Japfa+Ltd +-+prospectus+ (7+aug+2014)

FEEDING
EMERGING ASIA
JAPFA LTD.
(Company Registration Number: 200819599W)
(Incorporated in Singapore on October 8, 2008)
248,000,000 Offering Shares

(subject to the Over-allotment Option (as defined herein))
Offering Price: S$0.80 per Offering Share
PROSPECTUS DATED AUGUST 7, 2014

(Registered by the Monetary Authority of Singapore on
August 7, 2014)
This document is important. If you are in any doubt as to the
action you should take, you should consult your legal, financial,
tax or other professional adviser.
This is the initial public offering of our ordinary shares (the Shares). Japfa Ltd.
(the Company) is issuing an aggregate of 248,000,000 Shares (the Offering
Shares) for subscription and/or purchase at the Offering Price (as defined
below) (the Offering). The Offering consists of (i) an international placement
of 231,200,000 Offering Shares (the International Offer) to investors,
including institutional and other investors in Singapore, including 22,500,000
Offering Shares reserved for our directors, employees and business associates
and others who have contributed to the success and development of our Group
(the Reserved Shares) and (ii) a public offer of 16,800,000 Offering Shares in
Singapore (the Singapore Public Offer). The Offering Shares offered may be
re-allocated between the International Offer and the Singapore Public Offer,
at the discretion of the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters (as defined below), subject to any applicable
law. See Plan of Distribution.
Credit Suisse (Singapore) Limited and DBS Bank Ltd. are the joint global
coordinators, joint issue managers, joint bookrunners and underwriters for
the Offering (the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters or the Joint Global Coordinators).
Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank
International), Singapore Branch is the co-lead manager (the Co-Lead
Manager) for the Offering.
In connection with the Offering, we have granted Credit Suisse (Singapore)
Limited as stabilizing manager (the Stabilizing Manager), on behalf of
the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and
Underwriters, an over-allotment option (the Over-allotment Option) to
purchase up to an aggregate of 37,200,000 Shares (the Additional Shares)
(representing 15.0 per cent. of the total Offering Shares) at the Offering
Price, exercisable in whole or in part by the Stabilizing Manager, on its own
behalf and on behalf of the Joint Global Coordinators, Joint Issue Managers,
Joint Bookrunners and Underwriters, on one or more occasions, from the
commencement of the dealing of the Shares (the Listing Date) on the
Singapore Exchange Securities Trading Limited (the SGX-ST) until the earlier
of (i) the date falling 30 days from the Listing Date, and (ii) the date when
the Stabilizing Manager or its appointed agent has bought on the SGX-ST
an aggregate of 37,200,000 Shares, representing 15.0 per cent. of the total
Offering Shares, to undertake stabilizing actions, solely to cover the overallotment of the Offering Shares, if any.
Prior to the Offering, there has been no public market for our Shares.
Application has been made to the SGX-ST for permission to list for quotation
on the Main Board of the SGX-ST all our issued Shares, the Offering Shares,
the Additional Shares and the Shares which may be issued upon the release of
the share awards to be granted under the Japfa Performance Share Plan (the
Plan Shares), and we have received a letter of eligibility from the SGX-ST
for permission to list all our issued Shares, the Offering Shares, the Additional
Shares and the Plan Shares on the Main Board of the SGX-ST. Acceptance of
applications for the Offering Shares will be conditional upon, among other
things, permission being granted by the SGX-ST to deal in and for quotation
of all our issued Shares, the Offering Shares, the Additional Shares and the
Plan Shares on the Official List of the SGX-ST. Such permission will be granted
when we have been admitted to the Official List of the SGX-ST. Monies paid
in respect of any application accepted will be returned, at each investors own
risk, without interest or any share of revenue or other benefit arising therefrom,
and without any right or claim against us or the Joint Global Coordinators,
Joint Issue Managers, Joint Bookrunners and Underwriters, if the Offering is not
completed because this permission is not granted or for any other reason. The
dealing in and quotation of our Shares will be in Singapore dollars.
The SGX-ST assumes no responsibility for the correctness of any statements or
opinions made or reports contained in this Prospectus. Our eligibility to list and
our admission to the Official List of the SGX-ST is not an indication of the merits
of the Offering, our Company, our Group or our Shares (including the Offering
Shares, the Additional Shares and the Plan Shares).
Investing in our Shares involves certain risks. See Risk Factors beginning
on page 23.
OUR SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), AND THEY MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
ACCORDINGLY, OUR SHARES ARE BEING OFFERED AND SOLD OUTSIDE
THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON
REGULATION S UNDER THE SECURITIES ACT (REGULATION S) OR
PURSUANT TO ANOTHER EXEMPTION FROM, OR IN TRANSACTIONS NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. OUR SHARES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE
WITH THE RESTRICTIONS DESCRIBED UNDER TRANSFER RESTRICTIONS.
A copy of this Prospectus was lodged on July 29, 2014 with and registered
by the Monetary Authority of Singapore (the Authority) on August 7, 2014.
The Authority assumes no responsibility for the contents of this Prospectus.
Registration of this Prospectus by the Authority does not imply that the
Securities and Futures Act, Chapter 289 of Singapore, or any other legal or
regulatory requirements, have been complied with. The Authority has not, in
any way, considered the merits of our Shares being offered for investment (or of
the Additional Shares, where the Over-allotment Option is exercised).
No Shares will be allotted or allocated on the basis of this Prospectus later than
six months after the date of registration of this Prospectus by the Authority.
Investors applying for Offering Shares by way of Application Forms or
Electronic Applications in the Singapore Public Offer will pay the Offering Price
on application, subject to the refund of the full amount or, as the case may
be, the balance of the application monies in each case without interest or any
share of revenue or other benefit arising therefrom and without any right or
claim against us or the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters, where (i) an application is rejected or accepted
in part only, or (ii) the Offering does not proceed for any reason.
Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters
Co-Lead Manager
This overview section is qualified in its entirety by, and should be read in conjunction with, the full text of this Prospectus.
Meanings of capitalised terms may be found in the sections Certain Defined Terms and Conventions and Appendix
M - Definitions and Abbreviations.
C O R P O R AT E P R O F I L E
We are a leading agri-food company that produces
multiple protein foods, with operations in five highgrowth emerging Asian markets. We have, over 40 years,
developed core competencies across the agri-food value
chain, including animal feed production, animal breeding,
livestock fattening and consumer food.
We are a market leader across multiple classes of
protein foods, with an emphasis on milk, poultry and
beef, complemented by growing businesses in swine
and aquaculture. In Indonesia, we are one of the two
largest producers of poultry, and we have replicated our
industrialized, vertically integrated business model for
poultry production in Vietnam, India and Myanmar. In China,
we successfully replicated our Indonesian dairy business
and are, today, one of a small group of leading producers
of premium milk that is of the highest quality available in
the market and that commands premium prices in China.
Given the growing affluence of the populations in our
target middle- and lower-income consumer groups, we
expect protein food consumption in these markets to
rise. We intend to capitalize on this trend by increasing

our production capabilities for premium milk and animal
proteins across our markets.
We have an industrialized approach to farming and food
production. This allows us to consistently produce highquality proteins and to replicate our business model as we
expand our existing protein operations in and across our
existing markets.
In addition, the vertical integration of our animal protein
business from animal feed production to breeding and
commercial farming to slaughtering and food processing
creates more opportunities to capture value at different
points in the value chain. It also provides us with greater
food security and traceability, which is important as we
grow our downstream consumer food brands.
We leverage the high quality of our raw materials to
produce premium and mass market consumer branded
food products under leading brands such as So Good
and Greenfields.
OUR BUSINESS LOCATIONS

CHINA
DAIRY1
DAIRY FARMING
ANIMAL PROTEIN
BEEF
EMERGING ASIAN MARKETS
POPULATION: 3 BILLION
VIETNAM
ANIMAL PROTEIN
POULTRY
SWINE
MYANMAR
INDIA
ANIMAL PROTEIN3
POULTRY
ANIMAL PROTEIN
POULTRY
CONSUMER FOOD
CHICKEN
BEEF
SINGAPORE
CORPORATE HQ
REGIONAL PROCUREMENT
1 Dairy: 61.9% owned through AustAsia Investment
Holdings Pte. Ltd.
2 Indonesia Animal Protein: 57.5% owned through
PT Japfa Comfeed Indonesia Tbk
3 Myanmar Animal Protein: 85.0% owned
INDONESIA
DAIRY1
DAIRY FARMING
MILK PROCESSING
BRANDED MILK DISTRIBUTION
ANIMAL PROTEIN2
POULTRY
BEEF
AQUACULTURE
CONSUMER FOOD
CHICKEN
BEEF
SEAFOOD
OUR BUSINESS
We have a vertically integrated business model that covers the entire value chain for many of our protein products, from
feed production and breeding to commercial farming and processing. In addition, we are able to leverage our premium
protein production operations through our high-growth downstream consumer food business.
VERTICALLY INTEGRATED BUSINESS MODEL

UPSTREAM:
MIDSTREAM:
DOWNSTREAM:
ANIMAL FEED AND

BREEDING
MILKING AND
FATTENING
PROCESSING AND
DISTRIBUTION
MILKING
ANIMAL FEED
DAIRY PRODUCTS
POULTRY BREEDING
POULTRY
DAIRY BREEDING
SWINE BREEDING
BEEF
PROCESSED MEATS
OUR GREENFIELDS BRAND WAS THE MARKET LEADER FOR PREMIUM

FRESH MILK IN INDONESIA IN 2013 WITH AN ESTIMATED MARKET
SHARE OF 38.4%1 BY VALUE
1 According to Frost & Sullivans Industry Report set out in Appendix F Independent Market Research on Selected Food Markets in Indonesia, China, India, Vietnam, and Myanmar
OUR BUSINESS
DAIRY
We are one of a small group of leading, industrialized

producers of premium raw milk in Indonesia and China. Our
raw milk is of the highest quality in terms of nutritional and
safety standards, and rates at the top of the market in terms
of price.
As of March 31, 2014, we had approximately 47,500 heads of
cattle and 19,500 milking cows across our farms in Indonesia
and China.
Rotary Milking Parlour
Parallel Milking Parlour
CHINA
INDONESIA
Focus on producing premium raw milk that is sold to

leading dairies in China, such as Yili, Mengniu, Bright
Dairy and Nestle, at premium prices
Operate a vertically integrated dairy business, comprising

one milk-producing dairy farm and one dairy processing
plant, in Malang, East Java, Indonesia, at an altitude that
is conducive to raising high-quality dairy cows
Recently passed the audit process of Starbucks China to

supply them with milk processed and packaged from raw
milk produced at Farm 2 in China
Our raw milk consistently exceeds Chinese
international standards for nutrition and safety
and
Well positioned to benefit from substantial shortfall in

the supply of premium milk and expected growth in dairy
consumption in the Chinese market
Operate a five-farm hub of dairy farms in Shandong
province, China with four of the farms in the operational stage.
Construction of the fifth farm is expected to be completed by
the end of 2014 with milk production in early 2015
Average selling price of our milk in 2013 was RMB 4.51
per kilogram, which was approximately 25% higher than
the average price of milk from 10 major milk production
regions in China1
Use our raw milk in our downstream businesses to produce

fresh milk, UHT milk and cheeses marketed under our
Greenfields brand to consumers in Indonesia and other
countries in Asia
Export a portion of our downstream dairy products to key
strategic customers such as Starbucks and Cold Storage in
markets such as Singapore, Hong Kong and the Philippines
Our Greenfields brand was the market leader for premium
fresh milk in Indonesia in 2013 with an estimated market
share of 38.4%1 by value
KEY FIGURES
As of or for the three months ended March 31, 2014
Approximately 5,700 heads of cattle
KEY FIGURES
As of or for the three months ended March 31, 2014
Approximately 2,900 milking cows
Approximately 41,800 heads of cattle
Produced over 6,600
Approximately 16,700 milking cows

Produced over 45,000
tons of raw milk
Average milk yield per milking cow was 9.4
tons
tons of raw milk
Average milk yield per milking cow was 12.4

Average selling price of milk was RMB
tons
5.25 per kg
1 According to Frost & Sullivans Industry Report set out in Appendix F

Independent Market Research on Selected Food Markets in Indonesia, China,
India, Vietnam, and Myanmar
WE PRODUCE
APPROXIMATELY 1.5 MILLON
DAY-OLD CHICKS PER DAY
OUR BUSINESS
ANIMAL PROTEIN
We produce multiple high-quality animal proteins (poultry,
swine, beef and aquaculture) as well as premium speciallyformulated animal feed.
We sold over 3.5 million tons of animal feed in 2013 in Indonesia,
Vietnam and Myanmar, both for our own poultry, swine and
aquaculture operations, as well as for sale to third parties. Our
feed brands are among the most recognized in Indonesia.
We also breed high-performance day-old chicks (DOCs),
swine and beef cattle based on an industrialized approach
to ensure the consistency, quality and conversion ratio of
our breeds. Our commercial farming operations involve
feedlotting or growing out of our commercial broiler chicken,
swine and cattle which are then typically sold to third parties.
POULTRY
One of the two largest poultry and poultry feed
manufacturers in Indonesia, with over 40 years of
experience in poultry production1, and produce
approximately 1.5 million DOCs per day
Operate over 70 breeding farms and over 30 hatcheries
to produce DOCs, primarily in Indonesia, as well as in
Vietnam, Myanmar and India, and sold almost 600 million
DOCs across our markets in 2013
25% market share in Indonesia in 2013 by production
capacity of DOCs, and 22% by volume of animal feed
(excluding aquafeed) sold which is 16.4 percentage points
higher than the next producer1
Source most of our grand-parent stock for chicken from
Aviagen, one of the worlds leading poultry genetics
companies, and our industrialized approach results in
premium quality DOCs and feed conversion ratios that are
among the highest in the industry in Indonesia
BEEF
One of the largest beef cattle feedlot operators in Indonesia
Breed, fatten and process beef cattle in Serang, West Java,
Indonesia, where our four feedlots have a total production
capacity of 165,000 heads of cattle per year
Beef business in Indonesia is fully integrated with our
cattle breeding operations in Northern Territory, Australia
which have a carrying capacity of 45,000 heads of cattle
and a production capacity of approximately 12,000 heads
of cattle per year that are sent to our feedlots in Indonesia
for fattening and processing
Developing a 30,000 head feedlot in Shandong province, China
SWINE
Swine breeding and distribution operations in Vietnam,
where we sold approximately 72,700 piglets in 2013
Entered into a joint venture in 2012 with Hypor, one of the
worlds leading suppliers of swine genetics, which enables
us to operate great-grand-parent farms
Produces swine feed, including piglet feed in all five
feedmills in Vietnam with total production capacity of
approximately 245,000 tons of feed per annum, as at
December 31, 2013
AQUACULTURE
Aquaculture operations are managed by our subsidiary,
which is a leading producer of aqua-feed in Indonesia with
minor interest in fish and shrimp ponds
Operate five aqua-feed feedmills and intend to commence
operations at one additional feedmill by the end of 2015,
to meet the growing demand for our feed products
Produce small amounts of fish and shrimp in Indonesia
OUR BUSINESS
CONSUMER FOOD
We use the milk and animal protein products that we
produce in-house as raw materials for our own downstream
consumer food segment.
We can trace the quality of the ingredients in our food
products through the production chain, which provides a
high degree of confidence in the quality and reliability of
our products.
We make ambient-temperature and chilled/frozen food
products from chicken, beef and seafood for the Indonesia
SO GOOD BRAND WON THE TOP

BRAND AWARD FROM 2008 TO 2013
AND SO NICE WON THE TOP BRAND
AWARD FROM 2010 TO 20131
1 Awarded by Marketing magazine and Frontier research in Indonesia
and Vietnam markets. Our So Good (for chicken nuggets,

beef/chicken/fish/shrimp balls), So Good Sozzis (shelf stable
sausages) and So Nice (shelf stable sausages) brands are
leading brands in Indonesia for premium processed meats2.
In Indonesia, our consumer food segment has the secondlargest market share in frozen consumer food and the thirdlargest market share in ambient temperature food.
We also manufacture and market small-pack UHT liquid milk
under the Real Good brand in Indonesia, as well as branded
shelf-stable sausages under the So Yumm brand in Vietnam.
OUR PRODUCTS
Brand
Industry Category
Products
So Good and So Good Sozzis
Branded Chilled/Frozen and

Ambient Temperature
Chicken nuggets, beef/chicken/fish/

shrimp balls, shelf stable sausages
So Nice
Branded Chilled/Frozen and

Ambient Temperature
Chicken nuggets, beef/chicken/fish/

shrimp balls, shelf stable sausages
So Fresh
Chilled
Dressed and cut-up chicken, fresh

beef/meat balls
VIETNAM
INDONESIA
4 meat processing plants
Capacity of 6,462 tons per month
1 UHT milk processing plant

Capacity of 3,500 tons per month
6 poultry slaughterhouses
Capacity of 47.6 million birds per year
Distribution network
5 regional sales branches, 32 regional sales
depots and direct distribution coverage
of over 50,000 regular customers
1 meat processing plant

producing ambient temperature
sausage products
Capacity of 6,652 tons per year
OUR STRENGTHS
Industrialized approach to agri-food production and
vertical integration
Large-scale standardized approach to our operations
creates efficiencies and facilitates replication, use of
superior breeds, and a sophisticated approach to
animal husbandry, animal health and nutrition, including
a strong focus on bio-security
Advantages of industrialized approach compared to
traditional farming include economies of scale and cost
savings, resources and technology to develop management
and operation expertise, consistently high-quality animal
protein products, and cost effective market expansion
Advantages of vertically-integrated business include
opportunities to capture value and diversify our business,
greater food security and traceability, and better ability to
target our market entry point
Operations in five large, high-growth emerging Asian
markets where protein consumption is low and expected
to increase
Growing affluence of our target middle- and lowerincome consumer groups who are focused on food
quality and willing to pay higher prices for trusted brands
Positive correlation between a countrys economic
development and the consumption of protein foods1
Chicken meat consumption in Indonesia is projected to
increase by 14.9% per year over the next two years and
dairy consumption in China is projected to increase by
5.7% per year from 2013 20181
Leading market positions across multiple protein segments
Focus on developing operational and technical expertise
to create leading market positions, and replicate our
successes in other markets and classes of proteins
Focus on protein segments where there are significant
opportunities:
- Chicken is an affordable and halal source of protein
for middle- and lower-income consumers in Asian
emerging markets
- Demand for raw milk in China is outpacing
Feedmill
production, and structural supply shortage is

expected to continue until 20181
- Swine is the largest protein segment in Asian
emerging economies such as Vietnam
- Beef consumption increases with rising wealth,
particularly in Indonesia and China
Established, leading premium dairy business in China
and Indonesia, which is poised for substantial growth
Our success factors include the scale, design
and location of our farms, and our advanced and
industrialized farm management practices and highyielding livestock
Our success is reflected by our milk quality, premium
pricing, milk yields and strong customer relationships
Leading downstream consumer food brands, which we
expect to be a key driver for future growth
Leveraged the high quality of the raw material we
produce to establish leading and reputable downstream
consumer food brands
Increased consumption of processed meat in Indonesia
due to increasing income levels and changing lifestyles
Our experience in managing, marketing and distributing
downstream brands in Indonesia will support our
expansion into downstream dairy business in China
Built a strong reputation for quality and reliability
1 According to Frost & Sullivans Industry Report set out in Appendix F Independent
Market Research on Selected Food Markets in Indonesia, China, India, Vietnam,
and Myanmar
WE HAVE A
VERTICALLY INTEGRATED
BUSINESS MODEL
COVERING THE ENTIRE VALUE CHAIN
FOR MANY OF OUR PROTEIN PRODUCTS
O U R S T R AT E G Y
Expand our dairy business in China through the continued
replication of our successful business model
Intend to build another five-farm hub with an aggregate
holding capacity of 60,000 cattle in Inner Mongolia, which will
replicate our current farm designs and operating systems
Intend to begin construction on the first farm of this new
hub before the end of 2014 and to complete the second
five-farm hub in 2018
Expect the second hub to increase our total herd size in China
to approximately 120,000 heads of cattle by the end of 2018
Capitalise on the current supply deficit for premium milk in
China and enlarge our footprint as a leading premium milk
producer in Asia
Continue to grow and enhance the profitability of our core
poultry business in Indonesia
A profitable, growing and cash-flow generative business
segment which gives us a strong foundation
Plan to increase our feed capacity, our DOC production
and the reach of our downstream consumer brands
Plan to build breeding farms and expand our production
of DOCs from almost 600 million in 2013 by at least 30%
in the next two years, as well as expand our feed capacity
and production in tandem
Plan to increase the capacity of our existing slaughterhouses
and build additional slaughterhouses
Expand our animal protein business in our target markets

Intend to replicate our industrialized approach to farming
to create a market-leading position for swine in Vietnam
and to expand poultry operations in Myanmar
Intend to draw upon synergies with the expansion of our
dairy business in China to grow our beef operations
Consider acquiring existing businesses across our various
business lines and geographic markets, on a case-bycase basis
Further invest into our high-growth consumer food brands
Continue to invest over the medium- to long-term into our
consumer food business, both for ambient temperature
products and chilled or frozen products
Seek to expand the reputation and market reach of our
consumer food brands, including Real Good for massmarket UHT milk and So Good, So Nice and Best Chicken
for processed meats
Intend to increase our manufacturing and processing
capacity in Indonesia and Vietnam, and to expand our
distribution capabilities in Indonesia, Vietnam and Myanmar
I P O T I M E TA B L E
August 8, 2014, 9.00 a.m.
Opening date and time of the

Singapore Public Offer
Closing date and time of the
Singapore Public Offer
Commencement of trading on
the SGX-ST
August 13, 2014, 12.00 p.m.

August 15, 2014, 9.00 a.m.
FINANCIAL HIGHLIGHTS
REVENUE (US$ in millions)
EBITDA AND EBITDA MARGIN

EBITDA (US$ in millions)
2,697.3
EBITDA MARGIN (%)
2,321.8
9%
2,029.8
10%
241.2
10%
11%
7%
258.6
175.1
675.8
2011
2012
2013
FOR THE YEAR ENDED DECEMBER 31
2013
690.1
2014
FOR THE THREE MONTHS

ENDED MARCH 31
PROFIT, NET OF TAX AND PROFIT ATTRIBUTABLE TO

JAPFA LTD.1
73.1
2011
2012
PROFIT MARGIN (%)
TOTAL ASSETS (US$ in millions)
PROFIT ATTRIBUTABLE TO JAPFA LTD. (US$ in millions)
PROFIT MARGIN (%)
TOTAL EQUITY (US$ in milions)
2%
5%
2%
3%
2%
4%
3%
3%
2%
1,963.6
1,220.4
81.4
79.5
53.3
41.8
25.4
2011
2,108.5
1,701.2
110.4
44.5
2013
2012
2013
17.8
2013
22.0
599.9
496.2
696.9
763.9
13.6
2014

ENDED MARCH 31
2011
2012
AS AT DECEMBER 31
2014

ENDED MARCH 31
TOTAL ASSETS AND TOTAL EQUITY
PROFIT, NET OF TAX (US$ in millions)
4%
2013
50.5
2013
2014
AS AT MARCH 31
1 Profit, Net of Tax is after accounting for US$30.1 million of foreign exchange losses in 2013, arising mainly from the depreciation of the Indonesian Rupiah in 2013.
Profit Attributable to Japfa Ltd. was similarly affected.
TABLE OF CONTENTS
Page
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUMMARY OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INDICATIVE TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUMMARY COMBINED FINANCIAL INFORMATION AND OTHER INFORMATION. . . . . . . . . . . . . . .
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CAPITALIZATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXCHANGE RATES AND EXCHANGE CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SELECTED COMBINED FINANCIAL INFORMATION AND OTHER INFORMATION . . . . . . . . . . . . . .
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CORPORATE STRUCTURE AND OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MANAGEMENT AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MATERIAL INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
JAPFA LTD. SHARE-BASED INCENTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SHARE CAPITAL AND SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INTERESTED PERSON TRANSACTIONS AND CONFLICTS OF INTERESTS . . . . . . . . . . . . . . . . . . . .
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL
STATEMENTS FOR THE REPORTING YEARS ENDED DECEMBER 31, 2011, 2012 AND
2013 OF JAPFA LTD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX B INDEPENDENT AUDITORS REPORT ON THE UNAUDITED INTERIM
COMBINED FINANCIAL STATEMENTS FOR THE REPORTING PERIOD ENDED
MARCH 31, 2014 OF JAPFA LTD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX C REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX D OUR SUBSIDIARIES AND ASSOCIATED COMPANIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX E DESCRIPTION OF OUR SHARES AND SUMMARY OF SELECTED ARTICLES
OF ASSOCIATION OF OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX F INDEPENDENT MARKET RESEARCH ON SELECTED FOOD MARKETS IN
INDONESIA, CHINA, INDIA, VIETNAM AND MYANMAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX G LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS . . . . . . . . . . . . . . . . . . . . .
APPENDIX H RULES OF THE AUSTASIA SUBSIDIARIES EMPLOYEE SHARE OPTION
SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX I RULES OF THE JAPFA PERFORMANCE SHARE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX J MATERIAL PROPERTIES AND FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX K MATERIAL LICENSES AND PERMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX L MATERIAL INTELLECTUAL PROPERTY RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX M DEFINITIONS AND ABBREVIATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX N TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION FOR AND
ACCEPTANCE OF THE OFFERING SHARES IN SINGAPORE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
x
1
13
17
19
23
53
55
56
57
58
62
66
100
108
157
173
181
190
196
209
212
230
231
233
234
235
236
A-1
B-1
C-1
D-1
E-1
F-1
G-1
H-1
I-1
J-1
K-1
L-1
M-1
N-1
NOTICE TO INVESTORS
No person is authorized to give any information or to make any representation not contained
in this Prospectus, and any information or representation not contained in this Prospectus
must not be relied upon as having been authorized by or on behalf of us, any of the Joint
Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters. Neither the
delivery of this Prospectus nor any offer, sale or transfer made hereunder shall under any
circumstances imply that the information herein is correct as of any date subsequent to the
date hereof or constitute a representation that there has been no change or development
reasonably likely to involve a material adverse change in the affairs, conditions and prospects
of our Group since the date hereof. Where such changes occur and are material or required
to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or
agency, we will make an announcement of the same to the SGX-ST and, if required, we will
issue and lodge an amendment to this Prospectus or a supplementary document or
replacement document pursuant to Section 240 or, as the case may be, Section 241 of the
Securities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act)
and take immediate steps to comply with these sections. Investors should take notice of such
announcements and documents and upon release of such announcements or documents
shall be deemed to have notice of such changes. Unless required by applicable laws
(including the Securities and Futures Act), no representation, warranty or covenant, express
or implied, is made by us, the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters or any of our or their respective affiliates, directors, officers,
employees, agents, representatives or advisers as to the accuracy or completeness of the
information contained herein, and nothing contained in this Prospectus is, or shall be relied
upon as, a promise, representation or covenant by us, the Joint Global Coordinators, Joint
Issue Managers, Joint Bookrunners and Underwriters or our or their respective affiliates,
directors, officers, employees, agents, representatives or advisers. For the avoidance of
doubt, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank
International), Singapore Branch, acting in its capacity as Co-Lead Manager, is not an issue
manager or underwriter for the purposes of the Securities and Futures Act.
None of us or the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and
Underwriters or any of our or their respective affiliates, directors, officers, employees, agents,
representatives or advisers is making any representation or undertaking to any investor in our
Shares regarding the legality of an investment by such investor under applicable investment
or similar laws. In addition, investors in our Shares should not construe the contents of this
Prospectus or its appendices as legal, business, financial or tax advice. Investors should be
aware that they may be required to bear the financial risks of an investment in our Shares for
an indefinite period of time. Investors should consult their own professional advisers as to the
legal, tax, business, financial and related aspects of an investment in our Shares.
By applying for the Offering Shares on the terms and subject to the conditions in this
Prospectus, each investor in the Offering Shares represents and warrants that, except as
otherwise disclosed to the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters in writing or in respect of the Reserved Shares, he is not (i) a
Director or substantial shareholder of the Company, (ii) an associate of any of the persons
mentioned in (i), or (iii) a connected client of any of the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters or lead broker or distributor of the Offering
Shares.
We are subject to the provisions of the Securities and Futures Act and the Listing Manual of
the SGX-ST (the Listing Manual) regarding the contents of this Prospectus. In particular, if,
after this Prospectus is registered but before the close of the Offering, we become aware of:
(a)
a false or misleading statement in this Prospectus;
ii
(b)
an omission from this Prospectus of any information that should have been included in
it under Section 243 of the Securities and Futures Act; or
(c)
a new circumstance that has arisen since this Prospectus was lodged with the
Authority which would have been required by Section 243 of the Securities and
Futures Act to be included in this Prospectus if it had arisen before this Prospectus
was lodged,
that is materially adverse from the point of view of an investor, we may lodge a supplementary
or replacement document with the Authority pursuant to Section 241 of the Securities and
Futures Act.
Where applications have been made under this Prospectus to subscribe for and/or purchase
the Offering Shares prior to the lodgment of the supplementary or replacement document and
the Offering Shares have not been issued and/or transferred to the applicants, we shall either:
(a)
within seven days from the date of lodgment of the supplementary or replacement
document, provide the applicants with a copy of the supplementary or replacement
document, as the case may be, and provide the applicants with an option to withdraw
their applications; or
(b)
treat the applications as withdrawn and cancelled and return all monies paid, without
interest or any share of revenue or other benefit arising therefrom and at the
applicants own risk, in respect of any applications received, within seven days from
the date of lodgment of the supplementary or replacement document, and the
applicants will not have any claim against us or the Joint Global Coordinators, Joint
Issue Managers, Joint Bookrunners and Underwriters.
Where applications have been made under this Prospectus to subscribe for and/or purchase
the Offering Shares prior to the lodgment of the supplementary or replacement document and
the Offering Shares have been issued and/or transferred to the applicants, we shall, subject
to compliance with Singapore law, either:
(a)
within seven days from the date of lodgment of the supplementary or replacement
document, provide the applicants with a copy of the supplementary or replacement
document, as the case may be, and provide the applicants with an option to return, to
us those Offering Shares that the applicants do not wish to retain title in; or
(b)
treat the issue and/or sale of the Offering Shares as void and return all monies paid,
without interest or any share of revenue or other benefit arising therefrom, in respect of
any applications received, within seven days from the date of lodgment of the
supplementary or replacement document, and the applicants will not have any claim
against us or the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners
and Underwriters.
Any applicant who wishes to exercise his option to withdraw his application or return the
Offering Shares issued and/or sold to him shall, within 14 days from the date of lodgment of
the supplementary or replacement document, notify us whereupon we shall, within seven
days from the receipt of such notification, return the application monies without interest or any
share of revenue or other benefit arising therefrom and at the applicants own risk.
Under the Securities and Futures Act, the Authority may in certain circumstances issue a stop
order (the Stop Order) to us, directing that no or no further Offering Shares be allotted,
issued or sold. Such circumstances will include a situation where this Prospectus (i) contains
a statement which, in the opinion of the Authority, is false or misleading, (ii) omits any
information that is required to be included in accordance with the Securities and Futures Act
or (iii) does not, in the opinion of the Authority, comply with the requirements of the Securities
and Futures Act.
iii
Where the Authority issues a Stop Order pursuant to Section 242 of the Securities and
Futures Act and, subject to compliance with Singapore law:
(a)
in the case where the Offering Shares have not been issued and/or transferred to the
applicants, the applications for the Offering Shares pursuant to the Offering shall be
deemed to have been withdrawn and cancelled and we shall, within 14 days from the
date of the Stop Order, pay to the applicants all monies the applicants have paid on
account of their applications for the Offering Shares; or
(b)
in the case where the Offering Shares have been issued and/or transferred to the
applicants, the issue and/or sale of the Offering Shares shall be deemed void and we
shall, within 14 days from the date of the Stop Order, pay to the applicants all monies
paid by them for the Offering Shares.
Where monies paid in respect of applications received or accepted are to be returned to the
applicants, such monies will be returned at the applicants own risk, without interest or any
share of revenue or other benefit arising therefrom, and the applicants will not have any claim
against us or the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and
Underwriters.
The distribution of this Prospectus and the offering, purchase, sale or transfer of our Shares in
certain jurisdictions may be restricted by law. We and the Joint Global Coordinators, Joint
Issue Managers, Joint Bookrunners and Underwriters require persons into whose possession
this Prospectus comes to inform themselves about and to observe any such restrictions at
their own expense and without liability to us or the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters. This Prospectus does not constitute an offer
of, or an invitation to purchase, any of our Shares in any jurisdiction in which such offer or
invitation would be unlawful. Persons to whom a copy of this Prospectus has been issued
shall not circulate to any other person, reproduce or otherwise distribute this Prospectus or
any information herein for any purpose whatsoever nor permit or cause the same to occur.
We are entitled to withdraw the Offering at any time before closing, subject to compliance with
certain conditions set out in the Placement Agreement and the Offer Agreement (both as
defined in Plan of Distribution) relating to the Offering. We are making the Offering subject to
the terms described in this Prospectus, the Placement Agreement and the Offer Agreement
relating to the Offering Shares.
The Offering Shares have not been and will not be registered under the Securities Act and,
subject to certain exceptions, may not be offered or sold within the United States. There will
be no public offering of the Offering Shares in the United States. The Offering Shares have
not been approved or disapproved by the United States Securities and Exchange
Commission (the SEC) or any state or foreign securities commission or regulatory authority.
The foregoing authorities have not confirmed the accuracy or determined the adequacy of this
Prospectus. Any representation to the contrary is a criminal offense in the United States.
The Offering Shares are subject to restrictions on transferability and resale and may not be
offered, transferred or resold in the United States (as defined in Regulation S), except as
permitted under the Securities Act and applicable state securities laws pursuant to registration
or an exemption from, or a transaction not subject to, registration under the Securities Act and
in accordance with the restrictions under Transfer Restrictions. You should be aware that
you may be required to bear the risks of an investment in our Shares for an indefinite period
of time. Because of these restrictions, purchasers of the Offering Shares are advised to
consult legal counsel prior to making any offer, resale, pledge or other transfer of the Offering
Shares. See Transfer Restrictions for more information on these restrictions.
In connection with the Offering, we have granted the Stabilizing Manager an Over-allotment
Option to purchase up to an aggregate of 37,200,000 Additional Shares (representing 15.0
per cent. of the total Offering Shares) at the Offering Price, exercisable in whole or in part by
the Stabilizing Manager, on its own behalf and on behalf of the Joint Global Coordinators,
iv
Joint Issue Managers, Joint Bookrunners and Underwriters, on one or more occasions, from
the commencement of the Listing Date on the SGX-ST until the earlier of (i) the date falling
30 days from the Listing Date, and (ii) the date when the Stabilizing Manager or its appointed
agent has bought on the SGX-ST an aggregate of 37,200,000 Shares, representing 15.0 per
cent. of the total Offering Shares, to undertake stabilizing actions, solely to cover the overallotment of the Offering Shares, if any.
In connection with the Offering, the Stabilizing Manager or its appointed agent may over-allot
Shares or effect transactions that stabilize or maintain the market price of our Shares at levels
that might not otherwise prevail in the open market. These transactions may be effected on
the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in
compliance with all applicable laws and regulations, including the Securities and Futures Act
and any regulations thereunder. However, we cannot assure you that the Stabilizing Manager
or its appointed agent will undertake any stabilization action. These transactions may
commence on or after the commencement of trading of the Shares on the SGX-ST and, if
commenced, may be discontinued at any time and may not be effected after the earlier of
(i) the date falling 30 days from the Listing Date, and (ii) the date when the Stabilizing
Manager or its appointed agent has bought on the SGX-ST an aggregate of 37,200,000
Shares, representing 15.0 per cent. of the total Offering Shares, to undertake stabilizing
actions, solely to cover the over-allotment of the Offering Shares, if any.
FORWARD-LOOKING STATEMENTS
Certain statements in this Prospectus constitute forward-looking statements. All statements
other than statements of historical fact included in this Prospectus, including those regarding
our financial position and results, business strategies, plans and objectives of management
for future operations (including development plans and dividends), are forward-looking
statements. These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance or
achievements, or industry results, to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. These
forward-looking statements are based on numerous assumptions regarding our present and
future business strategies and the environment in which we will operate in the future.
Forward-looking statements involve inherent risks and uncertainties. The forward-looking
statements included in this Prospectus reflect our current views with respect to future events
and are not a guarantee of future performance. A number of important factors could cause
actual results or outcomes to differ materially from those expressed in any forward-looking
statement. These include, but are not limited to:
outbreaks of livestock diseases;
operational breakdowns or stoppages at any of our farms or facilities;
fluctuations in currency exchange rates;
breakdowns in our supplies, particularly of genetics;
changes in the anticipated demand and selling prices for our products;
changes in political, economic and social conditions and the regulatory environment in
the countries in which we conduct business, particularly in Indonesia and China;
adverse general global, regional and local economic conditions;
our ability to be and remain competitive;
our financial condition, business strategy, budgets and projected financial and operating
data;
v
defects in the title or leasehold rights over our land;
generation of future receivables;
environmental compliance and remediation; and
other matters not yet known to us.
Additional factors that could cause our actual results, performance or achievements to differ
materially include, but are not limited to, those discussed under Risk Factors, Dividends,
Managements Discussion and Analysis of Financial Condition and Results of Operations,
Business and Appendix FIndependent Market Research on Selected Food Markets in
Indonesia, China, India, Vietnam and Myanmar. These forward-looking statements speak
only as of the date of this Prospectus. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We do not intend to update any of the forward-looking
statements after the date of this Prospectus to conform those statements to actual results,
subject to compliance with all applicable laws including the Securities and Futures Act and/or
rules of the SGX-ST.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a limited liability company incorporated in Singapore. Most of our directors and
executive officers reside in Singapore. Substantially all of our assets are located in Indonesia,
China and Vietnam and substantially all of the assets of our Indonesian-citizen directors and
executive officers are located in Indonesia. As a result, it may be difficult for investors to effect
service of process upon us or such persons in relation to court proceedings outside
Singapore, Indonesia, China or Vietnam or to enforce against us any court judgments
obtained in such court proceedings.
PRESENTATION OF FINANCIAL AND STATISTICAL INFORMATION
This Prospectus contains our audited combined financial statements as of and for the years
ended December 31, 2011, 2012 and 2013 and our unaudited interim combined financial
statements as of and for the three months ended March 31, 2013 and 2014. Our audited
combined financial statements and unaudited interim combined financial statements have
been prepared in accordance with Singapore Financial Reporting Standards (FRS). FRS
differs in certain respects from generally accepted accounting principles in certain other
countries, including the United States.
Certain numerical figures set out in this Prospectus, including financial data presented in
millions or thousands and percentages, have been subjected to rounding adjustments, and,
as a result, the totals of the data in this Prospectus may vary slightly from the actual
arithmetic totals of such information. Percentages and amounts reflecting changes over time
periods relating to financial and other data set forth in Managements Discussion and
Analysis of Financial Condition and Results of Operations have been calculated using the
numerical data in our combined financial statements or the tabular presentation of other data
(subject to rounding) contained in this Prospectus, as applicable, and not using the numerical
data in the narrative description thereof.
NON-GAAP FINANCIAL MEASURES
We define EBITDA as profit before tax from continuing operations for the year/period before
interest, fair value changes in biological assets, foreign exchange adjustments, changes in
fair value of marketable securities, and depreciation and amortization (EBITDA). EBITDA
and profit from continuing operations excluding increases in fair value of biological assets, net
of tax presented in this Prospectus are supplemental measures of our performance and
liquidity that are not required by or presented in accordance with FRS. EBITDA and profit
vi
from continuing operations excluding increases in fair value of biological assets, net of tax are
not measurements of financial performance or liquidity under FRS and should not be
considered as alternatives to net income, operating income or any other performance
measures derived in accordance with FRS or as an alternative to cash flow from operating
activities as a measure of liquidity. In addition, EBITDA and profit from continuing operations
excluding increases in fair value of biological assets, net of tax are not standardized terms,
hence a direct comparison between companies using such terms may not be possible.
We believe that EBITDA facilitates comparisons of operating performance from period to
period and company to company by eliminating potential differences caused by variations in
capital structures (affecting interest expense and finance charges), tax positions (such as the
impact on periods or companies of changes in effective tax rates or net operating losses), the
age and accumulated depreciation and amortization of assets (affecting relative depreciation
and amortization of expense), variations in fair value of biological assets, and foreign
exchange gains or losses. EBITDA has been presented because we believe that it is
frequently used by securities analysts, investors and other interested parties in evaluating
similar companies, many of whom present such non-GAAP financial measures when
reporting their results. Nevertheless, EBITDA has limitations as an analytical tool, and you
should not consider it in isolation from, or as a substitute for analysis of, our financial
condition or results of operations, as reported under FRS. Because of these limitations,
EBITDA should not be considered as a measure of discretionary cash available to invest in
the growth of our business.
We believe that the inclusion of profit from continuing operations excluding increases in fair
value of biological assets, net of tax as profit is useful to investors because it provides a
means of evaluating our Groups operating performance and results from period to period on
a comparable basis not otherwise apparent when the impact of the changes in fair value of
biological assets under FRS 41 is included. Profit from continuing operations excluding
increases in fair value of biological assets, net of tax is not a standard measure under FRS
and has limitations as an analytical tool, and it should not be considered in isolation from, or
as a substitute for analysis of, our financial condition or results of operations, as reported
under FRS.
MARKET AND INDUSTRY INFORMATION
Market data used in this Prospectus under the captions Summary, Risk Factors,
Managements Discussion and Analysis of Financial Condition and Results of Operations,
and Business has been extracted from official and industry sources and other sources we
believe to be reliable. Sources of these data, statistics and information include
Frost & Sullivan (S) Pte Ltd (the Industry Consultant).
We commissioned the Industry Consultant to prepare the market assessment of the agri-food
industry in Indonesia, China, India, Vietnam and Myanmar included in this Prospectus.
The Industry Consultant is an independent company that carries out business research for the
agri-food industry from time to time. The Industry Consultant (and any of its directors, officers,
employees or affiliates) may, to the extent permitted by law, own or have a position in the
securities of (or options, warrants or rights with respect to, or interest in, the shares or other
securities of) the Company.
The Industry Consultant is aware of, and has consented to, the inclusion of its name and
report in this Prospectus. The data, statistics and information under the captions Summary,
Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of
Operations, and Business have been accurately reproduced, and as far as we are aware
and are able to ascertain from information published or provided by the Industry Consultant,
no facts have been omitted that would render the reproduced information, data and statistics
inaccurate or misleading. Reports and industry publications generally state that the
vii
information that they contain has been obtained from sources believed to be reliable, but that
the accuracy and completeness of that information is not guaranteed. Although we believe the
information that the Industry Consultant supplied is reliable, we and the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters and our and their
affiliates and advisors, have not independently verified, and make no representation
regarding, the accuracy and completeness of this information. Similarly, internal surveys,
industry forecasts and market research, which we believe to be reliable, have not been
independently verified, and none of the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters or the Company makes any representation as to the accuracy
or completeness of this information.
CERTAIN DEFINED TERMS AND CONVENTIONS
In this Prospectus, references to the Company are to Japfa Ltd. and, unless the context
otherwise requires, the terms we, us, our and this Group refer to Japfa Ltd. and its
subsidiaries taken as a whole. Words importing the singular shall, where applicable, include
the plural and vice versa, and words importing the masculine gender shall, where applicable,
include the feminine and neuter genders. References to persons shall include corporations.
In this Prospectus, references to S$, Singapore dollars or Singapore cent are to the
lawful currency of the Republic of Singapore, references to US$ or US dollar are to the
lawful currency of the United States of America, references to Rupiah, IDR or Rp are to
the lawful currency of Indonesia, references to RMB are to the lawful currency of the
Peoples Republic of China, references to Vietnam Dong or VND are to the lawful
currency of Vietnam, references to Rupees or INR are to the lawful currency of India,
references to AUD are to the lawful currency of Australia, and references to Kyat or
Burmese Kyat are to the lawful currency of Myanmar.
References to the Latest Practicable Date in this Prospectus are to July 15, 2014, which is
the latest practicable date prior to the lodgment of this Prospectus with the Authority.
Unless otherwise indicated, US dollar amounts in this Prospectus have been translated into
Singapore dollars based on the exchange rate of S$1.2437 : US$1.00, IDR amounts in this
Prospectus have been translated into US dollar amounts based on the exchange rate of
US$1.00 : IDR11,736.00, IDR amounts in this Prospectus have been translated into
Singapore dollars based on the exchange rate of S$1.00 : IDR9,447.33, and INR amounts in
this Prospectus have been translated into US dollar amounts based on the exchange rate of
US$1.00 : INR60.135, each as quoted by Bloomberg L.P. on the Latest Practicable Date.
Bloomberg L.P. has not provided its consent, for purposes of Section 249 of the Securities
and Futures Act, to the inclusion of the exchange rates quoted above and in Exchange Rates
and Exchange Controls in this Prospectus and is thereby not liable for such information
under Sections 253 and 254 of the Securities and Futures Act. While we and the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters have taken
reasonable actions to ensure that the above exchange rates have been reproduced in their
proper form and context, neither we nor the Joint Global Coordinators, Joint Issue Managers,
Joint Bookrunners and Underwriters nor any other party has conducted an independent
review of the information or verified the accuracy of the contents of the relevant information.
These translations should not be construed as representations that US dollar amounts, IDR or
INR amounts (as the case may be) have been, would have been or could be converted into
Singapore dollars or that Singapore dollar amounts have been, would have been or could be
converted into US dollars or IDR at those rates or any other rate or at all. See Exchange
Rates and Exchange Controls for certain historical information on the exchange rate between
US dollars and Singapore dollars.
Any discrepancies in the tables included herein between the listed amounts and totals thereof
are due to rounding.
viii
The information on our websites or any website directly or indirectly linked to such websites or
the websites of any of our related corporations or other entities in which we may have an
interest is not incorporated by reference into this Prospectus and should not be relied on.
References to our management and Directors are to the management and Directors of our
Company; references to our Memorandum and Articles of Association are to the
Memorandum of Association and Articles of Association of our Company; and references to
our share capital in Share Capital and Shareholders and elsewhere are to the share capital
of our Company.
In addition, unless we indicate otherwise, all information in this Prospectus assumes that
(i) the Stabilizing Manager has not exercised the Over-allotment Option and (ii) no Offering
Shares have been re-allocated between the International Offer and the Singapore Public
Offer.
The terms Depositor, Depository Agent and Depository Register shall have the
meanings ascribed to them respectively in Section 130A of the Companies Act, Chapter 50 of
Singapore (the Singapore Companies Act).
Any reference in this Prospectus and the Application Forms to Shares being allotted to an
applicant includes allotment to CDP for the account of that applicant.
Certain Indonesian, Chinese, Vietnamese, Indian and Myanmar names and characters, such
as those of entities, properties, cities, governmental and regulatory authorities, laws and
regulations and notices, have been translated into English or from English names and
characters, solely for your convenience, and such translations should not be construed as
representations that the English names actually represent Indonesian, Chinese, Vietnamese,
Indian and Myanmar names and characters or (as the case may be) that the Indonesian,
Chinese, Vietnamese, Indian and Myanmar names actually represent the English names and
characters.
Any reference to dates or times of day in this Prospectus, including Appendix NTerms,
Conditions and Procedures for Application for and Acceptance of the Offering Shares in
Singapore, the Application Forms and, in relation to the Electronic Applications, the
instructions appearing on the screens of the ATMs or the relevant pages of the internet
banking websites of the relevant Participating Banks, are to Singapore dates and times
unless otherwise stated. Any reference in this Prospectus, Appendix NTerms, Conditions
and Procedures for Application for and Acceptance of the Offering Shares in Singapore, the
Application Forms and, in relation to the Electronic Applications, the instructions appearing on
the screens of the ATMs or the relevant pages of the internet banking websites of the relevant
Participating Banks, to any statute or enactment is to that statute or enactment as amended
or re-enacted. Any word defined in the Securities and Futures Act, the Singapore Companies
Act, or any statutory modification thereof and used in this Prospectus and the Application
Forms shall have the meaning ascribed to it under the Securities and Futures Act, the
Singapore Companies Act or any statutory modification thereof, as the case may be, unless
otherwise indicated.
Unless otherwise defined, terms used in this Prospectus shall have the meanings set forth in
Appendix MDefinitions and Abbreviations.
ix
CORPORATE INFORMATION
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goh Geok Khim (Non-Executive Independent Chairman)

Handojo Santosa @ Kang Kiem Han (Executive Deputy Chairman)
Hendrick Kolonas (Non-Executive Director)
Tan Yong Nang (Executive Director and Chief Executive Officer)
Kevin Monteiro (Executive Director and Chief Financial Officer)
Ng Quek Peng (Independent Director)
Lien Siaou-Sze (Independent Director)
Liu Chee Ming (Independent Director)
Joint Company Secretaries . . . . . .
Christina Chua Sook Ping (LLB (Hons))

Cheng Sai Hong (ACIS)
Company Registration
Number . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Registered Office and Principal
Place of Business. . . . . . . . . . . . . . . . .
Joint Global Coordinators, Joint

Issue Managers, Joint
Bookrunners and
Underwriters . . . . . . . . . . . . . . . . . . . . . .
200819599W
391B Orchard Road #18-08
Ngee Ann City, Tower B
Singapore 238874
Credit Suisse (Singapore) Limited

One Raffles Link #03-01
South Lobby
Singapore 039393
DBS Bank Ltd.
12 Marina Boulevard
Marina Bay Financial Centre Tower 3
Singapore 018982
Co-Lead Manager . . . . . . . . . . . . . . . .
Coperatieve Centrale Raiffeisen-Boerenleenbank

B.A. (trading as Rabobank International),
Singapore Branch
77 Robinson Road #08-00
Singapore 068896
Stabilizing Manager . . . . . . . . . . . . . .

South Lobby
Singapore 039393
Legal Adviser to our Company

as to Singapore Law . . . . . . . . . . . . .
Legal Adviser to the Joint Global

Coordinators, Joint Issue
Managers, Joint Bookrunners
and Underwriters as to
Singapore Law, U.S. Federal
Securities Law and New York
Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rajah & Tann LLP

9 Battery Road #25-01
Straits Trading Building
Singapore 049910
Clifford Chance Pte Ltd

12 Marina Boulevard, 25th Floor
Singapore 018982
x

as to Indonesian Law . . . . . . . . . . . . .

as to PRC Law . . . . . . . . . . . . . . . . . . . .

as to Vietnamese Law . . . . . . . . . . . .
Assegaf Hamzah & Partners

Menara Rajawali 16th Floor
Jl. DR. Ide Anak Agung Gde Agung Lot #5.1
Jawasan Mega Kuningan
Jakarta 12950
Indonesia
Global Law Office

15/F Tower 1 China Central Place
No. 81 Jianguo Road
Chaoyang District
Beijing
China
Vietnam International Law Firm (VILAF), Hanoi Branch

Suite 603, HCO Building
44B Ly Thuong Kiet Street
Hanoi
Vietnam
Independent Auditors . . . . . . . . . . . .
RSM Chio Lim LLP

8 Wilkie Road #03-08
Wilkie Edge
Singapore 228095
Partner-in-charge: Peter Jacob
(Chartered Accountant of Singapore)
Receiving Bank . . . . . . . . . . . . . . . . . . .
DBS Bank Ltd.

