
       other than on a pro rata basis to all shareholders of the Company shall not exceed twenty per cent. (20%)
       of the Issued Shares of the Company, and for the purpose of this Resolution, the percentage of Issued
       Shares shall be based on the Company’s issued share capital at the time this Resolution is passed (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 Listing
       Manual of the SGX-ST and (c) any subsequent consolidation or subdivision of shares), and unless revoked
       or varied by the Company in general meeting, such authority shall continue in force until the conclusion of
       the next Annual General Meeting of the Company or the date by which the next Annual General Meeting
       is required by law to be held, whichever is earlier.”                                       (Resolution 8)

 (b)   “That subject to and pursuant to the share issue mandate in Resolution 8 above being obtained, authority
       be and is hereby given to the Directors to issue new shares other than on a pro-rata basis to shareholders
       of the Company at an issue price which shall be determined by the Directors in their absolute discretion
       provided that such price shall not represent more than a twenty per cent. (20%) discount to the weighted
       average price per share determined in accordance with the requirements of the SGX-ST, and during the
       period up to 31 December 2010 or such other date as may be determined by the SGX-ST.”
                                                                                                  (Resolution 9)

 (c)    “That authority be and is hereby given to the Directors to offer and grant options in accordance with the
       provisions of the Achieva Limited Share Option Scheme approved by Shareholders in general meeting
       on 31 May 2001 and as may be amended from time to time (the “2001 Scheme”), and pursuant to
       Section 161 of the Companies Act, Cap. 50, to allot and issue from time to time such number of shares
       in the Company as may be required to be issued pursuant to the exercise of the options under the 2001
       Scheme (notwithstanding that such allotment and issue may occur after the conclusion of the next or any
       ensuing Annual General Meeting of the Company), provided always that the aggregate number of shares
       to be issued pursuant to the 2001 Scheme shall not exceed fifteen (15) per cent of the issued share capital
       of the Company from time to time.”                                                        (Resolution 10)

 (d)    “That the Directors be and are hereby authorised to make purchases (whether by way of market purchases
       or off-market purchases on an equal access scheme) from time to time of ordinary shares representing
       up to ten per cent. (10%) of the total number of issued ordinary shares in the capital of the Company
       (excluding any ordinary shares held as treasury shares) as at the date of the last annual general meeting
       or the date of this Resolution, whichever is the higher, unless the Company has effected a reduction of the
       share capital of the Company in which event the issued ordinary shares of the Company shall be taken
       to be the number of the issued ordinary shares of the Company as altered (excluding any ordinary shares
       held as treasury shares), at the price of up to but not exceeding the Maximum Price (as defined in the
       Company’s Addendum to Shareholders dated 13 April 2010 (being an addendum to the Annual Report
       of the Company for the financial year ended 31 December 2009) (the “Addendum”)), in accordance with
       the “Guidelines on Share Purchases” set out in the Appendix on pages 10 to 12 of the Addendum, and
       this mandate shall, unless revoked or varied by the Company in general meeting, continue in force until
       the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual
       General Meeting is required by law to be held, whichever is earlier.”                     (Resolution 11)




                                                                                                  ACHIEVA LIMITED
                                                                                                 Annual Report 2009   89
     Notice of Annual General Meeting
     10.      Any other ordinary business, which may be transacted at an Annual General Meeting.




     BY ORDER OF THE BOARD


     Adrian Chan Pengee
     Company Secretary
     13 April 2010


     NOTES:

     A member of the Company entitled to attend and vote at the above Meeting may appoint not more than two proxies to
     attend and vote in his stead.

     Where a member appoints two proxies, he shall specify the proportion of his shareholdings to be represented by each
     proxy. A proxy need not be a member of the Company.

     The instrument appointing a proxy must be deposited at the registered office of the Company not less than 48 hours
     before the time appointed for holding the Meeting.

     If the member is a corporation, the instrument appointing the proxy must be under seal or the hand of an officer or
     attorney duly authorized.


