Sie sind auf Seite 1von 102

Annual Report 2008

DELIVERING
INSTANT
RESULTS

DELIVERING INSTANT RESULTS

PROFESSIONAL.
Annual Report 2008

INNOVATIVE.
14 Woodlands Link Singapore 738739 • Tel: (65) 6756 6033 • Fax: (65) 6756 2547 PASSIONATE.
LOVING.
www.vizbranz.com
Corporate
Information
DIRECTORS
Chng Khoon Peng
Chairman
Ben Chng Beng Beng
Deputy Chairman & Managing Director
Tan Kok Hiang
Executive Director
Yuen San Seng
Independent Director
Tan Hwee Yong
contents

Independent Director

AUDIT COMMITTEE
Yuen San Seng Chairman
Tan Hwee Yong
Tan Kok Hiang

NOMINATING COMMITTEE
Tan Hwee Yong Chairman
Yuen San Seng
Ben Chng Beng Beng

Corporate Information REMUNERATION COMMITTEE


Yuen San Seng Chairman
01 The Viz Branz Story Tan Hwee Yong
Ben Chng Beng Beng
02 Chairman’s Notes
COMPANY SECRETARIES
06 All-in-one: Our Group Structure Susie Low Geok Eng
Chee Choi Chun
07 Here’s a toast! Our Milestones

08 A Winning Blend REGISTERED ADDRESS & HEAD OFFICE


Our Board of Directors 14 Woodlands Link
Singapore 738739
10 Our Management Team Telephone: 6756 6033
Facsimile: 6756 2547
11 A Perfect Brew: Website: www.vizbranz.com
Our Operations Review
SHARE REGISTRAR
15 5-Year Results M & C Services Pte Ltd
138 Robinson Road #17-00
17 Corporate Governance
The Corporate Office
27 Directors’ Report Singapore 068906
Telephone: 6227 6660 / 6228 0530
29 Statement by Directors Contact Person: Mr James Cheong

31 Independent Auditors’ Report AUDITORS


Ernst & Young LLP
32 Consolidated Income Statement Public Accountants and Certified Public Accountants
Partner in charge:
33 Balance Sheets Max Loh Khum Whai
(since financial year ended 31 December 2005)
35 Statements of Changes in Equity

37 Consolidated Cash Flow Statement PRINCIPAL BANKERS


DBS Bank Ltd
38 Notes to the Financial Statements Overseas Chinese Banking Corporation
CIMB Bank Berhad
90 Shareholdings Statistics
COMPANY REGISTRATION NO.
92 Notice of Annual General Meeting 199401631K

Proxy Form
Viz Branz Limited Annual Report 2008

the

S t ory
From its humble beginnings since 1988 in a small rented
factory as its first premises, Viz Branz Limited – formerly
known as Gold Roast Holdings Pte Ltd – has grown into a
public listed company on the Singapore Stock Exchange.

Specialising in the manufacture and Gold Roast Food Industry Pte Ltd, a
export of fine-quality instant beverages, wholly owned subsidiary of Viz Branz
mixes, snack foods and non-dairy Limited, is fully HACCP-certified and
creamer, this home-grown Singapore committed to the highest levels of
company has moved from strength to food safety and quality. With the long-
strength, with manufacturing operations term goal to become the first choice in
in Singapore, People’s Republic of China, convenient and nourishing food in the
Myanmar, Thailand and Vietnam. markets where it operates, Viz Branz
aims to enhance consumer lifestyles
Today, Viz Branz’s products are sold
everywhere with more refined products
under various brands such as Gold Roast,
to choose from.
BenCafe, Cafe 21, CappaRoma and Jaffa
Juice in various markets such as People’s
Republic of China, SE Asia, Indochina,
Iran, Japan, Africa, Middle East and USA.

0
Chairman’s
Notes
Another year and we have more records
for the Company. I am pleased to report
that 2008 has proven to be a watershed
year with compelling results.

Dear Shareholders,

It is my pleasure to be able to bring some good tidings to you in the context of the current
gloomy global environment which is plagued by recession, plummeting world trade and a
haemorrhaging financial system.

For the Company, 2008 was yet another watershed year, with more new records established,
following a trend set since 2004, when our sales turnover first hit $100 million.

First off would be the highest annual sales turnover achieved by our Company in its history.
For FY2008, we recorded a sales turnover of $155.6 million, up 13% from the $137.9 million
for last year.

In tandem with the record sales turnover, the Company also achieved new historical highs
for net profit before tax and net profit after tax. Net profit before tax rose 41% from $11.2
million in FY2007 to $15.8 million in FY2008 whilst net profit after tax rose from $9.2 million
last year to $12.0 million this year, up 30%. Earnings per share based on weighted average
number of ordinary shares in issue rose from 6.43 cents last year to 8.41 cents this year.

I am pleased to report that the improvement in the sales turnover was maintained
consistently throughout the financial year, across all our market sectors as well as in our
core business segment. Again we attained new highs in sales turnover for each of the
half year with $73.9 million in the first half of FY2008 and $81.7 million for the second half,
against $64.4 million and $73.5 million respectively for each of the halves of FY2007.

This was indeed a very noteworthy achievement, especially in the most trying and
challenging conditions permeating throughout 2008.

During the year, we had the typhoon “Nargis” hitting Myanmar a key part of our SEA/
Indochina market, causing congestion at the ports. This in turn resulted in inordinate
delays to our shipments of raw materials which threatened to disrupt our operations.
Fortunately we had sufficient stocks of existing raw materials available to continue normal
production with minimal interruptions.

Then there was the massive earthquake in the Sichuan province, one of our smaller market
in the People’s Republic of China. We experienced a fall in sales volume there for a few

0
Viz Branz Limited Annual Report 2008

months as a result. This was followed by the melamine scandal in the People’s Republic of
China. Fortunately, due to our stringent production controls, high standards of hygiene
practised and usage of high quality raw materials we were only minimally affected. Like all
other food and beverage producers, our products were tested by the relevant authorities
in various markets and found to be safe for consumption. Finally in the last few months of
2008, there was the spectre of a meltdown in the global financial system which created a
desperate business environment that was near to catatonic rancour.

Similar to last year, our SEA/Indochina market sector recorded the largest increase in
sales turnover from $65.2 million for FY2007 to $75.8 million for FY2008, up 16%. Sales
in our other major market sector, the People’s Republic of China rose a modest 6% from
$67.1 million to $71.2 million whilst exports to other parts of the world soared 54% from
$5.6 million to $8.6 million.

Notwithstanding the very volatile market conditions with high prices of crude oil and
other raw materials up to October 2008, the Company’s focus on its core business of
instant beverages yielded an increase in sales turnover of 17% or $20.0 million, from
$119.2 million last year to $139.2 million for FY2008. However sales turnover for our other
two minor business segments fell, with flexible packaging printing shrinking 16% from
$11.2 million to $9.4 million and snack foods & others by 7% from $7.5 million to $7.0
million. The fall in flexible packaging printing sales turnover was due mainly to higher
internal demand arising from increased sales volumes, tighter credit controls as well as
more selective approach for external customers.

Continuing from last year, the Company’s efforts in effectively managing procurement
of raw materials, strict and efficient inventory controls, rationalisation of costs, coupled
with higher selling prices in selective markets and a softening of material prices in 4Q
2008 resulted in an increase in gross margins for the year. Thus for FY2008, the Company
achieved a gross margin of 35% against 33% for FY2007.

With higher sales volumes and increased gross margins, the Company reaped gross
profits of $54.9 million for the year, up 20% from $45.9 million for FY2007. After deduction
of expenses, net profit before tax of $15.8 million was attained, up 41% from last year.
Correspondingly, net profit after tax rose by 30% to $12.0 million.

This year the operations of the various companies in the Group generated positive cash
flows of $15.2 million, compared to $11.1 million last year, up 37%. This can be mainly
attributed to operating profit before working capital changes of $20.4 million, an increase
of $6.2 million in payables, offset by an increase of $9.0 million in inventories. There
was net cash inflow from financing activities of $4.1 million mainly from a bank term loan
and proceeds from our warrant issue, offset by payment of dividends. Investing cash
outflow of $11.0 million was used for the acquisition of property, plant and equipment.
Consequently, there was an increase in cash and cash equivalent of $8.3 million for the
year, up from the $4.4 million for last year.

Touching on the 3 issues that I brought up last year, I am glad to inform that our non-dairy
creamer plant started trial production in September 2008 and commenced commercial
production in November 2008. It is presently meeting part of the total requirement of
our Group. More importantly, this will enable us to maintain effective control over the
supply, quality and costs of one of our main material components with some cost-saving
benefits.

About
Café 21
Singapore’s very own and first unsweetened white coffee mix, Café 21 was
a hit among coffee drinkers who were looking for something different in
the generic market of instant coffee mixes, when it was launched in 1998.
Using only the finest soluble Colombian Arabica coffee and non-dairy
creamer, Café 21 gives you the choice of having your coffee the way you
want. Take it with anything that you like, or just as it is.

0
Secondly, as all our shareholders probably know, the Company successfully alloted and issued
41,421,943 warrants on 1 July 2008 on the basis of 3 warrants for every ten existing ordinary shares
held by shareholders of the Company at an issue price of $0.05 per warrant. There were valid
acceptances received for 40,947,064 warrants and excess applications for 31,242,960 warrants.

Thirdly, our Bridge Shine companies which are involved in the business of coffee roasting,
distribution of roasted coffee beans, roast and ground coffee and coffee machines in the People’s
Republic of China has continued with its break-even performance for FY2008. They are now an
approved supplier of roasted coffee beans for Pizza Hut and KFC and can be expected to grow in
conjunction with the expansion of these major fast food chains.

Prospects & Strategies


Going forward, the company expects very tough operating conditions as the whole world
grapples with contracting economies, negative growth, tightening bank credits, massive job-
cuts and retrenchment as well as falling consumption. The only positive factor that we can look
forward to is the current low raw materials prices which should contribute to our ongoing cost
rationalisation.

Under such bleak and uncertain circumstances then, the Company will continue to focus its efforts
on its existing major markets of SEA/Indochina and the People’s Republic of China, where it enjoys
branding advantage and a premium on its products. We will channel resources to consolidate our
strong presence, widen existing distribution networks and expand our reach in these markets.
Apart from these major markets, the Company will continue to try to increase its exports to
markets such as Japan, Taiwan, Iran, USA, North Africa, Central Asia and the Middle East.

Secondly, the Company will continue with another proven strategy of sustaining and improving
operational productivity and efficiency. This would involve effective management of procurement
of raw materials, streamlining and rationalisation of costs and overheads, reducing wastage,
optimising of inventory levels and building an efficient, leaner organisational structure. This has

This would be the highest annual sales turnover achieved by


our Company in its history. For FY2008, we recorded a sales
turnover of $155.6 million, up 13% from the $137.9 million
for last year.
resulted in the improvement of our margins over the last 2 years. Further cost savings can be
expected once our non-dairy creamer plant goes into full production in 2Q 2009 and meet more
of our internal requirements. A trading subsidiary, VB Global Trade Pte Ltd was formed on 18
August 2008 to undertake amongst other trading activities, bulk purchasing of raw materials for
the Group. This is expected to help achieve some cost savings as well.

Thirdly, we will continue to concentrate on our prowess and expertise in branding and brand
management. Having recognisable brands in our various markets enable us to continue to enjoy
improving sales volumes as well as premium selling prices for our products. We will endeavour to
enhance the effectiveness of our marketing initiatives so as to extract and generate higher sales
and profits per dollar spent.

In the case of the Bridge Shine companies, which are now operating on a stable break-even basis,
we would continue to try to increase our sales of roasted coffee beans and coffee machines to the
international fast food chains operating in the People’s Republic of China. Apart from the organic
growth of the branches of these international fast food chains, we can look forward to the 2010
World Expo to be held in Shanghai to boost consumption of freshly brewed coffee. The continued
influx of foreign tourists and businessmen into the People’s Republic of China would also help
expand the coffee-drinking culture and thus further improve business prospects for them.

With respect to our business segments, we will continue to emphasize on our core business of
instant beverages. In line with the present worldwide trend, the Company would continue to
improve on its existing products as well as develop new products which offer high nutritional
and healthier values. Our R&D teams have been tasked to concentrate on this and to ensure that
different products are developed to meet the different unique requirements and nuances of each
of our markets.

We come now to the major factors that will affect our performance in 2009 and the next few
years.

0
Viz Branz Limited Annual Report 2008

As usual, the fluctuation in the exchange rates of the Renminbi and to a lesser extent, of the US
Dollar against the Singapore Dollar will have an impact on our performance. This situation arises
because our reporting currency is the Singapore Dollar and a significant amount of business is
conducted and transacted in the People’s Republic of China in Renminbi. Additionally, certain
purchases and export sales are in US Dollars. The whole world is currently in recession with negative
growth predicted for 2009 for almost each and every country. For one of our major market, the
People’s Republic of China, an anaemic growth rate has been forecasted, as the country attempts
to stimulate internal growth to counter the massive loss in its exports. There is much uncertainty
everywhere as the effect of the financial stimulus packages of the developed countries have yet
to be seen and depressionary forces continue to bear down on all the economies. The economic
slowdown may be prolonged due to many factors and may result in consumers spending less, in
which case demand for our products will be affected. In the case where deflation occurs, there will
also be pressure on the selling prices of our products.

On the cost side however, there is a slightly more positive note. If raw material prices and the cost
of crude oil remain low and stable, we will be able to reduce costs of materials used, transportation
and distribution costs as well as other production overheads. This together with our other measures
such as inventory controls and procurement management will help us maintain or even improve
our profitability.

On balance, without taking too sanguine a view amid the current carnage, I would like to say that
due to our strong establishment, active and effective management as well as continued focused
business strategies, we believe we can withstand the existing economic tsunami.

Change of Financial Year-End


On 25th February 2009, the Company announced that it will change its financial year-end to 30th
June each year instead of the present 31st December, with effect from financial year 2009. The
first financial year with this new financial year-end will be from 1st January 2009 to 30th June 2009.
This change will help to ease the congestion and burden on our auditors and our staff as most
companies in Singapore have financial year-ends on 31st December.

Proposed Dividends
I am pleased to announce to our loyal shareholders that the Board has recommended a final
dividend of 1.00 cent tax exempt (one-tier) per share for the financial year ended 31st December
2008, amounting to $1,374,238.

This, together with the interim dividend of 0.50 cent tax exempt (one-tier) per share paid on 18th
September 2008 amounting to $691,246 means that dividend for FY2008 amount to 1.50 cents per
share, same as for FY2007.

Acknowledgement
The Board believes that the success of Viz Branz depends on the talent, capabilities and skills of
its management and staff. The strong performance for 2008 has been made possible through
the fantastic efforts, dedication, diligence and contributions of all our employees. My fellow
directors and I offer our special thanks to our management and staff for their exceptional efforts
and extraordinary commitment in delivering the sterling performance.

I would like to thank my fellow Directors, the Audit Committee, Nominating Committee and
Remuneration Committee for their valuable contributions.

Last but not least, on behalf of the Board of Directors, I offer my sincere thanks to all our
shareholders, customers, bankers, partners and business associates for their continued and
unwavering support.

I look forward to continue to deliver greater shareholder value to you in the years ahead.

Chng Khoon Peng


Group Executive Chairman

0
About
CappaRoma All-in-One
Low Fat Our Group Structure
CappaRoma Low Fat instant
coffeemix is the latest coffee
innovation to be launched
by Viz Branz Limited. Using
sophisticated blend of quality
Colombian and Brazilian beans
finely balanced with low fat
creamer and sugar, CappaRoma
Low Fat coffeemix is created with
the well being of Singapore’s
health-conscious women in mind.

Being Singapore’s first low fat


and low sugar instant coffee,
CappaRoma Low Fat instant VB Global Trade Pte Ltd
coffee seeks primarily to Singapore
100%(1)
address the needs of the
health-conscious,
Gold Roast (Thailand) Pte Ltd Gold Roast (Thailand) Co., Ltd
cosmopolitan woman Singapore Thailand
who wants to cut 100% 99.993%
down on fat and
sugar intake without Gold Roast Food Industry Pte Ltd
compromising Singapore
on taste. 100%

Shantou Oriental
Confectionary Food Co., Ltd
PRC
100%(2)

Shantou Gold Roast


Food Ind. Co., Ltd
PRC 93.75%

Shantou Oriental
Packaging Ind. Co., Ltd
PRC
99%

Gold Roast (Vietnam) Pte Ltd Gold Roast (Vietnam)


Singapore Company Limited
100% Vietnam 100%

Raku Holdings Pte Ltd Raku Bar Pte Ltd


Singapore Singapore
90% 90%

Bridge Shine Coffee


(Shanghai) Co., Ltd
PRC
75%

Bridge Shine Coffee Equipment


(Shanghai) Co., Ltd
PRC
76.19%
Note:
(1) Formerly known as Gold Roast
Xinzheng Viz Branz Singapore Pte Ltd
Foods Co., Ltd (2) Based on the paid-up registered
PRC
100% capital of SOCF

0
Viz Branz Limited Annual Report 2008

Here’s aToast
Our Milestones
1996 to 1998 2003
Gold Roast Instant Cereal Mix Gold Roast Food Ind. (Singapore)
Ranked first in sales volume, sales turnover and market HACCP Certification for gourmet roasted coffee beans
share in the instant cereal mix market in PRC Awarded By TUV SUD PSB Pte Ltd
Awarded By China Statistical Information Centre
Jaffa 100% Juice
1996 Healthier Choice Symbol (HCS) for Jaffa 100% Apple
Gold Roast Food Ind. (Singapore) Juice and Orange Juice
10th Golden Europe Award for quality (250ml & 2 litre)
Awarded By The Editorial OFICE - Trade Leaders Club in Paris, Awarded By Health Promotion Board
14th International Europe Award for Quality (New Millennium
Award) Shantou Gold Roast Food Ind. (PRC)
2000 - 2002 Top 100 Overseas-Chinese Enterprise
1998 Invested in People’s Republic of China - Star Award
Gold Roast Food Ind. (Singapore) Awarded By People’s Republic of China
Excellence in Marketing
Awarded By Marketing Institute of Singapore 2005
Viz Branz Limited
Café 21 Tasty Singapore Brand Ambassador for Gold Roast,
Singapore Packaging Star Award for Consumer CappaRomA, Café 21, Calsome, Fresh Up, AmeriCafe
Packaging & BenCafe.
Awarded By Packaging Council of Singapore and SCI Awarded By IE Singpaore
Packaging Industry Group
CappaRomA Low Fat
1999 Singapore Star Award for Consumer Packaging
CappaRomA Cappuccino Awarded By Packaging Council of Singapore and Singapore
Singapore Star Award for Consumer Packaging Manufacturers’ Federation
Awarded By Packaging Council of Singapore and SCI
Packaging Industry Group Healthier Choice Symbol (HCS) for CappaRomA Low
Fat 50% Less Sugar
Shantou Gold Roast Food Ind. (PRC) Awarded By Health Promotion Board (HPB)
Selected as one of the 123 companies in the PRC that
cooperates with the Departments of Administration Asia Star Packaging Award 2005
of Industry and Commerce to combat counterfeit Awarded By Asian Packaging Federation
products and protect producers’ and consumers’
interest. 2006
Awarded By State Administration of Industry and Commerce,
Gold Roast Food Ind. (Singapore)
the PRC
AVA’s Food Safety Award for achieving an “A” grading
for eight consecutive years (2000 - 2008)
2000 Awarded By Agri-Food & Veterinary Authority of Singapore
BenCafe Instant Coffee Mix (AVA)
Singapore Star Award for Consumer Packaging
Awarded By Packaging Council of Singapore and Singapore
Gold Roast Instant Cereal Mix
Confederation of Industries
Guangdong Top Brand Award
Awarded By Guangdong Province “Top Brand” Promotion
Gold Roast Food Ind. (Singapore) Committee appointed by Governor of
HACCP Certificate for the manufacture of instant Guangdong Province, the People’s Republic of China
beverages
Awarded By Singapore Productivity and Standards Board ( now 2007
known as SPRING) Gold Roast Shantou ISO9001:200, ISO22000:2005 &
GB/T 19001-200
Gold Roast Instant Cereal Mix
Well-known brand product Gold Roast Shantou “C” certification
Awarded By Various Shantou Authorities in the PRC Awarded By The Bureau of Quality and Technical Supervision
of Guangdong Province
2001
Viz Branz Limited Gold Roast Shantou ”Quality & Safety” Certification
Operational Headquarter (“OHQ”) Status (QS 认证)
Awarded By Economic Development Board of Singapore Awarded By The Bureau of Quality and Technical Supervision
of Guangdong Province
2002
Café 21 2008
Singapore Promising Brand Award (Product) Gold Roast Food Ind. (Singapore)
Café21 2 in 1 Instant Coffeemix AVA’s Food Safety Award for achieving an “A” grading
Awarded By ASME Lianhe Zaobao under extension scope for Non Dairy Creamer plant
Awarded By Agri-Food & Veterinary Authority of Singapore
(AVA)

0
A Winning
blend
Chng Khoon Peng
Group Executive Chairman

Ben Chng Beng Beng Tan Kok Hiang


Group Managing Director and Deputy Chairman Executive Director

Yuen San Seng Tan Hwee Yong


Independent Director Independent Director
Viz Branz Limited Annual Report 2008

Our Board of Directors


Chng Khoon Peng is the Group Executive Chairman and a founder of the Company.
He has been instrumental in charting the development of the Group since its inception
in 1988, and currently plays an important role in setting and implementing the Group’s
policies for business growth and expansion. He has over 30 years of experience in
the food and beverage industry. In May 2000, Mr Chng was elected President of the
Shantou Jinyuan District Food Merchants Association. In 1999, he was awarded the title
“Honorable Citizen of Shantou City”, in recognition of his economic contributions and
generous contributions to charities. He has also been President of The Federation of
Chinese Associations of Malaysia, Perlis State Branch since 1994.