12 Marina Boulevard
Marina Bay Financial Tower 3
Singapore 018982
Principal Bankers . . . . . . . . . . . . . . . . .
Credit Suisse AG, Singapore Branch

South Lobby
Singapore 039393
DBS Bank Ltd.
12 Marina Boulevard
Singapore 018982
Coperatieve Centrale Raiffeisen-Boerenleenbank
B.A. (trading as Rabobank International),
Singapore Branch
77 Robinson Road #08-00
Singapore 068896
PT Bank Central Asia Tbk
Menara BCA
Jl. MH Thamrin No. 1
Jakarta 10310
Indonesia
PT Bank Mandiri (Persero) Tbk
Jl. Jenderal Gatot Subroto Kav. 36-38
Jakarta 12190
Indonesia
xi
PT Bank Rakyat Indonesia (Persero) Tbk

Kantor Pusat
Gedung BRI 1
Jl. Jenderal Sudirman Kav.44-46
Jakarta 10210
Indonesia
Industry Consultant . . . . . . . . . . . . . . .
Share Registrar and Share

Transfer Agent . . . . . . . . . . . . . . . . . . . .
Frost & Sullivan (S) Pte Ltd

100 Beach Road #29-01/11
Shaw Tower
Singapore 189702
Boardroom Corporate & Advisory Services Pte Ltd

50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
xii
SUMMARY
This summary highlights information contained elsewhere in this Prospectus and may not
contain all of the information that may be important to you, or that you should consider before
deciding to invest in the Offering Shares. You should read this entire Prospectus, including,
among other sections, our financial statements and related notes and the section entitled
Risk Factors, before making a decision to invest in the Offering Shares.
OVERVIEW
We are a leading agri-food company that produces multiple protein foods, with operations in
five high-growth emerging Asian markets. We have, over 40 years, developed core
competencies across the agri-food value chain, including animal feed production, animal
breeding, livestock fattening and consumer food.
We are a market leader across multiple classes of protein foods, with an emphasis on milk,
poultry and beef, complemented by growing businesses in swine and aquaculture. In
Indonesia, we are one of the two largest producers of poultry, with over 40 years of
experience, and we currently produce approximately 1.5 million day-old chicks (DOCs) per
day. We have replicated our industrialized, vertically integrated business model for poultry
production in Vietnam, India and Myanmar. In China, we successfully replicated our
Indonesian dairy business and are, today, one of a small group of leading producers of
premium milk that is of the highest quality available in the market and that commands
premium prices in China. Given the growing affluence of the populations in our target middleand lower- income consumer groups, we expect protein food consumption in these markets to
rise. We intend to capitalize on this trend by increasing our production capabilities for
premium milk and animal proteins across our markets.
We have an industrialized approach to farming and food production. This allows us to
consistently produce high-quality proteins and to replicate our business model as we expand
our existing protein operations in and across our existing markets. In addition, the vertical
integration of our animal protein business from animal feed production to breeding and
commercial farming to slaughtering and food processing creates more opportunities to
capture value at different points in the value chain. It also provides us with greater food
security and traceability, which is important as we grow our downstream consumer food
brands.
We leverage the high quality of our raw materials to produce premium and mass market
consumer branded food products under leading brands such as So Good and Greenfields.
We have three operating segments: dairy, animal protein and consumer food. The following
table shows our business activities within each segment, the geographic locations where we
operate and the percentage of Group revenue and profit after tax contributed by each
segment for the year ended December 31, 2013.
Business Segment
Business Activities
Locations
Percentage of
Revenue
(2013)
Percentage of
Profit
CAGR of
After Tax
Revenue
(2013)
(2011-2013)
Dairy
Dairy
products
Dairy farming
Milk processing
Branded milk
distribution
China (raw milk

production)
Indonesia (dairy
production and
distribution)
Southeast Asia
and Hong Kong
(distribution)
5%
32%
79%
87%
67%
15%
8%
1%
n.m.
Animal Protein
Poultry
Swine
Beef
Aquaculture
Animal feed
Breeding
Commercial
farming
Indonesia
(poultry, beef and
aquaculture)
Vietnam (poultry
and swine)
Myanmar (poultry)
India (poultry)
China (beef)
Indonesia
Vietnam
Consumer Food
Chicken
Beef
Seafood
UHT Milk
Ambienttemperature
Chilled/frozen
The following map shows the countries in which we currently operate and our principal
business activities in each of these countries.
Dairy
Dairy farming
hina
hi
Animal protein
Beef
Animal protein
Poultry
Animal protein
Poultry
Swine
Consumer Food
Chicken
Beef
India
yanmar
Dairy
Dairy farming
Milk processing
Branded milk
distribution
Animal protein
Poultry
ngapore
Corporate headquarters
International
purchasing
In ones a
Animal protein
Poultry
Beef
Aquaculture
Consumer Food
Chicken
Beef
Seafood
The table below shows the geographic breakdown of revenues for the year ended
December 31, 2013:
Country
Revenue
(US$ in millions)
Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vietnam . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,210.3
289.0
93.7
104.3
2,697.3
In 2011, 2012 and 2013, our total revenues amounted to US$2,029.8 million,
US$2,321.8 million and US$2,697.3 million, while our net profit after tax amounted to
US$79.5 million, US$110.4 million and US$81.4 million. Our EBITDA was US$175.1 million,
US$241.1 million and US$258.6 million in 2011, 2012 and 2013, respectively, representing a
CAGR for EBITDA of 21.6%. For the calculation of EBITDA, see Summary Combined
Financial Information and Other Information.
Dairy
We produce premium raw milk in China and Indonesia that rates at the top of each market in
terms of both quality and price. In China, we focus on producing premium raw milk that we
sell to leading dairies in China at premium prices. There is a substantial shortfall in the supply
of premium milk in China, as highlighted by several food safety scandals in recent years, and
we believe that we are well positioned to benefit from this shortfall and from the expected
growth in dairy consumption in that market. In Indonesia, we use all of our premium raw milk
in our downstream consumer dairy businesses to produce premium dairy products, in
particular premium fresh milk, marketed under our Greenfields brand to consumers in
Indonesia and other countries in Asia.
We operate a five-farm hub of dairy farms in China, with four of the farms in the operational
stage. We expect construction of the fifth farm to be completed by the end of 2014, with milk
production commencing in early 2015. We build our dairy farms pursuant to an industrialized
model of approximately 10,000 to 12,000 heads of cattle per farm. Each dairy farm is
standardized and replicable across locations and jurisdictions. In total, we invested
approximately US$300 million to build our first five-farm hub in Shandong. Our farms are part
of a small number of very large-scale farms in the PRC. According to the Industry Consultant,
as of 2013, large-scale farms (farms housing more than 1,000 heads of cattle) comprise
15.1% of the cattle population in the PRC. We sell our premium raw milk to some of the
leading dairy companies in China for their use in the production of premium fresh milk and
other dairy products. Our farms in China are located in Shandong province, and as of
December 31, 2013 and March 31, 2014, we had approximately 40,700 and 41,800 heads of
dairy cattle in China, with approximately 14,500 and 16,700 milking cows, respectively. We
produced over 130,000 tons of milk in China in 2013, and our average milk yield per milking
cow for 2013 was 11.5 tons per annum. Our premium raw milk in China is consistently at the
top of the market in terms of quality, consistently exceeding Chinese and international
standards for nutrition and safety. The quality of our raw milk is also reflected in its selling
price. In 2013, the average selling price of our milk was RMB 4.51 per kilogram, which was
approximately 25% higher than the average price of milk from ten major milk production
regions in China, according to the China Ministry of Agriculture1. In the first three months of
2014, the average price of our milk reached RMB 5.25 per kilogram. See BusinessOur
Dairy SegmentIntroduction.
We intend to expand our China dairy business and grow the number of our dairy farms in
China, commencing with the construction of another five-farm hub in Inner Mongolia. We
have entered into a framework agreement with the Chifeng City Government of Inner
Mongolia for the construction of this new five-farm hub, and we intend to begin construction
on the first additional farm before the end of 2014 and to complete the second five-farm hub
in 2018, which would bring our total herd size in China to approximately 120,000 heads of
cattle. On July 12, 2014, we entered into conditional lease agreements with local township
governments in Chifeng City for the construction of farms at two sites in Chifeng.
In Indonesia we operate a vertically integrated dairy business. We operate an industrialized
dairy farm to produce premium raw milk that we use for the production of our own
downstream dairy products, including fresh milk, UHT milk and premium cheeses. We market
and sell our downstream products under our own brands directly to customers in the retail
market, including to major food and beverage companies such as Starbucks. Our farm in
Indonesia is located in Malang, East Java, at an altitude that is conducive to raising highquality dairy cows, and as of December 31, 2013 and March 31, 2014, we had approximately
5,800 and 5,700 heads of cattle in Indonesia with approximately 3,000 and 2,900 milking
cows. We produced over 26,000 tons of raw milk in Indonesia in 2013, and our average milk
yield per milking cow for 2013 was 9.1 tons per annum. As in China, our raw milk in Indonesia
is of premium quality, which is reflected in its nutritional and safety standards, as well as in
the premium quality of and premium pricing for our downstream dairy products and the
leading market position of our Greenfields brand. We also export a portion of our downstream
dairy products to our key strategic customers, such as Starbucks and Cold Storage, in other
markets in Asia, including Singapore, Hong Kong and the Philippines. The success of our
vertically integrated Indonesian dairy operations is driving our strategy to increase our
upstream production capacity, and we have purchased land for a second dairy farm in Blitar,
East Java, which we expect to be fully operational by the end of 2016.
As of December 31, 2013 and March 31, 2014, we had a total of approximately 46,400 and
47,500 heads of dairy cattle respectively, with approximately 17,500 and 19,500 milking cows
respectively, across our farms in China and Indonesia, compared to approximately 18,300
heads of cattle, with approximately 6,400 milking cows as of December 31, 2011.
See Our BusinessOur Dairy SegmentIntroduction.
Animal Protein
We produce multiple high-quality animal proteins (poultry, swine, beef and aquaculture), as
well as high-quality animal feed, across our target markets. Our animal protein operations are
vertically integrated and cover the entire value chain of animal protein production, from animal
feed to breeding and commercial farming to slaughtering and processing livestock and
supplying the raw materials for our downstream consumer food segment (see Business
Our Consumer Food Segment). We are one of the two largest poultry and poultry feed
1
Source: China Ministry of Agriculture. China Ministry of Agriculture has not provided its consent, for purposes of
Section 249 of the Securities and Futures Act, to the inclusion of the information extracted from its website, and is
therefore not liable for such information under Sections 253 and 254 of the Securities and Futures Act. While we and the
Joint Global Coordinators, Joint Issue Managers and Joint Bookrunners and Underwriters have taken reasonable actions
to ensure that the information from China Ministry of Agricultures website has been reproduced in its proper form and
context, and that the information has been extracted accurately and fairly from such website, neither we nor the Joint
Global Coordinators, the Joint Issue Managers nor the Joint Bookrunners and Underwriters nor any other party has
conducted an independent review of the information contained in that website or verified the accuracy of the contents of
the relevant information.
manufacturers in Indonesia, with over 40 years of experience in poultry production, and in

2013 we had a domestic market share of 25% by production capacity of DOCs and 22% by
volume of animal feed (excluding aquafeed) sold. See Appendix FIndependent Market
Research on Selected Food Markets in Indonesia, China, India, Vietnam and Myanmar. We
also have poultry operations in Vietnam, Myanmar and India and beef operations in China. In
addition, we produce other classes of proteins, namely swine (in Vietnam) and aquaculture (in
Indonesia). We seek to replicate our successful industrialized operational model in Indonesia
for poultry and beef in and across our other markets and our other classes of proteins.
The following chart illustrates the fully integrated value chain for animal protein production.
Our operations include each of the steps in this value chain for certain of our proteins, such
as poultry and swine, and most of the steps for our other proteins. See also BusinessOur
Animal Protein SegmentIntroduction for a more detailed description of these steps.
Breeding Farms
Animal Feed
Commercial Farming:
poultry: grow out
cattle: feedlotting
swine: fattening
Slaughterhouse
Consumer Food
In our poultry business, we operate over 70 breeding farms and over 30 hatcheries to
produce DOCs, primarily in Indonesia, as well as in Vietnam, Myanmar and India. In 2013, we
sold almost 600 million DOCs across our markets. In 2013, we sold approximately 7% of our
DOCs produced in Indonesia internally to our own commercial farms for growing out, with the
remainder sold to contract farms or third parties. We have over 10,000 commercial farms in
our network, most of which are contract farms that are owned and operated by local farmers
who grow out the chicks on our behalf. We source most of our grandparent stock for chicken
from Aviagen, one of the worlds leading poultry genetics companies, and our industrialized
approach results in premium quality DOCs and feed conversion ratios that are among the
highest in the industry in Indonesia.
In our beef business, we are one of the largest beef cattle feedlot operators in Indonesia and
the largest importer of live beef cattle into Indonesia. We breed, fatten and process beef cattle
and have four feedlots in Indonesia with a total production capacity of 165,000 heads of cattle
per year. We also have cattle breeding operations in Australia, where our stations can hold
approximately 45,000 heads of cattle at any one time. We import the cattle bred at our
stations in Australia to Indonesia for fattening and processing, and we ship approximately
12,000 heads of cattle per year from our Australian operations to our feedlots in Indonesia.
Our beef business is operated as a fully integrated business, whereby breeding, feed,
fattening and slaughterhouse operations are carried out within our Group and are therefore
under unified control and operation.
In addition, we have swine breeding and distribution operations in Vietnam, where we sold
approximately 72,700 piglets in 2013. In 2012, we entered into a joint venture with Hypor, one
of the worlds leading suppliers of swine genetics, which enables us to operate the entire
chain of swine breeding farms, including nurseries and parent, grandparent and great
grandparent farms. In addition, we also produce small amounts of fish and shrimp in
Indonesia.
We produce premium-quality animal feed in Indonesia, Vietnam and Myanmar, both for our
own poultry, swine and aquaculture operations, as well as for sale to third parties. We sold
over 3.5 million tons of animal feed in 2013 across our markets, including both internal and
external sales. We formulate the feed to maximize its nutritional value depending on its end
use and brand it accordingly, and our feed brands are among the most recognized in
Indonesia.
Consumer Food
We use the high-quality milk and animal protein products that we produce in-house as raw
materials for our downstream consumer food segment. As a result, we are able to trace the
quality of the ingredients in our consumer food products all the way through the production
chain, which provides us with a high degree of confidence in the quality and reliability of our
consumer food products.
We make ambient-temperature and chilled/frozen meat products from chicken, beef and
seafood for the Indonesian market. Our So Good and Sozzis brands are leading brands in
Indonesia for premium processed meats, while our Real Good and So Nice brands focus on
the mass market convenience pack segment for UHT milk and meat, respectively. Due to the
high value-add element of our consumer food products and the changing consumer
preferences in our markets, we believe that our consumer food segment has significant
potential for future growth.
OUR STRENGTHS
We believe that we have the following competitive strengths:
Our industrialized approach to agri-food production and our vertical integration drive
our leadership positions and growth strategies.
Our agri-food production involves (i) large-scale standardization of our operations to create
efficiencies and facilitate replication, (ii) use of superior breeds, and (iii) a sophisticated
approach to animal husbandry, animal health and nutrition, including a strong focus on biosecurity. This approach provides us with a number of key strategic and financial advantages
compared to traditional farming, including the following:
economies of scale and cost savings that allow us to produce quality products at lower
costs, thereby driving our competitiveness and profitability. Economies of scale also
allow us to provide better animal health and nutrition, while mitigating risks of disease
outbreak through better biosecurity;
resources and technology to support and develop management and operational

expertise as well as build strategic alliances with global leaders in breeding research,
such as Aviagen for poultry and Hypor for swine. Our access to superior-quality breeding
reinforces the quality of our products and the high yields of our production processes;
consistently high-quality animal protein products that are trusted by our customers who
are willing to pay premium pricing for quality and product traceability; and
advantages when we expand our business within existing markets or into new markets.
Our experience replicating our industrialized approach provides a cost-effective model
6
for continued growth. We have executed this strategy in connection with our entry into
the poultry market in Vietnam, India and Myanmar and into the dairy market in China.
In addition, the vertical integration of our animal protein business from animal feed production
to breeding to food processing, provides us with a number of significant competitive
advantages, including the following:
more opportunities to capture value at different points on the value chain and to continue
to diversify our business, enabling us to realize favorable profit margins compared to
less integrated farming operations;
controlling the entire protein food value chain provides us with greater food security and
traceability. This is becoming increasingly important in Asia and is a key driver for
premium pricing in our protein businesses and consumer food segment as consumers
become more aware of health and safety concerns involving food; and
as we consider new market opportunities across our five target markets for our five classes
of proteins, we have a better understanding of the risks and opportunities involved at each
stage of the value chain and are better able to target our entry point into the new market
opportunity accordingly.
We operate in five large, high-growth emerging Asian markets where protein

consumption is low and expected to increase.
Our leading agri-food businesses are located in China, Indonesia, Vietnam, Myanmar and
India, which have compelling macro-economic fundamentals that drive increasing
consumption of protein foods. There are three billion people living in our target markets, and
we expect these populations to continue to grow and their levels of disposable income to
continue to rise. Income growth in these target markets is expected to be particularly strong in
the middle- and lower- income brackets, which make up the bulk of our target consumer
groups. This increasing consumer wealth is underpinned by a number of macro-economic
factors, including favorable demographics, with young, large and growing populations, and
increasing urbanization. See Appendix FIndependent Market Research on Selected Food
Markets in Indonesia, China, India, Vietnam and Myanmar.
We believe that there is significant potential for growth in protein food consumption in our
target markets. There is a positive correlation between the level of a countrys economic
development (and per capita income) and the consumption of protein foods, such that
national populations tend to consume more proteins as personal income increases. Given the
growing affluence (from a low base) of the populations in our target middle- and lowerincome consumer groups, we expect protein food consumption in these markets to rise.
According to the Industry Consultant, chicken meat consumption in Indonesia will increase by
14.9% per year over the next two years and demand for raw milk in China will increase by
5.7% per year between 2013 and 2018. See Appendix FIndependent Market Research on
Selected Food Markets in Indonesia, China, India, Vietnam and Myanmar. The positive
outlook for growth in protein consumption in our target markets is supported by the fact that
total consumption of protein staples in our target markets remains significantly lower than in
other countries. For example, per capita chicken consumption in Indonesia was 8 kilograms in
2012, compared to 47.7 kilograms in Malaysia. In addition, per capita dairy consumption in
China was 29 kilograms in 2013, compared to 58 kilograms in Japan, 85 kilograms in the EU
and 96 kilograms in the United States.
We also believe these macro-economic factors support the growth of our consumer food
business, as growth in per capita disposable income tends to drive increasing spending on
consumer goods.
7
We operate our business in multiple protein segments with leading market positions
We are a market leader across multiple classes of proteins, with an emphasis on poultry, milk
and beef, complemented by growing businesses in swine and aquaculture. We focus on
developing operational and technical expertise across each of our protein segments (which
form the bulk of animal protein consumption in Asia) to create leading market positions and
then replicate our successes as we expand our five classes of proteins in and across our five
target markets. For example, we are one of the two largest producers of poultry in Indonesia,
with over 40 years of experience, and are successfully replicating our Indonesian poultry
business model in Vietnam, Myanmar and India. We are also replicating the success of our
Indonesian dairy business in China, where we have increased our herd size by more than
three times, from 12,774 heads of cattle in 2011 to 40,691 heads of cattle in 2013.
We currently focus on the following protein segments where we believe there are significant
opportunities to strengthen our market positions:
Poultry
We have over 40 years of experience in poultry production and have developed a fully
integrated and industrialized business model across the entire value chain of poultry
production, from the manufacture of poultry feed, to breeding and commercial farming, to
the processing of chicken meat and the marketing of branded processed foods. This
business model provides us with a number of strategic and financial benefits that have
contributed to our market positions. In 2013, we had market shares in Indonesia of
25.1% by production capacity of DOCs and 21.9% by volume of poultry feed (excluding
aqua feed), which was the second-largest market share in Indonesia, with the nextlargest poultry feed producer holding a market share of 5.5%. We drew on our extensive
experience in the Indonesian poultry industry as we expanded in Vietnam, where we had
a 22% market share in 2013 by number of broilers produced. Similarly, we have also
been able to develop leading market positions for poultry in Myanmar and are developing
our poultry operations in India.
In Asian emerging markets, in particular Indonesia, chicken is an affordable source of

protein for the large and growing middle- and lower-income consumer classes. The
affordability and quality of chicken in Indonesia is driven by a number of factors,
including sophisticated genetics, sophisticated breeding and farming practices, low
transportation costs and limited cold storage facilities for other protein sources. In
addition, as protein sources in Indonesia must be halal for the predominantly Muslim
population, there is little competition from swine, the next most affordable animal protein.
Dairy
We are one of a small group of leading, industrialized producers of premium raw milk in
Indonesia and China that is of the highest quality in terms of nutritional and safety
standards. In Indonesia, we use all of our premium raw milk in our downstream
consumer dairy businesses to produce fresh milk and premium cheeses marketed under
our Greenfields brand. According to the Industry Consultant, in 2013, our Greenfields
brand was the market leader for premium fresh milk in Indonesia, with an estimated
market share of 38.4% by value. In China, we currently focus exclusively on producing
premium raw milk that we sell at premium prices to leading dairies in China. In 2013, the
average price of our milk was RMB 4.51 per kilogram, approximately 25% higher than
the average market price of milk across ten key production regions in China.
In China, there is a structural supply shortage of raw milk that the Industry Consultant
expects to continue through 2018. The demand for raw milk increased at a compounded
average growth rate of 4.8% from 2008 to 2013 and, according to the Industry
8
Consultant, the current demand growth is outpacing the growth in production. Over the
same period, Chinas raw milk supply increased from 35.6 million tons in 2008 to
37.4 million tons in 2012 but declined by 5.7% (compared to 2012) to 35.3 million tons in
2013, as a result of extended dry conditions, contagious diseases amongst cows and the
exit of some small-scale dairy farms.
Swine
Swine remains the largest protein segment in a number of Asian emerging economies,
including China and Vietnam, which presents significant opportunities for industrialized
farmers in these markets. In Vietnam, we are replicating our industrialized approach to
farming in order to create a market-leading position for swine.
Beef
We believe there are attractive opportunities in Asian markets for beef products, as beef
consumption increases with rising levels of wealth. In particular, the Indonesian market
could be a strong growth area for our Group, as there is ample supply of quality feed in
that market. In China, we also intend to draw upon synergies with the expansion of our
dairy business in order to grow our beef operations in that market.
We have established a leading premium dairy business in China and Indonesia, which
is poised for substantial growth.
We have established premium dairy businesses in both China and Indonesia that, we believe,
place us at the top of the dairy market in both of these high-growth countries and position us
for sustainable and profitable growth. In China, we sell our premium raw milk to processors in
the rapidly developing premium dairy market. In Indonesia, we have the largest dairy farm
operation by volume of premium fresh milk produced, and we use our raw milk to produce
premium fresh milk and other premium downstream dairy products that we sell directly to
consumers. We believe that our success in producing high-quality milk, generating high yields
from our milking cows and receiving premium prices for our milk and milk products is due to a
number of factors, including the following:
Scale and design of farms: we have expertise in building and operating large-scale
industrialized dairy farms, with a standardized ten- to twelve-thousand-head farm design
that maximizes operational efficiency and quality. These farms are supported by
government policies to encourage large-scale farming in both China and Indonesia. In
China, incentives include (a) tax exemptions and rebates on value-added tax and
corporate income tax, (b) providing infrastructure support, including water and power,
and (c) granting long-term land leases at rates below market rate. In Indonesia,
incentives include value-added tax exemptions and import duty exemptions on the
import of certain capital goods. The quality of raw milk supplied from our farms is
significantly higher than the overall quality of raw milk supplied in each of these
countries, as the significant majority of raw milk is sourced from small-holder farms;
Farm management: we have a depth of experienced farm managers. We follow

advanced and industrialized farm management practices to maximize our yields and
produce milk of the highest quality. These practices range from feed management and
animal nutrition to the insemination and breeding process to milking techniques,
biosecurity measures and the management of effluent. We also have experience in
sourcing local forage for cattle feed. See BusinessOur Dairy SegmentOur Farms.
High-yielding livestock: we select the most suitable semen from our suppliers to optimize
the genetic mix of our cows and breed the highest-yielding cows. In addition, we use
sex-controlled semen in order to increase the birth rate of female cows on our farms.
9
Location of farms: in China, our first five-farm hub is located in Shandong province,
which has cool and dry weather and an abundance of fertile land and is proximate to
Beijing and Shanghai. We intend to commence building our second five-farm hub in
2014 in Inner Mongolia, which will have similar operational advantages. In Indonesia, our
farm is located 1,200 meters above sea level, with cool and dry weather and good
access to water. In addition, we have purchased land for a second dairy farm in Blitar,
East Java, Indonesia and we target completion of construction of this farm in the first half
of 2016.
We believe that our consistent application of these practices is the driving factor that
underpins the success of our dairy business. This success is reflected in the following:
Milk quality: our milk is of the highest quality in both the Chinese and the Indonesian
market. The protein and fat levels of our milk exceed both Chinese and international
industry standards by substantial margins, while our microbe counts and somatic cell
counts are only about one-tenth of the maximum counts allowed by those standards.
See BusinessOur Dairy Segment. Especially in the Chinese market, with its recent
history of food quality scandals involving milk, this high quality gives us a significant
advantage over many other milk producers in the market.
Premium pricing: the premium quality of our milk results in premium prices for our milk,
as customers look to use our milk for the production of their high-end dairy products. In
the first three months of 2014, our raw milk sold for an average price of RMB 5.25 per
kilogram, compared to an average price for milk for ten key production regions in China
of RMB 4.24 per kilogram, according to the China Ministry of Agriculture.2
Milk yields: our average milk yield per cow in 2013 was 9.1 tons per annum in Indonesia
and 11.5 tons per annum in China, compared to industry averages of 3 tons per annum
and 5.5 tons per annum in these countries.
Strong customer relationships: we have established strong customer relationships with

the leading dairy companies in China, driven in large part by the quality and traceability
of our milk. Our sales volume in China increased from 62,487 tons in 2012 to
124,408 tons in 2013.
We have created leading downstream consumer food brands, which we expect to be a

key driver for future growth.
We have leveraged the high quality of the raw materials we produce to establish leading and
reputable downstream consumer food brands, and we expect this business segment to be a
driver for future growth. As a result of our vertical integration, we are able to trace the quality
of the ingredients in our consumer food products all the way through the production chain,
and since we control virtually all parts of this chain, we have a high degree of confidence in
the quality and reliability of these ingredients and of our end products.
While most meat in Indonesia is still bought and sold through traditional wet markets,
increasing income levels and changing lifestyles are leading more consumers to processed
2
10
meat consumption. To capitalize on this market opportunity, we use our high-quality protein
products to make processed meat products marketed under leading brands such as So Good,
So Nice and Best Chicken. In Indonesia, our consumer food segment has the second-largest
market share in frozen consumer food and the third-largest market share in
ambient-temperature food. Further, we also source milk from third parties in Indonesia to
produce UHT milk for the mass market segment in Indonesia in ready-to-drink small
convenience packs under the Real Good brand. We expect strong growth from this market
segment. We expect that our significant experience in the management, marketing and
distribution of our downstream brands and products will be instrumental in supporting our
expansion into the downstream dairy business in China.
Because we control virtually the entire production chain for most of these products, we have a
high level of traceability and quality control for our consumer foods, which provides us with a
strong reputation for quality and reliability, in particular with international food service
customers and leading modern retailers.
We benefit from a strong management team focused on growth and driving group
synergies across our business segments.
Our senior management team consists of experienced industry executives with a long history
in our Group and a clear long-term vision of our Groups business. This team is supported by
operational leaders who are integral to our success and future growth strategies and have
extensive experience in the day-to-day operations of farms, feedmills, food processing plants,
and all other aspects of our business. This combination of long-term vision and strong
operational expertise is the key reason for our Groups success in growing from one feedmill
more than 40 years ago to our market-leading poultry business, and more recently, our
sizeable dairy business.
We believe that the structure of our organization and the manner in which the business
segments operate with each other drive synergies across our Group. For example, in each of
our business segments:
our senior management team fosters an industrialized farming culture and approach to
operations. The strength and consistency of this culture facilitates collaboration across
business segments;
the operational segment leaders are highly experienced with significant industry and
technical knowledge. They have developed best practices for their businesses, and
these competencies can be shared across our Group; and
we benefit from the expertise and experience developed in other business segments by
sharing key resources when we expand into new markets or implement new growth and
operational initiatives.
OUR STRATEGY
We intend to drive the growth of our Group through the following strategic initiatives:
Expand our dairy business in China through the continued replication of our
successful business model
Mongolia for the construction of this new five-farm hub, and we intend to begin construction of
the first farm before the end of 2014 and to complete the second five-farm hub in 2018. See
11
Use of Proceeds. We expect the second hub to increase our total herd size in China to
approximately 120,000 heads of cattle by the end of 2018. For the construction and operation
of the second hub, we plan to replicate our current farm designs and operating systems in
order to achieve similar productivity to our current farms. We believe that this expansion will
allow us to capitalize on the current supply deficit for premium milk in China and to enlarge
our footprint as a leading premium milk producer in Asia.
Continue to grow and enhance the profitability of our core poultry business in
Indonesia
Our poultry operations in Indonesia are a core part of our business, providing us with the
strong foundation of a profitable, growing and cash flow-generative business segment. We
believe there are significant opportunities for growing this business as Indonesias per capita
income continues to rise and as we increase our feed capacity, our DOC production and the
reach of our downstream consumer brands. We plan to continue to build breeding farms and
aim to expand our production of DOCs from almost 600 million in 2013 by approximately 30%
in the next two years. In 2013, we invested approximately IDR492.4 million (US$47.2 million)
into growing our production capacity for DOCs in Indonesia, which consisted primarily of
construction of new breeding farms and hatcheries. We expect that this additional capacity,
along with additional capital expenditures into our DOC production capacity in 2014, will
underpin our growth plans for DOC production in Indonesia over the next two years. As we
grow our DOC production, we also intend to increase our feed capacity and production to
support our growth in DOCs.
To cater for more DOCs and to account for a shift in consumer preferences toward highquality processed foods, we plan to increase the capacity of our existing slaughterhouses and
to build additional slaughterhouses. Depending on the extent of these developments, we may
double our processing capacity in the next several years, and we expect that our sales from
processed or dressed poultry will increase as a proportion of our total sales.
As we expect consumption of animal proteins to increase in Asia, we intend to expand our
animal protein business in certain of our five target markets. For example, we intend to
replicate our industrialized approach to farming in order to establish a market-leading position
for swine in Vietnam and to expand our poultry operations in Myanmar. Similarly, in China, we
intend to draw upon synergies with the expansion of our dairy business in order to grow our
beef operations. Across our five classes of proteins and our five target markets, we may
consider opportunities for acquiring existing businesses on a case-by-case basis. We
currently have no specific plans to expand into new animal proteins or new geographies
beyond that in which we currently operate.
Build on our high-growth consumer food brands
We believe that our consumer food business has significant potential for future growth, due to
the high value-add nature of the business, our competitive advantage resulting from our
vertical integration and the shifting preferences of consumers. We intend to capitalize on this
growth potential over the medium to long term by continuing to invest in our consumer food
business, both for ambient temperature meat products and chilled or frozen meat products.
We will seek to expand the reputation and market reach of our consumer food brands,
including Real Good for mass market UHT milk and So Good and So Nice for processed
meats. To that end, we intend to increase our manufacturing and processing capacity in
Indonesia and Vietnam and to expand our distribution capabilities in Indonesia, Vietnam and
Myanmar.
12
SUMMARY OF THE OFFERING

The Issuer ......................
Japfa Ltd., a company incorporated with limited liability under

the laws of Singapore.
The Offering....................
248,000,000 Shares (subject to the Over-allotment Option)

offered by our Company through the International Offer and
the Singapore Public Offer. The completion of the
International Offer and the Singapore Public Offer are each
conditional upon the completion of the other.
The International Offer ........
We are offering 231,200,000 Offering Shares (including the

Reserved Shares) outside the United States in reliance on
Regulation S under the Securities Act and other applicable
laws concurrently with the Singapore Public Offer. The
Singapore Public Offer will, subject to certain conditions, be
underwritten by the Joint Global Coordinators, Joint Issue
Managers and Joint Bookrunners and Underwriters at the
Offering Price. See Plan of Distribution. The International
Offer will subject to certain conditions, be underwritten by the
Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters at the Offering Price.
The Singapore Public Offer ..
We are offering 16,800,000 Offering Shares in Singapore at

the Offering Price by way of an offering to the public in
Singapore.
Reserved Shares ..............
22,500,000 Shares under the International Offer have been

reserved for our directors, employees and business
associates and others who have contributed to the success
and development of our Group. In the event that the
Reserved Shares are not fully subscribed, they will be made
available to satisfy applications under the International Offer
and the Singapore Public Offer.
Offering Price ..................
S$0.80 for each Offering Share. Investors are required to pay

the Offering Price in Singapore dollars.
Clawback and
Re-allocation ...................
Application Procedures for

the Singapore Public Offer ...
The Offering Shares may be re-allocated between the

International Offer and the Singapore Public Offer by the
Joint Global Coordinators following consultation with us.
Unless we indicate otherwise, all information in this
Prospectus assumes that no Offering Shares have been reallocated between the International Offer and the Singapore
Public Offer.
Investors under the Singapore Public Offer must follow the
application procedures set out in Appendix NTerms,
Conditions and Procedures for Application for and
Acceptance of the Offering Shares in Singapore.
Applications must be paid for in Singapore dollars. The
minimum initial application is for 1,000 Offering Shares. An
applicant may apply for a larger number of Shares in integral
multiples of 1,000 Offering Shares.
13
Over-allotment Option ........
In connection with the Offering, we have granted the

Stabilizing Manager an Over-allotment Option to purchase up
to an aggregate of 37,200,000 Additional Shares
(representing 15.0 per cent. of the total Offering Shares) at
the Offering Price, exercisable in whole or in part by the
Stabilizing Manager, on its own behalf and on behalf of the
Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters, on one or more occasions,
from the commencement of the Listing Date on the SGX-ST
until the earlier of (i) the date falling 30 days from the Listing
Date, and (ii) the date when the Stabilizing Manager or its
appointed agent has bought on the SGX-ST an aggregate of
37,200,000 Shares, representing 15.0 per cent. of the total
Offering Shares, to undertake stabilizing actions, solely to
cover the over-allotment of the Offering Shares, if any.
Unless indicated otherwise, all information in this Prospectus
assumes that the Stabilizing Manager does not exercise the
Over-allotment Option. See Plan of DistributionOverallotment Option.
Stabilization ....................
In connection with the Offering, the Stabilizing Manager or its

appointed agent may over-allot Shares or effect transactions
that stabilize or maintain the market price of our Shares at
levels that might not otherwise prevail in the open market.
These transactions may be effected on the SGX-ST and in
other jurisdictions where it is permissible to do so, in each
case in compliance with all applicable laws and regulations,
including the Securities and Futures Act and any regulations
thereunder. The number of Shares that the Stabilizing
Manager may buy to undertake stabilizing action will not
exceed an aggregate 37,200,000 Shares, representing not
more than 15.0 per cent. of the total Offering Shares.
However, we cannot assure you that the Stabilizing Manager
or its appointed agent will undertake any stabilizing actions.
These transactions may commence on or after the
commencement of trading of the Shares on the SGX-ST and,
if commenced, may be discontinued at any time and shall not
be effected after the earlier of (i) the date falling 30 days from
the Listing Date, and (ii) the date when the Stabilizing
Manager or its appointed agent has bought on the SGX-ST
an aggregate of 37,200,000 Shares, representing 15.0 per
cent. of the total Offering Shares, to undertake stabilizing
actions, solely to cover the over-allotment of the Offering
Shares, if any. See Plan of DistributionPrice Stabilization.
Lock-ups .......................
We have agreed with the Joint Global Coordinators, Joint

Issue Managers, Joint Bookrunners and Underwriters,
subject to certain exceptions, that from the date of the lock-up
letter until the date falling six months from the Listing Date
(the Lock-up Period) we will not, without the written
consent of the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters, (i) issue,
offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant
14
any option or right or warrant to purchase, lend, hypothecate

or encumber or otherwise transfer or dispose of, directly or
indirectly, any Shares or any securities convertible into or
exercisable or exchangeable for or which to carry rights to
subscribe or purchase any Shares, (ii) enter into any swap or
other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of
Shares or any securities convertible into or exercisable or
exchangeable for or which to carry rights to subscribe or
purchase any Shares, (iii) deposit any Shares or any
securities convertible into or exchangeable for or which carry
rights to subscribe or purchase Shares in any depository
receipt facilities, whether any such transaction described
above is to be settled by delivery of Shares or such other
securities, in cash or otherwise and whether or not such
transactions will be completed within or after the Lock-up
Period; or (iv) publicly disclose our intention to do any of the
above.
See Plan of DistributionNo Sales of Similar Securities and
Lock-up for further information on (i) our lock-up
arrangement and (ii) the lock-up arrangements agreed
between the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters and our
shareholders.
Proceeds from the Offering ..
We intend to use our net proceeds from the Offering primarily

for the following purposes:
investment in our China dairy business and the

construction of a second five-farm hub in Inner
Mongolia;
investment in our animal protein business in our target

markets; and
repayment or prepayment of borrowings, including the

prepayment charges, of our Group.
For a complete description of the application of the net

proceeds, see Use of Proceeds.
Listing and Trading ............
Prior to the Offering, there has been no public market for our
Shares. Application has been made to the SGX-ST for
permission to list all our issued Shares, the Offering Shares,
the Additional Shares and the Plan Shares on the Main Board
of the SGX-ST, which will be granted when we have been
admitted to the Official List of the SGX-ST. Acceptance of
applications for the Offering Shares will be conditional upon,
among other things, permission being granted by the SGXST to deal in, and for quotation of, all our issued Shares, the
Offering Shares, the Additional Shares and the Plan Shares
on the Official List of the SGX-ST. We have not applied to
any other exchange to list our Shares.
15
We expect the Shares to commence trading on a ready

basis at 9.00 a.m. on August 15, 2014 (Singapore time). See
Indicative Timetable.
The Shares will, upon listing and quotation on the SGX-ST,
be traded on the SGX-ST under the book-entry (scripless)
settlement system of The Central Depository (Pte) Limited
(CDP). Dealing in and quotation of our Shares on the
SGX-ST will be in Singapore dollars. The Shares will be
traded in board lot sizes of 1,000 Shares on the SGX-ST.
Transfer restrictions ...........
The Shares offered in the Offering have not been, and will not
be registered under the Securities Act. Therefore, resales by
subscribers and/or purchasers of Offering Shares and by
subsequent transferees will be subject to certain restrictions
described in Transfer Restrictions.
Dividends .......................
We do not have a fixed dividend policy. Our Company will

pay dividends, if any, out of our profits as permitted under
Singapore law. Dividends will be declared and paid in
Singapore dollars. The Board of Directors of our Company
has discretion to recommend payment of dividends. Any
profits our Company declares as dividends will not be
available to be reinvested in our operations. We cannot
assure you that our Company will declare or pay any
dividends, and you should not anticipate receiving dividends
with respect to Shares that you purchase and/or subscribe in
the Offering. See Risk FactorsRisks Related to Our
Offering and Investment in Our SharesWe may not be able
to pay dividends in the future.. See Dividends for a
description of our dividend policy.
Risk Factors ...................
Prospective investors should carefully consider certain risks

connected with an investment in our Shares, as discussed
under Risk Factors.
16
INDICATIVE TIMETABLE
An indicative timetable for trading in our Shares is set out below for the reference of
applicants for our Shares:
Indicative date and time (Singapore time)
Event
August 8, 2014 at 9.00 a.m. . . . . . . . . . Opening of the Singapore Public Offer

August 13, 2014 at 12.00 p.m. . . . . . . Close of Application List
August 14, 2014 . . . . . . . . . . . . . . . . . . . . . . Balloting of applications or otherwise as may be approved by the
SGX-ST, if necessary (in the event of an over-subscription for the
Offering Shares)
August 15, 2014 at 9.00 a.m. . . . . . . . . Commence trading on a ready basis
August 20, 2014 . . . . . . . . . . . . . . . . . . . . . . Settlement date for all trades done on a ready basis on
August 15, 2014
The above timetable is indicative only and is subject to change at our discretion, with the
agreement of the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and
Underwriters. The above timetable and procedures may also be subject to such modifications
as the SGX-ST may in its discretion decide, including the commencement date of trading on a
ready basis. The above timetable assumes (i) that the closing of the Singapore Public Offer
is August 13, 2014, (ii) that the date of admission of our Company to the Official List of the
SGX-ST is August 15, 2014, and (iii) compliance with the SGX-STs shareholding spread
requirement.
We, with the agreement of the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters, may at our discretion, subject to all applicable laws and
regulations and the rules of the SGX-ST, agree to extend or shorten the period during which
the Offering is open, provided that the period of the Singapore Public Offer may not be less
than two Market Days.
In the event of the extension or shortening of the time period during which the Offering is
open, we will publicly announce the same:
(i)
through a SGXNET announcement to be posted on the internet at the SGX-ST website

http://www.sgx.com; and
(ii)
in one or more major Singapore newspapers, such as The Straits Times, The
Business Times or Lianhe Zaobao.
Investors should consult the SGX-ST announcement on the ready listing date on the internet
(at the SGX-ST website), or the newspapers, or check with their brokers on the date on which
trading on a ready basis will commence.
We will provide details of and the results of the Singapore Public Offer through SGXNET and
in one or more major Singapore newspapers, such as The Straits Times, The Business Times
or Lianhe Zaobao.
We reserve the right to reject or accept, in whole or in part, or to scale down or ballot any
application for the Offering Shares under the Singapore Public Offer, without assigning any
reason therefore, and no enquiry or correspondence on our decision will be entertained. In
deciding the basis of allocation, due consideration will be given to the desirability of allocating
our Shares to a reasonable number of applicants with a view to establishing an adequate
market for our Shares.
Where an application under the Singapore Public Offer is rejected, the full amount of the
application monies will be refunded (without interest or any share of revenue or other benefit
17
arising therefrom) to the applicant, at the applicants own risk, within 24 hours of the balloting
(provided that such refunds are made in accordance with the procedures set out in
Appendix NTerms, Conditions and Procedures for Application for and Acceptance of the
Offering Shares in Singapore).
Where an application under the Singapore Public Offer is accepted in part only, any balance
of the application monies will be refunded (without interest or any share of revenue or other
benefit arising therefrom) to the applicant, at the applicants own risk, within 14 Market Days
after the close of the Offering (provided that such refunds are made in accordance with the
procedures set out in Appendix NTerms, Conditions and Procedures for Application for
and Acceptance of the Offering Shares in Singapore).
In the case of the Singapore Public Offer, if the Offering does not proceed for any reason, the
full amount of application monies (without interest or any share of revenue or other benefit
arising therefrom) will be returned to the applicants at their own risk within three Market Days
after the Offering is discontinued (provided that such refunds are made in accordance with the
procedures set out in Appendix NTerms, Conditions and Procedures for Application for
and Acceptance of the Offering Shares in Singapore).
The manner and method for applications and acceptances under the International Offer will
be determined by us and the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters.
18
SUMMARY COMBINED FINANCIAL INFORMATION AND OTHER INFORMATION

You should read the following summary combined financial information for the periods and as of
the dates indicated in conjunction with the section of this Prospectus entitled Managements
Discussion and Analysis of Financial Condition and Results of Operations and our combined
financial statements, the accompanying notes and the related independent auditors report
included in this Prospectus. The reporting currency for our financial statements is U.S. dollars,
and we prepare and present our financial statements in accordance with FRS, which may differ
in certain significant respects from generally accepted accounting principles in other countries.
The summary combined financial information as of and for the years ended December 31,
2011, 2012 and 2013 have been derived from our audited combined financial statements
included in this Prospectus and should be read together with those financial statements and
the notes thereto. The selected combined financial data as of and for the three months ended
March 31, 2013 and 2014 has been derived from our unaudited interim combined financial
statements as of and for the three months ended March 31, 2013 and 2014 included
elsewhere in this Prospectus. We have prepared the unaudited interim combined financial
statements on the same basis as our audited combined financial statements. Our historical
results for any prior or interim periods are not necessarily indicative of results to be expected
for a full fiscal year or for any future period.
Combined Statement of Comprehensive Income
For the year ended

December 31,
2011
2012
2013
For the three months

ended March 31,
2013
2014
(US$ in millions)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,029.8
2,321.8
2,697.3
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,663.2) (1,873.8) (2,198.1)
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Items of Income
Increase in Fair Value of Biological Assets. . . . . . .
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Exchange Adjustments Gains . . . . . . . . . . . .
Other Items of Expense
Foreign Exchange Adjustments Losses . . . . . . . . . .
Marketing and Distribution Costs . . . . . . . . . . . . . . . . . .
Administration Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit before tax from continuing
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit from continuing operations, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive Income/(Loss):
Remeasurement of the Net Defined Benefits
Plan, Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange differences in translating foreign
operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Loss for the Year, Net
of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Comprehensive Income/(Loss) . . . . . . . . . . .
675.8
(541.0)
690.1
(574.1)
366.5
448.0
499.2
134.7
116.0
7.5
3.1
9.9
4.4
6.6
5.9
7.3
-
6.3
2.9
3.5
-
(10.6)
0.8
0.3
0.6
2.4
1.0
0.8
7.6
(84.6)
(146.8)
(41.9)
(3.8)
(1.4)
(83.1)
(173.5)
(56.8)
(4.2)
(30.1)
(95.0)
(202.5)
(66.8)
(2.6)
(25.0)
(50.4)
(14.7)
(0.6)
(26.1)
(55.2)
(19.3)
(0.01)
114.4
(34.9)
148.8
(38.4)
114.8
(33.4)
35.2
(9.9)
27.2
(5.3)
79.5
110.4
81.4
25.4
22.0
(6.2)
(8.7)
7.2
(7.2)
(9.5)
(14.9)
(28.6)
(117.2)
(3.8)
37.6
(21.1)
58.4
(37.3)
73.1
(110.1)
(28.7)
(11.1)
14.3
28.1
50.1
44.5
53.3
41.8
17.8
13.6
35.0
79.5
57.2
110.4
39.6
81.4
7.6
25.4
8.4
22.0
Profit Attributable to Owners of the Parent, Net

of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit Attributable to Non-Controlling Interests,
Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit, Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
For the year ended

December 31,
2011
2012
2013

ended March 31,
2013
2014
(US$ in millions)
Total Comprehensive Income/(Loss) Attributable

to Owners of the Parent, Net of Tax . . . . . . . . . . . .
to Non- Controlling Interests, Net of Tax . . . . . . .
28.3
39.4
(35.3)
8.5
33.5
30.1
58.4
33.7
73.1
6.6
(28.7)
5.8
14.3
16.6
50.1
As at December 31,
2011
2012
2013
Combined Statement of Financial Position
As at March 31
2014
(US$ in millions)
Assets
Non-Current Assets
Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404.0
599.6
652.7
Investment Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.8
3.1
2.3
Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.8
10.5
10.1
Biological Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82.5
159.4
237.9
Deferred Tax Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.1
18.8
15.2
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14.0
7.9
9.8
Total Non-Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 526.1
799.3
928.0
Current Assets
Asset Held for Sale Under FRS 105 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.2
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 332.2
486.9
543.0
43.7
47.8
48.5
Trade and Other Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112.9
133.5
134.6
Other Financial Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.1
4.1
2.7
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48.0
72.3
79.6
Cash and Cash Equivalents(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.4
157.3
225.0
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 694.3
901.9 1,035.6
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,220.4 1,701.2 1,963.6
Equity and Liabilities
Equity
Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86.3
86.3
163.4
Retained Earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125.4
172.4
214.9
Other Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68.2
96.3
134.4
Translation Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16.9)
(25.3) (106.8)
Equity Attributable to Owners of the Parent, Total . . . . . . . 263.0
329.6
405.8
Non-Controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233.2
270.2
291.1
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 496.2
599.9
696.9
Non-Current Liabilities
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66.9
85.3
67.4
Deferred Tax Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.6
10.3
11.7
Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163.7
304.3
468.7
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.2
0.6
1.1
Trade and Other Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.2
1.5
0.6
Total Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241.5
402.0
549.5
Current Liabilities
Income Tax Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.8
13.4
8.5
87.8
131.9
190.2
Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 379.2
547.0
509.3
4.9
7.0
9.3
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 482.8
699.3
717.2
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 724.2 1,101.3 1,266.7
Total Equity and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,220.4 1,701.2 1,963.6
20
717.9
2.4
11.8
259.2
21.6
5.7
1,018.6
2.2
535.9
56.5
157.9
3.0
119.9
214.7
1,089.9
2,108.5
163.4
222.9
144.1
(81.3)
449.0
314.9
763.9
87.5
15.4
516.1
1.1
0.6
620.8
8.3
159.7
549.1
6.7
723.9
1,344.7
2,108.5
Note:
(1)
Cash and cash equivalents includes cash restricted in use and pledged for bank facilities as disclosed in Note 24A in
Appendix A and Note 24A in Appendix B.
For the year ended
December 31,
2011
2012
2013
Combined Cash Flow Data

ended March 31,
2013
2014
(US$ in millions)
Net cash flows (used in)/from operating activities . . . . . . . (23.2)

27.0
89.1
Net cash flows (used in)/from investing activities . . . . . . . (148.0) (242.2) (204.7)
Net cash flows from/(used in) financing activities . . . . . . . 213.9
221.1
184.0
13.5
(34.8)
(34.6)
(47.2)
(47.9)
83.5
Net increase/(decrease) in cash and cash

equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of the year/
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42.7
5.8
68.4
(55.9)
(11.6)
104.5
147.2
153.0
153.0
221.4
Cash and cash equivalents at the end of the year/

period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
147.2
153.0
221.4
97.1
209.8
For the year ended

December 31,
2011
2012
2013
Other Combined Financial Information

ended March 31,
2013
2014
(US$ in millions)
EBITDA(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175.1 241.1 258.6

Profit from continuing operations excluding increases in fair
value of biological assets, net of tax(2) . . . . . . . . . . . . . . . . . . . . . . . 72.2 105.8
77.5
73.1
50.5
33.9
21.2
Notes:
(1)
We define EBITDA as profit before tax from continuing operations, less interest income, changes in fair value of biological
assets, foreign exchange adjustments gains, changes in fair value of marketable securities, plus finance cost, foreign
exchange adjustments losses, depreciation of property, plant and equipment, depreciation of investment properties and
amortization of intangibles.
For the year ended
December 31,
2011
2012
2013

ended March 31,
2013
2014
(US$ in millions)
Profit before tax from continuing operations . . . . . . . . .

