GLOBAL TESTING CORPORATION LIMITED 2008 ANNUAL REPORT AND ACCOUNTS ENABLING INNOVATION, SHAPING SOLUTIONS

Transcription

1 GLOBAL TESTING CORPORATION LIMITED 2008 ANNUAL REPORT AND ACCOUNTS ENABLING INNOVATION, SHAPING SOLUTIONS

2 Contents CORPORATE PROFILE 01 EXECUTIVE CHAIRMAN S MESSAGE 02 OPERATIONS REVIEW 04 BOARD OF DIRECTORS 06 SENIOR MANAGEMENT 08 CORPORATE INFORMATION 10 CORPORATE GOVERNANCE 13 FINANCIAL CONTENTS 22

3 ESTABLISHED IN 1998, GLOBAL TESTING CORPORATION LIMITED ( GTC ) IS ONE OF THE LARGEST INDEPENDENT TESTING SERVICES COMPANIES IN THE ASIA-PACIFIC REGION. THE GROUP PRIMARILY PROVIDES TESTING SERVICES SUCH AS WAFER SORTING AND FINAL TESTING TO THE SEMICONDUCTOR INDUSTRY, FOCUSING ON LOGIC AND MIXED SIGNAL SEMICONDUCTORS USED IN CONSUMER ELECTRONICS AND COMMUNICATION DEVICES. As part of its testing services, the Group provides test program development, conversion and optimisation services, load board and probe card design, and leases its testers to customers for trial and pilot testing purposes on an ad hoc basis. With its main testing facilities in Hsin Chu, Taiwan and a testing facility in California, USA, the Group is strategically located in key semiconductor manufacturing bases to better serve its customers. The Group s customers include foundries such as Taiwan Semiconductor Manufacturing Company Limited ( TSMC ) and United Microelectronics Corporation ( UMC ), fabless companies such as Marvell Technology Group Limited ( Marvell ) and Sunplus Technology Co. Limited ( Sunplus ), as well as integrated device manufacturers, NXP Semiconductors ( NXP ) and Advanced Micro Devices Inc ( AMD ). GTC was listed on the Main Board of the Singapore Exchange Securities Trading Limited in August CORPORATE PROFILE ENABLING INNOVATION, SHAPING SOLUTIONS 01

4 EXECUTIVE CHAIRMAN S MESSAGE DEAR SHAREHOLDERS, On behalf of the Board of Directors, I present to you Global Testing Corporation s annual report for the financial year ended 31 December 2008 ( FY2008 ). PERFORMANCE REVIEW We live in challenging times. Notwithstanding the ups and turns of the market, we remain focused on technological progress and excellence. Leveraging on our engineering capabilities, we expanded our scope of services to include testing of PC-related chips such as graphics and HDD controllers. We also won orders from the smartphone sector. We believe that enabling innovation and shaping solutions to meet the needs of our customers will enable us to ride through these difficult times. In 2008, the semiconductor industry went through a challenging year as the turmoil in the financial markets hit the global economy in the later half of the year. The unprecedented deterioration in worldwide markets led to a sharp and rapid decline in consumer demand, which was way below market expectations. While the Group experienced pockets of strength in niche areas such as the PC and smartphone markets in the first half of 2008, we were similarly impacted by the industry-wide reduction of inventory levels in the second half of the year. In view of the uncertainty ahead, our customers across PC, communications and consumer electronics sectors scaled down orders. In fact, the market demand was way below expectations in the fourth quarter of The Group therefore reported a 9.7% decline in full-year revenue to US$55.6 million and a net loss of US$3.0 million. Nevertheless, we continued to preserve our cash and liquidity position. During the year under review, the Group acquired new properties in Hu Kou, Hsin-Chu County in Taiwan, on which some of our facilities are currently located, for US$8.9 million. Following the acquisition of these freehold properties, the total built-in floor area of GTC s properties increased three times to reach 26,429 square metres. Despite the above acquisition of properties, we continued to enjoy a strong cash position, with US$41.8 million in cash and cash equivalents and a positive free cash flow of US$1.1 million for FY2008. Our gearing ratio improved from 46.1% in FY2007 to 35.3% in FY2008. The ownership of these properties will allow the Group to have better control over our operating costs, given that rental rates in the surrounding Industrial Park are on an upward trend. In the long term, these new facilities will also allow greater room and flexibility for further expansion within our compound and position the Group to ride on the recovery in demand once the economy picks up. In line with the industry conditions, the Group s total capital expenditure ( capex ) for property, plant and equipment committed in FY2008 stood at approximately US$31.1 million, including US$8.9 million for the acquisition of new properties. 02