Ben Chng Beng Beng is the Group Managing Director and Deputy Chairman and is
responsible for all aspects of the Group’s day-to-day operations and the development
of business and management strategies of the Group. On April 15 2002, Mr Chng
assumed the position of Managing Director of the Group. He is also responsible for the
overall strategic direction of the Group. Mr Chng joined the Group in April 1993 as a
sales executive in Singapore. He was subsequently involved in export sales. In August
1994, he was appointed as Managing Director of Gold Roast Food Industry Pte Ltd.
Since then, he has helped expand the operations and sales of the Group to Indochina
and South-East Asia. Mr Chng graduated from the University of Western Australia, with
a Bachelor of Computer and Mathematical Sciences in 1992.

Tan Kok Hiang is an Executive Director of the Group and is assisting the Group Managing
Director in business development, strategic planning, resources management, investor
relations and corporate communications.He has more than 29 years of experience
in accounting, corporate finance, strategic planning and business development. Mr
Tan holds a Bachelor of Accountancy degree ( with Honours ) from the University of
Singapore and is a member of the Singapore Institute of Directors. He also sits on the
board of few other public listed companies in Singapore.

Yuen San Seng is an Independent Director. He is currently a business consultant and


a businessman. Mr Yuen was appointed Director and General Manager of Shantou
Oriental Confectionery Food Co., Ltd in 1992, and Shantou Gold Roast Food Ind Co.,
Ltd in 1994. From 1992 to 1999, Mr Yuen was primarily responsible for overseeing the
day-to-day operations in the PRC. He was appointed as an Executive Director of the
Group in June 1994. From October 1999, Mr Yuen retired from active office, and was
appointed as a non-Executive Director of the Group. He holds a Bachelor of Commerce
(Honors) from Nanyang University. Before joining the Group in July 1992, Mr Yuen had
served in the credit and marketing, international and retail departments of DBS Bank
for 16 years.

Tan Hwee Yong was appointed as an Independent Director of the Group on 21 June
2002. He is currently an Executive Director of Bernard Valuers & Real Estate Consultants
Pte Ltd. Mr Tan has more than 20 years of experience in property valuation, agency,
management and consultancy. He was also a lecturer at the Singapore Institute of
Management and the Association of Singapore Real Estate Agents in 1996 and 1997.
He graduated from the National University of Singapore with a Bachelor of Science in
Estate Management in 1984.

0
Our Management Team
Soh Puay Khong is the Chief Operating Officer and he also oversees the Branding
and Sales department. He joined the Group in September 1999. Over the last 25
years, Mr Soh has held senior managerial positions in Carnaud Metal Box Ltd, and
General Manager/ Director in AMB Packaging (Malaysia) Sdn. Bhd. and Interpack
(Hong Kong) Containers Ltd, certain subsidiaries of Amcor Group Limited (Australia)
as well as in SCA Weyerhaeuser Packaging Holding Asia Limited. His prior positions
have located him in Malaysia, Hong Kong and the PRC, and he is well versed with the
business environments of these countries. He holds a Bachelor of Science degree
from Nanyang University, Singapore and majored in Chemistry and Mathematics.
In 1986, he graduated from the Institute of Marketing, Singapore, with a diploma in
sales and marketing. In 1987, he obtained a diploma in marketing from the Institute
of Marketing, United Kingdom.

Lam Weng Kok is the Chief Financial Officer. Mr Lam joined the Group in October
1997 and is responsible for the overall financial and information technology functions
of the Group. He is a Fellow of the United Kingdom Association of Chartered
Certified Accountants, and also a member of the Institute of Certified Public
Accountants of Singapore. Mr Lam joined General Motors Singapore Pte Ltd in 1978
as an Accountant. Since then, he has held positions in Asea Brown Boveri Pte Ltd as
a Deputy Finance and Administration Manager (1984 to 1989) and Augat Pte Ltd as a
Finance and Administration Manager (1989 to 1995) overseeing the financial, human
resources and management information systems of these two companies. He was
the Financial Controller of Thomas & Betts (SEA) Pte Ltd from 1995 to 1997.

Low Hang Teo joined Viz Branz Limited in September 2001 as General Manager
(China). He is responsible for the Group’s operations in the PRC, namely Shantou
Gold Roast Food Ind. Co., Ltd, Shantou Oriental Confectionary Food Co., Ltd.,
Shantou Oriental Packaging Ind. Co., Ltd., and XinZheng Viz Branz Foods Co., Ltd.
Prior to joining Viz Branz Limited, he was General Manager of Shanghai ST Food
Ind. Co., Ltd., a subsidiary company of Singapore Food Industries Ltd. Mr. Low has
over 23 years of experience in the food industry and has been involved in food
manufacturing, international food procurement, food distribution, new product
development, new market development, sales and marketing. Mr Low holds a
Bachelor of Arts Degree from the Nanyang University (Singapore).

About
Gold Roast
Improved Blend 3 in 1 Coffeemix
Gold Roast Improved Blend 3 in 1 Coffeemix is carefully formulated
with quality coffee, non-dairy creamer and sugar to yield a heavy rich
flavour with a finely balanced and fragrant aroma. Enjoy a great cup of
stronger coffee anytime, anywhere.

10
Viz Branz Limited Annual Report 2008

A Perfect

brew:
Our Operations Review

AN OVERVIEW OF 2008

FY2008 was one of the most eventful years in the history of our Group.

We achieved a double-digit growth in turnover with a record $155.6 million earned in FY2008
compared to $137.9 million in FY2007, translating into a year-on-year increase of 13%.

Our main markets located in the People’s Republic of China, and various countries across South
East Asia and Indochina, as well as our smaller export markets to the rest of the world, experienced
growth in FY2008.

Contribution to Group revenue by the People’s Republic of China market rose by 6% from $67.1
million in FY2007 to $71.2 million in FY2008, whereas sales generated from markets outside the
People’s Republic of China increased by a collective 19% from $70.8 million to $84.4 million.

The record performance achieved is a remarkable testimony to our ability to harness growth and
profitability. We continued to grow our top-line performance despite the episodes of difficulties
occurring in the People’s Republic of China and Myanmar. Our team has demonstrated a high
degree of managerial acumen and adaptability, sound market knowledge and took decisive
action to overcome the challenges expediently.

FY2008 first saw the onslaught of Cyclone Nargis - one of the worst natural disasters in Myanmar,
followed by an outbreak of melamine contamination involving dairy and non-dairy products
produced in the People’s Republic of China. The badly battered consumer confidence took a
further dive in the latter half of FY2008 with the onset of the global financial crisis. The year also
saw the price of crude oil reaching its historical high, leading to the ensuing rapid escalation of
costs and inflation across the markets in which we operate.

Despite these challenges, we have continued to excel in the tough, competitive environment
by seizing every opportunity with more purpose and urgency. We have also made outstanding
progress in executing our breakthrough strategy of building a powerful portfolio of brands in
our markets.

Overcoming Key Challenges in FY2008

In Myanmar, Cyclone “Nargis” swept across the country on 2 May 2008, leaving behind a trail
of destruction, causing severe damages to some of the country’s infrastructure. The ports in
Yangon, where our raw materials arrive at, were closed for a month after the disaster. Roads
within the city and nearby towns were also destroyed. The immediate concern then was to ensure
our supply to the market would not be affected by the closure and there were sufficient raw
materials to sustain production.

Led by a wealth of experience accumulated from years of operating within Myanmar, we were able
to mitigate the effects of the destructive cyclone by having the foresight of maintaining adequate
levels of raw materials and finished goods in various transit locations close to our consumers, thus
ensuring a continuous supply to the distributors and consumers. This tactical inventory strategy
had helped to minimize disruption to production and distribution despite damages caused by
Cyclone Nargis.

11
2008 Profit from Operations 2008 Profit from Operations
by Business Segment ($’000) by Geographical Segment ($’000)

409 409 443 443


1,677 1,677 5,150 5,150

14,65814,658 11,15111,151

Instant Instant Flexible FlexibleSnack Foods


Snack Foods The PRCThe PRC
SEA andSEA and
Others Others
Beverages
Beverages
PackagingPackaging
& Others& Others IndoChina
IndoChina
Printing Printing

The unraveling of the Melamine contamination scare Against this backdrop of challenges, our strong
which originated from the People’s Republic of China management team who weathered past crises and
caused widespread panic both within the country and accumulated precious experience in the process,
in the region. The resultant global recalls of products has done well to sustain the continual improvement
containing Chinese dairy produce disrupted supply of our sales and profit margin.
and led to a critical review of food safety issues, in
particular, Chinese dairy produce. To deal with the A CLOSER LOOK AT OUR BUSINESS
impact of the contamination scare, our operation in SEGMENTS
the People’s Republic of China was quick to react
and we were able to ascertain, within a short time of Instant beverages
the outbreak, our products were free of melamine.
Sales of instant beverages rose 17% to $139.2 million
Our leading position and a strong record of good from $119.2 million reported in FY2007.
safety standards helped to secure consumer
The People’s Republic of China Market
confidence quickly. Within the People’s Republic of
China, we continued to improve and sold more as Our flagship brands of instant cereal mixes,
consumer support for our products remained strong. Goldroast and Primeroast continued to experience
Our products such as cereal-mix were much sought strong growth in our established markets of coastal
after as a replacement for dairy products that were cities along the eastern seaboard of the country.
thought to be tainted by melamine.
Our Goldroast brand continued to be a market
Outside the People’s Republic of China, the leader in the provinces of Guangdong, Zhejiang, and
melamine scare also had a similar impact and led to a Hainan Island, while our Primeroast brand retained
dismal loss of consumers’ confidence in China-made leadership position in the province of Fujian.
dairy and non-dairy produce. The crisis heightened
awareness on the issue of food safety and gave us The impressive performances of our brands were
the opportunity to cement our reputation as a safe, due to our continuous brand building efforts through
trustworthy and responsible manufacturer and won a myriad of targeted advertising and promotional
us the trust of consumers in all our markets. New activities over the years which yielded excellent
legislative and preventive measures were introduced results in differentiating and strengthening the
subsequently to ensure melamine-free products. Group’s products in these markets. Our products
However, in the process of implementation, these are highly regarded and popular and our brands
measures created some inconvenience and disruption exemplify both quality and value.
to our operations as all creamers, regardless of
country of origin, are subjected to stringent tests Furthermore, our sales performance has been
and clearing procedures. These developments led boosted by the healthy relationship we enjoy with
to longer clearance time at ports. our distributors, who have ensured the in-depth
geographical coverage of our products across the
Following the melamine incident, the world was coastal provinces. Our strong partnership with our
rocked by the global financial crisis. One immediate distributors gives us a critical advantage in the
concern for us was how our operations and cash flow marketplace and is one of the key to our success in
management including collection of receivables this market.
would be affected. To manage operational
effectiveness throughout the organisation, we As a result of our distribution strength and strong
continued to sharpen our focus on prudent cost brand quality, consumers have been able to place
management and credit control. their trust in our products, thereby mitigating
the effect of the melamine scare on our sales
performance.

12
Viz Branz Limited Annual Report 2008

2008 Turnover by 2008 Turnover by Geographical


Business Segment ($’000) Segment ($’000)

6,973
6,973
8,540
8,540 75,807
75,807
9,354
9,354

139,240
139,240
71,220
71,220

Instant
Instant Flexible
Flexible SnackSnack
FoodsFoods The PRC
The PRC SEA and
SEA and Others
Others
Beverages
Beverages Packaging
Packaging & Others
& Others IndoChina
IndoChina
Printing
Printing

The financial crisis which unfolded at the end of FY2008 may have
an effect on our sales in FY2009. Consumers’ confidence dented
by a forecasted slower economic growth could dictate a more About
Calsome
challenging operating environment in the coming year.

In response to these ensuing challenges, we are actively seeking out


new markets and second-tier distributors to improve geographical
coverage by reaching out to even more remote areas in the four
Calsome is the leading instant
provinces that have traditionally been our stronghold.
cereal beverage drink in
We will continue to strengthen our brand positioning through Myanmar. Calsome uses only the
further marketing and promotional activities that will further finest and freshest ingredients
improve our brand image, while executing ongoing research and to ensure that consumers get
development efforts to improve our product quality and extend
to enjoy not only a delicious but
our reach further.
healthy drink as well.
South East Asia and Indochina
Calsome is also the first cereal
Sales in these markets increased 16% from $65.2 million in FY2007
to $75.8 million in FY2008 on the back of price hikes and increased drink in Myanmar that contains
sales volume. calcium – the essential mineral
for development of strong
In Myanmar, our three core products: Goldroast coffeemix, Royal
and healthy bones. It has thus
Myanmar Teamix, and Calsome cerealmix continued to register
improved sales performance as a result of a combination of become an essential drink among
factors. Myanmar consumers who need
to supplement their diet with
Firstly, our distribution reach has extended further to more
calcium.
remote towns and villages and enhanced the exposure of our
products by placing them within reach of our buyers. This was
facilitated through a close strategic relationship we share with our
distributors and contacts we have built over our years of operation
in the country.

Secondly, we continued to lead in a market with our portfolio of


brands of instant beverages. The market leadership has offered us
an unique competitive advantage over other providers. With our
three leading brands of products, we are firmly entrenched and
have long established ourselves as a brand associated with quality
and consistency.

Thirdly, our products are widely known to be nutritious while


affordable and suitably priced to enhance the dietary needs of
our consumers in Myanmar.

Therefore, despite the disruption caused by Cyclone Nargis


on roads and ports across the country, our sales performance
remained strong on the back of sustained demand.

13
In addition, from experience, we have taken network and we are looking forward to further
deliberate measures to maintain an adequate boosting our presence in these markets through
level of inventory accordingly, in anticipation of better working relationship with the appointed
any unforeseen circumstances, especially in this distributors in the respective markets and more
relatively under-developed and closed country, to advertising and promotion activities.
prevent any possible disruption to operations and
production. Roast and ground coffee

As a result of rocketing inflation domestically and Bridge Shine Coffee Equipment (Shanghai) Co.,
the melamine scare, the Vietnam market which Ltd and Bridge Shine Coffee (Shanghai) Co., Ltd
comprise a small percentage of our sales in these are registering on track development. Apart from
regions, recorded a flat performance. Competition supplying major international fast food chains
remained steep in the presence of strong and like Pizza Hut with gourmet coffee machines, this
entrenched international and local brands. However, segment of our business also caters to local café
we recognise there is good potential in this market chains and five-star hotels with coffee machines
which will facilitate greater growth for the Group as well as gourmet roast and ground coffee. Many
in the future. Our Vietnam operation is in its initial international fast food outlets in the PRC are
phase of business cycle so we will accordingly focus currently in their evaluation phase to decide on the
our marketing and promotional efforts to create a use of coffee machines to serve quality gourmet
more enduring brand image in the hearts of our coffee in their outlets. This could potentially benefit
target audience. Bridge Shine, although we expect possible delay
in their decision in view of current unfavourable
Despite keen competition, an increase in the selling economic situation.
prices on almost all products sold in Singapore was
implemented to protect eroding margins which had Although we are breaking even within this segment
resulted from raw material cost increases. of our business, however, as a result of the current
economic downturn, we are putting on hold further
Sales of our range of instant coffee mixes under expansion plans till there is a turn in the overall
the brand of Goldroast and innovative coffee economic climate.
mixes like Café 21, a low fat range of coffeemix and
Capparoma, sustained steady growth . Flexible packaging and printing

The opening of our new creamer factory in Overall sales of flexible packaging and printing
Woodlands Singapore is going to aid us in our was flat in FY2008. Sales to external parties fell
ongoing research and development efforts beside 16%, or $1.8 million, from $11.2 million in FY2007 to
cost saving. We will enjoy economies of scale as $9.4 million in FY2008 mainly due to our focus on
we supply our other factories with the non-dairy supporting the increase in internal requirements
creamer produced in-house, while being able to and more stringent credit control.
securely build a taste and blend of instant mix that is
As prices of oil rose during the first nine months
unique to our products.
of the year, we became more selective on external
Snack foods customers, and only chose to work with those who
exhibited sound financial strength and were less
The snack foods segment of our business is located price-sensitive. In this more prudent process of
in the Henan province in China. This segment streamlining our operations, we scaled back on
registered a drop in FY2008 as gross margins were external sales.
eroded due to the exponential increase of palm oil
prices in the beginning of the year. As the price of Moving Forward
palm oil weakened toward the end of last year, we
We firmly believe that a challenging environment,
anticipate that this segment of our business will
where excellent performance is better recognized
return to normal soon.
and rewarded, can bring out the best in an
Other markets - exports organization. Since commencement, our goal has
always been to create a sustainable business that
Sales generated from other markets grew 54% to will provide and facilitate a competitive edge in any
record $8.6 million in FY2008 compared to $5.6 economic environment. To this end, we strive harder
million in FY2007. by focusing on ways to improve margins, expand
our portfolio of brands and products and improve
Increase in sales mainly came from exports to Japan operational excellence. With our focus, commitment
and the Middle East region where our brands and and experience, we are in a sound position to face
products have received warm response. Our growth and tackle the challenges ahead.
can be attributed to our improved distribution

14
Viz Branz Limited Annual Report 2008

5-year
Results
Financial Results ($’000) 2004 2005 2006 2007 2008

Turnover 100,578 110,507 117,151 137,895 155,567

Profit from operations 1,919 1,856 3,710 12,069 16,744

Financial expenses, net (1,310) (1,469) (1,317) (902) (990)

Profit before tax, before MI 609 387 2,393 11,167 15,754

Income tax expense (363) (321) (766) (1,954) (3,756)

Profit after tax, before MI 246 66 1,627 9,213 11,998

Minority interests 112 55 (118) (306) (396)

Net profit attributable to shareholders 358 121 1,509 8,907 11,602

Earnings per share (cents) 0.26 0.09 1.08 6.43 8.41

Financial Positions ($’000) 2004 2005 2006 2007 2008

Fixed assets 40,829 37,131 36,068 39,369 47,672

Non-current assets 272 463 324 285 229

Current assets 51,871 59,821 49,722 62,932 78,445

Current liabilities (35,117) (40,006) (28,372) (35,368) (45,401)

Net current assets 16,754 19,815 21,350 27,564 33,044

Non-current liabilities (6,213) (5,401) (4,662) (6,029) (7,933)

Minority interests (613) (558) (514) (746) (976)

Shareholders’ equity 51,029 51,450 52,566 60,443 72,036

Total net assets 51,642 52,008 53,080 61,189 73,012

Net assets per share (cents) 37.11 37.38 38.15 43.78 52.42

15
Profit (Loss) from Operations ($’000)
by Business Segment by Geographical Segment

14,658

11,151
11,331

9,761
6,065

5,150
3,306

2,646

2,140
1,281

1,677

1,795
872
893

443
711

621

425

106
409

168
(2,164)
313
273

(217)

(746)

(191)
(255)

(44)
18

2004 2005 2006 2007 2008 2004 2005 2006 2007 2008

Instant Beverages PRC


Flexible Packing Printing SEA and IndoChina
Snack Foods & Others Others

Turnover ($’000)
by Business Segment by Geographical Segment
75,807
139,240

71,220
67,103
65,233
119,219

61,108
56,315
100,177

53,089

52,158
49,911
92,490

45,467
82,257
12,622

8,540
12,108

11,145
10,735

9,354

5,559
7,531

6,973

4,281
6,239

3,885
5,909
5,699

2,022

2004 2005 2006 2007 2008 2004 2005 2006 2007 2008

Instant Beverages PRC


Flexible Packing Printing SEA and IndoChina
Snack Foods & Others Others

16
Viz Branz Limited Annual Report 2008

Report on Corporate Governance

The Directors and Management of Viz Branz are committed to maintaining a high standard
of corporate governance within the Group. Good corporate governance establishes
and maintains an ethical environment in the Group, that strives to enhance the interests
of all shareholders. This report describes Viz Branz’s corporate governance processes
and activities with specific reference to the Code of Corporate Governance (references in
brackets are to the Principles of the Code).

1 Board of Directors

The Board, which meets at least twice a year and when necessary, supervises
the management of the business and affairs of the Group. The Board approves
the Group’s corporate and strategic direction, appointment of directors and key
managerial personnel, annual budgets, major funding and investment proposals, and
reviews the financial performance of the Group. (Prin. 1)

To facilitate effective management, certain functions have been delegated to various


Board committees, each of which has its own written terms of reference that was
prepared under the guidance of legislation and the Code. The matrix of Board
members’ participation in the various Board committees is provided on page 21. This
reflects each Board member’s additional responsibilities and special focus on the
respective Board committees of the Company.

