GOLDEN MOMENTS

Transcription

GOLDEN MOMENTS

SINCERE_AR-Front-FA 6/30/05 7:44 PM Page 1
GOLDEN MOMENTS
2
The Business
4
Message by Chairman &
Group Managing Director
8
Corporate Data
10 Group Structure
11 The Retail Network
12 The Golden Jubilee Collection
14 Singapore
24 Malaysia
30 China
34 Thailand
48 Taiwan
42 Indonesia
44 Korea
47 Financial Report
THE BUSINESS
The golden jubilee year of 2004 marks
a momentous milestone in the eminent
journey of Sincere Watch Limited. The
company started its humble beginnings
more than 50 years ago as a one-man
watch counter along Singapore’s North
Bridge Road in 1954. Along this growth
path, Sincere Watch overcame all odds
amidst an evolving political-economic
landscape and has assumed a leading
role in developing the emerging market
of fine watches in the Southeast and
North Asia regions.
intimate knowledge of consumers’ needs and equipped
with strong brand management capability, Sincere Watch
is constantly in the forefront of innovative retail concepts;
establishing itself as Asia’s foremost purveyor of fine
watches and a premier watch specialist. The latter is
especially demonstrated by Sincere Watch's innovative
classification of its diverse product range into the three
s e r i e s o f Te c h n i c s , L u x e a n d A c t i v e . T h e
Series
Technics is targeted at the true appreciator of mechanical
timepieces that are of precise and laborious creations.
The
Series Luxe caters to the connoisseurs of artistic
horological masterpieces bejeweled with gems and precious
stones of the finest quality. The Series
Active supports
the physical rigours in the lifestyle of the sophisticated
The continuous success of the company is built firmly on
sporting individuals with its range of precise, accurate
the foundation of its four strategic pillars: Brand
timepieces equipped with specific performance-enhancing
Management, Fine Watch Retailing, Lifestyle Watch
functions. This classification has thus positioned Sincere
Retailing and Travel Watch Retailing. With a keen sense
Watch well to meet the needs of the increasingly
on the pulse of the world’s horological development, an
sophisticated consumers of today.
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Brand
Management
Fine Watch
Retailing
Travel Watch
Retailing
Lifestyle Watch
Retailing
The successes of notable
watch brands like Franck Muller,
A. Lange & Söhne, Chaumet,
Zenith, F.P. Journe, Pierre Kunz,
Dubey & Schaldenbrand,
de GRISOGONO and L.U.C by
Chopard Manufacture within the
fledgling Asian horological
market, epitomizes the strong
brand management capability of
Sincere Watch. The rise in stature
of these coveted brands in this
region is directly attributable to
the efforts of the company,
having built and nurtured these
brands carefully over the years.
Based on its intimate knowledge
of these brands and the needs
of the region’s consumers, Sincere
Watch has consistently delivered
the desired results on the brands
under its charge.
Even with an expanded retail
focus, fine watch retailing still
remains an integral part of the
company’s operations. The
company’s pursuance of
excellence through this pillar is
pivoted on the company’s
continuous strategic collaboration
with the world’s best brands;
bringing them into this region
through its boutiques and retail
network. Besides its relentless
efforts in building the brand
awareness of the world’s finest
brands, Sincere Watch lives up
to its name as a premier watch
specialist with its focus on
equipping the staff in the
company with the knowledge
and understanding of the
products to serve its customers
with impeccable service quality.
Travel watch retailing remains
a viable element of the
company’s business despite the
shockwaves suffered by the
travel industry amidst rising
security concerns. With fresh
marketing and retail initiatives,
Sincere Watch is constantly
reaching out to the market
attracted by the exceptionally
low duty free prices through its
retail outlets located in
Singapore’s Changi International
Airport and Vietnam’s Ho Chi
Minh City Airport. With
Singapore Tourism Board’s drive
to hit 17 million visitors to
Singapore by 2015, Sincere
Watch is certainly well
positioned to take full
advantage of this niche market
that will increase in tandem with
the growth of the inbound
travel industry.
With a keen awareness of the
shifting trends and untapped
markets with vast potential in
this region, Sincere Watch
forayed into the lifestyle watch
retailing through its emotus Time
Culture retail concept. Targeting
the region’s growing mobile
professionals armed with
increasing spending capacity,
emotus Time Culture presents
unique brands befitting the
lifestyle of this group at
competitive prices. The
revolutionary retail concept,
which embraces minimalism in
its store design, has met with
resounding success in Singapore
and Malaysia since its inception
in 2001 and will continue to reap
the potential present in this niche
market and availing the luxury of
owning a quality timepiece to all.
SINCERE WATCH LIMITED ANNUAL REPOR T 2005
3
MESSAGE BY CHAIRMAN &
GROUP MANAGING DIRECTOR
4
"We are very pleased
to report another
year of record
achievements for the
financial year ended
31 March 2005."
A YEAR OF RECORD ACHIEVEMENTS
The past year had been a momentous one for us and we are
delighted to be able to share the joy of Sincere’s Golden Jubilee
celebrations with our business partners, customers, the public
community at large and of course, you - our loyal shareholder.
We are very pleased to report another year of record achievements
for the financial year ended 31 March 2005.
In terms of financial performance, Group revenue and profit rose to
record levels. Group revenue rose 25.9% to an all-time high of
S$324.3 million against the previous year’s record of S$257.7 million.
Net Profit also grew 3.2% to S$19.1 million from S$18.5 million
recorded last year. Group Earnings per Share (EPS) was 9.75 cents
compared with 9.44 cents for the last financial year as Net Asset
Value (NAV) rose to 46.88 cents, up from 41.19 cents.
Growth was robust in almost all sectors. North East Asia contributed
33% of the Group’s revenue and 57% of its profits whereas
South East Asia accounted for the rest.
The Group’s sterling performance was due to increased tourist
arrivals in the region and an upsurge in demand for luxury goods
fueled by strong economic growth and lifestyle changes.
In conjunction with our Golden Jubilee celebration, we held
“A Celebration of Time” exhibition in Singapore that was very
well received by the general public. This first-of-its-kind public
exhibition reinforced our brand name and leadership position in
the horology industry.
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C H A I R M A N ' S S TAT E M E N T
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In addition to the spectacular display of innovative and unique
timepieces, we were also able to draw upon our principals’
and valuable partners' support to develop and create a
collection of limited edition timepieces to commemorate our
50th year in the business. We are thankful for the unwavering
support of the 26 renowned global brands who committed
to this partnership.
GOING FORWARD : PROSPECTS AND FUTURE PLANS
Riding on the retail boom in the Asia Pacific, the Group will
continue to enhance its brand equity and maintain its position
as one of the leading global players in the luxury watch
industry. The Group currently has 31 outlets in the region and
as it increases its product range, it will continue to seek new
locations and other opportunities for growth.
HIGHLIGHTS FOR THE YEAR
In our Fine Watch division, we have created a new retail
concept – Sincere Haute Horlogerie (‘SHH’) – to penetrate
the top-end of the watch market. The first SHH shop is slated
to open at the beginning of the fiscal second quarter and this
new retail concept is expected to elevate Fine Watch retailing
to an even higher level. As part of our multifaceted retail
strategy, Sincere Watch will be partnering international watch
brands to operate mono-brand boutiques to further enhance
the retail landscape in this region. Our first collaboration will
be with the Richemont Group for a Vacheron Constantin
boutique in both Singapore and Kuala Lumpur, targeting to
open by the end of our fiscal first quarter.
MAINBOARD UPGRADE
Beyond the good results, we were promoted to the Main
Board of the SGX on 1st February 2005. This will further
enhance our visibility among investors.
REWARDING SHAREHOLDERS
Furthermore, in order to reward our shareholders for their
continuous support as well as to improve the market liquidity
of our shares, the Company completed a share re-structuring
exercise via a stock split followed by a post-split 1-for-5 bonus
issue during the year. The net result of this exercise: every
1,000 shares each of $0.25 par value previously owned by
shareholders has since been converted into 3,000 new shares
each of $0.10 par value.
In line with our aim to promote the culture of horology
and to develop an appreciation for the art of watchmaking
among consumers and the media, we plan to set up a Watch
Academy. We believe that this proposed Watch Academy,
which is the first-of-its-kind in the world, will reinforce
Singapore's leading position in the global watch industry and
provide an engine of growth in the coming years.
CURRENT YEAR DIVIDENDS
In line with the positive results, the Board of Directors has
proposed a First and Final dividend of 1 cent a share plus a
Special Dividend of 1.5 cents a share, giving a total of
S$3.9 million (net of tax) dividend payout for the year. As the
share price at the date of the announcement of our full year’s
results on 17th May 2005 was S$0.78, the gross dividend
yield for the Group was therefore 3.2%.
While competition in the industry is expected to be stiff, the
Group will remain profitable in the new financial year.
A NOTE OF APPRECIATION
As we enter our 51st year in the industry, we would like to
acknowledge the contribution of all our Board members, our
staff and their families, both past and present, for playing
such a significant role in our history.
CONTRIBUTING BACK TO THE COMMUNITY
In addition to rewarding shareholders, the Group has also
made exceptional efforts to contribute to the community
during our Golden Jubilee year. We are most pleased to have
raised S$1.05 million for our adopted charities – The Tent and
The Straits Times School Pocket Money Fund. This gesture is
in line with our corporate philosophy to provide support to
underprivileged youths to create a better future for them.
On the same note, we would also like to thank all our
customers, business associates and shareholders for their
support throughout all these years. We look forward to more
good years ahead.
AWARDS AND RECOGNITION
Our record achievements have not gone unnoticed. We are
proud to be one of the six Singapore companies to make it
into Forbes’ “Best Under a Billion” list of companies in the
Asia-Pacific for 2004.
Thank you.
This award is a reflection of the hard work, impeccable
customer service, constant innovation and determination of
our people in working towards the achievement of a common
vision of excellence, which have time and again brought
outstanding results.
Tay Boo Jiang
Tay Liam Wee
Chairman
Group Managing Director
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C O R P O R AT E D ATA
BOARD OF DIRECTORS
FROM LEFT Lua Cheng Eng • Tay Ngiap Jiang • Tay Boo Jiang
Tay Liam Wee
Group Managing Director •
Chairman •
Soh Gim Teik
Tay Chok Yan • Khong Teck Kim • Cecil Vivian Richard Wong
AUDIT COMMITTEE
NOMINATING COMMITTEE
REGISTERED OFFICE
Mr Cecil Vivian
Richard Wong Chairman
Mr Khong Teck Kim
Sincere Watch Limited
Mr Lua Cheng Eng
Mr Khong Teck Kim
Chairman
Mr Cecil Vivian Richard Wong
8 Temasek Boulevard
Mr Lua Cheng Eng
#23-03 Suntec Tower 3
Mr Tay Liam Wee
Singapore 038988
Mr Soh Gim Teik
Telephone +65.6737.4592
REMUNERATION COMMITTEE
Mr Lua Cheng Eng
Facsimile +65.6733.0923
Chairman
COMPANY SECRETARIES
Mr Khong Teck Kim
Mr Tay Liam Wee
Mr Soh Gim Teik
SHARE REGISTRAR
Mr Lim Gwee Koon
B.A.C.S. Private Limited
63 Cantonment Road
Singapore 089758
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AUDITORS
SOLICITORS
PRINCIPAL BANKERS
INVESTOR RELATIONS
Deloitte & Touche
Wong Tan & Molly Lim LLC
Stratagem Consultants Pte Ltd
6 Shenton Way
80 Robinson Road
Oversea-Chinese Banking
Corporation Limited
#32-00 DBS Building Tower 2
#17-02
Singapore 068809
65 Chulia Street, OCBC Centre
Singapore 049513
Singapore 068898
10 Anson Road
#15-05 International Plaza
Singapore 079903
Telephone +65.6227.0502
Partner-in-charge:
Development Bank
of Singapore Limited
Mr Kenny Horlley Young
Bih Li & Lee
(wef FY March 31, 2004)
79 Robinson Road
6 Shenton Way
#24-08 CPF Building
DBS Building, Tower One
Singapore 068897
Singapore 068809
Malayan Banking Berhad
2 Battery Road, Maybank Tower
Singapore 049907
9
Facsimile +65.6227.5663
GROUP STRUCTURE
Avante Investment Pte Ltd
100%
Culina Pte Ltd
50%
Culina Holdings Pte Ltd
100%
Culina Pte Ltd
50%
Avante Marketing Pte Ltd
100%
British Master Time Pte Ltd
100%
Emotus Pte Ltd
100%
Emotus Sdn Bhd
100%
Franck Muller Pte Ltd
100%
Heirloom Restoration Services Pte Ltd
100%
Heritage Distribution Pte Ltd
100%
Parisian Time Pte Ltd
100%
Richburgh Holdings Pte Ltd
50%
Sincere Watch Duty Free Pte Ltd
50%
Swiss Master Time Pte Ltd
100%
Times Legend International Pte Ltd
100%
Hong Kong Branch
Avante Marketing (M) Sdn Bhd
100%
Sincere Watch Sdn Bhd
15%
Sincere Watch Sdn Bhd
65%
BVL Partner Co Ltd
49%
Pendulum Ltd
49%
BVL Partner Co Ltd
10%
Leoco Enterprise Limited
75%
Sincere Brand Holdings Limited
100%
Sincere Brand Management Limited (formerly known
as Times Legend (Asia Pacific) Limited)
100%
Sincere Watch (Hong Kong) Limited
100%
Unisky Limited
33.33%
Sincere Watch Co. Ltd
100%
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Pendulum Limited
100%
T H E R E TA I L N E T W O R K
SINCERE WATCH LIMITED
Corporate Office
8 Temasek Boulevard
#23-03 Suntec Tower 3
Singapore 038988
Telephone +65.6737.4592
Facsimile +65.6733.0923
Email [email protected]
SINGAPORE
SINCERE FINE WATCHES
391 Orchard Road
#01-12 Ngee Ann City
Singapore 238872
Telephone +65.6733.0618
Facsimile +65.6235.1204
304 Orchard Road
#01-22 Lucky Plaza
Singapore 238863
Telephone +65.6737.4593
Facsimile +65.6235.5991
3 Temasek Boulevard
#01-17/21 Suntec City Mall
Singapore 038983
Telephone +65.6337.5150
Facsimile +65.6336.5296
SINCERE HAUTE HORLOGERIE
581 Orchard Road
#02-17/18 The Shopping Gallery
at The Hilton
Singapore 238883
Telephone +65.6738.9971
Facsimile +65.6738.5221
VACHERON CONSTANTIN BOUTIQUE
391 Orchard Road
#01-19A Ngee Ann City
Singapore 238872
Telephone +65.6836.1573
Facsimile +65.6836.2903
Airport Office
#047-020 Passenger Terminal 2
Singapore Changi Airport
Singapore 918156
Telephone +65.6545.1961
Facsimile +65.6545.4138
SINCERE WATCH DUTY FREE PTE LTD
Concessions
HONG KONG
SINCERE BRAND MANAGEMENT LIMITED
Office
Departure/Transit Lounge
#021-13/14 Passenger Terminal 1
East Shop
Telephone +65.6542.4362
Suite 5402-04, Central Plaza
18 Harbour Road
Wan Chai, Hong Kong
Telephone +852.2506.1868
Facsimile +852.2506 1866
#021-39/40 Passenger Terminal 1
West Shop
Telephone +65.6545.2909
FRANCK MULLER BOUTIQUE
MALAYSIA
SINCERE WATCH SDN BHD
Office
Suite 15-3, Level 15
Wisma UOA 11
No. 21 Jalan Pinang
50450 Kuala Lumpur
Telephone +603.2168.2700
Facsimile +603.2168.2701
[email protected]
SINCERE FINE WATCHES
Lot G39A, Ground Floor
Suria KLCC Shopping Centre
50088 Kuala Lumpur
Telephone +603.2166.2181
Facsimile +603.2166.2182
Lot G23B, Ground Floor
50088 Kuala Lumpur
Telephone +603.2166.2173
Facsimile +603.2166.2172
EMOTUS TIME CULTURE
391B Orchard Road #B1-36/36A
Ngee Ann City
Singapore 238872
Telephone +65.6835.2690
Facsimile +65.6835.2691
80 Marine Parade Road
#B1-68/69 Parkway Parade
Singapore 449269
Telephone +65.6348.5295
Facsimile +65.6348.4735
Department Store Concessions
Level 1 Isetan Scotts
Telephone +65.6735.0574
Lot G03A-06 Ground Floor
Kuala Lumpur Plaza
179 Jalan Bukit Bintang
55100 Kuala Lumpur
Telephone +603.2141.0540
Facsimile +603.2141.1178
VACHERON CONSTANTIN BOUTIQUE
Lot G03 Ground Floor
Kuala Lumpur Plaza
179 Jalan Bukit Bintang
55100 Kuala Lumpur
Telephone +603.2141.0540
Facsimile +603.2148.9804
EMOTUS TIME CULTURE
Level 1 Takashimaya S.C.
