Leaping Forward - Sakae Holdings

Transcription

Leaping Forward
Annual Report
2006
Mission
To provide good quality food and
excellent service at the best value.
Vision
To be above the best food & beverage
company globally.
Core Values –Excellence is our minimum standard
Productivity in everything we do
Innovation to simplify and compete
Compassion to all
CONTENTS
Corporate Profile 1 | Brands 2-3
Letter to Shareholders 4-5 | Board of Directors 6-7
Operations Review 8-9 | Key Management 10
Corporate Structure 11 | Social and Recreation 12-13
Financial Highlights 15 | Corporate Information 16
Corporate Profile
Apex-Pal is a homegrown food & beverage solutions provider on a fast
track to global growth. Established in 1996, the Company began
focusing on and investing in the fast-paced food and beverage
industry when it set up Sakae Sushi the next year.
Since then, Apex-Pal has developed and grown an exciting
stable of food and beverage brands and solutions, through its
flair for understanding consumer trends and its sensitivity to
the needs of diners. Today, Apex-Pal is more than a star on the
restaurant scene; the Group is also involved in franchising its
brands, in food import and distribution, in business-to-business
supplies and in event catering. As a young, dynamic
and innovative solutions provider, Apex-Pal
regularly breaks new grounds, offering
Singapore a taste of international
dining trends through brands
such as Sakae Sushi, Crepes
& Cream, Sakae Teppanyaki, Uma
Uma Men and Sho-U. Now and into
future, Apex-Pal remains committed to
growth through rewarding partnerships
its associates, while it continues to be
vitally engaged with the communities of
which it is a part of.
the
global
with
Annual Report 2006 • Leaping Forward •
1
Brands
Sakae Sushi, Apex-Pal’s flagship brand, is a
trendy quick service kaiten (conveyor belt)
sushi concept that has become synonymous
with a fun-filled, value for money dining
experience. As the only kaiten sushi chain to
offer a fuss free 2-tier pricing system, Sakae’s
customers can sit back and enjoy their meal
without having to constantly think and calculate
the bill they are chalking up.
From the very beginning, Sakae Sushi has
offered diners a unique dining experience. A
premier kaiten (sushi conveyor belt) restaurant,
it pioneered the concept of ‘Interactive Menu’
built into each table. The restaurant also
blazed trails in featuring an intercom system
and selfservice hot water taps integrated into
tables for fun, efficient and hassle-free dining.
Today, Sakae Sushi has become a byword
for excellence. For example, not only does
the chain use quality Japanese rice, the rice
used for the sushi served in our restaurants is
enriched with Vitamin E. Its outstanding quality
was recognized in 2003 when it was conferred
the Singapore Promising Brand Award.
Whichever countries they are found in, Sakae
Sushi pampers customers with a menu
featuring over 100 varieties of sushi. Selected
outlets also offer teppanyaki, Kaminabe and
Yakimono.
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• Annual Report 2006 • Leaping Forward
The specialty of Crepes & Cream is its
ingenious and inventive crepes. The restaurant
also offers dessert lovers an assortment of
delectable desserts and ice cream creations.
For its crepes, desserts and ice creams,
Crepes & Cream serves only Bud’s Ice Cream
of San Francisco. Bud’s Ice Cream is not only
rated one of the world’s best ice cream, it
is made from skimmed milk for a healthier
choice. For appetisers and main courses,
diners are presented with a menu featuring an
exciting medley of Italian, Japanese, Chinese
and Continental dishes.
Diverse as the menu is, the common thread
that runs throughout is an embrace of culinary
creativity, quality ingredients and supreme
freshness.
Sho-U is the symbol of unprecedented
boldness. Its design is inspired by the dramatic
intensity and vivid hues of Japanese Kabuki
theatre, providing a dining experience, which
juxtaposes the spirit of the ‘traditional’ with an
unconventional and surprising aesthetic.
The overall art direction of Sho-U is headed
by the critically acclaimed Mr Colin Seah,
whose work was awarded “Designs of the
Year 2006”. Other great hands that played a
part in shaping Sho-U into an image perfect
dining destination include Singaporean artist
Ms Lee Meiling, whose fabric art installations
of the sakura (cherry) flowers complement the
main walls, ceiling and private room, as well as
Ms Jo Soh of ‘I Love Hansel’ fame, who
designed the uniforms of all the service
consultants. Not forgetting the master of the
kitchen, Toshihiro Ueda - commonly known as
Tommy-san, who has 15 years of international
experience at the helm of restaurants.
It is hoped that Sho-U, which is derived
from ‘shoyu’ – an essential ingredient
in Japanese food, would live up to
its namesake and feature as on
essential in the diets of food loving
people here.
Brands
“Sakae” as the name is known in Japanese
means “growth”. Indeed, Sakae Sushi has
grown and evolved tremendously over the
years, living up to its promise of offering
customers a wide variety of high quality, great
tasting Japanese cuisine. In its quest to provide
customers with an odyssey of dining pleasures
comes Sakae Teppanyaki, the latest addition
to the chain of restaurants under Apex-Pal
International Ltd.
Nouvelle Events was established in April
2001. Today, through its central kitchen and
an experienced team of chefs, Nouvelle Events
is the vehicle that allows Apex-Pal to take its
innovativeness, expertise and resources in
food & beverage kitchens out of the confines
of the Group’s restaurants, and allow them to
be showcased at almost any venue.
One of its key functions is providing catering
services to private parties and corporate
clients. In this, Nouvelle is distinctive in being
the only caterer that offers kaiten sushi. This is
made possible by an award-winning patented
portable conveyor belt developed in-house by
Apex-Pal’s R&D team.
Last but not least, it also acts as the
central kitchen to the Sakae Sushi chain of
restaurants. Nouvelle Events prides itself on its
ability not only to offer quality Japanese food
but also a wide selection of Asian, Western
and international cuisine.
True to Apex-Pal’s spirit of innovation and
efficient use of technology, Uma Uma Men
(which means “Yummy Yummy Noodles”)
serves freshly made Japanese noodles and
is the first in Singapore to use a special
noodlemaking machine from Japan. Uma
Uma Men’s uniqueness also lies in its rich
and flavourful soup base, created specially
by Executive Chef Toshihiro Ueda of Sho-U.
The stock is boiled for no less than 8 hours
to accentuate the fresh taste and fragrance of
the noodles. The restaurant’s modern, bright
and lively interior, with strokes of orange
tones, exudes the same fresh, healthy and
fun appeal. With its open kitchen concept,
customers are also treated to an exciting
display of chefs making the noodles fresh
before their eyes.
Uma Uma Men features a select menu of over
50 classic and contemporary noodle dishes
from all time favourite Zaru Soba to exciting
new concoctions like Special Soba Set and
Salad Udon. With a choice of Tonkotsu (pork
bone) or Shio (salt) base for the noodles, in
addition to several a la carte items e.g. salads,
tofu and tempura, customers will be spoilt for
choice.
Set against a backdrop of contemporary
elegance Sakae Teppanyaki is casual dining
at its best. The large teppanyaki griddlle fitted
with a granite counter and lined with seats
round the edges is at the heart of this open
dining concept.
Inspired by the success of our all-time favourite
Chawanmushi, comes the Teppanyaki Seafood
Chawanmushi. The brilliant idea of using an
onion as a bowl is a classic example of the
innovative nature of Apex-Pal, allowing the
naturally distinctive flavour of the onion to seep
through. The tea bowl-shaped onion is filled
with an egg mixture and other ingredients like
shitake mushroom, kamaboko and crabstick. It
is then left to steam on the griddlle. Definitely a
classic Japanese dish with a twist!
Following in the footsteps of Sakae Sushi and
Uma Uma Men, Sakae Teppanyaki continues
the practice of offering customers with
healthier choices in the menu. With an assorted
selection of mushrooms and vegetables, you
can be sure there is something to satisfy
everyone. Our health-conscious customers
also have the choice of choosing between
polished or unpolished grains by including
Brown Rice in our menu in addition to Garlic
Rice and Fried Rice.
When it comes to the food, one can sense
the maturing and distinct deviations from
the existing Sakae Teppanyaki menu offered
in some Sakae Sushi outlets. Apart from the
poultry items of beef and chicken, Sakae
Teppanyaki has also added a unique touch to
its menu by creating the dish of Foie Gras with
Beef. The soft velvety texture of Foie Gras that
melts in your mouth makes this dish a musttry.
Sakae Teppanyaki’s flagship outlet hit the
scene on 4 January 2007 at Century Square.
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Letter to Shareholders
The Feast of The Year On the Global Stage
Savoring Success
Looking back on the definition of ‘Apex-Pal’ – reaching the ‘apex’ of our
lives on the foundation of friendships, we have made friends in different
parts of the world including China, Thailand, Indonesia, Malaysia, Hong
Kong, the Philippines, Moscow, and the United States. I am incredibly
grateful to this group of ‘pals’ who have enabled us to make the charge
in breaking new grounds.
We are proud to be one of the first few companies in Singapore to
confer the nationally acclaimed Workforce Skills Qualification (WSQ)
certification in Training. This is a milestone in our commitment towards
in-house training, and in up keeping our Apex-Pal global standard.
With over 60 outlets, our flagship brand Sakae Sushi has established an
even stronger presence in the region. Overlooking the straits of Malacca,
we opened 1 new outlet in Kuala Lumpur and 1 in Penang; across the
South China Sea, 2 new outlets in Beijing and 1 in Shanghai. In the
Philippines, we opened 1 new outlet. And finally in good old Singapore,
we opened 9 new outlets. Not to forget our new dessert concept store
launched in the year before, Crepes and Cream also saw 3 new outlets
open in the Philippines this past year. Year 2006 has seen a total addition
of 18 new outlets to our global network.
In December, we were one of the 9 selected Singaporean companies to
be conferred the “CitiBusiness-SPBA Regional Brand Award”, an award
further affirming our exuberant growth and development in the Asia
region.
The launch of our two new brands - Sakae Teppanyaki, a new teppanyaki
focused concept in Singapore, as well as Sho-U, our new young and hip
Japanese dining brand that targets the fast and furious, have already
crowned the beginning of this new year.
With much anticipation, we are exhilarated at the thought of our Hong
Kong and USA outlets opening in the first half of year 2007! Following
closely in line will be our Moscow new venture.
Apex-Pal is now primed for the world.
Hear the Trumpets
This has been a year of celebration as we watch our revenue rise 28.4%
from $51.9 million to $66.6 million in FY2006. The group’s excellent
performance was clearly reflected in our gross profits amounting up to
$48.7 million. Net operating cash flow averaged at a high of $7.7 million
with the group’s net cash position at $10.1 million.
Kudos to the group’s performance! In view of the outstanding returns,
the Directors have announced a first and final tax-exempt 1 tier dividend
of 1 cent per share and a special tax-exempt 1 tier dividend of 3.5 cents
per share. Truly, it is a year of harvest!
Taste and See
Taste and see the rollout of our new Sakae Sushi
menu encompassing over 200 different delectable
dishes! One of our new menu highlights is our
refreshing and well-received Vegetarian menu that is
being specially offered at a discounted price on the
15th day of each month on the Lunar calendar.
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On top of the fun and “chic” experience dining at an Apex-Pal restaurant,
we will strive towards creating personal dining moments for customers
as we expand outwards internationally and regionally in 2007. We hope
to invoke an unforgettable memory through the culmination of food and
service. We want every diner to not only remember their experience but
think of our restaurants as their first choice restaurants to dine at.
Talk about letting the creative juices flow! Amidst the growth of our HR,
Finance, Purchasing, and Business Development departments, we also
launched our very own Sakae line of merchandise through the dedicated
efforts of our Marketing department. This line of products includes
an attractive range from hand phone straps, plush toys to bedroom
slippers.
Together as a team and as ‘pals’, we hope to achieve internationally
acclaimed successes in every aspect of training, business and service.
Kampai!
All in all, I wish to thank our shareholders, staff, and business partners.
I know that none of the above would be possible without your generous
and continued contribution. To our shareholders and business partners,
thank you for your support and friendship. To the staff and management
team of Apex-Pal, thank you for your hard work and outstanding
performance.
Join us in celebrating this feast of the year.
Douglas Foo
Chairman and CEO
Letter to Shareholders
This has been a year of celebration
as we watch our revenue rise
28.4% from $51.9 million to $66.6
million in FY2006. The Group’s
excellent performance was
clearly reflected in our gross
profits amounting up to
$48.7 million. Net operating
cash flow averaged at a
high of $7.7 million with the
group’s net cash position at
$10.1 million.
5
Board Of Directors
DOUGLAS FOO
LIM CHEE
YONG
FOO LILIAN
6
CHAN WING LEONG
ANDY ONG
SIEW KWEE
Board of Directors
DOUGLAS FOO
FOO LILIAN
ANDY ONG SIEW KWEE
Douglas Foo has been a Director of the Group
since 17 February 1997. As Founder and
CEO of the Group, he undertakes the overall
management, strategic planning and business
development functions of the Group. Mr Foo
started off as a marketing executive before
his entrepreneurial spirit saw him set up a
garment trading firm in 1996. A year later, he
diversified into food & beverage with Sakae
Sushi and has since developed Apex-Pal into
the successful enterprise that it is today. Mr
Foo is the recipient of a string of illustrious
accolades and awards. He was presented with
the prestigious ASEAN Youth Award 2004 for
his contribution to youth and entrepreneurship.
He was also accorded the Singapore Youth
Award 2003 – the nation’s highest youth
accolade - for his exceptional entrepreneurial
achievements and notable service to the
community. He has been recognized with
the Rotary- ASME Entrepreneur of the Year
2002 by the Association of Small and Medium
Enterprises (ASME) and the Rotary Club
of Singapore, the Top Outstanding Young
Person Award 2002 by the Junior Chamber of
Singapore, and the Yazhou Zhoukan Chinese
Entrepreneur Award 2002 (Merit Award) by
Yazhou Zhoukan Limited. For his outstanding
management action in the food and beverage
industry, Mr Foo is presented the 6th
International Management Action Award by the
Chartered Management Institute, Singapore in
2007. Mr Foo holds a Bachelor’s Degree in
Business Administration (Finance) from the
Royal Melbourne Institute of Technology.
