A Celebration of Time

Transcription

1
2
The Business
4
Message of Chairman & Group Managing Director
7
Corporate Data
8
Board of Directors
10 Group Structure
11 The Retail Network
12 Time Watch
14 Singapore
20 Malaysia
26 Hong Kong
30 Thailand
34 Taiwan
36 emotus Time Culture
38 Financial Report
Founded in 1954 by Chairman Tay Boo Jiang, Sincere Watch Limited has over the years
built its business from a one-man watch counter to becoming the World Premier Watch
Specialist, pioneering innovative retail concepts and consistently pushing the boundaries
of watch retailing in the region.
With its innumerable marketing and retail successes, Sincere Watch Limited is built firmly
upon the steady foundation of its four key pillars: Brand Management, Fine Watch
Retailing, Travel Watch Retailing and Lifestyle Watch Retailing. Weathering the storms
and challenges that come with a growing nation’s changing economic and political
landscape, over the years, Sincere Watch Limited has not just grown its company with
increasing turnover and profits, but it has also spearheaded new initiatives in retailing,
brand building and management, as well as play a significant role in developing
the emerging group of world-savvy watch collectors in the region.
Reinforcing its position of purveyor of fine watches, understanding not just market
conditions and forecasts consumer trends and demands, Sincere Watch Limited continuously
aligns itself strategically with key business partners to enhance market position as well
as continue to gain market share, especially in emerging economies. It often tries new
combinations of business modules and marketing concepts to bring vibrancy and
dynamism to high-end luxury lifestyle retailing and brand management.
Underscoring the need for point of sales and backroom technical support to be of equal
importance to enhance customer service, all Sincere watch technicians are trained at the
prestigious Association Interprofessionelle de la Haute Horlogerie (AIHH) and the Watchmakers
of Switzerland Training and Education Program (WOSTEP). Through its extensive partnership
network of brand owners, shareholders and retailers, the Group today boosts a formidable
retail network comprising 29 watch boutiques in Singapore, Malaysia, Hong Kong,
Thailand, Taiwan, The Philippines, South Korea, Vietnam, Indonesia and China.
In 2004, the Group marks its 50th Anniversary, celebrating an illustrious period of bringing
some of the world’s most celebrated horological creations to Singapore and the region.
To commemorate this magnificent milestone, Sincere launches “A Celebration of Time”
campaign, a series of Golden Jubilee celebrations, to signify its years of service in Time,
in shaping Singapore’s watch industry and in the passion of Haute Horologie.
Series Technics
Series Luxe
In 2003, Sincere Watch Limited embarked on its highly-successful
and much anticipated Watch Specialist campaign. Aligning itself
with some of the industries strongest and most celebrated watch
brands, Sincere Fine Watches exemplified the very ethos of bringing
world-class products and services to its valued customers in this
region. Succinctly encapsulating the essence and spirit of the world’s
most sought-after timepieces, the new campaign was segmented
into: Technics, Luxe and Active. Each of these series engage specific
market penetration tactics unique to the characteristics of the
timepieces, as well as those who seek such treasures for themselves.
Series Technics
Featuring superb and masterful execution of centuries-old complications highly regarded in the
world of horology, as well as innovative new movements, this series caters to the upper echelon of watch collectors who
understand and appreciate the precision and countless hours of labour that create each timepiece.
Series Luxe
Distinctive for combining the most luxurious of metals and breathtaking gems with high complications and creative designs,
the Luxe Series seeks to underscore the pleasure and gratification that comes with owning and wearing a work of precious
art on the wrist.
Series Active
Pushing the boundaries of technical excellence, this series understands the need for
the most precise and accurate of movements with specific functions to enhance a wide range of sports and physical activities.
Created for exacting demands of scuba diving to aviation to golf, the Series Active presents a large selection of the best
timepieces to withstand the most rigorous of activities and lifestyles.
2
Series Active
Brand
Management
Fine Watch
Retailing
Travel Watch
Retailing
Lifestyle Watch
Retailing
With a market savviness that
remains unrivalled, Sincere’s
brand management has
continued to see an
impressive growth of brands
that have been nurtured and
built up in the Asian context.
Prestigious brands such as
Franck Muller, Pierre Kunz,
A Lange & Söhne, Chaumet,
de GRISOGONO, FP Journe,
L.U.C. by Chopard
Manufacture, Dubey &
Schaldenbrand and Zenith,
have been carefully
positioned and developed in
tandem with the growing
sophistication and
appreciation of watch
connoisseurs in Asia.
Continuously building on
strategic partnerships with
the world’s best and most
coveted watch brands,
Sincere Fine Watches
continues to build brand
awareness and demand for
the many watch brands that
are available in its boutiques
and retail network.
Complementing this is the
striking Watch Specialist
campaign that clearly
communicates the
international brand position
of Sincere Fine Watches and
its ability to bring some of
the world’s finest brands to
Singapore and the region.
Despite the various economic
challenges that faced the
travel industry due to
political turmoil and health
concerns, Travel Watch
Retailing has stabilized its
positioning as a viable
element of Sincere’s
business. With new
marketing and retail
strategies, it effectively
reaches out to a captive
market that is cognizant of
Singapore’s exceptional dutyfree prices of products for
sale in the Singapore Changi
Airport as well as Vietnam’s
Ho Chi Minh City airport.
Catering to this well-heeled
and savvy market which will
grow to a staggering 64
million passengers when
Terminal Three at the
Singapore Changi Airport
opens in 2006, Sincere
Watch Limited continues to
solidify its position in Travel
Watch Retailing to capture
this booming market.
A resounding success in
both Singapore and
Malaysia, Sincere’s bold
foray into Lifestyle Watch
Retailing is a clear success
indicator of the company’s
keen understanding for the
shifting trends in customer
profiles, spending capacity
and their own developing
sense of cosmopolitan style.
The revolutionary emotus
Time Culture concept of
watch retailing which was
introduced in 2001, has
now mushroomed to four
boutiques in 2003. Targeting
the young niche market
of upwardly mobile
professionals, emotus has
quickly claimed its position
at the forefront of innovative
retailing that embraces
minimalism in the clever store
design and presents unique
watch brands at competitive
prices, making the ownership
of a quality timepiece a
luxury available to all.
3
We are pleased to report that the Company has
achieved another set of sterling results for
the financial year ended March 31, 2004.
4
This year, the Company marks its
In view of the year's performance,
Dividends
Golden Jubilee and being able to report
Group EPS was 28.33 cents compared
We are pleased to report that as part
new highs for our Group revenue and
with 20.16 cents for the last financial
of the Group's 50th Anniversary
profit make this set of results even more
year. Net asset value per share increased
celebrations and in line with the Group's
special for all of us.
to 123.57 cents, up from 100.10 cents.
positive results, the Board of Directors
For the year in review, the Group
dividend of 11 cents a share less tax in
achieved record revenue of S$258
Business Growth During
The Year
million, an increase of about 16% over
The Group continued to seek new
2 cents a share less tax. Total dividend
its revenue of S$222 million reported
opportunities throughout the year and
is therefore 13 cents a share less tax
in the last financial year. Profit of
new boutiques were established to
and this compares very favourably with
S$18.5 million was also a record and
strengthen the Group's retail presence
the previous year's dividend of 3.5 cents
this represented an improvement of
in the region. In all, the Group currently
less tax.
40.6% from S$13.2 million from the
has 29 outlets and offices in the region.
has proposed a special 50th Anniversary
previous year.
addition to a first and final dividend of
Share Split And Bonus Issue
In Hong Kong, the de GRISOGONO
Additionally, the Company is proposing
The improvement in performance was
Boutique was relocated to the IFC Mall
to subdivide or 'split' the par value of
achieved despite a very difficult first
in Central after its official launch there
its shares and following that, give a
quarter when SARS hit the region. Our
and a European Company Watch
bonus issue to the shareholders. Under
ability to achieve a quick turnaround
(ECW) boutique was also opened. To
a proposed special consolidation and
after SARS and adjust rapidly to a
capitalise on the growing China market,
subdivision scheme, the par value of
changing business environment is a
the Group set up its first Franck Muller
the Company's shares will be
testimony of the Group's resilience and
boutique in Citic Square, Shanghai
restructured from S$0.25 to S$0.10.
its ability to withstand unforeseen
during the last quarter.
The subsequent post-split bonus issue
circumstances.
will comprise 32,700,000 new ordinary
Emotus Time Culture also enjoyed
shares of par value S$0.10 each and it
The post-SARS period saw economic
further growth in its business. Marketing
will be on the basis of one bonus share
growth in the region and together with
activities were stepped up and this
for every five ordinary shares held by
the lifting of travel restriction on visitors
resulted in the increased recognition of
shareholders after the proposed share
from China, the Group registered
our Lifestyle Watch Retailing division as
split. Upon the completion of these
vigorous growth from both its North-
an important player in the watch
proposed transactions, each existing
East Asian and South-East Asian
retailing industry. A second Emotus Time
shareholder will have 3,000 new shares
operations where demand for luxury
Culture Boutique was opened in One
for every 1,000 shares held.
watches remained robust.
Utama, Kuala Lumpur in March.
5
The proposed share split and bonus
appreciation to everyone for their
issue will be subject to the approval
contribution and continued support.
of the SGX and shareholders in a
General Meeting.
Thank you.
The purpose of the bonus issue is to
reward shareholders for their loyal
and continued support towards the
Company. In addition, the share split
will help to improve the market liquidity
of the Company's ordinary shares.
Prospects
The Group is well placed to increase
Tay Boo Jiang
Chairman
the market share of its business in the
region. Whilst its business will remain
competitive, the Group expects to
remain profitable for the year.
A Note Of Appreciation
From our humble beginnings in a little
shop at High Street 50 years ago, we
have now become one of the Premier
Watch Specialists in the world with an
extensive retail and distributorship
network in the region. This is not
possible without the unwavering
support of our loyal customers, business
associates, employees and
shareholders.
On behalf of the Board of Directors,
we would like to express our
6
Tay Liam Wee
Group Managing Director
Corporate Data
BOARD OF DIRECTORS
REGISTERED OFFICE
PR INC I PAL BANKERS
Mr Tay Boo Jiang
Chairman
Sincere Watch Limited
Oversea-Chinese Banking Corporation Limited
Mr Tay Liam Wee
Group Managing Director
8 Temasek Boulevard
65 Chulia Street
Mr Cecil Vivian Richard Wong
#23-03 Suntec Tower 3
OCBC Centre
Mr Lua Cheng Eng
Singapore 038988
Singapore 049513
Mr Tay Chok Yan
Telephone +65.6737.4592
Mr Tay Ngiap Jiang
Facsimile +65.6733.0923
Development Bank of Singapore Limited
6 Shenton Way
Mr Soh Gim Teik
Mr Khong Teck Kim
AUDIT COMMITTEE
Chairman
SHAR E R E GISTRA R
DBS Building
B.A.C.S. Private Limited
Tower One
63 Cantonment Road
Singapore 068809
Singapore 089758
Malayan Banking Berhad
Mr Lua Cheng Eng
AUDITORS
2 Battery Road
Deloitte & Touche
Maybank Tower
RE M UNE RAT I O N C O M M I T T E E
6 Shenton Way
Singapore 049907
Mr Lua Cheng Eng
#32-00 DBS Building Tower 2
Mr Khong Teck Kim
Chairman
Singapore 068809
I N V E S T O R R E L AT I O N S
Mr Khong Teck Kim
Partner-in-charge:
Stratagem Consultants Pte Ltd
Mr Tay Liam Wee
Mr Kenny Horlley Young
10 Anson Road
(wef FY March 31, 2004)
#15-05 International Plaza
Singapore 079903
N O M IN A T IN G C O M M I T T E E
S O L I C I TO R S
Telephone +65.6227.0502
Wong Tan & Molly Lim LLC
Facsimile +65.6227.5663
Mr Lua Cheng Eng
80 Robinson Road
Mr Tay Liam Wee
#17-02
Mr Soh Gim Teik
Singapore 068898
C O M PA N Y S E C R E TA R I E S
Bih Li & Lee
Mr Soh Gim Teik
79 Robinson Road
Mr Lim Gwee Koon
#24-08 CPF Building
Mr Khong Teck Kim
Chairman
Singapore 068897
7
Board of Directors
From left
Tay Boo Jiang
Tay Liam Wee
Tay Ngiap Jiang
Cecil Vivian Richard Wong
Soh Gim Teik
Tay Chok Yan
Lua Cheng Eng
Khong Teck Kim
8
9
Group Structure
Avante Investment Pte Ltd
100%
Culina Pte Ltd
50%
Culina Holdings Pte Ltd
100%
Culina Pte Ltd
50%
Avante Marketing Pte Ltd
100%
British Master Time Pte Ltd
100%
Emotus Pte Ltd
100%
Emotus Sdn Bhd
100%
Franck Muller Pte Ltd
100%
Heirloom Restoration Services Pte Ltd
100%
Heritage Distribution Pte Ltd
100%
Parisian Time Pte Ltd
100%
Richburgh Holdings Pte Ltd
50%
Sincere Watch Duty Free Pte Ltd
50%
Swiss Master Time Pte Ltd
100%
Times Legend International Pte Ltd
100%
Hong Kong Branch
Avante Marketing (M) Sdn Bhd
100%
Sincere Watch Sdn Bhd
15%
Sincere Watch Sdn Bhd
65%
BVL Partner Co Ltd
49%
Pendulum Ltd
49%
BVL Partner Co Ltd
10%
Leoco Enterprise Limited
75%
Times Legend (Asia Pacific) Limited
100%
Unisky Limited
33.33%
Sincere Watch Co. Ltd
100%
10
Pendulum Limited
100%
The Retail Network
SINCERE WATCH LIMITED
Corporate Office
SINCERE WATCH DUTY FREE PTE LTD
Concessions
8 Temasek Boulevard
#23-03 Suntec Tower 3
Singapore 038988
Telephone +65.6737.4592
Facsimile +65.6733.0923
Email [email protected]
Departure/Transit Lounge
#021-13/14 Passenger Terminal 1
East Shop
Telephone +65.6542.4362
Airport Office
#047-020 Passenger Terminal 2
Singapore 918156
Telephone +65.6545.1961
Facsimile +65.6545.4138
SINGAPORE
SINCERE FINE WATCHES
391 Orchard Road
#01-12 Ngee Ann City
Singapore 238872
Telephone +65.6733.0618
Facsimile +65.6235.1204
#021-39/40 Passenger Terminal 1
West Shop
Telephone +65.6545.2909
MALAYSIA
SINCERE WATCH SDN BHD
Office
Unit C175, 17th Floor KL Court
Kuala Lumpur Plaza
179 Jalan Bukit Bintang
55100 Kuala Lumpur
Telephone +603.2143.2622
Facsimile +603.2143.1622
SINCERE FINE WATCHES
304 Orchard Road
#01-22 Lucky Plaza
Singapore 238863
Telephone +65.6737.4593
Facsimile +65.6235.5991
Lot G39A, Ground Floor
Suria KLCC Shopping Centre
50088 Kuala Lumpur
Telephone +603.2166.2181
Facsimile +603.2166.2182
3 Temasek Boulevard
#01-17/021 Suntec City Mall
Singapore 038983
Telephone +65.6337.5150
Facsimile +65.6336.5296
Lot G23B, Ground Floor
50088 Kuala Lumpur
Telephone +603.2166.2173
Facsimile +603.2166.2172
FRANCK MULLER BOUTIQUE
Lot G05-06 Ground Floor
Kuala Lumpur Plaza
179 Jalan Bukit Bintang
55100 Kuala Lumpur
Telephone +603.2141.0540
Facsimile +603.2141.1178
581 Orchard Road
#02-17/18 The Shopping Gallery
at The Hilton
Singapore 238883
Telephone +65.6738.9971
Facsimile +65.6738.5221
EMOTUS TIME CULTURE
EMOTUS TIME CULTURE
391B Orchard Road #B1-36/36A
Ngee Ann City
Singapore 238872
Telephone +65.6835.2690
Facsimile +65.6835.2691
80 Marine Parade Road
#B1-68/69 Parkway Parade
Singapore 449269
Telephone +65.6348.5295
Facsimile +65.6348.4735
Lot 124, 1st Floor
Kuala Lumpur City Centre
50088 Kuala Lumpur
Telephone +603.2163.3841
Facsimile +603.2163.3840
Lot G323C, Ground Floor
One Utama Shopping Centre
1 Lebuh Bandar Utama
47800 Petaling Jaya Selangor
Telephone +603.7725.6322
Facsimile +603.7725.9322
Department Store Concessions
Level 1 Takashimaya
Department Store
Telephone +65.6735.5068
Level 1 Isetan Scotts
Telephone +65.6735.0574
HONG KONG
Office
Suite 5402-04, Central Plaza
18 Harbour Road
Wan Chai, Hong Kong
Telephone +852.2506.1868
Facsimile +852.2506 1866
BVLGARI BOUTIQUE
Shop 3, Ground Floor
St. George's Building
2, Ice House Street
Central, Hong Kong
Telephone +852.2522.8800
Facsimile +852.2522.1373
The Peninsula Plaza
Room 211, 2nd Floor
153 Rajadamri Road, Lumpini,
Patumwan, Bangkok 10330
Telephone +662.652.1812
Facsimile +662.652.1814
DE GRISOGONO BOUTIQUE
KOREA
PRESTIME LIMITED
Office
Shop 2062-2063, IFC Mall
8 Finance Street
Central, Hong Kong
Telephone +852.2522.8368
Facsimile +852.2522.8366
EUROPEAN COMPANY
WATCH BOUTIQUE
Kangnam Ku, Shinsa-Dong
663-8 WT Building
4th Floor, Seoul, Korea
Telephone +822.546.1371
Facsimile +822.546.1370
Shop 28 Ground Floor
Central Building
1-3 Pedder Street
Central, Hong Kong
Telephone +852.2522.2529
Facsimile +852.2522.9119
THAILAND
PENDULUM LIMITED
Office
TAIWAN
SINCERE WATCH CO LTD
Office
Maneeya Centre, 9th Floor
518/5 Ploenchit Road, Lumpini,
Telephone +662.254.8371-3
Facsimile +662.254.8370
5F-1 Shen Hsiang Tang Building
146 Sung Chiang Road
Taipei, Taiwan
Telephone +8862.2565.1122
Facsimile +8862.2562.3322
PENDULUM
VIETNAM
SAIGON DOWNTOWN DUTY FREE
153, Peninsula Plaza
Room 115, 1st Floor
Rajadamri Road, Lumpini,
Telephone +662.254.9076
Facsimile +662.254.9078
4/1-2 Central World Plaza
Room B115, 1st Floor
Rajadamri Road, Lumpini,
Telephone +662.255.6114
Facsimile +662.255.6115
622 Emporium Shopping Complex
Room 19-20, Ground Floor
Sukhumvit Road, Klongtan
Bangkok 10110
Telephone +662.664.8377
Facsimile +662.664.8379
Gaysorn
Unit No. 1F-12
The First Floor,
999 Plonchit Road, Lumpini,
Telephone +662.656.1116
Facsimile +662.656.1124
395 Namdaemoon 5 Ga, Chung Gu
1st Floor, Seoul Hilton Hotel
100-095 Seoul, Korea
Telephone +822.756.2602
Facsimile +822.756.2605
102 Nguyen Hue Street
District 1, Ho Chi Minh City
Vietnam
Telephone +848.823.4553
Facsimile +848.823.4546
Tan Son Nhat Airport
Ho Chi Minh City
Vietnam
Noi Bai International Airport
International Departure Hall
Hanoi
Vietnam
INDONESIA
Plaza Senayan
Level 1 Unit 121B
Jakarta
Telephone +6221.572.5688
Facsimile +6221.572.5355
CHINA
Shop 102, Level 1
Citic Square
1168 Nan Jing West Road
Shanghai 200041
China
Telephone +8621.5292.9596
Facsimile +8621.5292.8626
11
Time Watch
From a small watch corner shop tucked away in 22 North Bridge Road,
Sincere Watch has grown to be the world premier watch specialist, which
has spurred the growth and development of the horological industry in
Singapore and Asia.
The Swinging ‘60s
The Fledgling ‘50s
In a decade where this young nation
was beset with growing pains and the
emergence of national pride, Tay Boo
Jiang left his reliable job as a watch
salesman to open Sincere Watch and