Telephone +65.6735.5068
Lot G323C, Ground Floor
One Utama Shopping Centre
1 Lebuh Bandar Utama
47800 Petaling Jaya Selangor
Telephone +603.7725.6322
Facsimile +603.7725.9322
Lot 124, 1st Floor
50088 Kuala Lumpur
Telephone +603.2163.3841
Facsimile +603.2163.3840
Shop 3, Ground Floor
St. George's Building
2, Ice House Street
Central, Hong Kong
Telephone +852.2522.8800
Facsimile +852.2522.1373
DE GRISOGONO BOUTIQUE
Shop 2062-2063, IFC Mall
8 Finance Street
Central, Hong Kong
Telephone +852.2522.8368
Facsimile +852.2522.8366
EUROPEAN COMPANY
WATCH BOUTIQUE
Shop 28 Ground Floor
Central Building
1-3 Pedder Street
Central, Hong Kong
Telephone +852.2522.2529
Facsimile +852.2522.9119
THAILAND
PENDULUM LIMITED
Office
Maneeya Centre, 9th Floor
518/5 Ploenchit Road, Lumpini,
Patumwan, Bangkok 10330
Telephone +662.254.8371-3
Facsimile +662.254.8370
PENDULUM
153, Peninsula Plaza
Room 115, 1st Floor
Rajadamri Road, Lumpini,
Telephone +662.254.9076
Facsimile +662.254.9078
622 Emporium Shopping Complex
Room 19-20, Ground Floor
Sukhumvit Road, Klongtan
Bangkok 10110
Telephone +662.664.8377
Facsimile +662.664.8379
11
Gaysorn
Unit No. 1F-12
The First Floor,
999 Plonchit Road, Lumpini,
Telephone +662.656.1116
Facsimile +662.656.1124
BVLGARI BOUTIQUE
The Peninsula Plaza
Room 211, 2nd Floor
153 Rajadamri Road, Lumpini,
Telephone +662.652.1812
Facsimile +662.652.1814
KOREA
395 Namdaemoon 5 Ga, Chung Gu
1st Floor, Seoul Hilton Hotel
100-095 Seoul, Korea
Telephone +822.756.2602
Facsimile +822.756.2605
2/F Lotte Avenuel
130, Namdaemun-ro 2-ga
Jung-gu, Seoul, Korea
Telephone +822.2118.6071
Facsimile +822.2118.6072
TAIWAN
SINCERE WATCH CO LTD
Office
5F-1 Shen Hsiang Tang Building
146 Sung Chiang Road
Taipei, Taiwan
Telephone +8862.2565.1122
Facsimile +8862.2562.3322
VIETNAM
SAIGON DOWNTOWN DUTY FREE
102 Nguyen Hue Street
District 1, Ho Chi Minh City, Vietnam
Telephone +848.823.4553
Facsimile +848.823.4546
Tan Son Nhat Airport
Ho Chi Minh City, Vietnam
Noi Bai International Airport
International Departure Hall
Hanoi, Vietnam
INDONESIA
Plaza Senayan
Level 1 Unit 121B
Jakarta 10270, Indonesia
Telephone +6221.572.5688
Facsimile +6221.572.5355
CHINA
Shop 102, Level 1
Citic Square
1168 Nan Jing West Road
Shanghai 200041, China
Telephone +8621.5292.9596
Facsimile +8621.5292.8626
LEFT TO RIGHT (FROM TOP)
A. LANGE & SÖHNE "Jubilee Double Split Datograph",
AUDEMARS PIGUET "Royal Oak Offshore Limited Edition Tantalum",
BAUME & MERCIER "Capeland S Sincere", BREITLING "Heritage Chronomatic", BVLGARI "Bvlgari – Bvlgari",
CHAUMET "Class One Noir", FRANCK MULLER "Cintree Curvex Crazy Hours Tourbillon",
IWC "Pilot Perpetual", JAEGER-LECOULTRE "Reverso Grande Reserve", LONGINES "Evidenza",
L.U.C BY CHOPARD MANUFACTURE "Steel Wings Tourbillon Jubilee",
OMEGA "Constellation Sincere Golden Jubilee", PATEK PHILIPPE "5035 Annual Calendar"
The Golden Jubilee Collection
Sincere Watch’s Golden Jubilee celebrations would not
have been possible if not for the long-term partnerships
fostered with brand owners. It is noteworthy that
26 world-renowned watch brands joined in the celebrations
by creating special limited edition pieces for Sincere Watch’s
50th anniversary.
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LEFT TO RIGHT (FROM TOP)
DE GRISOGONO "Instrumentino Cinque",
DUBEY & SCHALDENBRAND "Jubilè Rattrapante Triple Calendar",
EBEL "Sport Classic Mini", F.P. JOURNE "Tourbillon Souverain TN",
FORTIS "Space Cartoon", GLASHÜTTE ORIGINAL "Panomaticlunar",
GIRARD-PERREGAUX " Sincere's Golden Jubilee Three Gold Bridges",
MONTBLANC "Timewalker", PANERAI "Radiomir Eight Days",
PIAGET "Emperador Tourbillon", TAG HEUER "Monaco",
VACHERON CONSTANTIN " Sincere Skeletal Tourbillon",
ZENITH "Grande Chronomaster XXT Tourbillon"
This is a significant collaboration between the Singapore-
The stunning Sincere Watch Golden Jubilee Collection,
based group and world-renowned watch and jewellery
valued at a staggering S$23 million, features world
groups such as Swatch Group, Richemont Luxury, LVMH
premieres, new calibres and mechanical innovations. The
Group, as well as respectable independent watchmaking
first piece from the 26-brand collection was auctioned at
houses such as Patek Philippe, Franck Muller, F.P. Journe,
the Sincere Watch charity gala dinner which culminated
Audemars Piguet and Girard-Perregaux. Never before has
the series of Golden Jubilee activities. Through such a feat,
the horological world seen such an assemblage of fine
Sincere Watch made its mark in watchmaking history, as
and rare timepieces.
the collection of this magnitude is a testament of the
Group’s strength and credibility as a highly respected and
trusted purveyor of fine watches.
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SINCERE_AR-singapore-FA 6/30/05 7:48 PM Page 1
SINGAPORE
p re c i o u s l i t t l e m o m e n t s
The children of our future; let's watch them grow.
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Fuelled by the growth of Singapore into an important Watch
Hub in South East Asia and being the 8th largest Swiss watch
importer in the world, Sincere Watch soared ahead into the
new year, making inroads into positioning itself as the world
premier Watch Specialist. To commemorate the 50th
anniversary, the Group marks its Golden Jubilee with a series
of celebratory events themed “A Celebration of Time,” and
the creation of Sincere Watch Golden Jubilee Collection.
CLOCKWISE FROM TOP
Franck Muller Boutique,
The Shopping Gallery at The Hilton
Sincere Fine Watches, Ngee Ann City
Sincere Fine Watches, Suntec City Mall
Sincere Fine Watches, Lucky Plaza
Sincere Watch Duty Free, East Shop
Sincere Watch Duty Free, West Shop
emotus Time Culture, Parkway Parade
emotus Time Culture, Ngee Ann City
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SINGAPORE
Ernst & Young Entrepreneur of The Year
Sincere Watch’s pioneering approach towards innovative
retail concepts have been led by Mr Tay Liam Wee and his team
since 1984 when he joined the company as its executive managing
director. Recognising Asia's luxury watch business' strong growth
potential, he was instrumental in steering the group’s regional
expansion. His entrepreneurial acumen guided the Group through
a successful SESDAQ listing in 1993. Under Mr Tay’s stewardship,
brands like Franck Muller were nurtured into international bestsellers. From a turnover of S$6.7 million in 1984, Sincere Watch
has since grown to become a business entity, which generated
a turnover of S$258 million in 2004.
BELOW
Judges and finalists of Ernst & Young's 'Entrepreneur Of The Year' 2004.
FROM LEFT
Mr Tay Liam Wee recieving the award from
Mr Raymond Lim, Acting Second Minister
for Finance & Senior Minister of State for
Foreign Affairs.
Past and present winners of Ernst & Young's
'Entrepreneur Of The Year' award,
Mr Wong Ngit Liong, Mr Tay Liam Wee
and Mr Ron Sim.
The night of 1 November 2004 at the Shangri-La Hotel was a
great moment to remember for it was the day the contributions
made by the visionary Mr Tay Liam Wee were duly recognised.
There, Mr Tay was named the Ernst & Young Entrepreneur Of The
Year Singapore 2004. This prestigious award honours entrepreneurs
whose ingenuity and perseverance have created and sustained
successful, growing business ventures.
The Ernst & Young's 'Entrepreneur Of The Year' awards programme
was introduced in 2002 and Mr Tay is the third businessman to
receive this award. The Lifestyle & Retail Entrepreneur Of The
Year award also went to Mr Tay and these two awards are a
reflection of the resilience and determination of the team at
Sincere Watch. Receiving these awards during the year of its 50th
founding anniversary has made it all the more significant for
Sincere Watch.
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"A Celebration of Time"
Golden Jubilee Press Conference
Perfectly complimenting the historical milestone of the
50th anniversary, the Old Parliament House presents an excellent
historical setting for the unveiling of the much-anticipated
Sincere Watch Golden Jubilee Collection on 16 July 2004 to
both the local and regional press. The press event marked the
start of a host of activities to commemorate this momentous
milestone for Sincere Watch. A fashion show featuring the
FROM TOP
The historic chamber of the Old
Parliament House.
Monumental imprints of Sincere
Watch through the eras.
Mr Tay Liam Wee with all the
models wearing timepieces from
the 26 brands.
The hallway depicting the
milestones of Sincere Watch.
Jubilee Collection was presented in three categories –
Series Technics, Series Luxe and Series Active.
FROM LEFT
Girard-Perregaux Vintage 1945 Tourbillon
with 3 White Gold Bridges.
Franck Muller Long Island Jubilee
Longines Evidenza.
FROM LEFT
Team from TAG Heuer.
Mr Tay Liam Wee, Dr Lee Boon Yang
and Mr Tay Boo Jiang.
Sentosa Golf Club.
Golfer in action.
"A Celebration of Time" Golden Jubilee Charity Golf Day
Corporate social responsibility ranks high at Sincere Watch. The Golden
Jubilee Golf Day, held at the Sentosa Golf Club on 5 October 2004, was
organised for a charitable cause to raise funds for The Straits Time School
Pocket Money Fund, one of the adopted charities during the year-long
50th anniversary celebrations. Asian Professional Golfers were present to
conduct golf clinic for the invited guests. Gracing the event as Guest-of-Honour
was Dr Lee Boon Yang, Minister for Information, Communications and
The Arts.
17
SINGAPORE
TOP
The Exhibition Centerpiece with
the Sincere Golden Jubilee Collection.
RIGHT
Intricate detailing in the watch displays.
LEFT
The elaborate setup at the exhibition,
showcasing the three series: Technics,
Active, Luxe.
The Watchmaker's Atelier by Girard-Perregaux.
"A Celebration of Time"
Golden Jubilee Exhibition
In October 2004, an exhibition showcasing the 26 brands participating
in the Sincere Watch Golden Jubilee Collection was organised.
“A Celebration of Time” was a mega-exhibition held at Takashimaya
Square in Ngee Ann City. The exhibition provided an educational platform
to introduce the public to the seemingly ‘complex’ world of fine
watchmaking. To celebrate the world-debut of the Sincere Golden
Jubilee Collection and the launch of the mega-exhibition, a select group
of esteemed guests were invited to an exclusive champagne cocktail
party where Mr Tay Liam Wee played host for the evening.
The brands showcased were categorised into three series: Series Technics,
Series Luxe and Series Active. Every brand in each ‘Series’ had a special
section for the comprehensive display of their timepieces complemented
by both audio and visual effects. This magnificent extravaganza reinforced
Singapore’s position as Asia's leading watch hub.
18
In line with the overall objective of educating the public on the
world of horology, a key highlight of the exhibition was the setup
of a Watch Learning Centre by Girard-Perregaux. Aptly named the
Watch Atelier, the learning centre was a resource centre with
exhibits explaining the mechanics and workings of watch
complications like the tourbillon, minute repeater, chronograph
and the perpetual calendar. Girard-Perregaux specially flew in
watchmakers and a well-known curator, Willy Schweizer, from its
RIGHT
Models aptly dressed to represent
the three series of collection.
museum to conduct guided tours and answer questions from the
many curious visitors. Interactive sessions were also conducted by
watchmakers from Jaeger-LeCoultre and A. Lange & Söhne who
were on hand to demonstrate the finer points of watchmaking.
The breadth and depth of the exhibition coupled with the ability
to showcase the Golden Jubilee limited editions further underscore
Sincere Watch’s position as a premier watch specialist.
THIS ROW FROM LEFT
The world's largest heart-shaped black
diamond by de GRISOGONO.
Watchmakers at work to demonstrate finer
points of watchmaking.
CLOCKWISE FROM LEFT
Dr Luigi Macaluso, Mr Tay Liam Wee
and Mr Nash Benjamin.
The Watchmaker's Atelier.
Mr Tan Soo Khoon and Mr Soh Gim Teik.
Ms Sophia Lim and Ms Coco Tang.
Ms Sulian Tan-Wijaya and Mr Lim Neo Chian
from Singapore Tourism Board.
Mrs Daisy Chong and Mr Tay Boo Jiang.
19
SINGAPORE
RIGHT
The highlight for the evening was
the auction of the 'first pieces' in the
Sincere Golden Jubilee Collection.
BELOW
Performers filled the night with
entertainment.
A showcase of the
Golden Jubilee Collection.
Sincere 'miniature' birthday cake.
FROM TOP OF PAGE
The table settings.
Dramatic transformation of the grand ballroom.
LEFT
The A. Lange & Söhne Jubilee Double Split
Datograph, retailing at S$186,880, was
auctioned at S$180,000 at the Sincere
Charity Gala Dinner. In March 2004, the
same piece fetched more than S$200,000
at the Sotheby's Auction.
"A Celebration of Time" Golden Jubilee Gala Dinner
The Golden Jubilee celebrations culminated with a black-tie charity gala dinner held at
the Ritz Carlton Hotel on 9 November 2004. Singapore’s head-of-state, President S R Nathan
graced the occasion as the guest-of-honour. Guests for the evening included the who’s who
of the corporate world, the glitterati from the social world and valuable partners. All the
guests were treated to a visual, auditory and gastronomical extravaganza at the gala dinner.
This exclusive evening was conceived to mark the golden jubilee milestone of the Group and
capped the year-long celebrations. The menu was a highlight of the event as every course
was specially created by world-renowned chefs such as Tetsuya Wakuda of Tetusya’s in Sydney,
Justin Quek of La Petite Cuisine in Taipei, Shinji Shiraishi of Shiraishi in Singapore and Christophe
Megel and Philippe Agnese of Ritz Carlton Millenia. The evening culminated to an exciting
auction by international auction house, Christie’s, where the first piece from the 26-brand
Golden Jubilee Collection were auctioned and proceeds of close to a million was raised for
The Tent, a volunteer welfare organization set up to provide shelter and aid for female
adolescents in need. A custom-made miniature “Sincere” birthday cake cemented a night of
everlasting memories in the minds of the guests for this very special evening.
20
FROM RIGHT
Khun Chamnong Bhirom Bhakdi
and Mr Tay Boo Jiang.
Mr Walter Lange, Ms Annette Barnert and
Mr Fabien Krone from A. Lange & Söhne.
FROM LEFT DOWN
Mr Didier Decker and Ms Nadine Brodine
from Franck Muller Watchland.
Mr Fawaz Gruosi from de GRISOGONO,
Ms Caroline Scheufele from Chopard,
Mr Tay Liam Wee and Mr Thierry Nataf
from Zenith.
Ladies dressed in their finest for the charity
gala dinner.
Mr David Tay and Mr Francois-Paul Journe
from F.P. Journe.
FROM TOP
Mr Dick Lee and Ms Celina Lin.
Justice Lai Kew Chai, Mr Freddy Lee
and Mr Sim Kee Boon.
Celebrity Chefs Justin Quek, Tetsuya
Wakuda, Philippe Agnese, Christophe
Megel and Shinji Shiraishi.
Mr Tay Liam Wee bringing President
SR Nathan through the limited edition
watch collection.
FROM TOP
Mr & Mrs Lua Cheng Eng and Mrs Goh Chok Tong.
Mr Nicolas Barelzki, Mr Maxime Labey, Mr Tay Liam Khoon
and Mr David Ponzo.
21
SINGAPORE
Vacheron Constantin's
Tribute to the Great Explorers
In keeping to its tradition as a creator of exquisite timepieces,
Vacheron Constantin bedazzled many watch collectors on
19 October 2004 with a first taste of its Great Explorer
enamelled timepieces at the Royal China restaurant in Raffles
Hotel. Hosted by Mr Tay Liam Wee, Group Managing Director
of Sincere Watch and Mr Claude-Daniel Proellochs, CEO of
Vacheron Constantin, the event saw many invited guests
taken in by the technical marvel from the Great Explorer
series which pays a fitting tribute to great Western explorers
like Ferdinand Magellan and adventurers like Chinese Admiral
Zheng Ho.
FROM TOP
Ms Sandra Ng and Ms Joyz Chan .
Mr Leonard B. Ross and Mr David Heng.
Mr and Mrs Richard Chee.
Dr Bernard Cheong, Mrs Dolly Cheong and
Mr Claude-Daniel Proellochs.
Vacheron Constantin Great Explorer
– Zheng Ho.
FROM RIGHT
Temptations from de GRISOGONO
Gorgeous models adorned in
de GRISOGONO's latest collections
of jewellery and timepieces.
Ms Vonny Sagita.
Ms Rosnah Tjuatja.
Ms Coco Tang and Mrs Triska Ang.
de GRISOGONO Ladies Luncheon
Well-known for its black diamond creations and statement
pieces, de GRISOGONO sent a thrill of excitement among the ladies
when they were presented with the new Galuchat cuffs, rings
and timepieces. The private luncheon hosted by Sincere Fine
Watches and Prestige Magazine at The Shangri-La Hotel on
25 October 2004, gathered some of Singapore’s most discerning
style setters for a personal viewing of de GRISOGONO’s latest
collections of jewellery and timepieces.
22
Pierre Balmain
"Be Crazy" Launch
The spirit of Pierre Balmain timepieces
came alive at the emotus Time Culture
boutique in Ngee Ann City especially during
November 2004 when Pierre Balmain
brand ambassador Michelle Liow launched
the new “Be Crazy” collection. Fans and
customers had the opportunity to view
the latest collection and bring home a
personalised autograph from the
popular actress.
FROM TOP
Mr Fahmy Fazillah and Ms Michelle Liow.
Life-size poster of the brand ambassador.
Pierre Balmain "Be Crazy" Watches.
FROM TOP
Fashion Time Icon campaign.
Urban Travelogue campaign.
Vogue Travelogue campaign.
emotus Time Culture
Campaigns 2004
The word EMOTUS means passion and the offering
by this retail concept is especially for fashionable
urbanites and the young at heart. The profile for
emotus customers is further segmented into the
vogue, the active, the urban and the classic. emotus
is for everyone and the idea is to offer timepieces
A special advertisement campaign was created for
Window Displays at
emotus Time Culture
selected brands offered at emotus. Through a series
The beauty of the emotus Time Culture
of fashionably-styled advertisements, the message
concept is its ability to represent individual
is apparent – that emotus has an offering that goes
watch brands in a non-traditional retail
beyond mere time-keeping, it is a retail concept
setting. The window displays can be readily
about timepieces becoming lifestyle products and
transformed to reflect thematic promotions
fashion accessories. Whether it is a timepiece from
of various brands like Dior and TAG Heuer.
which are more casual, urban and reasonably-priced.
Burberry, Dior, Fendi or Gucci, the advertisements
were created to illustrate the ability to ‘mix-andmatch’ these watches with clothes and other
fashion accessories.
23
SINCERE_AR-msia-thai-FA 6/30/05 8:03 PM Page 1
M A L AY S I A
Never forget that our lifetime of learning begins at birth.