Foo Lilian was appointed as our Executive
Director on 2 May 2002 and is responsible
for the general management of our Company.
Ms Foo is also handling the group leasing,
business development aspect and all legal
matters for our company. Ms Foo is also
responsible for the consultancy, maintenance
and R&D work for all IT-related matters of
our Company. In 1997, Ms Foo joined the
Central Provident Fund Board where she
worked as a database administrator until
February 2000. She subsequently joined
Keppel TatLee Bank Limited in March 2000
as an assistant manager. Ms Foo left Keppel
TatLee Bank Limited in December 2000
to join our Company in January 2001. Ms
Foo holds a Graduate Diploma in Marketing
from The Chartered Institute of Marketing in
the United Kingdom, Bachelor’s Degree in
Science (Information Systems & Computer
Science) from the National University of
Singapore and a Master’s Degree in Business
Administration from Leicester University in the
United Kingdom.
Andy Ong Siew Kwee was appointed as our
Independent Director on 14 July 2003. Mr
Ong is the CEO of ERC Holdings Pte Ltd. He
oversees the regional development as well
as the merger and acquisition activities of
the firm. He is also the Founding President
of the Financial Planning Association
of Singapore, a professional body for
financial planners. He has written several best
selling books on financial management. As a
sought after financial authority, he appears
frequently on CNBC, Bloomberg and Channel
News Asia to speak on financial management
issues. Mr Ong is a Fellow of the American
Academy of Financial Management and
the International Professional Managers
Association.
Chief Executive Officer
Executive Director
LIM CHEE YONG
Independent Director
Lim Chee Yong was appointed as our
Independent Director on 14 July 2003. From
October 1982 to April 1987, Mr Lim served
as a senior corporate banking officer in
Overseas Union Bank Limited. In May 1987,
he joined Banque Paribas, Singapore Branch
as a deputy manager of banking, where he
stayed until April 1989. He was appointed
an executive director of Alliance Technology
and Development Limited, a company listed
on the Main Board of the SGX-ST, in May
1989. Mr Lim left Alliance Technology and
Development Limited in March 2000. Mr Lim
is also an independent director of Twinwood
Engineering Limited, a company listed on
the SGX-SESDAQ, since November 1997.
Mr Lim holds a Bachelor’s Degree (Honours)
in Banking, Insurance and Finance from the
University of Wales, United Kingdom and is
currently President & CEO of China Oceanis
Group of Companies.
CHAN WING LEONG
Chan Wing Leong was appointed as our
Independent Director on 30 April 2005. Mr
Chan holds an honours degree in Economics
from the University of Singapore, started
his career in the Administrative Service of
the Singapore Government in 1981, and
has held stints in several government posts
in the Ministry for Trade and Industry and
EDB, as well as in GLCs. Mr Chan was an
investment banker in the late 1980s to 1995
at Schroders PLC and Bankers Trust Corp in
both Singapore and Hong Kong. In 1995, he
returned to Singapore to be Chief Financial
Officer of Sembawang Corporation until
2001. In SembCorp, at various times, he held
parallel positions as Chairman of the boards of
Pacific Internet and Delifrance. Mr Chan also
was Chairman and CEO of EasyCall Limited
from 2001 to 2002, and was an independent
director of Colorland Animation Ltd for 3 years
until 2004. Currently, Mr Chan is a private
equity investor and a director of NTUC Choice
Homes Pte Ltd. He also volunteers at several
community organisations.
7
Operations Review
Apex-Pal International registered another
year of sterling growth – 28.4% on
the back of a turnover of $66.6 million
and a 41.2% increase in profit before
tax from $4.7 million in
FY2005 to $6.7 million in
FY2006.
The Group added a total of
18 outlets – an average of 1.5
per month - in China, Malaysia,
Philippines and Singapore
to number almost 60 outlets
across the region at the end of
FY2006.
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Operations Review
Sakae Sushi
Sales for Sakae Sushi was bolstered by a mix of strategies and innovation that enabled it to
stay ahead of its competition.
To tap on different day parts and to cater to changing lifestyles of consumers, Sakae Sushi
launched a supper buffet at selected outlets and created a special breakfast menu featuring
light, quick to go fare. It also launched with much success, its first 24 hour outlet at Changi
Airport.
With the trend towards a healthier lifestyle, Sakae Sushi also started serving vegetarian Japanese food in
some of its outlets to cater to vegetarians as well as health conscious customers, enlarging its customer base.
In ensuring that it remains relevant to today’s customers, Sakae Sushi launched its latest menu featuring new, mouth-watering dishes in
September. Almost a fifth of Sakae Sushi outlets received a make-over to ensure that customers can dine in a comfortable, trendy and
modern environment.
FY2006 also saw the development of Sakae Sushi’s own line of merchandise, ranging from plush toys, notebooks, pens to bedroom slippers,
to capitalize on the popularity of the brand.
Sakae Sushi’s island-wide delivery services went live full scale in FY2006 to serve all time favourites from Sakae Sushi as well as a newly
created range of innovative Japanese pizzas. By offering added convenience to customers to complement an increasingly fast paced lifestyle,
Sakae is able to keep up with latest lifestyle trends and to tap on another growing market segment.
Sakae Sushi also continued to expand in overseas markets in FY2006.
It made its first foray into Beijing with its first outlet opening in Twins Tower in March 2006. Capitalising
on its success, a second outlet followed quickly on its heels in September at Capitaretail. Apex-Pal
acquired two other Japanese conveyor belt sushi outlets which will be renovated and converted to
Sakae Sushi in FY2007.
Its second outlet in Malaysia opened at Subang Parade, a suburban mall in the Klang Valley in May
2006, while its second outlet in the Philippines opened at Mall of Asia in Manila.
In Thailand, new life was breathed into Sakae Sushi’s Chiangmai outlet, which received a refreshing new, modern
look, coupled with the launch of its new menu.
Crepes & Cream
Crepes & Cream, buoyed by its successful launch in the Philippines in FY2005, successfully opened another 3 outlets in FY2006.
Crepes and Cream at Mall of Asia 1, Mall of Asia 2 and Rockwell Centre were added in FY2006 to its existing portfolio of
Fort Bonifacio and The Podium, bringing the total number of Crepes and Cream to 5 in Manila.
New Concept: Sakae Teppanyaki
December 2006 witnessed the inaugural opening of the Group’s latest concept, Sakae Teppanyaki at
Century Square. The concept, which centres around a niche form of Japanese cooking using the
Teppanyaki, which is Japanese for iron griddle, treats customers to a visual and aromatic feast as
they watch the Teppanyaki chefs whip up their meal before their eyes. Sakae Teppanyaki also
emphasizes freshness, serving live lobsters, live oysters that are shucked and cooked only upon request.
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Key Management
Koh Yen Khoon
Caren Poon Ch’un
Ms Koh Yen Khoon has been our Executive Vice President since May
1998. Her duties include overseeing local and overseas operations, and
setting strategic development plans. Prior to joining the Group, Ms Koh
was an auditor with Deloitte & Touche since May 1995. Ms Koh holds
a Bachelor of Accountancy degree from the Nanyang Technological
University.
Ms Caren Poon started her career in August 2000 with International
Enterprise Singapore, assisting companies internationalize. Ms Poon
joined the Group in February 2005 and is currently in charge of the
Group’s operations in Malaysia. She holds a Bachelor’s degree in
Economics & European Studies from National University of Singapore.
Executive Vice President
Gladys Lim Cheng Leng
Vice President – Nouvelle Events
Ms Gladys Lim joined the Group in May 1999 and has been our Vice
President (Nouvelle Events) since June 2002. She is responsible for
the management of the operations and business of our catering arm,
Nouvelle Events. Ms Lim graduated from the CBS (Accounting) course
from the Singapore Institute of Technical Education.
Phyllis Phua Lee Boon
Vice President – Group Finance & Administration
Ms Phyllis Phua is responsible for the Group’s accounting, finance, tax
and administration functions. Prior to joining the Group in January 2003,
Ms Phua was an auditor with Deloitte & Touche since August 1998. She
holds a Bachelor of Accountancy degree from the Nanyang Technological
University and is a Certified Public Accountant in Singapore.
May Foo Bee Kee
Vice President – Group Human Resource & Development
Prior to joining the Group in January 2002, Ms May Foo’s experience
in human resource was developed through her employment with Gain
City Best-Electric Pte Ltd, Powermatic Data Systems Limited and
Overseas Union Bank Limited in their respective human resource and
training departments. In her current capacity, Ms Foo is responsible
for managing human resource and training activities, developing and
administering policies and all other matters in connection with human
resources and development in the Group. Ms Foo holds a Diploma in
Quality Engineering from Temasek Polytechnic and a Graduate Diploma
in Personnel Management from the Singapore Institute of Management.
In addition, she has obtained an Advanced Food Hygiene Certification
from Ngee Ann Polytechnic and is a certified behavioural analysis
consultant by The Institute of Motivational Living from New Castle,
Pennsylvania (USA).
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General Manager - Malaysia
Ye Qingying
General Manager - Beijing
Ms Ye Qingying joined the Group in September 2004 and is currently
the General Manager in charge of the Group’s operations in Beijing.
Prior to joining the Group, Ms Ye was with Yantai Dongfang Electronics
Information Industry Co., Ltd. She holds a Master’s Degree in Business
Administration from Tsinghua University.
Lynn Teo Jianwen
General Manager - USA
Ms Lynn Teo joined the Group in December 2006 and is in charge of
the Group’s operations in USA. She was previously an Art Director
and has worked on several corporate accounts including 85 Broads,
Panasonic and IBM. She holds a Bachelor of Fine Arts in Advertising
from the School of Visual Arts.
Chew Ai Yih
Acting General Manager - Shanghai
Ms Chew Ai Yih is currently responsible for the Group’s operations in
Shanghai. She has more than 10 years of relevant experience in the
F&B industry prior to joining the Group in 2005. She holds a Bachelor
of Business Administration degree from the National University of
Singapore.
Soga Yoshiko
General Manager - Hong Kong
Ms Soga Yoshiko joined the Group in September 2004 as Assistant Vice
President of Marketing cum Product Development. She is now currently
heading the Group’s operations in Hong Kong. She holds a Bachelor of
Arts in Food and Nutritional Science from the University of Shizuoka.
Corporate Structure
Sakae
Sushi
Sho-U
Crepes &
Cream
PT. Apex Pal
International
Apex-Pal
Investment
Pte. Ltd.
Nouvelle
Events
Apex-Pal
Malaysia Sdn
Bhd
Sakae Sushi
(HongKong)
Ltd
Shanghai
Apex-Pal Co.,
Ltd
Apex-Pal
International
(Beijing) Ltd
Innotech
Consulting
Sakae
Teppanyaki
Uma Uma
Men
Hibiki
Japanese
Restaurant
Apex-Pal
Shanghai
Co., Ltd
Apex-Pal
(USA) Inc.
Apex-Pal
F&B (Beijing)
Ltd
11
Social and Recreation Activities
Apex-Pal Annual Dinner & Dance
Giving to the Community
Apex-Pal Annual Dinner & Dance is held on
a yearly basis for all Apex-Pal associates
where all employees let their hair down for an
enjoyable dinner together, like a big family.
Yearly Chinese New Year Visit &
Reunion Dinner
Human Resource & Colleagues Yearly
Get-Together Sessions
Human Resource Department will organise
yearly Get-Together Sessions with our fellow
colleagues to share about the latest Human
Resource policies as well as new staff welfare
benefits.
It is also a feedback session where employee
share their experiences with our HR colleagues
and provide suggestions on creating a better
working environment.
In an effort to spread the festive atmosphere
and the celebration of the Lunar New Year to the
less fortunate and needy, volunteers from the
Group, comprising staff from all departments,
visited the elderly tenants of rental apartments
in Radin Mas areas which include Redhill Close,
Telok Blangah Crescent, Telok Blangah Rise
and Henderson Road on a yearly basis. The
majority of these elderly tenants are single, over
60 years of age, unemployable, failing in health
and do not have any relatives or kins to depend
on for care or support.
The Group donated a host of necessities such
as toiletries, towels and medicated oil in a bid to
help ease their daily discomforts. Hopefully, our
efforts made a difference in the lives of these
less fortunate in the festive period.
Apex-Pal Overseas Trip
A 1-day overseas trip to Malaysia was specially
organized for our Apex-Pal’s associates and
their family members.
It was an enjoyable day filled with educational
tours to fruit & herbs farm as well as temple
visits. Sumptuous seafood lunch and a 8course Chinese dinner were provided and of
course not be missed out : Shopping @ the
newly opened JUSTCO Shopping mall.
Through these outings, we hope to forge
closer ties between the company, our fellow
colleagues and their loved ones.
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Yearly Excursion for Students of MINDS
Apex-Pal Soccer Team
As part of the health promotion effort, our fellow
colleagues have come together and form our
very own Apex-Pal’s soccer team.
Apex-Pal orgainses yealy excursion outing
to educationally sub-normal (ESN) students
of ages 14 to 18 and teachers from various
MINDS school.
The students and teachers will learn the art
of sushi-making from our experienced Chef.
With the help of our staff who volunteered their
assistance, the students thoroughly enjoyed
their learning experience while our volunteers
in turn learnt the art of patience and effective
communication. We hope that this initiative
has helped to open doors to possible career
opportunities for these students.
Social and Recreation Activities
Human Resource Development
Workforce Skills Qualification –
Food & Beverage Apex-Pal International Ltd has officially been
certified as a Workforce Skills Qualification
(WSQ) Training Centre by Workforce
Development Agency (WDA) since 2006
With the F&B WSQ in place, employers in the
F&B industry will be able to recruit employees
with a national certificate that is recognised
by all. This will be helpful for employers
as the employees with this skills-based
qualifications, are people who have been
assessed to be competent in a particular skill.
This way, employers are able to save time by
not retraining the new employees what they
already know or are competent in. It is a winwin outcome for all parties as productivity and
profitability of a business often depends on the
qualities and skills of its employees.