Fountain Pen Dealer. Business was
conducted from a four-by-five feet Lshaped counter. The rent was $250 and
Tay was assisted by his wife and his
youngest brother, Ngiap Jiang.
The counter was located in the Sincere
Department Store, one of the most
reputable retail stores at 22 North Bridge
Road. Though young in age, Tay
possessed an astute judgment of prime
location and recognised the importance
of the area then. This sense of good
foresight later paved the way for
Sincere’s numerous strategic locations
of its boutiques. From North Bridge
Road, Sincere later made its way through
High Street and then Orchard Road,
always close to where customers
preferred to be.
The decade that heralded the independence
of Singapore, and its emergence as a
tiny nation destined for greater things.
Using their building blocks carefully,
both Singapore and Sincere Watch
Limited looked beyond the limitations
of the era to a day when growth would
be phenomenally successful. On 9
March 1963, Sincere Watch & Fountain
Pen Dealer moved to larger premises at
the junction of High Street and North
Bridge Road, which was an astute
strategic move, as this area became a
shopping focus of the city, assuring
Sincere of a steady stream of customers.
Careful not to over-reach, during the
‘60s, Singaporeans started to emerge
as a united force, puling together the
fragments that had characterized its
existence before independence in 1965.
To engage the appeal of its growing
Indonesian customers, as well as
Malaysian royalty and political and
business leaders, Sincere offered a
generous selection of timepieces from
renowned brands like Omega, RADO,
CYMA, Tissot, Longines, Sandoz and
Fortis. Every decade has brought Sincere
new customers, each with their own
unique tastes and preferences. Honing
a product often has been a consistent
task of Sincere throughout the years
with constant fine-tuning to suit
changing customer demands.
The Groovy ‘70s
The boom time for Singapore and the
world, the ‘70s heralded the era of not
just honing in on the Singapore identity,
but also facing the challenges of new
technology – such as the quartz watch
and how that totally revolutionized the
pleasures of marking and measuring
time. Sincere Watch was well placed to
capitalize on this global phenomenon,
which was to make watches more
accessible and reflective of personal
taste and style in the years to come.
During an era that saw revolutions in
the watch industry with the onset of
quartz watches and restructuring of the
Swiss watchmaking industry, Sincere
kept abreast of not just local demands
and tastes, but that of the world at
large by sending its first contingent to
the Basel Watch Fair for the first time
in 1972. By taking this step to align
itself with the international watch
market and trends, Sincere entered a
phase of expansion. Keeping watch on
the shift in tourist traffic to Orchard
Road, Sincere went on to establish a
new shop in Lucky Plaza, bringing stellar
brands such as Omega, RADO, Tissot,
Longines, Audemars Piguet, SEIKO,
Citizen, Patek Philippe, Girard Perregaux
and many others closer to where the
customers prefer.
The Dynamic Millennium
The Flourishing ‘90s
The Bejewelled ‘80s
Singapore gets into its groove – a robust
economy in the early ‘80s, coupled with
an emerging sense of style and
confidence as a nation, its people were
quickly coming up on par with the rest
of the world in terms of fashion, music
and lifestyle. Rapidly developing
technology in the world of watches
meant that Sincere Watch was also
ready to take on its next steps to
growing with the country and its
surrounding region. Ironically, it was
during this decade that the Swiss
watchmakers made a strong comeback
as watch collectors found their groove
by collecting quartz watches alongside
some of the world’s most complicated
timepieces. With the renaissance of the
complicated timepiece, Sincere Watch
appointed a new Managing Director,
Tay Liam Wee, whose international
exposure and experience provided the
catalyst to propel the company
internationally. The regional growth of
the company was in tune with the
anticipated soaring demands for highend luxury timepieces that would
inevitably come concurrent to the
growing economies of Asia. Catering
to this growing appreciation for fine
timepieces, Sincere added on prestigious
timepieces like Jaeger-LeCoultre, EBEL,
Piaget, International Watch Company,
Brietling and Vacheron Constantin to
its already extensive stable of brands.
At a time when Singapore was raising
the bar all across the region, Sincere
was ready to take the region by storm
with an aggressive expansion plan to
open new markets in South East Asia
as well as to pioneer a new division
called Travel Watch Retailing. As part
of this great surge forward, Sincere
listed itself on the SEDAQ Board and
opened its doors and acute business
acumen to discerning customers and
business partners all over the world.
With the necessary funding, Sincere
Watch Limited springboard into the
North Asia region, opening distribution
channels in Hong Kong, Macau, China,
Taiwan, South Korea and Malaysia
where the first Sincere boutique made
its presence in Kuala Lumpur KL Plaza.
As the region sought to restructure itself
to keep pace with global economies,
Sincere was at the forefront of luxury
lifestyle retailing and marketing
concepts, opening its flagship boutique
at the prominent Ngee Ann City in 1994.
In addition, Sincere sought to up the
standard of watch retailing by initiating
the first of a series of service training
schemes involving all levels of staff,
thereby enhancing product know-how
and customer service. As Sincere
underwent the transition to become a
sophisticated watch retailer boosting
world-class standards, it celebrated its
40th anniversary in 1994. To mark the
occasion, Sincere launched an elaborate
Jubilee programme titled “A Tribute to
Time” that included a first-of-its kind
exhibition of rare museum and
collectors’ timepieces and a
commemorative coffee table book.
Along with the growth of Singapore into
an important Watch Hub in South East
Asia and the 8th largest Swiss watch
importer in the world, Sincere Fine
Watches soared ahead in the new
millennium, making inroads into
positioning itself as the World Premiere
Watch Specialist. The new millennium
marks the significant milestones for the
company; the year 2001 saw the launch
of Sincere’s Lifestyle Watch Retailing
concept with the inception of the
revolutionary emotus Time Culture. In
2003, the Brand Management division
expanded with the acquisition of
horological notables such as FP Journe,
European Company Watch, de
GRISOGONO, Zenith Manufacture, and
in February 2004, L.U.C by Chopard
Manufacture, bringing the total number
of Sincere exclusive brands to an
impressive 11. The year 2003 also saw
the launch of the Watch Specialist
Campaign by Sincere Watch, thereby
pioneering an innovative method of
classification of timepieces to cater to
the growing sophistication of watch
retailing and customers’ needs. Coupled
with strong marketing and retail initiatives,
through dynamic brand management
and a keen purveying skills, Sincere
Watch Limited had built a formidable
network of retail outlets spanning 10
countries by March 2004. In celebration
of the Group’s 50th Anniversary in 2004,
Sincere launches “A Celebration of Time”
Golden Jubilee Campaign that
encompasses a host of world–first events
and most notably, the Golden Jubilee
Collection which marks the partnership
between Sincere Fine Watches and the
world’s renown luxury watch and
jewellery Groups such as Richemont, the
LVMH Group, Swatch Group and
independent watchmaking houses.
9
FAR LEFT
Tam Kam Beng
Tay Liam Sze
Barbara Long
Patrick Tan
Tan Chia Ling
LEFT
Tay Kok Kian
Susanna Kang
Axron Lim
Ong Ban
Teng Chee Kiong
Chew Nam Yeo
Singapore
This has been an exceptionally busy year for the Singapore market,
as a varied series of exclusive events and new products were launched
into the market. Testament to the creative and innovative marketing
and retail strategies employed by Sincere Watch Limited, the year’s
performance has set new benchmarks for improved performance and
even better understanding of market forces and consumer tastes.
Despite the economic challenges in the first two quarters of 2003,
Sincere Watch Limited’s sound marketing and retail strategies has
emerged not only unscathed, but in a sound position to spur even
more growth in Singapore and the region.
CLOCKWISE FROM TOP LEFT
Sincere Fine Watches, Ngee Ann City
Sincere Fine Watches, Suntec City
Sincere Fine Watches, Lucky Plaza
Franck Muller Boutique, The Shopping Gallery at The Hilton
15
Audemars Piguet Launch
Understanding the importance of
relevance to product positioning and
special timepieces that are inspired by
specific events or current affairs, Sincere
Fine Watches and Audemars Piguet
jointly hosted the movie pemiere of
Terminator 3 on 10 July 2003 to launch
the popular Royal Oak Offshore T3. Held
at Golden Village in Great World City,
the premiere saw a turnout of over 200
Sincere Watch Limited customers who
came to catch a preview of the Royal
Oak Offshore T3 collection and the
much-anticipated movie Terminator 3.
FROM TOP TO BOTTOM
Mr Oliviero Bottinelli from Audemars Piguet and Mr Patrick
Tan from Sincere Fine Watches
Royal Oak Offshore T3 Chronograph was launched in
Singapore at the exclusive movie premiere of Terminator 3.
Mr Oliviero Bottinelli, Mr and Mrs Larry Wee and
Mr Ng Tjeng Jaw
Royal Oak Offshore T3 Chronograph
Premiere of FP Journe – The
New Century Watchmaker
Readily acclaimed by the horological
world that FP Journe and his inspiring
complication timepieces, as one of the
shining new stars of the millennium,
Sincere Fine Watches was delighted to
launch this exclusive new brand as
another key player in its stable of fine
Mr Tay Liam Wee, Mr and Mrs Wee Ee Cheong
Mr and Mrs Kris Wiluan
Mr and Mrs Peter A Knipp
watches on 28 August 2003 at the
Asian Civilisations Museum.
Underscoring the company’s celebration
of fine complications that surpass
established levels of accuracy and fine
workmanship, Sincere Watch Limited’s
distribution and management of FP
Journe was applauded by watchcollectors in Singapore who attended
an elaborate one-day only Exhibition of
Mr Chew Choon Seng and Mr Tay Liam Wee
FP Journe’s internationally-acclaimed
timepieces at the Shaw Foundation
Foyer of the Asian Civilisations Museum.
FP Journe Tourbillon Souverain A Remontoir
16
European Company Watch
Premiere
Constantly seeking out shining new
horological stars, Sincere Watch Limited
launched the much-heralded European
Company Watch (ECW) to its delighted
customers in Singapore and the region
on 26 September 2003 at the newly
renovated theatre, The Attic. Having
already made a name for itself when it
was presented at the WPHH in 2001,
this avant-garde brand debuted in
Singapore at an intimate party jointly
European Watch Company Panheart
hosted by local celebrity photographer
Geoff Ang and Sincere Fine Watches.
Positioning this fresh new brand
carefully in line with its international
appeal, guests from the media, fashion,
creative and theatrical circles attended
the event, entitled ‘Sixties Italian’ in
keeping with this Italian watch brand’s
essence and appeal.
Ms Ericia Lee, Mr Ix Shen and Mr Vincent Lapoete
Mr Tay Liam Wee and Ms Denise Keller
Mr Geoff Ang
Jaeger-LeCoultre and Sincere
Fine Watches celebrates
the Arrival of the Master
Compressor Geographic and
Master Compressor
Automatic
Reaffirming its commitment to bringing
the newest and best of haute horology
to its customers, Sincere Fine Watches,
Mr Eric Teng, Mr and Mrs Lawrence Wee and
Mr Tay Liam Wee
Mr Patrick Tan from Sincere Fine Watches and
Mr Maxime Labey from Jaeger-LeCoultre
together with Jaeger-LeCoultre,
presented the Master Compressor
Geographic and Master Compressor
Automatic at an exclusive cocktail party
at the New Asia Bar on 24 September
2003. Capitalising on the travel theme,
the event underscored Sincere Fine
Watches’ creativity and strictest
adherence to high-end luxury lifestyle
retailing; signature trademarks of the
company’s retailing strategies.
FAR LEFT Jaeger-LeCoultre Master Compressor Geographic
LEFT Jaeger-LeCoultre Master Compressor Automatic
17
Sincere Celebrates the
Birth of a Black Beauty –
de GRISOGONO
Perhaps the most anticipated and
extravagant gala dinner to be hosted
in recent months, the Premiere Gala
Dinner of über-luxe bejeweled watch
brand de GRISOGONO, saw the breathtaking presentation of over S$400 million
worth of some of the world’s most
stunning and luxurious jewellery and
timepieces. Privileged guests invited to
the event held on 11 November 2003
de GRISOGONO Series No. Uno
at The Fullerton, also had the
opportunity to meet the creator of the
brand himself, Mr Fawaz Gruosi, who
specially flew in from Geneva for the
occasion. Through the evenings’ décor,
menu, and entertainment, the de
GRISOGONO’s brand position was clearly
defined and communicated to the
dazzled guests. Treated to an
Mr Kevin Chau, Mr Fawaz Grousi and Mr Tay Liam Wee
Mrs Tina Tan-Leo
Mrs Shabnam Melwanie-Res
extravaganza of elegant European
glamour reminiscent of an aristocratic
royalty with the ballroom and the
Celebrating a Rising
New Star –
Zenith Manufacture
surrounding areas transformed into a
grand palazzo, Sincere Watch Limited
successfully launched a brand that
Always appreciating the importance of
clearly underscores the global relevance
joint-ventures and strategic alliances to
of the company and the products it
strengthen not only brand positions,
offers its privileged customers.
but market dominance, Sincere Watch
Limited and LVMH Group have forged
an exclusive partnership for Zenith
Manufacture. With a strong stable of
impressive complications and iconic
timepieces, Zenith watches will now be
exclusively distributed in Sincere Fine
Watches boutiques in Singapore and
Malaysia. To mark this milestone
partnership, an exclusive dinner party
was held at The Raffles Hotel on 28
November 2003 to not only celebrate
the new relationship, but also offer a
preview of the 2003 collections which
were unveiled in South-east Asia for the
first time.
FROM TOP TO BOTTOM
Mr Tay Liam Wee and Mr Thierry Nataf
Ms Lisa Lin, Ms Tracy Cheuk and Ms Triska Tan
Dr Bernard Cheong and Mrs Dolly Cheong
RIGHT Zenith Grande Chrono Master Open Steel
18
Franck Muller’s Nocturnal
Concert Party
Retail Advertising
Annually setting the standard for stylish,
importance of collaboration and
trendy and über-hip parties attended
maximization of resources to garner
by the country’s most fashionable and
optimum market share, to which end a
well-known celebrities, this year’s Franck
series of creative and innovative window
Muller Party was no exception. Aligning
display-based marketing events,
the brand with an event that
supported by special promotional
characterizes the brand’s essence and
privileges, were created. While an
ethos of creative genius coupled with
objective of this highly-effective
meticulous timekeeping and innovative
marketing format was to bring the best
new movements, the brand has shown
possible value to our privileged
phenomenal success under the nurturing
customers, another objective was to
hand of Sincere Watch Limited. The
also bring to them exclusive timepieces
party, held at the Suntec Convention
unavailable anywhere else in the country.
Sincere Watch Limited values the
Hall on 21 February 2004, saw the
gathering of its staunchest followers to
celebrate the brand’s continued success.
The 800 guests that turned up in their
most glamorous outfits paid tribute to
the watch brand and its creations by
FROM TOP TO BOTTOM
Mr Tay Liam Wee and Mr Chew Choon Seng
A group of esteemed watch collectors came together to
celebrate the exchange partnership between Sincere Fine
Watches and Chopard.
having the time of their lives at a party
which set new standards for watch
events in this country and the region.
Sincere and Chopard
Celebrate the Launch of
L.U.C. by Chopard
Manufacture
Moving in line with its strategy to forge
closer ties with strategic business
partners in the horological market place
to maximize brand growth and turnover,
Sincere Watch Limited entered into an
exclusive partnership with L.U.C. by
Chopard Manufacture. Signifying the
availability of the L.U.C. watches
exclusively at Sincere Fine Watches
boutiques in Singapore, the partnership
will also see joint synergy in growing
and developing the brand. A dinner to
celebrate this, was jointly hosted by
Sincere Fine Watches and Chopard
Manufacture at Equinox, Swissotel on
19 March 2004. Continuously seeking
FROM TOP TO BOTTOM
The windows of the Ngee Ann City boutique was
transformed to complement the launch of European
Company Watch.
Sincere’s window display showcasing the luxurious
timepieces from Franck Muller, Piaget, Bvlgari, Chopard,
de GRISOGONO and Vacheron Constantin.
In conjunction with South East Asia premiere of FP
Journe, Sincere launched an extensive outdoor
advertising campaign, comprising of street branding
along Orchard Road and Andrew Road.
to bring the highest standards of
horology to Singapore, established
watch journalist and author, Mr Gisbert
Brunner and Mr Karl-Friedrich Scheufele,
Vice-President, Chopard, explained
FROM TOP TO BOTTOM
Mr Lane Pendleton, Mr Tay Liam Wee, Mr Lim Thiam
Yew and Mr Lionel Leo
Ms Liz Quek, Mrs Jaime Cuaca and Ms Celina Lin
Mr and Mrs Raj Singham
Chopard’s unique manufacture
movement and the highly-acclaimed
tourbillon, to the delighted guests.
19
FROM LEFT
Gary Chow
Jenny Tan
Yek Wai Shien
Tay Liam Khoon
Malaysia
While it proved to be a challenging first half of the fiscal year for
Singapore, it was a busy year at Sincere Watch Sdn Bhd, as its
consolidation of operations of the previous year began to show fruit
with the strengthening of its position in the retail market in Malaysia
with the strategic use of prime retail space that was made available.
New strategies were implemented in tandem with the shifts in location
and exposure to different demographics of potential customers.
CLOCKWISE FROM TOP
Sincere Fine Watches, Suria KLCC
Sincere Fine Watches, KL Plaza
Sincere Fine Watches Luxury Boutique, Suria KLCC
21
FP Journe Chronometre A Resonance
Datuk and Datin Low Keng Kok and Ms Jenny Tan
Tengku M.Fauzi, Mr Baharuddin Mustafa and
Mr Tay Liam Khoon
Mr and Mrs Rahim Tan Sri Mohd Din,
and Mr and Mrs Chong Wei
FP Journe in Malaysia
Delighted watch-collectors and
connoisseurs in Malaysia welcomed the
news of the brand’s presence in the
country. Widely-acclaimed as the next
big name to watch in the world of
watches, Sincere Watch Limited was
pleased to bring to its customers, the
opportunity to not only own some of
Mr Tay Liam Wee, Ms Natalia Signoroni and Mr Francois Paul Journe
Mr Samsudin B.Ibrahim, Mr Patrick Tan and Mr Y.H.Tang
the world’s most coveted timepieces,
but to meet the watchmaker himself,
Francois Paul Journe, who was present
for the launch of the brand. Attended
by avid watch enthusiasts, and prominent
figures in the business and social scene,