24
With economic developments fast gathering pace in Malaysia
and the country’s focus on increasing tourism arrivals,
Sincere Watch has established its presence in the Malaysia
retail market with boutiques strategically located at prime
locations such as the Kuala Lumpur City Centre, KL Plaza
and One Utama. Sincere Watch leverages on its knowledge
of market conditions and consumer trends and applies a
combination of well-tailored business models and marketing
concepts to bring vibrancy and dynamism to the high-end
luxury lifestyle retailing.
CLOCKWISE FROM TOP
Sincere Fine Watches, Suria KLCC
Sincere Fine Watches Luxury Boutique, Suria KLCC
Sincere Fine Watches, KL Plaza
emotus Time Culture, Suria KLCC
emotus Time Culture, One Utama
25
M A L AY S I A
"A Walk into the Heritage"
of Vacheron Constantin
On 17 October 2004, guests were invited to an exclusive private
affair to take “A Walk into the Heritage of Vacheron Constantin”
FROM TOP
Dato' and Datin Low Keng Kok.
Ms Jenny Tan, Ms Sylvia Gan
and Ms Geok Lian.
Datin Patsy Loh and Dato' K.K.Loh.
Mrs Sally Duar and Mr Stephen Duar.
Exquisite timepieces from
Vacheron Constantin.
at Fic’s Restaurant in Kuala Lumpur. During the dinner, the
privileged guests were given a peek of the timeless vintage
timepieces from Vacheron Constantin’s Museum Collection worth
more than seven million Malaysian Ringgit. Some of the rare
museum pieces included a pendant watch for ladies made in
1780 and a Prestige de la France wristwatch produced in 1929.
All the guests were also awed by the latest exquisite Vacheron
Constantin timepieces.
FROM RIGHT
Franck Muller watch display.
Ms Tanny Tee, Datin Patsy Loh, Ms Rose Tan,
Datin Laily and Ms Lily Iskandar.
The nocturnal haven of the Franck Muller
Concert Party.
Ms Soong Ai Ling and Ms Elaine Daly.
Ms Danielle Graham and Ms Carmen Soo.
Franck Muller's Nocturnal Concert Party
The 2004 Franck Muller Concert Party sets the standard for
stylish, trendy and chic parties attended by the country's most
prominent and well-known personalities. With the spectacular
setup inspired by the brand's highly successful and sought-after
Crazy Hour collection, the party held on 23 June 2004 at
the Shangri-La Hotel in Kuala Lumpur, was indeed the social
event of the year. The party extravaganza saw an impressive
turnout of celebrities, socialites and royalty who turned up in
their most glamorous outfits to pay tribute to the watch brand
and its creations. True to its spirit and form, the party turned
out to be an eventful one for all the guests were entertained
during the night by foreign acts specially flown in from
Australia and Taiwan.
26
Launch of Dubey & Schaldenbrand
The Art Deco era was relived on 9 September 2004 in
Kuala Lumpur when Sincere Fine Watches, together with
Dubey & Schaldenbrand, hosted a private dinner to showcase
the Swiss-brand's latest collection comprising the Aerodyn,
Carré Cambré, Spiral and Series Limited. Decked out with
showcases of the timepieces, guests were impressed with the
exquisite timepieces that exude a quiet vintage elegance and a
unique nostalgic aura.
FROM LEFT
Pierre Kunz watch display.
Feature wall decorated with Pierre Kunz visuals.
Mr Simon Foong and Mrs Mina Foong.
Mr Pierre Kunz and Mr Tay Liam Khoon.
Mrs Alice Yong and Mr Adrian Yong.
FROM TOP
Mr Patrick Tan, Mr Tay Liam Khoon
and Mdm Cinette Robert, President of
Dubey & Schaldenbrand.
Datin Winnie Tong and Dato' Thomas Tong.
Guests admiring the exquisite timepieces.
Mr Wong Loke Yoong and Ms Naoko.
Dubey & Schaldenbrand dinner setup.
Dubey & Schaldenbrand watch display.
Launch of Pierre Kunz
Unique and creative retrograde timepieces by Pierre Kunz went on
display on 12 August 2004 at the Marriot Hotel for avid collectors
who attended a launch hosted by Sincere Fine Watches. Delighted
watch collectors and connoisseurs in Malaysia were gathered to
welcome the creator, Mr Pierre Kunz. Also on display that night
were two other world-firsts, the Instant Retrograde Perpetual
Calendar and the Large Date. It was indeed a delightful dichotomy
for the senses to view the spectacular collection as these interesting
timepieces exhibit Pierre Kunz’s hallmark of sobriety, readability
and beauty in watches.
27
M A L AY S I A
Panerai "Deep Blue" Party
The blues were chased away when guests turned out
in full force for Panerai’s “Deep Blue” party, held at
the Passion Bar on 10 December 2004. The party
was an evening of fun and socialization for the proud
owners of Panerai. The guests were jubilantly treated
to view the Radiomir Black Seal, one of the hottest
piece available in 2004, which prompted many to
add that to their collection.
FROM TOP
Ms Carmen Soo and Ms Elaine Daly.
Mr Yohan Rajan, Ms Wei Ling and
Mr and Mrs Ooi Teik Huat.
Hosts of the night, Mr Fabien Levrion from
Panerai and Mr Ong Ban from
Sincere Fine Watches.
Ms Rekha Sen, Ms Ruthlene Abu Sahid
and Ms Shireen Tan.
Panerai "Deep Blue" setup.
Panerai Radiomir Black Seal.
CLOCKWISE FROM LEFT
Zenith watch display.
Puan Sri Datin Enid Singh
and Tan Sri Dato' Ajit Singh.
Mr Thierry Nataf and models.
Mr and Mrs Ooi Teik Huat.
Mrs Shirley Tan and Mr Allen Tan.
Zenith dinner setup.
An upclose view of the Zenith watches.
Zenith Dinner
Sincere Fine Watches co-hosted an exclusive dinner with Zenith
Manufacture on 24 May 2004. Fans of the famed Swiss brand,
Zenith, were enthralled by Mr Thierry Nataf, President of Zenith,
when he presented the latest collection at the Mandarin Oriental
Ballroom. Guests were privileged to be the first to view these
timepieces in less than two months after making their debut at
the annual watch fair in Basel.
28
IWC Portuguese Automatic Launch
Bar Savanh at the Asian Heritage Row was the scene
of a most enjoyable cocktail party, on 2 September
2004, when IWC aficionados gathered for the
unveiling of the new Portuguese Automatic watch.
FROM TOP
Mr Matthew Ma and Mr Jonathan King.
IWC Launch Setup.
Mr James Beltran, Ms Jenny Tan
and Mr Cyril Tan.
Ms Adelena Ali, Ms Sabrina Shukri
and Mr Andras Rud.
Ms Tina Sia and Mr Ken Chan.
IWC Portuguese Automatic.
FROM RIGHT
Exhibition setup and display.
Ms Wong Sze Zen, Ms Elaine Daly
and Mr Nicolas Barelzki.
Ms Faridah Teh, Datin Laily Azizi,
Ms Adelina Tan, Mr Maxime Labey,
Ms Jenny Tan and Ms Ellie Lam.
Engraver, Dominique Vuez, at work.
Jaeger-LeCoultre
'The Manufacture Comes to You' Exhibition
For those who has a keen interest to learn more about fine
watchmaking, the opportunity presented itself when
Jaeger-LeCoultre premiered the world tour of its exhibition
known as “The Manufacture Comes to You” in September 2004.
Held at the main concourse of Suria KLCC Shopping Centre, the
exhibition included visual and interactive displays on watchmaking. Vintage timepieces and movements, valued at more
than 20 million Malaysian Ringgit, were showcased during the
exhibition and guests were delighted with the key display of the
Gyrotourbillon I – which was one of the most-talked about timepieces
for 2004. To present the complexity in fine watchmaking and
cultivate a greater appreciation for the art, watch enthusiasts
attended the Master Class program to understand the intricacies
and high detailing required in watchmaking. Each participant
went away with memories of the practical experience in taking
apart and assembling a watch movement.
29
CHINA
HONG KONG & SHANGHAI
We have to nurture our children today for they are the seeds of tomorrow.
30
Sincere Watch has once again affirms itself in the Chinese
retail scene with the opening of the new Franck Muller
boutique in Shanghai and is certainly well-positioned to tap
onto the expanding upper and middle class in this cosmopolitan
city. The execution of innovative brand building concepts
through strategic alliances with our partners and event
marketing helped to strengthen the brand portfolio of Sincere
Watch. The partnership with several leading retailers further
bolstered Sincere Watch's market presence and dominance
of the brands under its management.
CLOCKWISE FROM TOP
de GRISOGONO boutique, IFC Mall, Hong Kong
Franck Muller boutique, St. George's Building, Hong Kong
European Company Watch boutique, Central Building, Hong Kong
Franck Muller boutique, Citic Square, Shanghai
31
CHINA
de GRISOGONO Gala Dinner
Constantly seeking new and fresh interpretations of telling time, Sincere Watch
was instrumental in bringing yet another renowned world brand to the markets
of Asia. Heralded as the jeweler of the millennium, the extravagance of
de GRISOGONO was clearly defined and communicated to the dazzled guests
through the evening’s décor, menu and entertainment. The gala dinner held
at the Grand Ballroom of Grand Hyatt Hong Kong last December gathered the
crème de la crème socialites to view the breath-taking collection of the world’s
most stunning and luxurious jewellery and timepieces. While the guests enjoyed
the sumptuous Tuscan dinner, the atmosphere was filled with enchanting jazz
music by Tyris Washington who was specially flown in from the United States
to perform for the guests.
FROM TOP
The dining hall exudes elegance and class.
Ms Pansy Ho.
Models adorned in de GRISOGONO jewellery.
Mr Leigh Chou, Mr Stanley Chou
and Mrs Reina Chau.
Mr Fawaz Gruosi and Mr Kevin Chau.
Display of de GRISOGONO timepieces
and jewellery.
Franck Muller Party
The party was a night of super-charged fun and “Franck Muller
craziness” at Cyberport as guests enjoyed the entertainment by
aerialists from New York and exhilarating music spun by famous
DJ Joel Lai. The Franck Muller party, held in March 2005, saw
the gathering of the staunchest followers to celebrate the brand’s
continued success. At the party, guests immersed in the “World
of Franck Muller” and were beguiled with the different scene
settings from the Amazon to the Industrial Age and then the
Cosmopolitan Manhattan. Aligning the brand with an event
that epitomizes the brand’s essence and ethos of creative
innovation coupled with meticulous timekeeping and groundbreaking new creations, Franck Muller has shown phenomenal
FROM TOP
Franck Muller watch display.
Performance by aerialists.
Guests were dressed to the
theme for the party.
Franck Muller Party at Cyberport.
Ms Fenni Yuen.
The luminary attendance attracts the media.
success under the nurturing hands of Sincere Watch.
32
RIGHT
Mr Michael Yap and Ms Gigi Yap.
Mr Michael Wong and Mr Pino Piano.
Artistic Expression of Time
Wristwatch has become an integral part of
Charity Gala in Aid of
Hong Kong Cancer Fund
modern life, as it evolved from a utilitarian
In the face of countless parties and extravagant
time-keeping mechanism to a coveted object
functions, Sincere Watch did not overlook its
that combines craftsmanship, mechanical
corporate social responsibility. In aid of the
virtuosity and stylistic artistry. To celebrate the
Hong Kong Cancer Fund, de GRISOGONO
artistic expression of time, Franck Muller and
hosted a charity gala dinner at ISOLA, a newly
de GRISOGONO were amongst the 14 highly
opened Italian restaurant at IFC Mall in May
coveted watch brands invited to participate in
2004. More than 200 prestigious business elites
an exhibition organized by Spiral, the watch
and socialites were gathered at the philanthropic
specialist magazine in June 2004. Renowned
event. Guests were also treated to the
photographers and illustrators in Hong Kong
bejeweled collection by de GRISOGONO while
were gathered to create works of fine art based
their aural senses were touched with the live
on their interpretation of each unique timepiece,
jazz band setting the alluring mood throughout
which was later exhibited at Fringe Club and
the glittering evening.
Harbour City.
FROM TOP
Artistic interpretation of de GRISOGONO.
Artistic interpretation of Franck Muller.
RIGHT
Franck Muller long island.
RIGHT
de GRISOGONO Instrumentino.
Champion of Time Exhibition
Members of the public had the rare
opportunity to view a diverse collection
of fine watches when Franck Muller,
Swiss Delegation Visit to Shanghai
together with 15 other coveted brands,
The Geneva Conference 2004 was held in
came together to participate in the
Shanghai in September 2004. On the itinerary
Champion of Time Exhibition in Shanghai.
was a stop at the newly opened Franck Muller
Organized by Time Square magazine, this
flagship boutique in Citic Square. Led by
3-day exhibition, which garnered keen
Mr Carlo Lamprecht, the contingent of
interest from the public, showcased the
20 Swiss delegation members visited the
highly intricate timepieces and provided
boutique where Mr Kevin Chau, Chairman
a platform to educate the visitors on the
of Sincere Brand Management Limited was
art of fine watchmaking.
present to share his experiences on the retail
business scene in China.
33
THAILAND
Time is equal to all, regardless of age, race or religion.
34
Thailand is gradually becoming one of the key markets of
luxury watch retailing in Asia. Through the chain of boutiques
with our partner, Pendulum, Sincere Watch is well poised to
meet the rising demand for high-end luxury timepieces as
economic growth and development in Thailand gathers pace.
CLOCKWISE FROM TOP
Pendulum, Gaysorn
Pendulum, Emporium Shopping Complex
Pendulum, Peninsula Plaza
Bvlgari boutique, Peninsula Plaza
35
THAILAND
The Spirit of Zenith
Ardent watch collectors gathered in a silvery baroque Zenith
mood at the Grand Ballroom of The Oriental Hotel in Bangkok
on 25 November 2004 for a luxurious gala dinner. Mr. Thierry
Nataf, President and CEO of Zenith Manufacture presented the
guests with his latest creations. A watch and fashion show by
Thailand's top models proved to be the highlight of the evening.
FROM TOP
Mrs Petchprink and Mr Kalin Sarasin.
Ms Vitida Wongpiwat,
Mrs Yuki Srikarnchana,
Mr Jirapat Nilwong,
Ms Siriporn Kuprasertsin
and Ms Yumi Ingkawat.
Mrs Kitiya and Mr Peerayos Amartayakul.
Models presenting the Zenith watches.
Zenith Chronomaster Open.
FROM RIGHT
Hermès Barénia.
Mr Sakul Intakul and Mrs Yuki Srikarnachana,.
Multihued concept décor.
Mrs Trakarnta Srivisorn
and Mrs Claire Chatikavanich.
Hermès 'Barénia' Launch
Pendulum partnered with one of the world's most sought-after
luxury brands, Hermès to launch the Hermès Barénia collection
at the Eat East Restaurant in Gaysorn on 26 May 2004. In line
with the inspiration of the new collection, the event was set in
a colourful atmosphere in the theme of "Colours and
Imagination". Mr Sakul Intakul, a renowned floral artiste in
Thailand, was specially invited to conduct a flower arrangement
workshop. Guests were invited to arrange flowers with the
design of the timepiece as a source of inspiration. All the guests
went away with their beautiful creation and an experience filled
with creativity and pure delight.
36
Timeless World of Panerai
After a year of much anticipation, Panerai lovers were united
at "The Timeless World of Panerai" event to witness the unveiling
of the latest Panerai collection from Switzerland. Popular
celebrities like Mr Chamnong Bhirom Bhakdi, Mr Willy and Ms
Kathaleeya Mcintosh and well-known singer Mr Pankorn
Boonyachinda were among the many who turned up at the
Pendulum showroom in Gaysorn. With the timepieces taking
centre stage, guests were pleasantly delighted by the collection
and many took the opportunity to reserve their favourite pieces.
FROM TOP
Mr Kasidith Karnchanaranya
and Ms Inthira Thanavisuth.
Event setup.
Ms Srikanya Sakdidej Bhanuphan
and Mr Teerasak Phayapdechachai.
Mr Thitipol and Mrs Nipaporn Hupnanonth,
Mrs Yuki Srikarnchana
and Dr Cathaleen Kijotharn.
Panerai Luminor Chronograph Daylight.
FROM TOP
New Pendulum Peninsula Plaza.
H.E. Anand Panyarachun, UNICEF
Ambassador for Thailand.
Mrs Mondakam Kridakon,
Mr Udom Chariyavilaskul,
Mrs Yuki Srikarnchana and
Mrs Pornsuk Sangkanit.
Ms Kathaleeya Mcintosh
and Ms Yumi Ingkawat.
Pendulum at Peninsula Plaza
His Excellency Anand Panyarachun, UNICEF Ambassador for
Thailand, graced the opening celebration of the newly renovated
Pendulum boutique in Peninsula Plaza on 23 November 2004.
Having opened its doors since 1992, the Pendulum Peninsula
Plaza boutique went through a major facelift to keep up with
time so as to better serve its discerning clientele. The newly
renovated outlet exudes a refreshing attitude of modern luxury,
simplicity and solidarity. The selection of brands offered in this
boutique includes A. Lange & Söhne, Patek Philippe, Vacheron
Constantin, Franck Muller, Zenith, Panerai and IWC, clearly
poised to cater to serious watch collectors and connoisseurs.
37
SINCERE_AR-tai-kor-FA 6/30/05 8:08 PM Page 1
TA I WA N
Our role as elders of today is to bequeath the knowledge of yesterday
to the generation of tomorrow.
38
Taiwan is one of the top five importers of Swiss-made
watches in the Asia Pacific region. To further fortify
Sincere Watch’s brand portfolio and market position in this
country, the company has been working closely with the
retailers to conceptualise and execute innovative sales and
marketing initiatives.
Franck Muller window display at various point-of-sales in Taiwan
39
TA I WA N
Color Dreams Media Event
Major media in Taiwan gathered in July 2004 to preview the latest
Franck Muller Color Dreams collection that vibrantly decked the windows
and set the vivacious mood for the press session. The event underscored
Sincere Watch's strong ties with the local media in its efforts to grow and
develop brand awareness among the target markets.
FROM TOP
Franck Muller window display
Press interview hosted by Mr Frederick Jeng.
The event setup.
BELOW
Franck Muller Long Island Color Dreams.
RIGHT
Franck Muller Conquistador Cortez.
BELOW
The ergonomic design of
Conquistador Cortez.
Mr Frederick Jeng addressing the media.
Ms Tracy Wong.