     EXPLANATORY NOTES:

     Resolution 2
     Resolution 2 above is to seek approval for the payment of S$96,000 as directors’ fees to the independent directors for
     the financial year ended 31 December 2009, which is an increase from the directors’ fees of S$95,000 for the financial
     year ended 31 December 2008.

     Resolution 3
     Mr Lew Syn Pau, if re-elected, will remain as Chairman (Non Executive), Chairman of the Audit Committee and
     Remuneration Committee and member of the Nominating Committee and will be considered as an independent
     Director.

     Resolution 4
     Mr Tay Teng Guan Arthur, if re-elected, will remain as a member of the Nominating Committee.

     Resolution 5
     Mr Chan Kum Tao, if re-elected, will remain as a member of the Audit Committee and Remuneration Committee.




     ACHIEVA LIMITED
90   Annual Report 2009
Notice of Annual General Meeting
Resolution 8
Resolution 8 above, if passed, empowers the Directors, from the date of the above Meeting until the next Annual
General Meeting, to allot and issue 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. The number of
shares and convertible securities that the Directors may allot and issue under the Resolution would not, (i) in the case of
a renounceable rights issue, exceed one hundred per cent. (100%) of the total number of issued shares of the Company,
and (ii) in all other cases, exceed fifty per cent. (50%) of the total number of issued shares of the Company, at the time
of the passing of the Resolution. However, for issues of shares and convertible securities other than on a pro rata basis
to all Shareholders, the aggregate number of shares and convertible securities to be issued shall not exceed twenty per
cent. (20%) of the total number of issued shares of the Company at the time of the passing of the Resolution.

Resolution 9
Resolution 9 above, if passed, will empower the Directors of the Company to issue shares in the capital of the Company
other than on a pro-rata basis to shareholders of the Company at a price which shall represent not more than a 20%
discount (or such other discount as may be permitted by the SGX-ST from time to time) to the prevailing market price
per share determined in accordance with the requirements of the SGX-ST, without seeking any further approval from
shareholders in general meeting but within the limitation imposed by the Resolution.

Resolution 10
Resolution 10 above, if passed, empowers the Directors to offer and grant options and to issue shares in connection
with the 2001 Scheme. This authority will, unless previously revoked or varied at a general meeting, expire at the
conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next
Annual General Meeting is required by law to be held, whichever is earlier. This authority is in addition to the general
authority to issue shares sought under Resolution 9.

Resolution 11
Resolution 11 above, if passed, empowers the Directors of the Company to make purchases (whether by way of market
purchases or off-market purchases on an equal access scheme) from time to time of up to ten per cent. (10%) of the
total number of issued ordinary shares in the capital of the Company (excluding any ordinary shares held as treasury
shares) as at the date of the last annual general meeting or the date of the Resolution, whichever is the higher, unless
the Company has effected a reduction of the share capital of the Company in which event the issued ordinary shares
of the Company shall be taken to be the number of the issued ordinary shares of the Company as altered (excluding
any ordinary shares held as treasury shares), at a price up to but not exceeding the Maximum Price (as defined in the
Addendum) (the “Share Purchase Mandate”).

The rationale for the Share Purchase Mandate, the source of funds to be used for the Share Purchase Mandate
(including the amount of financing), the impact of the Share Purchase Mandate on the Company’s financial position, the
implications arising as a result of the Share Purchase Mandate under the Singapore Code on Take-overs and Mergers
and on the listing of the Company’s Shares on the SGX-ST, the number of Shares purchased by the Company in the
previous twelve (12) months, as well as whether the Shares purchased by the Company will be cancelled or kept as
treasury shares, are set out in the Addendum.




                                                                                                           ACHIEVA LIMITED
                                                                                                          Annual Report 2009   91
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     ACHIEVA LIMITED
92   Annual Report 2009
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                                                ACHIEVA LIMITED
                                               Annual Report 2009   93
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     ACHIEVA LIMITED
94   Annual Report 2009
    ACHIEVA LIMITED                                                           Important:
    (Incorporated in the Republic of Singapore)                               1.   For investors who have used their CPF monies to buy
    (Company Registration Number: 199307251M)                                      Achieva Limited shares, this Annual Report is sent to
                                                                                   them at the request of their CPF Approved Nominees.
                                                                                   FOR INFORMATION ONLY.
    Proxy Form                                                                2.   This proxy form is not valid for use by CPF investors
    Annual General Meeting                                                         and shall be ineffective for all intents and purposes if
                                                                                   used or purported to be used by them.