(+) Finance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(+) Foreign exchange adjustments losses . . . . . . . . . . .
(+) Depreciation of property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(+) Depreciation of investment properties . . . . . . . . . . .
(+) Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . .
() Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
() (Increase)/decrease in fair value of biological
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
() Foreign exchange adjustments gains . . . . . . . . . . . .
() (Increase)/decrease in fair value of marketable
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114.4
41.9
-
148.8
56.8
1.4
114.8
66.8
30.1
35.2
14.7
-
27.2
19.3
-
34.8
0.2
0.6
(3.1)
42.2
0.2
0.6
(5.9)
53.3
0.2
1.3
(2.9)
13.2
0.1
0.2
(0.8)
14.8
0.0
0.2
(1.0)
(7.5)
(4.4)
(6.6)
-
(6.3)
-
10.6
(0.6)
(2.4)
(7.6)
(1.8)
3.6
1.3
0.5
0.0
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175.1
241.1
258.6
73.1
50.5
EBITDA is not a standard measure under FRS. EBITDA should not be considered in isolation or construed as an
alternative to cash flows, net income or any other measure of performance or as an indicator of operating performance,
liquidity, profitability or cash flows generated by operating, investing or financing activities. EBITDA does not account for
taxes, interest expense or other non-operating cash expenses. In evaluating EBITDA, we believe that investors should
consider, among other things, the components of EBITDA such as revenues and operating expenses and the amount by
which EBITDA exceeds capital expenditures and other charges. EBITDA presented herein may not be comparable to
similarly titled measures presented by other companies. You should not compare EBITDA presented by us to EBITDA
presented by other companies because not all companies use the same definition. You should also note that EBITDA as
presented herein is calculated differently from Consolidated EBITDA as defined and used in the Indenture governing our
21
US dollar-denominated senior notes due 2018 and EBITDA as defined for the purposes of our other indebtedness. See
Material IndebtednessIndebtednessUS Dollar-Denominated Senior Notes Due 2018.
(2)
We define profit from continuing operations excluding increases/decrease in fair value of biological assets, net of tax as
profit from continuing operations, net of tax excluding the fair value changes of our biological assets and the taxes thereon,
calculated as follows:
For the year ended
December 31,
2011
2012
2013

ended March 31,
2013
2014
(US$ in millions)
Profit from continuing operations, net of tax . . . . . . . . . . . . 79.5

assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7.5)
(+) Deferred tax expense in respect of increase in fair
value of biological assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2
Profit from continuing operations excluding increases
in fair value of biological assets, net of tax . . . . . . . . . . 72.2
110.4
81.4
25.4
22.0
(6.6)
(6.3)
10.6
(2.4)
2.0
2.4
(2.1)
1.6
105.8
77.5
33.9
21.2
FRS 41 is an accounting standard that requires us to value our dairy cows, breeding cattle and swine measured on initial
recognition and at the end of the reporting year. The fair value movements from year-on-year under FRS 41 are non-cash
items and therefore are not used by us when measuring our Groups operational performance because they are not
reflective of the underlying business. We believe that the inclusion of this adjusted profitability measure (excluding FRS 41
fair value changes and the taxes thereon) is useful to investors because it provides a means of evaluating our Groups
operating performance and results from period to period on a comparable basis not otherwise apparent when the impact of
the changes in fair value of biological assets under FRS 41 is included. Profit from continuing operations excluding
increases in fair value of biological assets, net of tax is not a standard measure under FRS and should not be considered
in isolation or construed as an alternative to cash flows, net income or any other measure of performance or as an
indicator of operating performance, liquidity, profitability or cash flows generated by operating, investing or financing
activities. It may not be comparable to similarly titled measures presented by other companies and you should not
compare this measure with that of other companies because not all companies use the same definition.
22
RISK FACTORS
Prospective investors should carefully evaluate the following considerations and all other
information contained in this Prospectus before deciding to invest in our Shares. The risks
described below are not the only ones we face. There may be additional risks not described
below or not presently known to us or that we currently believe to be immaterial that turn out
to be material. Our business, financial condition, results of operations and prospects could be
materially and adversely affected by any of these risks, should they occur or turn out to be
material. The market price of our Shares could decline due to any of these risks, and
investors may lose part or all of their investment in our Shares.
This Prospectus also contains forward-looking statements that involve risks and uncertainties.
Our actual results of operations could differ materially from those anticipated in these forwardlooking statements due to a variety of factors, including the risks described below and those
discussed in the section entitled Managements Discussion and Analysis of Financial
Condition and Results of OperationsFactors Affecting Our Business, Financial Condition
and Results of Operations and elsewhere in this Prospectus. See Notice to Investors
Forward-Looking Statements.
RISKS RELATING TO OUR BUSINESS AND OPERATIONS
Outbreaks of livestock diseases could have a material adverse effect on our business,
financial condition and results of operations.
Outbreaks of diseases affecting livestock at our poultry, beef cattle, swine, aquaculture and
dairy farms or facilities could have a material effect on our business, financial condition and
results of operations.
Since 2003, the H5N1 strain of Avian Influenza, or bird flu, which is potentially lethal to
humans, has affected poultry flocks and other birds in several countries around the world,
including in Indonesia, China and Vietnam. Avian Influenza is highly contagious among birds
and can cause sickness or death of domesticated birds, including chickens, geese, ducks and
turkeys. Although we have an internal biosecurity policy and biosecurity measures in place at
all of our farms and production facilities, there can be no assurance that there will be no
outbreak in the future or that our biosecurity measures will be effective in the event of an
outbreak.
Previous outbreaks of the H5N1 strain of Avian Influenza in Indonesia have resulted in
reduced demand for chickens and a drop in the price of DOCs and chicken products we
produce and sell. In particular, the initial outbreak of H5N1 strain of Avian Influenza in
Indonesia in 2003 and 2004 resulted in a reduction in our gross profit for the first quarter of
2004 for our Indonesian poultry business of approximately 12.4% from the previous
comparative period. In March 2013, there was an outbreak of the H7N9 strain of Avian
Influenza in China, which spread to humans and resulted in deaths. The strain does not
appear to adversely affect the health of birds and, as such, it is difficult to detect prior to
human infection. Similar outbreaks could occur in the future, in Indonesia or elsewhere.
We currently source most of our grandparent stocks for DOCs from Aviagens foreign-based
operations (predominantly the United States). While no cases of Avian Influenza or other
livestock diseases have been reported in Aviagens U.S.- or Australia-based production
facilities, there can be no assurance that this will continue to be the case. Outbreaks of Avian
Influenza or other livestock diseases in the U.S. or Australia may result in a ban in imports by
the governments of the countries where we operate of grandparent stocks from these
countries. In the event of such outbreaks resulting in imposition of import bans, the cost of
breeder flocks of similar quality imported from alternative sources could be higher than the
cost of our current supplies. In addition, there can be no assurance that any such alternative
supplies would be readily available to meet our requirements or at all. Any long-term
23
interruption in supplies of breeder flocks would have a material adverse effect on our
business, financial condition, results of operations and prospects.
Similarly, a major outbreak of disease at any of our dairy farms in China or Indonesia could
have a significant adverse impact on our milk production capacity and volume. We vaccinate
our dairy cows according to the different stages of their growth at each of our dairy farms.
However, we cannot guarantee that animal diseases, including but not limited to, FMD,
brucellosis, bovine TB and bovine paratuberculosis, will not occur at our dairy farms or that
we will always be able to monitor or detect any illness or diseases among our cows or on
neighboring farms.
Our beef, swine and aquaculture operations are also vulnerable to disease and other
biological hazards. If disease outbreaks or other biological hazards are not successfully
contained by the bio-security measures we have in place, the volume of swine feed and
aqua-feed we produce and the size of our beef cattle may decrease, mortality rates could
increase and we may suffer production delays and shortages, which could have a material
adverse effect on our production and/or sales of our products, which would have a material
adverse effect on our business, financial condition, results of operations and/or prospects.
Any future outbreak of a livestock disease could result in any of the following, all of which
could have a material adverse effect on our business:
the governments in the countries in which we operate may require us to destroy one or
more of our flocks or herds;
demand for our products may decrease significantly;
our dairy farms may experience a significant shortfall in our raw milk production;
one or more of our facilities may be placed in quarantine until the threat of disease
spreading is eliminated;
the importation of grandparent stocks into the countries in which we operate may be
prohibited; and/or
governments in the countries in which we operate may introduce restrictions on the

movement and/or the sale of our unprocessed chicken products.
There may be no compensation or insufficient compensation paid by the government in the

event that livestock must be culled. In addition, any outbreak of disease in the countries in
which we operate, even if there is no outbreak at our facilities, could create adverse publicity
and any negative perception by potential customers, government authorities, lenders or
general insurance providers could harm us through a loss of customers, new regulations or
livestock culling requirements, the failure to obtain financing or the loss of insurance coverage
generally, as the case may be. Any of these consequences could have a material adverse
effect on our business, financial condition, results of operations and/or prospects.
We operate one dairy farm in Indonesia which supplies all of the premium raw milk
used as the raw material for the dairy products produced under our Greenfields
brand. Any outbreak of cattle disease at this farm or any other stoppage of operations
at this farm could materially and adversely affect our business, financial condition
and/or results of operations.
We operate one dairy farm in Indonesia and one dairy processing plant for our downstream
dairy products, both located in Malang, East Java, Indonesia. We market these downstream
dairy products under our Greenfields brand in Indonesia, and we also export a portion of
these products to other markets in Asia, including Singapore, Hong Kong, Malaysia and the
Philippines. Any outbreak of cattle disease at our dairy farm in Indonesia or any stoppage of
24
operations at this farm could lead to a stoppage of raw milk production which we would
require as a raw material for our downstream dairy products. This would materially and
adversely affect our business, financial condition, results of operations and/or prospects. In
addition, our brand value and the perception of our customers towards our brand may be
adversely affected as well.
Exchange rate fluctuations and exchange controls and policies may materially
adversely affect our business, financial condition, results of operations and/or
prospects and the foreign currency value of our Shares and any future dividend
distributions.
We are exposed to risks related to exchange rate fluctuations, particularly with respect to the
US$. Our revenues in the countries in which we operate are denominated in IDR, RMB, VND,
INR and Burmese Kyat. However, many of our borrowings are denominated in US$ and we
pay the interest accruing under such borrowings in US$. In addition, the prices of some of our
raw materials (for instance corn) are linked to international commodity index prices, which are
in US$, and hence expose us to fluctuations in the US$ exchange rate. We have not hedged
all of our foreign currency exposure in the past. Unfavorable exchange rate fluctuations may
have a material adverse effect on our business, financial condition, results of operations
and/or prospects.
In 2013, emerging market currencies (including those mentioned above) depreciated against
the US$ and there is no assurance that such currency depreciation will not continue. For
example, the IDR depreciated 21% against the US$ in 2013. In March 2014, the PRC
doubled the trading band for the RMB, which also led to the RMB further weakening against
the US$. Trading in these currencies may continue to experience significant volatility. Any
significant depreciation in the value of the currencies of the countries in which we operate will
have a material adverse effect on our business, financial condition and/or results of
operations. Please also see Selected Combined Financial Information and Other
InformationCombined Statement of Comprehensive Income for information on our foreign
exchange adjustments for FY2011, FY2012, FY2013 and 1Q2014.
Further, our Shares will be quoted in Singapore dollars on the SGX-ST. Dividends, if any, in
respect of our Shares will be paid in Singapore dollars. Exchange rate gains or losses will
arise when the assets and liabilities of our foreign subsidiaries are translated into US$ for
financial reporting and Singapore dollars for repatriation purposes. If the functional currencies
of our subsidiaries depreciate against the US$ and the Singapore dollar, this may materially
and adversely affect our Groups reported financial results and dividends, if any, respectively.
Central banks in the countries in which we operate may intervene in the currency exchange
markets in furtherance of their policies, either by selling local currency or by using their
foreign currency reserves to purchase local currency. We cannot assure you that such
currencies will not be subject to depreciation and continued volatility, or that the various
governments will take additional action to stabilize, maintain or increase the value of their
respective currencies, or that any of these actions, if taken, will be successful. Modification of
the current exchange rate policies by any of the countries in which we operate could result in
significantly higher domestic interest rates, liquidity shortages, capital or exchange controls or
the withholding of additional financial assistance by multinational lenders. This could result in
a reduction of economic activity, an economic recession, loan defaults or declining interest by
our customers, and as a result, we may also face difficulties in funding our capital expenditure
and in implementing our business strategy. Any of the foregoing consequences could have a
material adverse effect on our business, financial condition, results of operations and/or
prospects.
25
Our business is dependent upon the price and availability of corn and other feed raw
materials.
Our operations are dependent upon the price and availability of raw materials. The single
largest component of our cost of goods sold is the cost of raw materials used in the
preparation of feed, which accounted for 84.5% of our cost of goods sold in the year ended
December 31, 2013 and 88.3% of our cost of goods sold for the three months ended
March 31, 2014. We do not grow our own corn or other raw materials and do not intend to do
so in the near future. We also have not entered into any hedging transactions with respect to
the raw materials we use in our products.
The price and availability of corn and our other raw material requirements can therefore have
a significant effect on our cost of goods sold. We import a portion of our raw materials such as
corn, soybean meal, feed vitamins, animal protein meal and wheat products from the United
States, South America, China, India, Europe, Australia and Canada and purchase a
substantial amount of our corn from domestic farmers. Market prices for corn and soybean
meal may be subject to fluctuations resulting from weather, the size of harvests,
transportation and storage costs, governmental agricultural policies, currency exchange rates
and other factors and most of these suppliers deal with us on a spot basis due, in part, to
uncertainty caused by these factors. Worldwide corn prices, for example, have increased in
recent years due, in part, to increased demand for biofuels in the United States. Soybean
prices have also increased in recent years. In the event that one or all of our established
suppliers were to cease supplying to us or we are not able to negotiate a price for our key raw
materials that is acceptable to us and of sufficient quality, our business and results of
operations would be materially adversely affected.
In addition, although we have historically been able to pass on cost increases to our feed
business customers, there can be no assurance we will be able to continue doing so in the
future either on a timely basis or at all. If we are unable to pass on cost increases to our
customers and we are unsuccessful in alternatively managing our exposure to the effects of
raw material price fluctuations, our financial condition, results of operations and/or prospects
could be materially adversely affected.
We are dependent on a constant supply of good genetics.
The quality of our livestock depends initially on the supply of good genetics. There are limited
suppliers of such genetics and we may not always be able to obtain such genetics on terms
acceptable to us, or at all.
We are the sole importer into Indonesia of high-grade Indian River breed broiler from Aviagen
Inc., a U.S.-based poultry breeding company. Pursuant to our contracts with Aviagen, we
have the rights to sell and distribute Indian River breeds of DOC in Indonesia and in other
countries approved by Aviagen (including Vietnam, Myanmar and India). We import
grandparent stock for our layer hens from Lohmann Tierzucht.
We have also set up Japfa Hypor Genetics Company Limited (Japfa Hypor)1, a joint
venture with Hypor B.V., a global swine genetics company (Hypor), in Vietnam, and we
depend on Hypor to supply us with swine genetics for the production of a high performance
breed of pigs. We sell our specially formulated swine feed and high performance breed of
pigs to farmers in Vietnam. Please see Corporate Structure and OwnershipCertain
Commercial Arrangements relating to our SubsidiariesJapfa Hypor Joint Venture
Agreement.
While we have good and long working relationships with our suppliers for genetics, there can
be no assurance that we will be successful in negotiating our contracts with them in the
1
Currently 85.0% held by JCLA and 15.0% held by Hypor. Please also see Corporate Structure and OwnershipCertain
Commercial Arrangements Relating to our SubsidiariesJapfa Hypor Joint Venture Agreement.
26
future. Such suppliers may offer terms that are not commercially attractive to us or may
terminate the contracts or refuse to renew. In the event of a supply failure or the cessation of
our relationship with such suppliers, it may not be possible for us to source an alternative
supplier of high grade genetics in a timely manner or at all. In addition, we have invested
significantly in research and development, including development of complementary feed
products which may not be tailored to alternative breeds developed from genetics of other
suppliers. This may result in additional costs being incurred to redevelop complementary feed
products for alternative breeds developed from genetics of other suppliers. Any termination or
interruption of our supply relationship with suppliers of our genetics could have a material
We are exposed to product safety and quality-related risks that may harm our business
and reputation and subject us to product liability claims and/or regulatory action.
Product safety and quality is critical to our business and we rely heavily on our quality control
systems to ensure the safety and quality of our products. See Business for more details on
our quality control systems. While we believe that our quality control systems function
properly and we routinely inspect the safety and quality of products prior to their being
delivered to our customers, we cannot assure you that failures in our quality control systems
will not occur in the future. Such failures may occur due to technical malfunctions, including of
the instruments used to measure feed quality, chemical residue of feed, raw milk quality and
veterinary drug residue or through negligence or misconduct occurring during the production
or operating process which results in product contamination. Our safety and quality inspection
systems may not always be able to detect any such contamination or quality-related issues.
Contamination and quality-related issues may also result from residues introduced during the
storage, handling and transportation phases. Any such contamination or quality related issues
could cause us to suffer from monetary losses through product liability claims or penalties
assessed by government agencies or result in damage to our reputation, which would in turn
materially adversely affect our business, financial condition, results of operations and/or
prospects.
Our products (including raw milk and poultry) are also processed and handled by other third
party downstream manufacturers. If those downstream products are contaminated, and if the
contamination is ultimately traced back to our products, we could be subject to product liability
claims by individuals for damages, including, among other things, claims for medical
expenses, disability and even wrongful death and penalties assessed by government
agencies. In addition, our sales could be affected even if any contaminated downstream
products cannot be traced back to us, if such contaminated products cause any of our
customers to suffer reputational harm and lost sales, as this in turn could reduce demand for
our products.
We could be adversely affected if consumers lose confidence in the safety and quality of the
food supply chain. These concerns could cause shoppers to avoid purchasing certain
products from us, or to seek alternative sources of supply for their food needs, even if the
basis for the concern is not valid and/or is outside of our control. Adverse publicity about
these types of concerns, whether or not valid, could discourage consumers from buying our
products and any lost confidence on the part of our customers would be difficult and costly to
re-establish. Any product contamination involving our competitors could also impact the
reputation of the industry as a whole and have a negative effect on our business.
We have been and could in the future be subject to restrictive governmental measures,
such as price or volume controls.
We may from time to time become subject to restrictive governmental policies, such as price
or volume controls, in the jurisdictions in which we operate. In particular, in April 2014, in an
effort to support small holder broiler farmers, the Indonesian government, through the Minister
of Trade of the Republic of Indonesia issued a letter pursuant to its price policy addressed to
leading Indonesian poultry companies, including us, requesting that these companies cap the
27
sales price for their DOCs and limit their production volumes. Specifically, the letter fixed the
maximum price for DOCs at Rp.3,200 per head and asked that producers decrease their
production of broilers and layers by 15%. The terms of the letter were effective for a period of
one month (commencing on April 15, 2014), subject to weekly evaluation as well as any
adjustment from time to time. As at the Latest Practicable Date, the measures that were the
subject of the letter are no longer in force. For details, see Managements Discussion and
Analysis of Financial Condition and Results of OperationsFactors Affecting our Business,
Financial Condition and Results of OperationsRegulatory Environment and Appendix C
RegulationSummary of Relevant Indonesian Laws and RegulationsGeneral Trade.
The capped price of Rp.3,200 per DOC represented a significant discount to our prevailing
sale price for DOCs, which was Rp.4,517 per DOC in 2013.
There can be no assurance that the Indonesian government or the governments in other
jurisdictions in which we operate will not implement similar restrictive measures in the future.
The prolonged continuance of any such restrictive measures could have a material adverse
effect on our business, financial condition and/or results of operations. See also The
interpretation and application of laws and regulations in the jurisdictions in which we operate
involve uncertainty.
Failure to comply with environmental regulations, could harm our operating results,
financial condition and reputation.
We are required to comply with environmental protection, health and safety laws and
regulations. Some of these regulations govern the level of fees payable to government
entities providing environmental protection services and the prescribed standards relating to
the discharge of effluent, or liquid waste. These laws and regulations in the jurisdictions in
which we operate require us to adopt measures to effectively control and properly dispose of
waste gases, waste water, industrial waste, dust and other environmental waste materials.
We produce a certain amount of solid waste and other environmental waste in our breeding,
farming and production processes and are subject to restrictions relating to the discharge of
such waste.
Due to the scale of our operations, it is inevitable that a large quantity of waste and emissions
is produced, some of which require appropriate disposal. Although we have installed or are in
the process of installing treatment systems and have adopted measures to control the
disposal of waste gases, waste water and other environmental waste materials and to reduce
the environmental impact of the discharged waste, there is no assurance that these measures
may be sufficient now or in the future.
In the event that environmental laws, regulations or government policies are amended and
more stringent requirements are imposed on us, we may incur significantly increased costs
and expenses and may need to allocate additional resources to comply with such
requirements.
In the course of our operations, we may have unknowingly emitted pollutants or otherwise
caused environmental damage or may have been in breach of applicable environmental laws
and regulations. Even with careful and regular monitoring, such environmental issues may
continue until they are brought to our attention. Any failures to comply with environmental
laws and regulations may lead to claims, liabilities or the suspension of our operations, and
thereby materially adversely affect our business, financial condition, results of operations
and/or prospects.
If we fail to comply with any of the relevant environmental laws and regulations, depending on
the type and severity of any violation, we may be subject to, among other things, warnings
from relevant authorities, imposition of fines and/or criminal liability, being ordered to close
down our business operations and suspension of relevant permits. As a result, our reputation
28
may be harmed and our business, financial condition, results of operations and/or prospects
could be materially and adversely affected. In addition, because these laws and regulations
are becoming increasingly more stringent worldwide, there can be no assurance that we will
not be required to incur significant costs to comply with such laws and regulations in the
future.
The PRC
As at the Latest Practicable Date, Dongying Japfa (in respect of the beef feedlot in the PRC)
has not submitted its environmental impact assessment report. Dongying Japfa had
commenced construction at the beef feedlot prior to obtaining approval for its environmental
impact assessment reports. Each of DYAA, TAAA, DXAA and DSAA (in respect of Dairy
Farms 1 to 4 respectively) and Dongying Japfa (in respect of the beef feedlot) has not
obtained the official inspection and acceptance opinion from the local environmental
protection authorities as the environmental protection facilities are under construction.
Pollution discharge permits have also not been applied for due to the lack of the
aforementioned opinions.
The relevant regulations stipulate that approval should be obtained for the environmental
impact assessment report prior to construction and operations can only commence after
completing construction of the environmental protection facilities and obtaining the necessary
opinions. However, the four dairy farms and the beef feedlot began operations prior to
obtaining all necessary approvals and opinions. Under the relevant regulations, the
competent authorities may order us to suspend our production and may also impose penalties
of up to RMB100,000 per farm or feedlot for commencing operations without undergoing
inspections. In respect of Dongying Japfas failure to submit its environmental impact
assessment report, the competent environmental authority may order Dongying Japfa to
cease construction and rectify such failure within a specified time. Penalties of up to
RMB200,000 may be imposed for failing to undertake such rectification within the specified
time. Pollution discharge permits have also not been applied for and under the relevant
regulations, orders may be made for corrective measures to be undertaken within a specified
time limit and for a fine of up to RMB50,000 per farm or feedlot. There is no assurance that
the necessary approvals will be obtained in a timely manner or at all. Please see Business
Compliance.
Dairy Farms 1 to 4 accounted for approximately 28.8% of our Groups total net asset value
(the NAV) as at December 31, 2013 and contributed 3.5% and 22.3% of revenue and profit
before tax for the financial year ended December 31, 2013, respectively. Dongying Japfas
beef feedlot accounted for approximately 0.6% of our Groups total NAV as at December 31,
2013 and was not yet revenue generating.
Vietnam
As at the Latest Practicable Date, 42 of the 64 swine and poultry farms operated by Japfa
Comfeed Vietnam Limited Company (JCVN), Japfa Comfeed Long An Limited Company
(JCLA) and Japfa Comfeed Binh Thuan Limited Company (JCBT) have been leased from
lessors who, in breach of their obligations under the respective leases, have not obtained all
environmental licenses and permissions necessary for these farming activities. In addition,
JCLAs feedmill has not obtained a license to discharge waste. The lack of such licenses and
permissions may result in a suspension of the operations of the said farms, which could have
a material adverse effect on the business and financial condition of JCVN or JCLA, as the
case may be. Whilst our Vietnamese subsidiaries have commenced periodic monitoring on
the status of rectification and are working with the relevant lessors to resolve the issues
above by facilitating communication with the local and government authorities (only where
appropriate), there is no assurance that such issues will be resolved in a timely manner or at
all.
29
Our Groups animal protein business in Vietnam contributed 10.6% of our Groups revenue for
the financial year ended December 31, 2013. Please see BusinessComplianceTitles and
Licences Monitoring and Compliance.
Our title and leasehold rights over certain of the land we use may be subject to
significant legal uncertainties and defects.
There is no central title registry for real property in some of the jurisdictions we operate in.
The methods of documentation of land records in these jurisdictions have not been fully
computerized and are generally maintained at state and district level and updated manually
through physical records of all land-related documents and may not be available online for
inspection or updated in a timely manner. This could result in investigations into property
records being time consuming and/or inaccurate, which may impact our ability to rely on
them. In certain instances, there may be a discrepancy between the extent of the areas stated
in the revenue records and the areas stated in the title deeds, and the actual physical area of
some of the lands on which our farms are constructed. The land records are often handwritten and may not be legible, which make it difficult to ascertain the contents of the records.
Further, the land records are often in poor condition and at times untraceable, which impedes
the title investigation process. As a result, the validity of our title or leasehold rights over land
may not be clear or may be in doubt.
The PRC
There is no assurance that the lease contracts entered into by some of our PRC subsidiaries
in respect of approximately 12,367.5 mu of leased cropping land (ancillary to Dairy Farms 1, 2
and 3), and approximately 256.4 mu of farmland (comprising 19.33% of Dairy Farm 2) are
effective, due to incomplete supporting documents evidencing the lessors right to grant us
such leases. In addition, whilst TAAA has sub-leased collectively-owned rural land for Dairy
Farm 2 from the local government for a period of 40 years, this land was sub-leased by the
local government from villagers committees who in turn leased the land from villagers for
periods of between 17 and 40 years. As such, any lease term beyond the original underlying
lease terms between the villagers and the villagers committee may be void and require
renewal. There can be no assurance that the terms of such renewal will be on commercially
acceptable terms to any of the villagers committee, the local government and TAAA. Longterm leasing of collectively-owned rural land is subject to uncertainties, such as termination or
breach by local villagers or committees of the local villages or other relevant parties, which
are not risks associated with state-owned land. If any of the said leases are deemed to be
ineffective, we may be required to identify alternative cropping land and in the case of TAAA,
to relocate to alternative farmland and incur additional costs in doing so.
Some of our land lease contracts in the PRC stipulate a lease term of more than 20 years.
However, any period stipulated in such contract which is in excess of the initial 20-year term,
may be viewed as void under the relevant PRC laws and regulations. Our PRC subsidiaries
may be required to renew such lease contracts after the initial 20-year term has expired. If
such renewal is required, there can be no assurance that the terms of renewal will be
commercially acceptable to us.
Vietnam
JCVN, JCLA and JCBT are also operating an aggregate of 64 swine and poultry farms under
medium term leases of between five to eight years where 39 lessors are in breach of their
obligations under the relevant leases. In respect of 29 of these farms, the lessors have not
duly registered in their name such land use rights in respect of some or all of their land and/or
the leased area is larger than the land area capable of being leased under the relevant land
use right certificate. For the land portion beyond the area specified in the land use right
certificate, the lessor may not have title over such land portion and the assets attached
thereto. In the absence of a duly registered land use right certificate, the leases over the
30
respective lands may be compromised by the rights of any adverse possessors or prior
owners of the lands or other title defects that the lessees may not be aware of. In addition, the
land-use purpose for 20 farms has not yet been amended in the relevant land use right
certificates to reflect the actual purpose (swine farming or poultry farming, as the case may
be) but remain the purpose originally permitted by the State when leasing the relevant lands
to the lessors concerned. The use of land for wrong purposes may expose the lessors to the
risk of the land being confiscated by the State. Whilst these lessors are in the process of
applying to the State for a change in land-use purpose, there is no assurance that such landuse purpose may be changed. 21 farms are leased from lessors who have not been licensed
to lease farms. Under Vietnamese law, lease agreements entered into by such lessors may
be rendered null and void and we may have to source for alternative farms. In addition, in
respect of four farms leased by JCBT, the lessors have mortgaged their land use rights to
lenders. In the event these lessors fail to discharge their respective obligations to the lenders,
the leased land may be foreclosed on by such lenders for enforcement under the relevant
mortgage agreements. Whilst such foreclosure will not extend to the assets of JCBT used on
such leased farms, the leases may be terminated and JCBT may not be able to operate
further from such farms. Whilst our Vietnamese subsidiaries have commenced periodic
monitoring on the status of rectification and are working with the relevant lessors to resolve
the issues above by facilitating communication with the local and government authorities (only
where appropriate), there is no assurance that such issues will be resolved in a timely manner
or at all.
Our Groups animal protein business in Vietnam contributed 10.6% of our Groups revenue for
the financial year ended December 31, 2013.
Please see BusinessComplianceTitles and Licences Monitoring and Compliance.
Indonesia
In Indonesia, the State Land Authority (Badan Pertanahan Nasional) adopts a negative stelsel
system in relation to the land registration process. This means that the land administration
system in Indonesia enables any party to apply for the right on a plot of land by proving
required ownership evidence in the form of a document or witness which has evidentiary
value. Should the measurement process by the State Land Authority and subsequent
verification and identification against the land book maintained by the State Land Authority
show that the right does not overlap with other existing rights, the State Land Authority will
make a public announcement and issue a land ownership decree in relation to such land. In
the event that there is no objection or claim to the designated land, the State Land Authority
will issue the certificate to the applying party. However, even if our Group has registered its
lands and obtained certificates under its name, it does not prevent the land from being
claimed by a third party who may claim to have rights over our Groups lands, as under
Indonesian law the court has no competency to refuse a claim without going through a
hearing process.
We are subject
requirements.
to
applicable
governmental
regulations,
including
licensing
We hold various licenses and permits issued by various government authorities and
regulatory agencies in the countries in which we operate, and such licenses and permits are
essential for the conduct of our business. For more information, see BusinessLicenses
and Appendix CRegulation.
These licenses and permits are generally subject to a variety of conditions which are either
stipulated in the licenses and permits themselves or under the particular legislation and/or
regulations. The continuation of these licenses and permits may be subject to periodic
examinations and/or random inspections by the relevant authorities to ensure that our
premises comply with all relevant regulations of the issuing authority.
31
Any breach or material non-compliance with the regulations of the issuing authorities may
result in suspension, withdrawal or termination or the relevant licenses and permits, financial
penalties or cessation of our operations.
In the ordinary course of business, we are required to undertake the renewal of various
licences and permits. Our operations are generally in emerging market economies where
such renewal processes generally take longer. We cannot guarantee that, upon the expiration
of any of our licenses and permits, we will be able to renew all necessary licenses and
permits in the future in a timely manner or at all or that we will not be subject to suspension,
withdrawal or termination of our licenses and permits. Any failure to secure renewal, or loss,
or a required license or permit, would materially adversely affect our business, financial
condition, results of operations and/or prospects.
We are also in the process of applying for certain new regulatory licenses, approvals and
permits as most new projects commissioned by our Group would require relevant regulatory
approvals. There is no assurance that we will be able to obtain such licenses, approvals and
permits in a timely manner or at all. Certain of our business operations may already have
commenced and/or been operating for an extended period of time without the requisite
licenses, approvals and permits. Please see below and Failure to comply with
environmental regulations, could harm our operating results, financial condition and
reputation. and Our title and leasehold rights over certain of the land we use may be
subject to significant legal uncertainties and defects. Even if we are able to obtain such
licenses, approvals and permits, there is no assurance that the relevant authorities would not
hold us responsible for previous breaches as a result of operating without the relevant
licenses, approvals and permits and we may be subject to various sanctions including
monetary penalties which could materially adversely affect our financial performance and/or
results of operations. In addition, some of our land / farm lease agreements stipulate that the
lessor is responsible for obtaining the requisite licenses and approvals. There is no assurance
that such lessors have obtained the requisite licenses and approvals. In the event the relevant
authorities impose a monetary penalty on us or order us to suspend our operations, this may
prospects.
Vietnam
The investment certificates of JCVN, JCLA and JCBT have not been updated to reflect the
expanded scope of business of these companies. As at the Latest Practicable Date, 60 farms
leased by these companies are located outside the designated locations under the respective
investment certificates. JCVN, JCLA and/or JCBT may be subject to an administrative fine
imposed by the licensing authorities in an amount of between VND5 million to VND7 million
(approximately US$237 to US$332). The authorities also have the power to require JCVN,
JCLA and/or JCBT to cease such non-compliance, which may result in these farm leases
being terminated, resulting in a material adverse effect on our business, financial condition,
results of operations and/or prospects .
Two of JCLAs projects and one of JCBTs projects have been delayed beyond their
respective implementation schedules. Under the laws of Vietnam, the investment certificate of
a project may be withdrawn if such a project is terminated by the competent authority as a
result of being delayed for more than 12 months. A penalty of between VND15 million to
VND20 million (approximately US$711 to US$948) may also be levied in respect of such
delay. If the delay lasts for more than 24 months, the land leased to the relevant project may
also be recovered by the local authorities and the project can no longer be carried on. As at
the Latest Practicable Date, whilst no penalties have been levied or other action taken by the
authorities in respect of these delays, if any of the above occurs, it may result in a material
32
Our dairy business is influenced by a number of factors, some of which are beyond our
control.
The quality of our raw milk and yield of our dairy cows are two important determinants of the
success of our dairy business. Our raw milk quality and yield are influenced by a number of
factors that are beyond our control, including, but not limited to:
feed supply factorsthe volume and quality of milk produced by dairy cows being linked
closely to the nutritional quality of the feed provided;
seasonal factorsdairy cows generally producing more milk in temperate weather than
in extremely cold or hot weather. Extended unseasonal cold or hot weather could
potentially lead to lower than expected raw milk production;
breeding factorsthe genetic quality of a dairy cow having a direct impact on the yield
and quality of milk produced by such dairy cow; and
health factorspotential outbreaks of diseases among our dairy cows and dairy cows
from neighboring farms.
The quality of our dairy cows is an important factor affecting the production of raw milk, which
is in turn dependent on the quality and supply of the Holstein Friesian dairy cows we import
from Australia. If at any time the quality of imported Holstein Friesian dairy cows we purchase
is compromised, the quality and yield of our raw milk may not be sustained at current levels or
improve at the rate we expect in the long term. Furthermore, the quality of our dairy cows has
a direct impact on the protein content and fat content of our raw milk, which in turn could
affect the price at which we can sell our raw milk.
Our animal protein business may be affected by our ability to import / export livestock.
Any unforeseen social, political or economic event in the countries from which we import our
livestock could have a negative effect upon our animal protein businesses. For example, in
Australia, a number of groups staged protests in relation to live exports of cattle which
resulted in a temporary disruption in the supply of live cattle to Indonesia. There is a risk that
such groups could become increasingly active and influence the relevant authorities to make
changes to current regulations and impose more rigorous standards upon the operations of
animal protein companies like us. Protests against live exports of livestock may also generate
negative press about animal protein companies in general.
The Indonesian government has also issued a list of beef cattle prices that are used as a
reference prices for importers and/or exporters of beef cattle (Market Reference Prices). If
the beef cattle prices in the local Indonesian market is below the applicable Market Reference
Prices, the Indonesian government can temporarily suspend the import of beef cattle. These
measures may have a material adverse effect on our ability to import cattle into Indonesia and
there is no assurance that our beef cattle business will be able to grow and/or be sustainable
in the future if such measures are maintained by the Indonesian government. In the event of a
temporary ban on the import of beef cattle into Indonesia, our business, financial condition,
results of operations and/or prospects could be materially adversely affected.
Rising operational costs could materially adversely affect our business, financial
condition, results of operations and prospects.
The emerging market economies in which we operate are especially susceptible to higher
than usual levels of inflation as compared to developed economies. For example, the rate of
inflation in Indonesia and India was in excess of 8% for 2013. Such inflation rates may lead to
unsustainable rising labor and utilities costs, without a corresponding increase in our
productivity and/or revenues.
In the past few financial years, energy prices in Indonesia have risen dramatically, which has
resulted in increased energy-related costs for our feed production activities. We have also
33
experienced a significant increase in labor costs in jurisdictions such as the PRC and
Vietnam. Laws and regulations which facilitate the forming of labor unions, combined with
weak economic conditions, may result in labor unrest and activism. Such labor laws have
increased the amount of severance, service and compensation payments payable to
employees upon termination of employment, and may contribute to rising operational costs
and lower profit margins. If more of our personnel unionize, it may become difficult for us to
maintain flexible labor policies, and may increase our costs and have a material adverse
There can be no assurance that rising labor and utilities costs may not have an increasingly
adverse impact upon our operational costs and materially adversely affect our business,
financial condition, results of operations and/or prospects.
Our insurance coverage may be inadequate.
Our insurance coverage may not adequately protect us from the key risks associated with our
business. We insure our principal assets against risk of physical loss or damage caused by
accident, fire, civil disorder and/or natural disasters. However, we do not have coverage
against losses arising from key risks such as Avian Influenza, as such insurance is not
customary, and is unavailable on commercially reasonable terms in the countries in which we
operate. Insurance for our livestock is not available in several of the countries in which we
operate in and is neither customary nor available in countries such as Indonesia, Vietnam and
India. In addition, there can be no assurance that we will be able to continue to maintain our
existing insurance coverage or obtain insurance policies on economically viable terms. If we
were to suffer a loss that is not adequately covered by insurance, our business, financial
condition, results of operations and prospects could be materially adversely affected. For
more information, see BusinessInsurance.
We may not continue to benefit from favorable government policies.
We have benefited from government policies in certain jurisdictions in which we operate, such
as the PRC, Vietnam and Myanmar. Governments and local authorities have provided us
with, inter alia, preferential tax treatments, subsidies and other assistance such as access to
suitable sites for our operations, and assisted with access to infrastructure required for such
operations. For example, in the PRC, we have received preferential tax treatment and
subsidies as a result of such government policies that assist the dairy industry in order to
promote, among other things, improved industrialization and specialization levels of the
husbandry industry, accelerate the breeding and promotion of fine breeds of livestock and
increase milk yield of milking cows. In Vietnam, we have been granted preferential tax
treatments in respect of JCVN, some of which will expire in the next two years, whilst others
will be stepped-down. For more information, see Appendix CRegulation. If these
government policies change, our business, financial condition, results of operations and/or
prospects could be materially and adversely affected.
We face significant competition in the business segments in which we operate.
We face competition in each of our segments from other producers in the markets in which
we sell our products. In the animal protein segment, our primary competitor is the Charoen
Pokphand Group, which also offers a fully-integrated solution to its customers, and which
currently has a larger market share in the poultry breeding and feed production industries in
several of our key markets. For more information on the key competitors for our various
business segments, see BusinessCompetition. Key factors affecting our competitiveness
include price, product quality, brand identification, breadth of product line, distribution reach
and customer service.
For our dairy segment, we compete with other dairy players in China. Chinas dairy farming
industry, which historically has not been subject to high entry barriers or major restrictions,
34
continues to be extremely fragmented and is largely dominated by individual, small and midscale farms. However, there has been a gradual increase in the number of large-scale farms
in recent years due to the significantly higher efficiency and productivity of farms with scale,
the introduction of more favorable government policies towards such farms in the wake of the
melamine incident in 2008, and a greater focus on the safety and quality of raw milk supplies.
As such, we face competition from other large-scale domestic dairy farming companies who,
like us, produce premium raw milk for the high-end segment of the dairy products industry.
We also face competition from foreign suppliers that sell substitutes to raw milk, such as milk
powders, in the domestic China market. We cannot assure you that we will not be exposed to
increased competition from existing or future market players, some of whom may develop
products that are comparable to or superior in quality to, ours. In addition, if any of our
customers incorporates upstream dairy farming business into its operations, such customer
could cease to source raw milk supplies from us and, moreover, become one of our
competitors.
Further, as part of our integrated poultry and swine operations, we are able to bundle feed
and DOC/swine sales in order to offer an integrated package of services and products to our
farming customers, including technical advice to optimize results, productivity and the
competitive advantages of our customers. While our experience is that we gain a strategic
advantage from the integrated services and solutions that we offer, we cannot guarantee that
our integrated services and products will continue to appeal to present and future customers,
who may move to new or existing competitors who are able to offer similar products and
services more cheaply and individually, as and when required, rather than as part of an
integrated operation.
In addition, the poultry breeding and feed production business is highly competitive. The
poultry industry is still evolving technologically, particularly in relation to biotechnology
improvements in breed selection. The right breed, adjusted to local conditions, can lead to
significantly higher profits for farmers due to lower mortality, better growth rates and better
feed-to-weight conversion ratios. We exclusively use the Indian River breed, a breed which
has been specially tailored for tropical climate conditions, particularly in relation to tolerance
of heat, humidity and resistance to disease. We cannot guarantee that our competitors will not
offer new poultry breeds in the future, for example, as a result of their research and
development activities, that are genetically superior to our breeds and more appealing to
customers. Similarly, in our swine operations in Vietnam, there is no assurance that our
competitors will not be able to produce genetically superior breeds.
As Indonesia is a predominantly Muslim country, it is important that poultry be slaughtered
and maintained in a halal manner in accordance with religious requirements. Due to this and
other factors including import restrictions, imports of poultry products into Indonesia have
historically been relatively low. However, if (i) the import prohibition on chicken parts is
repealed, (ii) the regulation prohibiting chicken imports not certified as halal by the Indonesian
Council of Religious Scholars is amended, or (iii) the removal or reduction of the current 5%
import tariff on whole chickens is implemented, imports of chicken and chicken products
would be likely to increase and would adversely affect our business, financial condition,
results of operations and/or prospects. Foreign governments in markets where we export our
products may also impose quantity restrictions, introduce other non-tariff barriers or impose
higher taxes on imports to protect local producers.
Further, in the consumer food segment, we compete with other branded processed meat
producers. Increased competition may result in price reductions for our products and a loss of
market share and greater volatility in our revenues, which may, in turn, have a material
35
Tax disputes could expose us to liabilities.

On December 6, 2012, PT Japfa submitted a letter to the Indonesian Tax Office requesting
the utilization of net book value on asset transfers in relation to inter alia, the merger of
PT Multibreeder Adirama Indonesia Tbk, PT Multiphala Adiputra and PT Hidon into PT Japfa.
The head of the Indonesian Tax Office issued Decree No. KEP-71/WPJ.19/2013 dated
January 17, 2013 declining the utilization of net book value as the basis of calculation as such
request failed to fulfill the formal requirements under the Regulation of Ministry of Finance
No. 43/PMK.03/2008 dated March 13, 2008 on the utilization of net book value on asset
transfer in relation to merger, amalgamation, or business expansion (Decree).
On February 14, 2013, PT Japfa filed a civil law suit against the Indonesian Tax Office in
respect of the Decree. As at the Latest Practicable Date, the civil law suit is still on-going and
PT Japfa is currently waiting for Tax Court to issue its verdict in relation to the dispute.
In the event PT Japfa loses the civil law suit and has to use market value on the asset
transfer in relation to merger of PT Japfa and PT Multibreeder Adirama Indonesia Tbk, PT
Multiphala Adiputra and PT Hidon as the basis of calculation, PT Japfa may be exposed to
estimated additional tax liabilities of IDR114 billion (S$12.0 million) and a penalty of two per
cent per month on the additional tax liabilities of IDR114 billion, with a maximum capped at
48 per cent, which is calculated from the time the tax liabilities incurred and this may in turn
have a material adverse effect on our Groups consolidated financial position, results of
operations or cash flows.
Our success depends upon our management team and other key personnel, the loss of
any of whom could disrupt our business operations.
We believe that our future success is heavily dependent upon the continued service of our
senior management team who have valuable and long-standing experience in the business in
which we operate and an important depth of understanding of the demands, technicalities and
intricacies of our business and our customers needs. We do not carry key person life insurance
in respect of any of our employees. While we believe we offer competitive terms of
employment, there can be no assurance that we will retain our key management personnel or
that we will be able to attract, train or retain qualified personnel in the future. The loss of key
management personnel (particularly to one of our competitors) may adversely affect the
implementation of our business strategies, which could have a material adverse effect on our
business, financial condition, results of operations and/or prospects.
We have limited long-term contracts in relation to the sale of our products.
Many of our customers in our animal protein segment operate through purchase orders or
short-term contracts. Some of these farmers are unwilling to enter into long-term contracts,
preferring the flexibility offered by short-term contractual arrangements. Within our beef cattle
business, we either send our cattle to wet markets for sale to distributors, or to our abattoir for
processing into beef products. Within our aquaculture operations, most of the aquafeed that
we currently produce is sold directly to local farmers and independent distributors located
throughout Indonesia. As many of our arrangements with our customers and suppliers are
short-term, there can be no assurance that any or all of our suppliers or customers will
continue to do business with us in the future. Although we aim to renew contracts as they
expire, there can be no assurance that our suppliers and customers will not seek more
favorable terms from one or more of our competitors. If we are unable to renew our contracts
with our suppliers or customers, our business, financial condition, results of operations and/or
prospects could be materially adversely affected.
36
Changes in consumer preferences away from our products could materially and
adversely affect us.
Changes in consumer preferences away from our products or negative publicity regarding
consumption of any of our products (for example, consumption of poultry) may reduce the
demand for our products. Consumer preferences for dairy, animal protein or consumer food
products can change for many reasons including changes in nutritional standards, health
advisories and general economic conditions.
Further, we are engaged in the production and sale of premium raw milk in China and dairy
products in Indonesia, Singapore, Hong Kong, Malaysia, the Philippines and Brunei. If the
consumers in these countries no longer consume large quantities of dairy products that are
manufactured using premium raw milk, the demand for our raw milk could diminish, which
would in turn adversely affect our business and results of operations. In addition, in the event
that there is any outbreak of animal disease affecting cows in Indonesia and/or China,
consumer confidence and interest in dairy products may be affected, which would in turn
prospects.
Our growth strategy subjects us to various risks.
We plan to pursue a growth strategy that includes expanding our dairy and animal protein
businesses and further investing in our consumer food brands. Our growth strategies include
organic growth through the construction of new facilities as well as increasing our
manufacturing and production capacities and expanding our distribution capabilities. Risks
relating to our growth strategy include the following:
we may face competition to acquire land for expansion opportunities;
we may face increased costs, supply difficulties and competition in obtaining raw
materials for our operations;
we may not be able to hire and retain workers necessary for our expanded operations or
may have to pay higher wages for these workers than we expect; and
unforeseen circumstances and problems relating to our expansion projects may distract
our management from focusing on our existing operations.
We cannot assure you that we will be able to identify, acquire, or profitably manage our
expanded businesses without incurring substantial costs, or that we will not face delays or
other operational or financial difficulties in doing so.
We have substantial indebtedness and may be unable to satisfy certain covenants
under our senior notes or other debt facilities, which could materially and adversely
affect our business, financial condition and/or results of operations.
As of March 31, 2014, our combined borrowings amounted to approximately US$1,065.2
million. For details, see Material Indebtedness.
Our high levels of indebtedness could have several important consequences, including, but
not limited to, the following:
we may be required to dedicate a portion of our cash flow toward repayment of our
existing debt, which will reduce the availability of our cash flow to fund working capital,
capital expenditures and other general corporate requirements;
our ability to obtain additional financing in the future may be adversely affected;
37
there could be a material adverse effect on our business, financial condition and/or
results of operations if we are unable to service our indebtedness or to comply with
covenants relating to such indebtedness or otherwise default on such indebtedness; and
we may be more vulnerable to economic downturns, may be limited in our ability to

withstand competitive pressures and may have reduced flexibility in responding to
changing business, regulatory and economic conditions.
On May 2, 2013, Comfeed Finance B.V., a wholly owned subsidiary of PT Japfa, issued
senior notes denominated in US dollars with a nominal value of US$225 million due 2018 (the
Notes). The Notes bear interest at 6.0% per annum and are unconditionally and irrevocably
guaranteed by PT Japfa and certain of its subsidiaries. Pursuant to the terms of the Notes,
PT Japfa and its subsidiaries are subject to certain financial and other covenants. Among
other things, these covenants limit PT Japfas (and, where applicable, its subsidiaries) ability
to:
pay dividends, unless such dividend payments do not exceed 50% of PT Japfas
consolidated net income and meet certain other conditions;
repurchase shares of capital stock of PT Japfa or its subsidiaries and make certain other
restricted payments;
incur additional indebtedness;
issue preferred stock;
sell the capital stock of PT Japfas subsidiaries or, in the case of PT Japfas subsidiaries,
issue additional capital stock;
sell, transfer or otherwise dispose of assets;
merge or enter into an amalgamation of business with another entity;
enter into transactions with related parties (which could constitute interested person
transactions for the purposes of Chapter 9 of the Listing Manual) unless such relatedparty transactions (as they are defined in the covenant) are entered into on terms that
are fair and reasonable and that are no less favorable to PT Japfa (and, where
applicable, its subsidiaries) than those that would have been obtained in a comparable
arms-length transaction with an unrelated party;
incur liens;
enter into sale and leaseback transactions; and
engage in other businesses.
As of March 31, 2014, US$225 million was outstanding on the Notes.