the event featured Mr Journe’s complete
range of internationally-acclaimed
timepieces and two rare pocket watches
which made their world debut. Jointly
hosted by Sincere Fine Watches and FP
Journe, the event served to underscore
the company’s commitment to bringing
the world’s newest and most respected
potential stars of the horological world,
to its customers.
22
Franck Muller and the
High Seas
Constantly seeking new and innovative
ways of creating brand awareness with
new strategic business partners, Sincere
Fine Watches co-hosted a dinner with
American Express Platinum Card division
for its members at Cilantro, on 12 March
2004. With the objective of showcasing
a six-star cruise liner for its members
and the lifestyle elements that
accompany such a holiday, Franck Muller
timepieces were in fine company, as the
brand was aligned with the appropriate
products that complement the identity
of the brand and its collections. An
exclusive exhibition featuring some of
the brand’s most iconic pieces were
presented to the delighted guests.
Franck Muller Crazy Hours
FROM TOP
Mr & Mrs Andrew Abishegam, Ms Lee Siew Lee and
Ms Nancie Foo
Mr Robert Chong, Mrs Chong Leng Leng, Ms Nancie Foo
and Mr Wong Kang Yeow
Ms Rosemarie Wee, Ms Jenny Tan, Ms Chan Mo Lin
and Mr Tay Liam Khoon
Horological Time Exhibition
– World Tour of Maurice
Lacroix Timepieces
Showing strong partnership with key
watch brands, Sincere Fine Watches
was chosen by leading watch brand,
Maurice Lacroix for the opening stop
of its unprecedented world tour across
countries and continents such as
Datin Patsy Loh, Ms Faridah Teh, Mr Tay Liam Khoon,
Ms Florence Fang and Ms Adelina Tan
Mr Eddie Tan, Ms Wong Ching Lan and
Mr Rajan Gunaretnam
Australia, Japan, Singapore, Europe
and The United States of America.
Showcasing unique collectors’
timepieces, privileged guests at the
exhibition held from 15 to 24 August
at the rotunda of Kuala Lumpur’s most
prestigious shopping mall, KLCC, were
also offered the unique opportunity to
own these sought-after collectibles.
Maurice Lacriox FHF Timepiece
23
Time Travel with
Jaeger-LeCoultre
Sincere Watch Limited, together with
Jaeger-LeCoultre launched the highlyanticipated Master Compressor
Geographic, on 14 October 2003 at the
Malaysian Petroleum Club. Epitomising
the strengths and characteristics of the
watch and the brand, the event was
conceptualized and designed to
enhance these very elements with the
cuisine and ambience. Additionally,
Jaeger-LeCoultre Master Compressor Geographic
Sincere Fine Watches, also offered
limited edition Master Compressor
Geographic timepieces that
incorporated Kuala Lumpur as one of
the cities in the 24 time zone disc, to
its privileged customers.
Mr Tay Liam Khoon, Ms Zen Wong, Ms Elaine Daly,
Ms Winnie Loo and Mr Maxime Labey
Ms Alice Chai, Ms Cheng Lian and
Ms Jenny Tan
Jaeger-LeCoultre High Tea
Tapping into the growing pool of
women who collect world-renowned
timepieces, Sincere Fine Watches –
together with Jaeger-LeCoultre – hosted
a private high tea for some of its most
privileged customers on 11 September
2003 at Passion Road. Using the
opportunity to showcase the brand’s
versatility in both complications and
bejeweled timepieces, representatives
from both Sincere Fine Watches and
Jaeger-LeCoultre were able to inject an
atmosphere of social engineering, which
proved to be especially successful and
appreciated by the guests.
24
Ms Shivy Thirathraj and Ms Nancy Tan
Ms Florence Fang, Ms Faridah Teh, Ms Julie Lim and Ms Jenny Tan
The Wonders of
Patek Philippe
In keeping with its position of purveyor
of fine watches, Sincere Watch Limited
brought some of the world’s most
historically-significant timepieces to a
privileged few in Kuala Lumpur in its
exclusive ‘The Wonders of Patek
Philippe’ private dinner and exhibition
on 4 August 2003. Unveiling the Patek
Philippe 2003 creations to its delighted
guests, Sincere Fine Watches, with Patek
Philippe also showcased some of Patek
Philippe’s most exquisite timepieces,
such as the 10-Day Tourbillon, which
proved to be the highlight of the
evening. Besides the Basel 2003
collection, guests were able to view the
most comprehensive range of exquisite
Patek Philippe complicated timepieces,
paying tribute to a master watchmaker
where each individual model has always
been amongst the most highly prized
Datin Patsy Loh and Mdm Adelina Tan
and sought after by collectors around
Mr Tay Liam Khoon, Tan Sri Shamsuddin, Puan Sri Sapura
Shamsuddin and Ms Jenny Tan
the world. During dinner, the privileged
guests were given a glimpse of the
timeless treasures in the prestigious
Patek Philippe Museum in Geneva with
a presentation by Mrs Pamela Cloutier
of Patek Philippe, Geneva, again offering
guests an exclusive insight into one of
the horological world’s most respected
watchmaking houses.
FROM TOP TO BOTTOM
Datin and Datuk Kerk Choo Ting
Datuk Mukhriz Mahathir and Datin Norzieta Zakaria
Mr Terry Lim and Mr Ricky Ng
Patek Philippe Ref 5074
25
FROM LEFT
Kevin Chau
Tay Liam Wuan
Andrew Chew
Lennon Lau
Hong Kong
The Hong Kong market continues to raise the bar for the company’s
strategic alliances, brand management and innovative brand building
concepts. Continuing to maximize the success of event marketing
and supporting retail mechanics, the Hong Kong arm of Sincere
Watch Limited had a busy year, launching the acclaimed European
Company Watch brand, opening of the de GRISOGONO boutique in
Hong Kong International Finance Centre as well as surpassing its
previous standards with the Franck Muller party.
Sincere’s continued strategic partnership with several of Hong Kong’s
leading watch retailers is well placed to maximize market presence
and dominance in Hong Kong. These partners include Carlson Watch
Co Ltd, Carda Watch Co Ltd, Elegant Jewellery Company Limited,
Emperor Watch & Jewellery Co. Ltd, Europe Watch Company Limited,
King Fook Jewellery Group Limited, Prince Jewellery & Watch Company,
Right Watch Company Limited, Yes Watch Co. Ltd, Halewinner Co.
Ltd and Luck Hock Jewellery Co (Macau).
FROM TOP LEFT
de GRISOGONO boutique, IFC Mall
European Company Watch boutique, Central Building
Franck Muller boutique, St. George’s Building
27
de GRISOGONO
Opens a New Boutique
in IFC Mall
With a commitment to bringing worldclass service and products to customers,
Sincere Watch Limited opened the doors
to a new de GRISOGONO boutique in
Asia on 27 February 2004. Styled after
the boutiques in Geneva, Gstaad, Rome,
London and Paris, the high-end luxury
jewellery and timepiece boutique set
new standards for luxe retailing in Hong
Kong. Encapsulating the magic of the
de GRISOGONO Instrumentino
de GRISOGONO Galuchat Necklace
brand’s signature black diamonds and
an avant garde imagination in design
and use of jewels and gems, the de
GRISOGONO boutique marks yet
another milestone for Sincere Watch
Limited in Hong Kong, keeping its
products and services ahead of its
competitors.
Mr George Chen and Mrs Rowena Chen
Mr Fawaz Gruosi and Mrs Yvette Yuen
Mr Kevin Chau and
Mr Kevin Lam
European Company Watch
First Unveils in Hong Kong
Artistic Talent & Watch
Making Expertise
Bringing the Italian European Company
Watch to Hong Kong brought an element
of freshness and avant garde Italian style
to the horological world in this city. The
launched of ECW in Hong Kong, with
Mr Marvin Ma, Mr Tyrone Wong, Ms Jeannie Guo,
Mrs Barbara Ma and Mr Kin Chan
Mrs Winnie Ma and Mr Philip Ma
Ms Eunis Chan and Mr Nicky Kwok
the opening of its first boutique in Central
Building was marked with a party at Fly
on 10 October 2003, where, the latest
range of ECW watches were unveiled.
The collection of watches combine Italian
creativity illustrated in the extraordinary
design with reputed Swiss rigour and
expertise in precision of movements.
Guests included Mr & Mrs James & Jane
Louey, Mrs Yumiko Kuok, Mr & Mrs Kevin
& Sabrina Lam, Ms Bonnie Gokson, Mr
William Ma, Ms Louise Kou, Mr Barney
Cheng, Mr & Mrs Jonathan & Dorothy
Cheng, Mr & Mrs Michael & Janet Wong,
Ms Eunis Chan & Mr Ricky Kwok, Ms
Sofie Rahman, Mr Cheung King Hin, Mr
European Company Watch Armada
28
Sam Lee and Ms Amanda Strang.
The colossal stars and velvet lounge seats were specially made for the much-anticipated party of the year.
Mr Kasey Lin and Mrs Christina Lin
Ms Sofie Rahman
Franck Muller Party 2003:
Launch of the New
Collection ‘Crazy Hours’
In celebration of the brand’s highlysuccessful and sought-after new
movement, The Crazy Hours, the Franck
Muller Party 2003 was the social event
of the year in Hong Kong, surpassing
other parties with the impressive turnout
Mr Kevin Chau, Mrs Mira Yeh and Mr V-nee Yeh
Mrs Cecilia Tan and Mr Louis Tan
of celebrities, socialites, and luminaries.
The party held on 13 December 2003
was at the Hong Kong Convention &
Exhibition Centre, which was completely
transformed to translate the magic of
this highly-sought after brand, into
reality. Among the guests were
trendsetters including Ms Pansy Ho, Mr
and Mrs Andrew Yuen, Mr and Mrs
James Louey, Mr and Mrs V-nee Yeh, Ms
Ming Ho, Ms Deedee Poon, Mr William
Ma, Mr and Mrs Kai-Bong Chau, Mr &
Mrs Didier Li, Mr Louis Tan and Ms Cecilia
Yip, Ms Marianne Chan, Mr Kasey Lin
and Ms Christina Ng as well as Ms Miriam
Yeung attended this extravaganza.
Franck Muller Long Island Crazy Hours
29
FROM LEFT
Sirisopa Chulasewok
Yuki Srikarnchana
Mondakhan Kridakon Na Ayudhaya
Siriporn Kuprasertsin
Thailand
Thailand continues to see a strong growth and demand for high-end
luxury and technical timepieces – a trend that will continue with the
country’s own growth and development. Striking a steady balance
between being a trendsetter and a steady, reliable established watch
retailer backed by 50 years of experience and quality service, through
the Pendulum boutiques in Bangkok, Sincere Watch Limited continues
to introduce and host events that clearly showcase the strengths and
assets of the company.
CLOCKWISE FROM TOP LEFT
Bvlgari, Peninsula Plaza
Pendulum, Gaysorn
Pendulum, Emporium Shopping Complex
Pendulum, Central World Plaza
31
The Myterious World
of Panerai
Highly-successful Italian brand, Panerai,
along with Sincere Watch Limited,
presented ‘The Mysterious World of
Panerai’ at the Bed Supper Club on 26
November 2003. Once again breaking
the boundaries of event marketing for
timepieces, this Panerai party was an
evening of fun and socialization as the
venue was transformed into the interior
of a submarine plunging into the depths
of water, dilled with lights, colours and
exhilarating music. With the timepieces
taking centre stage together with the
décor and the entire event concept,
guests were able to fully appreciate the
FROM TOP TO BOTTOM
Ms Yuki Srikarnchana, Managing Director of Pendulum
together with Ms Alexandra Zoller from Panerai, Dr.
Chatchawin Charoen-Rajapark and Ms Mondakhan
Kridakon Na Ayudhaya.
Panerai fans club are showing their collection at Panerai
party under the theme of "The Mysterious World of
Panerai" This party offered the opportunity for all our
Panerai customers to get together and socialize.
naval history of the brand.
Panerai Luminor Marina Tantalium
A Grand Date to Remember
In collaboration with Jaeger-LeCoultre,
Sincere Watch Limited launched the
Reverso Grand Date at a themed event:
A Grand Date to Remember on 22 July
2003. Showcasing the brand’s newest
innovative model launched earlier in the
year at SIHH, the clever transformation
of the iconic classical Jim Thompson
House into a watch gallery, where
Jaeger-LeCoultre’s luxurious and classic
The offical launch of Jaeger-LeCoultre Reverso
Grande Date.
creations were elegantly showcased.
Accompanied with a stylish fashion
show engineered to subtly highlight the
attributes of these timepieces, guests
were entranced by not only the
timepieces, but the wonderful ambience
as well. The timepieces were then
presented to the public at the Pendulum
Gaysorn showroom for two weeks,
23 July to 6 August 2003. This is the
first time that the Jaeger-LeCoultre full
collection was exhibited in Thailand.
Jaeger-Lecoultre Reverso Grande Date
32
Models displaying Jaeger-LeCoultre Reverso Grande Date collection.
Egérie Collection by
Vacheron Constantin
Leading luxury and complication brand,
Vacheron Constantin, launched its latest
Franck Muller Exhibition
collection, Egérie, at Pendulum Gaysorn
The Master of Complications, with his
for two weeks from 23 October to 5
breath-taking creative timepieces and
November 2003. Designed as a tribute
jewellery took centre stage at the Franck
to the modern woman, the collection
Muller Exhibition at the Pendulum
emphasized the very attributes of social
Gaysorn showroom from 27 March to
activity and contemporary society that
27 April 2003. Featuring not only the
has underpinned Sincere Watch Limited’s
newest models and haute horology
growth strategy in Thailand. Visited by
pieces, the exhibition was a strategic
the country’s foremost watch-collectors
reminder of the brand’s ethos and
and connoisseurs, the exhibition proved
winning retail strategy of combining
to be a resounding success.
some of the world’s most ingenious
complications with the whimsical genius
of Franck Muller. By subtly re-introducing
the brand to a constantly changing
demographic of customers, Sincere
Watch Limited reinvents brand freshness
to maintain a strong demand for such
high-end timepieces.
Hermes"Underwater Treasure" concept window display.
Hermès Underwater
Treasure: The Discovery
of Hermès Precious
Watch Collection
Aligning itself with one of the world’s
most sought-after luxury brands,
Hermès, Sincere Watch Limited, along
with Hermès Boutique and La Montre
Hermès of Switzerland introduced the
Egérie, the latest collection from Vacheron Constantin
was launched at Pendulum Gaysorn.
BELOW Vacheron Constantin Egérie
brand’s diamond adorned timepieces
for the first time in Thailand. Playing up
New collection of Franck Muller timepieces were
showcased at the exhibition held at Pendulum Gaysorn.
the theme of ‘Underwater Treasure’,
iconic signature Hermès watch models
were showcased – this time decorated
and embellished with diamonds. Held
on 27 November 2003 at the Hermès
Boutique, Emporium Shopping
Complex, the event was conceptualized
in keeping with the brand’s holistic
appeal, which included a fashion show
featuring understated simplicity and
Hermès watches, which closed the
dynamic event.
Franck Muller Crazy Hours
33
FROM LEFT
Frederick Jeng
Laio Hsiao Hsing
Wendy Chang
Jans Chan
Taiwan
Sincere Watch Limited continues to strengthen its brand and market
position in Taiwan by working closely with retailers to conceptualise
and develop new marketing and sales initiatives to keep the various
products fresh and relevant to the changing tastes and growing
sophistication of its customers. By bringing the newest and latest
models of highly-renowned and much sought-after timepieces, Sincere
Watch Limited has further strengthened its position in Taiwan as the
purveyor of fine watches, representing international standards in
products, service and marketing savvy.
Franck Muller window display at various
point-of-sales boutiques in Taiwan
Launch of Franck Muller Crazy Hours and Tourbillon Revolution
Underpinning the importance of Franck Muller creations in the world of haute
horologie, Sincere Watch Limited, together with its Taiwanese retail partner, Chung
Mei Watch Store, presented an exclusive exhibition to its customer in Taipei. This
three-tier event began with the Franck Muller VIP Luncheon held on 22 July 2003
at Carrera Italian Restaurant, where the newest and much sought-after Franck
Muller timepieces were available for customers to view and try on.
Underpinning the brand messages and the importance of the timepieces features,
a press gathering was also hosted that day, with specific attention to brand position
and product familiarization.
To follow-through the introduction of the key Franck Muller pieces to the VIP
clientele, another exhibition was held from 5 December to 10 December 2003,
with Chung Mei. Featured here were some of the brand’s most important creations
and complications, showcasing not only some of the most complicated watches
in the world such as the minute repeater and tourbillon, but stunning bejeweled
creations. Customers were also privileged to see and experience the latest Franck
Muller complication that had earlier been unveiled to the VIP customers; the Crazy
Hours collection.
35
FROM LEFT
Vertic Kok
Linda Lee
Elsa Tay
Tay Liam Sze
emotus Time Culture
The ethos and marketing strategy that underpins the emotus retailing
concept of focusing strongly on its four distinct collections – Classic,
Active, Vogue and Urban – proved itself successful with the opening
of a boutique each in Singapore and Malaysia for the year.
Its market penetration amongst young working professionals in both
countries remains strong and has tremendous scope for growth as
emotus continues to strengthen its strategic alliances with strong
business partners.
LEFT TO RIGHT
emotus Time Culture, Ngee Ann City, Singapore
emotus Time Culture, Suria KLCC, Malaysia
emotus Time Culture, One Utama, Malaysia
Dior Chris 47
to assist in the general appreciation and
A Fresh Look
Leading fashion house, Christian Dior,
growth of the watch industry in
Constantly seeking ways to keep the
partnered successfully with emotus for
Singapore and the region. Additionally,
emotus concept evolving and relevant to
the exclusive launch of its new Chris 47
this year, emotus collaborated with local
the target market, emotus commissioned
timepieces. Privileged emotus customers
fashion label, Woods and Woods, to
award-winning local designer, Woods &
were also invited to an exclusive fashion
present 12 specially-designed limited
Woods to design a new look for the
presentation and cocktail party held on
edition Barbie dolls to grace its window
staff, marking a first in collaboration
21 June 2003 at the emotus boutique
displays until end October 2003.
between a leading watch retailer and a
local designer. The brand philosophy of
in Ngee Ann City.
Happy Holidays
December 2003
sophisticated, smart yet casual and
With its strategic position along avenues
clean-cut and simple lines of the new
of high shopper-traffic, emotus
uniform. Marrying style with functionality,
conceptualized and created the Happy
the European and Japanese fabrics used
Holidays December 2003 Display
further underscores emotus’ own
Windows that remained a talking point
commitment to bringing the best of
during the festive season. Highlighting
international fashion and design to its
not only gift ideas, the windows
boutiques.
approachable was translated into the
showcased special timepieces for the
season, as well as highlights and unique
Fall/Winter 2003 with
Style Magazine
Recognising the success of previous tieups with periodicals, emotus collaborated
with Style magazine in October 2003 to
selling points of its various partner brands.
The creative use of colours, textures and
avant garde ideas continued to set
emotus apart from its competitors; to