    I/We,                                                                                                                         (Name)

    of                                                                                                                         (Address)

    being a *Member / Members of Achieva Limited (the “Company”) hereby appoint:-

                                                                       NRIC/ Passport           Proportion of Shareholdings
                 Name                             Address
                                                                            No.                 No. of shares       %




    and/or (delete as appropriate)

                                                                       NRIC/ Passport           Proportion of Shareholdings
                 Name                             Address
                                                                            No.                 No. of shares       %




    or failing *him/them the Chairman of the Annual General Meeting as *my/our proxy/proxies to attend and vote
    for *me/us on *my/our behalf and, if necessary, to demand a poll at the Sixteenth Annual General Meeting of the
    Company to be held at ONE°15 Marina Club, Room Constellation 1, Level 2, #01-01, 11 Cove Drive, Sentosa Cove,
    Singapore 098497 on 30 April 2010 at 2:30 p.m. and at any adjournment thereof.
    (Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the Reso-
    lutions as set out in the Notice of Annual General Meeting. In the absence of specific directions, the *proxy/proxies
    may vote or abstain as *he/they may think fit on any matter arising at the Annual General Meeting.)

     No.      Resolutions                                                                              For *              Against *
         1    Adoption of Directors’ Report and Audited Accounts
         2    Approval of Directors’ fees
         3    Re-election of Director – Mr Lew Syn Pau
         4    Re-election of Director – Mr Tay Teng Guan Arthur
         5    Re-election of Director – Mr Tay Teng Hock
         6    Re-election of Director – Mr Chan Kum Tao
         7    Appointment of Auditors and authorising Directors to fix their
              remuneration
         8    Authority to issue and allot shares pursuant to Section 161 of the Companies
              Act, Cap. 50
         9    If Resolution 8 is passed, authority to issue shares other than on a pro-rata
              basis at a discount of not more than 20% to the weighted average price
              per share
         10   Authority to issue and allot shares pursuant to the exercise of options under
              the Achieva Limited Share Option Scheme
         11   Authority to purchase shares pursuant to the Share Purchase Mandate
         12   Any other business

    Dated this              day of            2010
                                                                           Total number of Shares in:                 No. of Shares
                                                                           (a) CDP Register
                                                                           (b) Register of Members

    Signature(s) of member(s)/Common Seal


    IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS PROXY FORM





    * delete as appropriate.
Notes :-

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

2.    Where a Member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of
      his shareholding to be represented by each proxy.

3.    This instrument appointing a proxy or proxies must be signed by the appointor or his/her duly authorized attorney.
      Where this 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 authorized officer.

4.    A Member which is a body corporate may also appoint an authorized representative or representatives in
      accordance with Section 179 of the Companies Act, Cap. 50, to attend and vote for and on behalf of such body
      corporate.

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

6.    This instrument appointing a proxy or proxies, duly executed, must be deposited at the Registered Office of the
      Company at 240 MacPherson Road #02-04 Pines Industrial Building, Singapore 348574 at least 48 hours before
      the time fixed for holding the meeting.

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


General

The Company shall be entitled to reject this 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 on this instrument appointing a proxy or proxies. In addition, in the case of Members whose shares
are deposited with The Central Depository (Pte) Limited (“CDP”), the Company may reject any instrument appointing a
proxy or proxies lodged if such Members are not shown to have shares entered against their names in the Depository
Register 48 hours before the time appointed for holding the meeting as certified by CDP to the Company.
        ACHIEVA LIMITED
      240 Macpherson Road #02-04
Pines Industrial Building, Singapore 348574
              Tel : 6841 4898
              Fax : 6748 7219
Email : investor_relations@achieva.com.sg
      Website : www.achieva.com.sg

				
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