Diploma Graduates - Tourism & Hospitality
Management
We have a total of 16 employees who went
for the Diploma in Tourism & Hospitality
Management fully sponsored by our Company.
This Diploma is designed to prepare individual
seeking the exciting and rapidly growing
tourism and hospitality industry. The objective
of this Diploma is to provide them with a
high level of interpersonal skills, range of
identification and analytical problem skills and
strategies practical to the industry.
As part of the Company’s lifelong learning
commitment, we are proud to be able to
provide continuous opportunities for our fellow
colleagues for their personal development and
upgrading.
Excellent Service Award
We have a total of 210 Excellent Service Award
recipients for year 2006: - 46 Star Winners, 67
Gold Winners (Executive & Non-Executive), 97
Silver Winners. Going the Extra Miles (GEM) for
our guests and fellow colleagues.
Apex-Pal Team Building Programme
Team building programme were organised for
all Management and Restaurant Managers as
well as for office colleagues in year 2006. The
objectives for the teambuilding programme are
to foster better relationships and communication
among colleagues as well as to share the
company’s objectives for the upcoming year
ahead.
13
Taking A Leap Forward
USA
CHINA
HONGKONG
PHILIPPINES
THAILAND
SINGAPORE
MALAYSIA
INDONESIA
14
Financial Highlights
Revenue
(S$ MILLION)
Profit before tax
(S$ MILLION)
80000
8000
70000
7000
60000
66,645
50000
3000
36,645
23,481
2,679
2,796
1000
2002
2003
2004
Year
2005
0
2006
Net Tangible Assets Per Share
(CENTS)
2002
2003
2004
Year
2005
2006
Earnings Per Share
(CENTS)
4.0
15
14.45
12
12.74
9
3.5
3.46
3.0
2.5
10.09
6
2.14
1.5
6.03
3.74
2.86
2.0
8.82
1.96
1.0
3
0
3,305
2000
10000
0
4,743
4000
45,161
30000
20000
5000
51,905
40000
6,697
6000
0.5
2002
RESULTS 2003
2004
Year
2005
0
2006
2002 S$’000 2003 S$’000 2002
2003
2004
Year
2005
2006
2004 S$’000 2005
S$’000
2006
S$’000
Revenue 23,481 36,645 45,161 Profit before tax 3,305 2,679 2,796 Profit attributable to shareholders
2,570 2,049 2,085 51,905
4,743
66,645
6,697
3,684
5,081
Non-current assets 4,662 4,169 4,833 Net current assets 2,409 5,553 6,230 Non-current liabilities 1,600 298 301 Shareholder’s equity 5,471 9,424 10,762 Net tangible assets per share (cents)
6.03 8.82 10.09 Earnings per share (cents) 2.86 2.14 1.96 4,627
9,238
289
13,576
12,433
8,503
421
20,515
12.74
3.46
14.45
3.74
15
Corporate Information
Board of Directors
Douglas Foo Peow Yong Foo Lilian Andy Ong Siew Kwee Lim Chee Yong Chan Wing Leong Chief Executive Officer
Executive Director /
Executive Vice President
Audit Committee
Lim Chee Yong Chan Wing Leong
Andy Ong Siew Kwee
Chairman
Company Secretaries
Auditors
Phyllis Phua Lee Boon CPA, Singapore
Lim Chee Ying LLB, Hons, ACIS
Deloitte & Touche
Certified Public Accountants
6 Shenton Way, #32-00
DBS Building Tower Two
Singapore 068809
Partner-in-charge: Aric Loh Siang Khee
Date of appointment: 19 March 2003
Registered Office
10 Collyer Quay,
#13-01/05 Ocean Building
Singapore 049315
Company Registration No. 199604816E
Tel: (65) 6438 6629
Fax: (65) 6438 6639
Share Registrar
Nominating Committee
Lim Chee Yong Chairman
Chan Wing Leong
Douglas Foo Peow Yong
Remuneration Committee
Chan Wing Leong Chairman
Lim Chee Yong
16
Lim Associates (Pte) Ltd
3 Church Street
#08-01 Samsung Hub
Singapore 049483
Principal Bankers
• Citibank, N.A.
• Standard Chartered Bank
• The Hongkong and Shanghai Banking
Corporation Limited
FINANCIAL CONTENTS
Corporate Governance Report • 18
Report of the Directors • 27
Independent Auditors’ Report • 30
Balance Sheets • 31
Consolidated Profit and Loss Statement • 32
Statements of Changes in Equity • 33
Consolidated Cash Flow Statement • 34
Notes to the Financial Statement • 35
Statement of Directors • 57
Statistics of Shareholdings • 58
Shareholders’ Information • 59
Notice of Annual General Meeting • 60
Proxy Form
Corporate Governance Report
Apex-Pal International Ltd. (the “Company”) and together with its subsidiaries, (the “Group”) continuously committed to maintaining a high
standard of corporate governance and has put in place self-regulatory corporate practices to protect the interests of its shareholders and
enhance long-term shareholder value.
The Board of Directors (the “Board”) is pleased to report compliance of the Company with the benchmark set by the Code of Corporate
Governance 2005 (the “Code”), except where otherwise stated.
BOARD MATTERS
Principle 1: Board’s Conduct of Affairs
Apart from its statutory duties and responsibilities, the Board oversees the management and affairs of the Group. It focuses on strategies and
policies, with particular attention paid to growth and financial performance. It delegates the formulation of business policies and day-to-day
management to the Executive Directors.
The principal functions of the Board are:
(a) to approve the Group’s key business strategies and financial objectives;
(b) to approve major investments and divestments, and funding proposals;
(c) to oversee the processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance; and
(d) to assume responsibility for corporate governance.
The Board discharges its responsibilities either directly or indirectly through Board Committees such as Nominating Committee, Remuneration
Committee and Audit Committee. These committees function within clearly defined terms and references and operating procedures, which are
reviewed on a regular basis. The effectiveness of each committee is also constantly reviewed by the Board.
Every Executive Director receives appropriate training to develop individual skills in order to discharge his or her duties. The Group also provides
extensive information about its history, mission and values to the Directors.
The Board holds at least two scheduled meetings each year to review and deliberate on the key activities and business strategies of the Group,
including reviewing and approving acquisitions, financial performance, and to endorse the release of the interim and annual financial results.
Where necessary, additional meetings may be held to address significant transactions or issues. The Company’s Articles of Association permit a
Board meeting to be conducted by way of tele-conference and video-conference.
18
Corporate Governance Report (cont’d)
The number of Board and Board Committee Meetings held in FY2006 and the attendance of each member of the Board is as follows:-
Name of Director
Foo Lilian
Lim Chee Yong
Andy Ong Siew Kwee
Chan Wing Leong
Board
No. of Meetings
No. of Meetings
Held
Attended
2
2
2
2
2
2
2
2
2
2
Audit Committee
No. of Meetings
No. of Meetings
Held
Attended
3
3
3
3
3
3
Name of Director
Foo Lilian
Lim Chee Yong
Andy Ong Siew Kwee
Chan Wing Leong
Remuneration Committee
No. of Meetings
No. of Meetings
Held
Attended
2
2
2
2
2
2
Nominating Committee
No. of Meetings
No. of Meetings
Held
Attended
1
1
1
1
1
1
During the financial year, the directors received briefings on regulatory changes to the Listing Manual of the SGX-ST and changes to the
Accounting Standards. The directors also received updates on the business of the Group through regular presentations and meetings
Principle 2: Board Composition and Guidance
The Board comprises:
Executive Directors:
Douglas Foo Peow Yong Foo Lilian
(Executive Director and CEO)
(Executive Director)
Non-Executive Directors:
Andy Ong Siew Kwee
Lim Chee Yong
Chan Wing Leong
(Non-executive and Independent Director)
The Directors appointed are qualified professionals who possess a diverse range of expertise to provide a balanced view within the Board.
Key information regarding the Directors’ academic and professional qualifications and other appointments is set out on page 7 of the Annual
Report.
The independence of each Director is reviewed by the Nominating Committee. The Nominating Committee adopts the definition of what
constitutes an Independent Director from the Code.
The Board has examined its size and is of the view that it is an appropriate size for effective decision-making, taking into account the scope and
nature of the operations of the Company. The composition of the Board will be reviewed on an annual basis by Nominating Committee to ensure
that the Board has the appropriate mix of expertise and experience.
19
Principle 3: Role of Chairman and Chief Executive Officer
It is the view of the Board that it is in the best interests of the Group to adopt a single leadership structure, i.e. where the CEO and the Chairman
of the Board is the same person, so as to ensure that the decision-making process of the Group would not be unnecessarily hindered.
The Board is of the view that there are sufficient safeguards and checks to ensure that the process of decision making by the Board is
independent and based on collective decisions without any individual exercising any considerable concentration of power or influence. Further,
all the Board committees are chaired by Independent Directors of the Company.
The Group’s Chairman and CEO is Mr Douglas Foo Peow Yong, who is responsible for the day-to-day operations of the Group, as well as
monitoring the quality, quantity and timeliness of information flow between the Board and the management. Mr Foo is the founder of the Group
and has played a key role in developing the Group’s business. Through the Group’s successful development in these few years, Mr Foo has
demonstrated his vision, strong leadership and enthusiasm in this business.
Mr Andy Ong Siew Kwee will be appointed as the lead independent director of the Company, who is being made available to shareholders
where they have concerns when contact through the normal channels of the Chairman or CEO has failed to resolve or for which such contact
is inappropriate.
Principle 6: Access to Information
To assist the Board in fulfilling its responsibilities, the Board is provided with management reports containing complete, adequate and timely
information, and papers containing relevant background or explanatory information required to support the decision-making process. The Board
is also provided with updates on the relevant new laws, regulations and changing commercial risks in the Company’s operating environment.
Orientation to the Company’s business strategies and operations is conducted as and when required.
All Directors have separate and independent access to senior management and to the Company Secretaries. At least one of the Joint Company
Secretaries attends all Board meetings and prepare minutes of meetings, and assist the Chairman in ensuring that Board procedures are followed
and reviewed so that the Board functions effectively, and the Company’s Articles of Association and relevant rules and regulations, including
requirements of the Companies Act and the Listing Manual of Singapore Exchange Securities Trading Limited (SGX-ST), are complied with.
In the event that the Directors, whether as a group or individually, require independent professional advice in the furtherance of their duties, the
cost of such professional advice will be borne by the Company.
BOARD COMMITTEE
Nominating Committee (“NC”)
Principle 4: Board Membership
The NC comprises Mr Lim Chee Yong as Chairman, Mr Chan Wing Leong and Mr Douglas Foo Peow Yong as members. The majority of whom,
including the Chairman of the NC, are independent non-executive directors. The Chairman of the NC is not associated in any way with any
substantial shareholders of the Company.
20
The Board has approved written terms of reference of the NC. The NC is responsible for:(a) reviewing and making recommendations to the Board on all candidates nominated for appointment to the Board;
(b) reviewing all candidates nominated for appointment as senior management staff;
(c) reviewing and recommending to the Board on an annual basis, the Board structure, size and composition, taking into account the balance
between Executive and Non-Executive, Independent and Non-Independent Directors and having regard at all times to the principles of
corporate governance and the Code;
(d) procuring that at least one-third of the Board shall comprise Independent Directors;
(e) making recommendations to the Board on the continuation of the services of any Director who has reached the age of 70;
(f) identifying and making recommendations to the Board as to which Directors are to retire by rotation and to be put forward for re-election at
each Annual General Meeting (“AGM”) of the Company, having regard to the Directors’ contribution and performance, including Independent
Directors;
(g) determining whether a Director is independent (taking into account the circumstances set out in the Code and other salient factors); and
(h) proposing a set of objective performance criteria to the Board for approval and implementation, to evaluate the effectiveness of the Board
as a whole and the contribution of each Director to the effectiveness of the Board.
All Directors are subject to the provisions of the Company’s Articles of Association whereby one-third of the Directors are required to retire and
subject themselves to re-election by shareholders at every AGM.
A newly-appointed Director will have to submit himself for re-election at the AGM immediately following his appointment and, thereafter, be
subjected to the one-third-rotation rule.
The NC recommended to the Board that Mr Douglas Foo Peow Yong and Ms Foo Lilian be nominated for re-appointment at the forthcoming
AGM.
In making the recommendation, the NC had considered the Directors’ overall contribution and performance.
When a vacancy arises under any circumstances, or where it is considered that the Board would benefit from the services of a new director with
particular skills, the NC, in consultation with the Board, determines the selection criteria and identifies candidates with the appropriate expertise
and experience for the position. The NC then nominates the most suitable candidate to be appointed to the Board. Under the Company’s Articles
of Association, any director appointed by the Board shall hold office only until the conclusion of the next Annual General Meeting and shall then
be eligible for re-election at that meeting.
Principle 5: Board Performance
On an annual basis, the NC in consultation with the Chairman of the Board, will review and evaluate the performance of the Board as a whole,
taking into consideration the attendance record at the meetings of the Board and Board Committees and also the contribution of each director
to the effectiveness of the Board.
21
The NC conducted an assessment of the functions and effectiveness of the Board as a whole and the contribution of each director to the
effectiveness of the Board in financial year 2006. The assessment report was reviewed by the Board and the recommendations duly noted. The
assessment concentrated on a number of factors, including achieving financial targets, performance of the Board, performance of individual
director’s vis-à-vis attendance and contributions during board meetings.
Remuneration Committee (“RC”)
Principle 7: Procedures for Developing Remuneration Policies
The RC comprises Mr Chan Wing Leong as Chairman and Mr Lim Chee Yong and Mr Douglas Foo Peow Yong as members. The majority of whom,
including the Chairman of the RC, are independent and non-executive directors.
The Board has approved written terms of reference of the RC. The RC is responsible for:(a) recommending to the Board a framework of remuneration for the Board and the key executives of the Group covering all aspects of
remuneration such as Director’s fees, salaries, allowances, bonuses, options and benefits-in-kind;
(b) proposing to the Board, appropriate and meaningful measures for assessing the performance of the Executive Directors;
(c) determining the specific remuneration package for each Executive Director;
(d) considering the eligibility of Directors for benefits under long-term incentive schemes; and
(e) considering and recommending to the Board the disclosure of details of the Company’s remuneration policy, level and mix of remuneration
and procedure for setting remuneration and details of the specific remuneration packages of the Directors and key executives of the
Company to those required by law or by the Code.