market timepieces as lifestyle necessities.
present the Fall/Winter Runway report
accompanied with the Watch Guide
which offered its readers an opportunity
to further explore using timepieces as
an expression of personal style and
international trends. Offering invaluable
tips that elevate the use of watches as
accessories to personal accents, emotus
regularly underpins its corporate objective
37
Sincere Watch Limited Financial Report 2004
39 Report of the Directors
41 Auditors’ Report
42 Balance Sheets
43 Consolidated Profit & Loss Statement
44 Statements of Changes in Equity
45 Consolidated Cash Flow Statement
47 Notes to Financial Statements
70 Statement of Directors
71 Corporate Governance Report
79 Analysis of Shareholdings
80 Notice of Annual General Meeting
81 Proxy Form
Report of the Directors
SINCERE WATCH LIMITED AND ITS SUBSIDIARIES
The directors present their report together with the audited consolidated financial statements of the group and the balance
sheet and statement of changes in equity of the company for the financial year ended March 31, 2004.
1
DIRECTORS
The directors of the company in office at the date of this report are:
Mr Tay Boo Jiang
Mr Tay Liam Wee
Mr Soh Gim Teik
Mr Tay Chok Yan
Mr Tay Ngiap Jiang
Mr Lua Cheng Eng
Mr Khong Teck Kim
2
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES
AND DEBENTURES
Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose
object is to enable the directors of the company to acquire benefits by means of the acquisition of shares or debentures
in the company or any other body corporate.
3
DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES
The directors of the company holding office at the end of the financial year had no interests in the share capital and
debentures of the company and related corporations as recorded in the register of directors’ shareholdings kept by the
company under Section 164 of the Singapore Companies Act except as follows:
Name of directors and company
in which interests are held
Shareholdings
Shareholdings in
registered in the name
which the director is
of the director
deemed to have an interest
At beginning
At end At beginning
At end
of year
of year
of year
of year
Ordinary shares of $0.25 each
Mr Tay Boo Jiang
Mr Tay Liam Wee
Mr Tay Chok Yan
Mr Tay Ngiap Jiang
Mr Soh Gim Teik
888,000
868,000
-
888,000
868,000
-
32,818,500
32,818,500
2,616,000
32,818,500
32,818,500
2,616,000
There was no change in the above mentioned interests between the end of the financial year and April 21, 2004.
By virtue of Section 7 of the Singapore Companies Act, Mr Tay Boo Jiang and Mr Tay Liam Wee with shareholdings as
above, are deemed to have an interest in the company and in all the related companies of the company.
4
DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS
Since the beginning of the financial year, no director has received or become entitled to receive a benefit which is required
to be disclosed under Section 201(8) of the Singapore Companies Act, 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.
39
5
OPTION TO TAKE UP UNISSUED SHARES
During the financial year, no option to take up unissued shares of the company or any corporation in the group was
granted.
6
OPTION EXERCISED
During the financial year, there were no shares of the company or any corporation in the group issued by virtue of the
exercise of an option to take up unissued shares.
7
UNISSUED SHARES UNDER OPTION
At the end of the financial year, there were no unissued shares of the company or any corporation in the group under
option.
8
AUDIT COMMITTEE
The audit committee performed the functions specified in the Companies Act. The functions performed are detailed in
the Corporate Governance Report.
9
AUDITORS
The auditors, Deloitte & Touche, have expressed their willingness to accept re-appointment.
ON BEHALF OF THE DIRECTORS
Mr Tay Liam Wee
Mr Soh Gim Teik
Singapore
May 27, 2004
40
Auditors’ Report
TO THE MEMBERS OF SINCERE WATCH LIMITED
We have audited the financial statements of Sincere Watch Limited for the year ended March 31, 2004 set out on pages 42
to 69. These financial statements are the responsibility of the company’s directors. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our 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 Singapore Companies Act, Cap. 50 (the "Act")
and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the group and of
the company as at March 31, 2004 and of the results and cash flows of the group and of the changes in equity of the
group and the company for the year ended on that date; and
b)
the accounting and other records required by the Act to be kept by the company and by those subsidiaries incorporated
in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
Deloitte & Touche
Certified Public Accountants
Kenny Horlley Young
Partner
Singapore
May 27, 2004
41
Balance Sheets
MARCH 31, 2004
Group
Note
ASSETS
Current assets:
Cash and bank balances
Fixed deposits
Trade receivables
Other receivables and prepaid expenses
Inventories
Total current assets
Non-current assets:
Property, plant and equipment
Investment property
Investment in subsidiaries
Investment in associates
Other investments
Intangible asset
Deferred tax assets
Total non-current assets
6
7
8
9
10
11
12
13
14
21
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Bank loans, overdrafts and bankers’ acceptance
Trade payables
Other payables
Income tax payable
Current portion of long-term debt
Total current liabilities
Non-current liabilities:
Long-term debt
Deferred tax liabilities
Total non-current liabilities
15
16
17
18
19
21
Minority interests
Capital and reserves:
Issued capital
Currency translation reserves
Accumulated profits
Total equity
Total liabilities and equity
See accompanying notes to financial statements.
42
22
2004
$’000
2003
$’000
2004
$’000
Company
2003
$’000
41,860
9,549
13,644
3,987
104,245
173,285
14,160
13,394
10,491
120,167
158,212
9,212
9,549
1,867
24,564
21,564
66,756
1,812
4,138
22,820
26,588
55,358
18,165
398
4,029
380
2,456
3,128
28,556
15,365
398
3,664
749
671
1,112
21,959
12,810
398
11,212
2,020
380
26,820
13,219
398
9,412
2,020
749
25,798
201,841
180,171
93,576
81,156
11,698
81,254
12,149
5,079
3,937
114,117
12,479
77,639
10,848
3,637
3,234
107,837
524
20,677
11,089
1,364
2,898
36,552
4,898
9,456
11,933
1,287
2,877
30,451
6,244
229
6,473
6,200
262
6,462
4,329
213
4,542
6,160
213
6,373
437
409
-
-
16,350
(2,153)
66,617
80,814
201,841
16,350
(761)
49,874
65,463
180,171
16,350
(136)
36,268
52,482
16,350
(37)
28,019
44,332
93,576
81,156
Consolidated Profit & Loss Statement
YEAR ENDED MARCH 31, 2004
Group
Note
2004
$’000
2003
$’000
Revenue
23
257,656
222,338
Other operating income
24
2,909
592
Changes in inventories of goods for resale
(19,143)
35,562
(172,299)
(193,769)
(16,160)
(13,559)
(11,946)
(12,544)
Selling, advertising and promotional expense
(8,721)
(8,908)
Depreciation and amortisation expense
(2,564)
(2,580)
(6,908)
(9,447)
Purchases of goods for resale
Staff costs
25
Rental expense
Other operating expenses
26
Profit from operations
Finance costs
22,824
27
Profit before share of results of associates
21,945
Share of profits (losses) of associates
502
Profit before income tax and minority interests
28
Income tax expense
29
Profit before minority interests
22,447
(3,839)
18,608
Minority interests
(79)
Net profit for the year
Basic and fully diluted earnings per share (cents)
(879)
30
17,685
(1,144)
16,541
(167)
16,374
(3,722)
12,652
530
18,529
13,182
28.33
20.16
43
Statements of Changes in Equity
Note
Issued
capital
$’000
Currency
translation Accumulated
reserve
profits
$’000
$’000
Total
$’000
Group
Balance at March 31, 2002
Currency translation differences
Final dividend of $0.015 per ordinary share and special
dividend of $0.015 per ordinary share less tax of 22%
paid in respect of previous financial year
(11)
38,222
54,561
-
(750)
-
13,182
(750)
13,182
-
16,350
38
-
(1,530)
(1,530)
16,350
(761)
49,874
65,463
-
(1,392)
-
18,529
(1,392)
18,529
16,350
(2,153)
(1,786)
(1,786)
66,617
80,814
35
8,564
24,949
(72)
-
20,985
(72)
20,985
Company
16,350
-
-
44
38
-
(1,530)
(1,530)
16,350
(37)
28,019
44,332
-
(99)
-
10,035
(99)
10,035
16,350
(136)
(1,786)
36,268
(1,786)
52,482
Consolidated Cash Flow Statement
2004
$’000
2003
$’000
21,945
16,541
224
2,340
18
91
369
2,000
879
(138)
(8)
27,720
224
2,356
(255)
108
1,144
(200)
(8)
19,910
19,143
(3,142)
4,083
709
3,768
52,281
(35,562)
(1,086)
(5,325)
40,312
692
18,941
(879)
138
8
(1,786)
(3,784)
45,978
(1,144)
200
8
(1,530)
(5,128)
11,347
Cash flows used in investing activities:
Purchase of property, plant and equipment (Note A)
Proceeds from sale of property, plant and equipment
Acquisition of subsidiary (Note B)
Increase in investment in associates
Net cash used in investing activities
(5,157)
223
(1,946)
(6,880)
(1,726)
278
(633)
(2,081)
Cash flows from (used in) financing activities:
Increase (Decrease) in bank loans
Increase (Decrease) in long-term debt
Net cash from (used in) financing activities
642
461
1,103
(6,046)
(5,183)
(11,229)
Net effects of exchange rate changes in consolidating subsidiaries
(1,229)
Cash flows from operating activities:
Profit before share of results of associates and income tax
Adjustments for:
Amortisation of intangible asset
Depreciation expense
Loss (Gain) on disposal of property, plant and equipment
Property, plant and equipment written off
Impairment loss on other investments
Impairment loss on intangible asset
Interest expense
Interest income
Dividend income
Operating profit before working capital changes
Inventories
Other payables
Other receivables and prepaid expenses
Trade payables
Trade receivables
Cash generated from operations
Interest paid
Interest received
Dividends received
Dividends paid
Income tax paid
Net cash from operating activities
Increase (Decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year (Note 31)
38,972
7,487
46,459
(651)
(2,614)
10,101
7,487
45
Notes to the consolidated cash flow statement:
A.
Purchase of property, plant and equipment
Cash purchase of property, plant and equipment
Purchase of property, plant and equipment under finance lease agreement
Total additions to property, plant and equipment (Note 9)
B.
2003
$’000
5,157
286
5,443
1,726
734
2,460
Summary of the effects of acquisition of subsidiary
Net liabilities acquired:
Current assets
Non-current assets
Current liabilities
Add: Reclassification of provision for associate’s loss
Goodwill on acquisition of subsidiary
Total purchase consideration
Less: Non-cash consideration
Add: Bank overdraft assumed on acquisition of subsidiary
Net cash flow on acquisition of subsidiary
46
2004
$’000
9,320
114
(10,686)
(1,252)
626
4,009
3,383
(2,683)
1,246
1,946
-
Notes to Financial Statements
MARCH 31, 2004
1
GENERAL
The company is incorporated in the Republic of Singapore with its registered office and principal place of business at 8
Temasek Boulevard, #23-03 Suntec Tower 3, Singapore 038988. The financial statements are expressed in thousands of
Singapore dollars.
The company is principally engaged in the business of watch and clock retailing.
The principal activities of the subsidiaries and associates are disclosed in Notes 11 and 12.
The consolidated financial statements of the group and the balance sheet and statement of changes in equity of the
company for the financial year ended March 31, 2004 were authorised for issue by the Board of Directors on May 27, 2004.
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements are prepared in accordance with the historical cost convention and
are drawn up in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting
Standards (“FRS”) and Interpretations of Financial Reporting Standards (“INT FRS”).
The company and the group have adopted all the applicable new/revised FRS and INT FRS which became effective during
the financial year. The adoption of the new/revised FRS and INT FRS does not materially affect the results of the company
and the group for the current or prior periods.
BASIS OF CONSOLIDATION - The consolidated financial statements incorporate the financial statements of the company
and enterprises controlled by the company (its subsidiaries) made up to March 31 each year. Control is achieved when
the company has the power to govern the financial and operating policies of an investee enterprise so as to obtain benefit
from its activities. On acquisition, the assets and liabilities of the relevant subsidiaries are measured at their fair values at
the date of acquisition. The interest of minority shareholders is stated at the minority's proportion of the fair values of
the assets and liabilities recognised. The results of subsidiaries acquired or disposed of during the year are included in
the consolidated profit and loss statement from the effective date of acquisition or to the effective date of disposal, as
appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting
policies used in line with those used by other members of the group. All significant intercompany transactions and balances
between group enterprises are eliminated on consolidation. Where a group transacts with an associate of the group,
unrealised profits and losses are eliminated to the extent of the group’s interest on the relevant associate.
Associates are entities over which the group exercises significant influence, through participation in the financial and
operating policy decisions of the investee. The equity method of accounting is used.
In the financial statements of the company, investments in subsidiaries and associates are carried at cost less any impairment
in net recoverable value that have been recognised in the profit and loss statement.
FINANCIAL ASSETS – Financial assets include cash and bank balances, fixed deposits, trade and other receivables and
investments. Trade and other receivables are stated at their nominal value as reduced by an appropriate allowance for
estimated irrecoverable amounts.
Long-term investments, where the group is not in a position to exercise control or significant influence, are stated at cost
less impairment losses recognised when the investment’s carrying amount exceeds its estimated recoverable amount.
FINANCIAL LIABILITIES AND EQUITY – Financial liabilities and equity instruments are classified according to the substance
of the contractual arrangements entered into. Financial liabilities include trade and other payables, bank loans and
overdrafts, finance lease obligations and term loans. Trade and other payables are stated at their nominal value. Bank
loans and overdrafts and term loans are recorded at the proceeds received, net of direct issue costs. Finance lease obligations
are stated in accordance with the accounting policy denoted below. Finance charges are accounted for on an accrual basis
and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which
they arise.
47
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Equity instruments are recorded at the fair value of the consideration received, net of direct issue costs.
Dividends on ordinary shares are recognised in shareholders’ equity in the year in which they are declared.
INVENTORIES – High-end inventories comprising goods for resale are stated at the lower of cost (specific identification
method) and net realisable value. Low-end inventories comprising goods for resale are stated at the lower of cost (weighted
average method) and net realisable value. Net realisable value represents the estimated selling price less all estimated costs
to be incurred in marketing, selling and distribution.
PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are carried at cost, less accumulated depreciation
and any impairment loss where the recoverable amount of the asset is estimated to be lower than its carrying amount.
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method,
on the following bases:
Leasehold properties and improvements
Plant and equipment
-
2% to 50%
10% to 50%
Depreciation is not provided on freehold properties.
Fully depreciated assets still in use are retained in the financial statements.
Assets held under finance lease arrangements are depreciated over their expected useful lives on the same basis as the
owned assets or, where shorter, the term of the relevant lease.
INVESTMENT PROPERTY - Investment property held on a long-term basis for investment potential, is stated at cost, less
any impairment in net recoverable value. No depreciation is provided on investment property.
GOODWILL – Goodwill arising on consolidation represents the excess of the cost of an acquisition over group’s interest
in the fair value of the net identifiable assets and liabilities of a subsidiary or associate at the date of acquisition.
Goodwill is recognised as an asset and amortised on a straight-line basis over its estimated useful life of 5 years.
On disposal of a subsidiary or associate, the attributable amount of unamortised goodwill is included in the determination
of the profit or loss on disposal.
Goodwill arising from an acquisition of an associate is included within the carrying value of the associate. Goodwill arising
on the acquisition of subsidiaries is presented separately in the balance sheet.
IMPAIRMENT OF ASSETS - At each balance sheet date, the group and company review the carrying amounts of its noncurrent 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). If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of
the asset is reduced to its recoverable amount. Impairment losses are recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of
its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an
impairment loss is recognised as income immediately.
PROVISIONS – Provisions are recognised when the group has a present obligation as a result of a past event where it is
probable that it will result in an outflow of economic benefits that can be reasonably estimated.
48
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
LEASES – Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are classified as operating leases.
Assets held under finance lease are recognised as assets of the group and company at their fair values at the date of
acquisition. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Finance
costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired,
are charged to the profit and loss statement over the term of the relevant lease using the effective interest rate method.
Rentals payable under operating leases are charged to profit and loss on a straight-line basis over the term of the relevant
lease.
MINORITY INTEREST - Minority interest is stated at the appropriate proportion of the pre-acquisition carrying amounts of
the net assets of the subsidiaries adjusted for the appropriate share of post-acquisition profit and loss.
REVENUE RECOGNITION - Revenue from sale of goods is recognised when significant risks and rewards of ownership are
transferred to the buyer and the amount of revenue and the costs of the transaction (including future costs) can be
measured reliably. Revenue from rendering of services that are of short duration is recognised when the services are