5 THE ROAD AHEAD As the global economic downturn deepens in 2009, the Group expects the overall semiconductor industry to remain weak in the year ahead. With the prevailing uncertainty and little visibility in the marketplace, customers are expected to continue to pare their inventories, resulting in a further significant cut back in the market demand for our services. In view of the challenging business outlook, the Group is in the process of implementing several cost-cutting measures including retrenchments, salary adjustments, flexible working arrangements, as well as manpower restructuring across departments. In accordance with the weak market demand, the Group would also reduce and control its capital expenditure in the year ahead. APPRECIATION On behalf of the Board of Directors and the management team, we would like to thank our shareholders, customers and business associates for your support and confidence in GTC. We would also like to recognise and thank all our dedicated employees for their hard work, innovation and support. With your support, we are well positioned to weather the stormy business environment in the year ahead. Pierre Chen, Tie-Min Executive Chairman 09 April 2009 EXECUTIVE CHAIRMAN S MESSAGE We believe that enabling innovation and shaping solutions to meet the needs of our customers will enable us to ride these difficult times. 03

6 OPERATIONS REVIEW FINANCIAL OVERVIEW GEOGRAPHICAL REVIEW BACK TO FUNDAMENTALS OUTLOOK 04

7 The Group reported a revenue of US$55.6 million for FY2008, down 9.7% compared to US$61.6 million recorded the year before. The Group s lower revenue was mainly due to the scaling down of orders from our customers that were affected by the rapidly deteriorating global economy in the second half of No sector was spared as customers in the PC, communications and consumer electronics segments worked on reducing their inventory towards the end of the year. The Group s gross profit rose 36.3% to US$9.7 million in FY2008, compared to US$7.1 million registered in FY2007. The increase was due mainly to the revision of estimated useful lives of certain categories of plant and equipment that resulted in an increase in depreciation expense in FY2007. Other operating expenses reduced from US$30.0 million in FY2007 to US$4.5 million, attributed primarily to a one-time impairment loss for certain categories of plant and equipment and depreciation expense resulting from a change in depreciation policy in FY2007. As a result, the Group narrowed its net loss to US$3.0 million in FY2008. The Group s basic loss per share was 0.31 US cents in FY2008. Net asset value per share was US cents, as at 31 December Capital expenditure ( capex ) for property, plant and equipment committed in FY2008 was approximately US$31.1 million. During the financial year under review, the Group continued to strengthen its financial cash position and register a healthy free cashflow. The Group reported a positive free cashflow of US$1.1 million, with cash balances of US$41.8 million. Taiwan remains the key market for the Group, accounting for 40.4% of the total revenue contribution for FY2008. Singapore and the United States accounted for 28.1% and 28.0% respectively, while Canada, the Philippines and Hong Kong accounted for the remaining 3.5%. During the financial year, the Group focused on streamlining its cost structure and employing effective cost control measures. The management adopted various strategies to manage its foreign exchange exposure, such as converting part of the Group s cash in US dollars to NT dollars and re-denominating part of the existing syndicated loan into US dollars. In view of the credit squeeze faced by financial markets worldwide, the Group also maintained a healthy gearing ratio and current ratio for the year under review, reflecting its liquidity and ability to meet its short-term obligations. During the year under review, the Group acquired new properties on which some of the Group s facilities are currently located. The properties, located at Hsin-Chu County in Taiwan, were acquired for a total of US$8.9 million. Prior to the acquisition, GTC owned two parcels of land occupying 2,816 square metres on Guangfu Road, with existing facilities and a built-in floor area of 7,341 square metres. Through the acquisition, the built-in floor area of GTC s entire office and factory compound at Guangfu Road increased to 26,429 square metres, and the total land area increased to 15,783 square metres. The Group had decided to acquire its adjacent facilities, given that rental rates in the surrounding Industrial Park are persistently on an upward trend. Ownership of our properties will allow the Group to manage its operating costs more effectively in the years ahead. Moving forward, the Group is cautiously aware of its prospects and expects business for the year ahead to remain challenging. The rapidly deteriorating global economic environment and turmoil in the financial markets have translated to the softening demand in the semiconductor industry. During this difficult period, the Group will mobilise all efforts to reduce our cost base and manage our cash and liquidity position efficiently. The Group is in the process of implementing several cost-cutting measures including retrenchments, salary adjustments, flexible working arrangements, as well as manpower restructuring across departments. Given the weak market demand, the Group will also reduce and control its capital expenditure in the year ahead. 05