In carrying out the above responsibilities, the RC may obtain independent external legal and other professional advice as it deems necessary. The
expenses of such advice shall be borne by the Company.
The RC’s recommendations are made in consultation with the Chairman of the Board and submitted to the entire Board for endorsement. The
payment of fees to non-executive directors is subject to approval at the annual general meeting of the Company. The Directors are not involved
on deciding their own remuneration. The members of the RC do not participate in any decisions concerning their own remuneration.
22
Principle 8: Level and Mix of Remuneration
The Company sets remuneration packages to ensure that it is competitive and sufficient to attract, retain and motivate Directors and senior
management of the required experience and expertise to run the Company successfully. The following tables show a breakdown of the
remuneration of Directors and five key executives for 2006.
Salary
%
Bonus
%
Directors’
Fees
%
Incentive and
other benefits
%
Total
%
$500,000 and above
53
45
-
2
100
$250,000 to below $500,000
Foo Lilian
55
42
-
3
100
-
-
100
100
100
-
100
100
100
Salary
%
Bonus
%
Incentive and
other benefits
%
Total
%
-
-
-
-
$250,000 to below $500,000
Koh Yen Khoon
65
32
3
100
Below $250,000
Lim Cheng Leng, Gladys
Phua Lee Boon, Phyllis
Foo Bee Kee, May
Poon Ch’un, Caren
59
62
76
63
7
30
12
9
34
8
12
28
100
100
100
100
Remuneration band & name of director
Below $250,000
Lim Chee Yong
Andy Ong Siew Kwee
Chan Wing Leong
Remuneration band & name
of key executive
$500,000 and above
Nil
One of the employees, whose remuneration exceeds $150,000 during the year, is an immediate family member of Mr Douglas Foo Peow Yong,
CEO.
The remuneration of the Non-Executive and Independent Directors is in the form of a fixed fee. The remuneration of the Directors will be subject
to approval at the AGM.
The Company had renewed the service agreements with the two Executive Directors namely Mr Douglas Foo Peow Yong and Ms Foo Lilian
respectively on 16 July 2006 for another year. The service agreements cover the terms of employment, specifically salaries and bonuses.
23
The Company has a share option scheme known as Apex-Pal Employee Share Option Scheme (the “ESOS”) which was approved by shareholders
of the Company. The ESOS complies with the relevant rules as set out in Chapter 8 of the Listing Manual. The ESOS will provide eligible
participants with an opportunity to participate in the equity of the Company and to motivate them towards better performance through increased
dedication and loyalty. The ESOS is administered by the RC. No options were granted under the ESOS during the financial year ended 31
December 2006.
Audit Committee (“AC”)
Principle 11: Audit Committee
The AC comprises Mr Lim Chee Yong, Mr Chan Wing Leong and Mr Andy Ong Siew Kwee. The Chairman of the AC is Mr Lim Chee Yong. All of
the AC including the Chairman of the AC, are independent and non-executive directors.
The Board has approved the written terms of reference of the AC. Its functions are as follows:(a) review and evaluate financial and operating results and accounting policies;
(b) review audit plan of external auditors, their evaluation of the system of internal accounting controls and their audit report;
(c) review the Group’s financial results and the announcements before submission to the Board for approval;
(d) review the assistance given by the management to external auditors;
(e) consider the appointment/ re-appointment of external auditors;
(f) review interested person transactions; and
(g) other functions as required by law or the Code.
The AC meets regularly and also holds informal meetings and discussions with the management from time to time, The AC has full discretion to
invite any Director or executive officer to attend its meetings.
The AC has been given full access to and obtained the co-operation from the management of the Company. The AC has reasonable resources
to enable it to discharge its functions properly.
The AC has met with the external auditors without the presence of the management to review matters that might be raised privately. The AC also
met with the external auditors to discuss the results of their examinations and their evaluations of the systems of internal accounting controls.
The AC has reviewed the volume of non-audit services to the Group by the external auditors, and being satisfied that the nature and extent of
such services will not prejudice the independence and objectivity of the external auditors, is pleased to recommend their re-appointment.
The AC is in the process of establishing a whistle blowing policy to enable persons employed by the Group a channel to report any suspicions
of non-compliance with regulations, policies and fraud, etc, to the appropriate authority for resolution, without any prejudicial implications for
these employees. The AC will be vested with the power and authority to receive, investigate and enforce appropriate action when any such noncompliance matter is brought to its attention.
24
Principle 12 and 13: Internal Controls and Internal Audit
The Board is cognizant of its responsibility for maintaining a sound system of internal controls to safeguard the shareholders’ investments and
the Group’s assets and business. The Company’s external auditors, Deloitte & Touche, will carry out, in the course of their statutory audit, a review
of the effectiveness of the Company’s material internal controls, annually to the extent of their scope as laid out in their audit plan. Material noncompliance and internal control weaknesses noted during their audit, and the auditors’ recommendations, are reported to the AC members.
For FY2006, the Board is of the view that based on the reports from the auditors, the system of internal controls that has been maintained by
the Company’s management throughout the financial year is adequate to meet the needs of the Company.
KPMG has been appointed in January 2005 as the Company’s internal auditors for the purposes of reviewing the effectiveness of the Company’s
material internal controls. The AC has reviewed the internal audit programme, the scope and results of internal audit procedures and is satisfied
that the internal audit function is adequately resourced and has appropriate standing within the Company.
COMMUNICATION WITH SHAREHOLDERS
Principle 10: Accountability
The board is accountable to the shareholders and is mindful of its obligations to furnish timely information and to ensure full disclosure of
material information to shareholders in compliance with statutory requirements and the Listing Manual.
The Board provides the shareholders with a detailed and balanced explanation and analysis of the Group’s performance, position and prospects
on a half-yearly basis.
The management provides the Board with appropriately detailed management accounts of the Group’s performance, position and prospects on
a half-yearly basis.
Principles 14 and 15: Communications with Shareholders
The Company does not practise selective disclosure. Information on any new initiatives is disseminated via SGXNET, news releases and the
Company’s website. Price-sensitive information is publicly released on an immediate basis where required under the Listing Manual. Where an
immediate announcement is not possible, the announcement is made as soon as possible to ensure that shareholders and the public have a
fair access to the information.
The AGM of the Company is a principal forum for dialogue and interaction with all shareholders. All shareholders will receive the Annual Report
and the notice of AGM. At the AGM, shareholders will be given the opportunity to voice their views and to direct questions regarding the Group
to the Directors including the chairpersons of each of the Board committees. The external auditors are also present to assist the Directors in
addressing any relevant queries from the shareholders.
The Company ensures that there are separate resolutions at general meetings on each distinct issue.
The Company’s Articles of Association allow a member of the Company to appoint one or two proxies to attend and vote at general meetings.
25
RISK MANAGEMENT
(Listing Manual Rule 1207(4)(b)(iv))
The Company does not have a Risk Management Committee. However, the management regularly reviews the Company’s business and
operational activities to identify areas of significant business risks as well as appropriate measures to control and mitigate these risks. The
management reviews all significant control policies and procedures and highlights all significant matters to the Directors and the AC.
SECURITIES TRANSACTIONS
(Listing Manual Rule 1207(18))
The Company will put in place an internal code on dealings in securities with respect to dealings in securities by Directors and officers of
the Group. Directors, management and officers of the Group who have access to price-sensitive, financial or confidential information are not
permitted to deal in the Company’s shares during the periods commencing one month before the announcement of the Group’s annual or halfyearly results and ending on the date of announcement of such results, or when they are in possession of unpublished price-sensitive information
on the Group. To provide further guidance to employees on dealing in the Company’s shares, the Company has adopted a code of conduct on
transactions in the Company’s shares.
MATERIAL CONTRACTS
(Listing Manual Rule 1207(8))
Save for the service agreements between the Executive Directors and the Company, there were no material contracts of the Company or its
subsidiaries involving the interest of any Director or controlling shareholders subsisting as at the financial year ended 31 December 2006.
INTERESTED PARTY TRANSACTIONS
(Listing Manual Rule 907)
The Company has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the AC and
that the transactions are on an arm’s length basis.
The Company confirms that the aggregate value of all interested person transactions during the financial year under review is less than
S$100,000.
26
Report of the Directors
The directors present their report together with the audited consolidated financial statements of the group and balance sheet and statement of
changes in equity of the company for the financial year ended December 31, 2006.
1
DIRECTORS
The directors of the company in office at the date of this report are:
Foo Lilian
Andy Ong Siew Kwee
Lim Chee Yong
Chan Wing Leong
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 Interest in Apex-Pal International Ltd. (Ordinary shares)
Andy Ong Siew Kwee
#
At
January 1,
2006
Shareholdings registered
in the name of director At
December 31,
2006
At
January 21,
2007
88,799,640#
266,400#
88,799,640
470,400
88,799,640
470,400
Adjusted for the bonus share issue during the financial year on the basis of 1 bonus share to be credited as fully paid for every 5
existing shares.
By virtue of section 7 of the Singapore Companies Act, Douglas Foo Peow Yong is deemed to have an interest in the company and all the
related corporations of the company.
27
Report of the Directors (cont’d)
4
DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS
Since the beginning of the financial year, no director of the company has received or become entitled to receive a benefit which is
required to be disclosed under Section 201(8) of the Singapore Companies Act, 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
SHARE OPTIONS
a)
The Apex-Pal Employees’ Share Option Scheme (“the ESOS”) was approved by the shareholders of the company at an Extraordinary
General Meeting held on July 14, 2003.
The committee administering the Scheme comprises:
Chan Wing Leong
(Chairman)
Lim Chee Yong
Under the Share Option Scheme, an option entitles the option holder to subscribe for a specific number of new ordinary shares in
the company comprised in the option at the subscription price per share determined with reference to the market price of the shares
at the time of grant of the option. The Share Option Committee may at its discretion, fix the subscription price at a discount up to
20% off market price. Options granted with the subscription price set at the market price shall only be exercised after the first
anniversary of the date of grant of that option. Options granted with the market price set at a discount to the market price shall only be
exercised after the second anniversary. The shares under option may be exercised in whole or in part on the payment of the relevant
subscription price. Options granted under the ESOS will have a life span of ten years.
There were no unissued shares of the company under options granted pursuant to the Share Option Scheme.
b) During the financial year, no options to take up unissued shares of the company or its subsidiaries was granted and there were no
shares of the company or its subsidiaries issued by virtue of the exercise of an option to take up unissued shares.
c)
At the end of the financial year, there were no unissued shares of the company or its subsidiaries under option.
6
AUDIT COMMITTEE
The Audit Committee of the company is chaired by Mr Lim Chee Yong, a non-executive director, and includes Mr Andy Ong Siew Kwee, a
non-executive director and Mr Chan Wing Leong, a non-executive director. The Audit Committee has met three times since the last Annual
General Meeting (“AGM”) and has reviewed the following, where relevant, with the executive directors and the external and internal auditors
of the company:
a)
the audit plans and results of the external and internal auditors’ examination and evaluation of the group’s systems of internal
accounting controls;
b) the group’s financial and operating results and accounting policies;
c)
28
the financial statements of the company and the consolidated financial statements of the group before their submission to the
directors of the company and the external auditors’ report on those financial statements;
Report of the Directors (cont’d)
6
AUDIT COMMITTEE (CONT’D)
d) the half-yearly and annual announcements as well as the related press releases on the results and financial position of the company
and the group;
e)
the co-operation and assistance given by the management to the group’s external auditors; and
f)
the re-appointment of the external auditors of the group.
The Audit Committee has full access to and co-operation of the management and has been given the resources required for it to discharge
its function properly. It also has full discretion to invite any director and executive officer to attend its meetings. The external and internal
auditors have unrestricted access to the Audit Committee.
The Audit Committee has recommended to the directors the nomination of Deloitte & Touche for re-appointment as external auditors of the
group at the forthcoming AGM.
7
AUDITORS
The auditors, Deloitte & Touche, have expressed their willingness to accept re-appointment.
ON BEHALF OF THE DIRECTORS
Foo Lilian
March 12, 2007
29
Independent Auditors’ Report
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF APEX-PAL INTERNATIONAL LTD.
We have audited the financial statements of Apex-Pal International Ltd. (the “company”) and its subsidiaries (the “group”) which comprise the
balance sheets of the group and the company as at set December 31, 2006, the profit and loss statement, statement of changes in equity and
cash flow statement of the group and the statement of changes in equity of the company for the year then ended, and a summary of significant
accounting polices and other explanatory notes, as set out on pages 31 to 56.
Directors’ Responsibility
The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with Singapore
Financial Reporting Standards and the Singapore Companies Act, Cap. 50 (the “Act”). This responsibility includes: designing, implementing and
maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in
the circumstances.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with
Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the financial statements. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing and opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by directors, as well as evaluating the overall presentation of the financial
statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion:
a)
the consolidated financial statements of the group and the balance sheet and statement of changes in equity of the company are properly
drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the
state of affairs of the group and company as at December 31, 2006 and of the results, changes in equity and cash flows of the group and
the changes in equity of the company for the financial year ended on that date; and
b) the accounting and other records required by the Act to be kept by the company and by the subsidiary 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
Aric Loh Siang Khee
Partner
Appointed on March 19, 2003
Singapore
March 12, 2007
30
Balance Sheets
31 DECEMBER 2006
2006
$’000
2005
$’000
Company
2006
2005
$’000
$’000
ASSETS
Current assets
Cash and bank balances
6
Trade receivables
7
Other receivables and prepayments
8
Inventories
10,148
1,187
4,234
798
10,681
786
3,150
569
8,634
1,156
3,301
748
9,578
778
2,620
547
Total current assets
16,367
15,186
13,839
13,523
Non-current assets
Subsidiaries
Due from subsidiaries
Property, plant and equipment
Intangible asset
-
-
12,433
-
-
-
4,623
4
184
3,253
11,053
-
184
2,139
3,921
4
Total non-current assets
12,433
4,627
14,490
6,248
Total assets
28,800
19,813
28,329
19,771
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade payables
Accruals
Due to subsidiaries
Current portion of finance leases
12
Income tax payable
3,591
2,861
-
8
1,404
2,877
2,002
-
-
1,069
3,142
2,386
32
-
1,400
2,509
1,910
6
1,063
Total current liabilities
7,864
5,948
6,960
5,488
411
10
289
-
400
-
280
-
421
289
400
280
Capital and reserves
Issued capital
14
Share premium
Currency translation reserve
Accumulated profits
10,736
-
(44)
9,823
4,260
2,876
(45)
6,485
10,736
-
-
10,233
4,260
2,876
6,867
Total equity
20,515
13,576
20,969
14,003
Total liabilities and equity
28,800
19,813
28,329
19,771
Non-current liabilities
Deferred taxation
Finance lease
Group
Note
9
9
10
11
13
12
Total non-current liabilities
See accompanying notes to the financial statements.