completed.
Interest income is accrued on a time proportionate basis, by reference to the principal outstanding and at the interest rate
applicable, on an effective yield basis.
Dividend income from investments is recognised when the right to receive payment has been established.
RETIREMENT BENEFIT COSTS - Payments to defined contribution retirement benefit plans (including state-managed
retirement benefit schemes, such as the Singapore Central Provident Fund) are charged as an expense when incurred.
INCOME TAX - Tax expense is determined on the basis of tax effect accounting, using the liability method, and it is applied
to all significant temporary differences arising between the carrying amount of assets and liabilities in the financial statements
and the corresponding tax bases used in the computation of taxable profit except that a debit to the deferred tax balance
is not carried forward unless there is reasonable expectation of realisation in the foreseeable future.
Deferred tax is charged or credited to the 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 they relate to income taxes levied by the same tax authority.
FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - Transactions in foreign currencies are recorded using the rates
ruling on the dates of the transactions. At each balance sheet date, recorded monetary balances and balances carried at
fair value that are denominated in foreign currencies are reported at the rates ruling at the balance sheet date. All realised
and unrealised exchange adjustment profits and losses are dealt with in the profit and loss statement.
For inclusion in the consolidated financial statements, assets and liabilities of the foreign entities (subsidiaries and associates)
are translated at the rates of exchange approximating those ruling at the balance sheet date. The profit and loss statements
are translated at the average rates of exchange for the year, and the opening net investment in the foreign entities is
translated at the historical rates. The resulting currency translation differences are taken to the currency translation reserve.
On disposal of a foreign entity, the accumulated currency translation differences are recognised in the profit and loss
statement as part of the profit and loss on disposal.
FOREIGN CURRENCY FORWARD CONTRACTS - The group enters into foreign currency forward contracts to hedge its
currency exposure. The contract gains and losses are recognised in the profit and loss statement upon the maturity of the
contract which would normally coincide with the date of settlement of the underlying financial instrument being hedged.
CASH - Cash for the cash flow statement includes cash and bank balances, fixed deposits less bank overdrafts.
49
3
FINANCIAL RISKS AND MANAGEMENT
(i) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a loss to the
group. The group has adopted the policy of only dealing with creditworthy counterparties as a means of mitigating
the risk of financial losses from default and generally does not require collateral. The group places its cash and cash
equivalents with creditworthy institutions and performs ongoing credit evaluation of its customers’ financial condition.
The group does not have any significant credit risk exposure to any single counterparty or any group of counterparties
having similar characteristics.
The maximum exposure to credit risk in the event that the counterparties fail to perform their obligations as at the
end of the financial year in relation to each class of recognised financial assets is the carrying amount of those assets
as stated in the balance sheet.
(ii)
Interest rate risk
The group’s primary interest rate risk relates to interest bearing debt. The group primarily raises long-term loans based
on expectation of future interest rate movements. As at the balance sheet date, the average term to maturity of the
group’s loans was approximately 24 months (2003 : 24 months) and all the term loans have floating interest rate
terms except for a term loan of $2,750,000 with a fixed interest rate of 3.23% per annum.
The group is also exposed to interest rate risk through the impact of rate changes on its short-term loans and bank
overdrafts which bear interest at the rates disclosed in Note 15. 28% (2003 : 24%) of the short-term debts have
fixed interest rate terms. Since these debts are short-term, with the current interest rate level, any future variations
in interest rates is not expected to have a material impact on the group’s results.
(iii) Foreign exchange risk
The group is exposed to foreign currency risk on its foreign currency denominated cash balances and trade payables.
The currencies giving rise to this risk are primarily Swiss Franc and Euro. The group ensures that the net exposure is
kept to an acceptable level by entering into hedging activities such as forward foreign exchange contracts and options
and also by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances.
The group is also exposed to foreign exchange movement on its net investments in subsidiaries and associates in
Malaysia, Hong Kong, Taiwan and Thailand. No hedge has been taken up for this exposure.
(iv) Liquidity risk
It is the group policy for the raising of capital and placement of surplus fund to be managed centrally. The group
has targets for available funds in the form of surplus liquidity and irrevocable credit facilities, which are available to
the group at any given time.
(v)
4
Fair value of financial assets and financial liabilities
The carrying amount of financial assets and financial liabilities reported in the balance sheet approximates the fair
value of those assets and liabilities except for other investments where fair values are disclosed in Note 13 to the
financial statements.
HOLDING COMPANY AND RELATED COMPANY TRANSACTIONS
The company is a subsidiary of TBJ Holdings Pte Ltd, a company incorporated in Singapore which is also the group’s ultimate
holding company.
Related companies in these financial statements refer to members of the holding company’s group of companies. Some
of the company’s transactions and arrangements are between members of the group and the effect of these on the
basis determined between the parties are reflected in these financial statements. The intercompany balances are
unsecured, without fixed repayment terms and interest-free unless stated otherwise.
50
4
HOLDING COMPANY AND RELATED COMPANY TRANSACTIONS (cont’d)
Significant related company transactions are as follows:
Company
Sales
Interest income
Management fee income
Other fee income
Dividend income from subsidiaries
Purchases
Consultancy fee expense
Management fee expense
Other charges
5
2004
$’000
2003
$’000
(823)
(181)
(2,485)
(90)
(7,973)
37,251
24
95
(1,183)
(27)
(2,485)
(90)
(23,844)
27,886
24
54
56
RELATED PARTY TRANSACTIONS
Related parties are entities with common direct or indirect shareholders and/or directors with that of the company.
Some of the group’s transactions and arrangements are with related parties and the effect of these on the basis determined
between the parties are reflected in these financial statements. The balances are unsecured, without fixed repayment
terms and interest-free.
Significant related party transactions:
Group
Sales of goods
Purchases of goods
Interest income
Rental income
2004
$’000
2003
$’000
(1,388)
50
(52)
(19)
488
1,434
Management fee expense of the group is for fees paid to a firm in which a director of a subsidiary has an interest.
6
TRADE RECEIVABLES
Group
Outside parties
Subsidiaries (Notes 4 and 11)
Associates (Note 12)
Related party (Note 5)
Less: Allowance for doubtful debts
2004
$’000
2003
$’000
2004
$’000
Company
2003
$’000
11,758
534
2,572
14,864
(1,220)
13,644
12,451
2,247
14,698
(1,304)
13,394
1,092
662
113
1,867
1,867
2,106
1,777
255
4,138
4,138
51
7
OTHER RECEIVABLES AND PREPAID EXPENSES
Group
Related party (Note 5)
Prepaid expenses
Deposits
Recoverable expenses
Income tax recoverable
Others
Less: Allowance for doubtful debts
Company
2003
$’000
2004
$’000
2003
$’000
2004
$’000
65
433
1,044
1,890
97
458
3,987
3,987
2,743
450
3,844
2,230
511
925
10,703
(212)
10,491
24,725
102
641
93
192
25,753
(1,189)
24,564
18,141
2,586
162
636
2,230
101
153
24,009
(1,189)
22,820
Certain advances to subsidiaries and associates bear interest at rates ranging from 4.00% to 6.00% (2003 : 6.00%) per
annum whilst other advances to subsidiaries and associates are interest-free and are without fixed terms of repayment.
Recoverable expenses in 2003 of $2,230,000 bore interest at rate of 12.00% per annum.
8
INVENTORIES
Group
Goods for resale at cost
Goods for resale at net realisable value
52
2004
$’000
2003
$’000
2004
$’000
Company
2003
$’000
95,131
9,114
104,245
107,296
12,871
120,167
17,302
4,262
21,564
19,852
6,736
26,588
9
PROPERTY, PLANT AND EQUIPMENT
Leasehold
Freehold properties and
properties improvements
$’000
$’000
Plant and
equipment
$’000
Total
$’000
Group
Cost:
At beginning of year
Arising from acquisition of subsidiary
Additions
Disposals
Written off
Translation adjustment
At end of year
3,495
(241)
3,254
9,882
3,035
(295)
(15)
12,607
11,318
1,357
2,408
(129)
(287)
(168)
14,499
24,695
1,357
5,443
(370)
(582)
(183)
30,360
Accumulated depreciation:
Depreciation for the year
Disposals
Written off
At end of year
-
1,904
270
(292)
(15)
1,867
7,426
1,243
2,070
(129)
(199)
(83)
10,328
9,330
1,243
2,340
(129)
(491)
(98)
12,195
Depreciation for last year
-
276
2,080
2,356
Carrying value:
3,495
7,978
3,892
15,365
3,254
10,740
4,171
18,165
At end of year
Company
Cost:
Additions
Disposals
Written off
At end of year
3,254
3,254
9,882
35
(295)
(15)
9,607
5,559
511
(129)
(75)
(5)
5,861
18,695
546
(129)
(370)
(20)
18,722
Accumulated depreciation:
Depreciation for the year
Disposals
Written off
At end of year
-
1,904
215
(292)
(14)
1,813
3,572
722
(129)
(63)
(3)
4,099
5,476
937
(129)
(355)
(17)
5,912
Depreciation for last year
-
276
713
989
Carrying value:
3,254
7,978
1,987
13,219
3,254
7,794
1,762
12,810
At end of year
53
9
PROPERTY, PLANT AND EQUIPMENT (cont’d)
Plant and equipment with a net book value of $924,000 (2003 : $958,000) and $702,000 (2003 : $897,000) for the group
and company respectively were acquired under finance lease agreements (Note 20).
The freehold properties consist of a 36 square metre shop at 304 Orchard Road, #01-22 Lucky Plaza, Singapore 238863.
The shop is currently being used by the company for the retailing of watches.
10 INVESTMENT PROPERTY
This consists of the freehold property located at 304 Orchard Road, #23-04 Lucky Plaza, Singapore 238863. As at March
31, 2004, the directors estimated the fair value of the investment property to be approximately $600,000 based on recent
transactions of similar properties. The valuation surplus of $202,000 is not reflected in the financial statements. The
freehold property is currently vacant.
11 INVESTMENT IN SUBSIDIARIES
Company
Unquoted equity shares at cost
Loans to subsidiaries (Note 4)
Less allowance for:
Doubtful debts
Impairment loss
2004
$’000
2003
$’000
10,512
2,578
13,090
8,512
2,578
11,090
(1,678)
(200)
11,212
(1,678)
9,412
Loans to two subsidiaries amounting to $900,000 (2003 : $900,000) are subordinated to bank overdrafts provided by a
bank as part of the covenants covering the provision of overdraft facilities as disclosed in Note 15.
The subsidiaries of the company are as follows:
Name of subsidiary and principal activities
54
Country of
incorporation
and operation
Cost of
investment
2004
2003
$’000
$’000
Effective
interest held
by the group
2004
2003
%
%
Avante Investment Pte Ltd (1)
Investment holding company
Singapore
-
-
100
100
Avante Marketing Pte Ltd (1)
Promoters, representatives and
agents of fashion and luxury goods
Singapore
-
-
100
100
British Master Time Pte Ltd (1)
Marketing of luxury goods
Singapore
-
-
100
100
Culina Holdings Pte Ltd (2)
Singapore
2,000
-
100
-
Culina Pte Ltd (3)
Supply and distribution of gourmet
food, fine wines and pastry products
Singapore
-
-
100
-
Emotus Pte Ltd
Retailing of watches and clocks
Singapore
500
500
100
100
11 INVESTMENT IN SUBSIDIARIES (cont’d)
Name of subsidiary and principal activities
Country of
incorporation
and operation
Cost of
investment
2004
2003
$’000
$’000
Effective
interest held
by the group
2004
2003
%
%
Franck Muller Pte Ltd
Marketing of Franck Muller time pieces
Singapore
3,713
3,713
100
100
Heirloom Restoration Services Pte Ltd
Watch repair services
Singapore
500
500
100
100
Heritage Distribution Pte Ltd
Marketing and distribution of watches
Singapore
500
500
100
100
Parisian Time Pte Ltd (1)
Singapore
-
-
100
100
Richburgh Holdings Pte Ltd (4)
Singapore
200
200
50
50
Sincere Watch Duty Free Pte Ltd (4)
Singapore
50
50
50
50
Swiss Master Time Pte Ltd (1)
Singapore
-
-
100
100
Times Legend International Pte Ltd (1)
Singapore
-
-
100
100
Leoco Enterprise Limited (5)
Hong Kong
SAR
-
-
75
75
Pendulum Limited (6) (7)
Dormant
Hong Kong
SAR
-
-
100
100
Times Legend (Asia Pacific) Limited (6)
Hong Kong
SAR
186
186
100
100
Avante Marketing (M) Sdn Bhd (8)
Malaysia
-
-
100
100
Culina Products Sdn Bhd (9)
Dormant
Malaysia
-
-
100
-
Malaysia
-
-
100
100
Malaysia
2,806
2,806
80
80
People’s Republic
of China
-
-
75
75
Republic of
China (Taiwan)
57
57
100
100
10,512
8,512
Emotus Sdn Bhd (7) (9)
Retailing of watches, clocks, pens and related
accessories and servicing of watches
Sincere Watch Sdn Bhd (10)
Retailing of watches, clocks, pens and related
accessories and servicing watches
Shanghai Sincere Watch Co. Ltd (7) (11)
Dormant
Sincere Watch Co Ltd (6)
Wholesale and retail of watches
55
11 INVESTMENT IN SUBSIDIARIES (cont’d)
All subsidiaries are audited by Deloitte & Touche, Singapore except for the subsidiaries that are indicated as follows:
(1)
Cost of investment is $2.
(2)
Culina Holdings Pte Ltd was incorporated on July 8, 2003.
(3)
Culina Pte Ltd became a subsidiary of the group on November 1, 2003 through the acquisition of an additional 50%
interest by Culina Holdings Pte Ltd for a consideration of $3,383,000. Prior to this, a 50% interest was held by Avante
Investment Pte Ltd.
(4)
Considered as subsidiaries by virtue of control by the group over their financial and operating policies.
(5)
Audited by Morison Heng, Hong Kong SAR. Investment of $215,702 written off during 2000.
(6)
Audited by overseas practices of Deloitte Touche Tohmatsu of which Deloitte & Touche - Singapore is a member.
(7)
Held by subsidiaries.
(8)
Audited by K. K. San, Lew & Loke, Malaysia. Cost of investment is $1.
(9)
Audited by Ernst & Young, Malaysia. Held by a subsidiary.
(10)
Audited by Ernst & Young, Malaysia. 15% interest in Sincere Watch Sdn Bhd is held through Avante Marketing (M)
Sdn Bhd.
(11)
Not audited as not required in country of incorporation and not considered material.
The effects of the acquisition of Culina Pte Ltd on the financial position of the group at March 31, 2004 and its results
for the year are as shown below:
$’000
Total assets at March 31, 2004
Total liabilities at March 31, 2004
Contributions to the group for the year:
Revenue
Profit before income tax
7,759
5,252
5,591
(318)
(318)
12 INVESTMENT IN ASSOCIATES
Group
Unquoted equity shares at cost
Less: Impairment loss
Less: Goodwill on acquisition
Share of post-acquisition reserves
Loans receivable
56
Company
2003
$’000
2004
$’000
2003
$’000
2004
$’000
2,300
2,300
2,300
1,729
4,029
4,029
3,376
3,376
(327)
3,049
177
3,226
438
3,664
2,300
(280)
2,020
2,020
2,020
2,020
2,300
(280)
2,020
2,020
2,020
2,020
12 INVESTMENT IN ASSOCIATES (cont’d)
The group's investment in associates comprises the following:
Name of associate
and country of
incorporation and operation
Principal activities
Culina Pte Ltd (a) *
Singapore
Supply and distribution of
gourmet food, fine wines
and pastry products
Pendulum Ltd (b)
Thailand
Retailing and distribution
of watches and clocks
BVL Partner Co., Ltd (b)
Thailand
Retailing and distribution
of watches, clocks and jewellery
Unisky Limited (c)
Hong Kong, SAR
Dormant
Cost of investment
held by the group
2004
2003
$’000
$’000
Interest
held by the group
2004
2003
%
%
-
1,076
-
50
1,966
1,966
49
49
334
334
49
49
-
-
33
33
2,300
3,376
Loans to an associate amounting to $Nil (2003 : $438,000) bear interest at rate of Nil% (2003 : 6.00%) per annum.
The associates are audited by:
(a) Deloitte & Touche, Singapore.
(b) SB Auditing Service Co. Ltd, Thailand.
(c)
Vincent Kwok & Co., Hong Kong, SAR.
*
Culina Pte Ltd became a subsidiary of the group on November 1, 2003 (Note 11).
Significant transactions with associates:
Group
Sales
Management fee income
Interest income
Purchases
2004
$’000
2003
$’000
(5,721)
(120)
42
(6,656)
(105)
(80)
42
42
57
13 OTHER INVESTMENTS
Group and Company
2004
2003
$’000
$’000
Quoted equity shares at cost
Club memberships at cost
Others - unquoted
Less: Allowance for impairment loss
540
336
368
1,244
(864)
380
540
336
368
1,244
(495)
749
339
217
Market value of quoted equity shares
It is not practicable within the constraint of cost to reliably determine the fair value of unquoted investments. These
investments are shown at cost less any impairment in value.
14 INTANGIBLE ASSET
Group
$’000
Cost:
At end of year
1,429
4,009
5,438
Accumulated amortisation:
Amortisation for the year
At end of year
758
224
982
Impairment loss for the year
2,000
Amortisation for last year
224
Carrying value:
At end of year
2,456
671
The intangible asset represents goodwill on consolidation arising from acquisition of subsidiaries.
Goodwill amortisation has been included under depreciation and amortisation expense while impairment loss has been
charged under other operating expenses.
15 BANK LOANS, OVERDRAFTS AND BANKERS’ ACCEPTANCE
Group
Bank overdrafts (Note 31)
Bank loans
Bankers’ acceptance
58
2004
$’000
2003
$’000
2004
$’000
Company
2003
$’000
4,950
3,323
3,425
11,698
6,673
3,000
2,806
12,479
524
524
1,898
3,000
4,898
15 BANK LOANS, OVERDRAFTS AND BANKERS’ ACCEPTANCE (cont’d)
The group’s and company’s bank overdrafts bear interest at rates ranging from 5.00% to 8.00% (2003 : 5.00% to 8.40%)
per annum and are unsecured except for:
a)
Bank overdrafts and other credit facilities of two subsidiaries amounting to $2,535,000 (2003 : $2,683,000) which
are guaranteed by the company and a minority shareholder of those subsidiaries. In accordance to the terms and
conditions for the provision of the banking facilities, these overdrafts and credit facilities are ranked first over all
present and future loans from the company and the minority shareholder; and
b)
Bank overdrafts of $1,891,000 (2003 : $2,093,000) of another two subsidiaries which are guaranteed by the company
and secured by irrevocable standby letters of credit.
The group’s and company’s bank loans are unsecured and bear interest at rates ranging from 4.80% to 5.05% (2003 :
2.00% to 2.45%) per annum.
The group’s bankers’ acceptance is secured by a corporate guarantee given by the company and bears interest at rates
ranging from 3.98% to 4.20% (2003 : 2.00% to 2.45%) per annum.