Our other financing arrangements also contain certain financial and other covenants,
including requiring the consent of lenders prior to declaring dividends or in certain instances
where there is a change in control or shareholding. See also Material Indebtedness. These
debt obligations are secured by a combination of security interests over our assets and
pledges over the shares of certain of our subsidiaries. If we are unable to service or repay our
indebtedness as scheduled, our creditors could take possession of these assets or shares.
Any of the foregoing could have a material adverse effect on our business, prospects,
financial condition and/or results of operations.
38
We may require additional capital in the future in order to continue to grow our
business, which may not be available on favorable terms or at all.
Our ability to grow our business and maintain our market shares in the segments in which we
operate, through the expansion of our operations and production capabilities, is dependent on
our ability to raise additional funds to implement our business strategy or to refinance our
existing debt or for working capital. There can be no assurance that such funds will be
available on favorable terms or at all. Additional debt financing may increase our financing
costs and reduce our profitability. Our financing agreements may contain terms and
conditions that may restrict our freedom to operate and manage our business, such as terms
and conditions that require us to maintain certain pre-set debt service coverage ratios and
leverage ratios and require us to use our assets, including our cash balances, as collateral for
our indebtedness. If we are unable to raise additional funds on favorable terms or at all as
and when required, our business, financial condition, results of operations and/or prospects
could be materially adversely affected.
We may encounter difficulties in projects being developed in conjunction with
business partners or held by joint venture project companies.
On occasion, we enter into joint ventures or other arrangements with other parties as part of
our business. We currently have business ventures with third parties, including Black River
Capital Partners Fund (Food) LP (BR Fund 1) and Black River CPF (Food AustAsia CoInvestment) LP (BR Co-Fund 1, and together with BR Fund 1, the BR Group) (in respect
of AIH), Hypor (in respect of Japfa Hypor) and Aviagen (in respect of Central India Poultry
Breeders). The BR Group is managed by Black River Asset Management LLC (a subsidiary
of Cargill Inc., an unrelated third party). We expect to continue collaborating with these and
other third parties in the future. The success of these joint ventures depends significantly on
our good relationship with our joint venture partners and their satisfactory fulfillment of their
obligations. Typically, our joint venture partners contribute to our business ventures in the
form of capital contributions (such as the BR Group in respect of our dairy business) or
proprietary intellectual property (such as Hypor and Aviagen in respect of animal genetics).
See Corporate Structure and Ownership.
Joint ventures involve special risks. Our joint venture partners may:
have economic or business interests or goals that are inconsistent with ours;
take actions or omit to take actions contrary to our instructions, policies or objectives or
in violation of good corporate governance practices or the law;
be unable or unwilling to fulfill their obligations under the relevant joint venture
agreements;
have disputes with us that arise out of the joint venture; or
have financial difficulties.
Depending on the extent of our interest in these joint ventures, we may not be able to control
or direct the actions of the joint venture and may need the cooperation and consent of our
partners to operate joint ventures; such consent may not always be forthcoming. For
example, the shareholders agreement for AIH requires prior concurrence between us and the
Black River funds on certain matters, such as capital expenditures, acquisitions and disposals
and the annual operating budget and business plan.
Any disagreement we may have with our joint venture partners may lead to an operational
deadlock, which could adversely affect the timing and completion of our projects. We cannot
assure you that we will be able to resolve such disagreements in a manner that will be in our
best interests, or at all, which could have an adverse effect on our business, financial
condition, results of operations and/or prospects.
39
Our unrealized fair value gains or losses on biological assets may fluctuate from
period to period, are non-cash in nature and are derived from many assumptions, and
may materially adversely affect our financial results.
Our livestock are valued at fair value less costs to sell. The fair value of livestock is
determined based on either (i) the market prices as of the end of each reporting period
adjusted with reference to the age and cost of the dairy cows, breeding cattle and swine to
reflect differences in characteristics and stages of growth of the livestock, or (ii) the present
value of expected net cash flows from the livestock discounted at a current market rate,
where market prices are unavailable.
Any changes in the estimates may affect the fair value of our livestock significantly. Upward
adjustments do not generate any cash inflow for our operations. In addition, increases in
interest rates globally or in the jurisdictions we mainly operate in may impact the discount rate
used for deriving the present value of the biological assets, which in turn may negatively
affect the fair value of our livestock. As a result, our unrealized fair value gains or losses on
biological assets may fluctuate from period to period. For the years ended December 31,
2011, 2012 and 2013 and the three months ended March 31, 2014, we had increases in fair
value of biological assets of US$7.5 million, US$6.6 million, US$6.3 million and
US$2.4 million, respectively.
Our unrealized fair value gains/losses on biological assets are also derived from many
assumptions. The principal valuation assumptions that we have adopted in applying the net
present value approach involve factors such as the culling rates of milking cows in their
various lactation cycles, the quality of dairy cows, breeding cattle and swine, the discount rate
and the expected average selling prices of raw milk, all of which are factors over which we
may not have full control. For further information, see Managements Discussion and
Analysis of Financial Condition and Results of Operations.
RISKS RELATED TO THE JURISDICTIONS IN WHICH WE OPERATE
Natural disasters and adverse weather in certain of the countries in which we operate
could disrupt the economy of such countries and our business.
Our operations, including our dairy farming, milk processing, breeding, commercial farming
and the transport and other logistics on which we are dependent may be adversely affected
and severely disrupted by climatic or geophysical conditions. Natural disasters or adverse
conditions may occur in those geographical areas in which we operate, including severe
weather, tsunamis, cyclones, tropical storms, earthquakes, floods, volcanic eruptions,
excessive rainfall and droughts as well as power outages or other events beyond our control.
In recent years, several particularly destructive natural disasters have occurred in the
countries in which we operate. Examples of these natural disasters include an underwater
earthquake that struck off the coast of Sumatra in December 2004, which caused a tsunami
that in turn caused widespread devastation in Indonesia and other Southeast Asian countries,
Cyclone Nargis which made landfall in Myanmar in May 2008, and several major earthquakes
in China in 2008 and 2013 and in Indonesia in 2009. In particular, Indonesia is located in the
convergence zone of three major lithospheric plates and is subject to significant seismic
activity that can lead to destructive earthquakes and tsunamis, or tidal waves. A significant
earthquake or other geological disturbance or natural disaster in more populated cities and
financial centers could severely disrupt that countrys economy and undermine investor
confidence and have a material adverse effect on our business, results of operations,
financial condition and/or prospects.
Adverse and severe weather conditions may also have an impact on our dairy farming,
breeding and commercial farming operations. For example, we use the Indian River breed of
DOC, a breed which has been specially tailored for tropical climate conditions, particularly in
relation to tolerance of heat and humidity. Any change in the climate may reduce the size,
40
quality, quantity and mortality of our chickens, and affect the price and demand for our
chickens and the chicken products we sell. Our Holstein Friesian dairy cows perform better in
cooler climates such as those in our farms in Shandong province in the PRC and our Gunung
Kawi farm in Malang, East Java, Indonesia. In the event heat stress is placed on our Holstein
Friesian dairy cows, yield and quality of raw milk could be affected, which may affect the price
and demand of our raw milk and processed milk products, as well as the profit margins of our
dairy business.
Labor laws in the countries in which we conduct a significant portion of our business
may affect our business, financial condition, results of operations and/or prospects.
Indonesia
Laws and regulations which facilitate the forming of labor unions, combined with weak
economic conditions, have resulted and may continue to result in labor unrest and activism in
Indonesia. In 2000, the Government issued Law No. 21 of 2000 on Labor Union (the Labor
Union Law). The Labor Union Law permits employees to form unions without employer
intervention. In March 2003, the Government enacted Law No. 13 of 2003 on Labor (the
Labor Law) which, among other things, increased the amount of severance, service and
compensation payments payable to employees upon termination of employment. If only one
labor union exists in a company, the Labor Law requires further implementation of regulations
that may substantively affect labor relations in Indonesia. The Labor Law requires bipartite
forums with participation from employers and employees and the participation of more than
50.0% of the employees of a company in order for a collective labor agreement to be
negotiated and creates procedures that are more permissive to the staging of strikes. Under
the Labor Law, employees who voluntarily resign are also entitled to payments for, among
other things, unclaimed annual leave and relocation expenses. Following the enactment,
several labor unions urged the Indonesian Constitutional Court to declare certain provisions of
the Labor Law unconstitutional and order the Government to revoke those provisions. The
Indonesian Constitutional Court declared the Labor Law valid except for certain provisions,
including relating to the right of an employer to terminate its employee who committed a
serious mistake and criminal sanctions against an employee who instigates or participates in
an illegal labor strike.
Labor unrest and activism in Indonesia could disrupt our Indonesian operations and could
affect the financial condition of Indonesian companies (including our Indonesian subsidiaries)
in general, depressing the stock prices of companies with operations in Indonesia or other
stock exchanges and the value of the Indonesian Rupiah relative to other currencies. Such
events could materially and adversely affect our business, financial condition, results of
operations and prospects.
In addition, any national or regional inflation of wages will directly and indirectly increase
operating costs and thus lead to a decrease in its profit margin.
The PRC
On June 29, 2007, the Standing Committee of the National Peoples Congress of China
enacted the Labor Contract Law, which became effective on January 1, 2008 and was
amended on December 28, 2012. The Labor Contract Law introduces specific provisions
related to fixed-term employment contracts, part-time employment, probation, consultation
with labor union and employee assemblies, employment without a written contract, dismissal
of employees, severance and collective bargaining, which together represent enhanced
enforcement of labor laws and regulations. According to the Labor Contract Law, an employer
is obliged to sign an unlimited-term labor contract with any employee who has worked for the
employer for ten consecutive years. Further, if an employee requests or agrees to renew a
fixed-term labor contract that has already been entered into twice consecutively, the resulting
contract must have an unlimited term, with certain exceptions. The employer must also pay
41
severance to an employee in nearly all instances where a labor contract, including a contract
with an unlimited term, is terminated or expires. In addition, the government has continued to
introduce various new labor-related regulations after the Labor Contract Law. Among other
things, new annual leave requirements mandate that annual leave ranging from five to 15
days is available to nearly all employees and further require that the employer compensate an
employee for any annual leave days the employee is unable to take in the amount of three
times his daily salary, subject to certain exceptions. As a result of these new measures
designed to enhance labor protection, our labor costs are expected to increase and we
cannot assure you that our employment practices do not or will not violate the Labor Contract
Law and other labor-related regulations. If we are subject to severe penalties or incur
significant liabilities in connection with labor disputes or investigations, our business and
results of operations may be materially adversely affected.
Political, economic and social conditions in the countries in which we operate may
adversely affect their economies, which in turn could have a material adverse effect on
our business, financial condition, results of operations and prospects.
Our business, prospects, financial condition and/or results of operations may be adversely
affected by political and social developments that are beyond our control in Indonesia,
Myanmar, the PRC and Vietnam. Such political and social uncertainties include, but are not
limited to, the risks of frequent changes in government and government policy, internal
conflict, nationalism, expropriation, methods of taxation and tax policy, unemployment trends
and other matters that influence continued and stable business operations and consumer
confidence and spending.
Indonesia
In the last two decades, Indonesia has experienced a process of democratic change, resulting
in political and social events that have highlighted the unpredictable nature of Indonesias
changing political landscape. These events have resulted in political instability, as well as
general social and civil unrest on certain occasions in recent years. Separatist movements and
clashes between religious and ethnic groups have resulted in social and civil unrest in parts of
Indonesia. In the provinces of Aceh and Papua (formerly Irian Jaya), there have been
numerous clashes between supporters of those separatist movements and the Indonesian
military. In Papua, continued activity by separatist rebels has led to violent incidents. In the
provinces of Maluku and West Kalimantan, clashes between religious groups and ethnic groups
have produced thousands of casualties and refugees over the past several years. The
Indonesian government has attempted to resolve problems in these troubled regions with
limited success. Political and related social developments in Indonesia have been unpredictable
in the past. There can be no assurance that social and civil disturbances will not occur in the
future or that such social and civil disturbances will not directly or indirectly, materially and
adversely affect our business, financial condition, results of operations and/or prospects.
As a result of the economic crisis in 1997, the Indonesian government has had to rely on the
support of international agencies and governments to prevent sovereign debt defaults.
Indonesia continues to have a large fiscal deficit and a high level of sovereign debt, its foreign
currency reserves are modest, the Rupiah continues to be volatile and has poor liquidity, and
the banking sector is weak and suffers from high levels of non-performing loans. Government
funding requirements to areas affected by natural disasters, as well as increasing oil prices,
may increase the governments fiscal deficits. The inflation rate (measured by the year-on-year
change in the consumer price index) remains volatile with an annual inflation rate of 3.8% in
2011, 4.3% in 2012 and 8.4% in 2013. Interest rates in Indonesia have also been volatile in
recent years, which has had a material adverse impact on the ability of many Indonesian
companies to service their existing indebtedness. The economic difficulties Indonesia faced
during the Asian economic crisis that began in 1997 resulted in, among other things, significant
volatility in interest rates, which had a material adverse impact on the ability of many Indonesian
42
companies to service their existing indebtedness. Although the policy rate set by Bank
Indonesia was 7.5% as of July 10, 2014, as compared to a peak of 70.8% in late July 1998 for
one-month Bank Indonesia certificates, there can be no assurance that the recent improvement
in economic conditions will continue or the previous adverse economic condition in Indonesia
and the rest of Asia will not occur in the future. In particular, a loss of investor confidence in the
financial systems of emerging and other markets, or other factors, may cause increased
volatility in the international and Indonesian financial markets and inhibit or reverse the growth
of the global economy and the Indonesian economy.
The PRC
The economy of the PRC differs from the economies of most developed countries in a
number of respects, including the extent of government involvement, level of development,
growth rate and control of foreign exchange. Before its adoption of reform and open door
policies beginning in 1978, the PRC was primarily a planned economy. Since then, the PRC
government has been reforming the PRC economic system, and has also begun reforming
the government structure in recent years.
These reforms have resulted in significant economic growth and social progress. Although the
PRC government still owns a significant portion of the productive assets in the PRC,
economic reform policies since the late 1970s have emphasized autonomous enterprises and
the utilization of market mechanisms, especially where these policies apply to businesses
such as ours. Although we believe these reforms will have a positive effect on our overall and
long-term development, we cannot predict whether changes in the PRCs political, economic
and social conditions, laws, regulations and policies will have any adverse effect on our future
business, results or financial condition.
Our ability to continue to expand our business is dependent on a number of factors, including
general economic and capital market conditions and credit availability from banks or other
lenders. Recently, the PRC government articulated a need to contain the build-up of a
property bubble and may tighten its bank lending policies, including increasing interest rates
on bank loans and deposits and tightening the money supply to control growth in lending.
Stricter lending policies may, among other things, affect our and our customers ability to
obtain financing which may in turn adversely affect our growth and financial condition. We
cannot give any assurances that further measures to control growth in lending will not be
implemented in a manner that may adversely affect our growth and profitability over time.
In addition, the global economic recession and market volatility that persisted in the past two
years may continue and therefore we may not be able to sustain the growth rate we have
historically achieved.
Myanmar
Myanmar is experiencing major political and socio-economic reform following decades of
military rule. This series of reforms includes the release of long-time political prisoners and
the opening up of the country to foreign investment. There can be no assurance that
Myanmar will continue with its political and socio-economic reform policy and any return to
military rule and possible consequential political and economic sanctions on Myanmar may
adversely affect our business, financial condition, results of operations and/or prospects. In
addition, in recent years, there have been several deadly conflicts in Myanmar in the northern
Rakhine State between the Rohingya Muslims and Rakhine Buddhists. The conflict has led to
the displacement of thousands of people and there can be no assurance that such violence
and conflict will not occur in the future or that such social and civil disturbances will not
directly or indirectly, materially and adversely affect our business, financial condition, results
of operations and/or prospects.
43
We conduct a large portion of our operations in emerging and developing markets

which may be more vulnerable to liquidity and credit risks.
The disruptions experienced in the international and domestic capital markets have led to
reduced liquidity and increased credit risk premiums for certain market participants and have
resulted in a reduction of available financing. Companies located in countries with emerging
markets, such as those in which we operate, may be particularly susceptible to these
disruptions and reductions in the availability of credit or increases in financing costs, which
could result in them experiencing financial difficulty. In addition, the availability of credit to
entities operating within the emerging and developing markets is significantly influenced by
levels of investor confidence in such markets as a whole and as such any factors that impact
market confidence including a decrease in credit ratings, state or central bank intervention in
a market or terrorist activity and conflict, could affect the price or availability of funding for
entities within any of these markets. There can be no assurance that there will be continued
funding for our entities within these markets or that such lack of funding will not directly or
indirectly, materially and adversely affect our business, financial condition, results of
operations and/or prospects.
Since the global economic crisis in 2008, certain emerging market economies have been, and
may continue to be, adversely affected by market downturns and economic slowdowns
elsewhere in the world. As has happened in the past, financial problems outside countries
with emerging or developing economies, or an increase in the perceived risks associated with
investing in such economies could dampen foreign investment in and adversely affect the
economies of these countries. Investments in the emerging markets in which we are present
and do business, are therefore subject to greater risks than in more developed markets,
including in some cases significant legal, fiscal, economic and political risks. Accordingly,
investors should exercise particular care in evaluating the risks involved in an investment in
us and must decide for themselves whether, in the light of those risks, their investment is
appropriate.
The countries in which we operate may suffer from governmental or business
corruption.
We operate and conduct business in countries which some perceive as having potentially
more corrupt governmental and business environments compared to certain developed
countries. Corrupt action against us could have a material adverse effect on our business,
results of operations or financial condition. It may not be possible for us to detect or prevent
every instance of fraud, bribery and corruption in every jurisdiction in which our employees,
agents, subcontractors or joint-venture partners are located. We may therefore be subject to
civil and criminal penalties and to reputational damage. Instances of fraud, bribery and
corruption, and violations of laws and regulations in the jurisdictions in which we operate,
could have a material adverse effect on our business, results of operations, financial condition
and prospects. Please see BusinessComplianceAnti-Corruption Policy.
Some of the areas in which we operate lack physical infrastructure or contain physical
infrastructure in poor condition.
Physical infrastructure in some of the countries we operate in may be obsolete or non-existent
or inadequately funded and maintained. Further deterioration of the physical infrastructure in
the areas where we operate may disrupt the transportation of goods and supplies, increase
operational costs of doing business in these areas and generally interrupt business
operations, any or all of which could have a material adverse effect on our business, results of
operations, financial condition and/or prospects.
44
The interpretation and application of laws and regulations in the jurisdictions in which
we operate involve uncertainty.
The courts in the jurisdictions in which we operate may offer less certainty as to the judicial
outcome or a more protracted judicial process than is the case in more established
economies. Businesses can become involved in lengthy court cases over simple issues when
rulings are not clearly defined, and the poor drafting of laws and excessive delays in the legal
process for resolving issues or disputes compound such problems. Accordingly, we could
face risks such as (i) effective legal redress in the courts of such jurisdictions being more
difficult to obtain, whether in respect of a breach of law or regulation, or in an ownership
dispute, (ii) a higher degree of discretion on the part of governmental authorities and therefore
less certainty, (iii) the lack of judicial or administrative guidance on interpreting applicable
rules and regulations, (iv) inconsistencies or conflicts between and within various laws,
regulations, decrees, orders and resolutions, or (v) relative inexperience or unpredictability of
the judiciary and courts in such matters.
Enforcement of laws in some of the jurisdictions in which we operate may depend on and be
subject to the interpretation placed upon such laws by the relevant local authority, and such
authority may adopt an interpretation of an aspect of local law which differs from the advice
that has been given to us by local lawyers or even previously by the relevant local authority
itself. Furthermore, there is limited or no relevant case law providing guidance on how courts
would interpret such laws and the application of such laws to our contracts, joint operations,
licenses, license applications or other arrangements.
While we are not aware of any current specific instance of uncertainty in the interpretation and
applications of laws and regulations that would materially affect our Groups business and/or
financial position, there can be no assurance that there will be no unfavorable interpretation or
application of the laws in the jurisdictions in which we operate or that such interpretation or
application will not adversely affect our contracts, joint operations, licenses, license
applications or other legal arrangements. In certain jurisdictions, the commitment of local
businesses, government officials and agencies and the judicial system to abide by legal
requirements and negotiated agreements may be less certain and more susceptible to
revision or cancellation, and legal redress may be uncertain or delayed. If the existing body of
laws and regulations in the countries in which we operate are interpreted or applied, or
relevant discretions exercised, in an inconsistent manner by the courts or applicable
regulatory bodies, this could result in ambiguities, inconsistencies and anomalies in the
enforcement of such laws and regulations, which in turn could hinder our long-term planning
efforts and may create uncertainties in our operating environment.
The PRC
A substantial part of our dairy segment operations is conducted in the PRC and is governed
by PRC laws, rules and regulations. The PRC legal system is based on written statutes and
their interpretation by the Supreme Peoples Court. Prior court decisions may be cited for
reference, but have limited weight as precedents. Since the late 1970s, the PRC government
has significantly enhanced the PRC legislation and regulations to provide protection to
various forms of foreign investments in the PRC. However, the PRC has not developed a
fully-integrated legal system, and recently-enacted laws and regulations may not sufficiently
cover all aspects of economic activity in the PRC. As many of these laws, rules and
regulations are relatively new, and because of the limited volume of published decisions, the
interpretation and enforcement of these laws, rules and regulations involve uncertainties and
may not be as consistent and predictable as in other jurisdictions. In addition, the PRC legal
system is based in part on government policies and administrative rules that may have a
retroactive effect. As a result, we may not be aware of our violations of these policies and
rules until some time after the violation. Furthermore, the legal protection available to us
under these laws, rules and regulations may be limited. Any litigation or regulatory
45
enforcement action in the PRC may be protracted and may result in substantial costs and the
diversion of resources and management attention.
Vietnam
The legal and regulatory framework in Vietnam is not as developed as in other more mature
economies. Furthermore, policy changes and interpretations of applicable laws can produce
unexpected consequences which could have a material adverse effect on domestic business
operators. Vietnam experienced severe hyperinflation and related economic difficulties in the
1980s resulting in the Vietnamese government adopting the doi moi comprehensive reform
program in 1986. The laws and regulatory apparatus affecting the economy and regulating
commercial and business activities have been developing since the doi moi policy and are in
a relatively early stage of development. As Vietnams legal system develops, it is expected
that inconsistencies and uncertainties in laws and regulations will be addressed as new laws
are interpreted and refined and older laws are repealed or updated. As such, it is difficult to
predict when Vietnams legal system will obtain the level of certainty and predictability
applicable in other jurisdictions that have a legal system that is more developed. Furthermore,
recognition and enforcement of legal rights through Vietnam courts, arbitration centres and
administrative agencies in the event of dispute is uncertain.
Terrorist attacks and terrorist activities and certain destabilizing events have led to
substantial and continuing economic and social volatility, which may materially and
adversely affect our business and/or property.
In Indonesia during the last ten years there have been numerous bombing incidents directed
towards the Indonesian government and foreign governments and public and commercial
buildings frequented by foreigners, including the Jakarta Stock Exchange Building and
Jakartas Soekarno-Hatta International Airport. There have also been other high profile
bombings in Bali in October 2002 and October 2005 and at the JW Marriott Hotel in Jakarta in
August 2003 and the JW Marriott Hotel and Ritz-Carlton Hotel in Jakarta in July 2009.
There have also been numerous bombing incidents across India in the last ten years,
including the 2006 Mumbai train bombings and at the Delhi High Court in 2011. A coordinated
series of attacks also took place in Mumbai in 2008, targeting high profile locations including
the Oberoi Trident and the Taj Mahal Palace & Tower.
In March 2014, a group of knife-wielding attackers stabbed people to death at a train station
in Kunming in the PRC.
Such terrorist activities could destabilize these countries and increase internal divisions
between their people. While in response to these terrorist attacks, the various governments
have institutionalized certain security improvements and undertaken certain legal reforms
which seek to better implement anti-terrorism measures and some suspected key terrorist
figures have been arrested and tried, there can be no assurance that further terrorist acts will
not occur in the future. Future acts of terrorism, violent acts and adverse political
developments may have a material adverse effect on us, our business, financial condition,
results of operations and/or prospects.
Domestic, regional or global economic changes may adversely affect our business.
The global economic crisis that began in 2008 has resulted in the global financial markets
experiencing significant turbulence originating from the liquidity shortfalls in the U.S. credit
and sub-prime residential mortgage markets, which have caused liquidity problems resulting
in bankruptcy for many institutions, and unprecedented major government bailout packages
for banks and other institutions. Any further government intervention, restrictions or regulation
could have a material adverse effect on our business, financial performance, results of
operations and prospects. The global economic crisis has also resulted in a shortage in the
46
availability of credit, a reduction in foreign direct investment, the failure of global financial
institutions, a drop in the value of global stock markets, a slowdown in global economic
growth and a drop in demand for certain commodities.
This economic situation is further exacerbated by the recent debt crises in the Eurozone
(namely in Greece, Portugal, Spain, Ireland and Italy) and the potential impact of these crises
on the rest of Europe and the world. The global financial markets have also recently
experienced volatility as a result of the downgrade of U.S. sovereign debt and concerns over
the debt crises in the Eurozone. Uncertainty over the outcome of the U.S. and Eurozone
governments financial support and quantitative easing programs and worries about sovereign
finances generally are ongoing. It is difficult to predict the extent to which global markets are
affected by these conditions and the extent and nature of such effects on our markets,
products and business. Any prolonged downturn in general economic conditions would
present risks for our business, such as a potential slowdown in our sales to customers.
Although there are signs that the financial markets and economies in Singapore, Asia and the
global economy may be improving, whether a full and sustainable recovery will occur, and the
pace of the recovery, if any, or whether the global economy or parts of it will relapse into
recessionary conditions, remains uncertain. Any adverse economic developments in the
markets that we operate in or that have an indirect impact on the demand for our products
and our business could have material and adverse effects on our business, results of
operations, financial performance and prospects. In addition, the general lack of available
credit and lack of confidence in the financial markets associated with any market downturn
could adversely affect our access to capital as well as our suppliers and customers access to
capital, which in turn could adversely affect our ability to fund our working capital
requirements and capital expenditures.
Any limitations on the ability of our subsidiaries to pay dividends to us could have a
material adverse effect on our ability to conduct our business.
We are a holding company incorporated in Singapore and operate a significant part of our
businesses through our operating subsidiaries in Indonesia, the PRC, Vietnam, India and
Myanmar. Therefore, the availability of funds to pay dividends to our Shareholders depends
upon dividends received from these subsidiaries. If our subsidiaries incur debts or losses,
such indebtedness or loss may impair their ability to pay dividends or other distributions to us.
As a result, our ability to pay dividends to our Shareholders will be restricted. Local laws and
regulations have differing requirements and restrictions on the ability of a company to pay
dividends to its shareholders.
The PRC
The principal laws and regulations governing distributions of dividends of foreign holding
companies include the PRC Company Law (
), the Foreign Investment
Enterprise Law (
) and the Administrative Rules under the Foreign
Investment Enterprise Law (
).
Under these laws and regulations, the Companys PRC subsidiaries, as wholly foreigninvested enterprises in China (WFOE), may pay dividends only out of their accumulated
after-tax profits, if any, determined based on PRC accounting principles, which differ in many
aspects from generally accepted accounting principles in other jurisdictions, including
International Financial Reporting Standards. The PRC laws and regulations also require
WFOEs to set aside at least 10% of their accumulated profits each year, if any, as statutory
reserve funds, unless such reserves have reached 50% of the registered capital of the
respective WFOE. These statutory reserves are not available for distribution as cash
dividends. Profits of a WFOE shall not be distributed before the losses in the previous
accounting years have been made up. Any undistributed profit for the previous accounting
years may be distributed together with the distributable profit for the current accounting year.
47
In addition, restrictive covenants in bank credit facilities or other agreements that we or our
subsidiaries have entered into or may enter into in the future may also restrict the ability of our
subsidiaries to provide capital or declare dividends to us and our ability to receive
distributions. For instance, under the facility agreement entered between our Groups PRC
dairy farm subsidiaries and (1) Rabobank Nederland Beijing Branch, (2) DBS Bank (China)
Limited, Tianjin Branch and (3) PT Bank Mandiri (Persero) TBK Shanghai Branch on
December 20, 2013, our Groups PRC dairy farm subsidiaries shall not declare, distribute or
make any dividends or payments to their shareholders until the ratio of the combined
Financial Indebtedness (as defined therein) of these subsidiaries to their combined EBITDA is
equal to or lower than 1x. The aforementioned restrictions on the availability and usage of our
major source of funding may impact our ability to pay dividends to our Shareholders. See
Material Indebtedness.
In addition, under the Enterprise Income Tax Law of the PRC (
) and
the Regulation on the Implementation of the Enterprise Income Tax Law of the PRC
(
), which took effect on January 1, 2008, dividends payable
by a foreign-invested enterprise to its foreign corporate investors who are not deemed as a
PRC resident enterprise are subject to a 10% withholding tax, unless such foreign investors
jurisdiction of incorporation has a tax treaty with the PRC that provides for a different
withholding tax arrangement. See Appendix CRegulationSummary of Relevant Chinese
Laws and Regulations. In our case, such withholding tax has historically amounted to 5%, as
a result of tax treaty arrangements.
Vietnam
Circular 186/2010/TT-BTC (Circular 186), issued by Vietnams Ministry of Finance and
which took effect on January 3, 2011, restricts the remittance of profits by our Vietnamese
subsidiaries to our Company. Circular 186 restricts the remittance of profits by companies
established in Vietnam to foreign shareholders to once each calendar year and only if the
Vietnamese company has paid corporate income taxes in Vietnam and has no accumulated
losses. The maximum allowable amount of remittance would be calculated based on the
declared dividends from the total net profits after tax for the particular financial year in the
Vietnamese companys audited financial statements, together with any declared dividends of
previous years which have not been remitted, less the amount of investment that the foreign
investor has committed to re-invest in Vietnam and less any costs or expenses incurred by or
for the foreign parent company which the Vietnamese subsidiary may have paid. The
company or foreign shareholder must file a notice with the tax authorities seven business
days prior to a remittance.
Government control of currency conversion may have a material adverse effect on
your investment.
At present, the RMB, VND, Burmese Kyat and INR are not freely convertible to other foreign
currencies, and conversion and remittance of foreign currencies are subject to the relevant
foreign exchange regulations. Under current PRC laws and regulations, payments of current
account items, including profit distributions may be made in foreign currencies without prior
approval from State Administration of Foreign Exchange (SAFE), but are subject to
procedural requirements including presenting relevant documentary evidence of such
transactions and conducting such transactions at designated foreign exchange banks within
the PRC that have the licenses to carry out foreign exchange business. Strict foreign
exchange control continues to apply to capital account transactions. These transactions must
be approved by or registered with SAFE or a local branch and repayment of loan principal
and investment in negotiable instruments are also subject to restrictions.
Under our current corporate structure, our source of funds will consist of dividend payments
from our subsidiaries in the PRC, Vietnam, Myanmar and India denominated in RMB, VND,
Burmese Kyat and INR respectively. We cannot assure you that we will be able to meet all of
48
our foreign currency obligations or to remit payments out of these countries. If our
subsidiaries in the PRC are unable to obtain SAFE approval to repay loans to our Company,
or if future changes in relevant regulations place restrictions on the ability of the subsidiaries
to remit dividend payments to our Company, our Companys liquidity and ability to satisfy its
third-party payment obligations, and its ability to distribute dividends in respect of the Shares,
could be materially and adversely affected.
Regulation of direct investment and loans by offshore holding companies may delay or
limit us from using the net proceeds from the Offering to make additional capital
contributions or loans to our major overseas subsidiaries.
Any capital contributions or loans that we, as an offshore entity, make to our overseas
subsidiaries, including from the net proceeds from the Offering, may be subject to foreign
direct investment regulations in the respective jurisdictions.
For example, any of our loans to our PRC subsidiaries cannot exceed the difference between
the total amount of investment our PRC subsidiaries are approved to make under relevant
PRC laws and the registered capital of our major PRC subsidiaries, and such loans must be
registered with the local branch of SAFE. In addition, our capital contributions to our major
PRC subsidiaries must be approved by the Ministry of Commerce (MOFCOM) or its local
counterpart. We may also not be able to make long-term loans to our Vietnamese
subsidiaries unless we make additional contributions to the investment capital of these
subsidiaries. Additional contributions require the amendment of the investment certificates of
these subsidiaries and prior approval from the Ministry of Planning and Investment in
Vietnam.
We cannot assure you that we will be able to obtain these approvals on a timely basis, or at
all. If we fail to obtain such approvals, our ability to make equity contributions or provide loans
to our overseas subsidiaries or to fund their operations may be negatively affected, which
may adversely affect our liquidity and ability to fund their working capital and expansion
projects and meet their obligations and commitments and would have a material adverse
RISKS RELATED TO OUR OFFERING AND INVESTMENT IN OUR SHARES
Our Directors and Substantial Shareholders will retain significant control over our
Company after the Offering, which will allow them to influence the outcome of matters
submitted to Shareholders for approval.
Upon the completion of the Offering, our Directors1, Substantial Shareholders and their
associates will beneficially own in aggregate approximately 83.84% of our Companys postOffering issued Shares (assuming the Over-allotment Option is exercised in full). Therefore,
these persons will be able to exercise significant influence over matters requiring
Shareholders approval, including the election of directors and the approval of significant
corporate transactions. If they act together, they will also have veto power with respect to any
shareholder action or approval requiring a majority vote except where they are required by the
rules of the Listing Manual to abstain from voting. Such concentration of ownership may also
have the effect of delaying, preventing or deterring a change in control of our Company, or
otherwise discourage a potential acquirer from attempting to obtain control of our Company
through corporate actions such as merger or takeover attempts notwithstanding that the same
may be synergistic or beneficial to our Group or our Shareholders.
Not including any Reserved Shares allocated to the Directors.
49
Our Shares may not be a suitable investment for all investors.

Each prospective investor in the Offering Shares must determine the suitability of that
investment in light of its own circumstances. In particular, each prospective investor should:
have sufficient knowledge and experience to make a meaningful evaluation of the

Offering Shares, the Company, the merits and risks of investing in the Offering Shares
and the information contained in this Prospectus;
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial situation, an investment in the Offering Shares and the effect the
Offering Shares will have on its overall investment portfolio;
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Offering Shares, including where the currency of the Offering Shares is different from
the prospective investors currency;
understand thoroughly the terms of the Offering Shares; and
be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic and other factors that may affect its investment and its ability to
bear the applicable risks.
Any future sales of our Shares by our Substantial Shareholders following the Offering
could adversely affect our Share price.
Following the Offering, we will have 1,727,470,391 issued Shares, of which 1,055,082,615
and 282,527,085 Shares, or 61.08% and 16.35% of our outstanding Shares, will be owned by
the Scuderia Trust and the Capital Two Trust, respectively (assuming the Over-allotment
Option is not exercised) Our Shares will be traded on the Main Board of the SGX-ST following
listing. For varying periods after the Listing Date, we and certain of our shareholders are
restricted from selling Shares. For more information, see Plan of Distribution.
Any future sale or an increased availability of our Shares may have a downward pressure on
our Share price. The sale of a significant number of Shares in the public market after the
Offering, including by our Controlling Shareholders, or the issuance of further new Shares by
us, or the perception that such sales may occur, could materially affect the market price of our
Shares. These factors also affect our ability to sell additional equity securities at a time and at
a price favorable to us. Except as otherwise described in the section entitled Plan of
DistributionNo Sales of Similar Securities and Lock-up in this Prospectus, there are no
restrictions on the ability of our Substantial Shareholders to dispose of their shareholdings.
There has been no prior market for our Shares.
Prior to the Offering, there has been no public market for our Shares. Although we have
applied for our Shares to be listed on the Main Board of the SGX-ST, there is no assurance
that an active public market for our Shares will develop or, if it develops, be sustained, or that
the market price of our Shares will not decline below the Offering Price.
The Offering Price of our Shares may not be indicative of prices that will prevail in the trading
market. You may not be able to resell our Shares at the Offering Price or at a price that is
attractive to you. The trading prices of our Shares could be subject to fluctuations in response
to variations in our results of operations, changes in general economic conditions, changes in
accounting principles or other developments affecting us, our customers or our competitors,
changes in financial estimates by securities analysts, the operating and stock price
performance of other companies and other events or factors, many of which are beyond our
control. Volatility in the price of our Shares may be caused by factors outside of our control or
may be unrelated or disproportionate to our results of operations.
50
Although it is intended that our Shares will remain listed on the SGX-ST, there is no
guarantee of the continued listing of our Shares.
Our Share price may fluctuate following the Offering.
The market price of our Shares may fluctuate as a result of, among others, the following
factors, some of which are beyond our control:
variations in our operating results;
changes in research analysts recommendations, perceptions or estimates of our

financial performance;
announcements by our competitors or ourselves of the gain or loss of significant

acquisitions, strategic partnerships, joint ventures or capital commitments;
involvement in litigation or arbitration;
changes in market valuations and share prices of companies with similar business to our
Group which are listed and/or based in Singapore or the countries in which we operate;
changes in conditions affecting the industry, the general economic conditions or stock
market sentiments or other events or factors;
success or failure of our management team in implementing business and growth

strategies;
additions or departures of key personnel;
fluctuations in stock market prices and volume; and
negative publicity involving our Company, any of our Directors, Executive Officers or
Substantial Shareholders, whether or not it is justified. Some examples are unsuccessful
attempts in joint ventures, takeovers or involvement in insolvency proceedings.
There are relatively few agri-livestock companies listed on the SGX-ST and as a result there
may be greater volatility in the price of our Shares due to various factors, including a lack of
knowledge on the part of investors in evaluating companies in this sector. A decline in any of
the factors listed above could adversely affect the price of our Shares.
Investors in our Shares will suffer immediate dilution, and may experience further
dilution, in the net asset value of our Shares.
The Offering Price of our Shares is higher than our net asset value per Share after adjusting
for the estimated net proceeds from the Offering and based on the post-Offering share
capital. If we were liquidated immediately following the Offering, each investor subscribing to
the Offering may receive less than the price paid for their Shares. Please refer to the section
Dilution of this Prospectus for details.
Singapore law contains provisions that could discourage a take-over of our Company.
The Singapore Code on Take-overs and Mergers and Sections 138, 139 and 140 of the
Securities and Futures Act (collectively, the Singapore Take-over and Merger Provisions)
contain certain provisions that may delay, deter or prevent a future take-over or change in
control of our Company for so long as our Shares are listed for quotation on the SGX-ST.
Except with the consent of the Securities Industry Council, any person acquiring an interest,
whether by a series of transactions over a period of time or otherwise, either on his own or
together with parties acting in concert with him, in 30% or more of our voting Shares is
required to extend a take-over offer for our remaining voting Shares in accordance with the
51
Singapore Take-over and Merger Provisions. Except with the consent of the Securities
Industry Council, such a take-over offer is also required to be made if a person holding
between 30% and 50% (both inclusive) of our voting Shares (either on his own or together
with parties acting in concert with him) acquires additional voting Shares representing more
than 1% of our voting Shares in any six-month period. While the Singapore Code on Takeovers and Mergers seeks to ensure an equality of treatment among shareholders, its
provisions could substantially impede the ability of shareholders to benefit from a change of
control and, as a result, may adversely affect the market price of our Shares and their ability
to realize any benefit from a potential change of control.
We may not be able to pay dividends in the future.
Our ability to declare dividends in relation to the Shares will depend on, amongst others, our
operating results, financial condition, other cash requirements including capital expenditures,
the terms of borrowing arrangements, the ability of our subsidiaries to pay dividends to us,
other contractual restrictions and other factors deemed relevant by our Directors. This, in turn,
depends on our strategy, the successful implementation of our strategy and on financial,
competitive, regulatory, general economic conditions and other factors that may be specific to
us or specific to our industry, many of which are beyond our control.
In addition, our Company is a holding company and we operate our business through our
subsidiaries. Therefore, our ability to pay dividends will be affected by the ability of our
subsidiaries to declare and pay us dividends or other distributions. The ability of our
subsidiaries to declare and pay dividends to us will be dependent on the cash income of and
cash available to such subsidiary and the operating results, financial condition, other cash
requirements including capital expenditures, the terms of borrowing arrangements and other
contractual restrictions of the relevant subsidiary and may be restricted under applicable law
or regulation.
For example, the relevant subsidiary may need approvals from tax and other regulatory
authorities before payment or repatriation of dividends or other distributions can be made,
which may not be forthcoming in a timely manner or at all. Please also see the section entitled
Risk FactorsRisks Related to the Jurisdictions in Which We OperateAny limitations on
the ability of our subsidiaries to pay dividends to us could have a material adverse effect on
our ability to conduct our business of this Prospectus. If any of our subsidiaries are unable or
are restricted in their ability to declare and pay dividends or other distributions to us, our
ability to pay dividends on our Shares may be adversely affected. In addition, covenants in
loan documents of the subsidiaries may restrict the ability of these subsidiaries to declare
and/or pay dividends, which in turn could have an adverse impact on our ability to declare and
pay dividends to our Shareholders. Please also see the section entitled Risk FactorsRisks
Relating to our Business and OperationsWe have substantial indebtedness and may be
unable to satisfy certain covenants under our senior notes or other debt facilities, which could
materially and adversely affect our business, financial condition and/or results of operations.
and Dividends of this Prospectus for further details.
Shareholders may not be able to participate in future offerings or certain other equity
issues we may make.
In the event that we issue new Shares, we will be under no obligation to offer those Shares to
our existing Shareholders at the time of issue, except where we elect to conduct a rights
issue. However, in electing to conduct a rights issue or certain other equity issues, we may be
subject to regulations as to the procedure to be followed in making such rights offering
available to our existing Shareholders or in disposing of such rights for the benefit of such
Shareholders and making the net proceeds available to them. We may also choose not to
offer such rights to the holders of our Shares having an address in a jurisdiction outside
Singapore. Accordingly, holders of our Shares may be unable to participate in future offerings
of our Shares and may experience dilution of their shareholdings as such.
52
USE OF PROCEEDS
Based on the Offering Price of S$0.80 for each Offering Share, the net proceeds from the
Offering (after deducting underwriting and selling commissions and estimated offering
expenses payable by us, excluding any discretionary incentive fees) will be approximately
S$187.3 million (US$150.6 million) assuming the Over-allotment Option is not exercised and
S$216.4 million (US$174.0 million) assuming the Over-allotment Option is fully exercised.
We intend to use our net proceeds from the Offering primarily for the following purposes:
investment in our China dairy business and the construction of a second five-farm hub in
Inner Mongolia;
investment in our animal protein business in our target markets (including our swine
business in Vietnam, poultry business outside Indonesia and beef business in the PRC);
and
repayment or prepayment of borrowings, including the prepayment charges, of our

Group.
The following table, which is included for the purpose of illustration, sets out the intended
purposes of the net proceeds from the Offering:
Assuming the Over-allotment Option
is not exercised

is fully exercised
As a dollar amount
As a dollar amount
for each S$ of the
for each S$ of the
Estimated Estimated
Gross Proceeds
Estimated Estimated
Gross Proceeds
Amounts Amounts
from the Offering
Amounts Amounts
from the Offering
S$
US$
(in millions) (in millions)
Investment in our China dairy business

and the construction of a second fivefarm hub in Inner Mongolia ..............
Investment in our animal protein business
in our target markets ......................
Repayment or prepayment of borrowings,
including the prepayment charges, of
our Group ..................................
Total ..........................................
S$
US$
87.1
70.0
0.44
111.9
90.0
0.49
13.2
10.6
0.07
17.4
14.0
0.08
87.1
70.0
0.44
87.1
70.0
0.38
187.3
150.6
0.94
216.4
174.0
0.95
As at the Listing Date, our Group has the following facilities in place, which (including any
interest thereon) will be repaid or prepaid in full after the Listing Date out of the net proceeds:
a credit facility obtained by the Company from Credit Suisse AG, Singapore Branch on
April 9, 2012, for up to US$25 million, which was subsequently increased to
US$40 million. Proceeds from the facility were to finance the Companys working capital,
general investments and corporate requirements. See Material IndebtednessBank
Facilities; and
a bridge loan facility obtained by the Company from Coperatieve Centrale RaiffeisenBoerenleenbank B.A. (trading as Rabobank International), Singapore Branch
(Rabobank Singapore) on April 10, 2014 for US$30 million. This facility was fully
drawn down on June 30, 2014 and we used the proceeds from the facility to finance the
Companys working capital and general corporate requirements. See Material
IndebtednessBank Facilities.
The foregoing represents our best estimate of our allocation of our proceeds from the Offering
based on our current plans and estimates regarding our anticipated expenditures. Actual
expenditures may vary from these estimates, and we may find it necessary or advisable to
re-allocate our net proceeds within the categories described above or to use portions of our
net proceeds for other purposes. In the event that we decide to reallocate our net proceeds
from the Offering for other purposes, we will publicly announce our intention to do so through
a SGXNET announcement to be posted on the Internet at the SGX-ST website,
http://www.sgx.com.
53
Pending the use of our net proceeds in the manner described above, we may also use our net
proceeds for our working capital, place the funds in fixed deposits with banks and financial
institutions or use the funds to invest in short-term money market instruments, as our
Directors may deem appropriate in their absolute discretion.
We intend to make periodic announcements on the use of proceeds as and when material
amounts of Offering proceeds are disbursed, and provide a status report on the use of
proceeds in our annual report.
The announcement will state whether the use of the proceeds is in accordance with the stated
use and the percentage allocated disclosed above.
In the opinion of our Directors, no minimum amount must be raised by the Offering.
Expenses
We estimate that the expenses in connection with the Offering, and the application for listing,
including the underwriting and selling commissions (but excluding discretionary incentive fees)
and all other incidental expenses relating to the Offering will be approximately S$11.1 million
(US$8.9 million) assuming the Over-allotment Option is not exercised and approximately
S$11.8 million (US$9.5 million) assuming the Over-allotment Option is fully exercised. These
expenses are payable by us in proportion to the number of Offering Shares issued or sold by
us, respectively, in the Offering except for regulatory fees, SGX-ST listing and processing fees
which are payable by us. The breakdown of these expenses is set out below:
is not exercised
Underwriting and selling

commissions(1) .....................
Professional and accounting
fees(2) ...............................
Other Offering-related
expenses(3) .........................
Total ...................................

is fully exercised
Estimated Estimated
Amounts Amounts
As a Percentage of the
As a Percentage of the
Gross Proceeds
Estimated Estimated
Gross Proceeds
from the Offering
Amounts Amounts
from the Offering
S$
US$
S$
US$
4.3
3.4
2.15%
4.9
4.0
2.15%
5.5
4.4
2.78%
5.5
4.4
2.42%
1.3
1.1
0.67%
1.3
1.1
0.58%
11.1
8.9
5.61%
11.8
9.5
5.16%
Notes:
(1)
Includes GST applicable on underwriting and selling commissions.
(2)
Includes estimated fees for the Co-Lead Manager, the legal advisers fees and fees for the Independent Auditor, the
Industry Consultant, the Share Registrar and Share Transfer Agent and other professionals fees. These are estimated
expenses and the actual amounts may differ.
(3)
Includes the estimated cost of production of this Prospectus, road show and other marketing expenses and certain other
expenses incurred or to be incurred in connection with the Offering. These are estimated expenses and the actual
amounts may differ.
We will pay the Joint Issue Managers, Joint Global Coordinators and Joint Bookrunners and
Underwriters, as compensation for their services in connection with the Offering, underwriting
and selling commissions amounting to 2.0 per cent. of the total gross proceeds from the sale
of Offering Shares. These underwriting and selling commissions of S$0.016 for each Offering
Share are payable by us.
We may, at our sole discretion, pay each of the Joint Issue Managers, Joint Global
Coordinators and Joint Bookrunners and Underwriters or any one of them an incentive fee of
up to 1.0 per cent. of the gross proceeds from the offering of the Offering Shares and the
Additional Shares. The additional incentive fee, if it is to be paid to any of the Joint Issue
Managers, Joint Global Coordinators and Joint Bookrunners and Underwriters, will amount to
up to S$0.008 per Share.
See Plan of DistributionThe Offering for a description of the commissions payable in
connection with the Offering.
54
DIVIDENDS
Statements contained in this section that are not historical facts are forward-looking
statements. Such statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those which may be forecasted and projected. Under no
circumstances should the inclusion of such information herein be regarded as a
representation, warranty or prediction with respect to the accuracy of the underlying
assumptions by us, the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners
and Underwriters, or any other person. Prospective investors are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date hereof.
See Notice to InvestorsForward-looking Statements.
Past Dividends
Our Company has not paid dividends in the past.
Dividend Policy
We do not have a fixed dividend policy. All dividends we declare must be approved by an
ordinary resolution of our shareholders at a general meeting, except that our Board of
Directors may declare interim dividends without the approval of our shareholders. We are not
permitted to pay dividends in excess of the amount recommended by our Board of Directors.
Any dividends we pay will be out of our profits as permitted under Singapore law. In addition,
we depend largely upon the receipt of dividends and other distributions from our subsidiaries,
associates and material entities to pay the dividends on the Shares.
When making recommendations on the timing, amount and form of future dividends, if any,
our Companys Board of Directors will consider, among other things:
our results of operations and cash flow;
our expected financial performance and working capital needs;
our future prospects;
our capital expenditures and other investment plans;
other investment and growth plans; and
the general economic and business conditions and other factors deemed relevant by our
Board of Directors and statutory restrictions on the payment of dividends.
Payment of cash dividends and distributions, if any, will be declared in Singapore dollars and
paid in Singapore dollars to CDP on behalf of shareholders who maintain, either directly or
through depository agents, securities accounts with CDP.
55
CAPITALIZATION AND INDEBTEDNESS

The table below sets out our capitalization and indebtedness based on the unaudited financial
statements of our Group as of May 31, 2014 on an actual basis and as adjusted to reflect the
issuance of the Offering Shares, and the application of net proceeds from the Offering in the
manner described in Use of Proceeds.
The information in this table should be read in conjunction with the Use of Proceeds,
Selected Combined Financial Information and Other Information, Managements Discussion
and Analysis of Financial Condition and Results of Operations and our combined historical
financial statements and the notes thereto included in this Prospectus.
As of May 31, 2014
Actual
As adjusted(1)
US$ in thousands
Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229,975
310,556
527,744
745
-
457,744
745
-
187,451
1,291
343,154
187,451
1,291
343,154
Total loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,060,385
990,385
Current Indebtedness
Secured and guaranteed bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured and non-guaranteed shareholders loans . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Current Indebtedness
Secured and guaranteed bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured and guaranteed bonds payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured and non-guaranteed bonds payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
761,293
237,395
(405,941)
(87,065)
316,186
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
821,868
972,449
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,882,253
1,962,834
Note:
(1)
Capitalization, as adjusted, assumes net proceeds of US$150.6 million from this offering.
56
916,742
232,528
(405,941)
(87,065)
316,186
DILUTION
New investors subscribing for and/or purchasing the Offering Shares at the Offering Price will
experience an immediate dilution in net asset value per Share immediately after the
completion of the Offering. Net asset value per Share is determined by subtracting our total
liabilities and minority interests from our total assets, and dividing the difference by the
number of Shares deemed to be outstanding on the date as of which the book value is
determined. Our net asset value per Share as of March 31, 2014 was S$0.65 per Share (as
adjusted for the Share Split (as defined herein)).
The Offering Price of S$0.80 per Offering Share exceeds the pro forma net asset value of
S$0.66 per Share as of March 31, 2014 (after adjusting for the Share Split and the issuance
of the Offering Shares in the Offering) by approximately 20.3 per cent. Since the Offering
Price per Share exceeds the net asset value per Share after the Offering, there is an
immediate dilution to investors in the Offering. Such dilution is illustrated in the table below:
Offering Price per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net asset value per Share as of March 31, 2014, as adjusted for the Share Split . . . . . . . . . . . . . . . . . .
Increase in net asset value per share after the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma net asset value per Share as March 31, 2014, as adjusted for the issuance of the
Issue Shares in the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dilution in pro forma net asset value per Share to new investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percentage dilution in pro forma net asset value per Share to new investors . . . . . . . . . . . . . . . .
S$0.80
S$0.65
S$0.02
S$0.66
S$0.14
16.9%
The following table summarizes the total number of Shares acquired during the period of
three years before the date of lodgment of this Prospectus or to be acquired by our Directors
or key management, Substantial Shareholders or persons connected to them, the total
consideration paid by them and the effective cash cost per Share to our shareholders and to
our new public shareholders (assuming the Over-allotment Option is not exercised) pursuant
to the Offering.
Number of Shares
Acquired(1)
Total Consideration
710,056,500
81,983,835
211,759,365
60,860,691
81,000,000
248,000,000
522,862,475
27,279,845
146,244,574
49,475,801
101,802,428
198,400,000
(S$)
Rangi Management Limited . . . . . . . . . . . . . . . . . . . . . . .