31
Consolidated Profit and Loss Statement
YEAR ENDED 31 DECEMBER 2006
Group
Note
2006
$’000
2005
$’000
15
66,645
51,905
Cost of sales
(17,955)
(14,589)
Gross profit
48,690
37,316
363
166
Administrative expenses
(27,272)
(20,597)
Other operating expenses
(15,083)
(12,139)
Finance cost
(1)
(3)
Revenue Other operating income
16
Profit before income tax
17
6,697
4,743
Income tax expense
18
(1,616)
(1,059)
5,081
3,684
3.74
2.88
Profit after income tax
Basic earnings per share (cents)
See accompanying notes to the financial statements.
32
19
Statements of Changes in Equity
Issued
capital
$’000
Share
premium
$’000
Currency
translation
reserve
$’000
4,260
2,876
(27)
3,653
(18)
-
-
- 3,684
(852)
(45)
6,485
Accumulated
profits
$’000
Total
$’000
Group
Balance at January 1, 2005
Currency translation differences
Net profit for the year
Dividend paid (Note 20)
-
Balance at December 31, 2005
4,260
Currency translation differences
Issue of shares, net of expenses
Transfer from share premium account
- - - 3,600
2,876
- - - 2,876
10,736
(2,876)
- 5,081
(1,743)
- - 10,762
(18)
3,684
(852)
13,576
1
-
-
-
-
1
5,081
(1,743)
3,600
-
- (44)
9,823
20,515
-
3,636
10,772
-
-
4,083
(852)
4,083
(852)
2,876
-
6,867
14,003
- - - (2,876)
-
-
-
-
5,109
(1,743)
- - 5,109
(1,743)
3,600
-
- -
10,233
20,969
Company
Balance at January 1, 2005
4,260
-
2,876
4,260
Issue of shares, net of expenses
- - 3,600
2,876
10,736
- - See accompanying notes to financial statements.
33
Consolidated Cash Flow Statement
2006
$’000
2005
$’000
6,697
4,743
2,166
4
85
4
1
(199)
1,689
14
263
73
3
(82)
Operating profit before working capital changes
8,758
6,703
Trade receivables
Other receivables and prepayments
Inventories
Trade payables
Accruals
(405)
(1,078)
(229)
714
853
94
(714)
59
102
706
Cash generated from operations
8,613
6,950
Interest paid
Interest received
Income tax paid
(1)
199
(1,159)
(3)
82
(688)
Net cash from operating activities
7,652
6,341
Cash flows used in investing activities
Proceeds on disposal of plant and equipment
Purchase of property, plant and equipment (Note A)
44
(10,105)
86
(1,820)
Net cash used in investing activities
(10,061)
(1,734)
Cash flows used in financing activities
Dividend paid
Proceeds on issue of shares, net of expenses
Finance lease payments
(1,743)
3,600
(9)
(852)
-
Net cash from (used in) financing activities
1,848
(852)
28
(44)
Net (decrease) increase in cash
Cash and bank balances at beginning of year
(533)
10,681
3,711
6,970
Cash and bank balances at end of year
10,148
10,681
Cash flows from operating activities
Adjustments for:
Depreciation expense
Amortisation of intangible asset
Loss on disposal of plant and equipment
Impairment allowance on trade receivables
Interest expense
Interest income
Net effect of exchange rate changes in consolidating subsidiaries
Note A:
During the financial year, the group acquired property, plant and equipment with an aggregate cost of $10,132,000 (2005 : $1,820,000) of
which, $27,000 (2005 : $Nil) was acquired under finance lease arrangement. Cash payments of $10,105,000 (2005 : $1,820,000) were made
to purchase property, plant and equipment.
See accompanying notes to financial statements.
34
Notes to the Financial Statements
31 DECEMBER 2006
1
GENERAL
The company (Registration No. 199604816E) incorporated in the Republic of Singapore with its principal place of business and registered
office at 10 Collyer Quay, #13-01/05 Ocean Building, Singapore 049315 (2005 : 1 Raffles Place, #49-00 OUB Centre, Singapore 048616).
The company is listed on the Singapore Exchange Securities Trading Limited. The financial statements are expressed in Singapore
dollars.
The principal activities of the company consist of the business of operating restaurants, kiosks and cafes, trading, sushi processing and
operating as caterer and franchiser.
The principal activities of its subsidiaries are described in Note 9 to the financial statements.
The consolidated financial statements of the group and balance sheet and statement of changes in equity of the company for the financial
year ended December 31, 2006 were authorised for issue by the Board of Directors on March 12, 2007.
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a)
BASIS OF ACCOUNTING - The financial statements are prepared in accordance with the historical cost convention, except as disclosed
in the accounting policies below, and are drawn up in accordance with the provisions of the Singapore Companies Act and Singapore
Financial Reporting Standards (“FRS”).
The group and the company have adopted all the applicable new/revised FRS and Interpretations of Financial Reporting Standards
(“INT FRS”) issued by the Council on Corporate Disclosure and Governance that are relevant to its operations and effective for annual
periods beginning on January 1, 2006. The adoption of the new/revised FRS and INT FRS does not result in changes to the group’s
and company’s accounting policies and has no material effect on the amounts reported for the current or prior periods.
At the date of authorisation of these financial statements, the directors have considered and anticipated that the adoption of the FRSs,
INT FRSs and amendments to FRS that were in issue, but not yet effective, will have no material impact on the financial statements
of the group and the company except that the application of FRS 107 – Financial Instruments: Disclosures and the consequential
amendments to other FRS will not affect any of the amounts recognised in the financial statements, but will change the disclosures
presently made in relation to the group and the company’s financial instruments and the objectives, policies and processes for
managing capital.
b) BASIS OF CONSOLIDATION - The consolidated financial statements incorporate the financial statements of the company and entities
controlled by the company (its subsidiaries). Control is achieved where the company has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities.
The 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 up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those
used by other members of the group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
35
Notes to the Financial Statements (cont’d)
31 DECEMBER 2006
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Minority interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Minority
interests consist of the amount of those interests at the date of the original business combination (see below) and the minority’s share
of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s interest in the
subsidiary’s equity are allocated against the interests of the group except to the extent that the minority has a binding obligation and
is able to make an additional investment to cover its share of those losses.
In the company’s financial statements, investments in subsidiaries are carried at cost less any impairment in net recoverable value
that has been recognised in the profit and loss statement.
c)
BUSINESS COMBINATIONS - The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition
is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and
equity instruments issued by the group in exchange for control of the acquiree, plus any costs directly attributable to the business
combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under FRS
103 Business Combinations are recognised at their fair values at the acquisition date, except for non-current assets (or disposal
groups) that are classified as held for sale in accordance with FRS 105 Non-Current Assets Held for Sale and Discontinued Operations,
which are recognised and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business
combination over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If,
after reassessment, the group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities
exceeds the cost of the business combination, the excess is recognised immediately in the consolidated profit and loss statement.
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets,
liabilities and contingent liabilities recognised.
d) FINANCIAL INSTRUMENTS - Financial assets and financial liabilities are recognised on the group’s balance sheet when the group
becomes a party to the contractual provisions of the instrument.
Trade receivables and other receivables
Trade receivables and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised
cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in the
profit and loss statement when there is objective evidence that the asset is impaired. The allowance recognised is measured as
the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective
interest rate computed at initial recognition.
Cash and cash equivalents
Cash and bank balances comprise cash on hand and demand deposits, and are subject to an insignificant risk of changes in value.
Financial liabilities and equity
Financial liabilities and equity instruments issued by the group are classified according to the substance of the contractual arrangements
entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences
a residual interest in the assets of the group after deducting all of its liabilities. The accounting policies adopted for specific financial
liabilities and equity instruments are set out below.
36
31 DECEMBER 2006
2
Trade payables and other payables
Trade payables and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the
effective interest rate method.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income
or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or
payments through the expected life of the financial instrument, or where appropriate, a shorter period. Income is recognised on
an effective interest rate basis for debt instruments other than those financial instruments “at fair value through profit and loss
statement”.
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
e)
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 leases are recognised as assets of the group at their fair value at the inception of the lease or, if lower, at the
present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance
lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a
constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit and loss statement.
Contingent rentals are recognised as expenses in the periods in which they are incurred.
Rentals payable under operating leases are charged to profit and loss statement on a straight-line basis over the term of the relevant
lease unless another systematic basis is more representative of the time pattern in which economic benefits from the lease asset are
consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate
benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is
more representative of the time pattern in which economic benefits from the lease asset are consumed.
f)
INVENTORIES - Inventories comprising beverages and food supplies, are stated at the lower of cost (first-in first-out method) and
net realisable value. Cost comprises direct materials, and where applicable, direct labour costs and those overheads that have been
incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net
realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in marketing,
selling and distribution.
g) PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are stated at cost less accumulated depreciation and any
accumulated impairment losses.
37
31 DECEMBER 2006
2
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:
Freehold building
Restaurant equipment
Renovation
Furniture and fitting
Computers
Motor vehicles
Office equipment
Depreciation is not provided on freehold land.
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in
estimate accounted for on a prospective basis.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, if there is no
certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the
lease term and its useful life.
Fully depreciated assets still in use are retained in the financial statements.
The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between
the sales proceeds and the carrying amounts of the asset and is recognised in the profit and loss statement.
-
-
-
-
-
-
-
2%
20%
20%
20%
20% to 100%
20%
20%
h) GOODWILL - Goodwill arising on the acquisition of a subsidiary represents the excess of the cost of acquisition over the group’s
interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity
recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less
any accumulated impairment losses.
For the purpose of impairment testing, goodwill is allocated to each of the group’s cash-generating units expected to benefit from the
synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less
than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to
the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment
loss recognised for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
i)
INTANGIBLE ASSET - Franchise costs are capitalised and reported at cost less accumulated amortisation and accumulated impairment
losses. Franchise cost are amortised on a straight-line basis over the period of their expected benefit of 5 years.
j)
IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL - At each balance sheet date, the group reviews the
carrying amounts of its tangible and intangible 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). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
38
31 DECEMBER 2006
2
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and
whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell 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 (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount
of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit
and loss statement.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised
estimate of its recoverable amount, but so 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 (cash-generating unit) in prior years. A reversal of an
impairment loss is recognised immediately in the profit and loss statement.
k)
PROVISIONS - Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event,
and it is probable that the group will be required to settle that obligation, and a reliable estimate can be made of the amount of the
obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance
sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable
is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be
measured reliably.
l)
GOVERNMENT GRANTS - Government grants are not recognised until there is reasonable assurance that the group will comply with
the conditions attaching to them and the grants will be received. Government grants whose primary condition is that the group should
purchase, construct, or otherwise acquire non-current assets are recognised as deferred income in the balance sheet and transferred
to profit and loss statement on a systematic and rational basis over the useful lives of the related assets.
Other government grants are recognised as income over the periods necessary to match them with the costs for which they are
intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or losses
already incurred or for the purpose of giving immediate financial support to the group with no future related costs are recognised in
profit and loss statement in the period in which they become receivable.
m) REVENUE RECOGNITION - Revenue from the rendering of food and beverage services is recognised at the point of consumption or
sale. Service charges are recognised when the services are completed.
Revenue from sales of equipment and materials to franchisee 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 franchise fees is recognised when the right to receive payment has been established.
Royalties is recognised based on certain percentages of the revenue generated by the franchisees.
39
31 DECEMBER 2006
2
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset’s net carrying
amount.
n) RETIREMENT BENEFIT COSTS - Payments made to state-managed retirement benefit schemes, such as the Singapore Central
Provident Fund, are dealt with as payments to defined contribution plans where the group’s obligations under the plans are equivalent
to those arising in a defined contribution retirement benefit plan.
o)
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.
p) INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the profit and loss
statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items
that are not taxable or tax deductible. The group’s liability for current tax is calculated using tax rates (and tax laws) that have been
enacted or substantively enacted in countries where the subsidiaries operate by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and
interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised
based on the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred tax is
charged or credited to profit and loss statement, except when it relates to items charged or credited directly to equity, in which case
the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax
assets and liabilities on a net basis.
Current and deferred tax are recognised as an expense or income in profit and loss statement, except when they relate to items
credited or debited directly to equity, in which case the tax is also recognised directly in equity, or where they arise from the intial
accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating
goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and
contingent liabilities over cost.
q) FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual financial statements of each group entity are measured
and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The
consolidated financial statements of the group and the balance sheet of the company are presented in Singapore dollars, which is the
functional currency of the company and the presentation currency for the consolidated financial statements.
40
31 DECEMBER 2006
2
3
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are
recorded at the rates of exchange prevailing on the date of the transaction. At each balance sheet date, monetary items denominated
in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that
are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Nonmonetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit or loss
for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or
loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are
recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly
in equity.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the group’s foreign operations (including
comparatives) are expressed in Singapore dollars using exchange rates prevailing on the balance sheet date. Income and expense
items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fluctuated
significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences
arising, if any, are classified as equity and transferred to the group’s translation reserve. Such translation differences are recognised
in profit or loss in the period in which the foreign operation is disposed of.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items
that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated
as hedges of such investments, are taken to the foreign currency translation reserve.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
i) Critical judgments in applying the entity’s accounting policies
In the application of the group’s accounting policies, which are described in note 2, management is required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if
the revision affects both current and future periods.
ii) Key sources of estimation uncertainty
The group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets are discussed below:
Impairment of property, plant and equipment
The group assesses annually whether property, plant and equipment have any indication of impairment in accordance with the
accounting policy. The recoverable amounts of property, plant and equipment have been determined based on value-in-use
calculations. These calculations require the use of judgement and estimates.