Conquistador Cortez Media Launch
From the stable of the latest 2004 Franck Muller
collection, came a timepiece that embodies
courageous and unwavering spirit of
determination – The Conquistador Cortez
Collection. The square-shaped case was the latest
addition to the popular Franck Muller’s Cintrée
Curvex and Long Island collections. An intimate
media gathering was organized in September
2004 at the Les Suite Taipei Hotel to preview this
new collection.
40
Franck Muller Luncheon and Watch Exhibition
Franck Muller hosted a private luncheon for a prestigious group
of top customers at the Grand Hi Lai Hotel on 15 December
2004. The guests enjoyed an exclusive preview of the latest
timepiece creations by Franck Muller. This was followed by a
two-day watch exhibition, held at the royal suite of the Grand
Hi Lai Hotel. A comprehensive range of the exquisite Franck
Muller timepieces were showcased during the exhibition.
FROM TOP
In the royal suite of Grand Hi Lai Hotel.
Franck Muller VIP Luncheon.
Franck Muller exclusive exhibition.
Showcase of Franck Muller timepieces
and jewellery.
FROM LEFT
Franck Muller Color Dreams
Franck Muller Conquistador Cortez
Franck Muller Watch Exhibitions
A series of Franck Muller watch exhibitions were held at the
retail boutiques of Sincere Watch’s partners in December
2004. Showcased at the exhibitions were some of the brand’s
most significant inventions, complications and bejewelled
timepieces. The popularity of Franck Muller was re-affirmed
as evidenced by the huge crowd of budding watch enthusiasts
who turned up at the boutiques.
FROM TOP
The signature Arabic numerals of
Franck Muller at Chung Tai Watch Store
Franck Muller displays at
Chung Tai Watch Store
Franck Muller displays at Rich Watch Store
41
INDONESIA
Cherish the young of today, for they are the old of tomorrow.
42
Indonesia continues to be one of the emerging markets for Sincere Watch. With a more
stable political climate and economic growth, Indonesia is certainly a country of immense
growth opportunities.Through a strong partnership and a strategic location, Sincere Watch
has established its retail presence through the Franck Muller boutique at Plaza Senayan in
Jakarta. The retail success is attributable to the strength of this innovative brand which once
again demonstrated its creativity with the launch of the Color Dreams collection. The new
collection was launched at The Financial Club in Jakarta on 19 August 2004 amidst much
stylish and glamourous fanfare. Attended by top Indonesian customers and business elites,
the event enthralled guests with the multihued décor and setup and in particular, a colourful
dessert bar that was created for the special evening.
FROM TOP
Guests were greeted with a magnificent showcase
of Franck Muller jewellery and timepieces.
Franck Muller boutique, Plaza Senayan.
Watch presentation by top Indonesian models.
Models presenting the Franck Muller
watch to the guests.
Colourful dessert bar.
43
KOREA
The young are the future keepers of time.
44
Korea is fast becoming a hotspot for tourists not only from
the region but the world over. The Franck Muller boutiques
cater to the discerning Korean watch collectors and tourists.
Its strategic locations provide a retail ambience that is exclusive
and professional in its attention to client comfort.
CLOCKWISE FROM TOP
Franck Muller boutique, Millennium Seoul Hilton
Franck Muller boutique, Lotte Avenuel
Franck Muller boutique, Walkerhill
Franck Muller corner, Hotel Shilla Arcade
45
FINANCIAL REPORT 2005
49 Report of the Directors
51 Auditors' Report
52 Balance Sheets
53 Consolidated Profit & Loss Statement
54 Statements of Changes in Equity
55 Consolidated Cash Flow Statement
57 Notes to Financial Statements
80 Statement of Directors
81 Corporate Governance Report
89 Analysis of Shareholdings
90 Notice of Annual General Meeting
91 Proxy Form
REPORT OF THE DIRECTORS
SINCERE WATCH LIMITED AND ITS SUBSIDIARIES
The directors present their report together with the audited consolidated financial statements of the group and the balance
sheet and statement of changes in equity of the company for the financial year ended March 31, 2005.
1
DIRECTORS
The directors of the company in office at the date of this report are:
Mr Tay Boo Jiang
Mr Tay Liam Wee
Mr Soh Gim Teik
Mr Tay Chok Yan
Mr Tay Ngiap Jiang
Mr Lua Cheng Eng
Mr Khong Teck Kim
2
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES
AND DEBENTURES
Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose
object is to enable the directors of the company to acquire benefits by means of the acquisition of shares or debentures
in the company or any other body corporate.
3
DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES
The directors of the company holding office at the end of the financial year had no interests in the share capital and
debentures of the company and related corporations as recorded in the register of directors’ shareholdings kept by the
company under Section 164 of the Singapore Companies Act except as follows:
Name of directors and company
in which interests are held
Shareholdings
Shareholdings in
registered in the name
which the director is
of the director
deemed to have an interest
At beginning
At end
At beginning
At end
of financial year of financial year
of financial year of financial year
Ordinary shares of $0.10 each
Sincere Watch Limited (Note 1)
Mr Tay Boo Jiang
Mr Tay Liam Wee
Mr Tay Chok Yan
Mr Tay Ngiap Jiang
Mr Soh Gim Teik
2,220,000
2,170,000
-
2,664,000
2,604,000
-
82,046,250
82,046,250
6,540,000
98,455,500
98,455,500
7,848,000
Note 1:
During the financial year, the par value of company’s ordinary shares was changed from $0.25 to $0.10 each following a
consolidation and subdivision exercise of its ordinary shares. In addition, the shareholdings were adjusted for a post split
1-for-5 bonus issue of ordinary shares of par value of $0.10 each. As a result, the number of ordinary shares presented
at the beginning and end of the financial year have been adjusted to reflect the revised shareholdings.
There was no change in the above mentioned interests between the end of the financial year and April 21, 2005.
By virtue of Section 7 of the Singapore Companies Act, Cap. 50, Mr Tay Boo Jiang and Mr Tay Liam Wee with shareholdings
as above, are deemed to have an interest in the company and in all the related companies of the company.
49
4
DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS
Since the beginning of the financial year, no director has received or become entitled to receive a benefit which is required
to be disclosed under Section 201(8) of the Singapore Companies Act, Cap. 50, by reason of a contract made by the
company or a related corporation with the director or with a firm of which he is a member, or with a company in which
he has a substantial financial interest except as disclosed in the financial statements.
5
OPTION TO TAKE UP UNISSUED SHARES
During the financial year, no option to take up unissued shares of the company or any corporation in the group was granted.
6
OPTION EXERCISED
During the financial year, there were no shares of the company or any corporation in the group issued by virtue of the
exercise of an option to take up unissued shares.
7
UNISSUED SHARES UNDER OPTION
At the end of the financial year, there were no unissued shares of the company or any corporation in the group under option.
8
AUDIT COMMITTEE
At the date of this report, the Audit Committee comprises three non-executive, independent directors:
Mr Cecil Vivian Richard Wong (Chairman)
Mr Lua Cheng Eng
Mr Khong Teck Kim
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Cap. 50.
In performing its functions, the Audit Committee reviewed the overall scope of both internal and external audits and the
assistance given by the company’s officers to the auditors. It met with the company’s internal and external auditors to
discuss the scope and results of their respective audits.
In addition, the Audit Committee reviewed the financial statements of the group and the company before their submission
to the directors of the company.
The Audit Committee has nominated Deloitte & Touche for re-appointment as auditors of the company at the forthcoming
annual general meeting.
9
AUDITORS
The auditors, Deloitte & Touche, have expressed their willingness to accept re-appointment.
ON BEHALF OF THE DIRECTORS
Mr Tay Liam Wee
Mr Soh Gim Teik
50
Singapore, May 17, 2005
AUDITORS' REPORT
TO THE MEMBERS OF SINCERE WATCH LIMITED
We have audited the accompanying financial statements of Sincere Watch Limited for the year ended March 31, 2005 set
out on pages 52 to 79. These financial statements are the responsibility of the company’s directors. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the Singapore Standards on Auditing. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as
evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion,
a)
the accompanying 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 Singapore Companies Act,
Cap. 50 (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 March 31, 2005 and of the results and cash flows of the group and of the
changes in equity of the group and company for the year ended on that date; and
b)
the accounting and other records required by the Act to be kept by the company and by those subsidiaries incorporated
in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
Deloitte & Touche
Certified Public Accountants
Kenny Horlley Young
Partner
Singapore
May 17, 2005
51
BALANCE SHEETS
MARCH 31, 2005
Group
Note
ASSETS
Current assets:
Cash and bank balances
Fixed deposits
Trade receivables
Other receivables and prepaid expenses
Inventories
Total current assets
6
7
8
9
Non-current assets:
Property, plant and equipment
Investment property
Investment in subsidiaries
Investment in associates
Other investments
Intangible asset
Deferred tax assets
Total non-current assets
10
11
12
13
14
15
22
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Bank loans, overdrafts and bankers’ acceptance
Trade payables
Other payables
Income tax payable
Current portion of long-term debt
Total current liabilities
16
17
18
19
Non-current liabilities:
Long-term debt
Deferred tax liabilities
Total non-current liabilities
20
22
Minority interests
Capital and reserves:
Issued capital
Currency translation reserves
Legal reserve
Accumulated profits
Total equity
23
Total liabilities and equity
2005
$’000
2004
$’000
2005
$’000
Company
2004
$’000
38,977
16,909
24,858
4,301
141,442
226,487
41,860
9,549
13,644
3,987
104,245
173,285
6,787
16,909
1,167
25,086
32,722
82,671
9,212
9,549
1,867
24,564
21,564
66,756
18,017
398
5,335
515
1,831
4,346
30,442
18,165
398
4,029
380
2,456
3,128
28,556
12,577
398
12,012
3,102
515
350
28,954
12,810
398
11,212
2,020
380
26,820
256,929
201,841
111,625
93,576
20,114
116,560
16,183
6,275
1,262
160,394
11,698
81,254
12,149
5,079
3,937
114,117
5,000
27,614
5,221
1,572
197
39,604
524
20,677
11,089
1,364
2,898
36,552
4,506
4,506
6,244
229
6,473
3,509
3,509
4,329
213
4,542
55
437
-
-
19,620
(3,317)
109
75,562
91,974
256,929
See accompanying notes to financial statements.
52
16,350
(2,153)
66,617
80,814
201,841
19,620
(185)
49,077
68,512
111,625
16,350
(136)
36,268
52,482
93,576
C O N S O L I D AT E D P R O F I T & L O S S S TAT E M E N T
YEAR ENDED MARCH 31, 2005
Group
Note
2005
$’000
2004
$’000
Revenue
24
324,261
257,656
Other operating income
25
690
2,909
Changes in inventories of goods for resale
37,197
(19,143)
(279,293)
(172,299)
(20,669)
(16,160)
Rental expense
(15,714)
(11,946)
Selling, advertising and promotional expense
(11,149)
(8,721)
(3,536)
(2,564)
(7,386)
(6,908)
Purchases of goods for resale
Staff costs
26
Depreciation and amortisation expense
Other operating expenses
27
Profit from operations
24,401
Finance costs
28
Profit before share of results of associates
(973)
23,428
Share of profits of associates
393
Profit before income tax and minority interests
29
Income tax expense
30
Profit before minority interests
23,821
(5,059)
18,762
Minority interests
364
Net profit for the year
Basic and fully diluted earnings per share (cents)
31
53
22,824
(879)
21,945
502
22,447
(3,839)
18,608
(79)
19,126
18,529
9.75
9.44
S TAT E M E N T S O F C H A N G E S I N E Q U I T Y
Note
Currency
Issued translation
capital
reserves
$’000
$’000
Legal Accumulated
profits
reserve(a)
$’000
$’000
Total
$’000
Group
Balance at March 31, 2003
Currency translation differences
Final dividend of $0.02 per ordinary share and special
dividend of $0.015 per ordinary share less tax
of 22% paid in respect of previous financial year
16,350
(761)
-
49,874
65,463
-
(1,392)
-
-
18,529
(1,392)
18,529
-
(1,786)
(1,786)
66,617
80,814
-
Appropriation of legal reserve from accumulated profits
Bonus shares issue
of 20% paid in respect of previous financial year 39
-
16,350
(2,153)
-
3,270
-
(1,164)
-
109
-
-
-
-
(109)
(3,270)
(1,164)
19,126 19,126
(6,802)
(6,802)
19,620
(3,317)
109
75,562
91,974
16,350
(37)
-
28,019
44,332
-
(99)
-
-
10,035
(99)
10,035
-
(1,786)
(1,786)
52,482
Company
-
Bonus shares issue
39
-
16,350
(136)
-
36,268
3,270
-
(49)
-
-
(3,270)
(49)
22,881 22,881
-
(6,802)
(6,802)
-
49,077
68,512
19,620
(185)
(a)
Legal reserve relates to Sincere Watch Co. Ltd, incorporated in the Republic of China (Taiwan). Legal reserve may be used to offset a deficit, if any, and, when the reserve amount
exceeds or equals 50% of the capital stock, an amount up to 50% of such reserve may be transferred to capital stock.
54
C O N S O L I D AT E D C A S H F L O W S TAT E M E N T
2005
$’000
2004
$’000
23,428
21,945
625
2,911
(219)
107
(160)
973
(176)
(10)
27,479
224
2,340
18
91
369
2,000
879
(138)
(8)
27,720
(11,214)
(390)
(37,197)
35,306
4,034
18,018
3,768
4,083
19,143
709
(3,142)
52,281
Interest paid
Interest received
Dividends received
Dividends paid
Income tax paid
Net cash from operating activities
(973)
176
10
(6,802)
(5,116)
5,313
(879)
138
8
(1,786)
(3,784)
45,978
Cash flows used in investing activities:
Purchase of property, plant and equipment (Note A)
Proceeds from sale of property, plant and equipment
Acquisition of subsidiary (Note B)
Additional investment in associates
Proceeds from sale of quoted investments
Net cash used in investing activities
(2,342)
280
(1,082)
25
(3,119)
(5,157)
223
(1,946)
(6,880)
Cash flows from financing activities:
Increase in bank loans
(Decrease) Increase in long-term debt
Net cash from financing activities
7,806
(5,021)
2,785
642
461
1,103
Net effects of exchange rate changes in consolidating subsidiaries
(1,112)
(1,229)
Cash flows from operating activities:
Profit before share of results of associates and income tax
Adjustments for:
Amortisation of intangible asset
Depreciation expense
(Gain) Loss on disposal of property, plant and equipment
Property, plant and equipment written off
(Write-back of) impairment loss on other investments
Impairment loss on intangible asset
Interest expense
Interest income
Dividend income
Operating profit before working capital changes
Trade receivables
Other receivables and prepaid expenses
Inventories
Trade payables
Other payables
Cash generated from operations
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year (Note 32)
3,867
46,459
50,326
55
38,972
7,487
46,459
Notes to the consolidated cash flow statement:
A.
Purchase of property, plant and equipment
Cash purchase of property, plant and equipment
Purchase of property, plant and equipment under finance lease agreements
Total additions to property, plant and equipment (Note 10)
B.
2005
$’000
2004
$’000
2,342
608
2,950
5,157
286
5,443
Summary of the effects of acquisition of subsidiary
Net liabilities acquired:
Current assets
Non-current assets
Current liabilities
Add: Reclassification of provision for associate’s loss
Goodwill on acquisition of subsidiary
Total purchase consideration
Less: Non-cash consideration
Add: Bank overdraft assumed on acquisition of subsidiary
Net cash flow on acquisition of subsidiary
56
-
9,320
114
(10,686)
(1,252)
626
4,009
3,383
(2,683)
1,246
1,946
N O T E S T O F I N A N C I A L S TAT E M E N T S
MARCH 31, 2005
1
GENERAL
The company (Registration No. 197700967C) is incorporated in the Republic of Singapore with its registered office and
principal place of business at 8 Temasek Boulevard, #23-03 Suntec Tower 3, Singapore 038988. During the financial year,
the company received an approval to transfer the listing and quotation of its securities from the official list of the Singapore
Exchange Securities Trading Limited (“SGX-ST”) Dealing and Automated Quotation System (“SGX-SESDAQ”) to the Official
List of the SGX-ST Mainboard. The financial statements are expressed in thousands of Singapore dollars.
The company is principally engaged in the business of watch and clock retailing.
The principal activities of the subsidiaries and associates are disclosed in Notes 12 and 13.
The consolidated financial statements of the group and the balance sheet and statement of changes in equity of
the company for the financial year ended March 31, 2005 were authorised for issue by the Board of Directors on
May 17, 2005.
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING – The financial statements are prepared in accordance with the historical cost convention and
are drawn up in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting
Standards (“FRS”).
BASIS OF CONSOLIDATION – The consolidated financial statements incorporate the financial statements of the company
and enterprises controlled by the company (its subsidiaries) made up to March 31 each year. Control is achieved when
the company has the power to govern the financial and operating policies of an investee enterprise so as to obtain benefit
from its activities. On acquisition, the assets and liabilities of the relevant subsidiaries are measured at their fair values at
the date of acquisition. The interest of minority shareholders is stated at the minority's proportion of the fair values of
the assets and liabilities recognised. The results of subsidiaries acquired or disposed of during the year are included in the
consolidated profit and loss statement from the effective date of acquisition or to the effective date of disposal, as
appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting
policies used in line with those used by other members of the group. All significant intercompany transactions and balances
between group enterprises are eliminated on consolidation. Where a group transacts with an associate of the group,
unrealised profits and losses are eliminated to the extent of the group’s interest on the relevant associate.
Associates are entities over which the group exercises significant influence, through participation in the financial and
operating policy decisions of the investee. The equity method of accounting is used.
In the financial statements of the company, investments in subsidiaries and associates are carried at cost less any impairment
in net recoverable value that have been recognised in the profit and loss statement.
FINANCIAL ASSETS – Financial assets include cash and bank balances, fixed deposits, trade and other receivables and
investments. Trade and other receivables are stated at their nominal value as reduced by an appropriate allowance for
estimated irrecoverable amounts.
Long-term investments, where the group is not in a position to exercise control or significant influence, are stated at cost
less impairment losses recognised when the investment’s carrying amount exceeds its estimated recoverable amount.
FINANCIAL LIABILITIES AND EQUITY – Financial liabilities and equity instruments are classified according to the substance
of the contractual arrangements entered into. Financial liabilities include trade and other payables, bank loans, overdrafts
and bankers' acceptance, finance lease obligations and term loans. Trade and other payables are stated at their nominal
value. Bank loans, overdrafts and bankers' acceptance, and term loans are recorded at the proceeds received, net of direct
issue costs. Finance lease obligations are stated in accordance with the accounting policy denoted below. Finance charges
are accounted for on an accrual basis and are added to the carrying amount of the instrument to the extent that they
are not settled in the period in which they arise.