8 BOARD OF DIRECTORS MR PIERRE CHEN, TIE-MIN Executive Chairman Member of Nominating Committee Member of Remuneration Committee Mr Pierre Chen, Tie-Min is the Executive Chairman of the Group and was appointed to the Board on 30 August Mr Chen is responsible for overseeing the overall strategic direction of the Group. Mr Chen is also Chairman and CEO of Yageo Corporation where he has worked since 1983, having risen from the position of President (responsible for Yageo Corporation s business operations) to Chief Executive Officer (responsible for the corporate strategy function of Yageo Corporation) to his current designation of Chairman. Mr Chen holds a Bachelor of Engineering Science degree from the National Cheng Kung University, Taiwan. MR PAUL CHIEN, SHYUR-JEN Executive Director and Acting Chief Executive Officer Mr Paul Chien, Shyur-Jen is the Executive Director and Acting Chief Executive Officer of the Group. Mr Chien was appointed Executive Director of the Group on 31 October 2006 and was re-elected to the Board on 27 April Mr Chien had earlier been appointed as the Executive Chairman of the Group s wholly-owned Taiwan subsidiary, Global Testing Corporation on 16 October 2006 and Acting Chief Executive Officer of the Group on 16 October With over 25 years of industry experience, he assists in overseeing the overall strategic direction of the Group. Prior to joining the Company, Mr Chien was Chairman and President of Vanguard International Semiconductor Corp. ( Vanguard ), a leading Taiwanese specialty IC foundry service provider. Mr Chien also served as Senior Director with TSMC from 1988 to 1995, and had earlier held various engineering and managerial positions at Intel Corporation s Technology Development department. MR HWU JON-FWU Executive Director Acting President of GTC Taiwan Mr Hwu Jon-Fwu was appointed Executive Director on 27 August 2004 and was re-elected to the Board on 25 April Mr Hwu is also Chairman of GTC US where he is responsible for its strategic development. Mr Hwu has been the President of GTC Taiwan since 16 February 2009 where he is responsible for the overall operations. Mr Hwu had served in various capacities in the Group including Vice Chairman, Chief Executive Officer, President and Executive Vice President of GTC Taiwan and Chairman of GTC US. Prior to founding GTC s business in 1998, he worked for several companies in the semiconductor industry such as KLA-Tencor Corporation where he held the post of Manager responsible for design work on inspection equipment, and National Semiconductor Corporation where he held the post of Technical Specialist responsible for the design and testing of semiconductors. Mr Hwu holds a Master of Science degree in Electrical Engineering from Santa Clara University, USA and a Master of Engineering degree from Utah State University, USA. MR KENNETH TAI, CHUNG-HOU Non-Executive Director Mr Kenneth Tai, Chung-Hou was appointed Non-Executive Director on 30 August 2004 and was re-elected to the Board on 27 April Mr Tai is currently the Chairman of InveStar Capital Inc., DigiTimes Publications Inc., and RichTek Technology Corp. In addition, Mr Tai sits on the Board of various public-listed companies in Taiwan. Between 1976 and 1993, Mr Tai co-founded and held senior positions in Acer Group where he was responsible for, inter alia, the sales and marketing strategy for the US market. Mr Tai holds a Master s degree in Business Administration from TamKang University, Taiwan and a Bachelor of Science degree in Electrical Engineering from National Chiao Tung University, Taiwan. 06