41
31 DECEMBER 2006
4
FINANCIAL RISKS AND MANAGEMENT
The group has documented risk management policies. These policies set out the group’s overall business strategies and its risk management
philosophy. The group’s overall risk management programme seeks to minimise potential adverse effects of financial performance of the
group. The Board of Directors provides written principles for overall risk management and written policies covering specific areas, such as
foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and investing excess cash. Such written policies
are reviewed annually by the Board of Directors and periodic reviews are undertaken to ensure that the group’s policy guidelines are
complied with. Risk management is carried out by the Finance Department under the policies approved by the Board of Directors.
The group’s activities expose it to a variety of financial risks, including the effects of: changes in debt and equity market prices, foreign
currency exchange rates and interest rates. The group does not hold or issue derivative financial instruments for speculative purposes.
i)
Foreign currency risk
Foreign exchange risk arising from the change in foreign currency exchange rate has a financial effect on the group in the current
reporting period and in future years. The group has foreign exchange risk primarily due to bank balances and intercompany balances
denominated in foreign currency, which are not hedged by any financial instruments. Foreign exchange risk is minimal as the group
transacts mainly in Singapore dollars.
ii) Interest rate risk
Interest rate risk refers to the risk experienced by the group as a result of the fluctuation in interest rates. Interest rate risk is minimal,
as the group does not have significant interest-bearing balances as at the end of the financial year.
iii) Credit risk
Credit risk refers to the risk that debtors will default on their obligations to repay the amounts owing to the group, resulting in a loss.
The group deals mainly with customers that are of good reputation and strong financial backing and with retail customers who pay
with cash and credit cards. In addition, monitoring of the payment made by the customers is done regularly and reviewed by the
management.
iv) Liquidity risk
The group is exposed to minimal liquidity risk as a substantial portion of its financial assets and financial liabilities are due within one
year and it can finance its operations from existing shareholders’ funds.
v) Fair values of financial assets and financial liabilities
The carrying amounts of cash and cash equivalents, trade and other current receivables and payables, provisions and other liabilities
approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair values of other
classes of financial assets and liabilities are disclosed in the respective notes to financial statements.
5
RELATED PARTY TRANSACTIONS
Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party
has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions.
42
31 DECEMBER 2006
5
RELATED PARTY TRANSACTIONS (CONT’D)
Some of the company’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, interest-free and repayable on demand unless otherwise
stated.
Significant transactions with related parties:
Group
Transactions with director-related companies
Purchases of food
Revenue – sales of food and beverages
Rental expense
6
CASH AND BANK BALANCES
Group
2006
$’000
2005
$’000
53
(13)
- (25)
18
2006
$’000
2005
$’000
Company
2006
2005
$’000
$’000
Cash at bank
Fixed deposits
Cash on hand
3,915
6,166
67
5,082
5,547
52
2,850
5,724
60
4,375
5,152
51
10,148
10,681
8,634
9,578
Bank balances and cash comprised cash held by the group and short-term deposits with an original maturity of three months or less. The
carrying amounts of these assets approximate their fair values.
Fixed deposits bear interest at an average rate of 0.72% to 8.37% (2005 : 0.8% to 6.13%) per annum and for a tenure of between one to
three months.
7
TRADE RECEIVABLES
Group
Outside parties
Less: Impairment allowance 2006
$’000
2005
$’000
Company
2006
2005
$’000
$’000
1,319
(132)
1,056
(270)
1,288
(132)
1,048
(270)
1,187
786
1,156
778
43
31 DECEMBER 2006
7
TRADE RECEIVABLES (CONT’D)
Group
2006
$’000
2005
$’000
Company
2006
2005
$’000
$’000
Movements in above impairment allowance:
Balance at beginning of year
Utilised
Charge to profit and loss
270
(142)
4
338
(141)
73
270
(142)
4
338
(141)
73
Balance at end of year
132
270
132
270
The impairment allowance has been determined by reference to past default experience.
The average credit period on sale of goods is 30 days (2005: 30 days).
8
OTHER RECEIVABLES AND PREPAYMENTS
2006
$’000
2005
$’000
Company
2006
2005
$’000
$’000
Deposits
Prepayments
Other receivables
3,535
382
317
2,538
206
406
3,030
183
88
2,364
195
61
Total
4,234
3,150
3,301
2,620
9
Group
INVESTMENT IN SUBSIDIARIES
Company
2006
2005
$’000
$’000
Unquoted equity shares, at cost
Less: Impairment loss
354
(170)
354
(170)
Net
184
184
Due from subsidiaries (non-trade)
Less: Impairment allowance
3,671
(418)
2,241
(102)
Net
3,253
2,139
44
31 DECEMBER 2006
9
INVESTMENT IN SUBSIDIARIES (CONT’D)
The amount due from the subsidiaries is unsecured, interest-free and not expected to be repayable within one year.
The amount due to subsidiaries is unsecured, interest free and repayable on demand.
Details of the group’s subsidiaries are as follows:
Subsidiaries
Held by the company
Apex-Pal Investment Pte. Ltd. (1)
Cost of
investments
2006
2005
$’000
$’000
100
100
Effective
equity interest
and voting
power held
2006
2005
%
%
100
100
Place of
incorporation/
operation
Principal activities
Singapore
Investment holding
PT Apex-Pal International (2)
254
254
100
100 Indonesia
354
Operation of restaurants, kiosks and cafes
354
Held by subsidiary
Apex-Pal International (Beijing)
- - 100
100 People’s Republic
Ltd (3)
of China
Provision of food and beverage
consultancy and management services
Apex-Pal Malaysia Sdn Bhd (4)
- - 100
100 Malaysia
Sakae Sushi (Hong Kong) Ltd. (5)
- - 100
100 Hong Kong
Shanghai Apex-Pal Co., Ltd (6)
- - 100
100
Apex-Pal (Shanghai) Co., Ltd (6)
- - 100
-
People’s Republic
of China
People’s Republic
of China
Apex-Pal F&B (Beijing) Ltd (3)
- - 100
-
Apex-Pal (USA), Inc (5)
- - 100
-
People’s Republic
of China
United States
of America
Operation of restaurants, kiosks
and cafes
45
31 DECEMBER 2006
9
INVESTMENT IN SUBSIDIARIES (CONT’D)
Notes on auditors
(3)
(4)
(5)
(6)
Audited by Deloitte & Touche, Singapore.
Audited by another firm of auditors, KAP Drs. Mitra Winata & Rekan.
Audited by another firm of auditors, Great Wall Certified Public Accountants Co., Ltd.
Audited by another firm of auditors, Lai Min Pin & Co.
Not audited as subsidiary has not started operation.
Audited by another firm of auditors, Shanghai Lingfang Certified Public Accountant.
(1)
(2)
Each of the subsidiaries’ net tangible assets represent less than 20% of the group’s net tangible assets, and each of the subsidiaries’ pretax profits account for less than 20% of the group’s pre-tax profits.
10 PROPERTY, PLANT AND EQUIPMENT
Freehold
land $’000
Group
Cost:
At January 1, 2005
Exchange differences
Additions
Disposals
-
Freehold
building $’000
-
Restaurant
equipment Renovation
$’000
$’000
Furniture
and fitting
$’000
Computers
$’000
Motor
vehicles
$’000
Office
equipment
$’000
Total
$’000
3,336
11
515
(160)
2,785
19
447
(363)
1,562
- 458
(74)
1,009
- 200
(2)
773
- 197
(219)
74
-
3
(1)
9,539
30
1,820
(819)
At December 31, 2005
Additions
Disposals
- - 3,360
- - - 2,300
- 3,702
(14)
931
(19)
2,888
(19)
1,208
(117)
1,946
- 1,503
(54)
1,207
(2)
552
(197)
751
- 266
(108)
76
-
12
-
10,570
(35)
10,132
(495)
3,360
2,300
4,600
3,960
3,395
1,560
909
88
20,172
Accumulated depreciation:
At January 1, 2005
Depreciation
Disposals
-
-
1,778
1
534
(120)
918
3
550
(135)
721
- 260
(34)
913
- 197
(3)
342
- 140
(178)
52
-
8
-
4,724
4
1,689
(470)
Depreciation
Disposals
-
-
2,193
(4)
598
(12)
1,336
(4)
630
(47)
947
- 436
(21)
1,107
- 328
(197)
304
- 168
(89)
60
-
6
-
5,947
(8)
2,166
(366)
- - 2,775
1,915
1,362
1,238
383
66
7,739
Carrying amount:
- - 1,509
1,552
999
100
447
16
4,623
1,825
2,045
2,033
322
526
22
12,433
3,360
2,300
No depreciation is charged on freehold building as it is in the process of renovation as at December 31, 2006.
46
31 DECEMBER 2006
10 PROPERTY, PLANT AND EQUIPMENT
Company
Cost:
At January 1, 2005
Additions
Disposals
Freehold
land $’000
Freehold
building $’000
Restaurant
equipment Renovation
$’000
$’000
Furniture
and fitting
$’000
Computers
$’000
Motor
vehicles
$’000
Office
equipment
$’000
Total
$’000
- - - - - - 3,122
402
(160)
2,401
265
(175)
1,562
363
(73)
1,000
153
(2)
773
197
(219)
66
3
-
8,924
1,383
(629)
Additions
Disposals
- 3,360
- - 2,300
- 3,364
608
(19)
2,491
796
(110)
1,852
1,363
(50)
1,151
422
(197)
751
239
(108)
69
8
-
9,678
9,096
(484)
3,360
2,300
3,953
3,177
3,165
1,376
882
77
18,290
Accumulated depreciation:
At January 1, 2005
Depreciation Disposals
- - - - - - 1,757
485
(120)
872
458
(82)
721
251
(33)
911
176
(2)
342
140
(178)
52
7
-
4,655
1,517
(415)
Depreciation Disposals
- - - - - - 2,122
503
(12)
1,248
498
(46)
939
401
(21)
1,085
275
(197)
304
164
(89)
59
4
-
5,757
1,845
(365)
- - 2,613
1,700
1,319
1,163
379
63
7,237
Carrying amount:
- - 1,242
1,243
913
66
447
10
3,921
1,340
1,477
1,846
213
503
14
11,053
3,360
2,300
No depreciation is charged on freehold building as it is in the process of renovation as at December 31, 2006.
11 INTANGIBLE ASSET
Group and Company
2006
2005
$’000
$’000
Franchise costs:
At beginning and end of year
70
70
Accumulated amortisation:
At beginning of year
Amortisation for the year
66
4
52
14
70
66
-
4
At end of year
Carrying amount:
At end of year
47
31 DECEMBER 2006
11 INTANGIBLE ASSET
The amortisation expense of $4,000 (2005: $14,000) has been included in the line item “administration expenses” in the profit and loss
statement.
12 FINANCE LEASES
Group
Minimum
lease payments
2006
2005
$’000
$’000
Present value
of minimum
lease payments
2006
2005
$’000
$’000
Amounts payable under finance leases:
Within one year
In the second to fifth year inclusive
9
10
-
-
8
10
-
Less : future finance charges
19
(1)
-
-
18
NA
NA
Present value of lease obligations
18
-
Less : Amount due for settlement
within 12 months (shown under current liabilities)
18
-
(8)
-
Amount due for settlement after 12 months
10
-
It is the group’s policy to lease motor vehicles under finance leases. The average lease term is 3 years. For the year ended December 31,
2006, the average effective borrowing rate was 5.74% (2005: Nil%). Interest rates are fixed at the contract date, and thus expose the group
to fair value interest rate risk. All leases are on fixed repayment basis and no arrangements have been entered into for contingent rental
payments. The carrying amount of the motor vehicles is $23,000 (2005 : $Nil).
The fair value of the group’s lease obligations approximates their carrying amount.
13 DEFERRED TAXATION
Group
2006
$’000
At beginning of year
Charge (Credit) to profit and loss (Note 18)
289
122
301
(12)
280
120
301
(21)
At end of year
411
289
400
280
2005
$’000
Company
2006
2005
$’000
$’000
The balance comprises mainly the tax effect of the excess of tax depreciation over book depreciation of plant and equipment.
48
31 DECEMBER 2006
14 ISSUED CAPITAL
2005
$’000
Number of
ordinary shares
Issued and paid up:
At beginning of the year
Bonus issue
Issued for cash
Group and Company
2005
2006
’000
$’000
2006
’000
106,500
21,300
14,200
- 106,500
- - - 142,000
106,500
4,260
- 3,620
2,876
4,260
-
10,736
4,260
During the current financial year, the company:
a)
made a bonus share issue of 21,300,000 new ordinary shares each in the capital of the company on the basis of 1 bonus share to
be credited as fully paid for every 5 existing shares as at a book closure date was issued; and
b) issued 14,200,000 new ordinary shares in the capital of the company to Novena Holdings Limited at an issue price of $0.256 for
each new share.
The company has one class of ordinary shares which carry no right to fixed income.
As a result of the Companies (Amendment) Act 2005 which came into effect on January 30, 2006, the concept of authorised share capital
and par value has been abolished. Any amount standing to the credit of the share premium account has been transferred to the company’s
share capital account on the effective date.