Key information regarding the Directors is provided in “Directors’ Information” on


page 9. Details of the number of Board meetings held in the year and the attendance
of each Board member at those meetings and meetings of the audit committee are
provided on page 21. (Prin. 1)

The Board comprises five directors, two of whom are independent and non-executive
and whose objective judgement on corporate affairs and collective experience are
valuable to the Company. No individual or small group of individuals dominate the
Board. (Prin. 2)

The Board believes in the division of responsibilities at the top of the Company such
that no one individual represents a considerable concentration of power. The roles
of the Chairman and Managing Director (“MD”) (who is chief executive officer) are
separate to ensure increased accountability and greater capacity of the Board for
independent decision-making. The Chairman is responsible for scheduling meetings
and deciding agenda in consultation with the MD and exercises control over quality,
quantity and timeliness of the flow of information between management and the
Board. The Chairman, Mr Chng Khoon Peng, is the father of the Company’s MD,
Mr Ben Chng Beng Beng. The proceedings of all meetings are recorded by either the
Company Secretary or its nominees who is present at all meetings. (Prin. 3)

In order to ensure that the Board is able to fulfil its responsibilities, the management
provides the Board with a management report containing complete, adequate and
timely information prior to the Board meetings as well as a report of the Group’s
activities on a quarterly basis. Should the directors require independent professional
advice, the Company will bear the expenses incurred if such advice is required to
enable the directors to discharge their duties professionally. Further all Directors have
direct access to the Company Secretary for any assistance or corporate information
they require. The Company Secretary assist the Chairman in ensuring that board
procedures are followed, and applicable rules and regulations are complied with.
(Prin. 6)

17
Report on Corporate Governance

2 Audit Committee

The Audit Committee (“AC”) comprises three Board members, majority of whom,
including the Chairman, are independent non-executive Directors. (Prin. 11)

Mr Yuen San Seng (Chairman/Independent Director)


Mr Tan Hwee Yong (Member/Independent Director)
Mr Tan Kok Hiang (Member/Director)

The AC will review the half-year and full-year financial statements before their
announcement. (Prin. 10)

The AC has written terms of reference that was prepared under the guidance of
legislation and the Code, performs the following functions:

(1) Reviews the audit plans of the internal and external auditors of the Company
and ensures the adequacy of the Company’s system of accounting controls;

(2) Reviews the interim and annual financial statements and the auditors’ report of
the Company before their submission to the Board of Directors;

(3) Reviews with the management and the internal auditor the adequacy of the
Company’s internal controls in respect of management, business and service
systems and practices;

(4) Reviews legal and regulatory matters that may have a material impact on the
financial statements, related compliance policies and programmes and any
reports received from regulators;

(5) Reviews the cost effectiveness and the independence and objectivity of the
external auditors;

(6) Reviews the nature and extent of non-audit services provided by the external
auditors;

(7) Reviews the co-operation given by the Company’s management to the external
and internal auditors;

(8) Nominates the external auditor; and

(9) Reviews interested person transactions in accordance with internal policy and
the requirements of the listing rules of the Singapore Exchange Securities
Trading Limited.

The AC has power to conduct or authorise investigations into any matters within
the AC’s scope of responsibility. The AC acknowledges the importance of a whistle-
blowing framework and is in the process of doing so.

Save for the fees paid for tax services, there were no other non-audit fees payable
to the Company’s external auditors, Ernst & Young LLP. The AC, having reviewed all
non-audit services provided by the external auditors to the Group, is satisfied that the
nature and extent of such services would not affect the independence of the external
auditors.

The AC has met with external auditors without the presence of the Company’s
management.

18
Viz Branz Limited Annual Report 2008

Report on Corporate Governance

3 Remuneration Committee

The Remuneration Committee (“RC”), constituted on 18 December 2002, comprises


three directors, the majority of whom, including the Chairman, are independent non-
executive directors. (Prin. 7)

Mr Yuen San Seng (Chairman/Independent Director)


Mr Tan Hwee Yong (Member/Independent Director)
Mr Ben Chng Beng Beng (Member/Managing Director)

On 25 February 2009, Mr Ben Chng Beng Beng was appointed a member in place
of Mr Chng Khoon Peng. The Board opined that the membership of the Managing
Director, Mr Ben Chng Beng Beng would not give rise to potential conflict of interest
given that the director is not involved in deciding his own remuneration.

The RC has written terms of reference that was prepared under the guidance of
legislation and the Code, reviews all matters concerning the remuneration of senior
management including the Company’s incentive and bonus schemes, to ensure that it
is competitive and sufficient to attract, retain and motivate personnel of the required
quality to run the Company successfully. (Prin. 7)

The RC reviews all matters concerning the remuneration packages of directors


to ensure that the remuneration is commensurate with the contribution and
responsibilities of the directors. (Prin. 8)

There are no employees who are immediate family members of directors and
whose remuneration in the financial year exceeded $150,000. The Company does
not have an employee share option scheme. The Board has decided that policy
on remuneration will not be tabled for approval at the forthcoming Annual General
Meeting.

4 Nominating Committee (NC)

The Nominating Committee (“NC”), constituted on 18 December 2002, comprises


three directors, the majority of whom, including the Chairman, are independent non-
executive directors. (Prin. 4)

Mr Tan Hwee Yong (Chairman/Independent Director)


Mr Yuen San Seng (Member/Independent Director)
Mr Ben Chng Beng Beng (Member/Managing Director)

The NC has written terms of reference that was prepared under the guidance of
legislation and the Code, is responsible for making recommendations to the Board on
all Board appointments and re-appointments. Article 104 of the Company’s Articles
of Association provides for one-third of the Board to retire by rotation at each Annual
General Meeting, and directors are required to submit themselves for re-nomination
and re-election at least once every three years. (Prin. 4)

It also conducts on an annual basis:

1) a review to determine the independence of each director; and (Prin. 4)

2) a formal assessment of the effectiveness of the Board as a whole and the


contribution by each director to the effectiveness of the Board. (Prin. 5)

19
Report on Corporate Governance

The NC acknowledges the benefits of having in place an evaluation of the Board’s


performance as a whole. Consideration would be given to include quantitative and
qualitative performance criteria like the Board’s performance targets, such as return
on equity, return on capital employed and the success of the strategic and long-term
objectives. (Prin. 5 and 9)

The criteria adopted in assessing the contribution of each individual director to the
effectiveness of the Board include attendance record at the Board and committee
meetings, intensity of participation at meetings, the quality of contributions and
objective perspective to enable balanced and well-considered decisions to be made
by the Board. (Prin. 5 and 9)

In general, the NC is of the view that the current Board size and composition is
adequate and appropriate taking into consideration the nature and scope of the
Group’s operations, and that the current Board comprises persons who as a group,
provide core competencies necessary to meet the Company’s performance targets.
Furthermore, no one Director or a small group of Directors dominate the decision
making of the Board. (Prin. 2)

5 Internal Controls

The Board believes that, in the absence of any evidence to the contrary, the system
of internal control maintained by the Company’s management and that was in place
throughout the financial year and up to the date of this report provides reasonable,
but not absolute, assurance against material financial misstatements or loss, and
include the safeguarding of assets, the maintenance of proper accounting records,
the reliability of financial information, compliance with appropriate legislation,
regulation and best practice, and the identification and containment of business risk.
The Board notes that no system of internal control could provide absolute assurance
against the occurrence of material errors, poor judgement in decision-making, human
error, losses, fraud or other irregularities. (Prin. 12)

6 Internal Audit

The Audit Committee’s responsibility in monitoring the adequacy of the Company’s


internal controls system is complemented by the work of the Internal Auditor (IA).
The IA function has been out-sourced to professional consultants, who conduct the
audit in accordance with standards set by nationally or internationally recognized
professional bodies. The IA plans its internal audit schedules in consultation with, but
independent of management, and its plan is submitted to the AC for approval at the
beginning of the year. The AC will meet with the IA at least once a year without the
presence of management in order to receive and discuss the IA’s report. (Prin. 13)

7 Communication with Shareholders

The Audit Committee reviews the half-year and full year results and recommends
them to the Board for approval. The Board reviews the results and authorises the
release of the results to the public via SGXNET. (Prin. 10)

Timely, as well as appropriately detailed disclosure of other information is made


to the public through SGXNET in compliance with guidelines issued by Singapore
Exchange Securities Trading Limited. (Prin. 14)

20
Viz Branz Limited Annual Report 2008

Report on Corporate Governance

The Board welcomes the views of shareholders on matters affecting the Company,
whether at shareholders’ meetings or on an adhoc basis. Representatives of the
external auditors, the Board, the various Board Committees and Management will
be present at the general meetings to address any relevant queries by shareholders.
(Prin. 15)

8 Dealings in the Company‘s Securities

The Company has adopted a Code on Securities Transactions, which provides


guidance on dealings in the Company‘s securities to its directors and key officers,
in compliance with the Best Practices Guide of the Singapore Exchange Securities
Trading Limited.

Board Composition and Committees

Audit Remuneration Nominating


Board Member Committee Committee Committee

Chng Khoon Peng


Ben Chng Beng Beng M M
Tan Kok Hiang M
Yuen San Seng C C M
Tan Hwee Yong M M C
Note: C : Chairman
M : Member

Attendance Record for 2008 (1/1/2008 to 31/12/2008)


Board Audit Committee
Number Number Number Number
of meetings of meetings of meetings of meetings
Board Member held attended held attended
Chng Khoon Peng 2 1 – –
Ben Chng Beng Beng 2 2 – –
Tan Kok Hiang 2 2 2 2
Yuen San Seng 2 2 2 2
Tan Hwee Yong 2 2 2 2

Remuneration Committee Nominating Committee


Number Number of Number Number of
of Meetings Meetings of Meetings Meetings
Board Member Held Attended Held Attended
Chng Khoon Peng 1 1 – –
Ben Chng Beng Beng – – 1 1
Tan Kok Hiang – – – –
Yuen San Seng 1 1 1 1
Tan Hwee Yong 1 1 1 1

21
Report on Corporate Governance

Dates of meetings

Dates Meetings
28 February 2008 AC RC NC BOD
14 August 2008 AC – – BOD

Directors’ Remuneration

Number of directors of the Company in remuneration bands is as follows:

2008 2007
Non- Non-
Executive executive Executive executive
Directors Directors Total Directors Directors Total

$500,000 to $749,999 2 0 2 0 0 0
$250,000 to $499,999 1 0 1 3 0 3
Below $250,000 0 2 2 0 2 2
Total 3 2 5 3 2 5

Interested person transactions

The aggregate value of interested person transactions entered into during the year were as
follows:

Aggregate value of Aggregate value of


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

Gold Roast Food Ltd,


Partnership (GRP)

Sales 0 712

Material Contracts

There are no material contracts of the issuer or its subsidiaries involving the interests of the
chief executive officer, a director or controlling shareholder.

22
Viz Branz Limited Annual Report 2008

Report on Corporate Governance

Renewal of Shareholders’ Mandate for Interested Person Transactions (“IPT”)

Background

On 1 December 2001, Gold Roast Food Industry Pte Ltd (“GRFI”), a wholly-owned subsidiary
of Viz Branz, entered into a manufacturing agreement with Gold Roast Food Limited,
Partnership (“GRP”), a partnership registered in Thailand. Pursuant to the Agreement, GRFI
appointed GRP as contract manufacturer for, inter alia, the manufacture of the Viz Branz
Group’s instant beverage products. Under the Agreement, GRFI rents the factory premises
in Thailand from GRP and GRFI has also installed its equipment, machinery and fixed assets
in the factory premises for the manufacture of its instant beverage products. GRP supplies
labour, certain raw materials and other resources required for the manufacture of GRFI’s
instant beverage products and invoices GRFI for the cost incurred, at cost without profit.

GRP also distributes Viz Branz Group’s instant beverage products in Thailand. GRFI will
invoice GRP for the same value of its finished products which GRP distributes to the end
customers in Thailand.

The Estate of the late Mdm Chua Guck Hong, has an equity interest of 30% in the issued
share capital of GRP, the late Mdm Chua Guck Hong who passed on in 2006 was the
spouse of Mr Chng Khoon Peng and the mother of Mr Ben Chng Beng Beng. Mr Chng
Khoon Peng is the Executive Chairman of Viz Branz. He has an equity interest of 23.30% in
the issued share capital of Viz Branz as at 10 March 2009. Mr Ben Chng Beng Beng is the
Deputy Chairman and Managing Director of Viz Branz. He has an equity interest of 30.48%
in the issued share capital of Viz Branz as at 10 March 2009. Therefore, the transactions
between Viz Branz Group and GRP described above (the “IPTs”) are interested person
transactions within the meaning of Chapter 9 of the Listing Manual of Singapore Exchange
Securities Trading Limited (the “Listing Manual”).

The IPT Mandate

These IPTs with GRP were first disclosed in the Company’s Prospectus dated 28 June 2002,
and the shareholders of the Company had given a general mandate in respect of the IPTs at
an extraordinary general meeting held on 21 June 2002 (the “IPT Mandate”).

The IPT Mandate was renewed at the Company’s Annual General Meeting held on 25
April 2008, and continues in effect until the date of the forthcoming AGM. Therefore, the
Company seeks the Shareholders’ approval to renew the mandate at the forthcoming AGM
to be held on 24 April 2009.

Scope of the IPT Mandate

The IPT Mandate will apply to transactions which are carried out or entered into by any one
or more of the subsidiaries within the Viz Branz Group with GRP.

The IPT Mandate will cover the following transactions:

(a) rental of factory premises;

(b) reimbursement of costs incurred for purchases of certain raw materials and supply of
labour required for production of instant beverage products;

(c) supply of certain raw materials; and

(d) sales of finished products.

23
Report on Corporate Governance

Rationale for and Benefits of the IPT Mandate

It is envisaged that the Viz Branz Group and GRP will continue entering into transactions
with each other in the future in the ordinary course of the Viz Branz Group’s business
activities. Further, it is likely that such transactions will occur with some degree of frequency
and could arise at any time from time to time.

The Directors are of the view that it will be beneficial to the Viz Branz Group to transact
or continue to transact with GRP, especially since the transactions are to be entered into
on normal commercial terms. With respect to the rental of factory premises from GRP,
such transaction will continue in accordance with the terms and conditions contained in
the Agreement. In relation to the reimbursement of costs incurred by GRP, the Viz Branz
Group will continue to reimburse GRP at cost in accordance with the terms and conditions
set out in the Agreement. With respect to sales to GRP, such transactions are viewed as an
additional revenue source in addition to sales generated from third-parties. In addition,
the Viz Branz Group will benefit from cost efficiencies arising from the established working
arrangements between Viz Branz Group and GRP.

Due to the time-sensitive nature of these commercial transactions, the Company is seeking
Shareholders’ approval pursuant to Chapter 9 of the SGX-ST Listing Manual for the IPT
Mandate to enable the Viz Branz Group to enter into transactions with GRP, provided that
such transactions are entered into in the Viz Branz Group’s ordinary course of business and
on normal commercial terms.

The IPT Mandate is intended to enhance the Viz Branz Group’s ability to pursue business
opportunities which are time-sensitive in nature, and will eliminate the need for the
Company to announce, or to announce and convene separate general meetings on each
occasion to seek Shareholders’ prior approval for, the entry by the Viz Branz Group into such
transactions. This will substantially reduce the costs associated with the convening of such
general meetings from time to time, improve administrative efficacy, and allow resources
and time to be focused towards other corporate and business opportunities.

The IPT Mandate will not cover a transaction which has a value of below $100,000 as the
threshold and aggregation requirements contained in Chapter 9 of the SGX-ST Listing
Manual would, in any event, not apply to such a transaction. In addition, the transactions
will not include the purchase or sale of assets, undertakings or businesses that are not in the
Viz Branz Group’s ordinary course of business.

The IPT Mandate is intended to facilitate transactions in the ordinary course of business of
the Viz Branz Group which are transacted from time to time with GRP, provided they are
transacted on normal commercial terms and will not be prejudicial to the interests of the
Company and minority Shareholders.

If approved at the AGM, the IPT Mandate will take effect from the date of the passing of the
IPT Resolution proposed at the AGM and will continue to be in force until the next annual
general meeting. The Company will seek the approval of Shareholders for the renewal of
the IPT Mandate annually. The recommendation for annual renewal of the IPT Mandate
shall be subject to satisfactory review by the Audit Committee and advisers of the continued
requirements of the IPT Mandate and the procedures for the transactions.

24
Viz Branz Limited Annual Report 2008

Report on Corporate Governance

Review Procedures for the IPT Mandate

The Company has established and implemented the following review procedures with
regard to the IPT Mandate:

(a) In general, the Audit Committee will ensure that the terms of the IPTs are consistent
with the Company’s usual business practices and policies, which are generally no more
favourable to GRP than those extended to related third parties. These procedures
include:

(i) when buying products or sub-contracting services from an interested person,


the prices and terms of 2 other purchases or similar products/services from third
parties will be used as comparison, whenever possible. The Audit Committee
will review these comparables, taking into account all pertinent factors
including, but not limited to price, quality, delivery time and track record, to
ensure that the interests of minority Shareholders are not disadvantaged; and

(ii) when selling products or sub-contracting services to an interested person,


the prices and terms of 2 other successful sales of similar products or services
to third parties will be used as comparison, whenever possible. The Audit
Committee will review these comparables, taking into account all pertinent
factors including, but not limited to price, quality, delivery time and track record,
to ensure that the interests of minority Shareholders are not disadvantaged.

(b) In addition, the Company will monitor the IPTs entered into by categorizing the
transactions as follows:

(i) category 1 IPT (“Category 1 IPT”) is one where the value thereof is below or
equal to 3% of the Company’s latest audited NTA; and

(ii) category 2 IPT (“Category 2 IPT”) is one where the value thereof is in excess of
3% of the Company’s latest audited NTA.

Category 1 IPT need not be approved by the Audit Committee prior to the entry but
shall be reviewed on a quarterly basis by the Audit Committee. Category 2 IPT must
be reviewed and approved by the Audit Committee prior to entry.

(c) In respect of rental agreements with GRP, such agreements shall be negotiated on
normal commercial terms and be in line with prevailing market rental rates. In this
connection, the Company will obtain quotations from at least 2 property agents for a
property of similar size and usage in the same geographical area.

In the event that such quotations cannot be obtained (for instance, if there is no
unrelated third party factory available for rent), the senior management staff of the
Company (with no direct or indirect interests in the transaction) will, based on their
knowledge of the market rental rates in that area, determine whether the rental rate
offered by GRP is fair and reasonable.

A register will be kept by the Company to record all IPTs (and the basis, including the
quotations obtained to support such basis, on which they are entered into) which are
entered into pursuant to the IPT Mandate. The annual internal audit plan shall include, inter
alia, a review of all IPTs entered into pursuant to the IPT Mandate.

The Audit Committee will review the internal audit reports to ascertain that the guidelines
and procedures established have been complied with.

25
Report on Corporate Governance

In the event that a member of the Audit Committee is deemed to have an interest in
the interested person transaction, he will abstain from reviewing that interested person
transaction.

The Audit Committee will include the review of IPTs as part of the standard procedures
during the Audit Committee’s examination of the adequacy of the Company’s internal
controls. If during the periodic reviews by the Audit Committee, the Audit Committee is of
the view that the established guidelines and procedures are not sufficient to ensure that the
IPTs will be on normal commercial terms and will not be prejudicial to the interests of the
Shareholders, the Company will revert to Shareholders for a fresh mandate based on new
review procedures.

Audit Committee’s Statement

The Independent Directors are of the opinion that the review procedures of the Company
are adequate to ensure that the transactions pursuant to the IPT mandate would be
transacted on normal commercial terms and would not be prejudicial to the interests of the
Company and its Minority Shareholders. The IPT Mandate was adopted by Shareholders at
the Annual General Meeting of the Company held on 25 April 2008.

In accordance with the new Rule 920(1)(c) of the SGX-ST Listing Manual, an independent
financial adviser’s opinion has not been sought in respect of the renewal of the IPT Mandate,
as the Company’s Audit Committee has confirmed that (1) the methods and procedures for
determining the transaction prices have not changed since the last Shareholders’ approval
and that, (2) the said methods and procedures are sufficient to ensure that the transactions
will be carried out on normal commercial terms and will not be prejudicial to the interests of
the Company and its Minority Shareholders.

Interested Directors who will abstain from voting

By virtue of the relationships that Mr Chng Khoon Peng and Mr Ben Chng Beng Beng have
with GRP, each of them will abstain from voting on the resolutions in respect of the IPT
Mandate.

Mr Chng Khoon Peng and Mr Ben Chng Beng Beng also undertake to ensure that their
respective associates will abstain from voting on the said resolutions in respect of the IPT
Mandate.

Circular available upon request

Copies of the Company’s Circular to Shareholders dated 2 May 2003 are available upon
request. Please submit your written request to the Company at its registered address, or by
fax to 68490111 to the attention of the Company Secretary.

26
Viz Branz Limited Annual Report 2008

Directors’ Report

The directors are pleased to present their report to the members together with the audited
consolidated financial statements of Viz Branz Limited (the Company) and its subsidiaries
(collectively, the Group) and the balance sheet and statement of changes in equity of the
Company for the financial year ended 31 December 2008.

1. Directors

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

Chng Khoon Peng


Ben Chng Beng Beng
Tan Kok Hiang
Yuen San Seng
Tan Hwee Yong

2. Arrangements to enable directors to acquire shares and debentures

Neither at the end of nor at any time during the financial year was the Company a
party to any arrangement whose objects are, or one of whose object is, to enable the
directors of the Company to acquire benefits by means of the acquisition of shares or
debentures of the Company or any other body corporate.