Equity instruments are recorded at the fair value of the consideration received, net of direct issue costs.
57
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Dividends on ordinary shares are recognised in shareholders’ equity in the year in which they are declared.
INVENTORIES – High-end inventories comprising goods for resale are stated at the lower of cost (specific identification
method) and net realisable value. Low-end inventories comprising goods for resale are stated at the lower of cost (weighted
average method) and net realisable value. Net realisable value represents the estimated selling price less all estimated costs
to be incurred in marketing, selling and distribution.
PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are carried at cost, less accumulated depreciation
and any impairment loss where the recoverable amount of the asset is estimated to be lower than its carrying amount.
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method,
on the following bases:
Leasehold properties and improvements
Plant and equipment
–
–
2% to 50%
10% to 50%
Depreciation is not provided on freehold property.
Fully depreciated assets still in use are retained in the financial statements.
Assets held under finance lease arrangements are depreciated over their expected useful lives on the same basis as the
owned assets or, where shorter, the term of the relevant lease.
INVESTMENT PROPERTY – Investment property held on a long-term basis for investment potential, is stated at cost, less
any impairment in net recoverable value. No depreciation is provided on investment property.
GOODWILL – Goodwill arising on consolidation represents the excess of the cost of an acquisition over the group’s interest
in the fair value of the net identifiable assets and liabilities of a subsidiary or associate at the date of acquisition.
Goodwill is recognised as an asset and amortised on a straight-line basis over its estimated useful life of 5 years.
On disposal of a subsidiary or associate, the attributable amount of unamortised goodwill is included in the determination
of the profit or loss on disposal.
Goodwill arising from an acquisition of an associate is included within the carrying value of the associate. Goodwill arising
on the acquisition of subsidiaries is presented separately in the balance sheet.
IMPAIRMENT OF ASSETS – At each balance sheet date, the group and company review the carrying amounts of their assets
to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Recoverable amount is the greater of net selling price and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than
its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment losses are recognised
as an expense immediately.
When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of
its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an
impairment loss is recognised as income immediately.
PROVISIONS – Provisions are recognised when the group has a present obligation as a result of a past event where it is
probable that it will result in an outflow of economic benefits that can be reasonably estimated.
58
2
LEASES – Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are classified as operating leases.
Assets held under finance lease are recognised as assets of the group and company at their fair values at the date of
acquisition. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Finance
costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired,
are charged to the profit and loss statement over the term of the relevant lease using the effective interest rate method.
Rentals payable under operating leases are charged to profit and loss on a straight-line basis over the term of the
relevant lease.
MINORITY INTEREST – Minority interest is stated at the appropriate proportion of the pre-acquisition carrying amounts
of the net assets of the subsidiaries adjusted for the appropriate share of post-acquisition profit and loss.
REVENUE RECOGNITION – Revenue from sale of goods is recognised when significant risks and rewards of ownership are
transferred to the buyer and the amount of revenue and the costs of the transaction can be measured reliably. Revenue
from rendering of services that are of short duration is recognised when the services are completed.
Interest income is accrued on a time proportionate basis, by reference to the principal outstanding and at the interest rate
applicable, on an effective yield basis.
Dividend income from investments is recognised when the right to receive payment has been established.
RETIREMENT BENEFIT COSTS – Payments to defined contribution retirement benefit plans (including state-managed
retirement benefit schemes, such as the Singapore Central Provident Fund) are charged as an expense when incurred.
EMPLOYEE LEAVE ENTITLEMENT – Employee entitlements to annual leave are recognised when they accrue to employees.
A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the
balance sheet date.
INCOME TAX – Tax expense is determined on the basis of tax effect accounting, using the liability method, and it is applied
to all significant temporary differences arising between the carrying amount of assets and liabilities in the financial statements
and the corresponding tax bases used in the computation of taxable profit except that a debit to the deferred tax balance
is not carried forward unless there is reasonable expectation of realisation in the foreseeable future.
Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to the period when the asset
is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted by
the balance sheet date. Deferred tax is charged or credited to the profit and loss statement. Deferred tax assets and
liabilities are offset when they relate to income taxes levied by the same tax authority.
FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION – Transactions in foreign currencies are recorded using the rates
ruling on the dates of the transactions. At each balance sheet date, recorded monetary balances and balances carried at
fair value that are denominated in foreign currencies are reported at the rates ruling at the balance sheet date. All realised
and unrealised exchange adjustment profits and losses are dealt with in the profit and loss statement.
For inclusion in the consolidated financial statements, assets and liabilities of the foreign entities are translated at the rates
of exchange approximating those ruling at the balance sheet date. The profit and loss statements are translated at the
average rates of exchange for the year, and the opening net investment in the foreign entities is translated at the historical
rates. The resulting currency translation differences are taken to the currency translation reserves. On disposal of a foreign
entity, the accumulated currency translation differences are recognised in the profit and loss statement as part of the profit
or loss on disposal.
59
2
FOREIGN CURRENCY FORWARD CONTRACTS – The group enters into foreign currency forward contracts to hedge its
currency exposure. The contract gains and losses are recognised in the profit and loss statement upon the maturity of the
contract which would normally coincide with the date of settlement of the underlying financial instrument being hedged.
CASH – Cash for the cash flow statement includes cash and bank balances, fixed deposits less bank overdrafts.
3
FINANCIAL RISKS AND MANAGEMENT
(i) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a loss to the
group. The group has adopted the policy of only dealing with creditworthy counterparties as a means of mitigating
the risk of financial losses from default and generally does not require collateral. The group places its cash and cash
equivalents with creditworthy institutions and performs ongoing credit evaluation of its customers’ financial condition.
The group does not have any significant credit risk exposure to any single counterparty or any group of counterparties
having similar characteristics.
The maximum exposure to credit risk in the event that the counterparties fail to perform their obligations as at the
end of the financial year in relation to each class of recognised financial assets is the carrying amount of those assets
as stated in the balance sheet.
(ii)
Interest rate risk
The group’s primary interest rate risk relates to interest bearing debt. The group primarily raises long-term loans based
on expectation of future interest rate movements. As at the balance sheet date, the average term to maturity of the
group’s loans was approximately 12 months (2004 : 24 months) and all the term loans have floating interest rate
terms except for a term loan of $1,750,000 with a fixed interest rate of 3.23% per annum.
The group is also exposed to interest rate risk through the impact of rate changes on its short-term loans and bank
overdrafts which bear interest at the rates disclosed in Note 16. 54% (2004 : 28%) of the short-term debts have fixed
interest rate terms. Since these debts are short-term, with the current interest rate level, any future variations in interest
rates is not expected to have a material impact on the group’s results.
(iii) Foreign exchange risk
The group is exposed to foreign currency risk on its foreign currency denominated cash balances and trade payables.
The currencies giving rise to this risk are primarily Swiss Franc and Euro. The group ensures that the net exposure is
kept to an acceptable level by entering into hedging activities such as forward foreign exchange contracts and options
and also by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances.
The group is also exposed to foreign exchange movement on its net investments in subsidiaries and associates in
Malaysia, Hong Kong, Taiwan and Thailand. No hedge has been taken up for this exposure.
(iv) Liquidity risk
It is group policy for the raising of capital and placement of surplus fund to be managed centrally. The group has
targets for available funds in the form of surplus liquidity and irrevocable credit facilities, which are available to the
group at any given time.
(v)
Fair value of financial assets and financial liabilities
The carrying amount of financial assets and financial liabilities reported in the balance sheet approximates the fair
value of those assets and liabilities except for unquoted investments. It is not practicable within the constraint of cost
to reliably determine the fair value of unquoted investments. These investments are shown at cost less any impairment
in value.
The fair values in respect of foreign currency contracts are disclosed in Note 36.
60
4
HOLDING COMPANY AND RELATED COMPANY TRANSACTIONS
The company is a subsidiary of TBJ Holdings Pte Ltd, a company incorporated in Singapore which is also the group’s ultimate
holding company.
Related companies in these financial statements refer to members of the holding company’s group of companies. Some
of the company’s transactions and arrangements are between members of the group and the effect of these on the basis
determined between the parties are reflected in these financial statements. The intercompany balances are unsecured,
without fixed repayment terms and interest-free unless stated otherwise.
5
RELATED PARTY TRANSACTIONS
Related parties are entities with common direct or indirect shareholders and/or directors with that of the company.
Some of the group’s transactions and arrangements are with related parties and the effect of these on the basis determined
between the parties are reflected in these financial statements. The balances are unsecured, without fixed repayment terms
and interest-free.
Significant related party transactions:
Group
2005
$’000
(2,342)
98
(105)
(57)
105
-
Sales of goods
Purchases of goods
Interest income
Rental income
Delivery charges
Management fee expense
2004
$’000
(1,388)
50
(52)
(19)
37
488
Management fee expense of the group in year 2004 was for fees paid to a firm in which a director of a subsidiary has
an interest.
6
FIXED DEPOSITS
Group and Company
2005
2004
$’000
$’000
16,909
7,548
2,001
16,909
9,549
Fixed deposits in foreign currency
Fixed deposits in Singapore dollars
Fixed deposits earn interest at a rate of 0.58% (2004 : 0.30% to 0.56%) per annum and mature 15 days (2004 : 29 days)
within the financial year end.
7
TRADE RECEIVABLES
Group
Outside parties
Subsidiaries (Notes 4 and 12)
Associates (Note 13)
Related party (Note 5)
Less: Allowance for doubtful debts
2005
$’000
24,341
517
2,690
27,548
(2,690)
24,858
Company
2004
$’000
11,758
534
2,572
14,864
(1,220)
13,644
61
2005
$’000
706
259
202
1,167
1,167
2004
$’000
1,092
662
113
1,867
1,867
8
OTHER RECEIVABLES AND PREPAID EXPENSES
Group
2005
$’000
65
714
1,300
1,521
21
680
4,301
4,301
Prepaid expenses
Deposits
Income tax recoverable
Others
Less: Allowance for doubtful debts
2004
$’000
65
433
1,044
1,890
97
458
3,987
3,987
Company
2005
2004
$’000
$’000
26,540
24,725
113
102
439
641
17
93
122
192
27,231
25,753
(2,145)
(1,189)
25,086
24,564
Certain advances to subsidiaries and associates bear interest at a rate of 4.00% (2004 : 4.00% to 6.00%) per annum
whilst other advances to subsidiaries and associates are interest-free. All advances to subsidiaries and associates are without
fixed terms of repayment.
9
INVENTORIES
Group
2005
$’000
133,823
7,619
141,442
Goods for resale at cost
Goods for resale at net realisable value
62
2004
$’000
95,131
9,114
104,245
2005
$’000
30,397
2,325
32,722
Company
2004
$’000
17,302
4,262
21,564
10 PROPERTY, PLANT AND EQUIPMENT
Leasehold
Freehold properties and
property improvements
$’000
$’000
Plant and
equipment
$’000
Total
$’000
Group
Cost:
At beginning of year
Additions
Disposals
Written off
Translation adjustment
At end of year
3,254
3,254
12,607
130
(92)
12,645
14,499
2,820
(840)
(2,390)
(66)
14,023
30,360
2,950
(840)
(2,482)
(66)
29,922
-
1,867
389
(92)
2,164
10,328
2,522
(779)
(2,283)
(47)
9,741
12,195
2,911
(779)
(2,375)
(47)
11,905
270
2,070
2,340
3,254
10,740
4,171
18,165
3,254
10,481
4,282
18,017
Accumulated depreciation:
Depreciation for the year
Disposals
Written off
At end of year
Depreciation for last year
-
Carrying value:
At end of year
Company
Cost:
Additions
Disposals
Written off
At end of year
3,254
3,254
9,607
66
(92)
9,581
5,861
1,177
(823)
(1,246)
4,969
18,722
1,243
(823)
(1,338)
17,804
Accumulated depreciation:
Depreciation for the year
Disposals
Written off
At end of year
-
1,813
222
(92)
1,943
4,099
1,125
(775)
(1,165)
3,284
5,912
1,347
(775)
(1,257)
5,227
Depreciation for last year
-
215
722
937
3,254
7,794
1,762
12,810
3,254
7,638
1,685
12,577
Carrying amount:
At end of year
63
10 PROPERTY, PLANT AND EQUIPMENT (cont'd)
Plant and equipment with a carrying amount of $1,243,000 (2004 : $924,000) and $914,000 (2004 : $702,000) for the
group and company respectively were acquired under finance lease agreements (Note 21).
Group Properties in Singapore:
Held by
Group's
effective
interest
%
Location
Approximate
floor area
Tenure
Usage
Sincere Watch
Limited
100
304 Orchard Road,
Lucky Plaza
36 sq m
Freehold
Shop for
retailing of
watches
Sincere Watch
Limited
100
150 Orchard Road,
Orchard Plaza
212 sq m
103 years
75 years
unexpired
Office
Sincere Watch
Limited
100
8 Temasek Boulevard,
Suntec City
325 sq m
99 years
83 years
unexpired
Corporate
head
office
Culina Holdings
Pte Ltd
100
24 Senoko Way
6,928 sq m
30 years
17 years
unexpired
Office and
warehouse
11 INVESTMENT PROPERTY
This consists of the freehold property located at 304 Orchard Road, #23-04 Lucky Plaza, Singapore 238863. As at
March 31, 2005, the directors estimated the fair value of the investment property to be approximately $600,000 based
on recent transactions of similar properties. The valuation surplus of $202,000 is not reflected in the financial statements.
The freehold property is currently vacant.
12 INVESTMENT IN SUBSIDIARIES
Company
Unquoted equity shares at cost
Loans to subsidiaries (Note 4)
Less allowance for:
Doubtful debts
Impairment loss
2005
$’000
10,512
3,378
13,890
2004
$’000
10,512
2,578
13,090
(1,678)
(200)
12,012
(1,678)
(200)
11,212
Loans to two subsidiaries amounting to $1,700,000 (2004 : $900,000) are subordinated to bank overdrafts provided by
a bank as part of the covenants covering the provision of overdraft facilities as disclosed in Note 16.
64
12 INVESTMENT IN SUBSIDIARIES (cont'd)
The subsidiaries of the company are as follows:
Name of subsidiary
and principal activities
Country of
incorporation
and operation
Cost of
investment
2005
2004
$’000
$’000
Effective
interest held
by the group
2005
2004
%
%
Avante Investment Pte Ltd (1)
Investment holding company
Singapore
-
-
100
100
Avante Marketing Pte Ltd (1)
Promoters, representatives and
agents of fashion and luxury goods
Singapore
-
-
100
100
British Master Time Pte Ltd (1)
Marketing of luxury goods
Singapore
-
-
100
100
Culina Holdings Pte Ltd
Singapore
2,000
2,000
100
100
Culina Pte Ltd (5)
Supply and distribution of gourmet
food, fine wines and pastry products
Singapore
-
-
100
100
Emotus Pte Ltd
Retailing of watches and clocks
Singapore
500
500
100
100
Franck Muller Pte Ltd
Marketing of Franck Muller
time pieces
Singapore
3,713
3,713
100
100
Heirloom Restoration Services Pte Ltd
Watch repair services
Singapore
500
500
100
100
Heritage Distribution Pte Ltd
Marketing and distribution of watches
Singapore
500
500
100
100
Parisian Time Pte Ltd (1)
Singapore
-
-
100
100
Richburgh Holdings Pte Ltd (2)
Singapore
200
200
50
50
Sincere Watch Duty Free Pte Ltd (2)
Singapore
50
50
50
50
Swiss Master Time Pte Ltd (1)
Singapore
-
-
100
100
Times Legend International Pte Ltd (1)
Singapore
-
-
100
100
65
Name of subsidiary
and principal activities
Country of
incorporation
and operation
Cost of
investment
2005
2004
$’000
$’000
Effective
interest held
by the group
2005
2004
%
%
Leoco Enterprise Limited (3)
Hong Kong
SAR
-
-
75
75
Pendulum Limited (4) (5)
Dormant
Hong Kong
SAR
-
-
100
100
Sincere Brand Management Limited
(formerly known as Times Legend
(Asia Pacific) Limited) (4)
Hong Kong
SAR
186
186
100
100
Avante Marketing (M) Sdn Bhd (1) (6)
Malaysia
-
-
100
100
Culina Products Sdn Bhd (4) (5)
Dormant
Malaysia
-
-
100
100
Malaysia
-
-
100
100
Sincere Watch Sdn Bhd (7) (8)
Retailing of watches, clocks, pens
and related accessories and
servicing of watches
Malaysia
2,806
2,806
80
80
Shanghai Sincere Watch Co. Ltd (5) (9)
Dormant
People’s
Republic
of China
-
-
75
75
Republic of
China (Taiwan)
57
57
100
100
Sincere Watch (Hong Kong) Limited
Investment holding (1) (9) (10)
The Cayman
Islands
-
-
100
-
Sincere Brand Holdings Limited
Investment holding (1) (9) (10)
British Virgin
Islands
-
-
100
-
10,512
10,512
Emotus Sdn Bhd (5) (7)
Retailing of watches, clocks, pens
and related accessories and servicing
of watches
Sincere Watch Co. Ltd (4)
Wholesale and retail of watches
66
All subsidiaries are audited by Deloitte & Touche, Singapore except for the subsidiaries that are indicated as follows:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Cost of investment is below $1,000.
Considered as subsidiaries by virtue of control by the group over their financial and operating policies.
Audited by Morison Heng, Hong Kong, SAR. Investment of $215,702 written off in year 2000.
Audited by overseas practices of Deloitte Touche Tohmatsu of which Deloitte & Touche – Singapore is a member.
Held by subsidiaries.
Audited by K. K. San, Lew & Loke, Malaysia.
Audited by Ernst & Young, Malaysia.
15% interest in Sincere Watch Sdn Bhd is held through Avante Marketing (M) Sdn Bhd.
Not audited as not required in country of incorporation and not considered material.
Incorporated on August 18, 2004.