15 REVENUE
Group
2006
$’000
2005
$’000
Food and beverage sales
Service charge
Franchise fees
Sales of equipment to franchisees
Sales of materials to franchisees
Royalties
61,171
5,250
20
66
26
112
47,622
4,103
70
61
43
6
Total
66,645
51,905
49
31 DECEMBER 2006
16 OTHER OPERATING INCOME
Group
2006
$’000
2005
$’000
Interest income
Government grants
Gain on sale of plant and equipment
Foreign exchange gain
Others
199
65
8
4
87
82
3
81
Total
363
166
17 PROFIT BEFORE INCOME TAX
(a) This has been arrived after charging:
Group
Employee benefits expense (including directors’ remuneration)
Cost of inventories Rental expenses
Depreciation
Cost of defined contribution retirement plans
Directors’ remuneration
Remuneration paid to immediate family members of the Chief Executive Officer
Net loss on disposal of plant and machinery
Directors’ fees
Audit fees:
Paid to auditors of the company
Paid to other auditors
Net foreign currency exchange adjustment loss
Non-audit fees:
Paid to auditors of the company
Paid to other auditors
50
2006
$’000
2005
$’000
21,617
17,955
9,258
2,166
1,223
1,160
482
85
65
16,207
14,589
7,644
1,689
1,029
955
451
263
65
42
8
15
43
5
14
- 11
4
4
13
73
14
31 DECEMBER 2006
17 PROFIT BEFORE INCOME TAX (CONT’D)
(b) Compensation of directors and key management personnel
The remuneration of directors and other members of key management during the year was as follows:
Group
2006
$’000
2005
$’000
Short-term benefits
Post-employment benefits
2,040
73
1,687
124
Total
2,113
1,811
The remuneration of directors and key management is determined by the remuneration committee having regard to the performance
of individuals and market trends.
18 INCOME TAX EXPENSE
Group
2006
$’000
2005
$’000
Current
Underprovision in prior year
Deferred (Note 13)
1,456
38
122
1,071
(12)
Total 1,616
1,059
Domestic income tax expense is calculated at 20% (2005 : 20%) of the estimated assessable profit for the year. Taxation for other
jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.
Group
2006
$’000
2005
$’000
6,697
4,743
Tax at the domestic income tax rate of 20%
Tax effect of expense that are not deductible in determining taxable profit
Effect of different tax rates of subsidiaries operating in other jurisdictions
Underprovision in prior year
Others
1,339
94
19
38
126
949
69
41
1,616
1,059
Effective tax rate
24.1%
22.3%
51
31 DECEMBER 2006
19 BASIC EARNINGS PER SHARE
Group
2006
2005
Profit after income tax ($’000)
5,081
3,684
Weighted average number of ordinary shares for the purposes of basic earnings per share (’000)
135,853
Basic earnings per share (cents)
3.74
127,800#
2.88
There is no dilution of earnings per share as no share options were granted.
# The earnings per share for the financial year ended December 31, 2005 was adjusted retrospectively and computed based on the
share capital of 127,800,000 ordinary shares after taking into account the bonus share issue in 2006.
20 DIVIDENDS
a)
In 2005, a dividend of $0.01 per ordinary share less tax of 20% amounting to $852,000 was paid to shareholders in respect of the
financial year ended December 31, 2004.
b) In 2006, a dividend of $0.01 per ordinary share less tax of 20% amounting to $1,022,000, a special dividend of $0.0018 per ordinary
share less tax of 20% amounting to $184,000 and a special dividend of $0.0042 per ordinary share tax exempt (1 tier) amounting to
$537,000 was paid to shareholders in respect of the financial year ended December 31, 2005.
c)
On February 16, 2007, the directors of the company proposed that the following dividends on 142,000,000 ordinary shares to be
paid to the shareholders in respect of the financial year as at December 31, 2006. These dividends are subject to the approval by the
shareholders at the Annual General Meeting and, accordingly have not been included as a liability in these financial statements.
Proposed dividend - $0.010 per share tax exempt (1-tier)
Special dividend - $0.035 per share tax exempt (1-tier)
52
Group
and
Company
2006
$’000
1,420
4,970
6,390
31 DECEMBER 2006
21 OPERATING LEASE ARRANGEMENTS
Group
Minimum lease payments under operating leases recognised as an expense in the year
2006
$’000
2005
$’000
9,258
7,644
At the balance sheet dates, the group and company has outstanding commitments under non-cancellable operating leases, which fall due
as follows:
2006
$’000
2005
$’000
Company
2006
2005
$’000
$’000
Within one year
In the second and fifth years inclusive
Total
8,854
10,396
19,250
6,904
8,431
15,335
7,531
8,016
15,547
Group
6,410
7,544
13,954
Operating lease payments represent rentals payable by the group and company for certain of its office and shop premises. Leases are
negotiated for an average term of three years.
22 CAPITAL COMMITMENTS
Capital injection into a subsidiary
Property, plant and equipment - authorised but not contracted for
Group and Company
2006
2005
$’000
$’000
- 1,000
200
-
23 SUBSEQUENT EVENT
On January 9, 2007, the company made an announcement that it intended to make a voluntary conditional offer (the “Offer”) for all the
issued ordinary shares (the “TV Shares” or “Offer Shares”) in the share capital of Thai Village Holdings Ltd (“TV”), subject to certain preconditions being fulfilled or waived. Relevant details of the Offer are as follows:
(a) The Offer will be made to certain major shareholders of TV (the “TV Major Shareholders”) holding 78,551,676 TV Shares of 37.8%
share capital of TV on the basis of 0.6 new ordinary share in the share capital of the company (the “Consideration Shares” or “Share
Consideration”) for each Offer Share. At the date of the announcement, TV Major Shareholders has given an irrevocable undertaking
to the company to accept the Offer, if made, in respect of their entire shareholdings in TV.
(b) For shareholders of TV not being a TV Major Shareholder, the Offer will be made on the following basis:
(i)
for each Offer Share, at 0.2 new ordinary share in the share capital of the company and $0.134 payable in cash (the “ShareCash” Consideration”); or
(ii) for each Offer Share, at $0.201 payable in cash (the “Cash Consideration”).
53
31 DECEMBER 2006
23 SUBSEQUENT EVENT (CONT’D)
(c) The Consideration Shares, the Share-Cash Consideration and the Cash Consideration value each Offer Share at $0.201. This
represented a premium of approximately 97.86% above the audited net tangible asset value per TV Share as at September 2006.
(d) Pursuant to the Offer, the company will issue up to 74,384,810 new shares in the share capital of the company, representing
approximately 34.07% of the enlarged share capital of 215,483,810 shares of the company, assuming full acceptance of the Offer
and full election of the Share Consideration.
24 BUSINESS AND GEOGRAPICAL SEGMENTS
Business segments
For management purposes, the group is currently organised into two operating divisions – Food and Beverages Business (“F&B Business”)
and Food and Beverages Franchising (“F&B Franchising”). These divisions are the basis on which the group reports its primary segment
information.
Principal activities are as follows:
(a) F&B Business - The group operates restaurants, kiosks and cafes. The group also operates clubhouses and food processing facility,
and acts as a trader and caterer of foodstuff.
(b) F&B Franchising - The group acts as a franchiser for the brands ‘Sakae Sushi’ and ‘Crepes & Cream’. The group also sells equipments
and materials to the franchisees.
Segment revenue and expense : Segment revenue and expense are the operating revenue and expense reported in the group’s profit and
loss statement that are directly attributable to a segment and the relevant portion of such revenue and expense that can be allocated on a
reasonable basis to a segment.
Segment assets and liabilities : Segments assets include all operating assets used by a segment and consist principally of operating
receivables, inventories and property, plant and equipment, net of allowances and provisions. Capital additions include the total cost
incurred to acquire property, plant and equipment, and intangible assets directly attributable to the segment. Segment liabilities include
all operating liabilities and consist principally of accounts payables and accruals. Unallocated items mainly comprise corporate assets and
liabilities.
F&B Business
$’000
F&B Franchising
$’000
Total
$’000
66,421
224
66,645
Results
Segment results
6,359
140
Interest expense
Interest income
6,499
(1)
199
Income tax expense
6,697
(1,616)
5,081
2006
Revenue
54
31 DECEMBER 2006
24 BUSINESS AND GEOGRAPICAL SEGMENTS (CONT’D)
F&B Business
$’000
F&B Franchising
$’000
Total
$’000
2006
Other information
Capital additions
Depreciation
2005
Revenue
10,132
2,166
4
- 10,132
2,166
4
4
180
51,905
Results
Segment results
4,593
71
Interest expense
Interest income
4,664
(3)
82
Income tax expense
4,743
(1,059)
3,684
51,725
- - - 4
Other information
Capital additions
Depreciation
1,820
1,689
73
- - - - 14
1,820
1,689
73
14
Statement of Net Assets
2006
Assets
Segment assets
22,148
487
Unallocated corporate assets
22,635
6,165
Consolidated total assets
28,800
Liabilities
Segment liabilities
6,455
15
Unallocated corporate liabilities
6,470
1,815
Consolidated total liabilities
8,285
55
31 DECEMBER 2006
24 BUSINESS AND GEOGRAPICAL SEGMENTS (CONT’D)
F&B Business
$’000
F&B Franchising
$’000
Total
$’000
2005
Assets
Segment assets
Unallocated corporate assets
13,965
301
14,266
5,547
Consolidated total assets
19,813
Liabilities
Segment liabilities
4,830
49
Unallocated corporate liabilities
4,879
1,358
Consolidated total liabilities
6,237
Geographical segments
In line with the group’s business strategy, the group’s operations are located in Singapore, People’s Republic of China (“PRC”), Indonesia
and Malaysia. The segmental information for geographical regions is based on the locations of customers.
Revenue
$’000
Assets
$’000
Capital
additions
$’000
2006
Singapore
PRC
Indonesia
Malaysia
Total
62,376
1,474
- 2,795
25,081
1,543
98
2,078
9,097
643
392
66,645
28,800
10,132
50,746
546
- 613
17,684
941
90
1,098
1,383
88
349
51,905
19,813
1,820
2005
Singapore
PRC
Indonesia
Malaysia
Total
56
Statement of Directors
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 31 to 56 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 December 31, 2006 and of the results, changes in equity and cash flows of the group and changes in equity of the company for the financial
year then ended and at the date of this statement there are reasonable grounds to believe that the company will be able to pay its debts as and
when they fall due.
ON BEHALF OF THE DIRECTORS
Foo Lilian
March 12, 2007
57
Statistics of Shareholdings
AS AT 8 MARCH 2007
DISTRIBUTION OF SHAREHOLDINGS
SIZE OF SHAREHOLDINGS
NO. OF
SHAREHOLDERS
%
NO. OF SHARES
%
1 - 999
1,000 - 10,000
10,001 - 1,000,000
1,000,001 AND ABOVE
13
177
189
9
3.35
45.62
48.71
2.32
4,756
824,204
13,421,600
127,749,440
0.00
0.58
9.45
89.97
TOTAL
388
100.00
142,000,000
100.00
TWENTY LARGEST SHAREHOLDERS
NO. NAME
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
58
FOO PEOW YONG DOUGLAS HONG LEONG FINANCE NOMINEES PTE LTD
HSBC (SINGAPORE) NOMINEES PTE LTD FRASER SECURITIES PTE LTD UNITED OVERSEAS BANK NOMINEES PTE LTD
KIM ENG SECURITIES PTE. LTD. NOVENA HOLDINGS LIMITED LIM & TAN SECURITIES PTE LTD YING SIEW KHAY STEFANSSON PAUL HAROLD ONG SIEW KWEE CIMB-GK SECURITIES PTE. LTD. LIEW BOON HUI PHILLIP SECURITIES PTE LTD LEE SEOW LUANG ONG PANG LIANG THAMMA PINSUKHANCHANA ALEXANDER THOMAS ZBORAY TENG KIM LUANG CHIA THIAN HEE HILARY TOTAL
NO. OF SHARES
%
91,484,640 14,350,000 5,911,200 5,560,000 3,331,600 2,745,000 1,717,000 1,625,000 1,025,000 779,600 717,400 643,400 500,000 447,200 400,000 400,000 336,000 324,000 323,000 320,000 64.43
10.11
4.16
3.92
2.35
1.93
1.21
1.14
0.72
0.55
0.51
0.45
0.35
0.31
0.28
0.28
0.24
0.23
0.23
0.23
132,940,040
93.63
Shareholders’ Information
AS AT 8 MARCH 2007
Issued and Paid-up Capital
Number of shares
Class of shares
Voting rights
:
:
:
:
S$10,736,283.00
142,000,000
Ordinary shares
One vote per share
SUBSTANTIAL SHAREHOLDERS
Substantial shareholders of the Company (as recorded in the Register of Substantial Shareholders) as at 8 March 2006
Name
Novena Holdings Limited *
Lee Kek Choo **
Toh Soon Huat ***
Direct Interest
91,484,640
1,717,000
-
-
No. of Ordinary shares
%
Deemed Interest 64.42
1.21
-
-
-
16,780,000
18,497,000
18,497,000
%
11.82
13.03
13.03
Notes:
*
Novena Holdings Limited holds 16,780,000 shares through Nominee Companies.
** Ms Lee Kek Choo is deemed interested by virtue of the fact that she is the spouse of Mr Toh Soon Huat, a director of Novena Holdings
Limited and she is also a substantial shareholder of Novena Holdings Limited.
*** Mr Toh Soon Huat is deemed interested by virtue of the fact that he is a director and a substantial shareholder of Novena Holdings
Limited.
FREE FLOAT
As at 8 March 2006, approximately 22.03% of the issued share capital of the Company was held in the hands of the public (on the basis of
information available to the Company).
Accordingly, the Company has complied with Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited.
59
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Apex-Pal International Ltd. (the “Company”) will be held at
61 Robinson Road, #17-03, Robinson Centre, Singapore 068893, on Monday, 16 April 2007 at 2.00 p.m. for the following
purposes:
Ordinary Business
1. To receive and adopt the Directors’ Report and Audited Accounts of the Company for the financial year ended 31
December 2006 together with the Auditors’ Report thereon.
(Resolution 1)
2. To declare dividends for the financial year ended 31 December 2006 as follows:
(i) first and final tax exempt (1-tier) dividend of 1 cent per share; and
(ii) special tax-exempt (1-tier) dividend of 3.5 cents per share
3
(Resolution 2)
To re-elect the following Directors retiring pursuant to Articles 91 of the Company’s Articles of Association:
Mr Douglas Foo Peow Yong
Ms Foo Lilian
(Resolution 3)
(Resolution 4)
4. To approve the payment of Directors’ fees of S$65,000 (2005: S$65,000) for the financial year ended 31 December
2006.