3. Directors’ interests in shares and debentures

The following directors, who held office at the end of the financial year, had, according
to the register of directors’ shareholdings required to be kept under section 164 of
the Singapore Companies Act, Cap. 50, an interest in shares of the Company and
related corporations (other than wholly-owned subsidiaries) as stated below:

Direct interest
At the beginning of
financial year or At the end of
date of appointment financial year

The Company
Viz Branz Limited
(Ordinary shares)
Chng Khoon Peng 32,030,715 32,030,715
Ben Chng Beng Beng 39,226,440 41,909,440
Yuen San Seng 1,708,000 1,708,000
Tan Kok Hiang 577,070 577,070
Tan Hwee Yong 50,000 50,000

(Warrants)
Chng Khoon Peng – 9,609,214
Ben Chng Beng Beng – 13,322,132
Tan Kok Hiang – 275,000
Tan Hwee Yong – 15,000

By virtue of Section 7 of the Singapore Companies Act, Cap. 50, Mr Chng Khoon
Peng and Mr Ben Chng Beng Beng, are deemed to have interests in shares of the
subsidiaries of the Company.

27
Directors’ Report

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

There was no change in any of the above-mentioned interests between the end of
the financial year and 21 January 2009.

Except as disclosed in this report, no director who held office at the end of the
financial year had interests in shares, share options, warrants or debentures of the
Company, or of related corporations, either at the beginning of the financial year, or
date of appointment if later, or at the end of the financial year.

4. Directors’ contractual benefits

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.

5. Options

No options were issued by the Company or its subsidiaries during the financial
year. As at 31 December 2008, there were no options on the unissued shares of the
Company or its subsidiaries which were outstanding.

6. Audit Committee

The Audit Committee (AC) comprises Messrs Yuen San Seng, Tan Hwee Yong and Tan
Kok Hiang. The Chairman of the AC is Mr Yuen San Seng. Majority of the members,
including the Chairman, are independent non-executive directors.

The AC carried out its functions in accordance with section 201B(5) of the Singapore
Companies Act, Cap. 50, Listing Manual and the Best Practice Guide of the SGX-ST,
and the Code of Corporate Governance. The functions performed are detailed in the
Group’s Corporate Governance Report in the Annual Report.

7. Auditors

Ernst & Young LLP have expressed their willingness to accept reappointment as
auditors.

On behalf of the board of directors:

Ben Chng Beng Beng Tan Kok Hiang


Director Director

18 March 2009

28
Viz Branz Limited Annual Report 2008

Statement by Directors

We, Ben Chng Beng Beng and Tan Kok Hiang, being two of the directors of Viz Branz
Limited, do hereby state that, in the opinion of the directors,

(i) the accompanying balance sheets, consolidated income statement, statements of


changes in equity, and consolidated cash flow statement together with notes thereto
are drawn up so as to give a true and fair view of the state of affairs of the Group and
of the Company as at 31 December 2008 and the results of the business, changes in
equity and cash flows of the Group and the changes in equity of the Company for the
year ended on that date, and

(ii) 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:

Ben Chng Beng Beng Tan Kok Hiang


Director Director

18 March 2009

29
Independent Auditors’ Report
For the financial year ended 31 December 2008

To the members of Viz Branz Limited

We have audited the accompanying financial statements of Viz Branz Limited (the Company)
and its subsidiaries (collectively, the Group) set out on pages 27 to 89 which comprise the
balance sheet as at 31 December 2008, the statement of changes in equity, the income
statement and cash flow statement for the 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 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 income statements and balance sheets and to maintain
accountability of assets; selecting and applying appropriate accounting policies; and making
accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our


audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those
standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. 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.

30
Viz Branz Limited Annual Report 2008

Independent Auditors’ Report


For the financial year ended 31 December 2008

Opinion

In our opinion,

(i) the consolidated financial statements of the Group and the balance sheet and
statement of changes in equity of the Company are properly drawn up in accordance
with the provisions of the Act and Singapore Financial Reporting Standards so as to
give a true and fair view of the state of affairs of the Group and of the Company as
at 31 December 2008 and the results, changes in equity and cash flows of the Group
and the changes in equity of the Company for the year ended on that date; and

(ii) the accounting and other records required by the Act to be kept by the Company
and by those subsidiaries incorporated in Singapore have been properly kept in
accordance with the provisions of the Act.

Ernst & Young LLP


Public Accountants and
Certified Public Accountants
Singapore

18 March 2009

31
Consolidated Income Statement
For the financial year ended 31 December 2008

(Amounts in Singapore dollars)

Note 2008 2007


$’000 $’000

Revenue 4 155,567 137,895


Cost of sales (100,642) (91,958)
Gross profit 54,925 45,937
Other operating income 5 372 458
Distribution and selling expenses (25,456) (21,932)
Administrative expenses (13,088) (12,383)
Other operating expenses (9) (11)
Profit from operations 6 16,744 12,069
Financial income 8 364 175
Financial expenses 8 (1,051) (921)
Other financial cost 8 (303) (156)
Profit before tax 15,754 11,167
Income tax expense 9 (3,756) (1,954)
Profit after tax 11,998 9,213

Attributable to:
Equity holders of the Company 11,602 8,907
Minority interests 396 306
11,998 9,213

Earnings per share


- basic (cents) 10 8.41 6.43

- diluted (cents) 10 7.20 6.43

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

32
Viz Branz Limited Annual Report 2008

Balance Sheets
As at 31 December 2008

(Amounts in Singapore dollars)

Group Company
Note 2008 2007 2008 2007
$’000 $’000 $’000 $’000

ASSETS

Non-current assets
Property, plant and equipment 11 47,672 39,369 206 214
Investment in subsidiaries 12 – – 34,827 38,859
Trademarks 13 179 231 12 16
Club memberships 14 50 54 27 29
Goodwill 15 – – – –
47,901 39,654 35,072 39,118

Current assets
Inventories 16 22,991 13,946 – –
Trade and other receivables 17 33,039 34,927 11,238 11,060
Other current assets 18 1,980 1,022 3 6
Short-term investments 19 – 6 – –
Fixed deposits 28 8,047 6,984 3,504 –
Cash and bank balances 28 12,388 6,047 349 108
78,445 62,932 15,094 11,174
TOTAL ASSETS 126,346 102,586 50,166 50,292

EQUITY AND LIABILITIES


Current liabilities
Trade and other payables 20 22,598 17,998 1,961 6,358
Other liabilities 21 13,627 12,053 2,143 1,181
Loans and borrowings 22 5,976 3,916 2,175 –
Provision for taxation 3,200 1,401 180 187
45,401 35,368 6,459 7,726

Net current assets 33,044 27,564 8,635 3,448

Non-current liabilities
Loans and borrowings 22 6,217 3,764 – –
Deferred tax liabilities 9 1,716 2,265 4 4
7,933 6,029 4 4
TOTAL LIABILITIES 53,334 41,397 6,463 7,730

NET ASSETS 73,012 61,189 43,703 42,562

33
Balance Sheets
As at 31 December 2008

Balance Sheets (cont’d)

Group Company
Note 2008 2007 2008 2007
$’000 $’000 $’000 $’000

EQUITY
Share capital 24 28,393 28,286 28,393 28,286
Treasury shares 24 (693) (333) (693) (333)
Other reserves 25 6,450 2,499 1,844 –
Retained earnings 26 37,886 29,991 14,159 14,609
72,036 60,443 43,703 42,562
Minority interests 976 746 – –
TOTAL EQUITY 73,012 61,189 43,703 42,562

TOTAL EQUITY AND


LIABILITIES 126,346 102,586 50,166 50,292

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

34
(Amounts in Singapore dollars)

Attributable to equity holders of the parent


Foreign
Statutory currency
Equity, Share Treasury Warrants reserve translation Retained Minority
total capital shares reserve fund reserve earnings interests
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Group
At 1 January 2007 53,080 28,286 – – 2,394 (139) 22,025 514
Currency translation differences (138) – – – – (138) – –
Net expenses recognised directly in equity (138) – – – – (138) – –
Net profit for the year 9,213 – – – – – 8,907 306
Total recognised income and expenses for the year 9,075 – – – – (138) 8,907 306
Repurchase of shares held as treasury shares (333) – (333) – – – – –
Dividend (Note 27) (559) – – – – – (559) –
Dividend paid by subsidiaries to minority shareholders (74) – – – – – – (74)

35
Appropriation to reserve fund – – – – 382 – (382) –
At 31 December 2007 61,189 28,286 (333) – 2,776 (277) 29,991 746

At 1 January 2008 61,189 28,286 (333) – 2,776 (277) 29,991 746


Currency translation differences 1,162 – – – – 1,162 – –
Net income recognised directly in equity 1,162 – – – – 1,162 – –
Net profit for the year 11,998 – – – – – 11,602 396
Total recognised income for the year 13,160 – – – – 1,162 11,602 396
Repurchase of shares held as treasury shares (360) – (360) – – – – –
Issue of warrants 2,071 – – 2,071 – – – –
Warrant issue expenses (200) – – (200) – – – –
Issue of ordinary shares 80 80 – – – – – –
Exercise of warrants – 27 – (27) – – – –
Dividend (Note 27) (2,762) – – – – – (2,762) –
Dividend paid by subsidiaries to minority shareholders (166) – – – – – – (166)
Appropriation to reserve fund – – – – 945 – (945) –
At 31 December 2008 73,012 28,393 (693) 1,844 3,721 885 37,886 976
Statements of Changes in Equity
For the financial year ended 31 December 2008
Viz Branz Limited Annual Report 2008
Statements of Changes in Equity
For the financial year ended 31 December 2008

Foreign currency translation reserve

The translation reserve records exchange differences arising from the translation of the
financial statements of foreign operations whose functional currencies are different from that
of the Group’s presentation currency.

Equity, Share Treasury Warrants Retained


total capital shares reserve earnings
$’000 $’000 $’000 $’000 $’000

Company

At 1 January 2007 42,025 28,286 – – 13,739


Net profit for the year 1,429 – – – 1,429
Total recognised income for
the year 1,429 – – – 1,429
Dividend (Note 27) (559) – – – (559)
Repurchase of shares held as
treasury shares (333) – (333) – –
At 31 December 2007 42,562 28,286 (333) – 14,609

At 1 January 2008 42,562 28,286 (333) – 14,609


Net profit for the year 2,312 – – – 2,312
Total recognised income for
the year 2,312 – – – 2,312
Dividend (Note 27) (2,762) – – – (2,762)
Issue of warrants 2,071 – – 2,071 –
Warrant issue expenses (200) – – (200) –
Issue of ordinary shares 80 80 – – –
Exercise of warrants – 27 – (27) –
Repurchase of shares held as
treasury shares (360) – (360) – –
At 31 December 2008 43,703 28,393 (693) 1,844 14,159

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

36
Viz Branz Limited Annual Report 2008

Consolidated Cash Flow Statement


For the financial year ended 31 December 2008

(Amounts in Singapore dollars)

Note 2008 2007


$’000 $’000
Cash flows from operating activities
Profit before tax 15,754 11,167
Adjustments:
Amortisation of trademarks 54 66
Amortisation of club memberships 4 4
Depreciation of property, plant and equipment 2,729 3,161
Property, plant and equipment written off – 4
Gain on sale of property, plant and equipment (11) (93)
Gain on sale of short-term investments (1) –
Interest expense 1,051 921
Interest income from fixed deposits (364) (175)
Currency exchange difference 1,158 (132)
Operating profit before working capital changes 20,374 14,923
(Increase) decrease in:
Inventories (9,045) (109)
Trade receivables 486 (7,650)
Other receivables 1,456 (1,126)
Other current assets (958) (17)
Due from related parties (54) 9
Increase in:
Trade payables 2,790 11
Other payables and accruals 2,616 3,631
Bills payable to banks 768 3,216
Cash generated from operations 18,433 12,888
Interest expense paid (1,051) (921)
Interest income received 364 175
Income taxes paid (2,507) (994)
Net cash generated from operating activities 15,239 11,148

Cash flows from investing activities


Costs incurred for trademarks (2) (31)
Purchase of property, plant and equipment 11 (11,039) (6,724)
Proceeds from sale of property, plant and equipment 23 345
Proceeds from sale of short-term investments 7 –
Net cash used in investing activities (11,011) (6,410)
Cash flows from financing activities
Payment of dividends to shareholders of the Company (2,762) (1,959)
Payment of dividends to minority shareholders of
subsidiaries (166) (74)
Purchase of treasury shares (360) (333)
Repayment of finance lease obligations (177) (427)
Proceeds from bank term loans 5,556 4,389
Repayment of bank term loans (2,166) (1,949)
Proceeds from short-term bank loans 2,175 –
Proceeds from issuance of new shares 107 –
Proceeds from issuance of warrants, net 1,844 –
Net cash generated from (used in) financing activities 4,051 (353)
Net increase in cash and cash equivalents 8,279 4,385
Cash and cash equivalents at beginning of year 12,156 7,771
Cash and cash equivalents at end of year 28 20,435 12,156

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

37
Notes to the Financial Statements
For the financial year ended 31 December 2008

1. Corporate information

Viz Branz Limited (the Company) is a limited liability company which is domiciled
and incorporated in Singapore and is publicly traded on the Singapore Exchange
Securities Trading Limited (SGX-ST).

The registered office and the principal place of business of the Company is
14 Woodlands Link, Singapore 738739.

The principal activities of the Company are those of investment holding and provision
of management and administrative support services to its subsidiaries. The principal
activities of its subsidiaries are shown in Note 12 to the financial statements.

2. Summary of significant accounting policies

2.1 Basis of preparation

The consolidated financial statements of the Group and the balance sheet and
statement of changes in equity of the Company have been prepared in accordance
with Singapore Financial Reporting Standards (FRS).

The financial statements have been prepared on a historical cost basis except for
derivative financial instruments and available-for-sale financial assets that are carried
at their fair values.

The financial statements are presented in Singapore dollars (SGD or $) and all values
are rounded to the nearest thousand ($’000) except when otherwise indicated.

2.2 Adoption of Interpretation to FRS (INT FRS)

The Group adopted the following INT FRSs:

Reference Description

INT FRS 111 FRS 102 – Group and Treasury Share Transactions

INT FRS 112 Service Concession Arrangements

INT FRS 114 FRS 19 – The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and Their Interaction

INT FRS 112 is not relevant to the Group. The adoption of other INT FRS did not
result in any substantial changes to the Group’s accounting policies or any significant
impact to these financial statements.

38
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.3 Future changes in accounting policies

The Group has not adopted the following FRS and INT FRS that have been issued but
not yet effective:

Effective for annual


periods beginning
Reference Description on or after

INT FRS 113 Customer Loyalty Programmes 1 July 2008

FRS 1 – Presentation of Financial Statements – Revised 1 January 2009


presentation
– Presentation of Financial Statements –
1 January 2009
Amendments relating to Puttable Financial
Instruments and Obligations Arising on Liquidation

FRS 23 Borrowing Costs 1 January 2009

FRS 32 Financial Instruments: Presentation – Amendments 1 January 2009


relating to Puttable Financial Instruments and
Obligations Arising on Liquidation

FRS 102 Share-based payment – Vesting conditions and 1 January 2009


cancellations

FRS 108 Operating Segments 1 January 2009

The directors expect that the adoption of the above pronouncements will have no
material impact to the financial statements in the period of initial application, except
for FRS 1 and FRS 108 as indicated below.

FRS 1 Presentation of Financial Statements – Revised presentation

The revised FRS 1 requires owner and non-owner changes in equity to be presented
separately. The statement of changes in equity will include only details of transactions
with owners, with all non-owner changes in equity presented as a single line item. In
addition, the revised standard introduces the statement of comprehensive income: it
presents all items of income and expense recognised in profit or loss, together with
all other items of recognised income and expense, either in one single statement, or
in two linked statements. The Group is currently evaluating the format to adopt.

FRS 108 Operating Segments

FRS 108 requires entities to disclose segment information based on the information
reviewed by the entity’s chief operating decision maker. The impact of this standard
on the other segment disclosures is still to be determined. As this is a disclosure
standard, it will have no impact on the financial position or financial performance of
the Group when implemented in 2009.

39
Notes to the Financial Statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.4 Principles of consolidation

The consolidated financial statements comprise the financial statements of the


Company and its subsidiaries as at the balance sheet date. The financial statements
of the subsidiaries used in the preparation of the consolidated financial statements
are prepared for the same reporting date as the Company. Consistent accounting
policies are applied to like transactions and events in similar circumstances.

All intra-group balances, income and expenses and unrealised gains and losses
resulting from intra-group transactions are eliminated in full.

Acquisitions of subsidiaries are accounted for by applying the purchase method.


Identifiable assets acquired and liabilities and contingent liabilities assumed in
a business combination are measured initially at their fair values at the acquisition
date. Adjustments to those fair values relating to previously held interests are
treated as a revaluation and recognised in equity. Any excess of the cost of business
combination over the Group’s share in the net fair value of the acquired subsidiary’s
identifiable assets, liabilities and contingent liabilities is recorded as goodwill on the
balance sheet. The accounting policy for goodwill is set out in Note 2.8. Any excess
of the Group’s share in the net fair value of the acquired subsidiary’s identifiable
assets, liabilities and contingent liabilities over the cost of business combination is
recognised as income in the income statement on the date of acquisition.

Subsidiaries are consolidated from the date of acquisition, being the date on which
the Group obtains control, and continue to be consolidated until the date that such
control ceases.

Consolidation of the subsidiaries in the PRC is based on the subsidiaries’ financial


statements prepared in accordance with FRS. Profits reflected in the financial
statements prepared in accordance with FRS may differ from those reflected in the
PRC statutory financial statements of the subsidiaries, prepared for PRC reporting
purposes. In accordance with the relevant laws and regulations, profits available
for distribution by the PRC subsidiaries are based on the amounts stated in the PRC
statutory financial statements.

2.5 Transactions with minority interests

Minority interests represent the portion of profit or loss and net assets in subsidiaries
not held by the Group and are presented separately in the consolidated income
statement and within equity in the consolidated balance sheet, separately from the
parent shareholders’ equity. Transactions with minority interests are accounted for
using the entity concept method, whereby, transactions with minority interests are
accounted for as transactions with equity holders. On acquisition of minority interests,
the difference between the consideration and book value of the share of the net
assets acquired is reflected as being a transaction between owners and recognised
directly in equity. Gain or loss on disposal to minority interests is recognised directly
in equity.

40
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.6 Functional and foreign currency

(a) Functional currency

The management has determined the currency of the primary economic


environment in which the Company operates i.e. functional currency, to be
SGD. Sales prices and major sources of financing and costs of provision of
services to its subsidiaries, including major operating expenses are primarily
influenced by fluctuations in SGD. The consolidated financial statements
are presented in Singapore Dollars, which is the Company’s functional and
presentation currency. Items included in the financial statements of each entity
in the Group are measured in their respective functional currencies.

(b) 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 the transaction dates. Monetary assets and liabilities denominated in
foreign currencies are translated at the rate of exchange ruling at the balance
sheet date. Non-monetary items that are measured in terms of historical cost
in a foreign currency are translated using the exchange rates as at the dates of
the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value
was determined.

Exchange differences arising on the settlement of monetary items or on


translating monetary items at the balance sheet date are recognised in the
income statement except for exchange differences arising on monetary items
that form part of the Group’s net investment in foreign operations, which
are recognised initially in equity as foreign currency translation reserve in
the consolidated balance sheet and recognised in the consolidated income
statement on disposal of the foreign operation.

(c) Foreign currency translation

The results and financial position of foreign operations are translated into SGD
using the following procedures:

z Assets and liabilities for each balance sheet presented are translated at
the exchange rate ruling at the balance sheet date; and

z Income and expenses for each income statement are translated at the
weighted average exchange rates for the year, which approximates the
exchange rates at the dates of the transactions.

z The exchange differences arising on the translation are taken directly to


a separate component of equity as foreign currency translation reserve.

z On disposal of a foreign operation, the cumulative amount recognised


in foreign currency translation reserve relating to that particular foreign
operation is recognised in the income statement.

41
Notes to the Financial Statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.7 Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. The cost
of an item of property, plant and equipment is recognised as an asset if, and only if,
it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably.

Subsequent to recognition, property, plant and equipment are stated at cost less
accumulated depreciation and accumulated impairment losses.

Depreciation is computed on a straight-line basis over the estimated useful life of the
assets as follows:

Years

Leasehold buildings and improvements 10 – 60


Land use rights 50
Plant, machinery and equipment 3 – 10
Furniture and fittings 3 – 10
Office equipment 3–6
Air-conditioners 5 – 10
Renovations 3
Motor vehicles 3–5

Assets under construction are not depreciated as these assets are not yet available
for use.

The carrying values of property, plant and equipment are reviewed for impairment
when events or changes in circumstances indicate that the carrying value may not be
recoverable.

The useful life and depreciation method are reviewed at each financial year-end
to ensure that the amount, method and period of depreciation are consistent with
previous estimates and the expected pattern of consumption of the future economic
benefits embodied in the items of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no


future economic benefits are expected from its use or disposal. Any gain or loss on
derecognition of the asset is included in the income statement in the year the asset is
derecognised.

2.8 Intangible assets

(a) Goodwill

Goodwill acquired in a business combination is initially measured at cost.


Following initial recognition, goodwill is measured at cost less accumulated
impairment losses. Goodwill is reviewed for impairment annually or more
frequently if events and circumstances indicate that the carrying value may be
impaired.