13 INVESTMENT IN ASSOCIATES
Group
2005
$’000
3,382
3,382
1,953
5,335
Unquoted equity shares at cost
Less: Impairment loss
Share of post-acquisition reserves
Company
2004
$’000
2,300
2,300
1,729
4,029
2005
$’000
3,382
(280)
3,102
3,102
2004
$’000
2,300
(280)
2,020
2,020
The group's investment in associates comprises the following:
Name of associate
and country of
incorporation/operation
Pendulum Ltd (a)
Thailand
BVL Partner Co. Ltd (a)
Thailand
Cost of
investment held
by the group
2005
2004
$’000
$’000
2,744
1,966
Principal activities
Retailing and distribution
of watches and clocks
Interest held
by the group
2005
2004
%
%
49
49
Retailing and distribution of
watches, clocks and jewellery
638
334
49
49
Dormant
-
-
33
33
3,382
2,300
Unisky Limited (b)
Hong Kong, SAR
The associates, whose net assets are less than 20% of the net assets of the group, are audited by:
SB Auditing Service Co. Ltd, Thailand.
(b)
Vincent Kwok & Co., Hong Kong, SAR.
(a)
Significant transactions with associates:
Group
2005
$’000
(6,488)
42
Sales of goods
Interest income
Management fee expense
67
2004
$’000
(5,721)
(120)
42
14 OTHER INVESTMENTS
Group and Company
2005
2004
$’000
$’000
501
540
336
336
368
368
1,205
1,244
(690)
(864)
515
380
Quoted equity shares at cost
Club memberships at cost
Others - unquoted
Less: Allowance for impairment loss
Market value of quoted equity shares
359
339
Market value of club memberships
173
184
It is not practicable within the constraint of cost to reliably determine the fair value of unquoted investments. These
investments are shown at cost less any impairment in value.
15 INTANGIBLE ASSET
Group
$’000
5,438
Cost at beginning and end of year
Accumulated amortisation:
Amortisation for the year
At end of year
982
625
1,607
Impairment loss at beginning and end of year
2,000
Amortisation for last year
224
Carrying value:
2,456
At end of year
1,831
The intangible asset represents goodwill on consolidation arising from acquisition of subsidiaries.
Goodwill amortisation has been included under depreciation and amortisation expense.
16 BANK LOANS, OVERDRAFTS AND BANKERS’ ACCEPTANCE
Group
2005
$’000
5,560
10,875
3,679
20,114
Bank overdrafts (Note 32)
Bank loans
Bankers’ acceptance
Company
2004
$’000
4,950
3,323
3,425
11,698
2005
$’000
5,000
5,000
2004
$’000
524
524
The group’s and company’s bank overdrafts bear interest at rates ranging from 5.25% to 8.00% (2004 : 5.00% to 8.00%)
per annum and are unsecured except for:
(a)
Bank overdrafts and other credit facilities of two subsidiaries amounting to $3,456,000 (2004 : $2,535,000) which are
guaranteed by the company and a minority shareholder of those subsidiaries. In accordance to the terms and conditions
for the provision of the banking facilities, these overdrafts and credit facilities are ranked first over all present and future
loans from the company and the minority shareholder; and
68
16 BANK LOANS, OVERDRAFTS AND BANKERS’ ACCEPTANCE (cont'd)
(b) Bank overdrafts of $2,104,000 (2004 : $1,891,000) of another two subsidiaries which are guaranteed by the company
and secured by irrevocable standby letters of credit.
The group’s and company’s bank loans are unsecured and bear interest at rates ranging from 2.73% to 5.05%
(2004 : 4.80% to 5.05%) per annum.
The group’s bankers’ acceptance is secured by a corporate guarantee given by the company and bears interest at rates
ranging from 3.87% to 4.20% (2004 : 3.98% to 4.20%) per annum.
17 TRADE PAYABLES
Group
2004
$’000
81,254
81,254
2005
$’000
5,307
22,307
27,614
Company
2004
$’000
2,588
18,089
20,677
2004
$’000
193
2,091
900
496
6,654
790
1,025
12,149
2005
$’000
168
279
2,249
803
1,615
107
5,221
Company
2004
$’000
7,003
193
2,091
360
1,368
74
11,089
2004
$’000
3,740
197
3,937
2005
$’000
197
197
Company
2004
$’000
2,740
158
2,898
2005
$’000
756
4,750
5,506
2004
$’000
529
9,455
9,984
2005
$’000
509
3,000
3,509
Company
2004
$’000
364
6,705
7,069
(1,000)
4,506
(3,740)
6,244
3,509
2005
$’000
116,490
70
116,560
Outside parties
18 OTHER PAYABLES
Group
2005
$’000
279
2,249
1,700
961
8,997
775
1,222
16,183
Directors
Minority shareholders of subsidiaries
Advances from customers
Accruals
Rental payable
Others
The other payables to directors are unsecured, without fixed repayment terms and interest-free.
19 CURRENT PORTION OF LONG-TERM DEBT
Group
2005
$’000
1,000
262
1,262
Term loans (Note 20)
Finance leases (Note 21)
20 LONG-TERM DEBT
Group
Finance leases (Note 21)
Term loans
Term loans due within
12 months (Note 19)
Net
69
(2,740)
4,329
20 LONG-TERM DEBT (cont'd)
The group’s and company’s term loans are unsecured except for a term loan of $1,750,000 (2004 : $2,750,000) which is
secured by a corporate guarantee from the company.
Details of the term loans are:
(a)
Term loans of $3,705,000 which bore interest at rates ranging from 1.85% to 3.98% per annum have been fully
repaid during the financial year.
(b)
Term loan of $3,000,000 (2004 : $3,000,000) which bears interest at a rate of 3.50% (2004 : 3.50%) per annum
and is repayable in August 2006.
(c)
Term loan of $1,750,000 (2004 : $2,750,000) which bears interest at a rate of 3.23% (2004 : 3.23%) per annum
and is repayable over one to two years by equal instalments.
21 FINANCE LEASE OBLIGATIONS
Group
Company
Present value
Present value
Minimum
of minimum
Minimum
of minimum
lease payments lease payments lease payments lease payments
2005
2004
2005
2004
2005
2004
2005
2004
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Amounts payable under
finance leases:
Within one year
In the second to fifth years inclusive
After five years
Less: Future finance charges
300
822
71
1,193
233
604
25
862
262
685
71
1,018
197
508
21
726
232
511
71
814
180
399
25
604
197
438
71
706
158
343
21
522
(175)
1,018
(136)
726
1,018
726
(108)
706
(82)
522
706
522
The finance lease obligations of the group and company are secured against certain plant and equipment and bear interest
at rates ranging from 3.63% to 5.10% (2004 : 2.20% to 5.00%) per annum.
22 DEFERRED TAX ASSETS (LIABILITIES)
2005
$’000
Group
2004
$’000
2005
$’000
Company
2004
$’000
3,735
427
2,850
151
424
-
-
184
4,346
127
3,128
(74)
350
-
4,346
(229)
2,899
350
Deferred tax assets
Allowance for inventories
Allowance for doubtful debts
Excess of book depreciation
over tax depreciation
Total deferred tax assets
Deferred tax liabilities
Accelerated tax depreciation
Net deferred tax position
70
(213)
(213)
22 DEFERRED TAX ASSETS (LIABILITIES) (cont'd)
Group
2005
$’000
2004
$’000
2,899
850
2005
$’000
Company
2004
$’000
Movement in deferred tax assets (liabilities)
Balance at beginning of year
Write-back due to change in
income tax rate
Amounts transferred to
profit and loss (Note 30)
Balance at end of year
-
(67)
1,502
(55)
4,346
2,049
67
2,899
(213)
(213)
-
-
563
350
(213)
23 ISSUED CAPITAL
Authorised
Issued and fully paid:
Bonus shares issue
At end of year
Group and Company
2005
2004
2005
Number of ordinary shares of
$’000
$0.10 each (’000)
500,000
500,000
50,000
163,500
32,700
196,200
163,500
163,500
2004
$’000
50,000
16,350
3,270
19,620
16,350
16,350
During the financial year, the capital structure of the company had been changed as follows:
(a)
Consolidation of every 2 ordinary shares in the existing authorised and issued paid-up share capital of par value $0.25
each into 1 ordinary share of par value of $0.50 each;
(b)
Subdivision of every 1 ordinary share of par value $0.50 into 5 ordinary shares of par value $0.10 each; and
(c)
Post split 1-for-5 bonus issue of ordinary shares of par value $0.10 each.
As a result, the number of ordinary shares presented at the beginning and end of the financial year have been adjusted
to reflect the revised shareholdings.
24 REVENUE
Group
2005
$’000
323,697
564
324,261
Sales of goods
Rendering of services
71
2004
$’000
257,139
517
257,656
25 OTHER OPERATING INCOME
Group
2005
$’000
176
10
72
432
690
Interest income
Dividend income from quoted investments
Net foreign exchange gain
Rental income
Others
2004
$’000
138
8
2,052
19
692
2,909
26 STAFF COSTS
Group
Salaries and wages
Defined contribution plans included in salaries and wages
Number of employees at end of year
2005
$’000
20,669
2004
$’000
16,160
1,093
1,064
2005
2004
298
267
27 OTHER OPERATING EXPENSES
Group
Net foreign exchange loss
Impairment (Write-back) of loss on:
Intangible asset
Other investments
Allowance for (Write-back of) doubtful debts
Donations
Legal and professional fees
Travelling and communication
Others
2005
$’000
237
2004
$’000
-
(160)
1,632
455
486
1,920
2,816
7,386
2,000
369
(300)
62
265
1,467
3,045
6,908
28 FINANCE COSTS
Group
Interest expense on:
Bank borrowings
Finance leases
72
2005
$’000
2004
$’000
925
48
973
853
26
879
29 PROFIT BEFORE INCOME TAX AND MINORITY INTERESTS
In addition to the charges and credits disclosed elsewhere in the financial statements, this item includes the following
charges (credits):
Group
2005
2004
$’000
$’000
Allowance for inventories
5,866
3,300
Amortisation of intangible asset
625
224
Audit fees paid to auditors:
Auditors of the company
152
131
Other auditors
70
65
Non-audit fees paid to auditors:
Auditors of the company
24
23
Other auditors
204
Directors’ remuneration:
Company
3,562
3,193
Subsidiaries
2,232
1,286
Fees paid to a firm in which a director has an interest
15
15
(Gain) Loss on disposal of property, plant and equipment
(219)
18
Management fees paid to a firm in which a director of
a subsidiary has an interest
488
Property, plant and equipment written off
107
91
Rental paid by a company in which a director has an interest
(15)
(Write-back) Write-off of bad debts
(12)
13
Write-off (Write-back) of inventories
3
(140)
30 INCOME TAX EXPENSE
Group
Current
Deferred (Note 22)
Associates
(Over) Under provision in prior years:
Current
Deferred (Note 22)
73
2005
$’000
7,030
(1,246)
118
2004
$’000
5,486
(2,049)
342
(587)
(256)
5,059
60
3,839
30 INCOME TAX EXPENSE (cont'd)
The income tax expense varied from the amount of income tax determined by applying the Singapore income tax rate
of 20% (2004 : 20%) to profit before share of results of associates and income tax as a result of the following:
Group
2005
2004
$’000
$’000
Income tax expense at statutory rate
4,686
4,389
Non-allowable (taxable) items
842
(759)
(Over) Under provision in prior years:
Current
(587)
60
Deferred
(256)
Utilisation of deferred tax benefit previously unrecorded
(120)
(318)
Deferred tax benefit unrecorded, net
722
212
Share of associates' income tax
118
342
Effect of different income tax rates of overseas subsidiaries
(137)
(190)
Tax exemption
(53)
(70)
Other items
(156)
106
Effect of change in income tax rate
67
5,059
3,839
The group has tax loss carryforwards available for offsetting against future taxable income as follows:
Group
Amount at beginning of year
Adjustments
Arising from acquisition of subsidiary
Amount in current year
Amount utilised in current year
Amount at end of year
Deferred tax benefit
2005
$’000
7,480
271
2,398
(13)
10,136
2004
$’000
3,864
445
1,587
2,025
(441)
7,480
2,101
1,569
The group and company have temporary differences mainly from allowance for inventories, allowance for doubtful debts
and capital allowances available for offsetting against future taxable income as follows:
Group
Company
2005
2004
2005
2004
$’000
$’000
$’000
$’000
Amount at beginning of year
21,632
19,436
1,053
2,255
Adjustments
(197)
(541)
(195)
(314)
Arising from acquisition of subsidiary
289
Amount in current year
8,909
4,256
1,064
Amount utilised in current year
(478)
(1,808)
(172)
(888)
Amount at end of year
29,866
21,632
1,750
1,053
Deferred tax benefit
5,615
4,029
350
206
Deferred tax benefits on above
Deferred tax benefits not recognised
Deferred tax benefits recognised (Note 22)
7,716
(3,370)
4,346
5,598
(2,470)
3,128
350
350
206
(206)
-
These future income tax benefits in respect of unutilised tax losses are available for an unlimited future period only if the
respective subsidiaries derive future assessable income of a nature and of sufficient amounts to enable the benefits to be
realised and the conditions for deductibility imposed by law, including the retention of majority shareholders, as defined,
are complied with.
74
31 EARNINGS PER SHARE
The basic earnings per share is calculated by dividing the group’s net profit for the financial year by the existing number
of shares in issue at the end of the year as follows:
Group
2005
2004
Basic earnings per share (cents)
9.75
9.44
19,126
18,529
196,200
196,200
The calculation of the basic earnings per share is based on:
Profit attributable to shareholders (in $’000)
The existing number of fully paid shares of $0.10 each
in issue at end of year (in ’000)
The fully diluted earnings per share is equal to the basic earnings per share as there is no dilution. For compliance with
FRS 33 – Earnings Per Share, basic earnings per share is calculated by dividing the group’s net profit attributable to
shareholders by an adjusted 196,200,000 ordinary shares in issue during the year, after taking into account the effect of
consolidation and subdivision of the par value from $0.25 to $0.10 each and the 1-for-5 bonus issue (Note 23). For
comparative purposes, the number of shares for year 2004 is also adjusted retrospectively to 196,200,000.
32 CASH AND CASH EQUIVALENTS IN THE CONSOLIDATED CASH FLOW STATEMENT
Group
2005
$’000
38,977
16,909
(5,560)
50,326
Cash and bank balances
Fixed deposits (Note 6)
Bank overdrafts (Note 16)
2004
$’000
41,860
9,549
(4,950)
46,459
33 OPERATING LEASE COMMITMENTS
Group
Minimum lease payments under operating leases
included in the profit and loss statement
2005
$’000
2004
$’000
14,648
11,943
At the balance sheet date, commitments in respect of non-cancellable operating leases for the rental of office, shop space
and land with a term of more than one year are as follows:
Group
Company
2005
2004
2005
2004
$’000
$’000
$’000
$’000
Within one year
11,065
12,644
1,346
1,547
8,478
15,181
1,310
1,284
After five years
1,026
Total
20,569
27,825
2,656
2,831
The group has various operating lease agreements for its store outlets. Most leases contain renewable options and certain
leases contain escalation clauses. Certain leases also provide for contingent rentals based on certain percentages of sales
or/and the number of passengers compared against certain passenger statistics.
75
34 COMMITMENTS
Certain subsidiaries are committed to making minimum total purchases from their suppliers pursuant to contracts signed
with them:
Group
2005
2004
$’000
$’000
Within one year
10,195
8,570
11,409
20,599
Total
21,604
29,169
Certain suppliers have the right to terminate their exclusive distribution agreements if the respective subsidiary fails to
meet the minimum purchase requirements pursuant to the terms and conditions of the agreements.
There was a shortfall of $1,341,000 (CHF 975,000) [2004 : $1,627,000 (CHF 1,241,000)] from the required purchase
amount of $7,923,000 (CHF 5,760,000) [2004 : $6,295,200 (CHF 4,800,000)] as stipulated in the distribution agreement.
The supplier has not exercised its right to terminate the exclusive distribution agreement. The group has no further
commitment in respect of the shortfall.
35 CAPITAL EXPENDITURE COMMITMENTS
Group and Company
2005
2004
$’000
$’000
Amount committed for future capital expenditure but not
provided for in the financial statements
394
322
36 FOREIGN CURRENCY CONTRACTS
As at the end of the financial year, the nominal value of foreign currency contracts translated at rates prevailing as at year
end are as follows:
Group
Company
2005
2004
2005
2004
$’000
$’000
$’000
$’000
Principal/Notional amount
Bought:
Swiss Francs
12,700
5,512
12,700
5,512
1,533
133
1,376
3
44
53
-
-
Australian Dollars
110
287
-
-
Singapore Dollars
133
303
-
-
15
-
-
-
21,406
8,368
20,707
7,344
(216)
(86)
(213)
(84)
April to
July 2005
April to
June 2004
April to
July 2005
April to
May 2004
Euros
United States Dollars
New Zealand Dollars
Equivalent in Singapore Dollars
Fair values, net
Term to maturity
76
37 CONTINGENT LIABILITIES, UNSECURED
(i) The group and the company has the following:
Group
Guarantee of banking facilities provided
to the subsidiaries and associates
Bankers’ guarantee
(ii)
2005
$’000
2004
$’000
2005
$’000
Company
2004
$’000
4,005
4,626
4,047
5,476
26,947
4,300
29,869
5,306
The group terminated the co-operative joint venture agreement for its subsidiary, Shanghai Sincere Watch Co. Ltd
in September 1999. The co-operative joint venture partner had indicated it may institute legal proceedings against
the group for breach of contract for the recovery of approximately $200,000 (2004 : $201,000).
(iii) The company filed a writ of summons against Bakery Mart Pte Ltd on September 5, 2002 for an amount of $2,179,500
for the repayment of loans and advances. Bakery Mart Pte Ltd has counterclaimed general damages and special
damages in the sum of $2,125,000 on the basis of an alleged restructuring agreement. This action has stayed. The
company has been advised by its lawyers in relation to this matter that there is no merit in the claims made by Bakery
Mart Pte Ltd. Accordingly, no provision has been made for this claim.
77
38 SEGMENT INFORMATION
The group is operating mainly in the Asian region, namely Southeast and Northeast Asia. The primary segments of the
group are by geographical locations of assets.
Inter-segment pricing is on terms agreed between the parties.