16 TRADE PAYABLES
Group
Outside parties
2004
$’000
2003
$’000
2004
$’000
Company
2003
$’000
81,254
81,254
77,639
77,639
2,588
18,089
20,677
2,856
6,600
9,456
2004
$’000
2003
$’000
2004
$’000
Company
2003
$’000
193
2,091
900
496
6,654
790
1,025
12,149
47
2,542
913
241
5,366
831
908
10,848
7,003
193
2,091
360
1,368
74
11,089
7,723
47
2,542
241
1,309
71
11,933
17 OTHER PAYABLES
Group
Directors
Minority shareholders of subsidiaries
Advances from customers
Accruals
Rental payable
Others
The other payables to directors are unsecured, without fixed repayment terms and interest-free.
18 CURRENT PORTION OF LONG-TERM DEBT
Group
Term loans (Note 19)
Finance leases (Note 20)
2004
$’000
2003
$’000
2004
$’000
Company
2003
$’000
3,740
197
3,937
3,088
146
3,234
2,740
158
2,898
2,740
137
2,877
59
19 LONG-TERM DEBT
Group
Finance leases (Note 20)
Term loans
Term loans due within 12 months (Note 18)
Net
Company
2003
$’000
2004
$’000
2003
$’000
2004
$’000
529
9,455
9,984
(3,740)
6,244
495
8,793
9,288
(3,088)
6,200
364
6,705
7,069
(2,740)
4,329
455
8,445
8,900
(2,740)
6,160
The group’s and company’s term loans are unsecured except for a term loan of $2,750,000 (2003 : $348,000) which is
secured by a corporate guarantee from the company.
Details of the term loans are:
a)
Term loans of $2,000,000 and $348,000 which bore interest at rates of 5.50% and 7.40% per annum respectively
have been fully repaid during the financial year.
b)
Term loan of $2,000,000 (2003 : $4,000,000) which bears interest at rates of 3.98% (2003 : 3.98%) per annum and
is repayable in March 2005.
c)
Other term loans which bear interest at rates ranging from 1.67% to 3.98% (2003 : 2.09% to 3.98%) per annum
and are repayable over two to three years by equal instalments.
Out of these loans, a loan of $1,705,000 (2003 : $2,630,000) is subject to loan covenants that the tangible net worth
of the company is at least $15,000,000 and the debt-equity ratio of the company is at a maximum of 2.5:1. Another
loan of $2,000,000 (2003 : $4,000,000) is subject to loan covenants as follows:
Based on semi annual unaudited and annual audited consolidated financial statements, the group should have:
60
i)
Minimum shareholders’ funds of $30,000,000;
ii)
Total borrowings-equity ratio of a maximum of 1:1; and
iii)
Current assets-current liabilities ratio of at least 1:1.
20 FINANCE LEASE OBLIGATIONS
Group
Company
Present value
Present value
Minimum
of minimum
Minimum
of minimum
lease payments lease payments lease payments lease payments
2004
2003
2004
2003
2004
2003
2004
2003
$’000 $’000
$’000
$’000 $’000
$’000
$’000 $’000
Within one year
In the second to fifth years inclusive
After five years
233
604
25
862
171
494
92
757
Finance charges allocated to future period
(136)
726
(116)
641
197
508
21
726
146
417
78
641
180
399
25
604
158
440
92
690
(82)
522
(98)
592
158
343
21
522
137
377
78
592
Less: Amount due for settlement
within 12 months (Note 18)
(197)
(146)
(158)
(137)
Amount due for settlement
after 12 months (Note 19)
529
495
364
455
The finance lease obligations of the group and company are secured against certain plant and equipment and bear interest
at rates ranging from 2.20% to 5.00% (2003 : 2.60% to 5.00%) per annum.
21 DEFERRED TAX ASSETS (LIABILITIES)
2004
$’000
Group
2003
$’000
2004
$’000
Company
2003
$’000
2,850
151
127
3,128
1,112
1,112
-
-
Deferred tax assets
Allowance for inventories
Allowance for doubtful debt
Excess of book depreciation over tax depreciation
Total deferred tax assets
Deferred tax liabilities
Accelerated tax depreciation
Net deferred tax position
(229)
2,899
(262)
850
(213)
(213)
(213)
(213)
850
(67)
2,116
2,899
(258)
1,108
850
(213)
(213)
(186)
(27)
(213)
Movement in deferred tax assets (liabilities)
Balance at beginning of year
Writeback due to change in income tax rate
Amounts transferred to (from) profit and loss (Note 29)
Balance at end of year
61
22 ISSUED CAPITAL
Group and Company
2004
2003
2004
Number of ordinary shares of
$’000
$0.25 each (’000)
Authorised
Issued and fully paid
2003
$’000
200,000
200,000
50,000
50,000
65,400
65,400
16,350
16,350
23 REVENUE
Group
Sale of goods
Rendering of services
2004
$’000
2003
$’000
257,139
517
257,656
221,828
510
222,338
24 OTHER OPERATING INCOME
Group
Interest income
Dividend income from quoted investments
Net foreign exchange gain
Rental income
Management fees
Others
2004
$’000
2003
$’000
138
8
2,052
19
692
2,909
200
8
105
279
592
25 STAFF COSTS
Group
Salaries and wages
Defined contribution plans included in salaries and wages
Number of employees at end of year
62
2004
$’000
2003
$’000
16,160
13,559
1,064
974
2004
2003
267
222
26 OTHER OPERATING EXPENSES
Group
Net foreign exchange loss
Impairment loss on:
Intangible asset
Other investments
Others
2004
$’000
2003
$’000
-
4,147
2,000
369
530
4,009
6,908
1,476
3,824
9,447
27 FINANCE COSTS
Group
Interest expense on:
Bank borrowings
Finance leases
2004
$’000
2003
$’000
853
26
879
1,117
27
1,144
28 PROFIT BEFORE INCOME TAX AND MINORITY INTERESTS
In addition to the charges and credits disclosed elsewhere in the financial statements, this item includes the following
charges (credits):
Group
2004
2003
$’000
$’000
Amortisation of intangible assets
Auditors’ remuneration for other services:
Company auditors
Depreciation expense (Note 9)
Directors’ remuneration:
Company
Subsidiaries
Management fees paid to a firm in which a director of a subsidiary has an interest
Fees paid to a firm in which a director has an interest
Writeback of inventories previously written off
Property, plant and equipment written off
Allowance for inventories
Writeback of allowance for doubtful debts
Loss (Gain) on disposal of property, plant and equipment
224
224
23
2,340
11
2,356
3,193
1,286
488
15
(140)
91
3,300
(300)
18
2,534
530
1,434
14
(1,061)
108
3,369
(255)
29 INCOME TAX EXPENSE
Group
Current
Deferred (Note 21)
Associates
Under (Over) provision in prior year
2004
$’000
2003
$’000
5,486
(2,049)
342
60
3,839
4,681
(1,108)
219
(70)
3,722
63
29 INCOME TAX EXPENSE (cont’d)
The income tax expense varied from the amount of income tax determined by applying the Singapore income tax rate of
20% (2003 : 22%) to profit before share of results of associates and income tax as a result of the following:
Income tax expense at statutory rate
Non (taxable) allowable items
Under (Over) provision in prior years
Utilisation of deferred tax benefit previously unrecorded
Deferred tax benefit unrecorded, net
Share of associates’ income tax
Effect of different income tax rates of overseas subsidiaries
Tax exemption
Other items
Effect of change in income tax rate
2004
$’000
2003
$’000
4,389
(759)
60
(318)
212
342
(190)
(70)
106
67
3,839
3,639
361
(70)
422
219
(777)
(46)
(26)
3,722
For the financial year ended March 31, 2004, the Singapore income tax rate decreased from 22% to 20%.
The group has tax loss carryforwards available for offsetting against future taxable income as follows:
Group
2004
$’000
2003
$’000
Amount at beginning of year
Adjustments
Amount in current year
Amount utilised in current year
Amount at end of year
3,864
445
1,587
2,025
(441)
7,480
2,463
1,401
3,864
Deferred tax benefit
1,569
850
The group and company have temporary differences mainly from allowance for inventories available for offsetting against
future taxable income as follows:
Group
Company
2004
2003
2004
2003
$’000
$’000
$’000
$’000
Amount at beginning of year
Adjustments
Arising from aquisition of subsidiary
Amount in current year
Amount utilised in current year
Amount at end of year
64
19,436
(541)
289
4,256
(1,808)
21,632
12,090
7,752
(406)
19,436
2,255
(314)
(888)
1,053
1,205
1,050
2,255
Deferred tax benefit
4,029
3,511
206
361
Deferred tax benefits on above
Deferred tax benefits not recognised
Deferred tax benefits recognised (Note 21)
5,598
(2,470)
3,128
4,361
(3,249)
1,112
206
(206)
-
361
(361)
-
29 INCOME TAX EXPENSE (cont’d)
These future income tax benefits in respect of unutilised tax losses are available for an unlimited future period only if the
respective subsidiaries derive future assessable income of a nature and of sufficient amounts to enable the benefits to be
realised and the conditions for deductibility imposed by law, including the retention of majority shareholders, as defined,
are complied with.
30 EARNINGS PER SHARE
The basic earnings per share is calculated by dividing the group’s net profit for the financial year by the existing number
of shares in issue at the end of the year as follows:
Group
2004
2003
Basic earnings per share (cents)
28.33
20.16
Profit attributable to shareholders (in $’000)
18,529
13,182
The existing number of fully paid shares of $0.25 each in issue
at the end of year (in ’000)
65,400
65,400
The calculation of the basic earnings per share is based on:
The fully diluted earnings per share is equal to the basic earnings per share as there is no dilution.
31 CASH AND CASH EQUIVALENTS IN THE CONSOLIDATED CASH FLOW STATEMENT
Group
Cash and bank balances
Fixed deposits
Bank overdrafts (Note 15)
2004
$’000
2003
$’000
41,860
9,549
(4,950)
46,459
14,160
(6,673)
7,487
The fixed deposits earn interest at rates ranging from 0.30% to 0.56% (2003 : Nil%) per annum. The terms of the bank
overdrafts have been disclosed in Note 15.
32 OPERATING LEASE COMMITMENTS
Group
Lease payments paid under operating leases
2004
$’000
2003
$’000
2004
$’000
Company
2003
$’000
11,943
12,177
1,779
1,798
At the balance sheet date, commitments in respect of operating leases for the rental of office and shop space with a term
of more than one year are as follows:
Group
Company
2004
2003
2004
2003
$’000
$’000
$’000
$’000
Within one year
12,644
15,181
8,049
3,342
1,547
1,284
1,497
1,227
65
33 COMMITMENTS
Certain subsidiaries are committed to making minimum total purchases from their suppliers pursuant to contracts signed
with them:
Group
2004
2003
$’000
$’000
Within one year
8,570
20,599
7,117
17,568
Certain suppliers have the right to terminate their exclusive distribution agreements if the respective subsidiary fails to
meet the minimum purchase requirements pursuant to the terms and conditions of the agreements.
There was a shortfall of $1,627,000 (CHF 1,241,000) [2003 : $1,085,000 (CHF 839,000)] from the required purchase
amount of $6,295,200 (CHF 4,800,000) [2003 : $5,172,000 (CHF 4,000,000)] as stipulated in the distribution agreement.
The supplier has not exercised its right to terminate the exclusive distribution agreement. The group has no further
commitment in respect of the shortfall.
34 CAPITAL EXPENDITURE COMMITMENTS
Group and Company
2004
2003
$’000
$’000
Amount committed for future capital expenditure but not provided for
in the financial statements
322
177
35 FOREIGN CURRENCY CONTRACTS
As at the end of the financial year, the nominal value of foreign currency contracts translated at rates prevailing as at year
end are as follows:
Group
Company
2004
2003
2004
2003
$’000
$’000
$’000
$’000
Principal/Notional amount
Bought:
Swiss Francs
5,512
1,812
5,512
1,812
133
200
3
200
53
-
-
-
Australian Dollars
287
-
-
-
Singapore Dollars
303
-
-
-
8,368
2,689
7,344
2,689
-
4,500
-
4,500
Euros
-
200
-
200
Equivalent in Singapore Dollars
-
6,178
-
6,178
Euros
United States Dollars
Equivalent in Singapore Dollars
Options sold:
Swiss Francs
Fair values, net
66
(86)
19
(84)
19
36 CONTINGENT LIABILITIES, UNSECURED
Group
Guarantee of banking facilities provided to the
subsidiaries and associates
Bankers’ guarantee
2004
$’000
2003
$’000
2004
$’000
Company
2003
$’000
4,047
5,476
10,206
4,448
29,869
5,306
36,513
647
In addition, the group terminated the co-operative joint venture agreement for its subsidiary, Shanghai Sincere Watch Co.
Ltd in September 1999. The co-operative joint venture partner had indicated it may institute legal proceedings against
the group for breach of contract for the recovery of approximately $201,000 (2003 : $213,000).
In addition, the group has the following outstanding litigation as at March 31, 2004:
(i)
Culina Pte Ltd, a subsidiary of the company, had on October 30, 2002 filed a writ of summons against Bakery Mart
Pte Ltd for an amount of $1,700,882 for goods sold and delivered. Culina Pte Ltd obtained judgment against Bakery
Mart Pte Ltd on May 7, 2003 for the said sum of $1,700,882 plus interests and costs of $6,000. Based on this
judgment, Culina Pte Ltd filed a winding up petition against Bakery Mart Pte Ltd on March 1, 2004 claiming $1,836,615.
On February 26, 2004, Bakery Mart Pte Ltd applied to the Singapore Courts to set aside the consent judgment entered
against them by Culina Pte Ltd on May 7, 2003. The abovementioned matters have been adjourned for a special
date hearing on June 29, 2004. The company has been advised by its lawyers in relation to these matters that Bakery
Mart Pte Ltd is unlikely to succeed in its application to set aside the consent judgement; and
(ii)
the company filed a writ of summons against Bakery Mart Pte Ltd on September 5, 2002 for an amount of $2,179,500
for the repayment of loans and advances. Bakery Mart Pte Ltd has counterclaimed general damages and special
damages in the sum of $2,125,000 on the basis of an alleged restructuring agreement. This action has stayed. The
company has been advised by its lawyers in relation to this matter that there is no merit in the claims made by Bakery
Mart Pte Ltd. Accordingly, no provision has been made for this claim.
67
37 SEGMENT INFORMATION
The group is operating mainly in the Asian region, namely Southeast and Northeast Asia. The primary segments of the
group are by geographical locations of assets.
Inter-segment pricing is on terms agreed between the parties.
Southeast Asia
2004
2003
$’000
$’000
Revenue
External sales
Inter-segment sales
Total revenue
Result
Segment result
Finance costs
Profit before share of
results of associates
Profit (Loss) from associates
Profit before income tax and
minority interest
Income tax expense
Profit before minority interest
Other information
Segment assets
Investment in associates
Unallocated corporate assets
Consolidated total assets
Northeast Asia
2004
2003
$’000
$’000
Elimination
2004
2003
$’000
$’000
Group
2004
2003
$’000
$’000
172,668
46,599
219,267
139,849
37,356
177,205
84,988
9,350
94,338
82,489
6,765
89,254
(55,949)
(55,949)
- 257,656
(44,121)
(44,121) 257,656
20,422
32,701
13,004
8,744
(10,602)
(23,760)
222,338
222,338
22,824
(879)
17,685
(1,144)
21,945
502
16,541
(167)
22,447
(3,839)
18,608
16,374
(3,722)
12,652
123,239
4,029
97,087
3,664
71,347
-
77,797
-
194,586
4,029
3,226
201,841
174,884
3,664
1,623
180,171
Segment liabilities
Unallocated corporate liabilities
Consolidated total liabilities
44,348
34,521
49,055
53,966
93,403
27,187
120,590
88,487
25,812
114,299
Capital expenditure
Acquisition of intangible asset
Depreciation and amortisation
Other non-cash expenses
4,776
4,009
1,964
3,694
1,485
2,123
669
667
600
2,829
975
457
4,896
5,443
4,009
2,564
6,523
2,460
2,580
5,565
As the group is substantially in one business segment, namely the retailing and distribution of quality watches and clocks,
no secondary segments have been disclosed.
38 DIVIDEND
During the financial year, the company declared and paid a first and final dividend of $0.02 per ordinary share less tax
totalling $1,020,240 and a special dividend of $0.015 per ordinary share less tax totalling $765,180 in respect of the
financial year ended March 31, 2003.
Subsequent to the balance sheet date, the directors of the company recommended that a first and final dividend of $0.02
per ordinary share less tax totalling $1,046,400 and a special dividend of $0.11 per ordinary share less tax totalling
$5,755,200 be paid for the financial year just ended on the ordinary shares of the company. The proposed dividends have
not been accrued as a liability for the current financial year in accordance with FRS 10 – Events After the Balance Sheet Date.
68
39 SUBSEQUENT EVENT
Subsequent to the balance sheet date, the directors of the company proposed the following:
(a) a consolidation (“Consolidation”) and subdivision (“Subdivision”) such that every two (2) ordinary shares of par value
$0.25 each shall be consolidated into one (1) ordinary share of par value $0.50 each and immediately thereafter, each
such ordinary share of par value $0.50 each shall be subdivided into five (5) ordinary shares of par value $0.10 each
(“New Shares”), such Consolidation and Subdivision to take effect from a date to be determined by the Directors
(the “Books Closure Date”); and
(b) a bonus issue (”Bonus Issue”) of up to 32,700,000 new ordinary shares of par value $0.10 each in the capital of the
company (“Bonus Shares”) on the basis of one (1) Bonus Share for every five (5) existing ordinary shares held by
members of the company after the Consolidation and Subdivision on the Books Closure Date.
The proposed Consolidation, Subdivision and Bonus Issue are subject to the approval in-principle of the Singapore
Exchange Securities Trading Limited for the listing and quotation for the New Shares and the Bonus Shares on the
official list of the SGX-Sesdaq and the approval of members of the company at an Extraordinary General Meeting
for each of the proposed transactions.
69
Statement of Directors
In the opinion of the directors, the accompanying consolidated financial statements of the group and the balance sheet and
statement of changes in equity of the company are drawn up so as to give a true and fair view of the state of affairs of the
group and of the company as at March 31, 2004 and of the results and cash flows of the group and of the changes in equity
of the group and company for the financial year ended on that date and at the date of this statement, there are reasonable
grounds to believe that the company will be able to pay its debts as and when they fall due.
ON BEHALF OF THE DIRECTORS
Mr Tay Liam Wee
Mr Soh Gim Teik
Singapore
May 27, 2004
70
Corporate Governance Report
The Board of Directors (the “Board”) of Sincere Watch Limited (the “Company” or “Sincere”) is committed to maintaining
high standards of corporate governance and ensures that effective self-regulatory corporate practices exist to protect the interest
of its shareholders. Pursuant to Rule 710(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGXST”) which requires that an issuer which holds its Annual General Meeting (“AGM”) on or after 1 January 2003 to describe
its corporate governance policies with specific reference to the Code of Corporate Governance (“Code”) in its annual report,
the Company’s corporate governance processes and activities for the financial year are outlined below:
Board Of Directors
The Board currently comprises the following members
Mr Tay Boo Jiang
Executive Chairman
Mr Tay Liam Wee
Executive Group Managing Director
Mr Soh Gim Teik
Executive Director
Mr Tay Chok Yan
Executive Director
Mr Tay Ngiap Jiang
Executive Director
Independent Non-executive Director
Mr Lua Cheng Eng
Mr Khong Teck Kim
In addition, the Board is supported by the Nominating Committee (“NC”), the Remuneration Committee (“RC”) and the Audit
Committee (“AC”).