9 MR KUAN WHENG-JING Independent Director Chairman of Nominating Committee Member of Remuneration Committee Mr Kuan Wheng-Jing was appointed Independent Director on 5 January 2005 and was re-elected to the Board on 28 April Mr Kuan was the Founder, CEO and Executive Chairman of SmartASIC Technology, Inc. ( SmartASIC ), a fabless semiconductor company whose shares are quoted on the Emerging Market of the GreTai Securities Market. Prior to founding SmartASIC, Mr Kuan was also the Co-Founder and Vice-President of Worldwide Sales and Marketing at NeoParadigm Labs, Inc. from 1996 to From 1990 to 1996, Mr Kuan held various positions at WYSE Technology Inc., starting out as Market Planning Manager at their San Jose office and rising to Vice President and General Manager of Worldwide Monitor Business at their Taiwan office. Mr Kuan holds a Doctor of Philosophy and a Master of Science degree in Chemical Engineering from the Leland Stanford Junior University, USA as well as a Bachelor of Science degree in Chemical Engineering from the National Cheng Kung University, Taiwan. MR CHIA SOON LOI Independent Director Chairman of Remuneration Committee Member of Audit Committee Member of Nominating Committee Mr Chia Soon Loi was appointed Independent Director of Global Testing Corporation Limited on 17 November 2004 and re-elected to the Board on 27 April Mr Chia also holds the position of Non-Executive Chairman at ASJ Holdings Limited, a SGX mainboard-listed company. He has more than 25 years of experience in the electronics industry as Founder and Director of Cony Electronics (S) Pte Ltd, as well as an extensive experience in the food and beverage industry. Mr Chia also serves on the Board of several other companies in Singapore and overseas, in both the electronics and non-electronics industries. MR GEOFFREY YEOH SENG HUAT Independent Director Chairman of Audit Committee Member of Remuneration Committee Mr Geoffrey Yeoh was appointed Independent Director of Global Testing Corporation Limited on 30 April 2007 and was re-elected to the Board on 28 April He has more than 16 years of experience in the finance and banking industry and is presently the Executive Director of Jasper Investments Limited, a SGX mainboard-listed company. Mr Yeoh also holds the post of Independent Director for the following SGX mainboard-listed companies: PCA Technology Limited and ASJ Holdings Limited. Mr Yeoh has a Bachelor s degree in Economics from the London School of Economics and is a Fellow of the Association of Chartered Certified Accountants. MR SUNNY WONG FOOK CHOY Independent Director Member of Audit Committee Member of Nominating Committee Mr Sunny Wong Fook Choy was appointed Independent Director of Global Testing Corporation Limited on 22 March 2005 and was re-elected to the Board on 28 April He started his legal career in 1982 and is a practising advocate and solicitor of the Supreme Court of Singapore. He is currently the Managing Director of Wong Tan & Molly LLC. He holds a Bachelor of Laws (Honours) degree from the National University of Singapore. 07

10 SENIOR MANAGEMENT MR BOSEN HSU, WEN-CHING Vice President, Sales and Marketing Mr Bosen Hsu, Wen-Ching, Vice President, Sales and Marketing, is responsible for the Group s business development. He joined the Group in March 2004 and had been responsible for technology development until January Prior to joining the Group, he was Senior Manager at the Asia Pacific office of DEK Printing Machines Limited, a semiconductor packaging system company, and was responsible for business development and project coordination from March 2003 to March From November 1999 to March 2003, Mr Hsu worked for Agilent Technologies, Inc. as Director of the Greater China region responsible for the Application Engineering Team, and from November 1997 to October 1999, for Hewlett Packard s semiconductor testing unit in Taiwan as District Manager. From August 1994 to November 1997, Mr Hsu was a Senior Engineer at Macronix International Co., Ltd., a semiconductor manufacturing company. Mr Hsu holds a Master of Science degree in Electrical Engineering from Northeastern University, USA and an Associate Bachelor s degree from the National Taipei University of Technology, Taiwan. MR JASON WU, CHIEN-HSIEN Vice President, Chief Financial Officer Mr Jason Wu, Chien-Hsien, Chief Financial Officer, is responsible for spearheading the Group s financial management and operations. Mr Wu is a finance professional and veteran with over 10 years of managerial experience in Asia s banking sector. Prior to joining the Group in April 2006, Mr Wu was with the Bank of Taiwan for over 13 years. Since 1995, he has been involved extensively in the area of syndicated finance. Mr Wu was also the Head of Credit & Marketing at the Bank of Taiwan s Singapore Branch responsible for syndicated loans arrangement and participation as well as non-performing loans recovery. In addition, he holds two MBAs from the University of Cambridge, UK and the University of Pittsburgh, USA. MR ERIC WU, CHIH-MING Vice President, Administration Mr Eric Wu, Chih-Ming, Vice President, Administration, oversees the day-to-day operations of the Administration Division. Prior to joining the Group in November 2006, Mr Wu was the Deputy Program Director of Wafer Production Division and Operation Division/ PC & IE of Vanguard from October 2003 to October Mr Wu had joined Vanguard in October 1995 as an IE Senior Engineer/ New Fab Planning before taking on other responsibilities within Vanguard. He was also an assistant researcher at the Chun Shan Institute of Science & Technology, Taiwan from October 1989 to September