For the purpose of impairment testing, goodwill acquired is allocated to each


of the Group’s cash-generating units that are expected to benefit from the
synergies of the combination.

42
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.8 Intangible assets (cont’d)

(a) Goodwill (cont’d)

The cash-generating unit to which goodwill has been allocated is tested for
impairment annually and whenever there is an indication that the cash-
generating unit may be impaired, by comparing the carrying amount of the
cash-generating unit, including the allocated goodwill, with the recoverable
amount of the cash-generating unit. Where the recoverable amount of the
cash-generating unit is less than the carrying amount, an impairment loss is
recognised in the income statement. Impairment losses recognised for goodwill
are not reversed in subsequent periods.

Where goodwill forms part of a cash-generating unit and part of the operation
within that cash-generating unit is disposed of, the goodwill associated with the
operation disposed of is included in the carrying amount of the operation when
determining the gain or loss on disposal of the operation. Goodwill disposed of
in this circumstance is measured based on the relative values of the operations
disposed of and the portion of the cash-generating unit retained.

Goodwill and fair value adjustments arising on the acquisition of foreign


operations on or after 1 January 2005 are treated as assets and liabilities of the
foreign operations and are recorded in the functional currency of the foreign
operations and translated in accordance with the accounting policy set out in
Note 2.6.

Goodwill and fair value adjustments which arose on acquisitions of foreign


operations before 1 January 2005 are deemed to be assets and liabilities of the
Company and are recorded in SGD at the exchange rates prevailing at the date
of acquisition.

(b) Other intangible assets

Intangible assets acquired separately are measured initially at cost. The cost
of intangible assets acquired in a business combination is their fair values
as at the date of acquisition. Following initial recognition, intangible assets
are measured at cost less any accumulated amortisation and accumulated
impairment losses.

Intangible assets with finite useful lives are amortised over the estimated
useful lives and assessed for impairment whenever there is an indication that
the intangible assets may be impaired. The amortisation period and the
amortisation method are reviewed at least at each financial year-end. The
amortisation expense on intangible assets with finite lives is recognised in the
income statement through the ‘Administrative expenses’ line item.

(i) Trademarks

The total cost of establishment and initial registration of trademarks


is capitalised and amortised on a straight-line basis over 10 years and
assessed for impairment whenever there is an indication that the
trademark may be impaired. The cost of renewing trademarks is charged
to the income statement.

43
Notes to the Financial Statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.8 Intangible assets (cont’d)

(b) Other intangible assets (cont’d)

(i) Trademarks (cont’d)

The amortisation period and method are reviewed at each financial year-
end. The amortised expense is recognised in the income statement
through the ‘Administrative expenses’ line item.

(ii) Club memberships

Club memberships are carried at cost less accumulated amortisation and


any impairment loss. Club membership is amortised on a straight-line
basis over the estimated useful lives of 30 years.

2.9 Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an
asset may be impaired. If any such indication exists or when annual impairment
assessment for an asset is required, the Group makes an estimate of the asset’s
recoverable amount.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s


fair value less costs to sell and its value in use and is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent
of those from other assets. In assessing value in use, the estimated future cash flows
expected to be generated by the asset are discounted to their present value. Where
the carrying amount of an asset exceeds its recoverable amount, the asset is written
down to its recoverable amount. Impairment losses are recognised in the income
statement through the ‘Administrative expenses’ line item.

An assessment is made at each reporting date as to whether there is any indication


that previously recognised impairment losses may no longer exist or may have
decreased. A previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset’s recoverable amount
since the last impairment loss was recognised. If that is the case, the carrying amount
of the asset is increased to its recoverable amount. That increase cannot exceed
the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised previously. Such reversal of an impairment loss is
recognised in the income statement.

2.10 Subsidiaries

A subsidiary is an entity over which the Group has the power to govern the financial
and operating policies so as to obtain benefits from its activities.

In the Company’s separate financial statements, investments in subsidiaries are


accounted for at cost less impairment losses.

44
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.11 Financial assets

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

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

A financial asset is derecognised where the contractual right to receive cash flows
from the asset has expired. 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 income statement.

All regular way purchases and sales of financial assets are recognised or derecognised
on the trade date i.e.,the date that the Group commits to purchase or sell the asset.
Regular way purchases or sales are purchases or sales of financial assets that require
delivery of assets within the period generally established by regulation or convention
in the marketplace concerned.

(a) Loans and receivables

Financial assets with fixed or determinable payments that are not quoted in
an active market are classified as loans and receivables. Subsequent to initial
recognition, loans and receivables are measured at amortised cost using the
effective interest method. Gains and losses are recognised in the income
statement when the loans and receivables are derecognised or impaired, and
through the amortisation process.

(b) Available-for-sale financial assets

The Group classifies its short-term investments as available-for-sale financial


assets.

Available-for-sale financial assets are financial assets that are not classified as
either loans and receivables, financial assets held at fair value through profit
or loss or held-to-maturity investments. After initial recognition, available-
for-sale financial assets are measured at fair value. Any gains or losses from
changes in fair value of the financial asset are recognised directly in the fair
value adjustment reserve in equity, except that impairment losses, foreign
exchange gains and losses on monetary instruments and interest calculated
using the effective interest method are recognised in the income statement.
The cumulative gain or loss previously recognised in equity is recognised in the
income statement when the financial asset is derecognised.

Investments in equity instruments whose fair value cannot be reliably measured


are measured at cost less impairment loss.

45
Notes to the Financial Statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.12 Impairment of financial assets

The Group assesses at each balance sheet date whether there is any objective
evidence that a financial asset is impaired.

(a) Assets carried at amortised cost

If there is objective evidence that an impairment loss on financial assets carried


at amortised cost has been incurred, 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 financial asset’s original effective
interest rate. The carrying amount of the asset is reduced through the use
of an allowance account. The impairment loss is recognised in the income
statement.

When the asset becomes uncollectible, the carrying amount of impaired


financial assets is reduced directly or if an amount was charged to the allowance
account, the amounts charged to the allowance account are written off against
the carrying value of the financial asset.

To determine whether there is objective evidence that an impairment loss on


financial assets has been incurred, the Group considers factors such as the
probability of insolvency or significant financial difficulties of the debtor and
default or significant delay in payments.

If in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment
was recognised, the previously recognised impairment loss is reversed to
the extent that the carrying value of the asset does not exceed its amortised
cost at the reversal date. The amount of reversal is recognised in the income
statement.

(b) Assets carried at cost

If there is objective evidence (such as significant adverse changes in the


business environment where the issuer operates, probability of insolvency
or significant financial difficulties of the issuer) that an impairment loss on
a financial asset carried at cost has been incurred, 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.

(c) Available-for-sale financial assets

Significant or prolonged decline in fair value below cost, significant financial


difficulties of the issuer or obligor, and the disappearance of an active trading
market are considerations to determine whether there is objective evidence
that investment securities classified as available-for-sale financial assets are
impaired.

46
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.12 Impairment of financial assets (cont’d)

(c) Available-for-sale financial assets (cont’d)

If an available-for-sale financial asset is impaired, an amount comprising the


difference between its cost (net of any principal payment and amortisation)
and its current fair value, less any impairment loss previously recognised in
the income statement, is transferred from equity to the income statement.
Reversals of impairment losses in respect of equity instruments are not
recognised in the income statement. Reversals of impairment losses on debt
instruments are recognised in the income statement if the increase in fair value
of the debt instrument can be objectively related to an event occurring after
the impairment loss was recognised in the income statement.

2.13 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and at bank, fixed deposits, and
short-term, highly liquid investments that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value. These also
include bank overdrafts that form an integral part of the Group’s cash management.

2.14 Inventories

Inventories are stated at the lower of cost and net realisable value.

Costs incurred in bringing each product to its present location and condition are
accounted for as follows:

z Raw materials – purchase cost on a first-in, first-out


basis;
z Finished goods and work-in- – costs of direct materials and labour
progress and a proportion of manufacturing
overheads based on normal operating
capacity. These costs are assigned on a
first-in first-out basis.

Net realisable value is the estimated selling price in the ordinary course of business,
less estimated costs necessary to make the sale.

2.15 Financial liabilities

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

Financial liabilities are recognised initially at fair value, plus, in the case of financial
liabilities other than derivatives, directly attributable transaction costs.

Subsequent to initial recognition, all financial liabilities are measured at amortised


cost using the effective interest method, except for derivatives, which are measured
at fair value.

47
Notes to the Financial Statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.15 Financial liabilities (cont’d)

A financial liability is derecognised when the obligation under the liability is


extinguished. For financial liabilities other than derivatives, gains and losses are
recognised in the income statement when the liabilities are derecognised, and
through the amortisation process. Any gains or losses arising from changes in fair
value of derivatives are recognised in the income statement. Net gains or losses on
derivatives include exchange differences.

2.16 Borrowing costs

Borrowing costs are expensed as incurred.

2.17 Employee benefits

(a) Defined contribution plans

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
scheme in Singapore, a defined contribution pension scheme.

The subsidiaries incorporated in the PRC are required to provide certain staff
pension benefits to their employees under existing PRC legislation. Pension
contributions are provided at rates stipulated by PRC legislation and are
contributed to a pension fund managed by government agencies, which are
responsible for paying pensions to the PRC subsidiaries’ retired employees.

Contributions to these 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 when they accrue to


employees. A provision is made for the estimated liability for leave as a result
of services rendered by employees up to the balance sheet date.

2.18 Leases

(a) Finance lease

Finance leases, which transfer to the Group substantially all the risks and
rewards incidental to ownership of the leased item, are capitalised at the
inception of the lease at the fair value of the leased asset or, if lower, at the
present value of the minimum lease payments. Any initial direct costs are also
added to the amount capitalised. Lease payments are apportioned between
the finance charges and reduction of the lease liability so as to achieve a
constant rate of interest on the remaining balance of the liability. Finance
charges are charged to the income statement. Contingent rents, if any, are
charged as expenses in the periods in which they are incurred.

Capitalised leased assets are depreciated over the shorter of the estimated
useful life of the asset and the lease term, if there is no reasonable certainty
that the Company will obtain ownership by the end of the lease term.

48
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.18 Leases (cont’d)

(b) Operating lease

Operating lease payments are recognised as an expense in the income


statement on a straight-line basis over the lease term. The aggregate benefit
of incentives provided by the lessor is recognised as a reduction of rental
expense over the lease term on a straight-line basis.

2.19 Revenue

Revenue is recognised to the extent that it is probable that the economic benefit will
flow to the Group and the revenue can be reliably measured. Revenue is measured at
the fair value of consideration received or receivable.

(a) Sales of goods

Revenue is recognised upon the transfer of significant risk and rewards of


ownership of the goods to the customer which generally coincides with delivery
and acceptance of the goods sold. Revenue is not recognised to the extent
where 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 (taking into account


the effective yield on the asset) unless collectibility is in doubt.

(c) Dividend income

Dividend income is recognised when the Group’s and Company’s right to


receive payment is established.

2.20 Income taxes

(a) Current tax

Current tax assets and liabilities are measured at the amount expected to
be recovered from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or substantively
enacted by the balance sheet date.

Current taxes are recognised in the income statement except that tax relating
to items recognised directly in equity is recognised directly in equity.

(b) Deferred tax

Deferred income tax is provided using the liability method on temporary


differences at the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes.

Deferred tax assets and liabilities are recognised for all temporary differences,
except:

z Where the deferred tax arises from the initial recognition of goodwill or
of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction affects neither accounting profit nor
taxable profit or loss;

49
Notes to the Financial Statements
For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.20 Income taxes (cont’d)

(b) Deferred tax (cont’d)

z In respect of temporary differences associated with investments in


subsidiaries, where the timing of the reversal of the temporary differences
can be controlled by the Group and it is probable that the temporary
differences will not reverse in the foreseeable future; and

z In respect of deductible temporary differences and carry-forward of


unused tax credits and unused tax losses if it is not probable that
taxable profit will be available against which the deductible temporary
differences and carry-forward of unused tax credits and unused tax losses
can be utilised.

The carrying amount of deferred tax asset is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax asset to
be utilised. Unrecognised deferred tax assets are reassessed at each balance
sheet date and are recognised to the extent that it has become probable that
future taxable profit will allow the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply to the year when the asset is realised or the liability is
settled, based on tax rates and tax laws that have been enacted or substantively
enacted at the balance sheet date.

Deferred taxes are recognised in the income statement except that deferred
tax relating to items recognised directly in equity is recognised directly in
equity and deferred tax arising from a business combination is adjusted against
goodwill on acquisition.

(c) Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax
except:

z Where the sales tax incurred on a purchase of assets or services is not


recoverable from the taxation authority, in which case the sales tax is
recognised as part of the cost of acquisition of the asset or as part of the
expense item as applicable; and

z Receivables and payables that are stated with the amount of sales tax
included.

The net amount of sales tax recoverable from, or payable to, the taxation
authority is included as part of receivables or payables in the balance sheet.

50
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

2. Summary of significant accounting policies (cont’d)

2.21 Statutory reserve fund

In accordance with the relevant laws and regulations of the PRC, subsidiaries
incorporated in the PRC are required to set up a general reserve fund by way of
appropriations from their statutory net profit which is arrived at by using local
generally accepted accounting principles applicable in the PRC. The general reserve
fund may be used to offset accumulated losses or increase the paid-in capital of the
respective subsidiaries, subject to approval from the PRC authorities. Such reserve
funds are not available for dividend distribution to the shareholders.

2.22 Segment reporting

A business segment is a distinguishable component of the Group that is engaged in


providing products or services that are subject to risks and returns that are different
from those of other business segments. A geographical segment is a distinguishable
component of the Group that is engaged in providing products or services within
a particular economic environment and that is subject to risks and returns that are
different from those of components operating in other economic environments.

2.23 Share capital and share issue expenses

Proceeds from issuance of ordinary shares are recognised as share capital in equity.
Incremental costs directly attributable to the issuance of ordinary shares are deducted
against share capital.

2.24 Treasury shares

When shares recognised as equity are reacquired, the amount of consideration paid
is recognised directly in equity. Reacquired shares are classified as treasury shares
and presented as a deduction from total equity. No gain or loss is recognised in the
income statement on the purchase, sale, issue or cancellation of treasury shares.

2.25 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.

2.26 Derivative financial instruments

The Group may use derivative financial instruments such as forward currency contracts
to hedge its risks associated with foreign currency fluctuations. Derivative financial
instruments are classified as financial assets or liabilities at fair value through profit
and loss. Such derivative financial instruments are initially recognised at fair value
on the date on which a derivative contract is entered into and are subsequently re-
measured at fair value. Derivative financial instruments are carried as assets when the
fair value is positive and as liabilities when the fair value is negative.

51
Notes to the Financial Statements
For the financial year ended 31 December 2008

3. Significant accounting judgements and estimates

The preparation of the Group’s financial statements requires management to make


judgements, estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the disclosure of contingent liabilities at the
reporting date. However, uncertainty about these assumptions and estimates could
result in outcomes that could require a material adjustment to the carrying amount of
the asset or liability affected in the future.

3.1 Judgements made in applying accounting policies

In the process of applying the Group’s accounting policies, management has made
the following judgements, apart from those involving estimations, which has the most
significant effect on the amounts recognised in the financial statements:

(a) Income taxes

The Group has exposure to income taxes in numerous jurisdictions. Significant


judgement is involved in determining the Group-wide 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 recognised, such
differences will impact the income tax and deferred tax provisions in the period
in which such determination is made. The carrying amount of the Group’s
income tax payables and deferred tax liabilities at the balance sheet date was
$3,200,000 (2007: $1,401,000) and $1,716,000 (2007: $2,265,000) respectively.

3.2 Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation
uncertainty at the balance sheet date, 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) Useful lives of property, plant and equipment

The cost of property, plant and equipment for the manufacture of food
and beverages and packaging materials is depreciated on a straight-line
basis over the property, plant and equipment’s estimated economic useful
lives. Management estimates the useful lives of these property, plant and
equipment other than leasehold buildings and improvements and land use
rights to be within 3 to 10 years. These are common life expectancies applied
in the industry. Changes in the expected level of usage and technological
developments could impact the economic useful lives and the residual values
of these assets, therefore, future depreciation charges could be revised. The
carrying amount of the Group’s property, plant and equipment at the balance
sheet date is disclosed in Note 11 to the financial statements.

52
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

3. Significant accounting judgements and estimates (cont’d)

3.2 Key sources of estimation uncertainty (cont’d)

(b) Impairment of non-financial assets

The Group assesses whether there are any indicators of impairment for all
non-financial assets at each reporting date. Goodwill is tested for impairment
annually and at other times when such indicators exist. Other non-financial
assets are tested for impairment when there are indicators that the carrying
amounts may not be recoverable.

When value in use calculations are undertaken, management must estimate the
expected future cash flows from the asset or cash-generating unit and choose
a suitable discount rate in order to calculate the present value of those cash
flows. The carrying amount of the Group’s goodwill at the balance sheet date
was $Nil (2007: $Nil).

(c) Impairment of loans and receivables

The Group assesses at each balance sheet date whether there is any objective
evidence that a financial asset is impaired. To determine whether there is
objective evidence of impairment, the Group considers factors such as the
probability of insolvency or significant financial difficulties of the debtor and
default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of


future cash flows are estimated based on historical loss experience for assets
with similar credit risk characteristics. The carrying amount of the Group’s
loans and receivables at the balance sheet date is disclosed in Note 17 to the
financial statements.

4. Revenue

Revenue represents sale of goods, net of discounts and returns. Intra-group


transactions have been excluded from Group revenue.

5. Other operating income

Group
2008 2007
$’000 $’000

Gain on sale of property, plant and equipment 12 93


Gain on sale of short-term investments 1 –
Others 359 365
372 458

53
Notes to the Financial Statements
For the financial year ended 31 December 2008

6. Profit from operations

This is determined after charging (crediting) items in Note 5 and the following:

Group
2008 2007
$’000 $’000

Impairment of trade receivables 579 1,172


Allowance for inventory obsolescence 414 574
Amortisation of trademarks 54 66
Amortisation of club memberships 4 4
Depreciation of property, plant and equipment 2,729 3,161
Directors’ fee 500 250
Directors’ remuneration
- directors of the Company 1,169 1,021
Exchange loss 105 525
Property, plant and equipment written off – 4
Operating lease expenses 639 594
Personnel expenses (excluding directors’ remuneration) 14,839 12,152
Non-audit fee
- auditors of the Company 57 21
- other auditors 10 13
Write-back of impairment of trade receivables (589) (168)
Write-back of allowance for inventory obsolescence (251) (174)

7. Personnel expenses

Group
2008 2007
$’000 $’000

Salaries, bonus and other costs 14,155 11,804


Central Provident Fund and other pension costs 895 751
Other personnel expenses 958 618
16,008 13,173

Personnel expenses include directors’ remuneration as disclosed in Note 6.

54
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

8. Financial (income) expenses/other financial cost

Group
2008 2007
$’000 $’000

Interest income
- fixed deposits (364) (175)

Interest expense
- bank overdrafts 48 81
- bills payable to banks 608 528
- bank term loans 371 259
- finance lease obligations 24 53
1,051 921

Other financial cost


- bank charges 303 156

9. Income tax expense

Group
2008 2007
$’000 $’000

Current tax
- current year 4,191 1,792
- under (over) provision in respect of prior year 114 (58)
Deferred tax
- current year (549) 220
3,756 1,954

55
Notes to the Financial Statements
For the financial year ended 31 December 2008

9. Income tax expense (cont’d)

A reconciliation of the tax expense and the product of accounting profit multiplied by
the applicable tax rate are as follows:

Group
2008 2007
$’000 $’000

Profit before tax 15,754 11,167

Tax at the statutory tax rate of 18% (2007: 18%) 2,836 2,010
Adjustments:
Different tax rates in other countries 144 152
Effect of reduction in tax rate – (103)
Income not subject to taxation (24) (41)
Expenses not deductible for tax purposes 674 269
Provision for withholding tax relating to undistributed
profits of PRC subsidiaries 344 –
Tax rebates and exemption (316) (314)
Under (over) provision of tax in respect of prior year 114 (58)
Deferred tax assets not recognised 4 92
Utilisation of deferred tax assets not recognised in prior year (20) (53)
Tax expense 3,756 1,954

The statutory income tax rate applicable to Singapore companies of the Group was
reduced to 18% for Year of Assessment 2008 from 20% for Year of Assessment 2007.

Deferred tax liabilities

Group
Consolidated Consolidated
balance sheet income statement
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Excess of net book value over tax


written down value of property,
plant and equipment 1,215 908 307 (125)
Other temporary differences 501 1,357 (856) 345
1,716 2,265 (549) 220

Balance sheet
2008 2007
$’000 $’000

Company
Other temporary differences 4 4

56
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

9. Income tax expense (cont’d)

Deferred tax liabilities (cont’d)

Certain subsidiaries of the Group have tax losses of approximately $1,409,000 (2007:
$1,504,000) that are available for offset against their future taxable profits for which
no deferred tax asset is recognised due to uncertainty of their recoverability. The use
of these tax losses is subject to the agreement of the tax authorities and compliance
with certain provisions of the tax legislation of the countries in which the subsidiaries
operate.

10. Earnings per share

(a) Basic earnings per share

Basic earnings per share amounts is calculated by dividing net profit for the
year attributable to equity holders of the parent by the weighted average
number of ordinary shares outstanding during the financial year.