Tasburgh Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Morze International Limited . . . . . . . . . . . . . . . . . . . . . . . .
Great Alpha Investments Limited . . . . . . . . . . . . . . . . .
Tallowe Services Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New investors in the Offering . . . . . . . . . . . . . . . . . . . . .
Effective Cash Cost

per Share
(S$)
0.74
0.33
0.69
0.81
1.26
0.80
Note:
(1)
After adjusting for the Share Split.
Save as disclosed above, there has been no acquisition of any of our existing Shares by our
Directors or key management, Substantial Shareholders or persons connected to them and/or
their associates, or any transaction entered into by them which grants them the right to
acquire any of our existing Shares, from three years before the date of lodgment of this
Prospectus up to the date of lodgment of this Prospectus by the Authority. For further
information regarding the interest of our Substantial Shareholders, please see Share Capital
and ShareholdersOwnership Structure.
57
EXCHANGE RATES AND EXCHANGE CONTROLS

Exchange Rates
The table below sets forth, for the periods indicated, certain information concerning the
exchange rates between the Singapore dollar and the US dollar and the IDR, as quoted by
Bloomberg L.P. and rounded to four decimal places. The average rates for the annual figures
were determined using the average of the exchange rates at the last day of each month
during the year indicated. No representation is made that the Singapore dollar, US dollar and
IDR amounts referred to herein could have been or could be converted into Singapore dollar,
US dollar and IDR at the rates indicated, at any other rate, or at all.
Closing Exchange Rates
Singapore Dollar per US Dollar
Average
High
Low
Period End
Fiscal year:
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Three months ended March 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Three months ended March 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Month:
October 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
November 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
February 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
May 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2014. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July 1, 2014 to Latest Practicable Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.2537
1.2445
1.2536
1.2382
1.2686
1.3133
1.2978
1.2826
1.2433
1.2788
1.2020
1.2163
1.2205
1.2326
1.2583
1.2966
1.2216
1.2624
1.2326
1.2583
1.2433
1.2482
1.2592
1.2724
1.2657
1.2672
1.2550
1.2517
1.2512
1.2442
1.2516
1.2561
1.2689
1.2788
1.2757
1.2780
1.2636
1.2567
1.2572
1.2475
1.2353
1.2427
1.2487
1.2625
1.2588
1.2583
1.2472
1.2462
1.2469
1.2410
1.2411
1.2556
1.2624
1.2767
1.2678
1.2583
1.2552
1.2542
1.2469
1.2437
Source: Bloomberg L.P. Bloomberg L.P. has not provided its consent, for purposes of Section 249 of the Securities and Futures
Act, to the inclusion of the information extracted from its database, and is therefore not liable for such information under Sections
253 and 254 of the Securities and Futures Act. While we and the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters have taken reasonable actions to ensure that the information from Bloomberg L.P.s database
has been reproduced in its proper form and context, and that the information has been extracted accurately and fairly from such
database, neither we nor the Joint Global Coordinators, the Joint Issue Managers, the Joint Bookrunners nor the Underwriters
nor any other party has conducted an independent review of the information contained in that database or verified the accuracy
of the contents of the relevant information.
58
The closing exchange rate on the Latest Practicable Date for Singapore dollar to US dollar
was US$1=S$1.2437.
Average
Fiscal year:
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Three months ended March 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . .
Three months ended March 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . .
Month:
October 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
November 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
February 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
May 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July 1, 2014 to Latest Practicable Date . . . . . . . . . . . . . . . . . . . . . . .
Closing Exchange Rates

IDR per US Dollar
High
Low
Period End
8,767.6
9,158.0
8,464.0
9,410.2
9,799.0
8,888.0
10,585.0 12,261.0
9,618.0
9,724.2
9,753.0
9,692.0
11,835.3 12,240.0 11,293.0
9,069.0
9,793.0
12,171.0
9,734.0
11,361.0
11,163.0
11,614.6
12,076.5
12,162.2
11,921.6
11,422.0
11,440.3
11,533.9
11,895.8
11,747.0
11,274.0
11,965.0
12,171.0
12,213.0
11,610.0
11,361.0
11,562.0
11,676.0
11,875.0
11,736.0
11,530.0
12,018.0
12,261.0
12,238.0
12,240.0
11,598.0
11,630.0
11,676.0
12,099.0
11,918.0
10,853.0
11,335.0
11,770.0
12,050.0
11610.0
11,293.0
11,289.0
11,413.0
11,766.0
11,574.0
Source: Bloomberg L.P. Bloomberg L.P. has not provided its consent, for purposes of Section 249 of the Securities and Futures
Act, to the inclusion of the information extracted from its database, and is therefore not liable for such information under Sections
253 and 254 of the Securities and Futures Act. While we and the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters have taken reasonable actions to ensure that the information from Bloomberg L.P.s database
has been reproduced in its proper form and context, and that the information has been extracted accurately and fairly from such
database, neither we nor the Joint Global Coordinators, the Joint Issue Managers nor the Joint Bookrunners nor the Underwriters
nor any other party has conducted an independent review of the information contained in that database or verified the accuracy
of the contents of the relevant information.
The closing exchange rate on the Latest Practicable Date for US dollar to IDR was
US$1=IDR11,736.0.
Exchange Controls
Singapore
Currently, no foreign exchange control restrictions are enforced in Singapore.
Indonesia
There are no foreign exchange controls in Indonesia. Law No. 24 Year 1999 concerning the
Flow of Foreign Exchange and Exchange Rate System (Law No. 24/1999) provides that a
person may freely hold, use and transfer foreign exchange. However, pursuant to Law
No. 24/1999, Bank Indonesia imposes reporting requirements for the movement of assets and
foreign financial liabilities between residents and non-residents including the movement of
assets and foreign financial liabilities among nationals. Bank Indonesia Regulation
No. 14/21/PBI/2012 dated December 21, 2012 concerning Foreign Exchange Activities
Reporting holds corporate bodies and other bodies domiciled in Indonesia responsible for
submitting reports on foreign exchange activities whether for their own interests or those of
other parties. Information to be filed with Bank Indonesia includes: (i) all trading activities
involving goods, services, and other transactions between Indonesian and non-Indonesian
parties whether denominated in Indonesian or other currency; (ii) the balance of their foreign
financial assets and/or any foreign financial obligations by Indonesian residents both on their
own or a customers account whether denominated in Indonesian or other currency; and
(iii) any plan to secure or draw down an offshore loan. Indonesian resident is defined as an
individual, legal or other entity that is domiciled or intends to be domiciled, in Indonesia for at
least one year.
59
There is no restriction for Indonesian residents to open and hold offshore accounts.
China
A discussion on the relevant foreign exchange control laws is set out in Appendix C
RegulationSummary of Relevant Chinese Laws and RegulationsForeign Exchange.
Vietnam
Vietnam has historically imposed exchange control mechanisms designed to limit foreign
currency outflows, generally requiring the use of the Vietnamese Dong in domestic
transactions and attempting to channel foreign currencies into its banking system. The State
Bank of Vietnam primarily administers Vietnams foreign exchange control policy. In 2005, the
Standing Committee of National Assembly of Vietnam introduced Foreign Exchange
Ordinance No. 28/2005/PL-UBTVQH11 which was amended by Ordinance
No. 06/2013/UBTVQH13 on March 18, 2013 (together, Foreign Exchange Ordinance)
intended to stimulate the foreign exchange market by liberalizing current transactions control
and gradually reducing capital transactions control.
Under the Foreign Exchange Ordinance, any person or organization may exchange
Vietnamese Dong into foreign currency at credit institutions licensed to provide foreign
exchange services in Vietnam, provided that such person or organizations intention of using
foreign currency is permitted by Foreign Exchange Ordinance and they can provide the
relevant credit institutions with appropriate supporting documents. Foreign currencies may be
freely exchanged into Vietnamese Dong by individuals at licensed credit institutions.
In order to offer securities denominated in a foreign currency in a foreign jurisdiction, a
company resident in Vietnam is required to open a foreign currency issued securities capital
bank account at a licensed credit institution in Vietnam. Any receipt or payment relating to the
offering must be made through this account in accordance with the foreign exchange
regulations in effect.
For the purpose of investment in Vietnam, foreign direct investors including direct
foreign-owned enterprises and foreign parties in business co-operation contracts are required
to open capital contribution accounts at licensed commercial banks in Vietnam. All financial
transactions relating to the investment of foreign direct investors in Vietnam, including but not
limited to the capital investment into Vietnam, borrowing and repayment of foreign term loans
and after-tax profit remittance out of Vietnam, must be performed via such accounts.
Furthermore, foreign direct investors may repatriate their profits only if (i) they have fully
discharged their financial obligations to Vietnamese government, and (ii) they have submitted
to the competent tax authorities of Vietnam their audited financial statements and tax
finalization that does not contain any accumulated losses after carrying forward losses in
accordance with Vietnams corporate income tax laws. Foreign-invested enterprises and
foreign parties to business cooperation contracts may use their Vietnam dong earnings to buy
foreign currencies at licensed credit institutions and repatriate within 30 days after buying
foreign currencies. The investors must notify the tax authorities of such repatriation at least
seven business days prior to the repatriation.
India
A discussion on the relevant foreign exchange control laws is set out in Appendix C
RegulationSummary of Relevant Indian Laws and RegulationsCertain Foreign
Investment and Foreign Exchange Laws.
Myanmar
The Foreign Exchange Management Law (FEML) is the primarily legislation regulating
foreign exchange controls in Myanmar.
60
Pursuant to Section 7 of the FEML, foreign cash and other payment instruments can only be
transferred between the State and other countries according to the regulations issued by the
Central Bank. According to Section 8 of the FEML, other transfers may only be made
through person who has a foreign exchange licence. It follows therefore that transactions
between private banks and a company can be done through a bank issued with a foreign
exchange licence. This essentially grants the Central Bank of Myanmar (CBM) with control
over foreign currencies in Myanmar and foreign payment instruments such as loans; such
remit being consistent with the CBMs broad responsibility to monitor and regulate the
transmission of money in and out of Myanmar.
Notwithstanding the above, Sections 24 and 25 of the FEML also provide that there should be
no impediments to the repayment of ordinary transactions. Section 2(l) of the FEML defines
ordinary transactions as:
(a)
payments to be made in connection with foreign trade, other ongoing business

including services, ordinary short-term banking and credit facilities;
(b)
payments to be made as interest on loans and as net income from other investments;
(c)
payments in a reasonable amount to amortize loans and depreciate direct investment;

and
(d)
reasonable remittance for family expenses.
Currently, there are no published CBM regulations specifically relating to the transfer of
foreign cash and other payment instruments. However, in practice CBM approval is currently
required for any foreign loan into Myanmarapproval being required for both the drawdown
and each repayment of such loans.
With respect to foreign loans the CBMs general position is that it will not permit foreign
entities to loan monies to Myanmar companies unless such foreign entity and such Myanmar
company are related companies. In addition, in practice obtaining approval from the
Directorate of Investments and Company Administration (DICA) would also be required
even though DICA is unlikely to object if CBM has given its approval.
With respect to the transfer of foreign money by a company holding a MIC Permit, the Foreign
Investment Law (FIL) requires the submission of Form 13 (Application to Transfer Foreign
Currency) to the Myanmar Investment Commission (MIC). However, due to the CBMs
broad responsibility for the transfer of money in and out of Myanmar, the MIC will, in practice,
typically seek CBM approval. In turn, the MIC would unlikely object to the Form 13 Application
if CBM has given its approval.
61
SELECTED COMBINED FINANCIAL INFORMATION AND OTHER INFORMATION

You should read the following selected combined financial information for the periods and as
of the dates indicated in conjunction with the section of this Prospectus entitled
Managements Discussion and Analysis of Financial Condition and Results of Operations
and our combined financial statements, the accompanying notes and the related independent
auditors report included in this Prospectus. The reporting currency for our financial
statements is U.S. dollars and we prepare and present our financial statements in accordance
with FRS, which may differ in certain significant respects from generally accepted accounting
principles in other countries.
The selected combined financial information as of and for the years ended December 31,
2011, 2012 and 2013 have been derived from our audited combined financial statements
included in this Prospectus and should be read together with those financial statements and
the notes thereto. The selected combined financial data as of and for the three months ended
March 31, 2013 and 2014 has been derived from our unaudited interim combined financial
statements as of and for the three months ended March 31, 2013 and 2014 included
elsewhere in this Prospectus. We have prepared the unaudited interim combined financial
statements on the same basis as our audited combined financial statements. Our historical
results for any prior or interim periods are not necessarily indicative of results to be expected
for a full fiscal year or for any future period.
For the year ended

December 31,
2011
2012
2013

ended March 31,
2013
2014
(US$ in millions)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,029.8
2,321.8
2,697.3
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,663.2) (1,873.8) (2,198.1)
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
366.5
448.0
499.2
Increase in Fair Value of Biological Assets. . . . . . . .
7.5
6.6
6.3
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.1
5.9
2.9
Other Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.9
7.3
3.5
Foreign Exchange Adjustments Gains . . . . . . . . . . . .
4.4
Foreign Exchange Adjustments Losses . . . . . . . . . . .
(1.4)
(30.1)
Marketing and Distribution Costs . . . . . . . . . . . . . . . . . . .
(84.6)
(83.1)
(95.0)
Administration Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (146.8)
(173.5)
(202.5)
Finance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(41.9)
(56.8)
(66.8)
Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3.8)
(4.2)
(2.6)
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114.4
148.8
114.8
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(34.9)
(38.4)
(33.4)
Profit from continuing operations, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79.5
110.4
81.4
Plan, Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6.2)
(8.7)
7.2
operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14.9)
(28.6)
(117.2)
Other Comprehensive Loss for the Year, Net
of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(21.1)
(37.3)
(110.1)
58.4
73.1
(28.7)
of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit, Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
675.8
(541.0)
134.7
690.1
(574.1)
116.0
(10.6)
0.8
0.3
0.6
2.4
1.0
0.8
7.6
(25.0)
(50.4)
(14.7)
(0.6)
(26.1)
(55.2)
(19.3)
(0.01)
35.2
(9.9)
27.2
(5.3)
25.4
22.0
(7.2)
(9.5)
(3.8)
37.6
(11.1)
14.3
28.1
50.1
44.5
53.3
41.8
17.8
13.6
35.0
79.5
57.2
110.4
39.6
81.4
7.6
25.4
8.4
22.0
For the year ended

December 31,
2011
2012
2013

ended March 31,
2013
2014
(US$ in millions)

to Owners of the Parent, Net of Tax. . . . . . . . . . . . .
to Non-Controlling Interests, Net of Tax . . . . . . . .
28.3
39.4
(35.3)
8.5
33.5
30.1
58.4
33.7
73.1
6.6
(28.7)
5.8
14.3
16.6
50.1
As at December 31,
2011
2012
2013
Combined Statement of Financial Position
As at March 31,
2014
(US$ in millions)
Assets
Non-Current Assets
Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404.0
599.6
652.7
Investment Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.8
3.1
2.3
9.8
10.5
10.1
82.5
159.4
237.9
12.1
18.8
15.2
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14.0
7.9
9.8
Total Non-Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 526.1
799.3
928.0
Current Assets
Asset Held for Sale Under FRS 105 . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.2
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 332.2
486.9
543.0
43.7
47.8
48.5
Trade and Other Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112.9
133.5
134.6
Other Financial Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.1
4.1
2.7
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48.0
72.3
79.6
Cash and Cash Equivalents(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.4
157.3
225.0
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 694.3
901.9 1,035.6
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,220.4 1,701.2 1,963.6
Equity and Liabilities
Equity
Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86.3
86.3
163.4
Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125.4
172.4
214.9
Other Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68.2
96.3
134.4
Translation Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16.9)
(25.3) (106.8)
Equity Attributable to Owners of the Parent, Total . . . . . . . 263.0
329.6
405.8
Non-Controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233.2
270.2
291.1
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 496.2
599.9
696.9
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66.9
85.3
67.4
8.6
10.3
11.7
Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163.7
304.3
468.7
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.2
0.6
1.1
2.2
1.5
0.6
Total Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241.5
402.0
549.5
Current Liabilities
10.8
13.4
8.5
87.8
131.9
190.2
Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 379.2
547.0
509.3
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.9
7.0
9.3
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 482.8
699.3
717.2
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 724.2 1,101.3 1,266.7
Total Equity and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,220.4 1,701.2 1,963.6
63
717.9
2.4
11.8
259.2
21.6
5.7
1,018.6
2.2
535.9
56.5
157.9
3.0
119.9
214.7
1,089.9
2,108.5
163.4
222.9
144.1
(81.3)
449.0
314.9
763.9
87.5
15.4
516.1
1.1
0.6
620.8
8.3
159.7
549.1
6.7
723.9
1,344.7
2,108.5
Note:
(1)
Cash and cash equivalents includes cash restricted in use and pledged for bank facilities as disclosed in Note 24A in
Appendix A and Note 24A in Appendix B.
For the year ended
December 31,
2011
2012
2013
Combined Cash Flow Data

ended March 31,
2013
2014
(US$ in millions)
Net cash flows (used in)/from operating activities . . . . . (23.2)

27.0
89.1
Net cash flows (used in)/from investing activities . . . . . . (148.0) (242.2) (204.7)
Net cash flows from/(used in) financing activities . . . . . 213.9
221.1
184.0
13.5
(34.8)
(34.6)
(47.2)
(47.9)
83.5

equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42.7
5.8
68.4
(55.9)
(11.6)
104.5
147.2
153.0
153.0
221.4

period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
147.2
153.0
221.4
97.1
209.8
For the year ended

December 31,
2011
2012
2013
Other Combined Financial Information

ended March 31,
2013
2014
(US$ in millions)
EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175.1 241.1 258.6

Profit from continuing operations excluding increases in
fair value of biological assets, net of tax(2) . . . . . . . . . . . . . . . . 72.2 105.8
77.5
73.1
50.5
33.9
21.2
Notes:
(1)
We define EBITDA as profit before tax from continuing operations, less interest income, changes in fair value of biological
assets, foreign exchange adjustments gains, increase/decrease in fair value of marketable securities, plus finance cost,
foreign exchange adjustments losses, depreciation of property, plant and equipment, depreciation of investment properties
and amortization of intangibles.
For the year ended
December 31,
2011
2012
2013

ended March 31,
2013
2014
(US$ in millions)
Profit before tax from continuing operations . . . . . . . . . . . . . . .

(+) Finance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(+) Foreign exchange adjustments losses . . . . . . . . . . . . . . . . .
(+) Depreciation of property, plant and equipment . . . . . . . .
(+) Depreciation of investment properties . . . . . . . . . . . . . . . . . .
(+) Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
() Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
() Foreign exchange adjustments gains . . . . . . . . . . . . . . . . . .
() (Increase)/decrease in fair value of marketable
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114.4 148.8 114.8

41.9
56.8
66.8
1.4
30.1
34.8
42.2
53.3
0.2
0.2
0.2
0.6
0.6
1.3
(3.1) (5.9) (2.9)
35.2
14.7
13.2
0.1
0.2
(0.8)
27.2
19.3
14.8
0.0
0.2
(1.0)
(6.3)
-
10.6
(0.6)
(2.4)
(7.6)
(1.8)
3.6
1.3
175.1 241.1 258.6
0.5
73.1
0.0
50.5
(7.5)
(4.4)
(6.6)
-
EBITDA is not a standard measure under FRS. EBITDA should not be considered in isolation or construed as an
alternative to cash flows, net income or any other measure of performance or as an indicator of operating performance,
liquidity, profitability or cash flows generated by operating, investing or financing activities. EBITDA does not account for
taxes, interest expense or other non-operating cash expenses. In evaluating EBITDA, we believe that investors should
consider, among other things, the components of EBITDA such as revenues and operating expenses and the amount by
which EBITDA exceeds capital expenditures and other charges. EBITDA presented herein may not be comparable to
similarly titled measures presented by other companies. You should not compare EBITDA presented by us to EBITDA
presented by other companies because not all companies use the same definition. You should also note that EBITDA as
presented herein is calculated differently from Consolidated EBITDA as defined and used in the Indenture governing our
US dollar-denominated senior notes due 2018 and EBITDA as defined for the purposes of our other indebtedness. See
Material IndebtednessIndebtednessUS-Dollar Denominated Senior Notes Due 2018.
64
(2)
We define profit from continuing operations excluding increase/decrease in fair value of biological assets, net of tax as
profit from continuing operations, net of tax excluding the fair value changes of our biological assets and the taxes thereon,
calculated as follows:
For the year ended
December 31,
2011
2012
2013

ended March 31,
2013
2014
(US$ in millions)
Profit from continuing operations, net of tax . . . . . . . . . . . . . . . . . 79.5 110.4 81.4

() (Increase)/decrease in fair value of biological assets . . . (7.5) (6.6) (6.3)
(+) Deferred tax expense in respect of increase in fair
value of biological assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2
2.0
2.4
Profit from continuing operations excluding increases in
fair value of biological assets, net of tax . . . . . . . . . . . . . . . . . . . 72.2 105.8 77.5
25.4
10.6
22.0
(2.4)
(2.1)
1.6
33.9
21.2
FRS 41 is an accounting standard that requires us to value our dairy cows, breeding cattle and swine measured on initial
recognition and at the end of the reporting year. The fair value movements from year-on-year under FRS 41 are non-cash
items and therefore are not used by us when measuring our Groups operational performance because they are not
reflective of the underlying business. We believe that the inclusion of this adjusted profitability measure (excluding FRS 41
fair value changes and the taxes thereon) is useful to investors because it provides a means of evaluating our Groups
operating performance and results from period to period on a comparable basis not otherwise apparent when the impact of
the changes in fair value of biological assets under FRS 41 is included. Profit from continuing operations excluding
increases in fair value of biological assets, net of tax is not a standard measure under FRS and should not be considered
in isolation or construed as an alternative to cash flows, net income or any other measure of performance or as an
indicator of operating performance, liquidity, profitability or cash flows generated by operating, investing or financing
activities. It may not be comparable to similarly titled measures presented by other companies and you should not
compare this measure with that of other companies because not all companies use the same definition.
65
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS
We discuss below our historical results of operations and financial condition as of and for the
years ended December 31, 2011, 2012 and 2013 and as of and for the three months ended
March 31, 2013 and 2014, and our assessment of the factors that may affect our prospects
and performance in future periods. You should read the following discussion together with our
audited combined financial statements as of and for the years ended December 31, 2011,
2012 and 2013 and our unaudited combined financial statements as of and for the
three months ended March 31, 2013 and 2014. We have prepared our financial statements in
accordance with FRS, which may differ in certain significant respects from generally accepted
accounting principles in other countries. Our interim results of operations are not necessarily
indicative of our results of operations for the full year.
This discussion and analysis contains forward-looking statements that reflect our current
views with respect to future events and our financial performance. Our actual results may
differ materially from those anticipated in these forward-looking statements as a result of any
number of factors, including those set forth in this section and under the sections headed
Risk Factors and Notice to InvestorsForward-Looking Statements. Any discrepancies in
the tables included herein between the listed amounts and totals thereof are due to rounding.
Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures which precede them.
Overview
We are a leading agri-food company that produces multiple protein foods. We operate in five
high-growth emerging Asian markets with significant growth potential for protein consumption,
namely China, Indonesia, Vietnam, Myanmar and India. We are a market leader across
multiple classes of protein foods, with an emphasis on milk, poultry and beef, complemented
by growing businesses in swine and aquaculture. We have a vertically integrated business
model that covers the entire value chain for many of our protein products, from feed
production and breeding to commercial farming and processing. We are able to leverage our
premium protein production operations through our high-growth downstream consumer food
business.
We have three operating segments:
DairyWe produce premium raw milk in China and Indonesia. In Indonesia we also produce
premium downstream milk products. We operate a five-farm hub of dairy farms in China,
with four of the farms in the operational stage. We expect construction of our fifth farm to be
completed by the end of 2014, with milk production commencing in early 2015. Our farms in
China are located in Shandong province, and as of March 31, 2014, we had 41,777 heads of
cattle in China, with 16,655 milking cows. We produced over 130,000 tons of milk in China in
2013, and our average milk yield per milking cow for 2013 was 11.5 tons per year. Our
premium raw milk in China is consistently at the top of the market in terms of quality, which is
reflected in its selling price: in 2013 the average selling price of our milk was RMB 4.51 per
kilogram, and in the first three months of 2014, the average price of our milk reached RMB
5.25 per kilogram.
In Indonesia we operate a vertically integrated dairy business. We operate an industrialized
downstream dairy products, and we operate one dairy processing plant for these downstream
products. Our downstream products include premium fresh milk, premium UHT milk and
premium cheese. We market and sell our downstream products under our own brands,
including our Greenfields brand, directly to customers in the retail market in Indonesia and
other countries in Asia, including to major food and beverage companies such as Starbucks.
Our farm in Indonesia is located in Malang, East Java, at an altitude that is conducive to
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raising high-quality dairy cows, and as of March 31, 2014, we had 5,743 heads of cattle in
Indonesia, with 2,855 milking cows. We produced over 26,000 tons of raw milk in Indonesia in
2013, and our average milk yield per milking cow for 2013 was 9.1 tonnes per year.
Our dairy segment accounted for 4.5% of our total revenue for the year ended
December 31, 2013 and 7.3% of our total revenue for the three months ended March 31,
2014.
Animal ProteinWe produce multiple high-quality animal proteins (poultry, swine, beef and
aquaculture); as well as high-quality animal feed, across our target markets. Our animal
protein operations are vertically integrated and cover the entire value chain of animal protein
production, from animal feed to breeding and commercial farms to slaughtering livestock and
supplying the raw materials for our downstream consumer food segment (see Consumer
Food). Our animal protein operations include the following:
We produce premium-quality animal feed in Indonesia, Vietnam, Myanmar and India,

both for our own poultry, swine and aquaculture operations, as well as for sale to third
parties. We sold over 3.5 million tons of animal feed in 2013 across our markets,
including both internal and external sales;
produce day-old-chicks (DOCs), primarily in Indonesia, as well as in Vietnam,
Myanmar and India. In 2013 we sold almost 600 million DOCs across our markets. In
2013, we sold approximately 7% of our DOCs produced in Indonesia internally to our
own commercial farms for growing out, with the remainder sold to contract farms or
third parties. We have over 10,000 commercial farms in our network, most of which are
contract farms that are owned and operated by local farmers who grow out the chicks on
our behalf;
In the beef business, we are one of the largest beef cattle feedlot operators in Indonesia
and the largest importer of live beef cattle into Indonesia. We breed, fatten and process
beef cattle and have four feedlots in Indonesia with a total production capacity of
165,000 heads of cattle per year. We also have cattle breeding operations in Australia,
where our stations can hold approximately 45,000 heads of cattle at any one time. We
import the cattle bred at our stations in Australia to Indonesia for fattening and
processing, and we ship approximately 12,000 heads of cattle per year from our
Australian operations to our feedlots in Indonesia;
We have swine breeding and distribution operations in Vietnam, where we sold

approximately 72,700 piglets in 2013. In 2012, we entered into a joint venture with
Hypor, one of the worlds leading suppliers of swine genetics, which enables us to
operate the entire chain of swine breeding farms, including nurseries and parent,
grandparent and great grandparent farms; and
We produce aqua-feed and small amounts of fish and shrimp in Indonesia.
Our animal protein segment accounted for 87.0% of our total revenue for the year ended
December 31, 2013 and 85.9% of our total revenue for the three months ended March 31,
2014.
Consumer FoodWe use the animal protein products that we produce in-house as raw
materials for our downstream consumer food segment, and we leverage the traceability of
these products to position our processed foods as high-quality and reliable consumer food
brands. We make ambient-temperature and chilled/frozen food products from chicken, beef
and seafood for the Indonesian market. Our consumer food segment accounted for 8.4% of
our total revenue for the year ended December 31, 2013 and 6.8% of our total revenue for the
three months ended March 31, 2014.
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In 2011, 2012 and 2013, our total revenues amounted to US$2,029.8 million, US$2,321.8
million and US$2,697.3 million, respectively, while our profit from continuing operations, net of
tax amounted to US$79.5 million, US$110.4 million and US$81.4 million, respectively. For the
three months ended March 31, 2013 and 2014, our total revenues amounted to US$675.8
million and US$690.1 million, respectively, while our profit from continuing operations, net of
tax amounted to US$25.4 million and US$22.0 million, respectively.
Basis of Presentation
We have included in this Prospectus our audited combined financial statements as of and for
the years ended December 31, 2011, 2012 and 2013 and our unaudited interim combined
financial statements as of and for the three months ended March 31, 2013 and 2014, which
have been prepared in accordance with the provisions of the Singapore Companies Act,
Chapter 50 and FRS. Our audited combined financial statements as of and for the years
ended December 31, 2011, 2012 and 2013 and unaudited combined financial statements as
of and for the three months ended March 31, 2013 and 2014 have been presented in a
manner similar to a pooling-of-interests method to give retrospective application to
transactions involving entities under common control, as a result of a series of transactions to
effect our group restructuring. See Note 1.2 to our audited combined financial statements
included elsewhere in this Prospectus and Corporate Structure and Ownership. Our
unaudited combined financial statements as of and for the three months ended March 31,
2014 include the results of operations and financial position of Japfa Comfeed Myanmar Pte
Ltd, which was formed under a joint venture agreement dated May 9, 2014 with retrospective
application from December 3, 2013, pursuant to which we own an 85.0% shareholding in
Japfa Comfeed Myanmar Pte Ltd. Our audited combined financial statements and unaudited
interim combined financial statements are presented in U.S. dollars, our reporting currency.
Our functional currency is the Singapore dollar, as it reflects the primary economic
environment in which our Group operates, and our financial statements are translated into our
reporting currency at the end of each reporting year at the prevailing Singapore dollar to
U.S. dollar exchange rate. For further information, see Note 2 to our audited combined
financial statements included elsewhere in this Prospectus.
Factors Affecting our Business, Financial Condition and Results of Operations
We outline below a number of factors which have had important effects on our results of
operations and which we expect will continue to impact our financial performance in the
future.
Macroeconomic Factors and General Economic Conditions in Indonesia, China,
Vietnam, India and Myanmar
Our sales volumes of dairy, animal feed, poultry, cattle, swine and consumer foods depend
primarily on consumer demand for our products and for the end products of our customers.
Consumer demand for our products depends in large part on macroeconomic conditions in
our target markets, Indonesia, Vietnam, China, India and Myanmar. For the year ended
December 31, 2013, we generated 81.9%, 10.7%, 3.5% and 2.9% of our revenue from
customers in Indonesia, Vietnam, China and India, respectively. For the three months ended
March 31, 2014, we generated 76.7%, 10.4%, 5.7% and 3.3% of our revenue from customers
in Indonesia, Vietnam, China and India, respectively. Accordingly, our results of operations
may be affected by significant changes in economic and political developments in these
countries, which could affect the demand for and pricing of our products in these markets.
Significantly, as GDP per capita in our target markets grows, we expect the concomitant
increase in purchasing power in these markets to increase the proportion of dairy and protein
consumption. Similarly, if GDP per capita decreases, consumer purchasing power may also
decrease, which we expect would slow down the growth in or decrease consumption of
animal proteins. For consumers in Indonesia and other markets in which we operate, poultry
is a staple protein, and their purchasing power for animal proteins such as poultry and beef
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directly correlates to the countrys GDP per capita growth and is affected significantly by
inflation and/or depreciation of the local currency. In Indonesia, we expect protein
consumption to consist primarily of poultry and beef, given the halal dietary requirements of a
significant majority of the Indonesian population. In all of our markets, sales volumes of
poultry, cattle and swine are also affected by changes in consumer preferences, including
changes in nutritional guidelines or health advisories. We also expect changes in demand for
our animal feed to move broadly in tandem with changes in macro-economic conditions and
with demand for our animal proteins in our target markets.
Prices and Availability of Raw Materials
For the years ended December 31, 2011, 2012 and 2013 and the three months ended
March 31, 2014, raw material costs constituted approximately 84.0%, 83.7%, 84.5% and
88.3%, respectively, of our total cost of sales, with raw material costs for our animal protein
segment comprising 77.4%, 75.2%, 77.6% and 82.0% of our total cost of sales for these
periods. Corn and soybean meal constitute the substantial majority of the raw materials that
we require for the production of our animal feeds. In 2013, approximately 40% of our corn and
100% of our soybean meal requirements in Indonesia were met by imports. We purchase the
majority of our corn and soybean meal on the spot market, in line with market practice in
Indonesia, Myanmar, India and Vietnam but, depending on market conditions, we may also
enter into forward purchase contracts. For soybean meal, we rely entirely on imports, as
soybean meal is not available in Indonesia. We expect demand for corn and soybean meal
imports in Indonesia to remain high in 2014. The availability and prices of these commodities
are influenced by various factors, including production levels, weather conditions, epidemic
diseases, global demand for such materials, fluctuations in the U.S. dollar and Rupiah
exchange rate (since imported corn and soybean meal are typically priced in U.S. dollars),
and changes in prices of other commodities such as crude oil. Local corn prices have
historically adjusted to global corn prices. For our China dairy segment, the concentrates we
use for our feed, which primarily consist of corn, soybean meal and cotton seed meal, are
readily accessible commodities in China. The forages we use for our feed mainly consist of
corn silage, grass forage and alfalfa, and their availability and price are more dependent on
local market conditions and can fluctuate accordingly. Corn silage can only be harvested once
a year, during August and September. To mitigate against any interruption of our forages
supply, we generally store a years supply of corn silage and at least two months supply of
alfalfa.
Any significant changes in the availability or the prices of our raw materials are likely to affect
our cost of sales. We have in the past been able to pass on increases in raw material costs to
our customers in certain of our business areas. In our animal feed business in Indonesia, for
example, we are generally able to pass on increases in the cost of raw materials (including
corn and soybean meal) into our poultry feed selling prices. Selling prices for feed are based
on a replacement cost plus margin methodology, and as cost increases apply to all feed
millers, the whole industry tends to move in tandem to pass them on. Although there is a time
lag in our ability to implement selling price increases, we typically hold two months of raw
material inventory, which has generally been sufficient time to fully pass on a cost increase. In
our poultry business, prices for DOCs and broilers are determined largely by supply and
demand in the market, which means that we do not have the same ability to pass on
increases in raw material costs, unless market prices move accordingly. In our dairy business
in China, prices for our raw milk depend largely on market forces, albeit influenced and
stabilized by government policies. While our margins have generally increased over the past
three years in our China dairy business because prices have increased, it is unlikely that we
would be able to actively pass on increases in raw material prices to our customers. For our
Indonesian dairy business, raw material price fluctuations tend to have a less direct effect on
the sales prices we offer to our customers, as we use our raw milk in the downstream
processing of our consumer food products, which contain significant value-adds. We expect
69
that these trends will continue across our various business lines and that prices and
availability of raw materials will continue to have a material effect on our results of operations.
Foreign Currency Fluctuations and Translations and Translation of Financial
Statements of Foreign Entities
Our results of operations and financial condition are materially affected by currency
translations of the results of operations and financial condition of our subsidiaries in
Indonesia, India, China, Vietnam and other countries whose functional currency is different
from our functional currency at the group level. Our functional currency is the Singapore
dollar, as the Singapore dollar reflects the primary economic environment in which we
operate, and our combined financial statements are presented in U.S. dollars, our reporting
currency. As such, we are required to translate the results of operations and financial position
for each entity of the Group with a functional currency other than the Singapore dollar or the
U.S. dollar into Singapore dollars, and from Singapore dollars into U.S. dollars for
presentation in our combined financial statements. For each such entity of our Group, income
and expense items on its statement of profit and loss and other comprehensive income are
translated at the average exchange rate between its functional currency and the Singapore
dollar for that reporting period, and assets and liabilities on its balance sheet are translated at
the exchange rate between its functional currency and the Singapore dollar as of the end of
that reporting period. The income and expense items are then translated from Singapore
dollars to U.S. dollars at the average exchange rate between the Singapore dollar and the
U.S. dollar for that reporting period and the assets and liabilities are translated from
Singapore dollars to U.S. dollars at the exchange rate between the Singapore dollar and the
U.S. dollar as of the end of that reporting period. The average exchange rates for the
reporting year for 2011, 2012 and 2013 and for the three months ended March 31, 2014 used
for our combined financial statements were S$1:US$0.797, S$1:US$0.803, S$1:US$0.798
and S$1:US$0.790, respectively, and the exchange rates as of the end of the reporting year
for 2011, 2012 and 2013 and March 31, 2014 used for our combined financial statements
were S$1:US$0.772, S$1:US$0.817, S$1:US$0.789 and S$1:US$0.795, respectively.
Substantial currency fluctuations, particularly the depreciation of the local currencies of our
subsidiaries against the Singapore dollar, will result in translation adjustments that may
materially impact our results of operations and the comparison of such line items from year to
year.
Fluctuations in foreign currencies may also directly impact our business and results of
operations by affecting our profit margins where our costs of goods are predominantly
denominated in one currency and sales are made in another currency. For example, a
significant portion of our cost of raw materials for our animal feed produced and sold in
Indonesia is denominated in U.S. dollars, as we import all of our soybean meal and a
significant portion of our corn for our animal feed business in Indonesia. While we generally
have been able to pass on to customers any increases in the cost of raw materials as a result
of the appreciation of the U.S. dollar against the Rupiah, in the case of a severe depreciation
of the Rupiah against the U.S. dollar, we may not be able to pass on, immediately or at all,
some or all of such an increase to Indonesian consumers, which would have an adverse
impact on our profit margin and our business and results of operations. In addition, a severe
depreciation of the Rupiah could dampen consumer confidence and spending power in
Indonesia and cause a decline in demand for our products. Conversely, if the Rupiah were to
appreciate against the U.S. dollar, we would expect profit margins on our animal feed sales in
Indonesia and our results of operations would improve.
Transactions by the Company in foreign currencies are recorded in Singapore dollars at the
prevailing exchange rates as of the dates of the transactions. At the end of each reporting
year, recorded monetary balances and balances that are measured at fair value and
denominated in functional currencies other than the Singapore dollar are reported at the
prevailing rates as of the end of the reporting year and the fair value dates, respectively. All
70
realized and unrealized exchange adjustment gains and losses are reflected in our statement
of profit or loss. As a result, any such adjustment gains and losses can have a material impact
on our results of operations.
Production Capacity for Dairy, Animal Feed, Poultry and Beef Cattle
We derived a significant portion of our net sales for the years ended December 31, 2011,
2012 and 2013 from our dairy, animal feed, commercial farm and DOC business segments,
and the results of these segments depend to a significant extent on their production
capacities. The volume of raw milk and animal feed and the number of broilers and DOCs that
we can produce annually are dependent on the availability of sufficient production capacity to
meet demand. In recent times, our ability to meet demand in certain of these segments has
been limited by our capacity, and changes to our capacity could have a significant impact on
our net sales. We are currently in the process of expanding our animal feed and DOC
production capacities, which we hope will allow us to better meet our customer demand.
Conversely, any reduction in our production capacities in these key business segments,
whether due to planned maintenance or unforeseen events, may impact our ability to meet
customer demand and could potentially reduce our net sales from the affected business
segment.
Outbreak of Livestock Diseases
Outbreaks of diseases affecting livestock at our poultry, beef cattle, swine, aquaculture and
dairy farms or facilities could have a material effect on our business, financial condition and
results of operations. For instance since 2003, the H5N1 strain of Avian Influenza, or bird
flu, which is potentially lethal to humans, has affected poultry flocks and other birds in several
countries around the world, including in Indonesia, China and Vietnam. Previous outbreaks of
the H5N1 strain of Avian Influenza in Indonesia have resulted in reduced demand for
chickens and drops in the price of DOCs and chicken products. In particular, the initial
outbreak of H5N1 strain of Avian Influenza in Indonesia in late 2003/early 2004 resulted in a
reduction in our gross profit for the first quarter of 2004 for our Indonesian poultry business of
approximately 12.4% from the previous comparative period. An outbreak of disease could
also have a positive effect on our results of operations if consumers perceive us as having
more stringent biosecurity policies and quality control standards than our competitors.
Prices of our Products
The prices of our products are affected by movements in market prices, demand and supply,
the prices of raw materials that we require for production, the quality of our products, and our
customer relationships and strategy, which could have an impact on the demand for our
products. As the selling prices of our feed products typically track the prices of major imported
raw materials, any increase in prices of our raw materials will generally result in an increase in
our selling prices, which could have an impact on the demand for our products. Our dairy,
DOC, broiler, beef, swine and consumer food products are primarily affected by demand and
supply conditions, which can cause our prices to vary due to volatility in market demand and
supply. The prices of our raw milk in China are also driven by the premium quality of our
products. We have established premium dairy businesses in both China and Indonesia and in
2013, the average price of our milk sold in China was approximately 25% higher than the
average market price of milk across ten key production regions in China, according to the
China Ministry of Agriculture. We are also able to sell our dairy products marketed under our
Greenfields brand at premium prices to consumers in Indonesia and other countries in Asia.
High prices can drive our revenue but may also dampen consumer demand. For details on
the average selling prices of our dairy, animal protein and consumer foods products, see the
tables on key operational data in BusinessOur Dairy Segment, BusinessOur Animal
Protein Segment and BusinessOur Consumer Food Segment.
71
Changes in Product Mix

The prices and profit margins of our products vary by business segment. Gross profit margins
have historically been, and we expect will continue to be, generally higher in our dairy
segment and consumer food segment than in our animal protein segment. To the extent that
the contribution of one segment increases or decreases as a proportion of our business, this
will impact our business, results of operations and financial condition. We expect the
contribution of our dairy segment to continue to expand as a proportion of our total business,
and our consumer food segment to increase over the longer term. We expect our animal
protein segment to grow in line with the growth of consumer purchasing power in our target
markets. Within the animal protein segment, a change in our sales mix may affect our results
of operations as prices and profit margins of beef products are higher than those of poultry
products. As any such change will follow changes in consumer demand, we do not expect a
significant change in the sales mix of our animal protein business segment in the near future,
given the current price differential between beef and poultry and the demographics and
purchasing power of customers in our target markets.
Regulatory Environment
Our business activities and results of operations are affected by the regulatory environment in
our target markets. Changes in regulations and government policies with regard to any of the
dairy, poultry, cattle and swine industries could significantly impact our sales and cost of
goods sold. For instance, on April 15, 2014, the Minister of Trade of Indonesia issued an
advisory letter requesting that all poultry husbandry stakeholders (including us) limit the sales
price for their DOCs at Rp.3,200 per DOC and decrease their production of broilers and layer
egg hatching by 15%. The terms of the advisory letter were effective for a period of one
month (commencing April 15, 2014). These requests directly impacted our DOC business and
results of operations for the period from April 15, 2014 to May 15, 2014. Pursuant to meetings
with the Minister of Trade at the time the letter was issued in April 2014, poultry producers
(breeders and farmers) including PT Japfa had, through the associations of which they are
members, requested the Minister of Trade to intervene with respect to the seasonal drop in
broiler prices resulting from the over-production of broiler chicken after the Lebaran
celebrations in Indonesia. The Minister of Trade on July 8, 2014 announced that he had
requested members of such associations to reduce DOC production by 20% from July 8,
2014 until after Lebaran, which fell on July 28, 2014. No formal directive was issued as the
request for a reduction in production had come from the producers. The Indonesian
government has also implemented a scheme to strengthen its domestic beef production
sector and reduce Indonesias reliance on cattle imports, with an aim of boosting cattle
production by 200,000 head per year and reducing cattle imports by 10% by 2014. This has
resulted in a restriction on the number of import permits for live cattle since 2010, which has
directly impacted our cattle breeding activities, as we import approximately 90% of our live
cattle requirements from Australia annually, resulting in part in a reduction in our sales from
approximately 70,100 beef cattle in 2011 to approximately 47,000 beef cattle in 2013.
Changes in Chinas one child policy may also have a significant beneficial effect on our dairy
business in China. We also benefit from favorable tax treatment in China and other
jurisdictions in which we operate. Whether we continue to receive beneficial tax treatment
could significantly impact our results of operations and financial condition in the future.
Critical Accounting Policies
Our combined financial statements have been prepared in accordance with FRS and the
related interpretations to FRS as issued by the Singapore Accounting Standards Council and
the Singapore Companies Act. The preparation of these combined financial statements
requires management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and
liabilities. Management bases its estimates and judgments on historical experience and other
factors that it believes to be reasonable under the circumstances. We continually evaluate
72
such estimates and judgments. Actual results may differ from these estimates under different
assumptions or actual conditions. In order to provide an understanding of how our
management forms their judgment about future events, including the variables and
assumptions underlying our estimates, and the sensitivity of judgments to different
circumstances, we have identified the critical accounting policies discussed below. For more
details, see Note 2 to our combined financial statements included in this Prospectus.
Fair Value of Biological Assets
Biological assets are measured at fair value less costs to sell the assets. In determining the
fair value of the biological assets, the fair value of dairy cows, breeding cattle and swine is
determined based on either (i) the market-determined price as at the end of the reporting year
adjusted with reference to the species, age, growing condition, costs incurred and expected
yield to reflect differences in characteristics and/or stages of growth of the livestock or (ii) the
present value of expected net cash flows from the livestock discounted at a current marketdetermined rate, when market-determined prices are unavailable. Any change in the
estimates may affect the fair value of the livestock significantly. The professional valuers and
management review the assumptions and estimates annually to identify any significant
change in the fair value of the livestock.
Impairment of and Useful Lives of Biological Assets
Our Group assesses annually whether its biological assets that are not measured at fair value
less costs to sell have any indication of impairment. In instances where there are indicators of
impairment, the recoverable amounts of the biological assets will be determined based on
value-in-use calculations. These calculations require the use of management judgments and
estimates. It is impracticable to disclose the extent of the possible effects. It is reasonably
possible, based on existing knowledge, that outcomes within the next financial year that are
different from assumptions could require a material adjustment to the carrying amount of the
balances affected.
We review the estimated useful lives of breeding chickens at the end of each reporting year.
Where useful lives are less than previously estimated lives, the amortization charge is
increased.
Allowance for Doubtful Trade Accounts
An allowance is made for doubtful trade accounts for estimated losses resulting from the
subsequent inability of the customers to make required payments. If the financial conditions of
the customers were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required in future periods. Management generally
analyses trade receivables and historical bad debts, customer concentrations, and customer
creditworthiness when evaluating the adequacy of the allowance for doubtful trade
receivables. To the extent that it is feasible, impairment and uncollectibility is determined
individually for each item. In cases where that process is not feasible, a collective evaluation
of impairment is performed. At the end of the reporting year, the trade receivables carrying
amount approximates the fair value and the carrying amounts might change materially within
the next reporting year but these changes would not arise from assumptions or other sources
of estimation uncertainty at the end of the reporting year.
Net Realizable Value of Inventories
A review is made periodically on inventory for excess inventory and declines in net realizable
value below cost and an allowance is recorded against the inventory balance for any such
declines. The review requires management to consider the future demand for the products. In
any case the realizable value represents the best estimate of the recoverable amount and is
based on the acceptable evidence available at the end of the reporting year and inherently
73
involves estimates regarding the future expected realizable value. The usual considerations
for determining the amount of allowance or write-down include ageing analysis, technical
assessment and subsequent events. In general, such an evaluation process requires
significant judgment and materially affects the carrying amount of inventories at the end of the
reporting year. Possible changes in these estimates could result in revisions to the stated
value of the inventories.
Useful Lives of Property, Plant and Equipment
The estimates for the useful lives and related depreciation charges for property, plant and
equipment, which includes leasehold land, buildings and site factories, machinery and
equipment, office furniture and fixtures, motor vehicles and assets not in use, are based on
commercial and other factors which could change significantly as a result of innovations in
response to market conditions. The depreciation charge is increased where useful lives are
less than previously estimated lives, or the carrying amounts written off or written down for
technically obsolete or assets that have been abandoned.
Property, Plant and Equipment
Property, plant and equipment are stated at carrying value. An assessment is made at each
end of the reporting year whether there is an indication that the asset may be impaired. If any
such indication exists, an estimate is made of the recoverable amount of the asset. The
recoverable amounts of cash-generating units if applicable is determined based on value-inuse calculations. These calculations require the use of estimates. It is reasonably possible,
based on existing knowledge, that outcomes within the next financial year that are different
from assumptions could require a material adjustment to the carrying amount of the balances
affected.
Income Taxes
Our Group has exposure to income taxes in a number of jurisdictions, including Indonesia,
China, India, Vietnam, Myanmar and Singapore. Significant judgment is involved in
determining our Group-wide provision for income taxes. There are certain transactions and
computations for which the ultimate determination is uncertain during the ordinary course of
business. The administration and enforcement of tax, laws and regulations may be subject to
uncertainty and a certain degree of discretion by the tax authorities in these jurisdictions.
Although our Group believes the amounts recognized for income and deferred taxes are
adequate, these amounts may be insufficient based on the respective countries tax
authorities interpretation and application of these laws and regulations and our Group may be
required to pay more as a result. It is impracticable to determine the extent of the possible
effects of the above, if any, on the combined financial statements of our Group. Our Group
recognizes liabilities for expected tax issues based on estimates of whether additional taxes
will be due. Where the final tax outcome of these matters is different from the amounts that
were initially recognized, such differences will have an impact on the income tax and deferred
tax provisions in the period in which such determination is made.
Deferred Income Taxes
Management judgment is required in determining the provision for income taxes, deferred tax
assets and liabilities and the extent to which deferred tax assets can be recognized.
A deferred tax asset is recognized if it is probable that sufficient taxable income will be
available in the future against which the temporary differences and unused tax losses can be
utilized. Management also considers future taxable income and tax planning strategies in
assessing whether deferred tax assets should be recognized in order to reflect changed
circumstances as well as tax regulations. As a result, due to their inherent nature, it is likely
that deferred tax calculation relates to complex fact patterns for which assessments of
likelihood are judgmental and not susceptible to precise determination.
74
Pension and Employee Benefits

The determination of our Groups obligations and cost for pension and employee benefits
liability is dependent on its selection of certain assumptions used by independent actuaries in
calculating such amounts. Those assumptions include among others, discount rates,
expected rates of return of assets, future annual salary increases, annual employee turnover
rates, disability rates, retirement age and mortality rates. Actual results that differ from the
assumptions are recognized immediately in profit or loss as and when they occur. While our
Group believes that its assumptions are reasonable and appropriate, significant differences in
our Groups actual experience or significant changes in the assumptions may materially affect
its estimated liabilities for pensionable and employee benefits and net employee benefits
expense.
In determining the appropriate discount rate, our management considers the Indonesian
government securities yield (risk free rate) curve and the expected remaining working period
of the relevant employees in Indonesia.
The mortality rate is based on publicly available mortality tables for the specific country and is
modified accordingly with estimates of mortality improvements. Future salary increases are
based on expected future inflation rates for the specific country.
Determination of Functional Currency
Our Group measures foreign currency transactions in the respective functional currencies of the
Company and its subsidiaries. In determining the functional currencies of the entities in our
Group, judgment is required to determine the currency that mainly influences sales prices for
goods and services and of the country whose competitive forces and regulations mainly
determine the sales prices of its goods and services. The functional currencies of the entities in
our Group are determined based on managements assessment of the economic environment
in which the entities operate and the entities process of determining sales prices.
Environmental Regulations
Environmental regulations and social practices in some of the countries in which our Group
operates tend to be less stringent than in developed countries. It is possible that these
regulations could become more stringent in the future and compliance with them may involve
incurring significant costs. This may consequently have an adverse effect on our Groups
operations. Any failure to comply with the laws and regulations could subject our Group to
further liabilities. It is impracticable to disclose the extent of the possible effects of the above
matters on the combined financial statements of our Group.
Changes in Accounting Policies
We have not made any significant changes in our accounting policies during the years ended
December 31, 2011, 2012 and 2013 and the three months ended March 31, 2014.
75
Results of Operations
The following table sets forth certain income statement data from our combined financial
statements, in absolute terms and as a percentage of our revenue for the periods indicated:
For the year ended December 31,
2011
2012
2013
US$
%
US$
%
US$
%

ended March 31,
2013
2014
US$
%
US$
%
(US$ in millions, except percentages)

Revenue ............................................. 2,029.8 100.0 2,321.8 100.0 2,697.3 100.0 675.8 100.0 690.1 100.0
Cost of Sales ........................................ (1,663.2) 81.9 (1,873.8) 80.7 (2,198.1) 81.5 (541.0) 80.1 (574.1) 83.2
Gross Profit .........................................
Increase in Fair Value of Biological Assets ......
Interest Income ......................................
Other Credits ........................................
Foreign Exchange Adjustments Gains ...........
Foreign Exchange Adjustments Losses ..........
Marketing and Distribution Costs ..................
Administration Expenses ...........................
Finance Costs .......................................
Other Charges .......................................
366.5
18.1
448.0
19.3
499.2
18.5
134.7
19.9
116.0
16.8
7.5
3.1
9.9
4.4
0.4
0.2
0.5
0.2
6.6
5.9
7.3
-
0.3
0.3
0.3
-
6.3
2.9
3.5
-
0.2
0.1
0.1
-
(10.6)
0.8
0.3
0.6
1.6
0.1
0.1
0.1
2.4
1.0
0.8
7.6
0.3
0.1
0.1
1.1
(84.6)
(146.8)
(41.9)
(3.8)
4.2
7.2
2.1
0.2
(1.4)
(83.1)
(173.5)
(56.8)
(4.2)
0.1
3.6
7.5
2.4
0.2
(30.1)
(95.0)
(202.5)
(66.8)
(2.6)
1.1
3.5
7.5
2.5
0.1
(25.0)
(50.4)
(14.7)
(0.6)
3.7
7.5
2.2
0.1
(26.1)
(55.2)
(19.3)
(0.01)
3.8
8.0
2.8
0.0

operations ........................................
Income tax expense ................................
114.4
(34.9)
5.6
1.7
148.8
(38.4)
6.4
1.7
114.8
(33.4)
4.3
1.2
35.2
(9.9)
5.2
1.5
27.2
(5.3)
3.9
0.8
Profit from continuing operations, net

of tax ..............................................
79.5
3.9
110.4
4.8
81.4
3.0
25.4
3.8
22.0
3.2

Plan, Net of Tax ..................................
operations, net of tax.............................
(6.2)
0.3
(8.7)
0.4
7.2
0.3
(7.2)
1.1
(9.5)
1.4
(14.9)
0.7
(28.6)
1.2
(117.2)
4.3
(3.8)
0.6
37.6
5.5
Other Comprehensive Income/(Loss) for the

Year, Net of Tax .................................
(21.1)
1.0
(37.3)
1.6
(110.1)
4.1
(11.1)
1.6
28.1
4.1
Total Comprehensive Income/(Loss) ..........
58.4
2.9
73.1
3.1
(28.7)
1.1
14.3
2.1
50.1
7.3
44.5
2.2
53.3
2.3
41.8
1.5
17.8
2.6
13.6
2.0
35.0
1.7
57.2
2.5
39.6
1.5
7.6
1.1
8.4
1.2
79.5
3.9
110.4
4.8
81.4
3.0
25.4
3.8
22.0
3.2
28.3
1.4
39.4
1.7
(35.3)
1.3
8.5
1.3
33.5
4.9
30.1
1.5
33.7
1.5
6.6
0.2
5.8
0.9
16.6
2.4
58.4
2.9
73.1
3.1
(28.7)
1.1
14.3
2.1
50.1
7.3

of Tax ..............................................
Net of Tax .........................................
Profit, Net of Tax ...................................
Total Comprehensive Income/(Loss)
Attributable to Owners of the Parent, Net of
Tax .................................................
Attributable to Non-Controlling Interests, Net
of Tax ..............................................
Total Comprehensive Income/(Loss) ..........
Principal Components of Our Combined Statement of Profit and Loss and Other
Comprehensive Income
Revenue
Our revenue consists of our total external sales derived from our various business segments
less the sales discounts that we provide to our customers. We derive our revenue primarily
from our dairy, animal protein and consumer food segments. Our revenue from our animal
protein segment primarily comprise revenue derived from sales of our animal feeds,
commercial farming, DOCs, beef cattle, swine, aquaculture and consumer food products
segments.
76
The following table sets forth information about our revenue by business segment and the
percentage breakdown of our revenue for the periods indicated:
2011
2012
2013
US$
%
US$
%
US$
For the three months ended

March 31,
2013
2014
US$
%
US$
%
Revenue:
Dairy . . . . . . . . . . . . . . . .
38.4
1.9
72.1
3.1
122.5
4.5
28.1
4.2
50.5
7.3
Animal Protein . . . . . 1,762.6
86.8 2,010.3
86.6 2,347.2
87.0 582.2
86.1 592.9
85.9
Consumer Food . . . 228.8
11.3
239.4
10.3
227.6
8.4
65.5
9.7
46.7
6.8
Total . . . . . . . . . . . . . . . . 2,029.8 100.0 2,321.8 100.0 2,697.3 100.0 675.8 100.0 690.1 100.0
Cost of Sales
Cost of sales primarily represents the costs of raw materials, direct labor costs, manufacturing
overheads (which include utilities, depreciation and rental costs) and changes in inventories
of finished goods and work-in-progress associated with our dairy, animal protein and
consumer food business segments, net of inter-segment eliminations. The cost of raw
materials is the most significant component of our cost of sales. Cost of raw materials
accounted for 84.0%, 83.7% and 84.5% of our overall cost of sales for the years ended
December 31, 2011, 2012 and 2013, respectively, and 89.5% and 88.3% of our overall cost of
sales for the three months ended March 31, 2013 and 2014, respectively. The raw materials
purchased by us from independent suppliers include raw materials for our dairy, animal
protein and consumer food segments. Set out below is a breakdown of our cost of sales by
business segment and each item as a percentage of our total cost of sales for the periods
indicated:
2011
2012
2013
US$
%
US$
%
US$
%

ended March 31,
2013
2014
US$
%
US$
%
Cost of sales:
Dairy
Raw materials .............................
Direct labor ................................
Manufacturing overheads ................
Changes in inventories of finished
goods and work-in-progress ..........
11.0
2.7
8.5
1.6
0.1
2.8
0.1
7.1
Sub-total ...................................
23.8
1.5
41.8
2.2
70.9
0.7
0.2
0.5
23.6
3.3
12.1
1.3
0.2
0.6
44.7
5.2
13.9
2.0
0.2
0.6
17.0
1.1
4.9
3.1
0.2
0.9
0.4 (6.4) (1.2)

3.2
16.6
3.0
22.4
1.3
4.1
3.9
0.2
0.7
0.4
0.1
28.2
4.9
Animal Protein
Raw materials ............................. 1,287.3 77.4 1,408.5 75.2 1,705.1 77.6 438.2 81.0 470.5 82.0
Direct labor ................................
19.9
1.2
23.5
1.3
33.8
1.5
8.6
1.6
9.1
1.6
Manufacturing overheads ................ 115.1
6.9 142.0
7.6 180.2
8.2 46.8
8.7 50.2
8.7
68.6
4.1
81.0
4.3
47.5
2.2 (16.0) (3.0) (17.3) (3.0)
Sub-total ................................... 1,490.9 89.6 1,655.0 88.4 1,966.6 89.5 477.5 88.3 512.5 89.3
Consumer Food
Raw materials .............................
Direct labor ................................
Manufacturing overheads ................
Sub-total ...................................
98.4
2.5
14.0
5.9
0.2
0.8
135.8
2.3
18.0
7.2
0.1
1.0
108.5
4.4
14.5
4.9
0.2
0.7
29.1
1.2
3.4
5.4
0.2
0.6
13.5
1.5
4.0
2.4
0.3
0.7
33.6
2.0
20.9
1.1
33.2
1.5
13.2
2.4
14.4
2.5
148.5
8.9
177.0
9.4
160.6
7.3
46.9
8.7
33.4
5.8
Total .......................................... 1,663.2 100.0 1,873.8 100.0 2,198.1 100.0 541.0 100.0 574.1 100.0
77
Gross Profit and Gross Profit Margin