Principle 1: The Board’s Conduct of Its Affairs
The principal functions of the Board are:
• Reviewing and approving the broad policies, strategic and financial objectives of the Group
• Monitoring financial performance including approving financial results, annual reports and statutory accounts
• Overseeing the business conduct and affairs of the Group via its Management
• Overseeing the processes of risk management, financial reporting and compliances and evaluating the adequacy of internal
controls
• Approving the nominations of directors and appointment of senior management, and determining and reviewing their
remuneration levels
• Assuming the responsibility of corporate governance for the Group
Certain functions have been delegated to various Board Committees, namely, the AC, NC and RC. These committees are
made up of wholly or predominantly non-executive directors and chaired by independent directors.
The Board holds a minimum of two meetings a year to consider and resolve major financial and business matters of the Group.
Between Board meetings, important matters concerning the Group are also put to the Board for its decision by way of written
resolutions. Ad-hoc meetings are also held amongst members of the Board including the use of teleconferencing, faxes and
emails as and when required.
Directors’ Attendances at Board and Board Committees’ Meetings
Board
Audit
Meeting
Committee
No. of
No. of
No. of
No. of
Meetings Meetings Meetings Meetings
Director
Held Attended
Held Attended
Tay Boo Jiang (Chairman)
Tay Liam Wee (CEO)
Tay Chok Yan
Tay Ngiap Jiang
Soh Gim Teik
Lua Cheng Eng
Khong Teck Kim
4
4
4
4
4
4
4
4
3
4
4
4
4
4
3
4
NA
NA
NA
NA
NA
4
4
4
NA
NA
NA
NA
NA
4
3
4
Nominating
Committee
No. of
No. of
Meetings Meetings
Held Attended
NA
1
NA
NA
1
1
1
1
NA
1
NA
NA
1
1
1
1
Remuneration
Committee
No. of
No. of
Meetings
Meetings
Held
Attended
NA
1
NA
NA
NA
1
1
1
NA
1
NA
NA
NA
1
1
1
71
Principle 2: Board Composition and Balance
The Board now consists of eight directors. Five of the Board members are executive directors while the other three are independent
non-executive directors. The Board considers a director as independent if any relationship he may have would not affect or
interfere with his exercise of independent judgement in carrying out his functions as an independent Director.
The composition of the Board is reviewed on an annual basis by the NC to ensure the Board has the appropriate mix of expertise
and experience in the field of accounting and finance, business and management, strategic planning and industry knowledge.
The profiles and key information of the Directors at the date of the report are as follows:
Tay Boo Jiang
Is the founder and Executive Chairman of the Board. He has been responsible for the growth of the Company since its inception
as a sole proprietor in 1954. With more than 50 years of experience in the retail trade, he continues to contribute to the
Company with his vast experience and knowledge of the watch industry in Singapore and has built up an extensive business
network over the decades.
Tay Liam Wee
Is the Group Managing Director/CEO of the Company. He was appointed as Director and CEO since 1980 and 1993 respectively.
He holds a Bachelor of Business Administration degree from the Lake Head University, Canada and is responsible for the overall
management and the development of the Group. He has been instrumental in leading Sincere to its current growth phase
that involves the development of the Group’s corporate vision and the implementation of various expansion strategies and plans.
Mr Tay is a member of the RC and the NC.
Soh Gim Teik
Is the Finance Director/CFO and the Company Secretary of Sincere since 1993 and 1982 respectively. He graduated with a
Bachelor of Accountancy Degree from the University of Singapore in 1978 and has several years of financial experience in
various senior positions. He is responsible for the Group’s financial, legal and related corporate matters including corporate
communications and investor relations. He is a member of the Institute of Certified Public Accountants of Singapore and is
currently a Board member of two other listed companies where he chairs their Audit Committees.
Mr Soh is a member of the NC.
Tay Chok Yan and Tay Ngiap Jiang
Are directors of the Company since 1980 and have more than 40 years of experience in the business. Their on-going responsibilities
involve assisting the shops’ managers in the running of various retail outlets and attending to sales matters. Over the years,
they have established a large and valuable clientele base and take direct responsibility in servicing their own clients. They
provide a sense of stability in the retail outlets of Sincere and assist in the nurturing of younger retail staff.
Is the independent non-executive Director and has served as the Audit Committee Chairman since 1993. He also sits in the
RC and NC. Mr Wong was previously a Public Accountant and Partner of Ernst & Young until his retirement in 1987. He holds
a Bachelor of Arts degree from the University of Cambridge and is a Fellow of the Institute of Chartered Accountants, England
& Wales, as well as a member of the Institute of Certified Public Accountants of Singapore. Currently, Mr Wong is the Chairman
of Bukit Sembawang Estates Limited and British & Malayan Trustee Limited and is also a Board member of various other
companies listed on the Stock Exchange of Singapore.
Lua Cheng Eng
Is the independent non-executive Director since 1993 and the Chairman of the RC. He is also a member of the NC and AC. He
holds a Bachelor of Arts with Honours from the University of London and was elected a Fellow of the Chartered Institute of
Transport (United Kingdom) in 1985. Mr Lua is the Chairman of Jurong Technologies Industrial Corporation and a Board member
of SembCorp Industries Ltd where he chairs the Audit Committee. Both companies are listed on the Stock Exchange of Singapore.
Since May 2002, Mr Lua has retired as Chairman of Neptune Orient Lines Ltd (”NOL”) after having served NOL for more than
30 years including 20 years as NOL’s CEO. He remains with NOL as its Honorary Senior Advisor. He is also an Advisor to several
companies and organisations including being a Counsellor in the Baltic International Maritime Council in Copenhagen and Nippon
Kaiji Kyokai in Japan. Currently, Mr Lua serves as the Chairman of the Committee on Maritime Transport of the International
Chamber of Commerce (”ICC”) in Paris. He is also the Vice Chairman of the ICC Commission on Transport and Logistics.
72
From this year, Mr Lua is appointed Singapore’s non-resident Ambassador to Finland and Panama. Prior to his ambassadorial
appointments, he was recognised for his service to the nation with the award of Public Service Medal (”PBM”) in 1979, and
Public Service Star (”BBM”) in 1999 by the Singapore government.
Khong Teck Kim
Is an independent non-executive Director since 2003 and the Chairman for the NC. He is also a member of the RC and AC.
Mr Khong has previously served in Civil Aviation Authority of Singapore (“CAAS”) for more than 30 years until his retirement
in August 2002. He held several senior positions in the CAAS and was involved in areas covering commercial and retail
concessions, franchise, property lease and rental management, international relations, airline marketing and air services
negotiations. He was also the Chairman of the Economic Committee of the Airport Council International (”ACI”) for the Pacific
Region as well as the Pacific Region’s representative to the ACI’s World Economics Committee. Since his retirement, he has
been appointed as Honorary Consul of the Kingdom of Tonga in Singapore and the aviation representative of the Port Authority
of New York and New Jersey for the South and South East Asia and Oceania.
Mr Khong holds a Master of Science Degree in Industrial Engineering and a post-graduate Diploma in Business Administration
from the National University of Singapore.
Senior Management
Kevin Chau
Is the Chairman for Times Legend (Asia Pacific) Limited. Based in Hong Kong, he is responsible for the overall development of
the North Asia market for the Group. Previously, Mr Chau was the Principal Officer for an investment company in Hong Kong
dealing in real estates and the F&B industries in China. He began his career in 1982 with Manufacturers Hanover Limited, USA,
dealing in Fixed Income and Derivative syndication and had been posted by the company to their New York, London and Tokyo
offices. In 1990, he set up his own real estate investment company in California, USA, investing in projects in Texas and
California. Mr Chau holds a Bachelor of Science Degree in Economics from the Wesleyan University in Connecticut, USA.
Tay Liam Wuan
Is the Managing Director of Times Legend (Asia Pacific) Limited. Based in Hong Kong, she is responsible for all aspects of
the Group’s operations in North Asia. Prior to her current appointment, she was the Marketing Manager for Sincere before
her secondment to Hong Kong. She was previously a Credit and Marketing Officer with Export Credit Insurance Corporation
of Singapore.
Ms Tay holds a Bachelor Degree in Business Administration from the National University of Singapore.
Teng Chee Kiong
Is the Senior Vice-President for Business Development and Corporate Affairs. In addition, he also oversees the Travel Retail,
Lifestyle Watch Retail and Brand Management divisions of Sincere. He is responsible for developing the market presence and
expanding the market share of these divisions in South East Asia. His previous work experience includes management positions
in Duty Free Shoppers Pte Ltd and Metro Pte Ltd.
Mr Teng has more than 25 years of experience in retail and distribution management and has a Degree in Business Administration
from the University of Singapore as well as a MBA in Retailing from the University of Stirling.
Tay Kok Kian
Is the Senior Vice-President of Fine Watch Retail Division. He has been with the Company for more than 30 years and is currently
responsible for the operations of Fine Watch boutiques in Singapore and Malaysia. He has been instrumental in forging the
strategic transformation of the Sincere’s business of general watch retailing in the 70s to its present day business of fine watch
retailing. He continues to play a key role in lifting the service standards of the Company.
Lim Gwee Koon
Is the Group Financial Controller and Company Secretary of Sincere. He joined the Company in 1993 and is responsible for
the Group’s financial reporting and accounting, corporate finance and treasury functions. He is also involved in strategic business
planning and coordinates the financial needs of the entire Group. He also has several years of experience as an external auditor
with established public accounting firms.
Mr Lim is a Fellow of the Association of Chartered Certified Accountants, UK and a member of the Institute of Certified Public
Accountants of Singapore.
73
Laurence Chan
Is the General Manager, Operations and Finance, of Times Legend (Asia Pacific) Limited. Based in Hong Kong, he is responsible
for the financial management and control in addition to the administration of the Group’s operations in North Asia. Mr Chan
has held directorships in several private equity fund management companies and he has extensive experience in management
and finance. Mr Chan is a CFA Charter holder. He obtained his MBA from the University of Manchester, Manchester Business
School, UK, as well his Bachelor Degree in Engineering from the National University of Singapore.
Ong Ban
Is the Executive Vice-President of the Fine Watch Retail Division. He joined Sincere in 1996 and is responsible for all operational
matters including the market development of the fine watch business in Singapore and Malaysia. Before joining Sincere, he
held several management positions in retailing and trading companies, Coop International (S) Pte Ltd and Trisindo International
(S) Pte Ltd.
Mr Ong graduated from the University of Cardiff in Wales, United Kingdom with a Law Degree.
Susanna Kang
Is the Vice-President of Brand Management Division and has been with the Company since 1994. She is responsible for the
marketing and business development of the Group’s agency business. Brands under her portfolio include Franck Muller, Chaumet,
Delaneau and de Degrisogono. Her previous work experience includes sales and brand management roles in FJ Benjamin and
Cosa Liebermann.
Ms Kang holds a Bachelor Degree in Business Administration from the National University of Singapore.
Chew Nam Yeo
Is the Finance Manager and has been with Sincere since 1994. Besides being responsible for the overall financial and accounting
functions of the Group, she also has compliance responsibilities and ensures that all companies within the Group adhere to
Group accounting policies and practices. Her other duties cover corporate secretarial, treasury, corporate finance and corporate
communications matters. She has several years of audit experience in an established public accounting firm.
Ms Chew holds a Bachelor Degree in Accountancy with Honours from the National University of Singapore and is a member
of the Institute of Certified Public Accountants of Singapore.
Tay Liam Sze
Is the Vice-President of the Lifestyle Watch Retail Division and Marketing and has been with Sincere since 1999. She is in charge
of the business and operations of Emotus Time Culture in Singapore and Malaysia. She is also responsible for all advertising,
promotions, public relations and all other marketing communications matters of Sincere. Prior to joining Sincere, she held
marketing positions with United Overseas Bank Limited, Ikea Asia Pacific and DHL International (S) Pte Ltd.
Ms Tay holds a Bachelor Degree in Business Administration from the National University of Singapore and a Graduate Diploma
in Marketing Management from the Singapore Institute of Management.
Principle 3: Chairman and Chief Executive Officer
The roles of the Chairman and CEO are separate. The Chairman, leaves the daily running of the business to the CEO although
he bears responsibility for the working of the Board. The CEO is the son of the Chairman.
Nevertheless, in view of the Board composition of which three of the eight directors are non-executive and independent and
the accessibility of information extended to non-executive directors, the Board is satisfied that the current arrangement represents
an appropriate balance of power and authority and no individual member of the Board represents a considerable concentration
of power. Directors are given Board papers in advance of meetings for them to be adequately prepared for the meetings and
senior management staff are, where necessary, in attendance at Board and Board Committees’ meetings.
Principle 4: Board Membership
The NC comprises five directors, three of whom, including its chairman Mr Khong Teck Kim, Mr Lua Cheng Eng and Mr Cecil
Vivian Richard Wong are independent. The other two members, Mr Tay Liam Wee and Mr Soh Gim Teik are the CEO and the
CFO respectively.
74
The Articles of Association of the Company require one-third of the Board directors to retire from office at each AGM.
Accordingly, the directors submit themselves for re-nomination and re-election at regular intervals of at least once every three
years. In addition, a newly appointed director is also required to retire at the AGM immediately following his appointment.
However, he may, subject to the recommendation of the NC and the Board, offer himself for re-election at the AGM and he
becomes subject to the one-third rotation rule if re-elected.
Principle 5: Board Performance
As stated in the terms of reference, the NC will be responsible for reviewing and evaluating the performance of each director.
The directors’ evaluation is based on their participation and contribution at Board and Board Committees’ meetings.
Principle 6: Access to Information
Directors are given full access to all minutes and documents concerning all Board and Board Committees’ meetings. It is a
policy that all Board papers are submitted to the directors prior to every Board meeting. Additionally, directors have access to
any key officers of the Company when required.
Should the directors, either as individual or as a group, require independent professional advice to fulfil their duties and
responsibilities as directors, the Company will bear the costs of such advice.
Principle 7: Remuneration Matters
The RC comprises Mr Lua Cheng Eng, who serves as the Chairman of the RC, and Mr Khong Teck Kim, Mr Cecil Vivian Richard
Wong and Mr Tay Liam Wee. With the exception of Mr Tay Liam Wee, who is the CEO, all members are independent nonexecutive directors of the Board. In matters relating to the remuneration of the CEO, the CEO will abstain from the deliberation
and decision process of the RC. The RC must have absolute independence and be free from any business or other relationships
which may materially interfere with the exercise of its independent judgement.
Principle 8: Level and Mix of Remuneration
An appropriate and attractive level of remuneration has been set to retain and motivate all staff and directors. The current
remuneration package generally includes a fixed as well as a variable component. The variable portion is determined based
on the performance of both the individual employee as well as the Group’s performance. The remuneration of all employees
in the Group is subject to approval by the executive directors in consultation with the respective Heads of Department. Annual
adjustments and increments to remuneration are based on the results of the annual review.
The remuneration of independent directors is determined, after taking into account the effort and time spent and level of
responsibilities assigned. The recommendation is submitted annually by the Board for the approval of shareholders at the AGM.
Principle 9: Disclosure of Remuneration
The Executive Chairman and the CEO, as executive directors, do not receive directors’ fees. Their compensation comprised
salaries, bonuses and a performance related variable bonus element based on their achievement of certain performance targets.
A breakdown of the remuneration paid to each director in remuneration bands of $250,000 for FY2004 is as follows:
Executive Directors
Tay Liam Wee
Tay Boo Jiang
Soh Gim Teik
Tay Ngiap Jiang
Tay Chok Yan
Non–Executive Directors
Lua Cheng Eng
Khong Teck Kim
Remuneration
Band
$
Fees
Salary
Bonus
%
%
%
Performance
Bonus*
%
1.25m – 1.5m
750k – 1m
250k – 500k
< 250k
< 250k
-
22
9
72
80
80
6
2
28
20
20
72
89
-
< 250k
< 250k
< 250k
100
100
100
-
-
-
* Performance bonus is based on the employment contract.
75
Employees who are immediate family members of the Directors of the Company and whose remuneration exceed $150,000
during the financial year as follows:
Name
Remuneration Band
$
Immediate family member of
Designation
Tay Liam Wuan
250K - 500K
Tay Chok Yan
Managing Director of Hong Kong subsidiary,
Times Legend (Asia Pacific) Limited
