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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
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.
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
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.
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.
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.
Shantou Oriental
Confectionary Food Co., Ltd
PRC
100%(2)
Shantou Oriental
Packaging Ind. Co., Ltd
PRC
99%
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 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.
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.
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)
14,65814,658 11,15111,151
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
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.
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
Net assets per share (cents) 37.11 37.38 38.15 43.78 52.42
15
Profit (Loss) from Operations ($’000)
by Business Segment by Geographical Segment
14,658
11,151
11,331
9,761
6,065
5,150
3,306
2,646
2,140
1,281
1,677
1,795
872
893
443
711
621
425
106
409
168
(2,164)
313
273
(217)
(746)
(191)
(255)
(44)
18
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
Turnover ($’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
16
Viz Branz Limited Annual Report 2008
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)
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)
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;
(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
3 Remuneration Committee
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)
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.
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)
19
Report on Corporate Governance
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 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)
20
Viz Branz Limited Annual Report 2008
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)
21
Report on Corporate Governance
Dates of meetings
Dates Meetings
28 February 2008 AC RC NC BOD
14 August 2008 AC – – BOD
Directors’ Remuneration
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
The aggregate value of interested person transactions entered into during the year were as
follows:
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
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”).
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.
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.
(b) reimbursement of costs incurred for purchases of certain raw materials and supply of
labour required for production of instant beverage products;
23
Report on Corporate Governance
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
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:
(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.
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.
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.
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:
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.
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
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.
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.
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,
(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.
18 March 2009
29
Independent Auditors’ Report
For the financial year ended 31 December 2008
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 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
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
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.
18 March 2009
31
Consolidated Income Statement
For the financial year ended 31 December 2008
Attributable to:
Equity holders of the Company 11,602 8,907
Minority interests 396 306
11,998 9,213
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
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
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
33
Balance Sheets
As at 31 December 2008
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
The accompanying accounting policies and explanatory notes form an integral part of the
financial statements.
34
(Amounts in Singapore dollars)
35
Appropriation to reserve fund – – – – 382 – (382) –
At 31 December 2007 61,189 28,286 (333) – 2,776 (277) 29,991 746
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.
Company
The accompanying accounting policies and explanatory notes form an integral part of the
financial statements.
36
Viz Branz Limited Annual Report 2008
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.
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.
Reference Description
INT FRS 111 FRS 102 – Group and Treasury Share Transactions
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
The Group has not adopted the following FRS and INT FRS that have been issued but
not yet effective:
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.
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 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
All intra-group balances, income and expenses and unrealised gains and losses
resulting from intra-group transactions are eliminated in full.
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.
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
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.
41
Notes to the Financial Statements
For the financial year ended 31 December 2008
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
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.
(a) Goodwill
42
Viz Branz Limited Annual Report 2008
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.
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
43
Notes to the Financial Statements
For the financial year ended 31 December 2008
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.
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.
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.
44
Viz Branz Limited Annual Report 2008
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.
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.
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.
45
Notes to the Financial Statements
For the financial year ended 31 December 2008
The Group assesses at each balance sheet date whether there is any objective
evidence that a financial asset is impaired.
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.
46
Viz Branz Limited Annual Report 2008
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:
Net realisable value is the estimated selling price in the ordinary course of business,
less estimated costs necessary to make the sale.
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.
47
Notes to the Financial Statements
For the financial year ended 31 December 2008
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.
2.18 Leases
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
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.
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.
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
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.
Revenues, expenses and assets are recognised net of the amount of sales tax
except:
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
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.
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.
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
Contingent liabilities and assets are not recognised on the balance sheet of the
Group.
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
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:
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.
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
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).
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.
4. Revenue
Group
2008 2007
$’000 $’000
53
Notes to the Financial Statements
For the financial year ended 31 December 2008
This is determined after charging (crediting) items in Note 5 and the following:
Group
2008 2007
$’000 $’000
7. Personnel expenses
Group
2008 2007
$’000 $’000
54
Viz Branz Limited Annual Report 2008
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
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
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
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.
Group
Consolidated Consolidated
balance sheet income statement
2008 2007 2008 2007
$’000 $’000 $’000 $’000
Balance sheet
2008 2007
$’000 $’000
Company
Other temporary differences 4 4
56
Viz Branz Limited Annual Report 2008
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.
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
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
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
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
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
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
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
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.
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).
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
Company
2008 2007
$’000 $’000
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
Percentage of
Country of equity held by
Name of company incorporation Principal activities the Group
2008 2007
% %
Held by subsidiary
(5) Gold Roast (Thailand) Thailand Manufacturing 99.993 99.993
Co., Ltd. and distribution of
beverages and
snack food
(currently dormant)
62
Viz Branz Limited Annual Report 2008
(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
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
Group Company
$’000 $’000
Cost
As at 1.1.2007, 31.12.2007, 1.1.2008 and 31.12.2008 120 70
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
Group
2008 2007
$’000 $’000
64
Viz Branz Limited Annual Report 2008
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
Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000
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.
These balances are non-interest bearing and are repayable on demand. The amounts
are unsecured and are to be settled in cash.
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
66
Viz Branz Limited Annual Report 2008
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
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
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
Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000
# These balances are unsecured, interest-free and are for business-related expenditure
which as at 31 December have not been incurred.
Group
2008 2007
$’000 $’000
Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000
These amounts are non-interest bearing and are normally settled on 30 to 90 days’
terms.
68
Viz Branz Limited Annual Report 2008
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.
Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000
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.
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
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.
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).
Group
2008 2007
$’000 $’000
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
Group
2008 2007
$’000 $’000
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.
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
Treasury shares relate to ordinary shares of the Company that is held by the
Company.
Group Company
2008 2007 2008 2007
$’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
Group
2008 2007
$’000 $’000
Group
2008 2007
$’000 $’000
Group
2008 2007
$’000 $’000
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
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
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
Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000
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.
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
75
Notes to the Financial Statements
For the financial year ended 31 December 2008
Group Company
2008 2007 2008 2007
$’000 $’000 $’000 $’000
The directors’ fee payable is subject to the approval of the shareholders at the
forthcoming Annual General Meeting of the Company.
30. Commitments
Group
2008 2007
$’000 $’000
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
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
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
77
Notes to the Financial Statements
For the financial year ended 31 December 2008
Business segments
The Group’s business is organised into three main business segments, namely:
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.
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
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
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
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.
Group
2008 2007
$’000 $’000
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
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.
At the balance sheet date, the Group’s and the Company’s maximum exposure
to credit risk is represented by:
82
Viz Branz Limited Annual Report 2008
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
– 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.
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
Information regarding financial assets that are either past due or impaired is
disclosed in Note 17 (Trade and other receivables).
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)
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
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
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.
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.
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
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.
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
Group
2008 2007
$’000 $’000
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.
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.
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
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:
Group
Financial liabilities:
Obligations under finance leases 224 401 237 417
Bank term loans (non-current) 6,144 3,540 5,289 3,363
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.
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
TOP 20 SHAREHOLDERS
90
Viz Branz Limited Annual Report 2008
Shareholdings Statistics
As at 10 March 2009
ANALYSIS OF WARRANTHOLDINGS
TOP 20 WARRANTHOLDERS
SUBSTANTIAL SHAREHOLDERS
(as recorded in the Register of Substantial Shareholders)
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 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)
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with
or without any modifications:
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
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:
(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)
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)
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:
94
Viz Branz Limited Annual Report 2008
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;
“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
(i) in the case of a Market Purchase, 105% of the Average Closing Price of
the Shares; and
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)
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
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.
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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:
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.)
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.