Gross profit is our revenue minus our cost of sales. Gross profit margin is calculated as gross
profit divided by our revenue.
Increase in Fair Value of Biological Assets
Increases in fair value of biological assets represent the changes in fair value relating to our
biological assets which comprise dairy cows, breeding cattle and swine. Our biological assets
are carried at fair value measured at the end of the reporting period, and all changes in fair
value relating to the biological assets are recognized directly in profit and loss as required by
FRS.
Interest Income
Our interest income consists of interest income on cash and cash equivalents deposited at
financial institutions.
Other Credits
Other credits comprise principally of gain on disposal of property, plant and equipment
(PPE), rental income from investment properties, increases in fair value of marketable
securities, insurance reimbursement and scrap sales.
Other Charges
Other charges comprise principally of allowance for impairment on trade receivables,
impairment allowance on investment properties, decreases in fair value of marketable
securities, loss on disposal of investment properties, write-offs of PPE, write-offs of intangible
assets, bad debts written off on trade receivables and negative goodwill on acquisition of
subsidiaries.
Foreign Exchange Adjustments Gains/Losses
Foreign exchange adjustments gains/losses comprise all realized and unrealized exchange
adjustment gains or losses arising from the reporting of recorded monetary balances
denominated in functional currencies other than the Singapore dollar as of the end of the
reporting year and balances that are measured at fair value and denominated in functional
currencies other than the Singapore dollar as of their fair value dates.
Marketing and Distribution Costs
Marketing and distribution costs consist of our marketing expenses, advertising and
promotional expenses, employee benefits expenses, freight charges and distribution costs.
Administrative Expenses
Our administrative expenses primarily consist of employee benefits expense and related
payroll costs, defined long-term employee benefits, security, depreciation, travel, repairs and
maintenance, electricity and water, office supplies, professional fees, building rental, and
vehicles maintenance.
Finance Costs
Finance costs primarily consist of interest expenses incurred on our short-term and long-term
loan facilities as well as debt securities. See Indebtedness below.
78
Income Tax Expense

Income tax expense comprise current tax expense and deferred tax expense. The following
table sets forth the breakdown of our total income tax expense for the periods indicated:
For the year ended
December 31,
2011
2012
2013

ended March 31,
2013
2014
(US$ in millions)
Current tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.3 41.4 32.8

Deferred tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6 (3.1)
0.5
Total income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34.9 38.4 33.4
9.6
0.2
9.9
4.8
0.5
5.3
Profit from Continuing Operations, Net of Tax

Profit from continuing operations, net of tax represents our profit after tax for our Group. Profit
from continuing operations, net of tax attributable to our shareholders comprise the portion of
profit from continuing operations, net of tax that is attributable to our shareholders. Profit from
continuing operations, net of tax attributable to non-controlling interests comprise the portion
of profit from continuing operations, net of tax that is attributable to equity interests that are
not owned directly or indirectly by the Company in our subsidiaries.
Remeasurement of the Net Defined Benefits Plan, Net of Tax
Our subsidiary, PT Japfa operates a defined benefit plan for qualifying employees in
Indonesia. The cost of providing post-employment benefits is calculated by an independent
actuary at the end of each reporting period and any actuarial gains and losses from period to
period are recognized to profit and loss as other comprehensive income/(loss) under our
adoption of FRS 19 Employee Benefits.
Exchange Differences on Translating Foreign Operations, Net of Tax
The balance sheet items of each of our subsidiaries whose functional currency is not the
Singapore dollar or the U.S. dollar are translated, first, into Singapore dollars (being the
Companys functional currency) and then from Singapore dollars into U.S. dollars (being our
presentation currency) at the exchange rate between the relevant currencies as of the end of
the financial year or period. The income and expense items of such subsidiaries are
translated, first, into Singapore dollars and then from Singapore dollars into U.S. dollars at the
average exchange rate between the relevant currencies during the financial year or period.
Exchange differences on translating foreign operations, net of tax, comprise cumulative aftertax adjustments made to reconcile (i) the translation of the balance sheet items of such
subsidiaries using exchange rates as of the end of the financial year or period to (ii) the
translated balance sheet items as of the previous financial year or period and changes in
balance sheet items of such subsidiaries due to translation of their profit and expense items
using average exchange rates during the financial year or period. There are no exchange
differences on translating the balance sheet items and the income and expense items of the
AIH Group whose functional currency is the U.S. dollar.
Total comprehensive income/(loss) attributable to owners of the Company comprise the
portion of total comprehensive income that is attributable to our shareholders. Total
comprehensive income attributable to non-controlling interests comprise the portion of total
comprehensive income that is attributable to equity interests that are not owned directly or
indirectly by the Company. Non-controlling interest represents the interest of shareholders
other than the Company in the net income and equity of subsidiaries that are not whollyowned by the Company in our subsidiaries, and is presented based on the percentage of
79
ownership of such shareholders in the subsidiaries. Total comprehensive income is attributed

to non-controlling interests even if this results in the non-controlling interests having a deficit
balance.
Review of Historical Operating Results
Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013
Revenue
Our revenue increased 2.1% from US$675.8 million in the three months ended March 31,
2013 to US$690.1 million in the three months ended March 31, 2014 primarily due to an
increase in revenue in our dairy segment and to a lesser extent, an increase in revenue in our
animal protein segment, partially offset by a decrease in revenue in our consumer food
segment.
Revenue from Dairy. Our revenue from dairy increased 79.7% from US$28.1 million in the
three months ended March 31, 2013 to US$50.5 million in the three months ended March 31,
2014. Increase in revenue was primarily due to an increase in sales volume of our dairy
products in China, which increased from 27,850 tons of raw milk sold in the three months
ended March 31, 2013 to 45,797 tons of raw milk sold in the three months ended March 31,
2014 driven primarily by an increase in the number of milking cows (from 10,736 as at
March 31, 2013 to 16,655 as at March 31, 2014) as we completed construction of and
commenced milk production at our third dairy farm in June 2013 and to a lesser extent, to an
increase in the average selling price of our raw milk. The average selling price of our raw milk
from our China operations increased from RMB4.22 per kilogram in the three months ended
March 31, 2013 to RMB5.25 per kilogram in the three months ended March 31, 2014.
Revenue from Animal Protein. Our revenue from animal protein increased 1.8% from
US$582.2 million in the three months ended March 31, 2013 to US$592.9 million in the three
months ended March 31, 2014. This increase was primarily due to increases in sales volume
of our animal feeds, DOCs, broilers and swine as well as increases in average selling prices
of our animal feeds, partially offset by decreases in the average selling prices of our DOCs,
broilers, swine and cattle. Our gross sales volume of animal feeds increased from
approximately 0.88 million tons in the three months ended March 31, 2013 to approximately
0.92 million tons in the three months ended March 31, 2014 primarily due to the addition of
additional production machinery and improved raw materials storage facilities, our gross sales
of DOCs increased from approximately 138.7 million chicks in the three months ended
March 31, 2013 to approximately 146.2 million chicks in the three months ended March 31,
2014 primarily as a result of increased production capacity with the addition of new breeding
farms and hatcheries in Indonesia and our gross sales volume from commercial farming
increased from 116,500 tons of broilers and approximately 8,000 piglets sold in the three
months ended March 31, 2013 to 153,300 tons of broilers and approximately 39,400 piglets
sold in the three months ended March 31, 2014 primarily as a result of increased production
capacity at our commercial farms in Indonesia and Vietnam, respectively. In Indonesia, the
average selling price of our animal feeds increased from Rp.5,697 per kilogram in the three
months ended March 31, 2013 to Rp.6,169 per kilogram in the three months ended March 31,
2014, the average selling price of our broilers decreased from Rp.14,715 per kilogram in the
three months ended March 31, 2013 to Rp.14,507 per kilogram in the three months ended
March 31, 2014 and the average selling price of our DOCs decreased from Rp.4,700 per
chick in the three months ended March 31, 2013 to Rp.4,659 per chick in the three months
ended March 31, 2014. The increase in our revenue for the three months ended March 31,
2014 was also due to a lesser extent to the increase in cattle sales, which increased from
approximately 11,000 heads of cattle in the three months ended March 31, 2013 to
approximately 14,400 heads of cattle in the three months ended March 31, 2014 driven by our
ability to import more live cattle, and to the increase in the average selling price of our cattle,
80
which increased from Rp.32,752 per kilogram in the three months ended March 31, 2013 to
Rp.36,337 per kilogram in the three months ended March 31, 2014.
Revenue from Consumer Food. Our revenue from consumer food decreased 28.7% from
months ended March 31, 2014 primarily due to a decrease in sales volume of our ambient
temperature meat products driven by a decrease in demand as the depreciation of the Rupiah
at the end of 2013 affected purchasing power of our target market which cater more to lower
income customers, which was partially offset by an increase in sales of our chilled/frozen
meat products, which were not as affected by the depreciation of the Rupiah. Gross sales
volume of our ambient temperature meat products decreased from 11,964.7 thousand
kilograms in the three months ended March 31, 2013 to 10,631.2 thousand kilograms in the
three months ended March 31, 2014. Gross sales volume of our chilled/frozen meat products
increased from 1,796.8 thousand kilograms in the three months ended March 31, 2013 to
1,985.1 thousand kilograms in the three months ended March 31, 2014. Over the same
periods, the average selling price of our chilled/frozen meat products remained relatively
constant while the average selling price of our ambient temperature products rose slightly in
Rupiah terms.
Cost of Sales
Our cost of sales increased 6.1% from US$541.0 million in the three months ended March 31,
2013 to US$574.1 million in the three months ended March 31, 2014 primarily due to the
increase in cost of sales in our dairy segment and to a lesser extent, an increase in cost of
sales in our animal protein segment, partially offset by a decrease in cost of sales in our
consumer food segment.
Cost of Sales from Dairy. Our cost of sales from dairy increased 69.9% from US$16.6 million
in the three months ended March 31, 2013 to US$28.2 million in the three months ended
March 31, 2014. The increase in cost of sales was primarily driven by an increase in purchase
of raw materials, primarily feed, in line with the increase in the number of our dairy cows and
a positive change in inventories of finished goods and work-in-progress in the three months
ended March 31, 2013 as compared to a negative change in inventories of finished goods
and work-in-progress in the three months ended March 31, 2014, partially offset by a
decrease in manufacturing overhead and an increase in our average daily milk volume output
per milking cow. Our average daily milk volume output per milking cow increased as our dairy
cows progressed further in their lactation cycle, where they produce higher volumes of milk.
Cost of Sales from Animal Protein. Our cost of sales from animal protein increased 7.3% from
months ended March 31, 2014. The increase in cost of sales was driven by increased
purchases of raw materials in line with increased sales volumes, partially offset by a higher
negative change in inventories of finished goods and work-in-progress as our stock of finished
goods and work-in-progress decreased over the period.
Cost of Sales from Consumer Food. Our cost of sales from consumer food decreased 28.8%
from US$46.9 million in the three months ended March 31, 2013 to US$33.4 million in the
three months ended March 31, 2014 primarily due a decrease in the purchase of our raw
materials in line with decreased sales, partially offset by a higher positive change in
inventories of finished goods and work-in-progress as our stock of finished goods and workin-progress decreased over the period. As our consumer food business is conducted
predominantly through our Indonesian subsidiaries, PT So Good Food and PT So Good Food
Manufacturing, whose functional currency is Rupiah, financial reporting was also affected by
the depreciation of the Rupiah against the U.S. dollar from March 31, 2013 to March 31,
2014.
81

As a result of the foregoing, our gross profit decreased 13.9% from US$134.7 million in the
three months ended March 31, 2013 to US$116.0 million in the three months ended
March 31, 2014 primarily due to decreased gross profit in our consumer food and animal
protein segments driven by the depreciation of the Rupiah against the Singapore dollar and
the U.S. dollar over the same periods, partially offset by an increase in gross profit from our
dairy segment. Our overall gross profit margin in the three months ended March 31, 2014
decreased to 16.8% in the three months ended March 31, 2014 from 19.9% in the three
months ended March 31, 2013, primarily due to the decrease in the gross profit margin in our
animal protein business, which decreased from 18.0% in the three months ended March 31,
2013 to 13.6% in the three months ended March 31, 2014, partially offset by the increase in
the gross profit margins of our dairy business and consumer food business, which increased
from 40.9% in the three months ended March 31, 2013 to 44.2% in the three months ended
March 31, 2014 and from 28.4% in the three months ended March 31, 2013 to 28.5% in the
three months ended March 31, 2014, respectively. Due to the inflationary environment caused
by the depreciation of the Rupiah against the U.S. dollar in 2013, including the last quarter of
2013, while the prices of our raw materials increased in Indonesia, we were unable to pass
along certain of these raw material price increases immediately to our consumers as we have
typically been able to do in order to maintain our profit margins.
The increase in fair value arising from biological assets was US$2.4 million in the three
months ended March 31, 2014 primarily due to the increase in livestock in our animal protein
and dairy segments while the fair value of our beef and dairy cattle and swine did not change
over the period.
Interest Income
Our interest income increased 25.0% from US$0.8 million in the three months ended
March 31, 2013 to US$1.0 million in the three months ended March 31, 2014 primarily due to
an increase in bank deposits maintained by our subsidiary JCVN.
Other Credits
Other credits increased 166.7% from US$0.3 million in the three months ended March 31,
increase in scrap sales and to a lesser extent recovery of certain bad debt trade receivables
in the three months ended March 31, 2014 as compared to the three months ended
March 31, 2013.
Other Charges
Other charges decreased 98.3% from US$0.6 million in the three months ended March 31,
2013 to US$0.01 million in the three months ended March 31, 2014 primarily due to smaller
decreases in fair value of financial assets and write-offs of PPE. As a result of the foregoing,
we had net other credits and (other charges) of US$0.8 million in the three months ended
March 31, 2014 to US$(0.3) million in the three months ended March 31, 2013.
Foreign Exchange Adjustments Gains
Foreign exchange adjustments gains increased 1,166.7% from US$0.6 million in the three
months ended March 31, 2013 to US$7.6 million in the three months ended March 31, 2014
primarily due to the greater appreciation of the Rupiah against the Singapore dollar in the
three months ended March 31, 2014 as compared to in the three months ended March 31,
2013.
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Marketing and distribution costs increased 4.4% from US$25.0 million in the three months
ended March 31, 2013 to US$26.1 million in the three months ended March 31, 2014
primarily due to the contribution of marketing and distribution costs from Japfa Comfeed
Myanmar Pte Ltd for the three months ended March 31, 2014.
Administrative expenses increased 9.5% from US$50.4 million in the three months ended
March 31, 2013 to US$55.2 million in the three months ended March 31, 2014 primarily due
to an increase in employee benefits expense and related payroll cost related to increased
headcount.
Finance Costs
Finance costs increased 31.3% from US$14.7 million in the three months ended March 31,
increase in borrowings, including the issuance of the U.S. dollar-denominated senior notes
due 2018 and also incurrence of additional debt by our dairy segment.
Profit before Tax from Continuing Operations
As a result of the foregoing, profit before tax from continuing operations decreased 22.7%
three months ended March 31, 2014.
Income Tax Expense
Income tax expense decreased 46.5% from US$9.9 million in the three months ended
March 31, 2013 to US$5.3 million in the three months ended March 31, 2014 in line with the
decrease in our profit before tax from continuing operations.
As a result of the foregoing, profit from continuing operations, net of tax decreased 13.4%
three months ended March 31, 2014. Profit from continuing operations, net of tax attributable
to owners of the parent decreased 23.6% from US$17.8 million in the three months ended
March 31, 2013 to US$13.6 million in the three months ended March 31, 2014. Profit from
continuing operations, net of tax attributable to owners of non-controlling interests increased
10.5% from US$7.6 million in the three months ended March 31, 2013 to US$8.4 million in the
three months ended March 31, 2014 primarily due to profit after tax of AIH in the three months
ended March 31, 2014 attributable to the non-controlling interests of AIH as compared to loss
after tax of AIH for the three months ended March 31, 2013 attributable to the non-controlling
interests of AIH.
Our remeasurement of the net defined benefits plan, net of tax was a loss of US$9.5 million in
the three months ended March 31, 2014 due to changes in value of the net defined benefits
plan of PT Japfa during the period.
Exchange Differences in Translating Foreign Operations, Net of Tax
Exchange differences in translating foreign operations, net of tax, was a gain of
US$37.6 million in the three months ended March 31, 2014 as compared to a loss of
US$3.8 million in the three months ended March 31, 2013, primarily due to the translation of
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the balance sheet items and the income and expense items of PT Japfa whose functional
currency is the Rupiah. The gain from exchange differences in translating foreign operations,
net of tax in the three months ended March 31, 2014 was primarily due to the appreciation of
the Rupiah against the Singapore dollar over the period and the loss from exchange
differences in translating foreign operations, net of tax in the three months ended March 31,
2013 was primarily due to the depreciation of the Rupiah against the Singapore dollar over
the period. The exchange rates between the Rupiah and the Singapore dollar were
Rp.8,990.1077 to S$1 as of March 31, 2014 and Rp.7,833.3065 to S$1 as of March 31, 2013.
The average exchange rates between the Rupiah and the Singapore dollar were
Rp.9,239.9858 to S$1 and Rp.7,835.0936 to S$1 for the three months ended March 31, 2014
and March 31, 2013, respectively.
As a result of the foregoing, we had total comprehensive income of US$50.1 million in the
three months ended March 31, 2014 as compared to total comprehensive income of
US$14.3 million in the three months ended March 31, 2013. Total comprehensive income
attributable to owners of the parent was US$33.5 million and total comprehensive income
attributable to owners of non-controlling interests was US$16.6 million in the three months
ended March 31, 2014.
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Revenue
Our revenue increased 16.2% from US$2,321.8 million in 2012 to US$2,697.3 million in 2013
primarily due to increases in revenue in our animal protein segment and dairy segment,
partially offset by a decrease in revenue in our consumer food segment.
Revenue from Dairy. Our revenue from dairy increased 69.9% from US$72.1 million in 2012
to US$122.5 million in 2013. Increase in revenue was primarily due to an increase in sales
volume of our dairy products in China, which increased from 62,487 tons of raw milk sold in
2012 to 124,408 tons of raw milk sold in 2013 driven primarily by an increase in milking cows
(from 9,534 as at December 31, 2012 to 14,498 as at December 31, 2013) as we completed
construction of and commenced milk production at our third dairy farm in June 2013 and to a
lesser extent, to an increase in the average price of our raw milk. The average selling price of
our raw milk from our China operations increased from RMB4.22 per kilogram in 2012 to
RMB4.51 per kilogram in 2013.
US$2,010.3 million in 2012 to US$2,347.2 million in 2013. This increase was primarily due to
increases in sales volume of our animal feeds, DOCs, broilers and swine as well as increases
in average selling prices of our animal feeds, DOCs, broilers, swine and cattle. Our gross
sales volume of animal feeds increased from approximately 3.0 million tons in 2012 to
approximately 3.5 million tons in 2013 primarily due to the full year operation of a new feed
mill completed in mid-2012, the addition of additional production machinery and improved raw
materials storage facilities. Our gross sales of DOCs increased from approximately
540.4 million chicks in 2012 to approximately 593.8 million chicks in 2013 primarily as a result
of increased production capacity with the addition of new breeding farms and hatcheries in
Indonesia and acquisition of our Vietnam operations in September 2012. Our gross sales
volume from commercial farming increased from 405,300 tons of broilers and approximately
5,900 piglets sold in 2012 to 534,800 tons of broilers and approximately 72,700 piglets sold in
2013 primarily as a result of increased production capacity due to the addition of a
commercial farm in Indonesia as well as the acquisition of our swine and poultry operations in
Vietnam in September 2012. In Indonesia, the average selling price of our animal feeds
increased from Rp.5,113 per kilogram in 2012 to Rp.5,784 per kilogram in 2013, the average
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selling price of our broilers increased from Rp.13,438 per kilogram in 2012 to Rp.14,978 per
kilogram in 2013 and the average selling price of our DOCs increased from Rp.3,818 per
chick in 2012 to Rp.4,517 per chick in 2013. This increase in revenue was partially offset by
an decrease in our revenue from cattle sales, which declined from US$115.4 million in 2012
to US$83.2 million in 2013 due primarily to a decline in our sales volume of cattle which
decreased from approximately 69,000 in 2012 to approximately 47,000 in 2013.
Our animal protein business is conducted predominantly through our subsidiary, PT Japfa,
whose functional currency is Rupiah. As a consequence, revenue from animal protein from
2012 to 2013 as reported in U.S. dollars reflects the impact of the depreciation of the Rupiah
against the U.S. dollar from 2012 to 2013, which depreciated approximately 21.0% from
December 31, 2012 to December 31, 2013. In Rupiah terms, revenue from our animal protein
segment increased 20.1% from 2012 to 2013.
Revenue from Consumer Food. Our revenue from consumer food decreased 4.9% from
US$239.4 million in 2012 to US$227.6 million in 2013 primarily due to the impact of the
depreciation of the Rupiah against the U.S. dollar from 2012 to 2013 and to a lesser extent, a
decrease in our average selling prices. As our consumer food business is conducted
predominantly through our Indonesian subsidiaries, PT So Good Food and PT So Good Food
Manufacturing, whose functional currency is Rupiah, financial reporting from consumer food
was materially impacted by the depreciation of the Rupiah against the U.S. dollar from 2012
to 2013, even as sales volumes increased. Gross sales volume of our chilled/frozen meat
products and ambient temperature meat products increased from 42.1 million kilograms in
2012 to 52.8 million kilograms in 2013. In both Rupiah and U.S. dollar terms, the average
selling price of our chilled/frozen meat products and ambient temperature meat products
declined over the same period.
Cost of Sales
Our cost of sales increased 17.3% from US$1,873.8 million in 2012 to US$2,198.1 million in
2013 primarily due to increases in cost of sales in our animal protein segment and dairy
segment, partially offset by a decrease in cost of sales in our consumer food segment.
in 2012 to US$70.9 million in 2013. The increase in cost of sales was primarily driven by an
increase in purchases of raw materials, primarily feed, and also increases in direct labor and
manufacturing overheads and the positive change in inventories of finished goods and workin-progress in line with higher sales volume in 2013, partially offset by an increase in our
average daily milk volume output per milking cow.
Cost of Sales from Animal Protein. Our cost of sales from animal protein increased 18.8%
from US$1,655.0 million in 2012 to US$1,966.6 million in 2013. The increase in cost of sales
was primarily driven by an increase in raw materials expenses which increased 21.1% from
US$1,408.5 million to US$1,705.1 million primarily due to increased purchases of raw
materials and also increases in direct labor and manufacturing overheads in line with
increased sales volumes of our animal feeds, DOCs, broilers and swine, partially offset by
lower positive change in inventories of finished goods and work-in-progress.
Cost of Sales from Consumer Food. Our cost of sales from consumer food decreased 9.3%
from US$177.0 million in 2012 to US$160.6 million in 2013 primarily due to impact of the
depreciation of the Rupiah against the U.S. dollar from 2012 to 2013. As our consumer food
business is conducted predominantly through our Indonesian subsidiaries, PT So Good Food
and PT So Good Food Manufacturing, whose functional currency is Rupiah, financial
reporting was affected by the depreciation of the Rupiah against the U.S. dollar from 2012 to
2013. This decrease was partially offset by a higher positive change in inventories of finished
goods and work-in-progress.
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As a result of the foregoing, our gross profit increased 11.4% from US$448.0 million in 2012
to US$499.2 million in 2013 due to increased gross profit across all segments. Our overall
gross profit margin in 2013 decreased to 18.5% from 19.3% in 2012, primarily due to the
decrease in the gross profit margin in our animal protein business, which decreased from
17.7% for 2012 to 16.2% in 2013, partially offset by the increase in the gross profit margin of
our dairy business from 42.0% in 2012 to 42.1% in 2013. Due to the inflationary environment
caused by the severe depreciation of the Rupiah against the U.S. dollar in 2013, while the
prices of our raw materials increased in Indonesia, we were unable to pass along certain of
these raw material price increases immediately to our consumers as we have typically been
able to do in order to maintain our profit margins. Accordingly, we were not able to increase
our selling prices immediately to account for both the Rupiah depreciation and raw material
price increase. However, with our strong market position, we were generally able to pass on
such price increases on previous occasions.
The increase in fair value arising from biological assets was US$6.3 million in 2013 primarily
due to the increase in number of livestock in our animal protein and dairy segments as well as
an increase in fair value due to an overall increase in the market price of beef and dairy cattle
and swine. The increase in our beef livestock was due to the purchase of our Australian cattle
ranch in October 2013, from where we started importing cattle to Indonesia in 2013. Further,
we increased the number of swine stock from 24,726 to 29,653 on account of expansion of
our swine farms. The increase in our dairy cows was as a result of an increase in the number
of heads and the value per head. The total number of cows at our farms in China and
Indonesia increased by 54.9% from 29,992 heads as at December 31, 2012 to 46,449 as at
December 31, 2013.
Interest Income
Our interest income decreased 50.8% from US$5.9 million in 2012 to US$2.9 million in 2013
primarily due to a decrease in fixed deposits maintained with banks by our subsidiary PT
Japfa.
Other Credits
Other credits decreased 52.1% from US$7.3 million in 2012 to US$3.5 million in 2013
primarily due to a decrease in gains on disposal of PPE as we disposed fewer assets in 2013
as compared to 2012.
Other Charges
Other charges decreased 38.1% from US$4.2 million in 2012 to US$2.6 million in 2013
primarily due to smaller decreases in fair value of financial assets and write-offs of PPE. We
had a decrease in fair value of financial assets of US$1.3 million in 2013 as compared to
US$3.6 million in 2012 and write-offs on PPE of US$0.1 million in 2013 as compared to
US$0.2 million in 2012. As a result of the foregoing, our net other credits and (other charges)
decreased 71.0% from US$3.1 million in 2012 to US$0.9 million in 2013.
Foreign Exchange Adjustments Losses
Foreign exchange adjustments losses increased 2,050.0% from US$1.4 million in 2012 to
US$30.1 million in 2013 primarily due to unrealized exchange adjustment losses on liability
under our U.S. dollar-denominated senior notes due 2018 amounting to US$43.8 million,
partially offset by some foreign exchange adjustment gains. See Material Indebtedness
IndebtednessUS Dollar-Denominated Senior Notes Due 2018. We converted
approximately US$133 million of the proceeds from the notes into Rupiah in May 2013 shortly
86
after issuance of the notes and were impacted by the depreciation of the Indonesian Rupiah
against the U.S. dollar in 2013. Foreign exchange adjustments losses in 2013 were also
partially due to unrealized exchange adjustment losses on balances denominated in Indian
Rupees due to the depreciation of the Indian Rupee against the Singapore dollar in the same
period.
Marketing and distribution costs increased 14.3% from US$83.1 million in 2012 to
US$95.0 million in 2013 in line with the increase in our sales in 2013.
Administrative expenses increased 16.7% from US$173.5 million in 2012 to US$202.5 million
in 2013 primarily due to costs incurred in connection with the issuance of our U.S. dollardenominated senior notes due 2018 and in line with the increase in our production capacity
and sales in 2013. This increase in production capacity was due to expansion of our facilities,
primarily in Indonesia, which led to an increased in employee benefits expense and other
expenses which form part of our administrative expenses.
Finance Costs
Finance costs increased 17.6% from US$56.8 million in 2012 to US$66.8 million in 2013
primarily due to an increase in borrowings, including the issuance of the U.S. dollardenominated senior notes due 2018 and also the incurrence of additional debt by our dairy
segment. Our borrowings, excluding a non-interest bearing shareholders loan, increased by
approximately US$198.3 million in 2013. We used the increased borrowings for capital
expenditures, working capital and facility expansion, primarily in our animal protein and dairy
segments.
As a result of the foregoing, profit before tax from continuing operations decreased 22.8%
from US$148.8 million in 2012 to US$114.8 million in 2013.
Income Tax Expense
Income tax expense decreased 13.0% from US$38.4 million in 2012 to US$33.4 million in
2013 in line with the decrease in our profit before tax from continuing operations.
As a result of the foregoing, profit from continuing operations, net of tax decreased 26.3%
from US$110.4 million in 2012 to US$81.4 million in 2013. Profit from continuing operations,
net of tax attributable to owners of the parent decreased 21.6% from US$53.3 million in 2012
to US$41.8 million in 2013. Profit from continuing operations, net of tax attributable to owners
of non-controlling interests decreased 30.8% from US$57.2 million in 2012 to US$39.6 million
in 2013.
Our remeasurement of the net defined benefits plan, net of tax improved from a loss of
US$8.7 million in 2012 to a gain of US$7.2 million in 2013 primarily because the discount rate
in Indonesia underlying the actuarial assumptions used to compute the defined benefit
obligation liabilities for the purpose of the actuarial valuation increased from 5.75% in 2012 to
8.9% in 2013, which reduced the payment obligation of our subsidiary, PT Japfa under its
employee benefit plan. The discount rates used in the actuarial valuation of the defined
benefits obligations are predominantly derived from the medium- to long-term Indonesian
government bonds rates, which represent the risk-free rates. The bond rate used in the
actuarial valuation in 2012 was 5.75% and was determined by reference to the rates at the
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end of the 2012 reporting period. The bond rate used in the actuarial valuation in 2013 was
8.9% as the bond rates had increased at the end of the 2013 reporting period. As a
consequence of the increase in the bond rates, the defined benefit obligation liability of our
Group reduced at the end of the 2013 reporting period. This re-measurement of the defined
benefit obligation liability gave rise to a gain of US$7.2 million in 2013.
Exchange differences in translating foreign operations, net of tax, increased 309.8% from a
loss of US$28.6 million in 2012 to a loss of US$117.2 million in 2013, primarily due to the
translation of the balance sheet items and the income and expense items of PT Japfa whose
functional currency is the Rupiah. The exchange rates between the Rupiah and the Singapore
dollar were Rp.9,635.5687 to S$1 as of December 31, 2013 and Rp.7,878.5650 to S$1 as of
December 31, 2012. The average exchange rates between the Rupiah and the Singapore
dollar were Rp.8,419.3886 to S$1 and Rp.7,540.9644 to S$1 for the years ended
December 31, 2013 and December 31, 2012, respectively. The higher loss from exchange
differences in translating foreign operations, net of tax in 2013 was primarily due to the larger
after-tax adjustments made to reconcile (i) the translation of balance sheet items of PT Japfa
using the exchange rates as of December 31, 2013 to (ii) the translated balance sheet items
of PT Japfa of December 31, 2012 and changes in its balance sheet items due to the
translation of its income and expense items using the average exchange rates during 2013.
As a result of the foregoing, we had total comprehensive loss of US$28.7 million in 2013 as
compared to total comprehensive income of US$73.1 million in 2012. Total comprehensive
loss attributable to owners of the parent was US$35.3 million and total comprehensive income
attributable to owners of non-controlling interests was US$6.6 million in 2013.
Year ended December 31, 2012 Compared to the Year ended December 31, 2011
Revenue
Our revenue increased 14.4% from US$2,029.8 million in 2011 to US$2,321.8 million in 2012
primarily due to general increases in demand across all our business segments.
Revenue from Dairy. Our revenue from dairy increased 87.8% from US$38.4 million in 2011
to US$72.1 million in 2012. The increase in revenue was primarily due to an increase in sales
volume of our dairy products in China, which increased from 20,225 tons of raw milk sold in
2011 to 62,487 tons of raw milk sold in 2012 driven primarily by an increase in milking cows
(from 3,777 as at December 31, 2011 to 9,534 as at December 31, 2012) as we completed
construction of and commenced milk production at our second dairy farm during 2012 and to
a lesser extent, to an increase in the average price of our raw milk in China. The average
selling price of our raw milk from our China operations increased from RMB4.06 per kilogram
in 2011 to RMB4.22 per kilogram in 2012.
US$1,762.6 million in 2011 to US$2,010.3 million in 2012. This increase was primarily due to
increases in sales volume of our animal feeds, DOCs, broilers and swine as well as increases
in average selling prices of our animal feeds, DOCs, broilers, swine and cattle. Our gross
sales volume of animal feeds increased from approximately 2.6 million tons in 2011 to
approximately 3.0 million tons in 2012 due to new feed mill operations in Indonesia, the
addition of production machinery and improvements to our raw materials storage facilities.
Our gross sales volume of DOCs increased from approximately 487.5 million chicks in 2011
to approximately 540.4 million chicks in 2012 primarily as a result of increased production
capacity with the addition of new breeding farms and hatcheries in Indonesia. Our gross sales
volume from commercial farming increased from 293,600 tons of broilers in 2011 to 405,300
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tons of broilers and 5,900 piglets sold in 2012 primarily as a result of an increase in
production capacity due to additional commercial farming operations in Indonesia in April
2011 and commencement of our swine operations in Vietnam in September 2012. In
Indonesia, the average selling price of our animal feeds increased from Rp.4,840 per kilogram
in 2011 to Rp.5,113 per kilogram in 2012, the average selling price of our broilers increased
from Rp.12,750 per kilogram in 2011 to Rp.13,438 per kilogram in 2012 and the average
selling price of our DOCs increased from Rp.3,232 per chick in 2011 to Rp.3,818 per chick in
2012. The increase in revenue was also due to a lesser extent to the increase in the average
selling price of our cattle, which increased from Rp.23,428 per kilogram in 2011 to Rp.27,568
per kilogram in 2012 due to the rise in demand for beef and the impact of government
regulations in Indonesia restricting the number of import permits for live cattle even as our
sales volume of cattle decreased over the same period from approximately 70,100 in 2011 to
approximately 69,000 in 2012.
Revenue from Consumer Food. Our revenue from consumer food increased 4.6% from
US$228.8 million in 2011 to US$239.4 million in 2012 primarily due to the increase in sales
volume in Indonesia and to a lesser extent, the inclusion of full year results of our Vietnam
consumer food business which we acquired in March 2011. Gross sales volume of our chilled/
frozen meat products and ambient temperature meat products increased from 41.9 million
kilograms in 2011 to 42.1 million kilograms in 2012 while in Rupiah and U.S. dollar terms, the
average selling price of our chilled/frozen meat products and ambient temperature meat
products declined over the same period.
Cost of Sales
Our cost of sales increased 12.7% from US$1,663.2 million in 2011 to US$1,873.8 million in
2012 in line with the increase in sales volumes across all our business segments.
in 2011 to US$41.8 million in 2012. The increase in cost of sales was primarily driven by an
increase in purchases of raw materials, primarily feed, and also increases in direct labor and
manufacturing overheads and the positive change in inventories of finished goods and workin-progress in line with higher sales volume in 2012, partially offset by an increase in our
average daily milk volume output per milking cow.
Cost of Sales from Animal Protein. Our cost of sales from animal protein increased 11.0%
from US$1,490.9 million in 2011 to US$1,655.0 million in 2012. The increase in cost of sales
was primarily due to a 23.4% increase in manufacturing overheads and 18.1% increase in
direct labor from 2011 to 2012 in connection with the addition of commercial farming
operations and new breeding farms and hatcheries and also increased purchases of raw
materials and higher positive change in inventories of finished goods and work-in-progress in
line with increased sales volumes of our animal feeds, DOCs, broilers and swine.
Cost of Sales from Consumer Food. Our cost of sales from consumer food increased 19.2%
from US$148.5 million in 2011 to US$177.0 million in 2012 primarily due to the increase in
raw material purchases in line with the increase in sales volume of our chilled/frozen meat
products and ambient temperature meat products in Indonesia and the inclusion of full year
results of our Vietnam consumer food business which we acquired in March 2011. It was
partially offset by a lower positive change in inventories of finished goods and work-inprogress.
As a result of the foregoing, our gross profit increased 22.2% from US$366.5 million in 2011
to US$448.0 million in 2012. Our gross profit margin increased from 18.1% in 2011 to
19.3% in 2012 primarily due to improvements of our gross profit margins in our dairy and
animal protein segments.
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The increase in fair value arising from biological assets was US$6.6 million in 2012 primarily
due to the increase in livestock in our animal protein and dairy segments as well as an
increase in fair value due to overall increase in the market price of beef and dairy cattle and
swine value.
Interest Income
Our interest income increased 90.3% from US$3.1 million in 2011 to US$5.9 million in 2012
primarily due to increased bank deposits from the cash proceeds from the Rupiah bond
issued in early 2012 by PT Japfa. See Material IndebtednessIndebtednessRupiah
Bond.
Other Credits
Other credits decreased 26.3% from US$9.9 million in 2011 to US$7.3 million in 2012. In
2011, our gain on disposal of PPE was approximately US$7.7 million, primarily from the
disposal of certain slaughterhouses in Indonesia. The increase in our fair value of financial
assets was approximately US$1.8 million primarily due to gains on marketable securities of
certain unrelated Sri Lankan companies. We also had scrap sales of US$22,000, comprising
feed bags sold to third parties and insurance reimbursements of US$160,000, comprising
reimbursements of prior health and inventory insurance claims. In 2012, our gain on disposal
of PPE was lower, amounting to approximately US$3.0 million and there was a decrease in
fair value of financial assets (see Other Charges), partially offset by higher scrap sales
and insurance reimbursements, amounting to US$2.1 million and US$1.1 million respectively.
Other Charges
Other charges increased 10.5% from US$3.8 million in 2011 to US$4.2 million in 2012
primarily due to changes in fair value of financial assets which decreased from a gain of
US$1.8 million in 2011 to a loss of US$3.6 million in 2012 due primarily to unrealized losses
on marketable securities of certain unrelated Sri Lankan companies. As a result of the
foregoing, our net other credits and (other charges) decreased 49.2% from US$6.1 million in
2011 to US$3.1 million in 2012.
Foreign Exchange Adjustments Losses/Gains
Foreign exchange adjustments losses were US$1.4 million in 2012 as compared to foreign
exchange adjustments gains of US$4.4 million in 2011. Foreign exchange adjustments losses
in 2012 were primarily due to the depreciation of the Rupiah against the U.S. dollar in 2012.
Foreign exchange adjustments gains in 2011 were due to foreign exchange gains on U.S.
dollar-denominated loans we made to our subsidiary Jupiter Foods Pte Ltd and our then
subsidiary Japfa Intl as a result of the strengthening of the U.S. dollar against the Singapore
dollar in 2011.
Our marketing and distribution costs decreased 1.8% from US$84.6 million in 2011 to
US$83.1 million in 2012 primarily due to a decrease in marketing expenses as a result of
Japfa Comfeed India Private Limiteds consolidation of its businesses.
Administrative expenses increased 18.2% from US$146.8 million in 2011 to US$173.5 million
in 2012 primarily due to the addition of our Vietnam animal protein operations in September
2012.
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Finance Costs
Finance costs increased 35.6% from US$41.9 million in 2011 to US$56.8 million in 2012
primarily due to the Rupiah bond issued by PT Japfa in early 2012. See Material
IndebtednessIndebtednessRupiah Bond.
As a result of the foregoing, profit before tax from continuing operations increased 30.1% from
US$114.4 million in 2011 to US$148.8 million in 2012.
Income Tax Expense
Income tax expense increased 10.0% from US$34.9 million in 2011 to US$38.4 million in
2012 in line with the increase in our profit before tax from continuing operations.
As a result of the foregoing, profit from continuing operations, net of tax increased 38.9% from
US$79.5 million in 2011 to US$110.4 million in 2012. Profit from continuing operations, net of
tax attributable to owners of the parent increased 19.8% from US$44.5 million in 2011 to
US$53.3 million in 2012. Profit from continuing operations, net of tax attributable to owners of
non-controlling interests increased 63.4% from US$35.0 million in 2011 to US$57.2 million in
2012.
Our remeasurement of the net defined benefits plan, net of tax increased 40.3% from a loss
of US$6.2 million in 2011 to a loss of US$8.7 million in 2012 because of the adoption of
FRS 19 at our Group level, which required recognition of changes in value of the net defined
benefits plan of PT Japfa as other comprehensive income/(loss).
Exchange differences in translating foreign operations, net of tax, increased 91.9% from a
loss of US$14.9 million in 2011 to a loss of US$28.6 million in 2012, primarily due to the
translation of the balance sheet items and the income and expense items of PT Japfa whose
functional currency is the Rupiah. The exchange rates between the Rupiah and the Singapore
dollar were Rp.7,878.5650 to S$1 as of December 31, 2012 and Rp.7,059.9600 to S$1 as of
December 31, 2011. The average exchange rates between the Rupiah and the Singapore
dollar were Rp.7,540.9644 to S$1 and Rp.7,001.7400 to S$1 for the years ended
December 31, 2012 and December 31, 2011, respectively. The higher loss from exchange
differences in translating foreign operations, net of tax in 2012 was primarily due to the larger
after-tax adjustments made to reconcile (i) the translation of balance sheet items of PT Japfa
using the exchange rates as of December 31, 2012 to (ii) the translated balance sheet items
of PT Japfa as of December 31, 2011 and changes in its balance sheet items due to the
translation of its income and expense items using the average exchange rates during 2012.
As a result of the foregoing, total comprehensive income increased 25.2% from
US$58.4 million in 2011 to US$73.1 million in 2012. Total comprehensive income attributable
to owners of the parent was US$39.4 million in 2012 and total comprehensive income
attributable to owners of non-controlling interests was US$33.7 million in 2012.
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Liquidity and Capital Resources

We have historically met our working capital and other capital requirements primarily from
cash generated by operating activities, short-term and long-term bank borrowings and the
issuance of debt securities. See Indebtedness below.
We expect to receive approximately S$187.3 million from the net proceeds of this Offering
(assuming the Over-allotment Option is not exercised). See the section headed Use of
Proceeds for a description of the proceeds we expect to receive from the Offering and how
we intend to use them.
We believe that we have adequate working capital for our present requirements and that our
net cash generated from operating activities, together with cash and cash equivalents, and
the net proceeds from the Offering, will provide sufficient funds to satisfy our working capital
requirements and anticipated capital expenditures for the next 12 months following the date of
this Prospectus. We may, however, incur additional indebtedness to finance all or a portion of
our planned capital expenditures or for other purposes. In addition, depending on our capital
requirements, market conditions and other factors, we may raise additional funds through
debt or equity offerings or the sale or other disposition of shares or assets.
As at the Latest Practicable Date, the total US$ equivalent of the unutilized banking and credit
facilities available to our Group is approximately US$144,383,937.
Net Cash Flows
The following table sets forth a condensed summary of our combined cash flow data for the
periods indicated:
For the year ended
December 31,
2011
2012
2013

ended March 31,
2013
2014
(US$ in millions)
Net cash flows (used in)/from operating activities . . . .

Net cash flows (used in)/from investing activities . . . .
Net cash flows from/(used in) financing activities . . . .
(23.2)
(148.0)
213.9
27.0
(242.2)
221.1
89.1
(204.7)
184.0
13.5
(34.8)
(34.6)
(47.2)
(47.9)
83.5

equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42.7
5.8
68.4
(55.9)
(11.6)
104.5
147.2
153.0
153.0
221.4

period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
147.2
153.0
221.4
97.1
209.8
Net Cash Flows From/(Used in) Operating Activities

Net cash used in operating activities was US$47.2 million in the three months ended
March 31, 2014, consisting of operating cash flows before working capital changes of
US$68.6 million, cash outflow due to changes in working capital of US$98.0 million and taxes
paid of US$17.8 million. Cash outflows due to changes in working capital primarily consisted
of: cash outflows of US$22.3 million from increases in purchases of biological assets,
primarily due to purchases of swine, chicken, cattle and dairy cows and growing costs of
breeding swine, breeding chicken, breeding cattle and dairy cows; cash outflows of
US$28.1 million from decreases in trade and other payables, primarily due to payments on
balances outstanding for procurements by Annona during the fourth quarter of 2013 as
Annona made higher than usual purchases of raw materials (primarily soybean meal) in fourth
quarter of 2013 in anticipation of increased prices of raw materials (including soybean meal).
Our purchases of raw materials are generally on average credit terms of about 60 days, which
led to these cash outflows in the three months ended March 31, 2014; and cash outflows of
US$28.4 million from other assets, primarily due mainly to increases in advance payments of
92
(i) US$9.9 million mainly for the purchase of approximately 3,000 heifers for Farm 5 and
(ii) US$14.2 million to obtain letters of credit for the purchase of raw materials by PT Japfa.
Operating cash flows before working capital changes was a result of profit before tax from
continuing operations of US$27.2 million and positive non-cash adjustments of
US$41.3 million primarily for accrued interest expense and depreciation of PPE and the net
effect of exchange rate changes, partially offset by a smaller change in the fair value gain on
biological assets.
Net cash generated from operating activities was US$89.1 million in 2013, consisting of
operating cash flows before working capital changes of US$217.2 million, cash outflow due to
changes in working capital of US$93.3 million and taxes paid of US$34.8 million. Changes in
working capital primarily comprised purchases of biological assets primarily dairy cows for our
dairy segment in relation to commencement of operations of our third dairy farm in China,
which was partially offset by an increase in trade and other payables in line with such
purchases and higher than usual purchases of raw materials (primarily soybean meal) by
Annona in the fourth quarter of 2013 in anticipation of increased prices of raw materials
(including soybean meal). Operating cash flows before working capital changes was a result
of profit before tax from continuing operations of US$114.8 million and positive non-cash
adjustments of US$102.4 million primarily for accrued interest expense and depreciation of
PPE, partially offset by the net effect of exchange rate changes.
Net cash generated from operating activities was US$27.0 million in 2012, consisting of
operating cash flows before working capital changes of US$235.8 million, cash outflow due to
changes in working capital of US$163.5 million and taxes paid of US$45.4 million. Changes in
working capital primarily comprised purchases of raw materials for our animal protein
segment (primarily raw materials for our swine operations in Vietnam, which we acquired in
September 2012) and purchases of biological assets primarily dairy cows for our dairy
segment in relation to commencement of operations of our second dairy farm in China and
increases in trade receivables generally in line with increased sales, which was partially offset
by an increase in trade and other payables in line with increased inventory and biological
asset purchases. Operating cash flows before working capital changes was a result of profit
before tax from continuing operations of US$148.8 million and positive non-cash adjustments
of US$87.0 million primarily for accrued interest expense and depreciation of PPE, partially
offset by the net effect of exchange rate changes.
Net cash used in operating activities was US$23.2 million in 2011, consisting of operating
cash flows before working capital changes of US$179.6 million, cash outflow due to changes
in working capital of US$144.0 million and taxes paid of US$58.8 million. Changes in working
capital primarily comprised purchases of raw materials for our animal protein segment and
purchases of biological assets primarily dairy cows for our dairy segment and a decrease in
trade payables, which was partially offset by a decrease in trade and other receivables. The
decrease in trade and other payables and the decrease in trade and other receivables were
due to eliminations of trade and other payables and trade and other receivables accounts
between AIH and PT So Good Food due to consolidation at the combined Group level.
Operating cash flows before working capital changes was a result of profit before tax from
continuing operations of US$114.4 million and positive non-cash adjustments of
US$65.2 million primarily for accrued interest expense and depreciation of PPE partially offset
by gain on disposal of PPE, and the net effect of exchange rate changes.
Net Cash Flows (Used in)/From Investing Activities
In the three months ended March 31, 2014, our net cash used in investing activities was
US$47.9 million. This consisted primarily of cash payments of US$49.2 million used for the
purchase of buildings, machinery, equipment and land rights for our animal protein segment
in Indonesia, partially offset by proceeds from disposal of PPE.
93
In 2013, our net cash used in investing activities was US$204.7 million. This consisted
primarily of cash payments of US$206.6 million used primarily for the construction and
expansion of our dairy farms in China including the acquisition of PPE in connection with the
expansion of our dairy farms in China (for which we made cash payments of US$32.4 million
(excluding payments towards biological assets)), the expansion of production capacity at our
existing feedmills (for which we made cash payments of US$26.2 million) and also the
expansion of breeding farms (for which we made cash payments of US$39.1 million), partially
offset by cash receipts of US$2.9 million of interest received on bank deposits and US$2.2
million of proceeds from the disposal of PPE.
In 2012, our net cash used in investing activities was US$242.2 million, consisting primarily of
cash payments of US$202.0 million used primarily for the construction and expansion of our
dairy farms in China, including the acquisition of PPE in connection with the expansion of our
dairy farms in China (for which we made cash payments of US$31.8 million (excluding
payments towards biological assets)) and the expansion of production capacity in existing
feedmills (for which we made cash payments of US$36.4 million), the expansion and
construction of existing and new breeding farms and hatcheries and the re-location of an
aqua-feedmill (for which we made cash payments of US$72.9 million) and US$51.0 million
net cash outflow at acquisition date in relation to the acquisition of two subsidiaries, PT
Agrinusa Jaya Santosa and Japfa Vietnam Investments Pte Ltd, partially offset by cash
receipts of US$5.9 million of interest received on bank deposits and US$6.8 million of
proceeds from the disposal of PPE.
In 2011, our net cash used in investing activities was US$148.0 million, consisting primarily of
cash payments of US$139.7 million used primarily for the acquisition of PPE in connection
with the construction of two poultry feedmills and expansion of capacity in existing feedmills
(for which we made cash payments of US$34.1 million), the construction of new breeding
farms and hatching facilities (for which we made cash payments of US$43.0 million) and
US$28.5 million net cash outflow at acquisition datenet of cash balance of a subsidiary, PT
Primatama Karya Persada, acquired, partially offset by cash receipts of US$17.6 million from
the disposal of PPE and US$3.1 million of interest received on bank deposits.
Net Cash Flows From/(Used in) Financing Activities
In the three months ended March 31, 2014, our net cash from financing activities was
US$83.5 million, consisting primarily of US$66.6 million from the proceeds from additional
bank loans in Indonesia, US$20.6 million in proceeds from additional shareholder loans from
shareholders of the Company and US$7.1 million in proceeds from the issuance of shares to
non-controlling shareholders of AIH and non-controlling shareholders of Japfa Comfeed
Myanmar Pte Ltd, partially offset by payment of interest of US$19.3 million on outstanding
bank loans and bonds.
In 2013, our net cash from financing activities was US$184.0 million, consisting primarily of
US$224.6 million from the proceeds from our U.S. dollar-denominated senior notes due 2018,
US$77.1 million in proceeds from the issuance of additional shares to our shareholders and
US$54.1 million in proceeds from the issuance of shares to shareholders of AIH as part of the
restructuring exercise, partially offset by net movements in shareholders loans of
US$71.6 million comprising primarily capitalization of shareholder loans from our
shareholders partially offset by additional shareholder loans, payment of interest of
US$66.8 million on outstanding bank loans and bonds and net decrease in other financial
liabilities of US$27.7 million.
proceeds from the Rupiah-denominated bonds issued in January and February 2012, net
increase in other financial liabilities of US$66.7 million, US$39.0 million in proceeds from the
issuance of shares to shareholders of AIH and US$51.7 million in net proceeds from the
94
increase in shareholder loans, partially offset by US$54.7 million for repayment of certain
Rupiah-denominated bonds and payment of interest of US$56.8 million on outstanding loans
and bonds.
US$195.2 million from net increase in other financial liabilities, US$52.4 million in net
proceeds from the increase in shareholder loans and US$44.9 million in proceeds from the
issuance of shares to shareholders of AIH, partially offset by net interest of US$41.9 million
paid on outstanding bank loans and bonds and dividends of US$34.3 million paid by PT Japfa
to non-controlling shareholders.
Capital Expenditures
Historical Capital Expenditures
Our capital expenditures were US$150.4 million, US$201.0 million, US$212.1 million and
US$46.9 million in 2011, 2012, 2013 and the three months ended March 31, 2014,
respectively.
The following table sets forth our major capital expenditures by category of expenditures for
each of the periods indicated below:
For the year ended
December 31,
2011
2012
2013
For the
three months
ended
March 31,
2014
(US$ in millions)
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.4 201.0 212.1

Investment properties(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0(2)
- 0.0(2)
Total capital expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.4 201.0 212.1
46.9
46.9
Notes:
(1)
Comprises property, plant and equipment that have been classified as investment property due to being owned or held
under a finance lease to earn rentals or for capital appreciation or both, rather than for use in the production or supply of
goods or services or for administrative purposes or sale in the ordinary course of business.
(2)
Amount is less than US$50,000.
Planned Capital Expenditures

As at the Latest Practicable Date, we had approved capital expenditures of approximately
US$390.0 million in 2014 as follows:
2014
(US$ in millions)
Segment
Animal protein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dairy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note:
(1)
Includes US$46.9 million incurred in the three months ended March 31, 2014 across all our segments.
95
240.0
120.0
30.0
390.0(1)
The following table sets forth certain details regarding our material plans for planned capital
expenditure in 2014:
Expected
Amount
for 2014
(US$
in millions)
Amount
Expended
as of the
Latest
Practicable
Date
(US$
in millions)
Commencement
Date
Expected
Completion Date
0.2
Second
quarter 2014
Fourth quarter
2014
12.8
4.5
Fourth
quarter 2013
Fourth quarter
2014
Holding Capacity:
8,000 heads
Milking Capacity:
3,800 heads
17.9
1.5
Second
quarter 2014
Second
quarter 2016
Construction of a new
feedmill in Medan,
Indonesia
Fish and Shrimp