Tay Liam Tze
<250K
Tay Ngiap Jiang
Vice President - Lifestyle Watch Retail Division
and Marketing of Sincere Watch Limited
Mr Kevin Chau, Chairman of Times Legend (Asia Pacific) Limited was paid in the region of $1.25m - $1.5m during the financial
year. This entire amount comprised performance bonus calculated on the basis of the profitability of the subsidiary.
Save for the above and for competitive reasons, the Company is not disclosing the remuneration paid to its other executives.
Accountability and Audit
Principle 10: Accountability
The Board is accountable to the shareholders while the Management is accountable to the Board.
The Board has provided shareholders with a balanced and understandable assessment of the Company’s and Group’s performance,
position and prospects via its interim reporting and other SGX-ST announcements.
Principle 11: Audit Committee
The AC presently comprises Mr Cecil Vivian Richard Wong, who serves as its Chairman, Mr Lua Cheng Eng and Mr Khong Teck
Kim. The AC is wholly made up of independent directors and thus it is in compliance with the Code. The Board is also satisfied
that each of the AC members has appropriate accounting and/or related financial management expertise and experience.
The AC terms of reference are as follows:
The duties of the AC shall be:
• To review the audit plan with the external auditors and their evaluation of the system of internal controls, their audit report,
management letters and responses from Management
• To review the quarterly, half-year and annual financial statements for announcement to SGX-ST before submission to the
Board for approval
• To discuss problems and concerns, if any, arising from the interim and final audits, and any matters which the auditors may
wish to discuss in the absence of Management where necessary
• To review the internal audit programme and ensure co-ordination between the internal and external auditors and Management
• To review the scope and results of the internal audit procedures
• To review the accounts of the Company and the consolidated accounts of the Group before submission to the Board for
approval
• To review and discuss with the extemal auditors, any suspected fraud or irregularity, or suspected infringement of any
Singapore law, rules and regulations, which has or is likely to have a material impact on the Group's operating results or
financial position
• To review transactions falling within the scope of Chapter 9 of the SGX-ST Listing Manual
• To consider the appointment of the external auditors at each AGM, the audit fees and matters relating to the resignation
or dismissal of the auditors
• To review all non-audit services provided by the external auditors with a view of establishing their independence
Four AC meetings were held during FY2004. Members of the Management have, by invitation of the AC, been present at all
meetings to answer queries from the AC.
The AC confirmed that it has undertaken a review of all non-audit services provided by the external auditors and in their opinion,
they would not affect their independence as external auditors of the Company.
76
Principle 12: Internal Controls
The Group’s internal controls and systems are designed to provide reasonable assurance as to the integrity and reliability of
the financial information and to safeguard and maintain accountability of its assets. Procedures are in place to identify major
business risks and to evaluate its potential financial impact.
The Board acknowledges its responsibility for ensuring that there is a sound system of internal controls to safeguard shareholders’
investments and Company’s assets.
Principle 13: Internal Audit
The AC has reviewed and evaluated the system of internal controls with the external auditors and internal auditor. The Board
is of the view that there has been no major weaknesses in the existing system of internal controls.
The Internal Audit function reports directly to the Chairman of the AC on audit matters, and the CEO and CFO on administrative
matters. The Internal Audit Department is independent of Management and submits its internal audit plan to the AC for
approval at the beginning of each year after consultation with Management.
The Internal Audit Department has adopted the Standards for Professional Practice of Internal Auditing as set by the Institute
of Internal Auditors.
Principle 14: Regular, Effective and Fair Communication
The Board is committed to provide timely disclosure of information to the shareholders.
Principle 15: Greater Shareholder Participation
All information on the Company’s performance is published through the MASNET. Annual reports and notices of general
meeting are sent to all shareholders of the Company.
The Company has also retained an investor relations firm and has at regular intervals, updated investors and the general public
on the progress of the Group.
External auditors are also present at AGMs to assist directors in addressing any relevant queries from shareholders.
Interested Persons Transactions
During the financial year under review, the aggregate value of all transactions conducted with interested persons as defined
in Chapter 9, Clause 904 of the Listing Manual of SGX-ST did not exceed $100,000. All transactions with interested persons
are reviewed by the AC and the Board. Details of the interested person transactions are disclosed in Note 28 of the Notes to
Financial Statements.
Material Contracts
Other than transactions mentioned under Interested Person Transactions above and for the remuneration received by the
directors in their capacity as directors, there were no material contracts entered into in the ordinary course of business, by the
Company and its subsidiaries involving the interests of the CEO, the directors or the controlling shareholders.
Dealing With Securities
The Group has adopted the SGX-ST Best Practices Guide with respect to the dealings in securities. All officers are prohibited
from dealing in securities of the Company during the period of four weeks before the announcement of the Company’s fullyear and half-year results and ending two days after the announcement of the results, in accordance to the guidelines set out
in the Best Practices Guide. Similarly, the ‘closed’ period before the announcement of the Company’s results for the first and
third quarters is one week before the announcement dates until one day after the announcement.
The directors and officers are not expected to deal in the Company’s securities on consideration of a short-term nature. Directors
and officers are required to observe insider trading provisions under the Securities and Futures Act at all times even when
dealing in the Company’s securities within the permitted periods. To enable the Company to monitor such transactions, directors
of the Company are required to report all dealings to the Company Secretaries.
77
Managing Risk
Business & Operational Risk Management
The Group is subject to business and operational risks common to the luxury watch retail industry. These risks include, among
other things, competition from other watch retailers, availability of suitable operating sites, increases in operating costs such
as rental and labour costs, the recurring need to refurbish and upgrade of retail boutiques/outlets, government regulations
and adverse local or international economic and market conditions.
In addition, the Group adopts additional measures by observing a comprehensive Brand Management policy and constantly
seeks diversification in brands to mitigate the incident of over-reliance on a particular brand.
Competition Risk Management
The luxury watch industry is a highly competitive market. Changes in economic conditions, domestic market conditions and
consumer behavioural preferences may affect the demand of the Group’s range of products. As such risks cannot be completely
eliminated, the Group has undertaken continuous efforts in improving and developing its market share and brand awareness
through comprehensive marketing and promotion programmes.
Foreign Exchange Risk
As the Group transacts in currencies like the Swiss Franc and the Euro, any significant adverse movement in exchange rates
will have an impact on the Group’s performance. The Group seeks to minimise this impact by entering into forward foreign
exchange contracts and options and also buy or sell foreign currencies at spot rates where necessary to address any short-term
imbalances. Forward foreign exchange contracts and options are entered purely as a hedging tool and the Group does not
take speculative positions for trading purposes.
78
Analysis of Shareholdings
AS AT 10 JUNE 2004
Authorised Share Capital
Issued And Fully Paid-up Capital
Class Of Shares
Voting Rights
:
:
:
:
$50,000,000
$16,350,000
Ordinary Shares Of $0.25 Each
1 Vote Per Share
DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS
Size Of Shareholdings
No. of Shareholders
1 - 999
59
1,000 - 10,000
728
10,001 - 1,000,000
127
1,000,001 & Above
8
Total
922
%
6.40
78.96
13.77
0.87
100.00
TOP TWENTY SHAREHOLDERS AS AT 10 JUNE 2004
Name
TBJ Holdings Pte Ltd
HSBC (Singapore) Nominees Pte Ltd
Tay Liam Tiak
United Overseas Bank Nominees Pte Ltd
Tay Liam Hwee @ Tay Yong Tiak
Tay Liam Kiat
Oversea Chinese Bank Nominees Pte Ltd
Estate Of Tay Liam Hoong
Tay Chok Yan
Tay Ngiap Jiang
The Asia Life Assurance Society Ltd - Singapore Life Fund
DBS Nominees Pte Ltd
Citibank Nominees Singapore Pte Ltd
Phillip Securities Pte Ltd
Lim Mee Hwa
G K Goh Stockbrokers Pte Ltd
Raffles Nominees Pte Ltd
Tay Liam Kai
Kim Eng Securities Pte Ltd
Lam Lai Cheng
SUBSTANTIAL SHAREHOLDERS
Name
TBJ Holdings Pte Ltd
Tay Boo Jiang
Tay Liam Wee
Chartered Asset Management Pte Ltd
Cam-GTF Limited
Tay Liam Tiak
Direct Interest
32,818,500
6,448,000 (3)
3,896,000 (4)
%
50.18
9.86
5.96
No. of Shares
27,571
2,531,509
8,604,920
54,236,000
65,400,000
%
0.04
3.87
13.16
82.93
100.00
No. of Shares
32,818,500
6,473,000
3,767,000
2,984,000
2,616,000
2,616,000
1,862,500
1,252,500
888,000
868,000
725,000
370,500
256,500
242,000
231,000
224,920
217,500
203,500
202,000
185,000
59,003,420
%
50.18
9.90
5.76
4.56
4.00
4.00
2.85
1.92
1.36
1.33
1.11
0.57
0.39
0.37
0.35
0.34
0.33
0.31
0.31
0.28
90.22
Deemed Interest
32,818,500 (1)
32,818,500 (1)
6,801,000 (2)
-
%
50.18
50.18
10.40
-
SHAREHOLDING HELD IN THE HANDS OF PUBLIC
Based on the information available to the company as at 10 June 2004, approximately 31% of the issued ordinary shares of
the company is held by the public, and therefore, rule 723 of the listing manual of SGX-ST is complied with.
Notes:
(1) Deemed interests of Mr Tay Boo Jiang and Mr Tay Liam Wee comprise the total interest of TBJ Holdings Pte Ltd
(2) Chartered Asset Management Pte Ltd is deemed to have an interest in the shares held as follows:
(i) HSBC (Singapore) Nominees Pte Ltd
6,448,000
(ii) United Overseass Bank Nominees Pte Ltd
254,000
(iii) G K Goh Stockbrokers Pte Ltd
99,000
(3) Direct interest of CAM-GTF limited is held through HSBC (Singapore) Nominees Pte Ltd
(4) Direct interest of Mr Tay Liam Tiak includes interest acquired through CPF investment account and under the Supplementary Retirement Scheme
79
Notice of Annual General Meeting
(INCORPORATED IN THE REPUBLIC OF SINGAPORE)
Notice is hereby given that the 27th Annual General Meeting of the Company will be held at Suntec Singapore International
Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Level 2, Meeting Room 204, Singapore 039593, on Friday,
July 30, 2004 at 10.00 a.m. for the following purposes:
As Ordinary Business
1.
To receive and to adopt the Audited Accounts for the year ended March 31, 2004, the Auditors' Report and the Directors'
Report thereon.
2.
To declare a first and final dividend of 2 cents per share (8%) less tax of 20% as recommended by the Directors for
the year ended March 31, 2004.
3.
To declare a special 50th anninversary dividend of 11 cents (44%) less tax of 20% as recommended by the Directors
for the year ended March 31, 2004.
4.
To approve Directors' Fees of $120,000 for the year ended March 31, 2004.
5.
To re-elect Mr Tay Ngiap Jiang, a Director who is retiring under Article 92 of the Company's Articles of Association.
6.
To re-elect Mr Soh Gim Teik, a Director who is retiring under Article 92 of the Company’s Articles of Association.
7.
To re-appoint Messrs Deloitte & Touche as the Auditors of the Company and to authorise the Directors to fix their
remuneration.
As Special Business
8
To consider, and if thought fit, to pass with or without modification the following resolution:
"That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Cecil Vivian Richard Wong be and is hereby reappointed a Director of the Company to hold such office until the next Annual General Meeting of the Company."
Mr Cecil Vivian Richard Wong, upon re-election as Director of the Company, will remain as the Chairman of the Audit
Committee and will be considered to be independent for the purpose of Rule 704(8) of the Listing Manual of the
Singapore Exchange Securities Trading Limited.
9
To consider, and if thought fit, to pass with or without modification the following resolution:
"That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Tay Boo Jiang be and is hereby re-appointed a
Director of the Company to hold such office until the next Annual General Meeting of the Company."
10 To consider, and if thought fit, to pass with or without modification the following resolution:
"That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Tay Chok Yan be and is hereby re-appointed a
Director of the Company to hold such office until the next Annual General Meeting of the Company."
11 Any other business.
By Order of the Board
Soh Gim Teik
Company Secretary
July 7, 2004
Singapore
Note: A member entitled to attend and vote at the above Meeting may appoint a Proxy (or a representative in the case of a corporation) to attend and vote on his/her behalf
and such Proxy (or representative) need not be a member of the Company. Every instrument of proxy shall be deposited at the registered office of the Company at 8 Temasek
Boulevard, #23-03 Suntec Tower 3, Singapore 038988 not less than 48 hours before the time set for the holding of the meeting or any adjournment thereof.
80
Proxy Form
IMPORTANT:
1. For investors who have used their CPF monies to buy Sincere Watch Limited
shares, this Annual Report is forwarded to them at the request of their CPF
Approved Nominees and is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF Investors and shall be ineffective
for all intents and purposes if used or purported to be used by them.
(INCORPORATED IN THE REPUBLIC OF SINGAPORE)
I/We
Of
being a member/members of the above named Company, hereby appoint:
NAME
ADDRESS
NRIC NO./
PASSPORT NO.
PROPORTION OF
SHAREHOLDINGS (%)
AND OR (DELETE AS APPROPRIATE)
as my/our proxies to attend and to vote for me/us on my/our behalf, and if necessary, to demand a poll, at the 27th Annual
General Meeting of the Company to be held at Suntec Singapore International Convention & Exhibition Centre, 1 Raffles
Boulevard, Suntec City, Level 2, Meeting Room 204, Singapore 039593 on Friday, July 30, 2004 at 10.00 a.m. and any
adjournment thereof. I/We have indicated with a "X" in the appropriate box against any such item, how I/we wish my/our
proxy/proxies to vote. If no specific direction as to voting is given or in the event of any item arising not summarised below,
my/our proxy/proxies may vote or abstain at the discretion of my/our proxy/proxies.
ORDINARY RESOLUTIONS RELATING TO :
FOR
1
Adoption of Reports and Accounts
2
Declaration of a first and final dividend of 2.0 cents per share less tax
3
Declaration of a special 50th anniversary dividend of 11.0 cents per share less tax
4
Approval of Directors' Fees
5
Re-election of retiring Director, Mr Tay Ngiap Jiang
6
Re-election of retiring Director, Mr Soh Gim Teik
7
Re-appointment of Auditors and fixing their remuneration
8
Re-appointment of Director pursuant to Section 153(6) of the Companies Act,
Cap. 50: Mr Cecil Vivian Richard Wong
9
Re-appointment of Director pursuant to Section 153(6) of the Companies Act,
Cap. 50: Mr Tay Boo Jiang
10 Re-appointment of Director pursuant to Section 153(6) of the Companies Act,
Cap. 50: Mr Tay Chok Yan
Signed this
TOTAL NO. OF SHARES HELD IN
CDP REGISTER
MEMBER'S REGISTER
Signature(s) of Member(s) or Common Seal
Important: Please read notes overleaf
day of
2004.
AGAINST
FOLD THIS FLAP
AFFIX
23 CENTS
STAMP
THE SECRETARY
8 TEMASEK BOULEVARD
#23-03 SUNTEC TOWER 3
SINGAPORE 038988
NOTES
1 Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository
Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number
of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name
in the Register of Members, you should insert the aggregate number of Shares entered against your name in the
Depository Register and registered in your name in the Register of Members. If no number is inserted the instrument
appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.
2
A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two
proxies to attend and vote instead of him.
3
Where a member appoints two proxies, the appointments shall be invalid un-less he specifies the proportion of his
shareholding (expressed as a percentage of the whole) to-be represented by each proxy.
4
The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 8 Temasek
Boulevard, #23-03 Suntec Tower 3, Singapore 038988, not less than 48 hours before the time appointed for the Annual
General Meeting.
5
The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney duly authorised
in writing. Where the instrument appointing proxy or proxies is executed by a corporation, it must be executed either
under its seal or under the hand of an officer or attorney duly authorised.
6
A corporation which is a member may authorise by resolution of its directors or other governing body such person as
it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the Companies
Act, Chapter 50 of Singapore.
GENERAL
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly complete
or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified
in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the
Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor is now shown
to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed
for holding the Annual General Meeting, as certified by the Central Depository (Pte) Limited to the Company.
8 Temasek Boulevard
#23-03 Suntec Tower Three
Singapore 038988
Telephone +65.6737.4592
Facsimile +65.6733.0923
[email protected]
AN IMMORTAL DESIGN SINGAPORE www.immortal.com.sg

A Celebration of Time

Transcription

Similar documents

Property Life Media Kit 2013

Sure-Win Dip

waiver guidelines jakarta incident

AVS24 2.4 GHZ Wireless Audio/Video Sender

Gold and Silver Recipients 2014

PDF - Borrowed Time Watches

Corporate Profile - United Engineers Limited

A golden opportunity to A golden opportunity to

South Asians - Institute of South Asian Studies

MARGARET CHAN - actress - Singapore Management University