Southeast Asia
2005
2004
$’000
$’000
Revenue
External sales
Inter-segment sales
Total revenue
Result
Segment result
Finance costs
Profit before share of
results of associates
Profit from associates
Profit before income
tax and minority
interest
Income tax expense
Profit before
minority interest
Other information
Segment assets
Investment in
associates
Unallocated corporate
assets
Consolidated total
assets
Segment liabilities
Unallocated corporate
liabilities
Consolidated total
liabilities
Capital expenditure
Acquisition of
intangible asset
Depreciation and
amortisation
Other non-cash
expenses
Northeast Asia
2005
2004
$’000
$’000
Elimination
2005
2004
$’000
$’000
Group
2005
2004
$’000
$’000
218,793
51,851
270,644
172,668
46,599
219,267
105,468
13,683
119,151
84,988
9,350
94,338
(65,534)
(65,534)
- 324,261
(55,949)
(55,949) 324,261
32,341
20,422
13,385
13,004
(21,325)
(10,602)
257,656
257,656
24,401
(973)
22,824
(879)
23,428
393
21,945
502
23,821
(5,059)
22,447
(3,839)
18,762
18,608
157,111
123,239
90,116
71,347
247,227
194,586
5,335
4,029
-
-
5,335
4,029
4,367
3,226
256,929
201,841
132,743
93,403
32,157
27,187
164,900
120,590
57,499
44,348
75,244
49,055
2,840
4,776
110
667
2,950
5,443
-
4,009
-
-
-
4,009
2,994
1,964
542
600
3,536
2,564
3,778
3,694
4,822
2,829
8,600
6,523
As the group is substantially in one business segment, namely the retailing and distribution of quality watches and clocks,
no secondary segments have been disclosed.
78
39 DIVIDEND
During the financial year, the company declared and paid a first and final dividend of $0.02 per ordinary share less tax
totalling $1,046,400 and a special dividend of $0.11 per ordinary share less tax totalling $5,755,200 in respect of the
financial year ended March 31, 2004.
Subsequent to the balance sheet date, the directors of the company recommended that a first and final dividend of $0.01
per ordinary share less tax totalling $1,569,600 and a special dividend of $0.015 per ordinary share less tax totalling
$2,354,400 be paid for the financial year just ended on the ordinary shares of the company. The proposed dividends have
not been accrued as a liability for the current financial year in accordance with FRS 10 – Events After the Balance Sheet Date.
40 SIGNIFICANT EVENT
The company announced on August 18, 2004 that an application had been submitted to the Stock Exchange of
Hong Kong Limited (the “HKE”) for the proposed listing of the group’s operations in Hong Kong, currently carried out
through Sincere Brand Management Limited (“SBML”) (formerly known as Times Legend (Asia Pacific) Limited), on the
Main Board of the HKE (“Proposed Listing”) pursuant to an initial public offering (“IPO”) exercise. The Proposed Listing
will result in a material dilution of at least 25% shareholding interest in the company's interest in SBML, which is a principal
subsidiary of the company.
In connection with the Proposed Listing, a group reorganisation exercise (“Proposed Reorganisation”) will be undertaken,
and Sincere Watch (Hong Kong) Limited (“SWHK”) will be the designated listing vehicle for the Proposed Listing.
The Proposed Listing will consist entirely of an issue by SWHK of new shares in its capital (“IPO Shares”). The structure
of the Proposed Listing, including the issue price of the IPO Shares, the size of the IPO and the underwriting arrangements,
will be determined at a later date. SWHK will remain a subsidiary of the company after the Proposed Listing.
The Proposed Listing is conditional upon, inter alia, the following:
(i)
the approval of Shareholders for the Proposed Listing and the resulting dilution of the group’s shareholding interest
in SWHK being obtained at an extraordinary general meeting to be convened;
(ii)
the approval of the HKE for the listing of, and permission to deal in, the shares of SWHK on the Main Board of
the HKE;
(iii) SWHK and the underwriters to the Proposed Listing entering into an agreement whereby the latter will place and
underwrite the IPO Shares at an issue price to be determined; and
(iv) the underwriting agreement in (iii) above becoming unconditional and not being terminated on or before the date
on which dealings in the shares of SWHK are expected to commence on the Main Board of the HKE.
As at March 31, 2005, the Proposed Listing is still in progress and no further development has been announced.
79
S TAT E M E N T O F D I R E C T O R S
In the opinion of the directors, the consolidated financial statements of the group and the balance sheet and statement of
changes in equity of the company set out on pages 52 to 79 are drawn up so as to give a true and fair view of the state of
affairs of the group and of the company as at March 31, 2005 and of the results and cash flows of the group and of the
changes in equity of the group and company for the financial year ended on that date and at the date of this statement, there
are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due.
ON BEHALF OF THE DIRECTORS
Mr Tay Liam Wee
Mr Soh Gim Teik
Singapore
May 17, 2005
80
C O R P O R AT E G O V E R N A N C E R E P O R T
The Board of Directors (the “Board”) of Sincere Watch Limited (the “Company” or “Sincere”) is committed to maintaining
high standards of corporate governance and effective self-regulatory corporate practices to protect the interest of its shareholders.
Pursuant to Rule 710(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), the Company’s
corporate governance processes and activities for the financial year are outlined below:
Board Of Directors
The Board currently comprises the following members:
Mr Tay Boo Jiang
Executive Chairman
Mr Tay Liam Wee
Executive Group Managing Director
Mr Soh Gim Teik
Executive Director
Mr Tay Chok Yan
Executive Director
Mr Tay Ngiap Jiang
Executive Director
Independent Non-Executive Director
Mr Lua Cheng Eng
Mr Khong Teck Kim
In addition, the Board is supported by the Nominating Committee (“NC”), the Remuneration Committee (“RC”) and the Audit
Committee (“AC”).
Principle 1: The Board’s Conduct of Its Affairs
The principal functions of the Board are:
•
Reviewing and approving the broad policies, strategic and financial objectives of the Group
•
Monitoring financial performance including approving financial results, annual reports and statutory accounts
•
Overseeing the business conduct and affairs of the Group via its Management
•
Overseeing the processes of risk management, financial reporting and compliances and evaluating the adequacy of
internal controls
•
Approving the nominations of directors and appointment of senior management, and determining and reviewing their
remuneration levels
•
Assuming the responsibility of corporate governance for the Group
Certain functions have been delegated to various Board Committees, namely, the AC, NC and RC. These Committees are made
up wholly or predominantly of non-executive directors and chaired by independent directors.
The Board holds a minimum of four meetings a year to consider and resolve major financial and business matters of the Group.
Important matters concerning the Group are also put to the Board for its decision by way of circular resolutions. Ad-hoc meetings
are also held amongst members of the Board including the use of teleconferencing, faxes and emails as and when required.
Directors’ Attendances at Board and Committees’ Meetings
Board
Audit
Meeting
Committee
No. of
No. of
No. of
No. of
Meetings Meetings Meetings Meetings
Director
Held Attended
Held Attended
Tay Boo Jiang (Chairman)
Tay Liam Wee (CEO)
Soh Gim Teik
Tay Chok Yan
Tay Ngiap Jiang
Cecil Vivian Richard Wong
Lua Cheng Eng
Khong Teck Kim
4
4
4
4
4
4
4
4
3
4
4
4
4
4
3
4
NA
NA
NA
NA
NA
4
4
4
NA
NA
NA
NA
NA
3
3
4
Nominating
Committee
No. of
No. of
Meetings Meetings
Held Attended
NA
2
2
NA
NA
2
2
2
81
NA
1
2
NA
NA
2
2
2
Remuneration
Committee
No. of
No. of
Meetings
Meetings
Held
Attended
NA
2
NA
NA
NA
2
2
2
NA
2
NA
NA
NA
2
2
2
Principle 2: Board Composition and Balance
The Board now consists of eight directors. Five of the Board members are executive directors while the other three are independent
non-executive directors.
The composition of the Board is reviewed on an annual basis by the NC to ensure the Board has the appropriate mix of expertise
and experience in the field of accounting and finance, business and management, strategic planning and industry knowledge.
The profiles and key information of the directors at the date of the report are as follows:
Tay Boo Jiang
Is the Founder and Executive Chairman of the Board. He has been responsible for the growth of the Company since its inception
as a sole proprietor in 1954. With more than 50 years of experience in the retail trade, he continues to contribute to the
Company with his vast experience and knowledge of the watch industry in Singapore and has built up an extensive business
network over the decades.
Tay Liam Wee
Is the Group Managing Director/CEO of the Company. He was appointed as Director and CEO since 1980 and 1993 respectively.
He holds a Bachelor of Business Administration Degree from the Lake Head University, Canada, and is responsible for the overall
management and the development of the Group. He has been instrumental in leading Sincere to its current growth phase that
involves the development of the Group’s corporate vision and the implementation of various expansion strategies and plans.
Mr Tay is a member of the RC and the NC.
Soh Gim Teik
Is the Finance Director/CFO and the Company Secretary of Sincere since 1993 and 1982 respectively. He graduated with a
Bachelor of Accountancy Degree from the University of Singapore in 1978 and has several years of financial experience in
various senior positions. He is responsible for the Group’s financial, legal and related corporate matters including corporate
communications and investor relations. He is a member of the Institute of Certified Public Accountants of Singapore and is
currently a Board member of two other listed companies where he chairs their Audit Committees.
Mr Soh is also a member of the NC.
Tay Chok Yan and Tay Ngiap Jiang
Are Directors of the Company since 1980 and have more than 40 years of experience in the business. Their on-going responsibilities
involved assisting the shops managers in the running of various retail outlets and attending to sales matters. Over the years,
they have established a large and valuable clientele base and take direct responsibility in servicing their own clients. They provide
a sense of stability in the retail outlets of Sincere and assist in the nurturing of younger retail staff.
Is the Independent Non-Executive Director and has served as the Audit Committee Chairman since 1993. He also sits in the
RC and NC. Mr Wong was previously a Public Accountant and Partner of Ernst & Young until his retirement in 1987. He holds
a Bachelor of Arts Degree from the University of Cambridge and is a member of the Institute of Certified Public Accountants
of Singapore. Currently, Mr Wong is the Chairman of Bukit Sembawang Estates Limited and British & Malayan Trustee Limited
and is also a Board member of various other companies listed on the Stock Exchange of Singapore.
Lua Cheng Eng
Is the Independent Non-Executive Director since 1993 and the Chairman of the RC. He is also a member of the NC and AC.
He holds a Bachelor of Arts Degree with Honours from the University of London and was elected a Fellow of the Chartered
Institute of Transport (United Kingdom) in 1985. Mr Lua is the Chairman of Jurong Technologies Industrial Corporation and
the Chairman of SembCorp Marine Ltd. He is also a Board Member of Sembcorp Industries Ltd where he chairs the Audit
Committee. These companies are listed on the Stock Exchange of Singapore. Since May 2002, Mr Lua has retired as Chairman
of Neptune Orient Lines Ltd (“NOL”), after having served NOL for more than 30 years including 20 years as NOL's CEO. He
remains with NOL as its Senior Advisor. He is also an Advisor to several companies and organisations including being a Counsellor
82
in the Baltic International Maritime Council in Copenhagen and Nippon Kaiji Kyokai in Japan. Currently, Mr Lua serves as the
Chairman of the Committee on Maritime Transport of the International Chamber of Commerce (“ICC”) in Paris. He is also the
Vice-Chairman of the ICC Commission on Transport and Logistics. Mr Lua is Singapore’s non-resident Ambassador to Finland
and Panama. Prior to his ambassadorial appointments, he was recognised for his service to the nation with the award of Public
Service Medal (“PBM”) in 1979 and Public Service Star (“BBM”) in 1999 by the Singapore Government.
Khong Teck Kim
Is an Independent Non-Executive Director since 2003 and the Chairman for the NC. He is also a member of the RC and AC.
Mr Khong has previously served in the Civil Aviation Authority of Singapore (“CAAS”) for more than 30 years until his retirement
in August 2002. He held several senior positions in CAAS and was involved in travel retail planning, marketing and management
at Singapore Changi Airport. He was also the Chairman of the Economics Committee of the Airport Council International
(“ACI”) for the Pacific Region as well as the Pacific Region’s representative to the ACI’s World Economics Committee. Since
his retirement, he has been appointed as the Honorary Consul and Representative of the Kingdom of Tonga in Singapore and
the Executive Director of Aviation Business Network, a consultancy firm as well as representatives of airports and airlines.
Mr Khong holds a Master Degree in Industrial Engineering, a Post-Graduate Diploma in Business Administration and a Bachelor
Degree with Honours in Mathematics from the University of Singapore.
Senior Management
Kevin Chau
Is the Chairman for Sincere Brand Management Limited. Based in Hong Kong, he is responsible for the overall development
of the North Asia market for the Group. Previously, Mr Chau was the Principal Officer for an investment company in
Hong Kong dealing in real estates and the F&B industries in China. He began his career in 1982 with Manufacturers Hanover
Limited, USA, dealing in Fixed Income and Derivative syndication and had been posted by the company to their New York,
London and Tokyo offices. In 1990, he set up his own real estate investment company in California, USA, investing in projects
in Texas and California. Mr Chau holds a Bachelor of Science Degree in Economics from the Wesleyan University in Connecticut, USA.
Tay Liam Wuan
Is the Managing Director of Sincere Brand Management Limited. Based in Hong Kong, she is responsible for all aspects of
the Group’s operations in North Asia. Prior to her current appointment, she was the Marketing Manager for Sincere before
her secondment to Hong Kong. She was previously a Credit and Marketing Officer with Export Credit Insurance Corporation
of Singapore.
Ms Tay holds a Bachelor Degree in Business Administration from the National University of Singapore.
Teng Chee Kiong
Is the Senior Vice-President for Business Development and Corporate Affairs. In addition, he also oversees the Travel Retail,
Lifestyle Watch Retail and Brand Management divisions of Sincere. He is responsible for developing the market presence and
expanding the market share of these divisions in South East Asia. His previous work experience includes management positions
in Duty Free Shoppers Pte Ltd and Metro Pte Ltd.
Mr Teng has more than 25 years of experience in retail and distribution management and has a Degree in Business Administration
from the University of Singapore as well as a MBA in Retailing from the University of Stirling.
Tay Kok Kian
Is the Senior Vice-President of the Fine Watch Retail Division. He has been with the Company for more than 30 years and is
currently responsible for the operation of Fine Watch boutiques in Singapore and Malaysia. He has been instrumental in forging
the strategic transformation of the Sincere’s business of general watch retailing in the 70s to its present day business of fine
watch retailing. He continues to play a key role in lifting the service standards of the Company.
83
Lim Gwee Koon
Is the Group Financial Controller and Company Secretary of Sincere. He joined the Company in 1993 and is responsible for
the Group’s financial reporting and accounting, corporate finance and treasury function. He is also involved in strategic business
planning and coordinates the financial needs of the entire Group. He has several years of experience as an external auditor
with established public accounting firms.
Mr Lim is a Fellow of the Association of Chartered Certified Accountants, UK, and a member of the Institute of Certified Public
Accountants of Singapore.
Laurence Chan
Is the General Manager, Operations and Finance, of Sincere Brand Management Limited. Based in Hong Kong, he is responsible
for the financial management and control in addition to the administration of the Group’s operations in North Asia. Mr Chan
has held directorships in several private equity fund management companies and has extensive experience in management
and finance. Mr Chan is a CFA Charterholder. He obtained his MBA from the University of Manchester, Manchester Business
School, UK, as well his Bachelor Degree in Engineering from the National University of Singapore.
Ong Ban
Is the Executive Vice-President of the Fine Watch and Lifestyle Watch Retail Division. He joined Sincere in 1996 and is responsible
for all operational matters including the market development of the Fine Watch business in Singapore and Malaysia. Before
joining Sincere, he held several management positions in retailing and trading companies, Coop International (S) Pte Ltd and
Trisindo International (S) Pte Ltd.
Mr Ong graduated from the University of Cardiff in Wales, UK, with a Law Degree.
Susanna Kang
Is the Vice-President of the Brand Management Division and has been with the Company since 1994. She is responsible for
the marketing and business development of the Group’s agency business. Brands under her portfolio include Franck Muller,
European Company Watch and Cvstos. Her previous work experience includes sales and brand management roles in FJ Benjamin
and Cosa Liebermann.
Ms Kang holds a Bachelor Degree in Business Administration from the National University of Singapore.
Chew Nam Yeo
Is the Executive Vice-President for Finance and has been with Sincere since 1994. Besides being responsible for the overall
financial and accounting functions of the Group, she also has compliance responsibilities and ensures that all companies within
the Group adhere to Group accounting policies and practices. Her other duties cover corporate secretarial, treasury, corporate
finance and corporate communications matters. She also has several years of audit experience in an established public
accounting firm.
Ms Chew holds a Bachelor Degree in Accountancy with Honours from the National University of Singapore and is a member
of the Institute of Certified Public Accountants of Singapore.
Tay Liam Sze
Is the Vice-President of Marketing for Singapore and key markets in Asia. She has been with Sincere since 1999 and is currently
responsible for advertising, promotions, public relations and all other marketing communications matters for the Sincere Group.
Prior to joining Sincere, she held marketing positions with United Overseas Bank Limited, IKEA Asia Pacific Pte Ltd and DHL
International (S) Pte Ltd.
Ms Tay holds a Bachelor Degree in Business Administration from the National University of Singapore and a Graduate Diploma
in Marketing Management from the Singapore Institute of Management.
84
Principle 3: Chairman and Chief Executive Officer
The roles of the Chairman and CEO are separate. The Chairman leaves the daily running of the business to the CEO although
he bears responsibility for the working of the Board. The CEO is the son of the Chairman.
Nevertheless, in view of the Board composition of which three of the eight directors are non-executive and independent and
the accessibility of information extended to non-executive directors, the Board is satisfied that the current arrangement represents
an appropriate balance of power and authority and no individual member of the Board represents a considerable concentration
of power. Directors are given Board papers in advance of meetings for them to be adequately prepared for the meetings and
senior management staff are, where necessary, in attendance at Board and Committees' meetings.
Principle 4: Board Membership
The NC comprises five directors, three of whom, including its chairman Mr Khong Teck Kim, Mr Lua Cheng Eng and Mr Cecil
Vivian Richard Wong are independent. The other two members, Mr Tay Liam Wee and Mr Soh Gim Teik, are the CEO and the
CFO respectively.
The Articles of Association of the Company require one-third of the Board directors to retire from office at each Annual General
Meeting ("AGM"). Accordingly, the directors submit themselves for re-nomination and re-election at regular intervals of at
least once every three years. In addition, a newly appointed director is required to retire at the AGM immediately following
his appointment. He may, subject to the recommendation of the NC and the Board, offer himself for re-election at the AGM
and he becomes subject to the one-third rotation rule if re-elected.
Principle 5: Board Performance
As stated in the terms of reference, the NC will be responsible for reviewing and evaluating the performance of each director.
The directors’ evaluation is based on their participation and contribution at Board and Committees’ meetings.
Principle 6: Access to Information
Directors are given full access to all minutes and documents concerning all Board and Committees’ meetings. It is a policy that
all Board papers are submitted to the directors prior to every Board and Committees' meeting. Additionally, directors have
access to any key officers of the Company when required.