Feed:
164,000 tons per
annum
10.2
8.2
Second
quarter 2012
Fourth quarter
2015
beef cattle feedlot in
China
Production capacity of
10,000 heads per
annum
11.5
8.1
Second
quarter 2013
Fourth quarter
2014(1)
Project
Capacity after Completion
dairy farm in
Dongying, China
Holding Capacity:
13,000 heads
Milking Capacity:
6,000 heads
34.0
Expansion of an
existing dairy farm in
Gunung Kawi,
Indonesia
Holding Capacity:
9,000 heads
Milking Capacity:
4,200 heads
dairy farm in Blitar,
Indonesia
Note:
(1)
Initial phase of the feedlot is expected to be completed by the end of 2014.
In addition to the material capital expenditure disclosed in the table above, we have also
budgeted an aggregate of US$303.6 million for planned capital expenditures in 2014 (which
includes environmental, maintenance and construction capital expenditure) in (i) our animal
protein segment (including feed, breeding, aquaculture, beef and swine) spanning Indonesia,
Myanmar, Vietnam and India to the extent of US$218.3 million, (ii) our dairy segment in China
and Indonesia to the extent of US$55.3 million, and (iii) our consumer food segment in
Indonesia, Vietnam and Myanmar to the extent of US$30.0 million.
We anticipate that the funds needed for such capital expenditures will come from part of the
net proceeds from the Offering together with our internal cash and bank loans.
Our actual capital expenditures may differ from the amounts set out above due to various
factors, including our business plan, the progress of our capital projects, our financial
performance, market conditions, our outlook for future business conditions, and relevant
governmental approvals needed. To the extent that we do not generate sufficient cash flows
from our operations to meet our working capital needs and to execute our capital expenditure
plans, or to the extent certain governmental approvals may not be obtained in a timely
manner or at all, we may revise our capital expenditure plans or seek additional debt or equity
financing.
96
Contractual Obligations and Commitments

The following table sets forth our contractual obligations and commitments to make future
payments as of March 31, 2014:
Total
Payment due by period

Less than
More than
1 year
1 5 years
5 years
(US$ in millions)
Short-term bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 474.9

Trade payables
Related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.9
Third parties and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
98.2
Other accounts payable to third parties . . . . . . . . . . . . . . . . . . . . . . . . . .
60.3
Long-term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163.2
Liability for purchase of property, plant and equipment . . . . . . . .
1.0
Operating Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.2
Bonds payable(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 351.9
Shareholder loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73.0
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,225.6
474.9
0.9
98.2
60.3
0.4
1.2
73.0
708.9
139.9
0.6
1.0
351.9
493.4
23.3
23.3
Note:
(1)
For details of the bonds, see Material IndebtednessUS-Dollar Denominated Senior Notes Due 2018 and Material
IndebtednessIndebtednessRupiah Bond.
Indebtedness
To fund our working capital and capital expenditure requirements, we have entered into
various loan and facility agreements with various financial institutions and issued debt
securities. As of March 31, 2014, our combined borrowings were approximately US$1,065.2
million. As of March 31, 2014, the interest rates on the outstanding amount of our banking
facilities range from 2.35% to 16.0% per annum and maturity dates of the outstanding amount
are from 2014 to 2018.
The following table sets forth our total outstanding borrowings as of March 31, 2014:
(US$ in millions)
Current Indebtedness
Secured and guaranteed bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured and non-guaranteed shareholders loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Current Indebtedness
Secured and guaranteed bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured and guaranteed bonds payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured and non-guaranteed bonds payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
474.9
1.2
73.0
163.2
1.0
351.9
1,065.2
The following table shows, as of March 31, 2014, our outstanding borrowings, by the currency
in which they are denominated:
Borrowings
U.S. Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indonesian Rupiah(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Singapore Dollar(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vietnam Dong(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indian Rupees(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Australian Dollar(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Euro(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Original currency
amount
Translated
amount
(millions)
(US$ millions)
458.0
5,011,261.0
92.0
1,568,070.0
16.0
21.0
1.0
458.0
438.0
73.5
74.4
0.3
19.6
1.4
1,065.2
Notes:
(1)
The Indonesia Rupiah amounts have been translated based on the exchange rate of US$1.00:Rp.11,441.24.
(2)
The Singapore Dollar amounts have been translated based on the exchange rate of US$1.00:SGD1.25.
(3)
The Vietnam Dong amounts have been translated based on the exchange rate of US$1.00:VND21,076.21.
(4)
The Indian Rupee amounts have been translated based on the exchange rate of US$1.00: INR59.89.
(5)
The Australian Dollar amounts have been translated based on the exchange rate of US$1.00:AUD1.07.
(6)
The Euro amounts have been translated based on the exchange rate of EUR1.00:US$1.37.
We may from time to time enter into interest-rate and/or currency hedges as are required by
our lenders in connection with facilities provided by them.
See Material Indebtedness for a summary of the material terms and conditions of the
material borrowings.
Off Balance Sheet Arrangements
We do not have any off balance sheet liabilities that are not reflected in our financial
statements.
Risk Management
We are, during the normal course of business, exposed to various types of market risks,
including interest rate risk, credit risk and liquidity risk, among others. Our risk management
strategy aims to minimize the adverse effects of financial risk on our financial performance.
Foreign Exchange Rate Risk
The substantial majority of our business and sales are conducted in Indonesia, whose official
currency is the Rupiah. We also have substantial operations in China and Vietnam, whose
official currency is the Renminbi and Vietnam Dong, respectively. We import a certain amount
of corn and all of the soybean meal for our Indonesian animal feed business from sources
outside of Indonesia. Our foreign currency denominated liabilities as of March 31, 2014
include borrowings and trade payables denominated in U.S. dollars, Rupiah, Renminbi and
Vietnam Dong. We also pay interest on our U.S. dollar-denominated Notes. As a result, we
have certain exposure to foreign exchange fluctuations and market risk associated with such
exchange rate movements against the Singapore dollar, our functional currency, the U.S.
dollar, our Groups presentation currency, Renminbi, the functional currency of our China
operations and Rupiah, the functional currency of our Indonesian operations.
We manage our foreign exchange risks by performing regular review and by monitoring our
foreign exchange exposures.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. Our exposure to the risk of changes in
98
market interest rates relates primarily to the fluctuation of the prevailing market interest rate
confined to bank deposits, which is immaterial to our profit before tax from continuing
operations and equity.
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial
instrument or customer contract, leading to a financial loss. We are exposed to credit risk
from its operating activities (primarily for trade receivables) and from its financing activities,
including deposits with banks and financial institutions, foreign exchange transactions and
other financial instruments.
We face concentration customer credit risk in our China dairy business. As of March 31,
2014, our top three customers in our China dairy business accounted for approximately 84%
of our total dairy sales in China.
Liquidity Risk
Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall
due. We manage liquidity risk by monitoring forecast and actual cash flows continuously and
keeping sufficient cash and cash equivalents.
Commodity Price Risk
We are exposed to commodity price risk resulting from changes in the prices of corn, soybean
meal and alfalfa, some of our principal raw materials. We mitigate our commodity price risk by
typically passing on any increases in the cost of raw materials to customers.
Seasonality
The Indonesian poultry industry is subject to seasonal fluctuations in demand. Typically,
poultry consumption is highest during Ramadan and lowest during the period immediately
following Ramadan and during the beginning of the school year. This seasonality may cause
our net sales to vary across different calendar quarters from year to year. In addition, our
dairy segment typically experiences lower milk production during the summer months. Milk
production is generally lower during the months of July through August for our China dairy
business and April through May for our Indonesian dairy business due to higher temperatures
which affect the production levels of our dairy cows during such periods. We are also subject
to seasonality in respect of our raw materials such as corn, which prices and supply are
subject to the seasonal fluctuations of corn harvests.
Recent Accounting Pronouncements
The Singapore Accounting Standards Council has released revisions to several accounting
standards that may have a material impact on our future financial statements. We are
currently evaluating the potential impact that the adoption of such accounting standards may
have on our financial statements. See Note 39 to our combined financial statements.
99
100
57.5%
Dongying Xianhe
AustAsia Modern
Dairy Farm Co., Ltd.
100%
100%
Shanghai
AustAsia Food
Co., Ltd.
100%
100%
84.0%
Japfa India
Investments
Pte. Ltd.
100%
100%
100%
85.0%
Japfa Hypor
Genetics
Company
Limited(5)
100%
100%
PT Intan
Kenkomayo
Indonesia
51.0%
PT So Good Food
Manufacturing(2)
100%
Annona
Pte. Ltd.
100%
PT So Good Food(3)
100%
Jupiter Foods
Pte. Ltd.
Jupiter Foods
Vietnam Joint
Stock Company(4)
Japfa Comfeed
Binh Thuan
Limited Company
100%
Japfa Comfeed
Vietnam Limited
Company
100%
Japfa Vietnam
Investments
Pte. Ltd.
Japfa Comfeed
Long An Limited
Company
Dongying Shenzhou
AustAsia Modern
Dairy Farm Co. Ltd
100%
Central India
Poultry Breeders
Private Limited
50.0%
Japfa Comfeed
India Private Ltd.
16.0%
Dongying Japfa
Beef Co. Ltd.
100%
Japfa China
Investments
Pte. Ltd.
100%
Tai An AustAsia
Modern Dairy Farm
Co., Ltd.
Japfa Comfeed
Myanmar Pte Ltd
85.0%
Japfa Myanmar JV
Pte Ltd
Dongying AustAsia
Modern Farm
Co., Ltd.
AustAsia Food
(M) Sdn. Bhd.
100%
Various
Subsidiaries
PT Japfa Comfeed
Indonesia Tbk
(IDX-Listed)(1)
Japfa Ltd.
Notes:
(1)
See Appendix DOur Subsidiaries and Associated Companies for further details of all our subsidiaries and associated companies and full details of shareholdings.
(2)
AIH2 Pte. Ltd. is currently wholly-owned by our Company. However, it is expected that capital calls for AIH2 will be on the basis of our Company at 64.45% and BR Fund 2 at 35.55%. Accordingly,
our shareholding in AIH2 will be diluted on the same basis once capital calls are made. See Corporate Structure and OwnershipCertain Commercial Arrangements Relating to our Subsidiaries
AIH Shareholders AgreementAIH2 for more information.
(3)
Under Indonesian law, our Indonesian subsidiaries require at least two shareholders. Accordingly, a nominal number of shares in our Indonesian subsidiaries which are indicated as 100% owned in
the charts above are held by our other subsidiaries. See Appendix DOur Subsidiaries and Associated Companies for full details of such shareholdings.
(4)
A joint stock company in Vietnam requires at least three shareholders. 0.5% of the shares in Jupiter Foods Vietnam Joint Stock Company (Jupiter Vietnam) are held by Mr. Hoang Phan Tan, the
Chairman of the Board of Management of Jupiter Vietnam, and 0.5% are held by Mr. Bambang Widjaja, who is the Head of Capital MarketsCorporate Finance at PT Japfa Comfeed Indonesia
Tbk. Mr. Hoang Phan Tan and Mr. Bambang Widjaja are holding their respective shareholding interests on behalf of / as nominees of Jupiter Foods Pte. Ltd. Jupiter Vietnam is being converted to a
private limited liability company and the shares held by Mr. Hoang Phan Tan and Mr. Bambang Widjaja are in the process of being transferred to Jupiter Foods Pte. Ltd.
(5)
While our wholly-owned subsidiary JCLA holds an 85.0% interest in Japfa Hypor, it is currently only entitled to a 60% share of profits of Japfa Hypor. See Certain Commercial Arrangements
Relating to our SubsidiariesJapfa Hypor Joint Venture AgreementShare of Profits.
PT Austasia
Food(3)
100%
AustAsia Food
Pte. Ltd.
AustAsia Food
HK Limited
PT Greenfields
Indonesia(3)
100%
100%
100%
AIH2
Pte. Ltd.(2)
100%
100%
Austasia Investment
Holdings Pte. Ltd.
61.9%
The following chart shows the structure of our Group(1):
CORPORATE STRUCTURE AND OWNERSHIP
101
PT Agrinusa
Jaya Santosa
100%
PT Austasia
Stockfeed
100%
PT Santosa
Agrindo
100%
PT Japfafood
Nusantara
100%
Japfa Santori
Australia Pty
Ltd
100%
PT Indojaya
Agrinusa
50.0%
100%
PT Indonesia
Pelleting
PT Bhirawa
Mitra
Sentosa
PT Kraksaan
Windu
100%
100%
PT Artha
Lautan Mulya
100%
100%
PT Vaksindo
Satwa
Nusantara
100%
Comfeed
Trading B. V.
100%
Comfeed
Finance B. V.
100%
PT Jakamitra
Indonesia
PT Japfa
Indoland
100%
PT Iroha Sidat
Indonesia
60.0%
PT Bintang
Laut Timur
100%
PT Tretes Indah
Permai
100%
Apachee
Pte Ltd
100%
PT Bumiasri
Lestari
60.0%
PT Suri Tani
Pemuka
100%
Notes:
(1)
Under Indonesian law, our Indonesian subsidiaries require at least two shareholders. Accordingly, a nominal number of shares in our Indonesian subsidiaries which are indicated as 100% owned in
the charts above are held by our other subsidiaries. See Appendix DOur Subsidiaries and Associated Companies for full details of such shareholdings.
(2)
Five out of 690,000 shares in the capital of PT Ciomas Adisatwa are held by Mr. Hendri, the financial controller for our Groups poultry division.
PT Wabin
Jayatama
100%
PT Ciomas
Adisatwa(2)
99.999%
PT Japfa
Comfeed
Indonesia Tbk(1)
57.5%
Japfa Ltd.
The following chart shows the structure of the PT Japfa Group(1):
CORPORATE REORGANIZATION
We have, prior to the Offering, implemented a corporate reorganization in preparation for our
listing on the SGX-ST, resulting in our Company becoming the holding company of our
Group. Certain details regarding the corporate reorganization from January 1, 2011 up to the
Latest Practicable Date are as follows:
AIH
Acquisition of AIH
On April 2, 2014, our Company entered into a sale and purchase agreement with Progressive
Investment Inc. (PII), Foxbar Investments Ltd. (Foxbar) and Viva Sino Investments Limited
(Viva) (collectively, the Progressive Group) for the purchase by our Company of an
aggregate of 134,953,572 fully paid ordinary shares and 6,343,571 partially paid ordinary
shares in, and comprising 61.9% of the issued shares in, the capital of AIH (AIH Shares) for
a consideration of US$554,456,870, comprising US$50,000,000 in cash and 168,256,634
new Shares1 in the capital of our Company issued to the Progressive Group (or to their
order). Following the completion of this transaction, our Company holds 61.87% of the issued
AIH Shares.
The above consideration also includes payment for the assignment of the rights of the
Progressive Group to our Company in respect of (i) the deed of undertaking dated July 19,
2012 entered into between BR Fund 1, Foxbar Investments Ltd, and AIH (Foxbar
Undertaking), under which BR Fund 1 had undertaken to Foxbar to pay 30.0% of its
realization value upon a realization event (AIH IPO or sale of its shares) less its cost of
investment, and (ii) the deed of undertaking dated August 13, 2010 entered between
BR Fund 1, PII and AIH (as amended on August 10, 2011) (PII Undertaking), under which
BR Fund 1 had undertaken to PII to pay 20.0% of its realization value upon a realization event
(AIH IPO or sale of its shares) less its cost of investment. At Foxbar/PIIs election, payment
can take the form of cash or AIH Shares or the form of consideration payable to BR Fund 1.
In addition, Foxbar and PII (respectively) are entitled to (in lieu of, or in combination with, its
other rights of election) purchase up to 30.0% and 20.0% (respectively) of BR Fund 1s AIH
Shares at a price equivalent to its pro-rated cost of investment. The AIH Shares subject to the
Foxbar Undertaking and the PII Undertaking aggregate to 14,014,286 AIH Shares or 6.1% of
the issued AIH Shares, subscribed for by BR Fund 1 at an aggregate of US$15.2 million.
Our Executive Deputy Chairman, Mr. Handojo Santosa, has controlling interests in PII,
Foxbar and Viva. Our Non-Executive Director, Mr. Hendrick Kolonas, has a non-controlling
interest in PII and Foxbar and our Executive Director and Chief Executive Officer, Mr. Tan
Yong Nang, has a non-controlling interest in Foxbar and Viva.
The acquisition was on an arms length basis and the consideration was determined by the
Company using the mid-point of a range of valuations based on listed companies comparable
to AIH and a see-through valuation for the Foxbar Undertaking and PII Undertaking based on
the valuation of AIH and BR Fund 1s cost of investment. The price at which the Shares of the
Company were to be issued was based on a sum-of-the-parts valuation of our Group prior to
the acquisition of AIH. The component valuations included the mid-points of a range of
valuations based on listed comparable companies to our Groups unlisted subsidiaries and
the market capitalization of PT Japfa just prior to the date of the sale and purchase
agreement.
Please also see Certain Commercial Arrangements Relating to our SubsidiariesAIH
Shareholders Agreement.
1
Prior to the Share Split. The 168,256,634 new Shares were issued, to the order of the Progressive Group, to Rangi
Management Limited (103,380,494 Shares), Morze International Limited (27,336,374 Shares), Tallowe Services Inc.
(27,000,000 Shares) and Great Alpha Investments Limited (10,539,766 Shares).
102
Acquisition of the AIH Group Companies

On November 19, 2013, AIH entered into a sale and purchase agreement with PII and
Claridges Investments Limited for the purchase by AIH of an aggregate of: (i) 239,992,000
shares comprising 99.997% of the issued shares in the capital of PT Greenfields Indonesia
(GI), (ii) 12,204,300 shares comprising 100.0% of the issued shares in the capital of
AustAsia Food Pte. Ltd., (iii) 4,000,001 shares comprising 100.0% of the issued shares in the
capital of AustAsia Food HK Limited and (iv) two shares comprising 100.0% of the issued
shares in the capital of AustAsia Food (M) Sdn. Bhd. for an aggregate consideration of
US$113,615,520. US$108,800,000 of the consideration was satisfied by way of the issue to
PII of 68,000,000 new ordinary shares of US$1.60 each in the capital of AIH and the balance
was paid in cash. Mr. Handojo Santosa has controlling interests in PII and Claridges
Investments Limited. Mr. Hendrick Kolonas also has a non-controlling interest in PII.
The acquisition was on an arms length basis and the consideration was negotiated between
the BR Group (as the non-interested party in AIH) and PII and Claridges Investments Limited
and was equal to the sum-of-the-parts valuation undertaken by AIH, which considered market
comparables, book value and replacement cost. The BR Group is managed by Black River
Asset Management LLC (BRAM), which is a subsidiary of Cargill Inc., an unrelated third
party.
Following the completion of the above-mentioned transaction, GI, AustAsia Food Pte. Ltd.,
AustAsia Food HK Limited and AustAsia Food (M) Sdn. Bhd. became wholly-owned
subsidiaries of AIH.
Japfa Vietnam
Acquisition of Japfa Vietnam Investments Pte. Ltd.
On August 1, 2012, our Company entered into a sale and purchase agreement with Moma
Resources Pte. Ltd. (Moma) for the purchase by our Company of 63,976,155 ordinary
shares, comprising all the issued shares, in the capital of Japfa Vietnam Investments Pte Ltd
(JVIPL) for a consideration of US$50,000,000, payable in cash. Mr. Hendrick Kolonas has a
controlling interest in Moma.
The acquisition was on an arms length basis and the consideration paid was equal to the
independent valuation in respect of JCVN, being the main asset of JVIPL at the time (JCVN
Valuation). The independent valuation was based on (i) the income approach using the
discounted cash flow method, and (ii) the market approach using the guideline public
company and guideline transaction methods.
Following the completion of the above-mentioned transaction, JVIPL became a wholly-owned
subsidiary of our Group.
Acquisition of Japfa Comfeed Vietnam JSC
On June 11, 2012, JVIPL entered into a restructuring agreement (as amended) with Moma for
the purchase by JVIPL of 99,646,332 common shares (comprising 99.0% of the common
shares) in the charter capital of Japfa Comfeed Vietnam JSC for a consideration of
VND996,463.3 million or US$50,539,500. The consideration was satisfied by the issue to
Moma of 63,976,154 new shares of S$1.00 each in the capital of JVIPL. Mr. Hendrick
Kolonas has a controlling interest in Moma.
On the same day, each of Annona and our Company purchased 503,264 common shares in
the charter capital of Japfa Comfeed Vietnam JSC from each of Mr. Jusak Siswojo Suwadji
and Mr. Peter Djamiko at an aggregate consideration US$510,500. Mr. Suwadji is an
unrelated third party while Mr. Djamiko is a cousin of Mr. Handojo Santosa and cousin-in-law
of Mr. Hendrick Kolonas.
103
The acquisitions above were on an arms length basis and the consideration paid was equal
to the JCVN Valuation.
Japfa Comfeed Vietnam JSC was converted into a one-member limited liability company
(JCVN) on August 31, 2013. On the same day, JVIPL purchased 503,264 common shares
(comprising 0.5% of the common shares) in the charter capital of JCVN from each of Annona
and our Company for an aggregate consideration of US$510,500.
Following the completion of the above-mentioned transactions, JCVN became a whollyowned subsidiary of our Group.
Japfa India
Acquisition of Japfa Comfeed India Private Limited
On October 31, 2011, our Company entered into a sale and purchase agreement with Moma
for the purchase by our Company of 32,098,479 shares (comprising 35.0% of the then issued
shares) in the capital of Japfa Comfeed India Private Limited (JCIPL) for a consideration of
INR155,998,607.94 (US$2.6 million). Mr. Hendrick Kolonas has a controlling interest in
Moma.
The acquisition was on an arms length basis and the consideration paid was in line with a
valuation conducted by a chartered accountant of each share of JCIPL based on its NAV,
valuing each share at INR4.86.
On March 26, 2012, JIIPL entered into a sale and purchase agreement with Japfa Intl for the
purchase by JIIPL of 102,566,522 shares (comprising 76.16% of the increased issued shares)
in the capital of JCIPL at a consideration of INR473,857,332 (US$7.9 million). At the time of
the transaction, our Company held 100% of Japfa Intl.
The acquisition was on an arms length basis and the consideration paid was equal to the
valuation conducted by a chartered accountant of each share of JCIPL based on its NAV,
valuing each share at INR4.62.
Following the completion of the above-mentioned transactions, JCIPL became a whollyowned subsidiary of our Group.
Acquisition of Central India Poultry Breeders Private Limited
On December 19, 2013, JIIPL entered into a sale and purchase agreement with PT Adijaya
Guna Sawatama for the purchase by JIIPL of 1,831,920 shares (comprising 51.0% of the then
issued shares) in the capital of Central India Poultry Breeders Private Limited (CIPB) at a
consideration of INR33,075,315 (US$0.6 million). PT Adijaya Guna Sawatama is an unrelated
third party.
On December 20, 2013, JCIPL entered into a sale and purchase agreement with
Khadkeshwar Hatcheries Limited for the purchase by JCIPL of 1,760,080 shares (comprising
49.0% of the then issued shares) in the capital of CIPB at a consideration of INR31,778,940.
Khadkeshwar Hatcheries Limited is an unrelated third party.
The above acquisitions were on an arms length basis and the consideration paid was equal
to (a) a valuation conducted by a chartered accountant in accordance with the Indian Income
Tax Rules for the valuation of unquoted equity shares, valuing each share at INR5.40 and
(b) a gain in land valuation of INR12.655 per share.
Following the completion of the above-mentioned transactions, CIPB became a wholly-owned
subsidiary of our Group.
On June 19, 2014, JCIPL and CIPB entered into a joint venture agreement with Aviagen
International Holdings Limited (Aviagen International) in relation to the ownership and
104
operation of Aviagen branded grandparent stock (in particular, Indian River) and production of
parent stock. Under a sale and purchase agreement ancillary to the joint venture agreement,
Aviagen International purchased 2,161,700 shares (comprising 50.0% of the issued shares)
from JIIPL in the capital of CIPB at a consideration which was the US$ equivalent of
INR48,657,000, being US$808,457, converted based on the exchange rate on the date of
transfer of funds.
Jupiter Foods
Acquisition of Jupiter Foods Pte. Ltd.
On March 8, 2011, our Company entered into a sale and purchase agreement with Goldriver
Finance Limited for the purchase by our Company of 1,400,000 ordinary shares (comprising
100.0% of the issued shares) in the capital of Jupiter Foods Pte. Ltd. (Jupiter Foods) at a
consideration of US$984,366.71 / S$1,246,208.00. Mr. Handojo Santosa has a controlling
interest in Goldriver Finance Limited.
to the NAV of Jupiter Foods based on its management accounts as at February 28, 2011.
Following the completion of the above-mentioned transactions, Jupiter Foods became a
wholly-owned subsidiary of our Group.
Acquisition of 1.0% of Jupiter Vietnam
On May 1, 2014, Mr. Handojo Santosa assigned all his rights, benefits and interest to Jupiter
Foods in 325,172 common shares (in aggregate comprising 1.0% of the common shares) in
the charter capital of Jupiter Vietnam for a consideration of US$23,504.50.
to the book value of Jupiter Vietnam based on its management accounts as at May 1, 2014.
Following the completion of the above-mentioned transaction, Jupiter Vietnam became a
wholly-owned subsidiary of our Group2.
Acquisition of PT Intan Kenkomayo Indonesia
On April 2, 2014, PT So Good Food (SGF) entered into a sale and purchase agreement with
PT Intan Tata Buana Persada for the purchase by SGF of 30,600 shares in PT Intan
Kenkomayo Indonesia (IKM) (comprising 51.0% of the issued shares) in the capital of IKM
at a consideration of IDR30.6 billion (US$2.6 million). Mr. Handojo Santosa has a controlling
interest in PT Intan Tata Buana Persada.
The transaction was entered into at the nominal value of the shares acquired and on an arms
length basis and on normal commercial terms. Although the nominal value of the shares was
higher than its proportional net book value of IDR25.9 billion as at March 31, 2014, in the
opinion of the board of SGF the value of the assets of IKM was higher than its book value
(having regard to the fact that the building and installation of new machinery was completed in
September 2013 and commercial production only commenced in October 2013) and the
nominal value of the shares paid was a fair price.
CERTAIN COMMERCIAL ARRANGEMENTS RELATING TO OUR SUBSIDIARIES
AIH Shareholders Agreement
We own 61.87% of AIH, through which we conduct our Groups dairy operations. The BR
Group owns in aggregate, 38.13% of AIH. We had entered into a third amended and restated
2
Mr. Hoang Phan Tan and Mr. Bambang Widjaja are holding their respective shareholding interests on behalf of / as a
nominee of Jupiter Foods Pte. Ltd.
105
shareholders agreement dated April 2, 20143 with (i) BR Fund 1, (ii) BR Co-Fund 1, and
(iii) AIH (the AIH Shareholders Agreement) to regulate our relationship and the conduct of
the business and affairs of AIH. The AIH Shareholders Agreement is conditional upon the
admission of our Company to the Official List of, and the quotation of our share capital on, the
Mainboard of the SGX-ST prior to December 31, 2014.
AIH IPO and Put Option
Under the AIH Shareholders Agreement, the BR Group and our Company (the AIH
Shareholders) have agreed that they shall each, subject to profitability, viability and
satisfactory reviews and recommendations by competent financial advisers and prevailing
market conditions at the time, use all reasonable endeavors to procure that an application be
made by AIH for the admission of AIH to an internationally recognized securities exchange on
or before August 12, 2017 (AIH IPO Target Date). In the event an initial public offering of
shares in, or assets and businesses of, AIH (AIH IPO) does not take place on or before the
AIH IPO Target Date, the BR Group shall be entitled at any time between August 12, 2017
and September 11, 2017 to require our Company to purchase from the BR Group the shares
in AIH (AIH Shares) owned by the BR Group (Option Shares) as at the date of the notice
(AIH Put Option).
The price at which the AIH Put Option is exercisable (Put Option Purchase Price) shall be
determined by multiplying our Companys Average PER4 by the AIH NPAT5. The BR Group
shall have the option to elect to receive payment of the Put Option Purchase Price by way of
a combination of cash and/or shares in our Company, where an election for shares in our
Company will be subject to an aggregate of 14.9% of our issued and paid-up share capital
being held by the BR Group, BR Fund 2 and their associates, on the AIH IPO Target Date.
AIH 2
The AIH Shareholders plan to build, own and operate a further five dairy farms in the PRC
(see also BusinessOur Dairy Segment for information on our second five-farm hub in
Chifeng). Capital calls for AIH2 (defined below) will be on the basis of our Company at
64.45%, and a new fund to be established and managed by BRAM (BR Fund 2) at 35.55%.
AIH2 Pte. Ltd., a separate development and financing entity (AIH2), has been incorporated
to own newly incorporated PRC subsidiary(ies). AIH2 will build, own and operate Farm 6 to
Farm 10, provided BR Fund 2 funds a minimum of US$20,000,000 at the time of the capital
call, failing which, Farm 6 to Farm 10 shall be built, owned and operated by AIH. In the event
that AIH2 fails to list by August 12, 2018, BR Fund 2 shall have the option to put all its shares
in AIH2 to our Company on substantially the same terms and conditions as the AIH Put
Option under the AIH Shareholders Agreement (AIH2 Put Option). The IPO contemplated
for AIH shall be undertaken via a structure that includes the assets and businesses of AIH
and AIH2. AIH2 was incorporated on July 3, 2014 with an issued and paid-up share capital of
S$1.00. AIH2 is currently 100.0% owned by our Company, but will be capitalized in the ratios
above when a shareholders agreement is signed between us and BR Fund 2 to govern our
relationship as shareholders of AIH2.
The original shareholders agreement was entered into between PII, BR Fund 1 and AIH on August 13, 2010. The original
shareholders agreement was amended and restated (i) on July 19, 2012 with Foxbar as an additional party thereto to
reflect its inclusion as an additional shareholder, and (ii) again on September 20, 2013 with BR Co-Fund 1 and Viva Sino
Investments Limited as additional parties thereto to reflect their inclusion as additional shareholders.
Average PER is defined as: (volume weighted average price of the shares for the six months prior to the exercise of the
AIH Put Option multiplied by the total number of issued shares in our Company as at the date of such exercise) / net profits
after tax, excluding (i) any biological assets valuation gain or loss; and (ii) minority interests, of the Company for the last 4
completed quarters prior to the exercise of the AIH Put Option, determined by reference to the latest available audited and
unaudited financial statements of our Company (rounded to the nearest two decimal places).
AIH NPAT is defined as: net profits after tax, excluding (i) any biological assets valuation gain or loss; and (ii) minority
interests, of AIH for the last 4 completed quarters prior to the exercise of the AIH Put Option, determined by reference to
the latest available audited and unaudited financial statements of AIH.
106
Non-compete
Under the AIH Shareholders Agreement, our Company has undertaken to the BR Group that
during the Prescribed Period6, save for AIH2, it shall not directly or indirectly, carry on or
otherwise be concerned with or interested in the business of owning or operating a dairy farm
in the PRC, except through AIH and its subsidiaries.
In consideration of, inter alia, our Company agreeing to the foregoing, we have the benefit of
the Foxbar Undertaking and the PII Undertaking (see Corporate Structure and Ownership
Corporate ReorganizationAIHAcquisition of AIH for further details).
Japfa Hypor Joint Venture Agreement
Our wholly-owned subsidiary, JCLA, entered into a joint venture agreement dated April 25,
2012 with Hypor (the Hypor JV Agreement) to (i) establish a quality pig breeding unit in
Vietnam, and (ii) produce and sell grandparent pigs in Vietnam through the establishment of
Japfa Hypor. JCLA and Hypor own 85% and 15% of the charter capital of Japfa Hypor,
respectively.
Share of Profits
Under the Hypor JV Agreement, Hypors share of Japfa Hypors profits is determined using a
formula dependent on the actual percentage of the charter capital Hypor owns in Japfa Hypor,
that is, (Hypors share of charter capital / 15) x 40, provided that such enhanced profit share
(i) is subject to a ceiling of 50% and a floor of 10% so long as it owns 3.5% of the charter
capital and (ii) shall be equal to its actual ownership percentage should this become 50% or
more, or less than 3.5%.
Exclusivity
JCLA and Hypor have agreed to work exclusively with each other in Vietnam on, inter alia, the
production and sale of Hypor products through Japfa Hypor. All required feed for the business
of Japfa Hypor will be purchased from JCLA or its affiliates.
Exclusivity is limited to Vietnam and is for a period of seven years from July 31, 2012. If by
July 30, 2017, Japfa Hypor or JCLA has committed to a second nucleus farm of at least
680 great grandparent sows, the period of exclusivity shall be extended by a further seven
years (Exclusivity Period).
Within 12 months after the end of the Exclusivity Period or the termination of any of the
production and distribution agreement or feed supply agreement that Japfa Hypor has
entered into with Hypor and JCLA respectively, JCLA has the right to call from Hypor and
Hypor has the right to put to JCLA, Hypors entire ownership in the charter capital of Japfa
Hypor (including any shareholder loans made by Hypor) at its market value to be determined
by an independent valuer.
Prescribed Period means the period ending on the earliest of:

(i)
August 12, 2017 (or such later date that the AIH Shareholders agree to extend the time period for an IPO);
(ii)
the date on which AIH completes an IPO;
(iii)
the date on which our Company and its permitted transferees cease to own any AIH Shares; or
(iv)
the date on which our Company as a whole, experiences a change in Control and complies with its obligation to
offer its AIH Shares to the other AIH Shareholders.
107
BUSINESS
OVERVIEW
We are a leading agri-food company that produces multiple protein foods with operations in
five high-growth emerging Asian markets. We have, over 40 years, developed core
competencies across the agri-food value chain, including animal feed production, animal
breeding, livestock fattening and consumer food.
We are a market leader across multiple classes of protein foods, with an emphasis on milk,
poultry and beef, complemented by growing businesses in swine and aquaculture. In
Indonesia we are one of the two largest producers of poultry, with over 40 years of
experience, and we currently produce approximately 1.5 million day-old chicks (DOCs) per
day. We have replicated our industrialized, vertically integrated business model for poultry
production in Vietnam, India and Myanmar. In China we successfully replicated our
Indonesian dairy business and are, today, one of a small group of leading producers of
premium milk that is of the highest quality available in the market and that commands
premium prices in China. Given the growing affluence of the populations in our target middleand lower- income consumer groups, we expect protein food consumption in these markets to
rise. We intend to capitalize on this trend by increasing our production capabilities for
premium milk and animal proteins across our markets.
We have an industrialized approach to farming and food production. This allows us to
produce consistently high-quality proteins and to replicate our business model as we expand
our existing protein operations in and across our existing markets. In addition, the vertical
integration of our animal protein business from animal feed production to breeding and
commercial farming to slaughtering and food processing creates more opportunities to
capture value at different points in the value chain. It also provides us with greater food
security and traceability, which is important as we grow our downstream consumer food
brands.
We leverage the high quality of our raw materials to produce premium and mass market
consumer branded food products under leading brands such as So Good and Greenfields.
108
We have three operating segments: dairy, animal protein and consumer food. The following
table shows our business activities within each segment, the geographic locations where we
operate and the percentage of Group revenue and profit after tax contributed by each
segment for the year ended December 31, 2013.
Business Segment
Dairy
Dairy products
Business Activities
Dairy farming
Milk
processing
Branded milk
distribution
Locations
Consumer Food
Chicken
Beef
Seafood
UHT Milk
Animal feed
Breeding
Commercial
farming
Ambienttemperature
Chilled/frozen
Percentage of
Profit
CAGR of
After Tax
Revenue
(2013)
2011-2013
China (raw milk

production)
Indonesia (dairy
production and
distribution)
Southeast Asia and
Hong Kong
(distribution)
5%
32%
79%
87%
67%
15%
Indonesia (poultry,
beef and
aquaculture)
Vietnam (poultry
and swine)
Myanmar (poultry)
India (poultry)
China (beef)
Indonesia
Vietnam
8%
1%
n.m.
Animal Protein
Poultry
Swine
Beef
Aquaculture
Percentage of
Revenue
(2013)
The following map shows the countries in which we currently operate and our principal
business activities in each of these countries.
Dairy
Dairy farming
China
Chi
Animal protein
Beef
Animal protein
Poultry
Animal protein
Poultry
Swine
Consumer Food
Chicken
Beef
India
yanmar
Dairy
Dairy farming
Milk processing
Branded milk
distribution
Animal protein
Poultry
ngapore
Corporate HQ
International
purchasing
In ones a
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Animal protein
Poultry
Beef
Aquaculture
Consumer Food
Chicken
Beef
Seafood
The table below shows the geographic breakdown of revenues for the year ended
December 31, 2013:
Country
Revenue
(US$ in millions)
Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vietnam . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,210.3
289.0
93.7
104.3
2,697.3
In 2011, 2012 and 2013, our total revenues amounted to US$2,029.8 million, US$2,321.8
million and US$2,697.3 million, while our net profit after tax amounted to US$79.5 million,
US$110.4 million and US$81.4 million. Our EBITDA was US$175.1 million, US$241.1 million
and US$258.6 million in 2011, 2012 and 2013 respectively, representing a CAGR for EBITDA
of 21.6%. For the calculation of EBITDA, see Summary Combined Financial Information and
Other Information.
Dairy
We produce premium raw milk in China and Indonesia that rates at the top of each market in
terms of both quality and price. In China, we focus on producing premium raw milk that we
sell to leading dairies in China at premium prices. There is a substantial shortfall in the supply
of premium milk in China, as highlighted by several food safety scandals in recent years, and
we believe that we are well positioned to benefit from this shortfall and from the expected
growth in dairy consumption in that market. In Indonesia, we use all of our premium raw milk
in our downstream consumer dairy businesses to produce premium dairy products, in
particular premium fresh milk, marketed under our Greenfields brand to consumers in
Indonesia and other countries in Asia.
We operate a five-farm hub of dairy farms in China, with four of the farms in the operational
stage. We expect construction of the fifth farm to be completed by the end of 2014, with milk
production commencing in early 2015. We build our dairy farms pursuant to an industrialized
model of approximately 10,000 to 12,000 heads of cattle per farm. Each dairy farm is
standardized and replicable across locations and jurisdictions. In total, we invested
approximately US$300 million to build our first five-farm hub in Shandong. Our farms are part
of a small number of very large-scale farms in the PRC. According to the Industry Consultant,
as of 2013, large-scale farms (farms housing more than 1,000 heads of cattle) comprise
15.1% of the cattle population in the PRC. We sell our premium raw milk to some of the
leading dairy companies in China for their use in the production of premium fresh milk and
other dairy products. Our farms in China are located in Shandong province, and as of
December 31, 2013 and March 31, 2014, we had approximately 40,700 and 41,800 heads of
dairy cattle in China, with approximately 14,500 and 16,700 milking cows respectively. We
produced over 130,000 tons of milk in China in 2013, and our average milk yield per milking
cow for 2013 was 11.5 tons per annum. Our premium raw milk in China is consistently at the
top of the market in terms of quality, consistently exceeding Chinese and international
standards for nutrition and safety. The quality of our raw milk is also reflected in its selling
price. In 2013, the average selling price of our milk was RMB 4.51 per kilogram, which was
approximately 25% higher than the average price of milk from ten major milk production
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regions in China, according to the China Ministry of Agriculture1. In the first three months of
2014, the average price of our milk reached RMB 5.25 per kilogram. See BusinessOur
Dairy SegmentIntroduction.
on the first additional farm before the end of 2014 and to complete the second five-farm hub
in 2018, which would bring our total herd size in China to approximately 120,000 heads of
cattle. On July 12, 2014, we entered into conditional lease agreements with local township
governments in Chifeng City for the construction of farms at two sites in Chifeng.
In Indonesia, we operate a vertically integrated dairy business. We operate an industrialized
downstream dairy products, including fresh milk, UHT milk and premium cheeses. We market
and sell our downstream products under our own brands directly to customers in the retail
market, including to major food and beverage companies such as Starbucks. Our farm in
Indonesia is located in Malang, East Java, at an altitude that is conducive to raising highquality dairy cows, and as of December 31, 2013 and March 31, 2014, we had approximately
5,800 and 5,700 heads of cattle in Indonesia with approximately 3,000 and 2,900 milking
cows, respectively. We produced over 26,000 tons of raw milk in Indonesia in 2013, and our
average milk yield per milking cow for 2013 was 9.1 tons per annum. As in China, our raw
milk in Indonesia is of premium quality, which is reflected in its nutritional and safety
standards, as well as in the premium quality of and premium pricing for our downstream dairy
products and the leading market position of our Greenfields brand. We also export a portion
of our downstream dairy products to our key strategic customers such as Starbucks and Cold
Storage, in other markets in Asia, including Singapore, Hong Kong and the Philippines. The
success of our vertically integrated Indonesian dairy operations is driving our strategy to
increase our upstream production capacity, and we have purchased land for a second dairy
farm, in Blitar, East Java which we expect to be fully operational by the end of 2016.
As of December 31, 2013 and March 31, 2014, we had a total of approximately 46,400 and
47,500 heads of dairy cattle, with approximately 17,500 and 19,500 milking cows, across our
farms in China and Indonesia respectively, compared to approximately 18,300 heads of
cattle, with approximately 6,400 milking cows as of December 31, 2011.
See BusinessOur Dairy SegmentIntroduction.
Animal Protein
We produce multiple high-quality animal proteins (poultry, swine, beef and aquaculture); as
well as high-quality animal feed, across our target markets. Our animal protein operations are
vertically integrated and cover the entire value chain of animal protein production, from animal
feed to breeding and commercial farming to slaughtering and processing livestock and
supplying the raw materials for our downstream consumer food segment (see Business
Consumer Food). We are one of the two largest poultry and poultry feed manufacturers in
Indonesia, with over 40 years of experience in poultry production, and in 2013 we had a
domestic market share of 25% by production capacity of DOCs and 22% by volume of animal
feed (excluding aquafeed) sold. See Appendix FIndependent Market Research on
1
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Selected Food Markets in Indonesia, China, India, Vietnam and Myanmar. We also have
poultry operations in Vietnam, Myanmar and India and beef operations in China. In addition,
we produce other classes of proteins, namely swine (in Vietnam) and aquaculture (in
Indonesia). We seek to replicate our successful industrialized operational model in Indonesia
for poultry and beef in and across our other markets and our other classes of proteins.
The following chart illustrates the fully integrated value chain for animal protein production.
Our operations include each of the steps in this value chain for certain of our proteins, such
as poultry and swine, and most of the steps for our other proteins. See also BusinessOur
Animal Protein SegmentIntroduction for a more detailed description of these steps.
Breeding Farms
Animal Feed
Commercial Farming:
poultry: grow out
cattle: feedlotting
swine: fattening
Slaughterhouse
Consumer Food
produce DOCs, primarily in Indonesia, as well as in Vietnam, Myanmar and India. In 2013 we
sold almost 600 million DOCs across our markets. In 2013, we sold approximately 7% of our
DOCs produced in Indonesia internally to our own commercial farms for growing out, with the
remainder sold to contract farms or third parties. We have over 10,000 commercial farms in
our network, most of which are contract farms that are owned and operated by local farmers
who grow out the chicks on our behalf. We source most of our grandparent stock for chicken
from Aviagen, one of the worlds leading poultry genetics companies, and our industrialized
approach results in premium quality DOCs and feed conversion ratios that are among the
highest in the industry in Indonesia.
In our beef business, we are one of the largest beef cattle feedlot operators in Indonesia and
the largest importer of live beef cattle into Indonesia. We breed, fatten and process beef cattle
and have four feedlots in Indonesia with a total production capacity of 165,000 heads of cattle
per year. We also have cattle breeding operations in Australia, where our stations can hold
approximately 45,000 heads of cattle at any one time. We import the cattle bred at our
stations in Australia to Indonesia for fattening and processing, and we ship approximately
12,000 heads of cattle per year from our Australian operations to our feedlots in Indonesia.
Our beef business is operated as a fully integrated business, whereby breeding, feed,
fattening and slaughterhouse operations are carried out within our Group and are therefore
under unified control and operation.
In addition, we have swine breeding and distribution operations in Vietnam, where we sold
approximately 72,700 piglets in 2013. In 2012 we entered into a joint venture with Hypor, one
of the worlds leading suppliers of swine genetics, which enables us to operate the entire
chain of swine breeding farms, including nurseries and parent, grandparent and great
grandparent farms. In addition, we also produce small amounts of fish and shrimp in
Indonesia.
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We produce premium-quality animal feed in Indonesia, Vietnam and Myanmar, both for our
own poultry, swine and aquaculture operations, as well as for sale to third parties. We sold
over 3.5 million tons of animal feed in 2013 across our markets, including both internal and
external sales. We formulate the feed to maximize its nutritional value depending on its end
use and brand it accordingly, and our feed brands are among the most recognized in
Indonesia.
Consumer Food
We use the high-quality milk and animal protein products that we produce in-house as raw
materials for our downstream consumer food segment. As a result, we are able to trace the
quality of the ingredients in our consumer food products all the way through the production
chain, which provides us with a high degree of confidence in the quality and reliability of our
consumer food products.
We make ambient-temperature and chilled/frozen meat products from chicken, beef and
seafood for the Indonesian market. Our So Good and Sozzis brands are leading brands in
Indonesia for premium processed meats, while our Real Good and So Nice brands focus on
the mass market convenience pack segment for UHT milk and meat, respectively. Due to the
high value-add element of our consumer food products and the changing consumer
preferences in our markets, we believe that our consumer food segment has significant
potential for future growth.
OUR STRENGTHS
We believe that we have the following competitive strengths:
Our industrialized approach to agri-food production and our vertical integration drive
our leadership positions and growth strategies.
Our agri-food production involves (i) large-scale standardization of our operations to create
efficiencies and facilitate replication, (ii) use of superior breeds, and (iii) a sophisticated
approach to animal husbandry, animal health and nutrition, including a strong focus on biosecurity. This approach provides us with a number of key strategic and financial advantages
compared to traditional farming, including the following:
Economies of scale and cost savings that allow us to produce quality products at lower
costs, thereby driving our competitiveness and profitability. Economies of scale also
allow us to provide better animal health and nutrition, while mitigating risks of disease
outbreak through better bio-security;
Resources and technology to support and develop management and operational

expertise as well as build strategic alliances with global leaders in breeding research,
such as Aviagen for poultry and Hypor for swine. Our access to superior-quality breeding
reinforces the quality of our products and the high yields of our production processes;
Consistently high-quality animal protein products that are trusted by our customers who
are willing to pay premium pricing for quality and product traceability; and
Advantages when we expand our business within existing markets or into new markets.
Our experience replicating our industrialized approach provides a cost-effective model
for continued growth. We have executed this strategy in connection with our entry into
the poultry market in Vietnam, India and Myanmar and into the dairy market in China.
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In addition, the vertical integration of our animal protein business from animal feed production
to breeding to food processing, provides us with a number of significant competitive
advantages, including the following:
We have more opportunities to capture value at different points on the chain and to
continue to diversify our business, enabling us to realize favorable profit margins
compared to less integrated farming operations;
Controlling the entire protein food value chain provides us with greater food security and
traceability. This is becoming increasingly important in Asia and is a key driver for
premium pricing in our protein businesses and consumer food segment as consumers
become more aware of health and safety concerns involving food; and
As we consider new market opportunities across our five target markets for our five
classes of proteins, we have a better understanding of the risks and opportunities
involved at each stage of the value chain and are better able to target our entry point into
the new market opportunity accordingly.
We operate in five large, high-growth emerging Asian markets where protein

consumption is low and expected to increase.
Our leading agri-food businesses are located in China, Indonesia, Vietnam, Myanmar and
India, which have compelling macro-economic fundamentals that drive increasing
consumption of protein foods. There are three billion people living in our target markets, and
we expect these populations to continue to grow and their levels of disposable income to
continue to rise. Income growth in these target markets is expected to be particularly strong in
the middle- and lower- income brackets, which make up the bulk of our target consumer
groups. This increasing consumer wealth is underpinned by a number of macro-economic
factors, including favorable demographics, with young, large and growing populations, and
increasing urbanization. See Appendix FIndependent Market Research on Selected Food
Markets in Indonesia, China, India, Vietnam and Myanmar.
We believe that there is significant potential for growth in protein food consumption in our
target markets. There is a positive correlation between the level of a countrys economic
development (and per capita income) and the consumption of protein foods, such that
national populations tend to consume more proteins as personal income increases. Given the
growing affluence (from a low base) of the populations in our target middle- and lowerincome consumer groups, we expect protein food consumption in these markets to rise.
According to the Industry Consultant, chicken meat consumption in Indonesia will increase by
14.9% per year over the next two years and demand for raw milk in China will increase by
5.7% per year between 2013 and 2018. See Appendix FIndependent Market Research on
Selected Food Markets in Indonesia, China, India, Vietnam and Myanmar. The positive
outlook for growth in protein consumption in our target markets is supported by the fact that
total consumption of protein staples in our target markets remains significantly lower than in
other countries. For example, per capita chicken consumption in Indonesia was 8 kilograms in
2012, compared to 47.7 kilograms in Malaysia. In addition, per capita dairy consumption in
China was 29 kilograms in 2013, compared to 58 kilograms in Japan, 85 kilograms in the EU
and 96 kilograms in the United States.
We also believe these macro-economic factors support the growth of our consumer food
business, as growth in per capita disposable income tends to drive increasing spending on
consumer goods.
We operate our business in multiple protein segments with leading market positions
We are a market leader across multiple classes of proteins, with an emphasis on poultry, milk
and beef, complemented by growing businesses in swine and aquaculture. We focus on
developing operational and technical expertise across each of our protein segments (which
114
form the bulk of animal protein consumption in Asia) to create leading market positions and
then replicate our successes as we expand our five classes of proteins in and across our five
target markets. For example, we are one of the two largest producers of poultry in Indonesia,
with over 40 years of experience, and are successfully replicating our Indonesian poultry
business model in Vietnam, Myanmar and India. We are also replicating the success of our
Indonesian dairy business in China, where we have increased our herd size by more than
three times, from 12,774 heads of cattle in 2011 to 40,691 heads of cattle in 2013.
We currently focus on the following protein segments where we believe there are significant
opportunities to strengthen our market positions:
Poultry
We have over 40 years of experience in poultry production and have developed a fully
integrated and industrialized business model across the entire value chain of poultry
production, from the manufacture of poultry feed, to breeding and commercial farming, to
the processing of chicken meat and the marketing of branded processed foods. This
business model provides us with a number of strategic and financial benefits that have
contributed to our market positions. In 2013, we had market shares in Indonesia of
25.1% by production capacity of DOCs and 21.9% by volume of poultry feed (excluding
aqua feed), which was the second-largest market share in Indonesia, with the nextlargest poultry feed producer holding a market share of 5.5%. We drew on our extensive
experience in the Indonesian poultry industry as we expanded in Vietnam, where we had
a 22% market share in 2013 by number of broilers produced. Similarly, we have also
been able to develop leading market positions for poultry in Myanmar and are developing
our poultry operations in India.
In Asian emerging markets, in particular Indonesia, chicken is an affordable source of

protein for the large and growing middle- and lower-income consumer classes. The
affordability and quality of chicken in Indonesia is driven by a number of factors,
including sophisticated genetics, sophisticated breeding and farming practices, low
transportation costs and limited cold storage facilities for other protein sources. In
addition, as protein sources in Indonesia must be halal for the predominantly Muslim
population, there is little competition from swine, the next most affordable animal protein.
Dairy
We are one of a small group of leading, industrialized producers of premium raw milk in
Indonesia and China that is of the highest quality in terms of nutritional and safety
standards. In Indonesia, we use all of our premium raw milk in our downstream
consumer dairy businesses to produce fresh milk and premium cheeses marketed under
our Greenfields brand. According to the Industry Consultant, in 2013, our Greenfields
brand was the market leader for premium fresh milk in Indonesia, with an estimated
market share of 38.4% by value. In China, we currently focus exclusively on producing
premium raw milk that we sell at premium prices to leading dairies in China. In 2013, the
average price of our milk was RMB 4.51 per kilogram, approximately 25% higher than
the average market price of milk across ten key production regions in China.
In China, there is a structural supply shortage of raw milk that the Industry Consultant
expects to continue through 2018. The demand for raw milk increased at a compounded
average growth rate of 4.8% from 2008 to 2013 and, according to the Industry
Consultant, the current demand growth is outpacing the growth in production. Over the
same period, Chinas raw milk supply increased from 35.6 million tons in 2008 to
37.4 million tons in 2012 but declined by 5.7% (compared to 2012) to 35.3 million tons in
2013, as a result of extended dry conditions, contagious diseases amongst cows and the
exit of some small-scale dairy farms.
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Swine
Swine remains the largest protein segment in a number of Asian emerging economies,
including China and Vietnam, which presents significant opportunities for industrialized
farmers in these markets. In Vietnam, we are replicating our industrialized approach to
farming in order to create a market-leading position for swine.
Beef
We believe there are attractive opportunities in Asian markets for beef products, as beef
consumption increases with rising levels of wealth. In particular, the Indonesian market
could be a strong growth area for our Group, as there is ample supply of quality feed in
that market. In China, we also intend to draw upon synergies with the expansion of our
dairy business in order to grow our beef operations in that market.
We have established a leading premium dairy business in China and Indonesia, which
is poised for substantial growth.
We have established premium dairy businesses in both China and Indonesia that, we believe,
place us at the top of the dairy market in both of these high-growth countries and position us
for sustainable and profitable growth. In China, we sell our premium raw milk to processors in
the rapidly developing premium dairy market. In Indonesia, we have the largest dairy farm
operation by volume of premium fresh milk produced, and we use our raw milk to produce
premium fresh milk and other premium downstream dairy products that we sell directly to
consumers. We believe that our success in producing high-quality milk, generating high yields
from our milking cows and receiving premium prices for our milk and milk products is due to a
number of factors, including the following:
Scale and design of farms: we have expertise in building and operating large-scale
industrialized dairy farms, with a standardized ten- to twelve-thousand-head farm design
that maximizes operational efficiency and quality. These farms are supported by
government policies to encourage large-scale farming in both China and Indonesia. In
China, incentives include (a) tax exemptions and rebates on value-added tax and
corporate income tax, (b) providing infrastructure support, including water and power,
and (c) granting long-term land leases at rates below market rate. In Indonesia,
incentives include value-added tax exemptions and import duty exemptions on the
import of certain capital goods. The quality of raw milk supplied from our farms is
significantly higher than the overall quality of raw milk supplied in each of these
countries, as the significant majority of raw milk is sourced from small-holder farms;
Farm management: we have a depth of experienced farm managers. We follow