(Resolution 5)
5. To re-appoint Messrs Deloitte & Touche as the Company’s Auditors and to authorise the Directors to fix their
remuneration.
(Resolution 6)
6. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
Special Business
To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
7. Authority to allot and issue shares up to fifty per cent. (50%) of issued capital
“That, pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806(2) of the Listing Manual of the Singapore
Exchange Securities Trading Limited (the “Listing Manual”), authority be and is hereby given to the Directors to:-
(a) allot and issue shares in the Company; and
(b) issue convertible securities and any shares in the Company pursuant to convertible securities
(whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions and for such purposes
and to such persons as the Directors shall in their absolute discretion deem fit, provided that the aggregate number of
shares (including any shares to be issued pursuant to the convertible securities) in the Company to be issued pursuant
to such authority shall not exceed fifty per cent. (50%) of the issued share capital of the Company for the time being and
that the aggregate number of shares in the Company to be issued other than on a pro-rata basis to the then existing
shareholders of the Company will not exceed twenty per cent. (20%) of the issued share capital of the Company for the
time being. Unless revoked or varied by the Company in general meeting, such authority shall continue in full force until
the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting
is required by law to be held, whichever is earlier, except that the Directors shall be authorised to allot and issue new
shares pursuant to the convertible securities notwithstanding that such authority has ceased.
60
Notice of Annual General Meeting (cont’d)
For the purposes of this Resolution and Rule 806(3) of the Listing Manual, the percentage of issued share capital is based on
the issued share capital of the Company at the time this Resolution is passed after adjusting for:(i) new shares arising from the conversion or exercise of convertible securities;
(ii) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of
the passing of this Resolution, provided the options or awards were granted in compliance with the rules of the Listing
Manual; and
(iii) any subsequent consolidation or subdivision of shares.” [See Explanatory Note (i)]
(Resolution 7)
8. Authority to grant options and issue shares under the Apex-Pal Employee Share Option Scheme
“That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company be and are hereby authorised
to offer and grant options in accordance with the Apex-Pal Employee Share Option Scheme (the “Scheme”) and to issue
such shares as may be required to be issued pursuant to the exercise of the options granted under the Scheme provided
always that the aggregate number of shares to be issued pursuant to the Scheme shall not exceed fifteen per cent. (15%)
of the issued share capital of the Company from time to time.” [See Explanatory Note (ii)]
(Resolution 8)
By Order of the Board
Phyllis Phua Lee Boon
Company Secretary
Singapore, 29 March 2007
Explanatory Notes:
(i)
The Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors from the date of the above Meeting until the date
of the next Annual General Meeting, to allot and issue shares and convertible securities in the Company. The aggregate number of shares
(including any shares issued pursuant to the convertible securities) which the Directors may allot and issue under this Resolution will not
exceed fifty per cent. (50%) of the issued share capital (as defined in Resolution 7) of the Company. For issues of shares other than on a
pro rata basis to all shareholders, the aggregate number of shares to be issued will not exceed twenty per cent. (20%) of the issued share
capital (as defined in Resolution 7) of the Company. This authority will, unless previously revoked or varied at a general meeting, expire at
the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by
law to be held, whichever is earlier. However, notwithstanding the cessation of this authority, the Directors are empowered to issue shares
pursuant to any convertible securities issued under this authority.
(ii) The Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors of the Company, to grant options and to allot
and issue shares upon the exercise of such options in accordance with the Apex-Pal Employee Share Option Scheme.
61
Notice of Annual General Meeting (cont’d)
Notes:
1. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need
not be a member of the Company.
2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his holding
(expressed as a percentage of the whole) to be represented by each proxy.
3. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where
the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the
hand of its attorney or a duly authorised officer.
4. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 10 Collyer Quay, #13-01/05 Ocean
Building, Singapore 049315, not less than 48 hours before the time set for the Annual General Meeting.
62
APEX-PAL INTERNATIONAL LTD.
Company Registration Number 199604816E
(Incorporated in the Republic of Singapore)
Proxy Form
I/We ___________________________________________________________________________________________ (Name)
of ___________________________________________________________________________________________ (Address)
being a member/members of Apex-Pal International Ltd. (the “Company”) hereby appoint:
Name
Address
NRIC/Passport Number
Proportion of
Shareholdings (%)
Address
NRIC/Passport Number
Proportion of
Shareholdings (%)
and/or (delete as appropriate)
Name
or failing him/her, the Chairman of the Annual General Meeting of the Company (the “Meeting”) as my/our proxy/proxies to vote for me/us on
my/our behalf, at the Meeting to be held at 61 Robinson Road, #17-03, Robinson Centre, Singapore 068893, on Monday, 16 April 2007, at
2.00 p.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions to be proposed at the Meeting
as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as
he/they will on any matter arising at the Meeting.
No.
Resolutions Relating to:
1.
Directors’ Report and Accounts for the financial year ended 31 December 2006
2.
Payment of proposed dividends
3.
Re-election of Mr Douglas Foo Peow Yong
4.
Re-election of Ms Foo Lilian
5.
Approval for payment of Directors’ fees
6.
Re-appointment of Messrs Deloitte & Touche as Auditors
7.
Authority to issue and allot shares pursuant to Section 161 of the Companies Act, Cap. 50
8.
Authority to grant options and issue shares under the Apex-Pal Employee Share Option Scheme
For
Against
Dated this ____________ day of ____________ 2007.
Total No. of Shares
In CDP Register
In Register of Members
_________________________________
Signature(s) of Member(s)
or, Common Seal of Corporate Member
IMPORTANT: PLEASE READ NOTES OVERLEAF
No. of Shares
NOTES
1. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead.
2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his holding
(expressed as a percentage of the whole) to be represented by each proxy.
3. A proxy need not be a member of the Company.
4. A member should insert the total number of shares held. If the member has shares entered against his name in the Depository Register (as
defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he should insert that number of shares. If the member has shares
registered in his name in the Register of Members of the Company, he should insert that number of shares. If the member has shares
entered against his name in the Depository Register and registered in his name in the Register of Members, he should insert the aggregate
number of shares. If no number is inserted, this form of proxy will be deemed to relate to all shares held by the member.
5. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 10 Collyer Quay, #13-01/05 Ocean
Building, Singapore 049315, not less than 48 hours before the time set for the Meeting.
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where
the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the
hand of its attorney or a duly authorised officer.
7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a duly certified copy
thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be
treated as invalid.
GENERAL:
The Company shall be entitled to reject a proxy form which is incomplete, improperly completed, illegible or where the true intentions of the
appointor are not ascertainable from the instructions of the appointor specified on the proxy form. In addition, in the case of shares entered in
the Depository Register, the Company may reject a proxy form if the member, being the appointor, is not shown to have shares entered against
his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository
(Pte) Limited to the Company.
w w w. s a k a e s u s h i . c o m . s g
Central
CityLink Mall
#B1-63
1 Raffles Link
Tel: 6238 8396
CPF Building
#01-05
80 Robinson Rd
Tel: 6227 0323
Funan Digitalife Mall
#04-32
No. 109 North Bridge Road
Tel: 6334 9165
Marina Square Shopping Mall
#02-207
No. 6 Raffles Boulevard
Tel: 6336 8201
OUB Centre
#B1-07/08
1 Raffles Place
Tel: 6438 6281
Junction 8 Shopping Centre
#B1-19/20
9 Bishan Place
Tel: 6259 0672
Northpoint Shopping Centre
#B2-04
930 Yishun Ave 2
Tel: 6755 3218
Rivervale Mall
# 02-10
No. 11 Rivervalve Cresent
Tel: 6384 3398
Square 2
#02-85/86/89
10 Sinaran Drive
Tel: 6391 6107
Toa Payoh Entertainment Centre
#02-01
450 Toa Payoh Lor 6
Tel: 6354 9083
South
West
INDONESIA
Lot 1 Shoppers’ Mall
#03-10
No. 21 Choa Chu Kang Ave 4
Tel: 6764 3678
Jakarta
Mal Kelapa Gading Ext 3 #03
Unit R JI Boulevard Raya Blok M
Jakarta Utara
Tel: 021-45853665
The Frontier Community Club
#01-05
60 Jurong West Central 3
Tel: 6792 2806
Tiong Bahru Plaza
#02-K1/K6
302 Tiong Bahru
Tel: 6377 5249
West Mall
#03-02
1 Bukit Batok Central Link
Tel: 6790 7012
Sakae@Campus
Dunman High School Canteen
53 Mt Sinai Road
Park Mall
#01-15/15A
No. 9 Penang Road
Tel: 6336 7006
Harbourfront Centre
#02-85/85A
1 Maritime Square
Tel: 6276 8804
SAKAE SUSHI
OVERSEAS OUTLETS
Suntec City
#01-185/187
3 Temasek Boulevard
Tel: 6334 9276
Sentosa
#01-03
No. 50 Siloso Beach Walk
Tel: 6276 5516
The Atrium @ Orchard
#01-15
60B Orchard Rd
Tel: 6238 8820
East
Beijing
B1 117&118, Twins Mall
No.B12,
Jianwai Street, Chaoyang
District, Beijing, China Tel: Tel:
Tel: 86-10-5109 6009
The Heeren Shops
#05-01
260 Orchard Road
Tel: 6235 9083
Wheelock Place
#02-13
501 Orchard Road
Tel: 6737 6281
North
Causeway Point
#07-02
No. 1 Woodlands Square
Tel: 6892 9968
Compass Point
#04-06
No. 1 Sengkang Square
Tel: 6388 1442
Heartland Mall
#01-133
Blk 205 Hougang St 21
Tel: 6383 6127
Hougang Point
#01-15/16/17
No. 1 Hougang Street 91
Tel: 6312 1532
Bugis Junction
#02-54
230 Victoria Street
Tel: 6334 9015
Downtown East
#01-01/02
1 Pasir Ris Close
Tel: 6582 8467
Century Square Shopping Centre
#B1-02/03
2 Tampines Central 5
Tel: 6787 3887
Changi Airport North T2
Viewing Mall
#036-085
Singapore Changi Airport
Tel: 6546 5383
Changi Airport T1 Nexus Lounge
(Kiosk)
Changi Airport
Tel: 6542 8433
Eastpoint Mall
#04-11
3 Simei St 6
Tel: 6781 6281
Parkway Parade
#B1-84C
80 Marine Parade Road
Tel: 6348 6218
CHINA
Beijing
F1, Prime Tower,No.21 Chaowai
Street, Chaoyang District,
Beijing P.R.C
Tel: 86-10-6588-5111
Beijing
F2,Hualian Department
Store,Anzhen Xili, Chaoyang
District, Beijing P.R.C
Tel: 86-10-6443 6880 Ext 5246
Jakarta
Pondok Indah Mall, 2nd Floor
Unit 214, JI Metro Pondok Indah,
Jakarta 12310
Tel: 021-75900673
MALAYSIA
Kuala Lumpur
G45, Ground Floor, The Curve
Shopping Mall, No. 6, Jalan
PJU 7/3, Mutiara Damansara,
47800 PJ, Selangor Darul Ehsan,
Malaysia
Tel: 603-77251172
Kuala Lumpur
G27A Ground Floor, Subang
Parade No.5 Jln SS16/1 47600
Subang Jaya Selangor, Malaysia
Tel: 603-5631-2949
Kuala Lumpur
2F-27/28, 2nd Floor
Bangsur Village II
2, Jalan Telawi I
Bangsar Baru
59100 Kuala Lumpur
Tel: 603-22871535
Penang
2F-49 Queensbay Mall, 100,
Persianran Bayan Indah, 11900
Bayan Lepas, Pulau Pinang
Tel: 604-6430015
PHILIPPINES
Manila
26th Street Crescent West Park
Global City, Fort Bonifacio, Taguig
Tel: 632-843-4891
Beijing
Unit 2-27&28 Capitalretail
Shopping Mall, No.33 North
Guangshun Str, Chaoyang
District, Beijing City PRC
Tel: 86-10-8472 9810
Manila
Unit 2145-2146 Main Mall, SM
Mall of Asia, CM Central Business
Park, Bay City, Pasay City, Metro
Manila
Tel: 632-556-0150
Shanghai
No. 1486 Nanjing West Road
Tel: 86-21-62473884
THAILAND
Shanghai
No. 49 Zendai, Thumb Plaza
Lane. 199 FangDian Road
Tel: 86-21-68568127
Shanghai
c/o Parkson Shopping Centre,
7th floor, No. 918 Huaihai
Zhong Road
Tel: 86-21-6415 9726
Chiangmai
Unit No. G.02/2, Kad Suan Kaew
Shopping Centre, Huay Kaew
Road Tumbol Suthep, Amphur
Muang
Chiangmai 50200
Tel: 66-5389-4497
OTHER BRANDS
UMA UMA MEN
Capitol Building
11 Stamford Road #01-01
Tel: 6334 9237
SHO-U
The Central
6 Eu Tong Seng Street
#03-85/102/108/109
Tel: 6534 8066
SAKAE TEPPANYAKI
Century Square
Shopping Centre
2 Tampines Central 5
#B1-29/30
Tel: 6784 8089
CREPES & CREAM
Manila
SM Mall of Asia Bay Blvd,
Pasay City CT102 Main Mall,
Metro Manila, Philippines
Tel: 632-556-0350
Manila
SM Mall of Asia Entertainment
Mall (Kiosk 171), Pasay City,
Metro Manila, Philippines
Tel: 632-556-0350
Manila
G/F The Podium
ADB Avenue, Ortigas Center
Tel: 632-633-7350
Manila
26th Street Crescent West Park
Global City, Fort Bonifacio
Center Makati City
Tel: 632-896-3951
Manila
R1-K005 Powerplant Rockwell
Center Makati City
Tel: 632-896-3951
NOUVELLE
KA Foodlink Building
171, Kampong Ampat
#04-08 Tel: 6287 8768
www.nouvellevents.com
10 Collyer Quay,
#13-01/05 Ocean Building
Singapore 049315
Tel: (65) 6438 6629
Fax: (65) 6438 6639
www.apexpal.com

Leaping Forward - Sakae Holdings

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