11 MR JAMES LO, JIAN-MING Vice President, Operations Mr James Lo, Jian-Ming, Vice President, Operations, is responsible for the Group s operations including manufacturing and engineering with effect from February Mr Lo joined the group as Product Engineering Director in March 2005 with extensive experience in the area of testing engineering for sixteen years. He was Senior Director of Logic and Mixed-Signal Test Division at KING YUAN Electronics Co. Ltd., a Taiwan IC testing house, from 2000 to From 1998 to 2000, Mr Lo was Manager of Wafer Test Plant at Worldwide Semiconductor Manufacturing Corporation, and held the position of Deputy Manager in the Test Engineering Department at WINBOUND Electronics Co. Ltd. In addition, Mr Lo holds a Bachelor of Engineering degree in Electronics Engineering from the Chung Yuan Christian University, Taiwan. MR LIN CHING-TUNG Vice President, Quality Management Mr Lin Ching-Tung, Vice President, Quality Management, is responsible for the Group s quality control with effect from 20 January He joined the Group as Manufacturing Director in February 2006 and as the Vice President of Operation Center from January 2007 to January Mr Lin was previously the Head of Production at STATS ChipPAC Taiwan Semiconductor (Winstek Semiconductor Corporation), a Taiwan testing house and subsidiary of STATS ChipPAC Ltd. He had also held various positions overseeing production and quality control in King Yuan Electronics Company from 1999 to From 1996 to 1998, Mr Lin was in charge of quality control, operations and training at Thailin Semiconductor Corp. He holds a Bachelor s degree in Chemical Engineering from Ta Hwa Institute of Technology, Taiwan. SENIOR MANAGEMENT An experienced team will ensure that we successfully navigate through the current global economic turmoil and position GTC to take advantage of an inevitable upturn. 09

12 CORPORATE INFORMATION BOARD OF DIRECTORS Mr Pierre Chen, Tie-Min Executive Chairman Mr Paul Chien, Shyur-Jen Executive Director and Acting Chief Executive Officer Mr Hwu Jon-Fwu Executive Director Mr Kenneth Tai, Chung-Hou Non-Executive Director Mr Kuan Wheng-Jing Independent Director Mr Geoffrey Yeoh Seng Huat Independent Director Mr Chia Soon Loi Independent Director AUDIT COMMITTEE Mr Geoffrey Yeoh Seng Huat (Chairman) Mr Chia Soon Loi Mr Sunny Wong Fook Choy NOMINATING COMMITTEE Mr Kuan Wheng-Jing (Chairman) Mr Pierre Chen, Tie-Min Mr Chia Soon Loi Mr Sunny Wong Fook Choy REMUNERATION COMMITTEE Mr Chia Soon Loi (Chairman) Mr Pierre Chen, Tie-Min Mr Geoffrey Yeoh Seng Huat Mr Kuan Wheng-Jing COMPANY SECRETARY Abdul Jabbar Bin Karam Din LLB (Hons) Mr Sunny Wong Fook Choy Independent Director REGISTERED OFFICE 4 Battery Road #15-01 Bank of China Building Singapore HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS Factory I: No. 75 Guangfu Road Hu-Kou Hsin-Chu Industrial Park Hsin-Chu County 303 Taiwan Factory III: No. 42 Guangfu-Nan Road Hu-Kou Hsin-Chu Industrial Park Hsin-Chu County 303 Taiwan SHARE REGISTRAR AND SHARE TRANSFER OFFICE Boardroom Corporate & Advisory Services Pte. Ltd. 3 Church Street #18-01 Samsung Hub Singapore SOLICITORS Rajah & Tann LLP 4 Battery Road #26-01 Bank of China Building Singapore AUDITORS Deloitte & Touche (Singapore) 6 Shenton Way #32-00 DBS Building Tower Two Singapore Partner-in-charge: Cheng Ai Phing Appointed since 12 October

13 CORPORATE INFORMATION PRINCIPAL BANKERS Hua Nan Commercial Bank Ltd Chu Pei Branch No. 159 Hsien-Cheng 9th Road Chu Pei City, Hsin-Chu Taiwan Ta Chong Bank Ltd Taipei Branch No. 112 Kung-Fu North Road Taipei Taiwan Land Bank Of Taiwan Hsingong Branch No. 76 Chung-Hwa Road Hu-Kou Hsin-Chu Industrial Park Hsin-Chu Hsien Taiwan INVESTOR RELATIONS ADVISOR Citigate Dewe Rogerson i.mage 1 Raffles Place OUB Centre, #26-02 Singapore INVESTOR RELATIONS WEBSITE INVESTOR RELATIONS CONTACT Mr Jason Wu, Chien-Hsien jasonwu@gttw.com.tw 11

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16 GLOBAL TESTING CORPORATION LIMITED No. 42 Guangfu-Nan Road Hu-Kou Hsin-Chu Industrial Park Hsin-Chu County 303 Taiwan Telephone : Facsimile :