Group
2008 2007
$’000 $’000

Profit for the year attributable to equity holders of


the parent 11,602 8,907

Weighted average number of ordinary shares 137,976 138,607

Basic earnings per share (cents) 8.41 6.43

(b) Diluted earnings per share

Diluted earnings per share amounts is calculated by dividing profit for the year
attributable to ordinary equity holders of the parent by the weighted average
number of shares outstanding during the financial year plus the weighted
average number of ordinary shares that would be issued on the conversion of
all the dilutive potential ordinary shares into ordinary shares from share options.

Group
2008 2007
$’000 $’000

Profit for the year attributable to equity holders


of the parent 11,602 8,907

Weighted average number of ordinary shares for


basic earnings per share computation 137,976 138,607
Effects of dilution on assumed exercise of warrants 23,111 –
Weighted average number of ordinary shares for
diluted earnings per share computation 161,087 138,607

Diluted earnings per share (cents) 7.20 6.43

57
11. Property, plant and equipment

Leasehold Plant,
buildings machinery Assets
and Land use and Furniture Office Air- Motor under
Group improvements rights equipment and fittings equipment conditioners Renovations vehicles construction Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Cost
As at 1.1.2007 32,243 3,852 28,266 773 1,975 425 594 5,737 – 73,865
Additions 169 92 627 13 54 1 139 144 5,485 6,724
Disposals – – (224) – (12) – – (465) – (701)
Write off – – (729) (3) (21) (3) – – – (756)
Translation difference – – (15) – (1) – 1 (4) – (19)
As at 31.12.2007 and 1.1.2008 32,412 3,944 27,925 783 1,995 423 734 5,412 5,485 79,113
Additions 1,502 – 4,496 143 130 – 142 135 4,491 11,039

58
For the financial year ended 31 December 2008

Disposals – – – – (1) – – (437) – (438)


Write off – – (4) – – – – – – (4)
Transfers 4,915 – – – – – – – (4,915) –
Translation difference – – 36 – 1 – 22 (4) – 55
As at 31.12.2008 38,829 3,944 32,453 926 2,125 423 898 5,106 5,061 89,765
Notes to the Financial Statements
11. Property, plant and equipment (cont’d)

Leasehold Plant,
buildings machinery Assets
and Land use and Furniture Office Air- Motor under
Group improvements rights equipment and fittings equipment conditioners Renovations vehicles construction Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Accumulated depreciation and


impairment
As at 1.1.2007 6,005 750 22,883 641 1,834 411 561 4,712 – 37,797
Charge for the year 662 77 1,778 32 65 5 13 529 – 3,161
Disposals – – (40) – (11) – – (398) – (449)
Write off – – (728) (2) (20) (2) – – – (752)
Translation difference – – (10) – – – 1 (4) – (13)
As at 31.12.2007 and 1.1.2008 6,667 827 23,883 671 1,868 414 575 4,839 – 39,744

59
Charge for the year 640 79 1,485 39 66 4 61 355 – 2,729
Disposals – – – – – – – (426) – (426)
Write off – – (4) – – – – – – (4)
Translation difference – – 32 – 1 – 20 (3) – 50
As at 31.12.2008 7,307 906 25,396 710 1,935 418 656 4,765 – 42,093

Net carrying amount


As at 31.12.2007 25,745 3,117 4,042 112 127 9 159 573 5,485 39,369

As at 31.12.2008 31,522 3,038 7,057 216 190 5 242 341 5,061 47,672
For the financial year ended 31 December 2008
Notes to the Financial Statements
Viz Branz Limited Annual Report 2008
Notes to the Financial Statements
For the financial year ended 31 December 2008

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

Plant,
machinery
Leasehold and Office Motor
Company buildings equipment equipment vehicles Total
$’000 $’000 $’000 $’000 $’000

Cost
As at 1.1.2007 313 81 36 330 760
Disposal – – – (330) (330)
As at 31.12.2007, 1.1.2008 and
31.12.2008 313 81 36 – 430

Accumulated depreciation
As at 1.1.2007 89 74 35 220 418
Charge for the year 10 7 1 55 73
Disposal – – – (275) (275)
As at 31.12.2007 and 1.1.2008 99 81 36 – 216
Charge for the year 8 – – – 8
As at 31.12.2008 107 81 36 – 224

Net carrying amount


As at 31.12.2007 214 – – – 214

As at 31.12.2008 206 – – – 206

Assets held under finance leases

As at 31 December 2008, net carrying amount of the property, plant and equipment
of the Group and the Company acquired by means of finance leases are as follows:

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Motor vehicles 7 23 – –
Plant and machinery 408 609 – –
At end of year 415 632 – –

Leased assets are pledged as security for the related finance lease liabilities.

Assets pledged as security

In addition to assets held under finance lease, the leasehold buildings of certain
subsidiaries with net carrying amount of approximately $14,018,000 (2007: $22,385,000)
were pledged to banks as security for bank term loans and other banking facilities
granted (Notes 22 and 23).

Cash outflows on purchase of property, plant and equipment

During the financial year, the Group acquired property, plant and equipment with
an aggregate cost of $11,039,000 (2007: $6,724,000) by means of cash payments of
$9,183,000 (2007: $5,654,000) and bank borrowings of $1,856,000 (2007: $1,070,000).

60
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

12. Investment in subsidiaries

Company
2008 2007
$’000 $’000

Unquoted equity shares:


Cost at beginning of year 39,660 36,666
Additional investments during the year 1,549 2,994
Less: Discontinued operations during the year (5,581) –
Cost at end of year 35,628 39,660
Impairment losses (801) (801)
Carrying amount at end of year 34,827 38,859

(a) The Group had the following subsidiaries as at 31 December 2008:

Percentage of
Country of equity held by
Name of company incorporation Principal activities the Group
2008 2007
% %
Held by the Company
(4)(i)(ii) Oriental Overseas Hong Kong Investment holding – 100
Investment Limited
(1) Gold Roast Food Singapore Manufacturing 100 100
Industry Pte Ltd and distribution of
beverages and
snack food
(2a) Shantou Gold Roast People’s Manufacturing 93.75 93.75
Food Ind. Co., Ltd. Republic of and distribution of
China beverages and
snack food
(1)(iii) VB Global Trade Pte. Ltd. Singapore Distribution of 100 100
(formerly known as Gold beverages and
Roast Singapore Pte Ltd) snack food
(1) Gold Roast (Thailand) Singapore Investment 100 100
Pte Ltd holding
(1) Gold Roast (Vietnam) Singapore Investment 100 100
Pte Ltd holding
(2a) Shantou Oriental People’s Printing of flexible 99 99
Packaging Ind. Co., Ltd. Republic of packaging
China materials
(2b)(iv) Zhengzhou Viz Branz People’s Manufacturing and – 100
Food Pte Ltd Republic of distribution of
China snack food
(2b)(v) Xinzheng Viz Branz People’s Manufacturing and 100 100
Foods Co., Ltd Republic of distribution of
China snack food

61
Notes to the Financial Statements
For the financial year ended 31 December 2008

12. Investment in subsidiaries (cont’d)

Percentage of
Country of equity held by
Name of company incorporation Principal activities the Group
2008 2007
% %

Held by the Company


(6) Bridge Shine Coffee People’s Coffee roasting 75 75
(Shanghai) Co., Ltd Republic of business
China

(7) Bridge Shine Coffee People’s Business of selling 76.19 76.19


Equipment (Shanghai) Republic of coffee machines
Co., Ltd China

(1) Raku Holdings Pte Ltd Singapore Investment holding 90 90

(2a)(vi) Shantou Oriental People’s Manufacturing 100 100


(vii) Confectionery Food Republic of and distribution of
Co., Ltd. China beverages and
snack food

Held by subsidiary
(5) Gold Roast (Thailand) Thailand Manufacturing 99.993 99.993
Co., Ltd. and distribution of
beverages and
snack food
(currently dormant)

(3) Gold Roast (Vietnam) Vietnam Manufacturing 100 100


Company Limited and distribution
of beverages

(1)(viii) Raku Bar Pte Ltd Singapore Operation of 90 90


restaurants, bars,
pubs, eating houses
(currently dormant)

(1) Audited by Ernst & Young, Singapore


(2a) Audited by Si Wei Certified Public Accountants Co., Ltd, PRC
(2b) Audited by Henan Xin Hua Lian He Certified Public Accountants Co. Ltd., PRC
(3) Audited by Ernst & Young, Vietnam
(4) Audited by Y.K Tsang & Co, Certified Public Accountants, Hong Kong
(5) Audited by Mr Thanakorn Wongthiang, Certified Public Accountant, Thailand
(6) Audited by Shanghai Sin Cheng Certified Public Accountants Co., Ltd, PRC
(7) Audited by Shanghai Jin Cheng Certified Public Accountants Co., Ltd, PRC
(i) One share held in trust for the Company by an individual.
(ii) Oriental Overseas Investment Limited, a wholly-owned subsidiary of the Company,
incorporated in Hong Kong, has been de-registered with effect from 4 January
2008.
(iii) Gold Roast Singapore Pte Ltd, a wholly-owned subsidiary has been renamed as VB
Global Trade Pte. Ltd. on 18 August 2008. During the financial year, the paid-up
capital of this subsidiary has been increased to $500,000 on 22 August 2008.

62
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

12. Investment in subsidiaries (cont’d)

(iv) Zhengzhou Viz Branz Food Pte Ltd (“Zhengzhou”), a wholly-owned subsidiary of the
Company, incorporated in the PRC, has been de-registered with effect from 4 June
2008. Zhengzhou has been dormant since March 2007.
(v) Xinzheng Viz Branz Foods Co., Ltd (“Xinzheng”) was incorporated on 31 May 2005
as a wholly-owned subsidiary with a registered share capital of Rmb7.0 million.
During the financial year ended 31 December 2008, the Company had injected
Rmb5.0 million (approximately $1,049,000) in cash, to the subsidiary’s registered
share capital. Consequently, the paid-up capital of Xinzheng was increased from
Rmb7.0 million to Rmb12.0 million on 11 November 2008. As at 31 December 2008,
the capital contribution is fully paid up.
(vi) Shantou Oriental Confectionary Food Co., Ltd was incorporated as a sino-
foreign cooperative joint venture with a PRC partner. The PRC partner provides
administrative services to the subsidiary as well as Shantou Gold Roast Food Ind.
Co., Ltd. and Shantou Oriental Packaging Ind. Co., Ltd. for a fixed fee of Rmb5,000
per month. The PRC joint venture partner does not have any share in the results or
assets of the subsidiary.
(vii) The Company acquired the entire shareholdings in Shantou Oriental Confectionary
Co., Ltd from Oriental Overseas Investment Limited, a wholly-owned subsidiary of
the Company, as approved by the authorities in the People’s Republic of China,
on 5 January 2007, for a total consideration of HK$13,708,952. Pursuant to the
acquisition, Shantou Oriental Confectionary Co., Ltd became a wholly-owned
subsidiary of the Company.
(viii) Raku Bar Pte Ltd has ceased its bar operation in 2005 and has remained dormant since.

13. Trademarks

Group Company
$’000 $’000

Cost
As at 1.1.2007 827 40
Registration of trademarks during the year 31 –
As at 31.12.2007 and 1.1.2008 858 40
Registration of trademarks during the year 2 –
As at 31.12.2008 860 40

Accumulated amortisation
As at 1.1.2007 561 20
Charge for the year 66 4
As at 31.12.2007 and 1.1.2008 627 24
Charge for the year 54 4
As at 31.12.2008 681 28

Net carrying amount


As at 31.12.2007 231 16

As at 31.12.2008 179 12

The remaining amortisation periods for the Group and the Company are 1 to 9 years
and 2 to 5 years respectively (2007: 1 to 9 years and 3 to 6 years respectively).

63
Notes to the Financial Statements
For the financial year ended 31 December 2008

14. Club memberships

Group Company
$’000 $’000

Cost
As at 1.1.2007, 31.12.2007, 1.1.2008 and 31.12.2008 120 70

Accumulated amortisation and impairment


As at 1.1.2007 62 39
Charge for the year 4 2
As at 31.12.2007 and 1.1.2008 66 41
Charge for the year 4 2
As at 31.12.2008 70 43

Net carrying amount


As at 31.12.2007 54 29

As at 31.12.2008 50 27

The remaining amortisation periods for the Group and the Company are 20 years
(2007: 21 years).

15. Goodwill

Group
$’000

Cost
As at 1.1.2007, 31.12.2007, 1.1.2008 and 31.12.2008 450

Accumulated amortisation and impairment


As at 1.1.2007, 31.12.2007, 1.1.2008 and 31.12.2008 450

Net carrying amount


As at 31.12.2007 and 31.12.2008 –

Impairment testing of goodwill

Group
2008 2007
$’000 $’000

Carrying value of capitalised goodwill based on cash


generating units

Bridge Shine Coffee Equipment (Shanghai) Co., Ltd 21 21


Bridge Shine Coffee (Shanghai) Co., Ltd 347 347
Raku Japanese Restaurant & Bar Pte Ltd 82 82
450 450
Impairment loss (450) (450)
Carrying value – –

64
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

15. Goodwill (cont’d)

Goodwill is allocated for impairment testing purposes to the individual entity which
is also the cash generating unit. The recoverable amount is determined based on
a value in use calculation using cash flow projections based on financial budgets
approved by management covering a five-year period. Cash flows beyond the fifth
year are extrapolated using nil growth rates. Management has considered and
determined the factors applied in these financial budgets which include budgeted
gross margins and average growth rates. The budgeted gross margins are based on
past performance and its expectation of market demand.

The discount rate applied to the cash flow projections is derived from the cost of
capital plus a reasonable risk premium at the date of assessment of the respective
cash generating units. The terminal growth rates used does not exceed the long
term average growth rate of the respective industry and countries in which the entity
operates.

16. Inventories

Group
2008 2007
$’000 $’000

Balance sheet:
Finished goods 3,737 2,197
Work-in-progress 413 980
Raw materials 17,962 9,870
Goods-in-transit 879 899
Total inventories at lower of cost and net realisable value 22,991 13,946

Income statement:
Inventories recognised as an expense in cost of sales 88,471 80,563
Inclusive of the following charge (credit):
- Allowance for the year 414 574
- Write back of allowance (251) (174)
- Write off against allowance (237) (156)

65
Notes to the Financial Statements
For the financial year ended 31 December 2008

17. Trade and other receivables

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Trade receivables 31,914 32,400 – –


Other receivables:
- Deposits 277 1,986 – –
- Dividend receivable from
subsidiaries – – 55 55
- VAT recoverable – 12 – –
- Other receivables 668 403 9 2
Total other receivables 945 2,401 64 57

Loan to a subsidiary – – 5,040 7,379


Due from subsidiaries (non-trade) – – 6,134 3,624
Due from related parties (trade) 180 126 – –
Total trade and other receivables 33,039 34,927 11,238 11,060
Add : Cash and cash equivalents
(Note 28) 20,435 13,031 3,853 108
Total loans and receivables 53,474 47,958 15,091 11,168

Trade receivables

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

Related parties, loan to a subsidiary and due from subsidiaries balances

These balances are non-interest bearing and are repayable on demand. The amounts
are unsecured and are to be settled in cash.

Receivables that are past due but not impaired

The Group has trade receivables amounting to $4,242,000 (2007: $4,210,000) that are
past due at the balance sheet date but not impaired. These receivables are unsecured
and the analysis of their aging at the balance sheet date is as follows:

Group
Individually impaired
2008 2007
$’000 $’000

Trade receivables past due:


Lesser than 30 days 2,248 2,295
31 to 60 days 1,281 1,450
61 to 90 days 692 448
91 to 120 days 21 17
4,242 4,210

66
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

17. Trade and other receivables (cont’d)

Receivables that are impaired

The Group’s trade receivables that are impaired at the balance sheet date and the
movement of the allowance accounts used to record the impairment are as follows:

Group
Individually impaired
2008 2007
$’000 $’000

Trade receivables - nominal amounts 3,561 4,376


Less : Allowance for impairment (2,355) (2,793)
1,206 1,583

Movement in allowance accounts:


At 1 January 2,793 1,840
Allowance for the year 579 1,172
Write back of allowance (589) (168)
Write off against allowance (428) (51)
At 31 December 2,355 2,793

Trade receivables that are individually determined to be impaired at the balance


sheet date relate to debtors that have invoices dated more than 150 days. These
receivables are not secured by any collateral or credit enhancements.

Due from subsidiaries balances that are impaired

The Company’s amounts due from subsidiaries that are impaired at the balance sheet
date and the movement of the allowance accounts used to record the impairment are
as follows:

Company
Individually impaired
2008 2007
$’000 $’000

Due from subsidiaries 6,542 4,198


Less : Allowance for impairment (408) (574)
6,134 3,624

Movement in allowance accounts:


At 1 January 574 704
Write back of allowance (166) (130)
At 31 December 408 574

These balances that are individually impaired relate to subsidiaries whose balances
exceeded the estimated future cash flows expected to be generated.

67
Notes to the Financial Statements
For the financial year ended 31 December 2008

18. Other current assets

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Prepayments 385 309 3 6


Advances to employees# 283 267 – –
Advances to suppliers for
purchase of raw materials 1,312 446 – –
1,980 1,022 3 6

# These balances are unsecured, interest-free and are for business-related expenditure
which as at 31 December have not been incurred.

19. Short-term investments

Short-term investments have been classified as ‘available-for-sale financial assets’ so


as to conform to the presentation adopted in 2005. Available-for-sale financial assets
are measured in accordance with the accounting policy as set out in Note 2.11(b).

Group
2008 2007
$’000 $’000

Available-for-sale financial assets


Unquoted equity shares – 6

20. Trade and other payables

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Trade and other payables:


Trade payables 7,372 4,582 – –
Bills payable to banks 11,771 11,003 – –
Other payables 3,455 2,413 535 268
Due to subsidiaries (non-trade) – – 1,426 6,090
22,598 17,998 1,961 6,358
Add:
- Other liabilities (Note 21) 13,627 12,053 2,143 1,181
- Loans and borrowings (Note 22) 12,193 7,680 2,175 –
Total financial liabilities carried at
amortised cost 48,418 37,731 6,279 7,539

Trade payables/other payables

These amounts are non-interest bearing and are normally settled on 30 to 90 days’
terms.

68
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

20. Trade and other payables (cont’d)

Bills payable to banks

Bills payable to banks bear interest at rates ranging from 5.00% to 6.25% (2007: 5.00%
to 6.20%) per annum and have an average maturity period of 120 days.

Due to subsidiaries

These amounts are non-interest bearing and are repayable on demand. The amounts
are unsecured and are to be settled in cash.

21. Other liabilities

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Accrued operating expenses 11,434 10,950 1,321 790


Accruals for bonus 2,193 1,103 822 391
13,627 12,053 2,143 1,181

22. Loans and borrowings

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Current:
Obligations under finance
leases (Note 30(c)) 151 177 – –
Bank overdrafts – 875 – –
Short-term bank loan 2,175 – 2,175 –
Bank term loans (Note 23) 3,650 2,864 – –
5,976 3,916 2,175 –

Non-current:
Obligations under finance
leases (Note 30(c)) 73 224 – –
Bank term loans (Note 23) 6,144 3,540 – –
6,217 3,764 – –
Total loans and borrowings 12,193 7,680 2,175 –

A corporate guarantee for $36,577,000 (2007: $38,363,000) has been given by the
Company in respect of the banking facilities granted to a subsidiary.

Obligations under finance leases

The finance lease obligations are pledged by property, plant and equipment of
the Group acquired under finance lease arrangements with a net carrying amount
of approximately $415,000 (2007: $632,000) (Note 11). In addition, finance lease
obligations of subsidiaries are pledged by a corporate guarantee of approximately
$218,000 (2007: $383,000) issued by the Company.

69
Notes to the Financial Statements
For the financial year ended 31 December 2008

22. Loans and borrowings (cont’d)

Bank overdrafts

The bank overdrafts as at 31 December 2007 bear interest ranging from 0.25% to
1.25% over the banks’ prevailing prime rates of 4.25% to 6.00% per annum.

Short-term bank loan

The short-term bank loan as at 31 December 2008 bears interest ranging from 1.62%
to 2.09% per annum (2007: Nil) and have maturity period ranging from 7 to 60 days
(2007: Nil).

23. Bank term loans

Group
2008 2007
$’000 $’000

Bank term loan (1) 487 1,418


(2)
Bank term loan 189 348
(3)
Bank term loan – 20
(4)
Bank term loan – 400
(5)
Bank term loan 2,867 3,148
(6)
Bank term loan 1,873 1,070
(7)
Bank term loan 949 –
(8)
Bank term loan 3,429 –
9,794 6,404

Notes:
(1)
This bank term loan bears interest at 5.00% per annum (2007: 5.00% per annum),
which is also the effective interest rate. The loan is repayable over 6 years by 72
monthly instalments, commencing July 2003, and is repayable in full in June 2009.
(2)
This bank term loan bears interest at 5.00% per annum (2007: 4.10% per annum),
is repayable over 5 years by 60 monthly instalments and is to be repaid in full in
February 2010.
(3)
This bank term loan bears interest at 4.28% per annum (2007: 4.28% per annum), is
repayable over 3 years by 36 monthly instalments and was repaid in full in February
2008.
(4)
This bank term loan bears interest at 5.00% per annum (2007: 5.00% per annum), is
repayable over 1.7 years by 20 monthly instalments and was repaid in full in August
2008.
(5)
This bank term loan bears interest at 4.30% per annum (2007: 4.10% per annum), is
repayable over 120 monthly instalments and is to be repaid in full in April 2017.
(6)
This bank term loan bears interest at 5.75% per annum (2007: 5.75% per annum). The
loan which was undertaken to finance the purchase of a plant will be converted to a
finance lease obligation upon full payment to the supplier.
(7)
This bank term loan bears interest at 4.75% per annum, is repayable over 3 years by
36 monthly instalments and is to be repaid in full in August 2011.
(8)
This bank term loan bears interest at 4.25% per annum is repayable over 7 years by
84 monthly instalments and is to be repaid in full in October 2015.