Should the directors, either as individual or as a group, require independent professional advice to fulfil their duties and
responsibilities as directors, the Company will bear the costs of such advice.
Principle 7: Remuneration Matters
The RC comprises Mr Lua Cheng Eng, who serves as its Chairman, Mr Khong Teck Kim, Mr Cecil Vivian Richard Wong and
Mr Tay Liam Wee. With the exception of Mr Tay Liam Wee, who is the CEO, all members are independent non-executive
directors of the Board. In matters relating to the remuneration of the CEO, the CEO will abstain from the deliberation and
decision process of the RC. The RC must have absolute independence and be free from any business or other relationships
which may materially interfere with the exercise of its independent judgement.
Principle 8: Level and Mix of Remuneration
An appropriate and attractive level of remuneration has been set to retain and motivate all staff and directors. The current
remuneration package generally includes a fixed as well as a variable component. The variable portion is determined based
on the performance of both the individual employee as well as the Group’s performance. The remuneration of all employees
in the Group is subject to approval by the executive directors in consultation with the respective Heads of Department. Annual
adjustments and increments to remuneration are based on the results of the annual review.
The remuneration of independent directors is determined, after taking into account the effort and time spent and level of
responsibilities assigned. The recommendation is submitted annually by the Board for the approval of shareholders at the AGM.
85
Principle 9: Disclosure of Remuneration
The Executive Chairman and the CEO, as Executive Directors, do not receive directors’ fees. Their compensation comprise
salaries, bonuses and a performance related variable bonus element based on their achievement of certain performance targets.
A breakdown of the remuneration paid to each director in remuneration bands of $250,000 for the year 2005 is as follows:
Remuneration
Band
$
Fees
Salary
Bonus
%
%
%
Performance
Bonus*
%
1.75m – 2m
750k – 1m
500k – 750k
< 250k
< 250k
-
32
11
70
80
80
30
20
20
68
89
-
< 250k
< 250k
< 250k
100
100
100
-
-
-
Executive Directors
Tay Liam Wee
Tay Boo Jiang
Soh Gim Teik
Tay Ngiap Jiang
Tay Chok Yan
Non-Executive Directors
Lua Cheng Eng
Khong Teck Kim
* Performance bonus is based on the employment contract.
Employees who are immediate family members of the directors of the Company and whose remuneration exceed $150,000
during the financial year are as follows:
Name
Remuneration Band
$
Immediate Family Member of
Designation
Tay Liam Wuan
250K - 500K
Tay Chok Yan
Managing Director of Hong Kong subsidiary,
Sincere Brand Management Limited
Tay Liam Tze
<250K
Tay Ngiap Jiang
Vice-President – Regional Marketing
Manager of Sincere Watch Limited and key
markets in Asia
Mr Kevin Chau, Chairman of Sincere Brand Management Limited, was paid in the region of $1.5m – $1.75m during the financial
year. This entire amount comprised performance bonus calculated on the basis of the profitability of the subsidiary.
Save for the above and for competitive reasons, the Company is not disclosing the remuneration paid to its other executives.
Accountability and Audit
Principle 10: Accountability
The Board is accountable to the shareholders while the Management is accountable to the Board.
The Board has provided shareholders with a balanced and understandable assessment of the Company’s and Group’s performance,
position and prospects via its interim reporting and other SGX-ST announcements.
86
Principle 11: Audit Committee
The AC presently comprises Mr Cecil Vivian Richard Wong, who serves as its Chairman, Mr Lua Cheng Eng and Mr Khong Teck
Kim. The AC is wholly made up of independent directors and thus it is in compliance with the Code. The Board is also satisfied
that each of the AC members has appropriate accounting and/or related financial management expertise and experience.
The AC terms of reference are as follows:
The duties of the AC shall be:
•
To review the audit plan with the external auditors and their evaluation of the system of internal controls, audit report,
management letters and responses from Management
•
To review the quarterly, half-year and annual financial statements for announcement to SGX-ST before submission to the
Board for approval
•
To discuss problems and concerns, if any, arising from the interim and final audits, and any matters which the auditors
may wish to discuss in the absence of Management where necessary
•
To review the internal audit programme and ensure co-ordination between the internal and external auditors
and Management
•
To review the scope and results of the internal audit procedures
•
To review the accounts of the Company and the consolidated accounts of the Group before submission to the Board
for approval
•
To review and discuss with the external auditors, any suspected fraud or irregularity, or suspected infringement of any
Singapore law, rules and regulations, which has or is likely to have a material impact on the Group's operating results or
financial position
•
To review transactions falling within the scope of Chapter 9 of the SGX-ST Listing Manual
•
To consider the appointment of the external auditors at each AGM, the audit fees and matters relating to the resignation
or dismissal of the auditors
•
To review all non-audit services provided by the external auditors with a view of establishing their independence
Four AC meetings were held during the year 2005. Members of the Management have, by invitation of the AC, been present
at all meetings to answer queries from the AC.
The AC reviewed the non-audit services provided by the external auditors and in their opinion, they did not affect the
independence of the external auditors.
Principle 12: Internal Controls
The Group’s internal controls and systems are designed to provide reasonable assurance as to the integrity and reliability of
the financial information and to safeguard and maintain accountability of its assets. Procedures are in place to identify major
business risks and to evaluate its potential financial impact.
The Board acknowledges its responsibility for ensuring that there is a sound system of internal controls to safeguard shareholders’
investments and Company’s assets.
Principle 13: Internal Audit
The AC has reviewed and evaluated the system of internal controls with the external auditors and internal auditor. The Board
is of the view that there are no major weaknesses in the existing system of internal controls.
The Internal Audit Function reports directly to the Chairman of the AC on audit matters, and the CEO and CFO on administrative
matters. The Internal Audit Department is independent of Management and submits its internal audit plan to the AC for
approval at the beginning of each year after consultation with the Management.
The Internal Audit Department has adopted the Standards for Professional Practice of Internal Auditing as set by the Institute
of Internal Auditors.
Principle 14: Regular, Effective and Fair Communication
The Board is committed to provide timely disclosure of information to the shareholders.
87
Principle 15: Greater Shareholder Participation
All information on the Company’s performance is published through the SGXNET. Annual report and notices of general meeting
are sent to all shareholders of the Company.
The Company has also retained an investor relations firm and has at regular intervals, updated investors and the general public
on the progress of the Group.
External auditors are also present at AGMs to assist directors in addressing any relevant queries from shareholders.
Interested Persons Transactions
During the financial year under review, the aggregate value of all transactions conducted with interested persons as defined
in Chapter 9, Clause 904 of the Listing Manual of SGX-ST did not exceed $100,000. All transactions with interested persons
are reviewed by the AC and the Board.
Material Contracts
Other than transactions mentioned under Interested Persons Transactions above and for the remuneration received by the
directors in their capacity as directors, there were no material contracts entered into in the ordinary course of business, by the
Company and its subsidiaries involving the interests of the CEO, the directors or the controlling shareholders.
Dealing With Securities
The Group has adopted the SGX-ST Best Practices Guide with respect to the dealings in securities. All officers are prohibited
from dealing in securities of the Company during the period of four weeks before the announcement of the Company’s
full-year and half-year results and ending two days after the announcement of the results, in accordance to the guidelines set
out in the Best Practices Guide. Similarly, the ‘closed’ period before the announcement of the Company’s results for the
first and third quarters is one week before the announcement until one day after the announcement.
The directors and officers are not expected to deal in the Company’s securities on a short-term basis. Directors and officers
are required to observe insider trading provisions under the Securities and Futures Act at all times even when dealing in the
Company’s securities within the permitted periods. To enable the Company to monitor such transactions, directors of the
Company are required to report all dealings to the Company Secretaries.
Managing Risk
Business & Operational Risk Management
The Group is subject to business and operational risks common to the luxury watch retail industry. These risks include, among
other things, competition from other watch retailers, availability of suitable operating sites, increases in operating costs such
as rental and labour costs, the recurring need to refurbish and upgrade retail boutiques/outlets, government regulations and
adverse local or international economic and market conditions.
In addition, the Group adopts additional measures by observing a comprehensive brand management policy and constantly
seeks diversification in brands to mitigate the incident of over-reliance on a particular brand.
Competition Risk Management
The luxury watch industry is a highly competitive market. Changes in economic conditions, domestic market conditions and
consumer behavioural preferences may affect the demand of the Group’s range of products. As such risks cannot be completely
eliminated, the Group has undertaken continuous efforts in improving and developing its market share and brand awareness
through comprehensive marketing and promotional programmes.
Foreign Exchange Risk
As the Group transacts in currencies like the Swiss Franc and the Euro, any significant adverse movement in exchange rates
will have an impact on the Group’s performance. The Group seeks to minimise this impact by entering into forward foreign
exchange contracts and options and also buy or sell foreign currencies at spot rates where necessary to address any short-term
imbalances. Forward foreign exchange contracts and options are entered purely as a hedging tool and the Group does not
take speculative positions for trading purposes.
88
A N A LY S I S O F S H A R E H O L D I N G S
AS AT 9 JUNE 2005
Authorised Share Capital
Issued And Fully Paid-up Capital
Class Of Shares
Voting Rights
:
:
:
:
$50,000,000
$19,620,000
Ordinary Shares Of $0.10 Each
1 Vote Per Share
DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS
Size Of Shareholdings
No. of Shareholders
1 - 999
22
1,000 - 10,000
614
10,001 - 1,000,000
357
1,000,001 & Above
11
Total
1,004
%
2.19
61.15
35.56
1.10
100.00
TOP TWENTY SHAREHOLDERS AS AT 9 JUNE 2005
Name
TBJ Holdings Pte Ltd
HSBC (Singapore) Nominees Pte Ltd
Tay Liam Tiak
Tay Liam Hwee @ Tay Yong Tiak
Tay Liam Kiat
United Overseas Bank Nominees Pte Ltd
DBS Nominees Pte Ltd
DB Nominees (S) Pte Ltd
Estate Of Tay Liam Hoong
Tay Chok Yan
Tay Ngiap Jiang
Lim Mee Hwa
Citibank Nominees Singapore Pte Ltd
The Asia Life Assurance Society Ltd - Par Fund
Tay Liam Kai
G.K. Goh Stockbrokers Pte Ltd
Lam Lai Cheng
MayBan Nominees (S) Pte Ltd
Wee Aik Koon Pte Ltd
Silvaroyal Pte Ltd
SUBSTANTIAL SHAREHOLDERS
Name
TBJ Holdings Pte Ltd
Tay Boo Jiang
Tay Liam Wee
Chartered Asset Management Pte Ltd
CAM-GTF Limited
Tay Liam Tiak
Direct Interest
98,455,500
18,579,000 (3)
11,802,000 (4)
%
50.18
9.47
6.02
No. of Shares
9,405
3,461,845
21,482,748
171,246,002
196,200,000
%
0.01
1.76
10.95
87.28
100.00
No. of Shares
98,455,500
19,730,500
11,358,000
7,848,000
7,848,000
6,588,000
5,427,500
4,965,000
3,757,502
2,664,000
2,604,000
975,000
858,500
769,000
610,500
562,760
555,000
538,000
495,000
360,000
176,969,762
%
50.18
10.05
5.79
4.00
4.00
3.36
2.77
2.53
1.92
1.36
1.33
0.50
0.44
0.39
0.31
0.29
0.28
0.27
0.25
0.18
90.20
Deemed Interest
98,455,500 (1)
98,455,500 (1)
23,432,000 (2)
-
%
50.18
50.18
11.94
-
SHAREHOLDING HELD IN THE HANDS OF PUBLIC
Based on the information available to the company as at 9 June 2005, approximately 31% of the issued ordinary shares of
the company is held by the public, and therefore, Rule 723 of the Listing Manual of SGX-ST is complied with.
Notes:
(1) Deemed interests of Mr Tay Boo Jiang and Mr Tay Liam Wee comprise the total interest of TBJ Holdings Pte Ltd
(2) Chartered Asset Management Pte Ltd is deemed to have an interest in the shares held as follows:
(i)
(ii)
(iii)
(iv)
HSBC (Singapore) Nominees Pte Ltd
Citibank Nominees Pte Ltd
G.K. Goh Stockbrokers Pte Ltd
DBS Nominees Pte Ltd
18,579,000
654,000
285,000
3,914,000
(3) Direct interest of CAM-GTF limited is held through HSBC (Singapore) Nominees Pte Ltd
(4) Direct interest of Mr Tay Liam Tiak includes interest acquired through CPF investment account and under the Supplementary Retirement Scheme
89
NOTICE OF ANNUAL GENERAL MEETING
(INCORPORATED IN THE REPUBLIC OF SINGAPORE)
Notice is hereby given that the 28th Annual General Meeting of the Company will be held at Suntec Singapore International
Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Level 3, Meeting Room 307, Singapore 039593,
on Tuesday, July 19, 2005 at 10.00 a.m. for the following purposes:
As Ordinary Business
1
To receive and to adopt the Audited Accounts for the year ended March 31, 2005, the Auditors' Report and the Directors'
Report thereon.
2
To declare a first and final dividend of 1 cent per share (10%) less tax of 20% as recommended by the Directors for
the year ended March 31, 2005.
3
To declare a special dividend of 1.5 cents (15%) less tax of 20% as recommended by the Directors for the year ended
March 31, 2005.
4
To approve Directors' Fees of $120,000 for the year ended March 31, 2005.
5
To re-elect Mr Lua Cheng Eng, a Director who is retiring under Article 92 of the Company's Articles of Association.
Mr Lua Cheng Eng, upon re-election as Director of the Company, will remain as a member of the Audit Committee and
will be considered to be independant for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange
Securities Trading Limited.
6
To re-elect Mr Khong Teck Kim, a Director who is retiring under Article 92 of the Company’s Articles of Association.
Mr Khong Teck Kim, upon re-election as Director of the Company, will remain as a member of the Audit Committee
and will be considered to be independant for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange
Securities Trading Limited.
7
To re-appoint Messrs Deloitte & Touche as the Auditors of the Company and to authorise the Directors to fix their remuneration.
As Special Business
8
To consider, and if thought fit, to pass with or without modification the following resolution:
"That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Cecil Vivian Richard Wong be and is hereby reappointed a Director of the Company to hold such office until the next Annual General Meeting of the Company."
Mr Cecil Vivian Richard Wong, upon re-election as Director of the Company, will remain as the Chairman of the Audit
Committee and will be considered to be independent for the purpose of Rule 704(8) of the Listing Manual of the
Singapore Exchange Securities Trading Limited.
9
To consider, and if thought fit, to pass with or without modification the following resolution:
"That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Tay Boo Jiang be and is hereby re-appointed a
Director of the Company to hold such office until the next Annual General Meeting of the Company."
10 To consider, and if thought fit, to pass with or without modification the following resolution:
"That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Tay Chok Yan be and is hereby re-appointed a
Director of the Company to hold such office until the next Annual General Meeting of the Company."
11 Any other business.
By Order of the Board
Soh Gim Teik
Company Secretary
July 4, 2005
Singapore
Note: A member entitled to attend and vote at the above Meeting may appoint a Proxy (or a representative in the case of a corporation) to attend and vote on his/her behalf
and such Proxy (or representative) need not be a member of the Company. Every instrument of proxy shall be deposited at the registered office of the Company at 8 Temasek
Boulevard, #23-03 Suntec Tower 3, Singapore 038988 not less than 48 hours before the time set for the holding of the Meeting or any adjournment thereof.
90
Proxy Form
IMPORTANT:
1. For investors who have used their CPF monies to buy Sincere Watch Limited
shares, this Annual Report is forwarded to them at the request of their 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 ineffective
for all intents and purposes if used or purported to be used by them.
(INCORPORATED IN THE REPUBLIC OF SINGAPORE)
I/We
Of
being a member/members of the above named Company, hereby appoint:
NAME
ADDRESS
NRIC NO./
PASSPORT NO.
PROPORTION OF
SHAREHOLDINGS (%)
AND OR (DELETE AS APPROPRIATE)
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf, and if necessary, to demand a poll, at the 28th
Annual General Meeting of the Company to be held at Suntec Singapore International Convention & Exhibition Centre, 1
Raffles Boulevard, Suntec City, Level 3, Meeting Room 307, Singapore 039593, on Tuesday, July 19, 2005 at 10.00 a.m. and
any adjournment thereof. I/We have indicated with a "X" in the appropriate box against any such item, how I/we wish
my/our proxy/proxies to vote. If no specific direction as to voting is given or in the event of any item arising not summarised
below, my/our proxy/proxies may vote or abstain at the discretion of my/our proxy/proxies.
ORDINARY RESOLUTIONS RELATING TO :
FOR
1
Adoption of Reports and Accounts
2
Declaration of a first and final dividend of 1.0 cent per share less tax
3
Declaration of a special dividend of 1.5 cents per share less tax
4
Approval of Directors' Fees
5
Re-election of retiring Director, Mr Lua Cheng Eng
6
Re-election of retiring Director, Mr Khong Teck Kim
7
Re-appointment of Auditors and fixing their remuneration
8
Re-appointment of Director pursuant to Section 153(6) of the Companies Act,
Cap. 50: Mr Cecil Vivian Richard Wong
9
Re-appointment of Director pursuant to Section 153(6) of the Companies Act,
Cap. 50: Mr Tay Boo Jiang
10 Re-appointment of Director pursuant to Section 153(6) of the Companies Act,
Cap. 50: Mr Tay Chok Yan
Signed this
TOTAL NO. OF SHARES HELD IN
CDP REGISTER
MEMBER'S REGISTER
Signature(s) of Member(s) or Common Seal
Important: Please read notes overleaf
day of
2005.
AGAINST
FOLD THIS FLAP
AFFIX
23 CENTS
STAMP
THE SECRETARY
8 TEMASEK BOULEVARD
#23-03 SUNTEC TOWER 3
SINGAPORE 038988
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 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
proxy or proxies to attend and vote instead of him.
3
Where a member appoints two proxies, the appointments shall be invalid un-less he specifies the proportion of his
shareholding (expressed as a percentage of the whole) to be represented by each proxy.
4
The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 8 Temasek
Boulevard, #23-03 Suntec Tower 3, Singapore 038988, not less than 48 hours before the time appointed for the Annual
General Meeting.
5
The instrument appointing a proxy or proxies must be under the hand of the appointer 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.
6
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 Annual General 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 complete
or illegible or where the true intentions of the appointer are not ascertainable from the instructions of the appointer 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 appointer is now shown
to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed
for holding the Annual General Meeting, as certified by the Central Depository (Pte) Limited to the Company.

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