70
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

23. Bank term loans (cont’d)

The repayment terms of the loans are as follows:

Group
2008 2007
$’000 $’000

Due within 1 year 3,650 2,864


Due within 2 to 5 years 6,144 3,540
9,794 6,404

The bank term loans are secured by a legal mortgage over a subsidiary’s leasehold
factory buildings with a net book value of $14,018,000 (2007: $13,236,000). In addition,
a corporate guarantee for $22,547,000 (2007: $21,075,000) has been given by the
Company in respect of banking facilities, including the bank term loans, granted to
the subsidiary.

24. Share capital and treasury shares

(a) Share capital

Group and Company


2008 2007
Number Value Number Value
‘000 $’000 ‘000 $’000

Issued and fully paid:


Ordinary shares
At 1 January 139,150 28,286 139,150 28,286
Issue of shares on
exercise of warrants(1) 533 107 – –
At 31 December 139,683 28,393 139,150 28,286

The holders of ordinary shares (except treasury shares) are entitled to receive
dividends as and when declared by the Company. All ordinary shares carry one
vote per share without restriction.
(1)
Conversion of warrants of 533,000 shares at $0.20 per share.

71
Notes to the Financial Statements
For the financial year ended 31 December 2008

24. Share capital and treasury shares (cont’d)

(b) Treasury shares

Group and Company


2008 2007
Number Value Number Value
‘000 $’000 ‘000 $’000

At 1 January 1,077 333 – –


Acquired during the
financial year 1,182 360 1,077 333
At 31 December 2,259 693 1,077 333

Treasury shares relate to ordinary shares of the Company that is held by the
Company.

The Company acquired 1,182,000 (2007: 1,077,000) shares in the Company


through purchases on the Singapore Exchange during the financial year. The
total amount paid to acquire the shares was $360,000 (2007: $333,000) and this
is presented as a component within shareholders’ equity.

25. Other reserves

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Warrants reserve 1,844 – 1,844 –


Statutory reserve fund 3,721 2,776 – –
Foreign currency translation
reserve 885 (277) – –
6,450 2,499 1,844 –

(a) Warrants reserve

Group and Company


2008 2007
Number Value Number Value
‘000 $’000 ‘000 $’000

At 1 January – – – –
Issuance of warrants 41,422 2,071 – –
Conversion during the year (533) (27) – –
Related expenses – (200) – –
At 31 December 40,889 1,844 – –

The Company issued 41,422,000 warrants at an issue price of $0.05 per warrant
whereby each warrant carries the right to subscribe for 1 new ordinary share in
the capital of the Company at an exercise price of $0.15 per share.

72
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

25. Other reserves (cont’d)

(b) Statutory reserve fund

In accordance with the Foreign Enterprise Law applicable to the subsidiaries


in the People’s Republic of China (“PRC”), the subsidiaries are required to
make appropriation to a Statutory Reserve Fund (“SRF”). At least 10% of the
statutory after tax profits as determined in accordance with the applicable PRC
accounting standards and regulations must be allocated to the SRF until the
cumulative total of the SRF reaches 50% of the subsidiaries’ registered capital.
Subject to approval from the relevant PRC authorities, the SRF may be used
to offset any accumulated losses or increase the registered capital of the
subsidiaries. The SRF is not available for dividend distribution to shareholders.

Group
2008 2007
$’000 $’000

At 1 January 2,776 2,394


Transferred from retained earnings 945 382
At 31 December 3,721 2,776

(c) Foreign currency translation reserve

The foreign currency translation reserve represents exchange differences


arising from the translation of the financial statements of foreign operations
whose functional currencies are different from that of the Group’s presentation
currency.

Group
2008 2007
$’000 $’000

At 1 January (277) (139)


Net effect of exchange differences arising from
translation of financial statements of foreign
operations 1,162 (138)
At 31 December 885 (277)

26. Retained earnings

Group
2008 2007
$’000 $’000

Accumulated profits retained in:


- the Company 14,159 14,609
- subsidiaries 23,727 15,382
37,886 29,991

The accumulated profits of the Company are available for distribution as dividends.

73
Notes to the Financial Statements
For the financial year ended 31 December 2008

27. Dividend

Group and Company


2008 2007
$’000 $’000

Declared and paid during the year


Dividends on ordinary shares:
- Interim tax exempt dividend for 2008: 0.50 cents
(2007: Nil cents) per share 691 –
- Final tax exempt dividend for 2007: 1.00 cents
(2006: 0.30 cents) per share 1,381 417
- Final dividend for 2007: Nil cents (2006: 0.125 cents)
per share, less tax at 18% – 142
- Special tax exempt dividend for 2007: 0.50 cents
(2006: Nil cents) per share 690 –
2,762 559

Proposed but not recognised as a liability as at


31 December:
Dividends on ordinary shares, subjected to shareholders’
approval at the AGM:
- Final tax exempt dividend for 2008: 1.00 cents
(2007: 1.00 cents) per share 1,374 1,381
- Special tax exempt dividend for 2008: Nil cents
(2007: 0.50 cents) per share – 690
1,374 2,071

28. Cash and cash equivalents

For the purpose of the consolidated cash flow statement, cash and cash equivalents
comprise the following as at 31 December:

Group
2008 2007
$’000 $’000

Cash and bank balances 12,388 6,047


Fixed deposits 8,047 6,984
20,435 13,031
Bank overdrafts (Note 22) – (875)
Cash and cash equivalents 20,435 12,156

The cash at bank has an effective interest rate of 0.72% (2007: 0.72%) per annum.

Fixed deposits are made for varying periods of between 7 and 90 days and earn
interest at 1.15% to 4.50% (2007: 1.50% to 5.00%) per annum.

74
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

28. Cash and cash equivalents (cont’d)

Cash and cash equivalents are denominated in the following currencies:

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Singapore Dollar 2,117 (681) 253 36


Renminbi 11,346 11,108 – –
United States Dollar 5,580 921 2,768 72
Others 1,392 808 832 –
20,435 12,156 3,853 108

29. Related party information

An entity or individual is considered a related party of the Group for the purposes of
the financial statements if: i) it possesses the ability (directly or indirectly) to control or
exercise significant influence over the operating and financial decisions of the Group
or vice versa; or ii) it is subject to common control or common significant influence.

(a) Sale and purchase of goods and services

In addition to those related party information disclosed elsewhere in the


financial statements, the Group and Company has significant transactions
with related parties and subsidiaries, on terms agreed between the parties as
follows:

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Sales
Sales to Gold Roast Food
Ltd, Partnership (“GRP”) 712 680 – –
Others
Management fees charged
to subsidiaries – – 6,160 4,934
Dividend income from
subsidiaries – – 2,841 1,610

(i) GRP is a company in which certain directors have an interest.

75
Notes to the Financial Statements
For the financial year ended 31 December 2008

29. Related party information (cont’d)

(b) Compensation of key management personnel

Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000

Directors’ fee 500 250 500 250


Salaries, bonus and other
costs 2,047 1,754 2,047 1,754
Central Provident Fund
and other pension costs 41 40 41 40
Total compensation paid
to key management
personnel 2,588 2,044 2,588 2,044

Comprise amounts paid to:


– Directors of the
Company 1,669 1,271 1,669 1,271
– Other key management
personnel 919 773 919 773
2,588 2,044 2,588 2,044

The directors’ fee payable is subject to the approval of the shareholders at the
forthcoming Annual General Meeting of the Company.

The remuneration of key management personnel is determined by the


remuneration committee having regard to the performance of the individuals
and market trend.

30. Commitments

(a) Non–cancellable operating lease commitments

As at 31 December 2008, the Group had minimum aggregate lease commitments


relating to the rental of office, factory premises and business premise amounting
to approximately $8,501,000 (2007: $8,168,000) payable as follows:

Group
2008 2007
$’000 $’000

Within 1 year 342 285


Within 2 to 5 years 1,154 994
After 5 years 7,005 6,889
8,501 8,168

These non–cancellable operating leases have remaining non–cancellable lease


terms of between 1 and 47 years.

The lease terms do not contain restrictions on the Group’s activities concerning
dividends, additional debt or further leasing.

76
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

30. Commitments (cont’d)

(b) Capital expenditure commitments

Capital expenditure contracted for as at the balance sheet date but not
recognised in the financial statements is as follows:

Group
2008 2007
$’000 $’000

Commitments in respect of contracts placed for the :


– construction of a leasehold building 149 4,110
– purchase of other property, plant and equipment – 1,318
149 5,428

(c) Obligations under finance leases

Minimum Present Minimum Present


lease value of lease value of
payments payments payments payments
2008 2008 2007 2007
$’000 $’000 $’000 $’000

Group
Within 1 year 172 151 201 177
After 1 year but not more
than 5 years 83 73 255 224
Total minimum lease
payments 255 224 456 401
Less: amounts representing
finance charges (31) – (55) –
Present value of minimum
lease payments 224 224 401 401

The lease terms do not contain restrictions concerning dividends, additional


debt or further leasing. Finance lease obligations bear effective interest rates
ranging from 3.00% to 3.10% (2007: 3.00% to 3.10%) per annum.

(d) Corporate guarantees

The Company has issued corporate guarantees of $36,577,000 (2007:


$38,363,000) in favour of several banks in relation to banking facilities granted
to a subsidiary. In addition, a corporate guarantee of approximately $218,000
(2007: $383,000) was issued in respect of the finance lease obligations of a
subsidiary.

(e) Continuing financial support

As at 31 December 2008, the Company has given undertakings to provide


financial support to certain subsidiaries to enable them to operate as going
concerns and to meet their obligations for at least 12 months from the
respective dates of their directors’ reports.

77
Notes to the Financial Statements
For the financial year ended 31 December 2008

31. Segment information

The primary segment reporting format is determined to be business segments as


the Group’s risks and rates of return are affected predominantly by differences in the
products and services produced. Secondary information is reported geographically.
The operating businesses are organised and managed separately according to the
nature of the products and services provided, with each segment representing a
strategic business unit that offers different products and serves different markets.

Business segments

The Group’s business is organised into three main business segments, namely:

(i) Flexible packaging printing


Provision of printing services on packaging materials.

(ii) Instant beverages


Comprises mainly cereal mix, coffee mix and tea mix.

(iii) Snack foods and others


Comprises crackers, coffee beans and coffee machines.

Geographical segments

The Group’s geographical segments are based on the location of the Group’s assets.
Sales to external customers disclosed in geographical segments are based on the
geographical location of its customers.

Allocation basis and transfer pricing

Segment results, assets and liabilities include items directly attributable to a segment
as well as those that can be allocated on a reasonable basis. Unallocated items
comprise mainly corporate assets, income tax, deferred tax assets and liabilities, loans
and borrowings and related expenses.

Transfer prices between business segments are set on an arm’s length basis in a
manner similar to transactions with third parties. Segment revenue, expenses and
results include transfers between business segments. These transfers are eliminated
on consolidation.

78
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

31. Segment information (cont’d)

(a) Business segments

The following tables present revenue and results information, and other
segment information regarding the Group’s business segments for the years
ended 31 December 2008 and 2007.

Flexible Snack
packaging Instant foods and
printing beverages others Eliminations Consolidated
$’000 $’000 $’000 $’000 $’000

2008
Revenue
External sales 9,354 139,240 6,973 – 155,567
Inter-segment sales 12,604 1 – (12,605) –
Total revenue 21,958 139,241 6,973 (12,605) 155,567

Segment results
Profit from
operations 1,677 14,658 409 – 16,744
Financial income 364
Financial expenses
and other financial
cost (1,354)
Profit before tax 15,754
Income tax expense (3,756)
Profit after tax 11,998

Other segment
information:
Capital expenditures 170 9,398 1,471 – 11,039
Depreciation and
amortisation 475 2,021 291 – 2,787
Other non-cash
expenses (income),
net (241) 317 64 – 140

79
Notes to the Financial Statements
For the financial year ended 31 December 2008

31. Segment information (cont’d)

(a) Business segments (cont’d)

Flexible Snack
packaging Instant foods and
printing beverages others Eliminations Consolidated
$’000 $’000 $’000 $’000 $’000

2007
Revenue
External sales 11,145 119,219 7,531 – 137,895
Inter-segment sales 11,454 104 – (11,558) –
Total revenue 22,599 119,323 7,531 (11,558) 137,895

Segment results
Profit from
operations 313 11,331 425 – 12,069
Financial income 175
Financial expenses
and other financial
cost (1,077)
Profit before tax 11,167
Income tax expense (1,954)
Profit after tax 9,213

Other segment
information:
Capital expenditures 18 5,723 983 – 6,724
Depreciation and
amortisation 869 2,077 285 – 3,231
Other non-cash
expenses (income),
net 249 1,084 (18) – 1,315

80
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

31. Segment information (cont’d)

(b) Geographical segments

The following table presents revenue, capital expenditure and segment assets
information regarding the Group’s geographical segments for the years ended
and as at 31 December 2008 and 2007.

Revenue by geographical market is as follows:

Group
2008 2007
$’000 $’000

People’s Republic of China 71,220 67,103


South-East Asia and Indochina 75,807 65,233
Others 8,540 5,559
155,567 137,895

Carrying amounts of segment assets by geographical market are as follows:

People’s Republic of China 59,065 51,426


South-East Asia and Indochina 67,281 51,160
126,346 102,586

Capital expenditure by geographical market are as follows:

People’s Republic of China 5,735 1,680


South-East Asia and Indochina 5,304 5,044
11,039 6,724

32. Financial risk management objectives and policies

The Group and the Company is exposed to financial risks arising from its operations
and the use of financial instruments. The key financial risks include credit risk, liquidity
risk, interest rate risk, foreign currency risk and market price risk. The board of
directors reviews and agrees policies and procedures for the management of these
risks, which are executed by the Chief Financial Officer. The audit committee provides
independent oversight on the effectiveness of the risk management process. It is, and
has been throughout the current and previous financial year, the Group’s policy that
no derivatives shall be undertaken except for the use of hedging instruments where
appropriate and cost-efficient. The Group and the Company do not apply hedge
accounting.

The following sections provide details regarding the Group’s and Company’s exposure
to the above-mentioned financial risks and the objectives, policies and processes for
the management of these risks.

81
Notes to the Financial Statements
For the financial year ended 31 December 2008

32. Financial risk management objectives and policies (cont’d)

(a) Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments
should a counterparty default on its obligations. The Group’s and the
Company’s exposure to credit risk arises primarily from trade and other
receivables. For other financial assets (including cash and cash equivalents), the
Group and the Company minimise credit risk by dealing exclusively with high
credit rating counterparties.

The Group’s objective is to seek continual revenue growth while minimising


losses incurred due to increased credit risk exposure. The Group trades only
with recognised and creditworthy third parties. It is the Group’s policy that all
customers who wish to trade on credit terms are subject to credit verification
procedures. In addition, receivable balances are monitored on an ongoing
basis with the result that the Group’s exposure to bad debts is not significant.
For transactions that do not occur in the country of the relevant operating
unit, the Group does not offer credit terms without the approval of the Chief
Operating Officer.

Exposure to credit risk

At the balance sheet date, the Group’s and the Company’s maximum exposure
to credit risk is represented by:

– the carrying amount of each class of financial assets recognised in the


balance sheets;

– a nominal amount of $36,577,000 (2007: $38,363,000) relating to a


corporate guarantee provided by the Company in favour of several banks
in relation to banking facilities granted to a subsidiary and;

– a nominal amount of approximately $218,000 (2007: $383,000) relating to


a corporate guarantee provided by the Company issued in respect of the
finance lease obligations of a subsidiary.

Information regarding credit enhancements for trade and other receivables is


disclosed in Note 17.

82
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

32. Financial risk management objectives and policies (cont’d)

(a) Credit risk (cont’d)

Credit risk concentration profile

The Group determines concentrations of credit risk by monitoring the country


and industry sector profile of its trade receivables on an on-going basis. The
credit risk concentration profile of the Group’s trade receivables at the balance
sheet date is as follows:

2008 2007
$’000 % of total $’000 % of total

Group
By country:
Singapore 3,637 11 3,795 11
People’s Republic of China 14,487 42 17,246 49
Myanmar 10,160 30 9,717 28
Vietnam 398 1 596 1
Others 5,587 16 3,839 11
34,269 100 35,193 100

By industry sectors:
Food industry 34,035 99 34,890 99
Others 234 1 303 1
34,269 100 35,193 100

At the balance sheet date, approximately:

– 51% (2007: 51%) of the Group’s trade receivables were due from 3 major
customers of the Group who are located in the Peoples’ Republic of
China, Myanmar and Malaysia; and

– 0.50% (2007: 0.30%) of the Group’s trade and other receivables were due
from related parties while almost all of the Company’s receivables were
balances with related parties.

Financial assets that are neither past due nor impaired

Trade and other receivables that are neither past due nor impaired are
creditworthy debtors with good payment record with the Group. Cash and cash
equivalents, investment securities and derivatives that are neither past due nor
impaired are placed with or entered into with reputable financial institutions or
companies with high credit ratings and no history of default.

83
Notes to the Financial Statements
For the financial year ended 31 December 2008

32. Financial risk management objectives and policies (cont’d)

(a) Credit risk (cont’d)

Financial assets that are either past due or impaired

Information regarding financial assets that are either past due or impaired is
disclosed in Note 17 (Trade and other receivables).

(b) Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty
in meeting financial obligations due to shortage of funds. The Group’s and the
Company’s exposure to liquidity risk arises primarily from mismatches of the
maturities of financial assets and liabilities. The Group’s and the Company’s
objective is to maintain a balance between continuity of funding and flexibility
through the use of stand-by credit facilities.

The Group’s and the Company’s liquidity risk management policy is that not
more than 80% (2007: 80%) of loans and borrowings (including overdrafts)
should mature in the next one year period, and to maintain sufficient liquid
financial assets and stand-by credit facilities with three different banks. At the
balance sheet date, approximately 49% (2007: 51%) of the Group’s loans and
borrowings (Note 22) will mature in less than one year based on the carrying
amount reflected in the financial statements.

The following table summarises the maturity profile of the Group’s and the
Company’s financial liabilities at the balance sheet date based on contractual
undiscounted payments.

84
32. Financial risk management objectives and policies (cont’d)

(b) Liquidity risk (cont’d)

2008 2007
1 year 1 to 5 Over 5 1 year 1 to 5 Over 5
or less years years Total or less years years Total
Group $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Trade and other payables 22,598 – – 22,598 17,998 – – 17,998


Other liabilities 13,627 – – 13,627 12,053 – – 12,053
Loans and borrowings 6,415 5,274 1,822 13,511 4,249 2,616 1,897 8,762
42,640 5,274 1,822 49,736 34,300 2,616 1,897 38,813

Company

85
Trade and other payables 1,961 – – 1,961 6,358 – – 6,358
Other liabilities 2,143 – – 2,143 1,181 – – 1,181
Loans and borrowings 2,179 – – 2,179 – – – –
6,283 – – 6,283 7,539 – – 7,539
For the financial year ended 31 December 2008
Notes to the Financial Statements
Viz Branz Limited Annual Report 2008
Notes to the Financial Statements
For the financial year ended 31 December 2008

32. Financial risk management objectives and policies (cont’d)

(c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s
and the Company’s financial instruments will fluctuate because of changes in
market interest rates. The Group’s and the Company’s exposure to interest rate
risk arises primarily from their loans and borrowings. All of the Group’s and
the Company’s financial assets and liabilities at floating rates are contractually
repriced at intervals of less than 6 months (2007: less than 6 months) from the
balance sheet date.

The Group’s policy is to manage interest cost using a mix of fixed and floating
rate debts. The Group’s policy is to keep 30% to 50% (2007: 30% to 50%) of its
loans and borrowings at fixed rates of interest.

Sensitivity analysis for interest rate risk

At the balance sheet date, if SGD interest rates had been 75 (2007: 75) basis
points lower/higher with all other variables held constant, the Group’s profit
before tax would have been $68,000 (2007: $45,000) higher/lower, arising
mainly as a result of lower/higher interest expense on floating rate loans and
borrowings.

(d) Foreign currency risk

The Group has transactional currency exposures arising from sales or purchases
that are denominated in a currency other than the respective functional
currencies of Group entities, primarily SGD and Renminbi (RMB). The foreign
currencies in which these transactions are denominated are mainly US Dollars
(USD) and RMB. Approximately 5% (2007: 7%) of the Group’s sales are
denominated in foreign currencies whilst almost 68% (2007: 73%) of costs are
denominated in the respective functional currencies of the Group entities. The
Group’s trade receivable and trade payable balances at the balance sheet date
have similar exposures.

The Group and the Company also hold cash and cash equivalents denominated
in foreign currencies for working capital purposes. The breakdown of foreign
currency cash balances for the Group and the Company as at balance sheet is
disclosed in Note 28 to the financial statements.

The Group is also exposed to currency translation risk arising from its net
investments in foreign operations, including the People’s Republic of China
(“PRC”) and Vietnam. The Group’s net investment in the PRC and Vietnam
entities are not hedged as currency positions in RMB and Vietnam Dong are
considered to be long-term in nature.

86
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

32. Financial risk management objectives and policies (cont’d)

(d) Foreign currency risk (cont’d)

Sensitivity analysis for foreign currency risk

The following table demonstrates the sensitivity of the Group’s profit net of
tax to a reasonably possible change in the USD, JPY and RMB exchange rates
against the respective functional currencies of the Group entities, with all other
variables held constant.

Profit net of tax


2008 2007
$’000 $’000

USD - strengthened 3% (2007: 3%) 2 57


- weakened 3% (2007: 3%) (2) (57)

RMB - strengthened 3% (2007: 3%) 66 136


- weakened 3% (2007: 3%) (66) (136)

JPY - strengthened 3% (2007: Nil) 40 –


- weakened 3% (2007: Nil) (40) –

33. Capital management

The primary objective of the Group’s capital management is to ensure that it


maintains a strong credit rating and healthy capital ratios in order to support its
business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light
of changes in economic conditions. To maintain or adjust the capital structure,
the Group may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. No changes were made in the objectives, policies
or processes during the years ended 31 December 2008 and 31 December 2007.

As disclosed in Note 25(b), subsidiaries of the Group are required by the Foreign
Enterprise Law of the PRC to contribute to and maintain a non-distributable statutory
reserve fund whose utilisation is subject to approval by the relevant PRC authorities.
This externally imposed capital requirement has been complied with by the above-
mentioned subsidiaries for the financial years ended 31 December 2008 and 2007.

The Group is in compliance with the capital requirements imposed by their bankers
for the banking facilities granted by them for financial years ended 31 December 2008
and 2007.

The Group monitors capital using a gearing ratio, which is net debt divided by total
capital plus net debt. The Group’s policy is to keep the gearing ratio below 50%. The
Group includes within net debt, loans and borrowings, trade and other payables,
other liabilities, less cash and cash equivalents. Capital includes equity attributable to the
equity holders of the parent and the abovementioned restricted statutory reserve fund.

87
Notes to the Financial Statements
For the financial year ended 31 December 2008

33. Capital management (cont’d)

Group
2008 2007
$’000 $’000

Loans and borrowings (Note 22) 12,193 7,680


Trade and other payables (Note 20) 22,598 17,998
Other liabilities (Note 21) 13,627 12,053
Less : Cash and cash equivalents (Note 28) (20,435) (12,156)
Net debt 27,983 25,575

Equity attributable to the equity holders of the parent 72,036 60,443


Less: Statutory reserve fund (Note 25) (3,721) (2,776)
Total capital 68,315 57,667

Capital and net debt 96,298 83,242

Gearing ratio 29% 31%

34. Fair value of financial instruments

The fair value of a financial instrument is the amount at which the instrument could be
exchanged or settled between knowledgeable and willing parties in an arm’s length
transaction, other than in a forced or liquidation sale.

Financial instruments carried at fair value

The Group has carried all short-term investments that are classified as available-for-
sale financial assets at their fair value as required by FRS 39.

Financial instruments whose carrying amount approximate fair value

Management has determined that the carrying amounts of cash and short-term
deposits, current trade and other receivables, bank overdrafts, current trade and other
payables and current bank loans, reasonably approximate their fair values because
these are mostly short term in nature or are repriced frequently.

88
Viz Branz Limited Annual Report 2008

Notes to the Financial Statements


For the financial year ended 31 December 2008

34. Fair value of financial instruments (cont’d)

Financial instruments carried at other than fair value

Set out below is a comparison by category of the carrying amounts and fair values of
all the Group’s and Company’s financial instruments that are carried in the financial
statements at other than fair values as at 31 December:

Carrying amount Fair value


2008 2007 2008 2007
$’000 $’000 $’000 $’000

Group
Financial liabilities:
Obligations under finance leases 224 401 237 417
Bank term loans (non-current) 6,144 3,540 5,289 3,363

Methods and assumptions used to determine fair value

The fair values of the finance lease obligations and bank term loans (non-current) have
been determined using discounted estimated cash flow. The discount rates used are
the current market incremental lending rates for similar types of lending, borrowing
and leasing arrangements.

During the year, no amount (2007: Nil) has been recognised in the income statement
in relation to the change in fair value of financial assets or financial liabilities estimated
arising from a valuation technique.

35. Authorisation of financial statements

The financial statements for the year ended 31 December 2008 were authorised for
issue in accordance with a resolution of the directors on 18 March 2009.

89
Shareholdings Statistics
As at 10 March 2009

Number of issued and paid-up shares - 139,735,795 (including 2,259,000 or 1.62% treasury
shares)
Issued and paid-up share capital - S$28,403,486
Number of Treasury shares held - 2,259,000
Class of shares - Ordinary shares
Voting rights - 1 vote per ordinary share, no vote for treasury share

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

1 - 999 124 23.31 4,319 0.00


1,000 - 10,000 234 43.98 934,256 0.67
10,001 - 1,000,000 159 29.89 15,500,629 11.09
1,000,001 and above 15 2.82 123,296,591 88.24
532 100.00 139,735,795 100.00

TOP 20 SHAREHOLDERS

No. Name of Shareholder No. of Shares

1 Chng Khoon Peng 32,030,715


2 Citibank Nominees Singapore Pte Ltd 14,884,000
3 Hong Leong Finance Nominees Pte Ltd 14,800,000
4 Mayban Nominees (S) Pte Ltd 12,200,010
5 Ben Chng Beng Beng 11,796,440
6 SBS Nominees Pte Ltd 9,000,000
7 DB Nominees (S) Pte Ltd 6,840,000
8 Chng Soo Yeian 6,704,586
9 CIMB Bank Nominees (S) Sdn Bhd 3,500,000
10 Poh Choo Bin 2,835,000
11 Viz Branz Limited 2,259,000
12 DBS Vickers Securities (S) Pte Ltd 2,150,020
13 Goh Kim San 1,600,000
14 Phillip Securities Pte Ltd 1,411,560
15 Goh Chin Keow 1,285,260
16 Tan Buan Yuen Allan 818,000
17 Tay Peng Hui 650,000
18 HSBC (Singapore) Nominees Pte Ltd 617,000
19 Tan Kok Hiang 577,070
20 Lee Ah Boon 531,205
126,489,866

90
Viz Branz Limited Annual Report 2008

Shareholdings Statistics
As at 10 March 2009

SHAREHOLDINGS HELD IN HANDS OF PUBLIC

Based on information available to the Company, approximately 28% of the Company’s


shares listed on the Singapore Exchange Securities Trading Limited were held in the hands
of the public. Therefore the Company has complied with Rule 723 of the Listing Manual.

ANALYSIS OF WARRANTHOLDINGS

Range of No. of No. of


Warrantholdings Warrantholders % Warrants %

1 – 999 3 1.34 1,363 0.00


1,000 – 10,000 159 70.98 499,700 1.22
10,001 – 1,000,000 54 24.11 5,140,009 12.59
1,000,001 and above 8 3.57 35,195,221 86.19
224 100.00 40,836,293 100.00

TOP 20 WARRANTHOLDERS

No. Name of Warrantholder No. of Warrants

1 Chng Khoon Peng 9,609,214


2 Ben Chng Beng Beng 8,529,132
3 Citibank Nominees Singapore Pte Ltd 6,366,500
4 Mayban Nominees (S) Pte Ltd 2,860,000
5 SBS Nominees Pte Ltd 2,700,000
6 DB Nominees (S) Pte Ltd 2,052,000
7 Chng Soo Yeian 2,011,375
8 Amfraser Securities Pte. Ltd. 1,067,000
9 Phillip Securities Pte Ltd 598,000
10 Goh Kim San 480,000
11 United Overseas Bank Nominees Pte Ltd 413,200
12 Gan Seng Kuei 320,000
13 Tan Kok Hiang 275,000
14 Tan Buan Yuen Allan 268,000
15 Hong Leong Finance Nominees Pte Ltd 240,000
16 Goh Khoon Lim 239,000
17 Lim Jiun Yih 218,000
18 Tay Peng Hui 195,000
19 Ong Kim Bee 182,000
20 Poh Choo Bin 122,000
38,745,421

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

Name Direct Interest % Deemed Interest %

Chng Khoon Peng 32,030,715 23.30 – –


Ben Chng Beng Beng 41,909,440 30.48 – –
Poh Choo Bin 14,185,000 10.32 – –

91
Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Viz Branz Limited (“the
Company”) will be held at Meritus Mandarin Singapore, Act 1 – 35th Floor, Main Tower, 333
Orchard Road, Singapore 238867 on Friday, 24 April 2009 at 10.00 a.m. for the following
purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company
for the year ended 31 December 2008 together with the Auditors’ Report thereon.
(Resolution 1)

2. To declare a final tax exempt (one-tier) dividend of 1.00 cents per share for the year
ended 31 December 2008 (2007: 1.50 cents (tax exempt) per share).
(Resolution 2)

3. To re-elect the following Directors retiring pursuant to Article 104 of the Company’s
Articles of Association:

Mr Ben Chng Beng Beng (Resolution 3)


Mr Tan Hwee Yong (Resolution 4)

Mr Ben Chng Beng Beng will, upon re-election as a Director of the Company, remain
a member of the Nominating and Remuneration Committees and will be considered
non-independent.

Mr Tan Hwee Yong, will, upon re-election as a Director of the Company, remain a
member of the Audit, Nominating and Remuneration Committees and will be
considered independent.

4. To approve the payment of Directors’ fees of S$500,000 for the year ended 31
December 2008 (2007: S$250,000).
(Resolution 5)

5. To re-appoint Ernst & Young LLP as the Company’s Auditors and to authorise the
Directors to fix their remuneration.
(Resolution 6)

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


Annual General Meeting.

AS SPECIAL BUSINESS

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

7. Authority to issue shares

That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the
Listing Manual of the Singapore Exchange Securities Trading Limited, the Directors
be authorised and empowered to:

(a) (i) issue shares in the Company (“shares”) whether by way of rights, bonus
or otherwise; and/or

92
Viz Branz Limited Annual Report 2008

Notice of Annual General Meeting

(ii) make or grant offers, agreements or options (collectively, “Instruments”)


that might or would require shares to be issued, including but not limited
to the creation and issue of (as well as adjustments to) options, warrants,
debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to
such persons as the Directors of the Company may in their absolute discretion
deem fit; and

(b) (notwithstanding the authority conferred by this Resolution may have ceased
to be in force) issue shares in pursuance of any Instrument made or granted by
the Directors of the Company while this Resolution was in force,

provided that:

(1) the aggregate number of shares (including shares to be issued in pursuance


of the Instruments, made or granted pursuant to this Resolution) to be issued
pursuant to this Resolution shall not exceed fifty per centum (50%) of the
total number of issued shares (excluding treasury shares) in the capital of the
Company (as calculated in accordance with sub-paragraph (2) below), of which
the aggregate number of shares and Instruments to be issued other than on a
pro-rata basis to existing shareholders of the Company shall not exceed twenty
per centum (20%) of the total number of issued shares (excluding treasury
shares) in the capital of the Company (as calculated in accordance with sub-
paragraph (2) below);

(2) (subject to such calculation as may be prescribed by the Singapore Exchange


Securities Trading Limited) for the purpose of determining the aggregate
number of shares that may be issued under sub-paragraph (1) above, the total
number of issued shares (excluding treasury shares) shall be based on the
total number of issued shares (excluding treasury shares) in the capital of the
Company at the time of the passing of this Resolution, after adjusting for:

(a) new shares arising from the conversion or exercise of any convertible
securities;
(b) new shares arising from exercising share options or vesting of share
awards which are outstanding or subsisting at the time of the passing of
this Resolution; and
(c) any subsequent bonus issue, consolidation or subdivision of shares;

(3) the 50% limit in sub-paragraph (1) above may be increased to 100% for the
Company to undertake pro-rata renounceable rights issues;

(4) in exercising the authority conferred by this Resolution, the Company shall
comply with the provisions of the Listing Manual of the Singapore Exchange
Securities Trading Limited for the time being in force (unless such compliance
has been waived by the Singapore Exchange Securities Trading Limited) and
the Articles of Association of the Company; and

93
Notice of Annual General Meeting

(5) unless revoked or varied by the Company in a 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 of the
Company is required by law to be held, whichever is earlier.
[See Explanatory Note (i)]
(Resolution 7)

8. Renewal of Shareholders’ Mandate for Interested Person Transactions

That for the purposes of Chapter 9 of the Listing Manual of the Singapore Exchange
Securities Trading Limited:

(a) approval be given for the renewal of the mandate for the Company, its
subsidiaries and target associated companies or any of them to enter into any
of the transactions falling within the types of Interested Person Transactions as
set out on page 22 of this Annual Report with any party who is of the class
of Interested Persons described therein, provided that such transactions
are carried out in the normal course of business, at arm’s length and on
commercial terms and in accordance with the guidelines of the Company for
Interested Person Transactions as set out on page 23 of this Annual Report (the
“Shareholders’ Mandate”);

(b) the Shareholders’ Mandate shall, unless revoked or varied by the Company in
a 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 of the Company is required by law to be held, whichever is
earlier; and

(c) authority be given to the Directors to complete and do all such acts and things
(including executing all such documents as may be required) as they may
consider necessary, desirable or expedient to give effect to the Shareholders’
Mandate as they may think fit.
[See Explanatory Note (ii)]
(Resolution 8)

9. Renewal of Share Purchase Mandate

That for the purposes of Sections 76C and 76E of the Companies Act, Cap. 50:

(a) the exercise by the Directors of the Company of all the powers of the Company
to purchase or otherwise acquire issued ordinary shares (“Shares”) in the
capital of the Company not exceeding in aggregate the Prescribed Limit (as
hereafter defined), at such price(s) as may be determined by the Directors
of the Company from time to time up to the Maximum Price (as hereafter
defined), whether by way of:

(i) market purchase(s) (each a “Market Purchase”) on the Singapore


Exchange Securities Trading Limited (“SGX-ST”); and/or

(ii) off-market purchase(s) (each an “Off-Market Purchase”) effected


otherwise than on the SGX-ST in accordance with any equal access
scheme(s) as may be determined or formulated by the Directors of
the Company as they consider fit, which scheme(s) shall satisfy all the
conditions prescribed by the Companies Act,

94
Viz Branz Limited Annual Report 2008

Notice of Annual General Meeting

and otherwise in accordance with all other laws, regulations and rules of the
SGX-ST as may for the time being be applicable, be and is hereby authorised
and approved generally and unconditionally (the “Share Purchase Mandate”);

(b) unless varied or revoked by the Company, the authority conferred on the
directors of the Company pursuant to the Share Purchase Mandate may be
exercised by the directors of the Company at any time and from time to time
during the period commencing from the passing of this Resolution and expiring
on the earlier of:

(i) the date on which the next annual general meeting of the Company is
held; or

(ii) the date by which the next annual general meeting of the Company is
required by law to be held;

(c) in this Resolution:

“Prescribed Limit” means ten per cent. 10% of the issued ordinary share
capital of the Company as at the date of the passing of this Resolution; and

“Maximum Price” in relation to a Share to be purchased or acquired, means


an amount (excluding brokerage, commissions, stamp duties, applicable goods
and services tax and other related expenses) not exceeding:

(i) in the case of a Market Purchase, 105% of the Average Closing Price of
the Shares; and

(ii) in the case of an Off-Market Purchases pursuant to an equal access


scheme, 115% of the Average Closing Price of the Shares,

where:

“Average Closing Price” means the average of the closing market prices
of a Share over the last five Market Days on which transactions in the Shares
were recorded on the SGX-ST immediately preceding the date of the Market
Purchase by the Company or, as the case may be, the date of the making of
the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for
any corporate action that occurs after the relevant five-day period; and

“date of the making of the offer” means the date on which the Company
announces its intention to make an offer for the purchase or acquisition of
Shares from holders of Shares of the Company, stating therein the relevant
terms of the equal access scheme for effecting the Off-Market Purchase; and

95
Notice of Annual General Meeting

(d) the Directors of the Company and/or any of them be and are hereby authorised
to complete and do all such acts and things (including executing such
documents as may be required) as they and/or he may consider expedient or
necessary to give effect to the transactions contemplated by this Resolution.
[See Explanatory Note (iii)]
(Resolution 9)

By Order of the Board

Susie Low Geok Eng


Secretary
Singapore, 8 April 2009

Explanatory Notes:

(i) The Ordinary Resolution 7 in item 7 above, if passed, will empower the Directors of the Company, effective
until the conclusion of the next Annual General Meeting of the Company, or the date by which the next
Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked
by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant instruments
convertible into shares and to issue shares pursuant to such instruments, up to a number not exceeding, in
total, 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of
which up to 20% may be issued other than on a pro-rata basis to shareholders.

For determining the aggregate number of shares that may be issued, the total number of issued shares
(excluding treasury shares) will be calculated based on the total number of issued shares (excluding treasury
shares) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new
shares arising from the conversion or exercise of any convertible securities or share options or vesting of
share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed and
any subsequent bonus issue, consolidation or subdivision of shares.

The 100% renounceable pro-rata rights issue limit is one of the new measures implemented by the
SGX-ST as stated in a press release entitled “SGX introduces further measures to facilitate fund raising”
dated 19 February 2009 and which became effective on 20 February 2009. It will provide the Directors
with an opportunity to raise funds and avoid prolonged market exposure by reducing the time taken for
shareholders’ approval, in the event the need arises. Minority shareholders’ interests are mitigated as all
shareholders have equal opportunities to participate and can dispose their entitlements through trading of
nil-paid rights if they do not wish to subscribe for their rights shares. It is subject to the condition that the
Company makes periodic announcements on the use of the proceeds as and when the funds are materially
disbursed and provides a status report on the use of proceeds in the annual report.

(ii) The Ordinary Resolution 8 proposed in item 8 above, if passed, will authorise the Interested Person
Transactions as described on page 22 of this Annual Report and recurring in the year and will empower the
Directors of the Company to do all acts necessary to give effect to the Shareholders’ Mandate. This authority
will, unless previously revoked or varied by the Company in a general meeting, expire at the conclusion of
the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of
the Company is required by law to be held whichever is the earlier.

(iii) Ordinary Resolution 9 above, if passed, will renew the mandate to permit the Company to purchase or
otherwise acquire its issued ordinary shares on the terms and subject to the conditions of the Resolution.
Further details are set out in the Letter to Shareholders.

96
Viz Branz Limited Annual Report 2008

Notice of Annual General Meeting

Notes:

1. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint
a proxy to attend and vote in his/her stead. A proxy need not be a Member of the Company.

2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 14
Woodlands Link Singapore 738739 not less than forty-eight (48) hours before the time appointed for holding
the Meeting.

97
This page has been intentionally left blank.
VIZ BRANZ LIMITED IMPORTANT:
Company Registration No. 199401631K 1. For investors who have used their CPF monies to buy Viz Branz
(Incorporated In The Republic of Singapore) Limited’s shares, this Report is forwarded to them at the request of
the CPF Approved Nominees and is sent solely FOR INFORMATION
ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall be
PROXY FORM ineffective for all intents and purposes if used or purported to be used
by them.
(Please see notes overleaf before
3. CPF investors who wish to attend the Meeting as an observer must
completing this Form) submit their requests through their CPF Approved Nominees within
the time frame specified. If they also wish to vote, they must submit
their voting instructions to the CPF Approved Nominees within the
time frame specified to enable them to vote on their behalf.

I/We,

of
being a member/members of Viz Branz Limited (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of Shareholdings


No. of Shares %
Address

and/or (delete as appropriate)


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

or failing the person, or either or both of the persons, referred to above, the Chairman of
the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual
General Meeting (the “Meeting”) of the Company to be held on Friday, 24 April 2009 at
10.00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for
or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific
direction as to voting is given or in the event of any other matter arising at the Meeting and
at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her
discretion. The authority herein includes the right to demand or to join in demanding a poll
and to vote on a poll.
(Please indicate your vote “For” or “Against” with a tick [√] within the box provided.)

No. Resolutions relating to: For Against


Directors’ Report and Audited Accounts for the year ended
1
31 December 2008
2 Payment of proposed final dividend
3 Re-election of Mr Ben Chng Beng Beng as a Director
4 Re-election of Mr Tan Hwee Yong as a Director
5 Approval of Directors’ fees amounting to S$500,000
6 Re-appointment of Ernst & Young LLP as Auditors
7 Authority to allot and issue new shares
Renewal of Shareholders’ Mandate for Interested Person
8
Transactions
9 Renewal of Share Purchase Mandate

Dated this day of 2009

Total number of No. of


Shares in: Shares
(a) CDP Register

(b) Register of Members

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

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

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

4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending
and voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a
member attends the meeting in person, and in such event, the Company reserves the right to refuse to
admit any person or persons appointed under the instrument of proxy to the Meeting.

5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at
14 Woodlands Link Singapore 738739 not less than forty-eight (48) hours before the time appointed for the
Meeting.

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney
duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation,
it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where
the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter
or power of attorney or a duly certified copy thereof must be lodged with the instrument.

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

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly
completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of
the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered
in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the
member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as
at forty-eight (48) hours before the time appointed for holding the Meeting, as certified by The Central Depository
(Pte) Limited to the Company.

Das könnte Ihnen auch gefallen