advanced and industrialized farm management practices to maximize our yields and
produce milk of the highest quality. These practices range from feed management and
animal nutrition to the insemination and breeding process to milking techniques,
biosecurity measures and the management of effluent. We also have experience in
sourcing local forage for cattle feed. See BusinessOur Dairy SegmentOur Farms.
High-yielding livestock: we select the most suitable semen from our suppliers to optimize
the genetic mix of our cows and breed the highest-yielding cows. In addition, we use
sex-controlled semen in order to increase the birth rate of female cows on our farms.
Location of farms: in China, our first five-farm hub is located in Shandong province,
which has cool and dry weather and an abundance of fertile land and is proximate to
Beijing and Shanghai. We intend to commence building our second five-farm hub in
2014 in Inner Mongolia, which will have similar operational advantages. In Indonesia, our
farm is located 1,200 meters above sea level, with cool and dry weather and good
access to water. In addition, we have purchased land for a second dairy farm in Blitar,
East Java, Indonesia and we target completion of construction of this farm in the first half
of 2016.
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We believe that our consistent application of these practices is the driving factor that
underpins the success of our dairy business. This success is reflected in the following:
Milk quality: our milk is of the highest quality in both the Chinese and the Indonesian
market. The protein and fat levels of our milk exceed both Chinese and international
industry standards by substantial margins, while our microbe counts and somatic cell
counts are only about one-tenth of the maximum counts allowed by those standards.
See BusinessOur Dairy Segment. Especially in the Chinese market, with its recent
history of food quality scandals involving milk, this high quality gives us a significant
advantage over many other milk producers in the market.
Premium pricing: the premium quality of our milk results in premium prices for our milk,
as customers look to use our milk for the production of their high-end dairy products. In
the first three months of 2014, our raw milk sold for an average price of RMB 5.25 per
kilogram, compared to an average price for milk for ten key production regions in China
of RMB 4.24 per kilogram, according to the China Ministry of Agriculture.2
Milk yields: our average milk yield per cow in 2013 was 9.1 tons per annum in Indonesia
and 11.5 tons per annum in China, compared to industry averages of 3 tons per annum
and 5.5 tons per annum in these countries.
Strong customer relationships: we have established strong customer relationships with

the leading dairy companies in China, driven in large part by the quality and traceability
of our milk. Our sales volume in China increased from 62,487 tons in 2012 to
124,408 tons in 2013.
We have created leading downstream consumer food brands, which we expect to be a

key driver for future growth.
We have leveraged the high quality of the raw materials we produce to establish leading and
reputable downstream consumer food brands, and we expect this business segment to be a
driver for future growth. As a result of our vertical integration, we are able to trace the quality
of the ingredients in our consumer food products all the way through the production chain,
and since we control virtually all parts of this chain, we have a high degree of confidence in
the quality and reliability of these ingredients and of our end products.
While most meat in Indonesia is still bought and sold through traditional wet markets,
increasing income levels and changing lifestyles are leading more consumers to processed
meat consumption. To capitalize on this market opportunity, we use our high-quality protein
products to make processed meat products marketed under leading brands such as So Good,
So Nice and Best Chicken. In Indonesia, our consumer food segment has the second-largest
market share in frozen consumer food and the third-largest market share in
ambient-temperature food. Further, we also source milk from third parties in Indonesia to
produce UHT milk for the mass market segment in Indonesia in ready-to-drink small
convenience packs under the Real Good brand. We expect strong growth from this market
segment. We expect that our significant experience in the management, marketing and
distribution of our downstream brands and products will be instrumental in supporting our
expansion into the downstream dairy business in China.
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Because we control virtually the entire production chain for most of these products, we have a
high level of traceability and quality control for our consumer foods, which provides us with a
strong reputation for quality and reliability, in particular with international food service
customers and leading modern retailers.
We benefit from a strong management team focused on growth and driving group
synergies across our business segments.
Our senior management team consists of experienced industry executives with a long history
in our Group and a clear long-term vision of our Groups business. This team is supported by
operational leaders who are integral to our success and future growth strategies, and have
extensive experience in the day-to-day operations of farms, feedmills, food processing plants,
and all other aspects of our business. This combination of long-term vision and strong
operational expertise is the key reason for our Groups success in growing from one feedmill
more than 40 years ago to our market-leading poultry business, and more recently, our
sizeable dairy business.
We believe that the structure of our organization and the manner in which the business
segments operate with each other drive synergies across our Group. For example, in each of
our business segments:
Our senior management team fosters an industrialized farming culture and approach to
operations. The strength and consistency of this culture facilitates collaboration across
business segments;
The operational segment leaders are highly experienced with significant industry and
technical knowledge. They have developed best practices for their businesses, and
these competencies can be shared across our Group; and
We benefit from the expertise and experience developed in other business segments by
sharing key resources when we expand into new markets or implement new growth and
operational initiatives.
OUR STRATEGY
We intend to drive the growth of our Group through the following strategic initiatives:
Expand our dairy business in China through the continued replication of our
successful business model
on the first farm before the end of 2014 and to complete the second five-farm hub in 2018.
See Use of Proceeds. We expect the second hub to increase our total herd size in China to
approximately 120,000 heads of cattle by the end of 2018. For the construction and operation
of the second hub, we plan to replicate our current farm designs and operating systems in
order to achieve similar productivity to our current farms. We believe that this expansion will
allow us to capitalize on the current supply deficit for premium milk in China and to enlarge
our footprint as a leading premium milk producer in Asia.
Continue to grow and enhance the profitability of our core poultry business in
Indonesia
Our poultry operations in Indonesia are a core part of our business, providing us with the
strong foundation of a profitable, growing and cash flow-generative business segment. We
believe there are significant opportunities for growing this business as Indonesias per capita
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income continues to rise and as we increase our feed capacity, our DOC production and the
reach of our downstream consumer brands. We plan to continue to build breeding farms and
aim to expand our production of DOCs from almost 600 million in 2013 by approximately 30%
in the next two years. In 2013, we invested approximately IDR492.4 million (US$47.2 million)
into growing our production capacity for DOCs in Indonesia, which consisted primarily of
construction of new breeding farms and hatcheries. We expect that this additional capacity,
along with additional capital expenditures into our DOC production capacity in 2014, will
underpin our growth plans for DOC production in Indonesia over the next two years. As we
grow our DOC production, we also intend to increase our feed capacity and production to
support our growth in DOCs.
To cater for more DOCs and to account for a shift in consumer preferences toward highquality processed foods, we plan to increase the capacity of our existing slaughterhouses and
to build additional slaughterhouses. Depending on the extent of these developments, we may
double our processing capacity in the next several years, and we expect that our sales from
processed or dressed poultry will increase as a proportion of our total sales.
As we expect consumption of animal proteins to increase in Asia, we intend to expand our
animal protein business in certain of our five target markets. For example, we intend to
replicate our industrialized approach to farming in order to establish a market-leading position
for swine in Vietnam and to expand our poultry operations in Myanmar. Similarly, in China, we
intend to draw upon synergies with the expansion of our dairy business in order to grow our
beef operations. Across our five classes of proteins and our five target markets, we may
consider opportunities for acquiring existing businesses on a case-by-case basis. We
currently have no specific plans to expand into new animal proteins or new geographies
beyond that in which we currently operate.
Build on our high-growth consumer food brands
We believe that our consumer food business has significant potential for future growth, due to
the high value-add nature of the business, our competitive advantage resulting from our
vertical integration and the shifting preferences of consumers. We intend to capitalize on this
growth potential over the medium to long term by continuing to invest in our consumer food
business, both for ambient temperature meat products and chilled or frozen meat products.
We will seek to expand the reputation and market reach of our consumer food brands,
including Real Good for mass market UHT milk and So Good and So Nice for processed
meats. To that end, we intend to increase our manufacturing and processing capacity in
Indonesia and Vietnam and to expand our distribution capabilities in Indonesia, Vietnam and
Myanmar.
OUR HISTORY
The table below sets forth key milestones in our history:
Dairy
Year
Event
1997 . . . . . . . We commenced operations at our dairy farm in Malang, East Java, Indonesia
2000 . . . . . . . We launched our Greenfields brand of milk
2004 . . . . . . . Our promoters entered into a joint venture with Mengniu Dairy to set up a 10,000-head
dairy farm in Inner Mongolia (subsequently sold to Mengniu Dairy)
2009 . . . . . . . Our first dairy farm in Shandong, China commenced operations
2013 . . . . . . . We established a distribution company for retail sales of dairy produce in China
2014 . . . . . . . We entered into a framework agreement with the Chifeng City Government for the
construction of a second five-farm hub in Chifeng, Inner Mongolia and signed leases for
the first two farms
119
Animal Protein
Year
Event
1975 . . . . . . .
1982 . . . . . . .
1986 . . . . . . .
1989 . . . . . . .
1995 . . . . . . .
2008 . . . . . . .
2008 . . . . . . .
2012 . . . . . . .
2013 . . . . . . .
We commenced operations in our first poultry feed mill in Surabaya, Indonesia

We commenced poultry breeding operations in Indonesia
We commenced aquaculture operations in Jakarta
PT Japfa was listed on the Jakarta Stock Exchange
We commenced feedmill operations in India
We diversified into beef operations through the acquisition of PT Santosa Agrindo
We acquired PT Vaksindo Satwa Nusantara, an animal vaccine company
We diversified into swine breeding in Vietnam
We commenced operations at our beef feedlot in China and acquired our cattle-breeding
station in Australia
2014 . . . . . . . We commenced poultry operations in Myanmar
Consumer Food
Year
Event
2000 . . . . . . . We launched consumer food brands So Good and So Nice in Indonesia

2011 . . . . . . . We commenced our consumer food business in Vietnam
OUR DAIRY SEGMENT

Introduction
Our dairy segment consists of our dairy farming businesses in China and Indonesia. We carry
out our dairy operations through the AIH Group, which comprises AIH and its subsidiaries.
We own 61.9% of the share capital of AIH, and the remaining 38.1% of AIHs share capital is
owned by the BR Group. The BR Group consists of BR Fund 1 and BR Co-Fund 1 and is
managed by Black River Asset Management LLC, which is a subsidiary of Cargill, Inc.
The following table shows our business activities within our dairy segment, the geographic
locations where we operate and the percentage of Group revenue and profit after tax
contributed by our dairy segment for the year ended December 31, 2013.
Business Segment
Business Activities
Locations
Percentage
of Revenue
(2013)
Percentage
of Profit
CAGR of
After Tax
Revenue
(2013)
(2011-2013)
Dairy
Dairy products
Dairy farming
Milk processing
Branded milk
distribution
China (raw milk

production)
Indonesia (dairy
production and
distribution)
Southeast Asia
and Hong Kong
(distribution)
5%
32%
79%
In China, we produce premium raw milk that is at the top of the market in terms of both quality
and price, and we sell that milk to some of Chinas leading dairy companies for the production
of premium fresh milk and other high-end processed dairy products. We recently passed the
audit process of Starbucks China to supply them with milk processed and packaged from raw
milk produced at Farm 2 in China and branded under our L Tian Yuan (
) brand.
In Indonesia, we do not sell the raw milk we produce but instead operate a vertically
integrated dairy business that includes the production of premium raw milk for use in our own
downstream production and distribution of premium processed dairy products, such as fresh
milk, cheese and whipping cream. We market these downstream dairy products under our
leading Greenfields brand in Indonesia, and we also export a portion of these products to
other markets in Asia, including Singapore, Hong Kong, Malaysia and the Philippines.
120
Our dairy farms are able to achieve significantly higher-yielding and higher-quality milk than
smaller-scale farms and most other larger scale farms in China. This has enabled us to
produce raw milk of a quality that consistently surpasses international nutritional and safety
standards and to sell our raw milk at premium prices. In 2013, for example, the average
selling price of our raw milk was RMB 4.51 per kilogram in China, which was approximately
25% higher than the average selling price of RMB 3.6 per kilogram for raw milk from ten
major production regions in China. See Appendix FIndependent Market Research on
Selected Food Markets in Indonesia, China, India, Vietnam and Myanmar.
We operate a five-farm hub of dairy farms in Shandong province, China, with four of the
dairy farms currently in the operational stage and the fifth farm under construction. We expect
construction of the fifth farm to be completed by the end of 2014 and the farm to commence
producing milk in early 2015. Our approach in constructing our dairy farms is to create a
standardized model that is highly industrialized, efficient and easily replicable, both in terms of
construction and in terms of operation. To this end, we developed the first five-farm hub in
Shandong, where we constructed five farms of substantially identical design and similar size,
each holding between 10,000 and 12,000 heads of cattle. This approach creates operational
efficiencies, enables us to construct additional farms more efficiently and without having to
design the new farm from scratch, and allows us to move personnel from one farm to another
more effectively. We intend to follow this standardized farm model as we expand to our
second five-farm hub in China. In April 2014 we entered into a framework agreement with the
Chifeng City Government, a prefecture-level city in eastern Inner Mongolia approximately
500km north of Beijing, that provides a basic framework for our acquisition of land and our
construction of a second five-farm hub in China. Pursuant to the agreement, we expect to
begin construction on the first of these five large, modern farms before the end of 2014 and to
complete the second five-farm hub in 2018. On July 12, 2014, we entered into conditional
lease agreements in respect of two sites in Chifeng for the construction of new farms with the
Alukerqin County Government. We expect this five-farm hub to have an aggregate holding
capacity of 60,000 cattle. We have chosen Chifeng as the location of our second five-farm
hub as it has abundant cropping land available to be leased to us, corn and alfalfa plantations
in the vicinity, suitable temperature and climatic condition for cattle farming and abundant
water sources. We expect completion of this second hub to increase the total size of our herd
in China to approximately 120,000 heads of cattle. Save in respect of the second five-farm
hub in Inner Mongolia, we currently have no other plans to expand our dairy farms in China.
However, if commercially viable, we may consider constructing a milk processing facility.
In Indonesia we operate one milk-producing dairy farm and one dairy processing plant for our
downstream dairy products, both located in Malang, East Java, Indonesia. In addition, we
have purchased land for a second dairy farm in Blitar, East Java, and we aim to begin
producing milk at this farm in the first half of 2016.
The following table sets forth certain key operating data for our dairy segment:
As of or for the years ended

December 31,
2011
2012
2013
Country
China
Number of farms(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
3
4
Total cattle population(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,774 24,345
40,691
Number of milking cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,777
9,534
14,498
Average milk yield per milking cow for the year/period
(tons)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.9
10.5
11.5
Raw milk produced (tons) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,840 64,349 130,227
Raw milk sold (tons) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,225 62,487 124,408
Average selling price (RMB/kg) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.06
4.22
4.51
Total Revenue (US$ millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13.2
43.2
93.5
121
As of or for
the three
months
ended
March 31,
2014
4
41,777
16,655
12.4
45,797
45,797
5.25
39.3
As of or for
the three
months
ended
March 31,
2014
As of or for the years ended

December 31,
2011
2012
2013
Country
Indonesia
Number of farms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1
1
Total cattle population(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,532
5,647
5,758
Number of milking cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,604
2,687
2,959
Average milk yield per milking cow for the year/period
(tons)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.0
9.4
9.1
Raw milk produced (tons) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,341 24,727 26,984
Raw milk sold (tons)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,315 24,111 26,676
Total Revenue (US$ millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52.7
58.2
54.6
1
5,743
2,855
9.4
6,669
6,669
11.9
Notes:
(1)
Includes farms for which construction was completed as of the date indicated but which may not have commenced milk
production.
(2)
Consists of the total number of cows on our farms at period-end, including milking cows, young stock, heifers that are
pregnant (and therefore not yet milking) and other non-milking cows. As of December 31, 2013, total cattle population in
China included our fourth farm in China, which was holding cattle but not yet producing milk as of that date.
(3)
Average milk yield per milking cow is calculated as the sum of the daily milk yield per milking cow for each day of the year.
Daily milk yield per cow is calculated as the total milk production for the day divided by the number of milking cows on that
day.
(4)
Represents internal sales of raw milk to our processing plant in Indonesia for the manufacture of our dairy products.
Our raw milk in both China and Indonesia surpasses both local and international nutritional
and safety standards, including the EU raw milk standard, which is among the most stringent
industrial standards for raw milk and other dairy products in the world. Our raw milk in China
is therefore in high demand among leading domestic dairy product manufacturers that use it
for their premium dairy products. In addition, our raw milk in Indonesia is used for our own
premium dairy products marketed under our leading consumer food brands. The following
table sets forth our key milk quality and safety indicators for our operational dairy farms, as
compared to the relevant EU standard.
Safety Standard
Microbe count . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nutritional Standard
Protein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Farm at Malang,
East Java,
Indonesia
Farms in China
(Farm 1, Farm 2
and Farm 3)
EU Standard(1)
10.0K/ml
200.0K/ml
11.0 K/ml
152.7K/ml
<100K/ml
<400K/ml
3.3%
3.8%
3.3%
4.1%
>3.1%
>3.5%
Note:
(1)
Indicators for freshly milked raw milk and before treatment. As set forth in the Raw Milk Quality Standards in Council
Directive 92/46/EEC of June 16, 1992 adopted in the EU.
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Our Farms
The following diagram is a simplified illustration of our dairy farm business model:
Establish free-stall farm
Import heifers or
transfer heifers from
mature farms
Feeding
Waste
management
Insemination
Repeat
Milking
Calving
Female
calves
Male
calves
Culled / sold
We strategically locate our farms in Shandong province because this area has cool and dry
weather, clean air and water, and an abundance of flat fertile land, which makes it suitable for
raising high-quality dairy cows and producing premium raw milk. In addition, Shandong
province lies in between Beijing and Shanghai and as such, our farms are in close proximity
to the processing facilities of our customers and to our suppliers of key raw materials (such as
corn silage, corn flake and cotton seeds) required for our dairy farming operations.
In Indonesia, we have one integrated operational dairy farm and one dairy product processing
plant, both located in Malang, East Java. Our farm is located 1,200 meters above sea level in
a region with dry weather and cool temperatures, to make it suitable for raising high-quality
dairy cows and producing premium raw milk. The farm also has good access to water and is
located away from populous areas. In addition, we have purchased land for a second dairy
farm with an area of 60 hectares and a capacity of 8,000 cows, located in close proximity to
the first farm. We have commenced preparatory work for the construction of the second farm
and expect to begin producing milk at this farm in the first half of 2016.
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The following table below sets forth certain details about our dairy farms in China and
Indonesia.
Legal
Entities
China:
Farm 1: DYAA
Location
DongYing
Guang Rao
AustAsia
Town, Dong
Modern Dairy Ying City
Farm Co. Ltd.
Construction Development
Size
Cattle
Holding
Status
Stage
(hectares) Population Capacity
Milking
Capacity
Acquired from Milking since

a local dairy the second
operator in
half of 2009.
the second
half of 2009.
49.6
11,956
10,000
5,800
Farm 2: TAAA
Taian
Fei Cheng
Construction First milk
County, Tai An completed in generation in
AustAsia
Modern Dairy City
2011
the second
Farm Co. Ltd.
half of 2011.
88.4
12,933
13,000
6,000
Farm 3: DXAA
DongYing
He Kou District, Construction First milk
Xianhe
Dongying City completed in generation in
AustAsia
2012
the first half of
2013.
Modern Dairy
Farm Co. Ltd.
110.2
9,855
13,000
6,000
Farm 4: DSAA
DongYing
He Kou District, Construction We target first
Dongying City completed in milk by the
Shenzhou
2013
second half of
AustAsia
Modern Dairy
2014.
Farm Co. Ltd.
100.8
5,947
17,000
6,000
Farm 5: DSAA
DongYing
He Kou District, Preliminary
Shenzhou
Dongying City work has
AustAsia
commenced.
Modern Dairy
Farm Co. Ltd.
153.6
NA
13,000
6,000
We target first
milk by the
first half of
2015.
Indonesia:
Malang Farm 1
PT
Greenfields
Desa
BabadanKec.
Mgajum
Gunung Kawi,
Malang, Jawa
Timur
Acquired from Milking since

a local dairy the second
operator in
half of 1998.
the second
half of 1998.
50.0
5,758
6,000
2,800
Blitar Farm 2
PT
Greenfields
Blitar, East
Java
We target
completion of
construction
during the
course of
2016.
60.0
NA
8,000
3,800
We target first
milk in the
first half of
2016.
Breeding
For our dairy farms in China and Indonesia, we import female dairy Holstein heifers older than
10 months from Australia or New Zealand for the early stages of our operations. The selection
process for such imports is carried out via the Dairy Herd Improvement Association
computerized system and then through individual physical inspection and approval. Once the
heifer is selected and declared fit, it is then prepared in Australia or New Zealand before
being shipped to our dairy farms. Heifers are then artificially inseminated with semen from
high-quality bulls to begin the breeding cycle. After the birth of the calf, the heifer begins to
produce raw milk, which we collect for sale or for use in our downstream processing. We
currently sell all male calves (approximately RMB1,100 or IDR2 million per head) to third
parties, but, in the case of China, will increasingly transfer them to our own beef feedlot
operations in China. In our dairy farms, we raise the female calves until they reach a suitable
age for insemination and the breeding cycle is repeated. After an initial breeding phase, we
can use our own heifers for growing our herd further, as well as for starting a new herd when
we open a new farm. To populate our new dairy farms we intend to use both heifers and
milking cows from our existing dairy farms and to import new heifers and milking cows as
required.
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We breed our own high-quality Holstein dairy cows to support our own farms in China and
Indonesia. We use artificial insemination technologies to breed our dairy cows and we use
high-quality bull semen purchased from the United States. We usually request our suppliers
to provide us with a list of the most productive Holstein bulls of that year. Taking into
consideration factors such as the milk yield of the bulls offspring, age, type of dairy cow and
the nutritional content of the raw milk produced by the bulls offspring, we select the most
suitable semen that we believe will optimize the genetic mix of our dairy cows. We use sexcontrolled semen for mature heifers in order to achieve female calf birth rates of
approximately 80%, which is significantly higher than normal female birth rates and which
enables us to more aggressively grow the herd. Our suppliers of Hostein bull semen provide
after-sales services and training to our staff in relation to disease control and breeding
techniques.
It typically takes a new born female calf approximately 14 months to become a heifer of the
appropriate breeding weight. At this stage, the heifer will be inseminated. After calving, the
lactation period begins and the cow is typically milked for approximately 305 to 340 days. A
cow has the highest milk production six to eight weeks after calving, after which its milk
production will decrease. A sufficient dry period is required to maximize the cows milk
production post-calving, and typically the cow is given a dry period of approximately
50 to 60 days prior to the next insemination.
Feeding
Our feed includes concentrates and forages. Concentrates, which primarily consist of corn,
soybean meal and cotton seed meal, are easily accessible commodities in China and
Indonesia. Forages consist mainly of corn silage, grass forage and alfalfa. We select
suppliers based on the feeds quality and price. Corn silage can only be harvested once a
year in China, during the period from August to September. As a result, we store a years
supply of corn silage in China to avoid any interruption of feed supply. We store at least two
months supply of alfalfa.
The feed nutrients required by each dairy cow can vary depending on a number of factors,
such as age, stage of lactation and milk production level. Our feed ration is in line with the
formula and practice used in California but tailored for our conditions in China and Indonesia.
We adopt total mixed ration, which involves the weighing and blending of all feedstuffs into a
complete ration to provide adequate nourishment to meet the dietary requirement of dairy
cows and to ensure well-balanced feed intake. The milk quality and yield of a dairy cow are
largely determined by the nutritional composition of its feed. We supplement our feed
composition with vitamins and minerals to further improve the average dairy cows daily
nutritional intake and digestion of our dairy cows. We do not use hormonal growth substances
to feed our dairy cows.
We take measures to ensure the good health of our female calves. We feed them colostrum
as soon as they are born, following which we switch to regular milk and feed them
approximately six litres of regular milk per day for eight weeks. In addition to milk, we feed the
female calves with grains and water. Once they begin to consume approximately one-and-ahalf kilograms of grain per day for three consecutive days, they are ready for weaning and are
kept on the same calf grain for one more week before we feed them with a calf grower.
Herd Management Technologies
We rely to a large extent on the US Herd Information System (Dairy Star) for the management
of our dairy farms. Our cattle in China and Indonesia are specifically identified by way of radio
frequency cow tags which are linked to the US Herd Information System (Dairy Star). This
software allows us to monitor each cow in terms of its basic information, genetic connection,
medical history and milk yield and also allows us to track every step of the production
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process, including the breeding cycle. We perform a full stock-take on our dairy cows on a
quarterly basis.
The software generates various types of reminders to prevent mistakes due to employee
negligence or misconduct, including, among other things, the dry period reminders for
pregnant milking cows, the insemination reminders for mature heifers, the weaning reminders
for female calves and the barn-switching reminders. The US Herd Information System (Dairy
Star) improves the operating efficiency of our dairy farms and accuracy of our herd
management. Additionally, the software allows us to track the family tree of all bulls whose
semen we have used for insemination. We utilize this software to avoid utilizing semen from a
bull to inseminate any offspring of the same bull.
Furthermore, this software is capable of generating various types of reports regarding
different aspects of our operation, including but not limited to reports on different groups of
cows, reports on the daily milk yield per cow and reports on total milk yield. This software
consolidates all the information of our farms on a single network in each of China and
Indonesia to allow central monitoring and data analysis, which greatly enhances the
uniformity and standardization of our farm management.
Additionally, we utilize an automated activity monitoring system for heat detection to
determine the best time to inseminate our cows, thereby improving the rate of successful
inseminations and leading to a higher rate of pregnancies, shortened calving periods and
increased milk yields.
Cattle Welfare and Disease Control
It is our philosophy to give priority to cattle welfare. Cows produce more milk, have fewer
health problems and live longer if they live in a comfortable environment. We equip our dairy
farms with free-stall ventilated barns, which allow the cows to walk freely between the
bedding and the feeding area. As bedding material, we use high quality sand, which is
believed to be the most comfortable material for cows and is known for its ability to control the
spread of mastitis in cattle housing. To prevent cows from slipping and incurring feet injury,
we utilize non-slip grooves in cow barns and non-slip matting in milking halls and passways
from cow barns to the milking halls. Furthermore, we house our female calves in naturally
ventilated barns in China, which are heated during the winter months to keep them warm.
We have implemented a strict and effective disease control policy to maintain the overall
health of our herd. We perform routine checks on our dairy cows twice daily for our dairy
farms in China and Indonesia. In China from mid-November to mid-May every year, extra
monitoring is undertaken as diseases tend to be more prevalent during the colder months.
The incidence and prevalence of lameness and mastitis, the two most common diseases
affecting dairy farms, is relatively low in our farms. This is attributable to our good hygiene
practices, our well-managed free stalls, the clean environment of our facilities and our
attention to the health and welfare of our cattle.
Infectious diseases, such as FMD, brucellosis and bovine TB, are the major threats to the
dairy farming industry. We have adopted several disease control measures at our dairy farms,
including regular administration, typically on a quarterly basis, of the FMD vaccination and
regular testing for brucellosis and bovine TB. We vaccinate all of our female calves that are
over three months of age and the whole herd four times a year as part of our FMD prevention
measures. Because there is no vaccine to prevent bovine TB, we conduct regular testing of
the herd to keep the herd clean. We also require our employees to conduct regular testing to
make sure they do not carry the disease to the farm. To prevent brucellosis, a disease that
can spread quickly and lead to miscarriages, we regularly examine the herds at all of our
farms. Where there is risk of infection, we carry out farm-wide disinfection and immunization
to prevent the spread of the disease.
126
We have established disease control committees at all of our dairy farms, comprising our farm
managers, veterinary personnel and heads of each department. Upon detecting a disease
outbreak, we immediately quarantine the diseased dairy cows in a secured barn and carry out
farm-wide inspections and disinfection procedures to prevent the spread of the disease. We
also suspend the transfer of cows between different barns. In addition, we are required to file
reports with the local veterinary bureaus regarding any outbreak of classified diseases, such
as FMD.
We have not experienced any major outbreaks of diseases in our dairy farms in China and
Indonesia.
Quarantine and Treatment of Diseased and Dead Cows
We quarantine our diseased dairy cows in separate barns and our veterinary personnel
inspect them regularly. We seek prompt and appropriate treatment for our dairy cows. Where
medical treatment is not cost-effective or not feasible, the diseased dairy cows are culled, and
the affected areas are disinfected. Dairy cows that have been cured of any disease are milked
in a separate milking hall until their milk passes all of our tests and examinations. Generally,
dead cows and aborted foetuses are treated with quicklime which corrodes and disinfects the
carcasses before they are buried in specific and designated areas. The local government in
China is building a carcasses treatment facility expected to be operational by the third quarter
of this year. We plan to make full use of this government-initiated facility for treatment of dead
cows.
Strict Farm and Production Facility Protocol
Employees are required to change and disinfect themselves before entering the production
facilities and vehicles must be disinfected before entering the farm. If employees are returning
from a period of leave from work, they are required to be disinfected under UV rays for half an
hour before they are allowed back in the production facility. In addition, unauthorized vehicles,
persons, animals and equipment are prohibited from entering the farm. We disinfect our staff
living quarters, milking halls and our veterinary hospital regularly. For example, we disinfect
the veterinary hospital every day. Employees are required to wear gloves when handling dairy
cows or milk.
Waste Management and Environmental Issues
Dairy cows produce huge amounts of waste in the form of excrement and urine. We have
designed a comprehensive recycling system in each farm in China and Indonesia. Waste
water, following filtration, is recycled for cleaning and flushing barns. Manure is dried and
utilized by surrounding farmers as fertilizers for cropping which is used for our feed
production. Our farm design utilizes efficient and effective ways of effluent management using
specialized separation units. We have also undertaken the construction of bio-gas and waste
water treatment facilities as well as a large-scale waste water lagoon, rain water separation
system and the roofing of heifer barns to complete our environmental protection facilities.
Our Production Processes
We use automated milking systems at each of our dairy farms. The milk production process
comprises the following steps:
Pre-milking sterilizationbefore milking, the udders and teats of milking cows are
sprayed with sanitizing fluids. We also clean and sterilize the teat cups before milking.
Cleaningthe udders and teats of milking cows are wiped dry with dry towels within
30 seconds after sterilization.
Testingto ensure the quality and safety of raw milk, we discard the first three squeezes
of raw milk from the milking cows. Our dairy workers also check the health condition of
127
the milking cows udders at this stage. Upon observation of any signs of mastitis, the
milking cow will be immediately quarantined and checked by our veterinary personnel.
Milkingto commence the milking process, the dairy workers will attach the teat cups,
which are connected directly to a central milk tank, to our milking cows udders promptly
after finishing the above procedures to minimize the risk of infection.
Coolingthe raw milk produced from milking cows is immediately cooled to around 4 C.
Central collectionwe pipe all milk directly to our central milk tank and store the milk at
around 4 C.
Deliverywe directly pipe the raw milk from our central milk tank to the trucks of our
customers, who collect the raw milk at our farms.
All the pasteurization, sterilization and packing machines at our dairy farm in Indonesia are
controlled by a programmable logic controller to ensure a smooth flow of operations. For
packing, our Indonesian dairy farm uses TetraPak processing machines as well as TetraPak
and Evergreen filling machines. Our Indonesian dairy farm received ISO 22000 certification
for systematic procedure from Good Manufacturing Practice and Hazard Analysis and Critical
Control Point (HACCP) in November 2007.
Our Dairy Products
We use our premium raw milk produced in Indonesia to produce the following processed and
packaged premium dairy products:
Greenfields Extended Shelf Life Pasteurized Milk
Our Greenfields extended shelf life milk is ultra pasteurized to eliminate bacteria. To preserve
the freshness, the product is kept refrigerated at between 2 C and 4 C. Our full cream milk
does not contain any preservatives, additives, milk powder, hormones or antibiotics but
contains naturally occurring protein, vitamins and essential minerals such as calcium. The
milk is packed in Tetra or Evergreen packs in sizes of 1,000 ml, 946 ml, 500 ml, 236 ml and
200 ml in aseptic cartons and its shelf life is up to 40 days. We have also introduced a 2-litre
version in the form of plastic bottles with a shelf life of up to 28 days. Greenfields extended
shelf life pasteurized milk is available in five variants: full cream, low fat, skimmed, chocolate
and mochaccino. All Greenfields extended shelf life pasteurized milk is produced from our
own integrated dairy farm and milk processing facility, thereby guaranteeing the integrity of
the supply chain and ensuring full traceability of our Greenfields milk products.
Greenfields Ultra High Temperature Milk
Our ultra high temperature (UHT) milk is processed using UHT sterilization technology to
eliminate bacteria while preserving its freshness. The milk is packed in 1,000 ml TetraPak
aseptic cartons and the product shelf life is up to 9 months. Our Greenfields full cream UHT
milk does not contain any preservatives, additives, milk powder, hormones or antibiotics but
contains naturally occurring protein, vitamins and essential minerals such as calcium.
Greenfields UHT milk is available in four variants: full cream, low fat, skimmed and chocomalt.
The milk used for our UHT milk is generally sourced from external sources.
Greenfields UHT Whipping Cream
Greenfields whipping cream is made from premium fresh milk and produced using modern
methods and equipment so as to preserve its freshness and quality. Greenfields whipping
cream is available in 1,000 ml TetraPak cartons and has a product shelf life of up to six
months.
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Greenfields Mozzarella Cheese

Our Greenfields mozzarella cheese is sold in the following sizes: 1 kilogram block, 200-gram
block, 1 kilogram shredded and bocconcini balls in 33 grams and 125 grams. Our mozzarella
cheese is made from our own Greenfields milk and is used as an essential ingredient of
dishes such as pizza, lasagna and salads.
Greenfields Ricotta Cheese
Greenfields ricotta cheese is made from the whey of Greenfields cheese and is popularly
used in dishes such as cheese cake or lasagna. Greenfields ricotta cheese products are
packed in convenient sizes of 250 grams. Greenfields ricotta cheese is distributed in
conveniently-sized packs of 250 grams.
Quality Control and Environmental Safety
Good quality control is critical for dairy products. We place great emphasis on quality control
and have implemented strict monitoring and quality control systems to manage our operations
and to ensure the safety and high quality of our raw milk. Our control over the quality of our
dairy cows and our efforts to keep a clean living environment for our cows enable us to
produce high-quality raw milk with low microbe count and low SCC.
We perform routine checks on our dairy cows thrice per day to lower the incidence and
prevalence of mastitis. We also use sand, which is known for its ability to control the spread of
mastitis, as bedding material to bed our cow stalls, and clean the barns and other facilities
regularly. In addition, we adopt strict disinfection procedures during milking and carry out the
extraction of raw milk in an automated and sanitary environment to minimize the chance of
contamination with microbes. After the milk is milked from dairy cows, we cool the raw milk
immediately and transport it through pipes directly to our central milk tank, which is
temperature controlled, all of which helps to minimize the risk of external contamination and to
eliminate human contact with our raw milk.
At different stages of this production process, we perform a number of quality inspections and
testing procedures, including sensory testing, physicochemical index evaluation, total
bacterial count testing, veterinary drug residue testing, somatic cell testing and pathogenetic
bacteria testing to ensure that our raw milk complies with applicable Chinese and Indonesian
health and safety regulations for food products.
In China, our customers, who are mainly dairy products manufacturers, are required by law to
carry out melamine contamination tests before their dairy products are sold on the market.
Our customers also carry out melamine contamination tests when our raw milk is delivered to
them. We do not add any additive or chemical substances in our raw milk for any purpose.
Each of our dairy farms is equipped with a laboratory to closely monitor our production
process. Reports on the safety and quality of our raw milk are generated in our laboratory
centres and submitted to the enterprise management department and the quality control
managers. We have not received any material safety or quality-related complaints regarding
our raw milk nor have we been subject to any material product dispute or recall or return of
our product which could have a material adverse effect on our financial condition or results of
operations.
Supply of Raw Materials
The primary raw material for our dairy business is feed for our dairy cows. Our feed consists
of concentrates, such as corn, soybean meal and cotton seed meal, and forages such as corn
silage, grass forage and alfalfa. While the concentrates are commodities that can be readily
purchased in the market, forages are much more difficult to procure as they must be planted
and harvested according to certain specifications in order to preserve their nutritional values.
129
Our procurement department is responsible for acquiring feed, selecting suitable suppliers,
and coordinating with our quality control personnel to ensure that the delivered feed meets
our specifications and requirements. We source feed products from carefully selected feed
suppliers in and outside China and Indonesia to ensure reliable and high-quality feed
supplies. We select suppliers mainly through mutual negotiation, which enables us to procure
high-quality feed at reasonable costs. We compare the quality and prices of feed from several
suppliers, where possible, and consider each suppliers ability and track record to satisfy our
volume and delivery requirements. We provide specifications to our suppliers for feed,
including certain percentages of protein for calf feed, freshness requirement for alfalfa and a
certain percentage of water content for cotton seed meal. We procure almost all the feed from
multiple suppliers at the same time to minimize our dependence on any single supplier.
We have not entered into any long-term contracts with any of our suppliers. We maintain
good relationships with our feed suppliers. Because of our scale and the quantity of the feed
we typically purchase, we are able to obtain favorable prices for many of our concentrate
components. For our forage supplies, we generally enter into short-term purchase
agreements shorter than five months to purchase high-quality imported alfalfa. For corn
silage, we generally enter into short-term purchase agreements of between eight and
12 months with local suppliers, under which the local suppliers grow the corn silage according
to our specifications. We harvest the corn silage using large-scale harvesters to ensure the
quality of the corn silage. We maintain the right to refuse the delivery of concentrates and
forages if the feed fails to meet our standards.
OUR ANIMAL PROTEIN SEGMENT
Introduction
In our animal protein segment, we produce high-quality animal proteins (poultry, swine, beef
and aquaculture) as well as high-quality animal feed, across our target markets. The following
table shows our business activities within our animal protein segment, the geographic
locations where we operate and the percentage of Group revenue and profits after tax
contributed by our animal protein segment for the year ended December 31, 2013:
Business Segment
Business Activities
Animal Protein
Poultry
Swine
Beef
Aquaculture
Animal feed
Breeding
Commercial
farming
Locations
Indonesia
(poultry,
beef and aquaculture)
Vietnam (poultry and
swine)
Myanmar (poultry)
India (poultry)
China (beef)
Percentage of
Revenue
(2013)
Percentage of
Profits
After Tax
(2013)
CAGR of
Revenue
(2011-2013)
87%
67%
15%
Our animal protein operations are vertically integrated and cover the full value chain of animal
protein production, from animal feed to breeding and commercial farming to slaughtering and
processing livestock and supplying the raw materials for our downstream consumer food
segment (see Our Consumer Food Segment). We operate in Indonesia (where we have
vertically integrated poultry and beef operations as well as aquaculture operations), Vietnam
(where we have vertically integrated swine and poultry operations), India (where we have
vertically integrated poultry operations), Myanmar (where we have vertically integrated poultry
operations) and China (where we have beef operations). We acquired our operations in
Vietnam effective September 1, 2012. In Myanmar, we entered into a joint venture agreement
with Best Livestock Limited for the formation of our subsidiary Japfa Comfeed Myanmar Pte.
Ltd. effective from December 3, 2013, which commenced operations from January 1, 2014.
Japfa Comfeed Myanmar Pte. Ltd is 85.0% held by our wholly-owned subsidiary, Japfa
Myanmar JV Pte. Ltd., and 15.0% held by Best Livestock Limited.
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As part of our animal feed operations, we produce specially formulated feed for poultry, swine
and aquaculture which we either sell directly to third parties or use internally for our breeding
operations. At our breeding farms, we breed high-performance DOCs, swine and beef cattle
based on an industrialized approach to ensure the consistency, quality and conversion ratio of
our breeds. In 2013, we sold approximately 7% of our DOCs produced in Indonesia internally
to our own commercial farms for growing out, with the remainder sold to contract farms or
third parties. The majority of broilers produced by our commercial farms are sold live to
poultry traders who distribute the broiler to the wet markets. Our commercial farming
operations involve grow-out feedlotting of our commercial broiler chicken, swine and cattle
which are then typically sold to third parties. A small percentage of our commercial broiler
chicken is also sent to our slaughterhouses and primary processing plants and then sold as
chilled or frozen whole chicken, chicken parts or chicken meat to restaurants and fast food
chains or for use as raw material by our consumer food segment.
Our animal protein segment contributed US$1,762.6 million, US$2,010.3 million, US$2,347.2
million and US$592.9 million, representing approximately 87%, 87%, 87% and 86% of our
Groups total revenue for the years ended December 31, 2011, 2012 and 2013 and the three
month period ended March 31, 2014, respectively.
The vertical integration of our animal protein production chain can be seen in the following
four principal steps:
Feedmill
Commercial
Farming
Primary
Processing
Breeding
Our operations include each of the steps in this value chain for poultry and swine and most of
the steps for our other proteins.
The table below sets forth certain key operational data for our animal protein segment:
As of or for the years ended December 31,
2011
2012
2013
Operations
Poultry and Feed

Indonesia
Poultry feed sold (thousand tons)(1) . . . . . . . . . . . . . . .
Aquafeed sold (thousand tons) . . . . . . . . . . . . . . . . . . . .
Average aquafeed selling price
(IDR/kilogram) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of DOCs sold (millions) . . . . . . . . . . . . . . . . . . .
Broiler sold (thousand tons) . . . . . . . . . . . . . . . . . . . . . . .
Total revenue (US$ millions)(2) . . . . . . . . . . . . . . . . . . . .
Vietnam(3)
Poultry feed sold (thousand tons)(1) . . . . . . . . . . . . . . .
Swine feed sold (thousand tons)(1) . . . . . . . . . . . . . . . .
Myanmar(5)
Feed sold (thousand tons)(1) . . . . . . . . . . . . . . . . . . . . . . .
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For the three

months ended
March 31,
2014
2,185.6
187.9
2,426.8
194.8
2,642.1
204.8
673.4
43.1
5,959
468.9
278.1
1,649.2
6,279
512.9
371.7
1,818.1
7,349
544.5
467.8
1,960.0
8,303
130.2
136.1
469.2
99.1(4)
71.0(4)
12.2(4)
19.7(4)
67.6(4)
295.5
239.8
39.0
50.3
254.2
65.6
62.7
9.0
11.9
57.0
27.1
4.2
0.7
20.0
As of or for the years ended December 31,

2011
2012
2013
Operations
India
Feed sold (thousand tons)(1) . . . . . . . . . . . . . . . . . . . . . . .
Swine Farming
Vietnam(3)
Number of great grandparent stock
(thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of grandparent stock (thousands) . . . . . . .
Number of parent stock (thousands) . . . . . . . . . . . . . .
Number of piglets sold (thousands) . . . . . . . . . . . . . . .
Average selling price for fattening piglet
(US$/kilogram) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beef
Indonesia
Sales
Cattle (heads in thousands) . . . . . . . . . . . . . . . . . . . . .
Beef (tons) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average selling price
Cattle (IDR/kilogram) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beef (IDR/kilogram) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue (US$ millions) . . . . . . . . . . . . . . . . . . . . . .
China(6)
Sales (heads) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average selling price of cattle (US$/kilogram) . . .
For the three

months ended
March 31,
2014
160.1
18.6
15.5
71.1
170.2
15.3
13.9
76.0
171.6
10.3
16.7
79.7
49.2
2.8
4.6
23.0
0.7
5.1
18.9(4)
5.9
0.8
5.7
23.1
72.7
0.8
5.6
26.0
39.4
1.87(4)
3.6(4)
1.95
33.1
2.16
14.3
70.1
1,943
68.9
1,912
47.0
1,240
14.4
189
23,428
44,223
99.1
27,568
55,164
115.4
34,097
72,551
83.2
36,337
78,081
23.6
246
4.38
Notes:
(1)
Includes feed sold externally and internally (for our own breeding and commercial farming businesses).
(2)
Comprises revenue from both internal and external sales.
(3)
We acquired our operations in Vietnam effective from September 1, 2012.
(4)
For the three months ended December 31, 2012.
(5)
In Myanmar, we entered into a joint venture agreement with Best Livestock Limited for the formation of our subsidiary
Japfa Comfeed Myanmar Pte. Ltd. effective from December 3, 2013, which commenced operations from January 1, 2014.
(6)
We constructed a part of our beef feedlot in October 2013 and began housing and feeding Holstein bull calves in
December 2013. Construction of the initial phase of the feedlot is expected to be completed by the end of 2014. See
Our Beef Cattle Operations.
Our Poultry Operations

We have poultry operations in Indonesia, Vietnam, India and Myanmar. We are one of the two
largest producers of poultry in Indonesia. We have over 40 years of experience in poultry
production and have developed a fully integrated and industrialized business model across
the entire value chain of poultry production from the manufacture of poultry feed, to breeding
and commercial farming, to the processing of chicken meat and the marketing of branded
processed foods. This business model provides us with a number of strategic and financial
benefits that have contributed to our market positions across this value chain. In 2013, we
had market shares in Indonesia of 25% by production capacity of DOCs and 22% by volume
of animal feed (excluding aqua feed) (16.4% higher than the next producer).3 See Appendix
FIndependent Market Research on Selected Food Markets in Indonesia, China, India,
Vietnam and Myanmar.
This market share data has been compiled by Frost & Sullivan (S) Pte Ltd, the Industry Consultant. As DOC production
output numbers were not publicly available for the major industry players, the Industry Consultant used production capacity
numbers (which were publicly available for the major industry players) as a proxy to calculate market shares for DOCs.
132
Poultry Feed
As of March 31, 2014, we operated 16 poultry feedmills in nine locations throughout
Indonesia; five poultry feedmills in Vietnam (which also produce swine feed); and five poultry
feedmills in India. We have constructed a feedmill in Myanmar which is now partially
operational and which we expect to be fully operational by August 2014. For the years ended
December 31, 2011, 2012 and 2013 and the three months ended March 31, 2014, the
utilization rates (calculated as actual production output divided by production capacity) of our
poultry feedmills in Indonesia were 76%, 77%, 70% and 71% respectively.
Feed Manufacturing Process
The following chart sets forth the typical manufacturing process for our feed operations:
RAW MATERIALS
MIXING
PRODUCTION
PACKING
WAREHOUSE
Corn,
soya bean meal
and others
Ground raw
material &
vitamins and other
components
Mashing
Bagging
Finished product
storage
Grinding
Dosing
Pelleting
Ground
raw material
Mixing
Pellet
Crumble
Raw materials such as corn and soybean meal are ground before they are weighed and
dosed under an automated system. After dosing, the raw materials are mixed until they
become homogenous in our mixers before being sent to the pellet machines where they are
processed into pellets or crumble feed. Approximately 7% of the feed is bagged in mashed
form after mixing. The finished products are finally packed into plastic woven bags and stored
in warehouses dedicated to storing finished products.
Production of Customized Poultry Feed
Our poultry feed in pellet, crumble or mashed form can be fed directly to poultry. We market
our poultry feed under the Comfeed and Benefeed brands in Indonesia; Comfeed, Profeed
and Bonafeed brands in Vietnam and Comfeed and Benefeed brands in India. We offer a
range of poultry feed targeted at each stage of a birds maturity cycle with size of a pellet or
crumble and with nutritional content adjusted to maximize the development of the bird at each
stage of maturity. We also produce breeder feed and operate three dedicated breeder
feedmills. We are the only company in Indonesia with specialized breeder feedmills. These
feedmills ensure no mixing of different types of feeds, thus enhancing bio-security by
minimizing cross-contamination from broiler feeds.
We believe that our success in feed production is primarily attributable to our feed formulation
expertise. Our qualified nutritionists utilize a range of raw materials to create feed formulas
that are tailored to the particular breeds and climatic conditions in Indonesia, Myanmar, India
and Vietnam. We offer poultry feed that is customized to the needs of different poultry types,
namely feed that caters to the age of the broilers, feed for the breeder DOCs, feed for the
layer DOCs and feed for the layer. We also offer poultry feed which is specifically customized
for the Indian River DOCs, that we source from Aviagen.
133
We believe that our ability to customize our feed offers an important benefit to our customers
as specifically formulated poultry feed has been proven to enhance growth rates, while also
being cost efficient. Our poultry feed products are continually reformulated to take into
account research developments, particularly relating to nutrition and health of the poultry and
with the goal of reducing the consumption of each bird required to grow it to maturity and the
amount of time such maturity process typically requires.
In Indonesia, we have been successful in reducing the feed conversion ratio (i.e. total
amount of feed required per bird kilogram) on average from 1.737 kilograms per bird kilogram
to 1.636 kilograms per bird kilogram in the period from December 31, 2007 to December 31,
2013 and the average maturing period from 35.1 days to 32.7 days in the same period.
Procurement of Raw Materials
Raw materials account for approximately 90.0% of our poultry feed production costs. We
procure raw materials for our feed production segment from international suppliers via
Annona Pte. Ltd. (Annona), our wholly-owned subsidiary. Annona trades in agricultural
products and is the procurement arm for all feedmills across our Group. Annona purchases
raw materials such as corn and soybean meal, feed vitamins, animal protein meal and wheat
products from the US, South America, China, India, Europe, Australia and Canada. Aside
from economies of scale, the benefits of having centralized raw material procurement through
Annona include uniformity and tax incentives (as a result of Annona being part of the Global
Trader Programme). We believe that we are competitively placed to secure a stable supply of
raw materials at competitive prices from both domestic and international suppliers, many of
whom have established relationships with us. Annona also works with the production units
within our Group to ensure that the raw materials reach the feedmills in Indonesia, Vietnam,
India and Myanmar in a timely manner.
Typically 50.0% of our poultry feed mix is made up of corn, which provides a carbohydrate
component, with other principal ingredients including soybean meal, which provides a protein
component. Other components may also include rice bran, wheat bran, meat-bone meal, fish
meal, tapioca and vitamins. Depending on market prices, we may also utilize corn substitutes
including wheat, broken rice, sorghum and tapioca. For the year December 31, 2013 and the
three months ended March 31, 2014, approximately 45% and 41% of the corn we purchased
was sourced primarily from Annona. Our corn dryers are strategically located near corn belts
to ensure better access to fresh local corn supplies and to leverage on seasonal supply
fluctuations. We are able to buy and store corn at our storage facilities when market prices
are low. Corn that has been dried can typically be stored for approximately six months. Our
inventory levels may vary depending on whether it is a harvest season or festive season. We
generally maintain two to three months inventory of our raw materials. These capabilities to
source corn domestically enable us to lower our costs. In 2013, we set up Comfeed Trading
B.V., a company incorporated in the Netherlands to trade and procure commodities and
vitamins.
Our corn and soybean meal are imported primarily from Argentina, Brazil, and India. Although
the precise formula of our poultry feed varies and is determined, at least in part, by the
availability and prevailing market prices of raw materials and corn in particular, we seek to
produce poultry feed of consistent quality.
Quality Control
We conduct checks on all incoming raw materials so that only raw materials that meet the
quality standards determined by our quality control department are unloaded into our
warehouses. We operate an advanced feed technology system which includes a stringent
quality assurance program, in addition to which we conduct regular bench-marking activities,
including laboratory tests. 15 of our 16 feedmills in Indonesia have ISO 9001:2000
certification with the remaining one feedmill expected to receive such certification in 2015.
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Our feedmills in Vietnam have also obtained ISO 9001:2008 certification, while the Supa
feedmill in India has obtained ISO 9001:2008 certification.
Customers
In Indonesia we sell approximately 60% of our poultry feed production directly to domestic
farmers and independent distributors located throughout Indonesia, using an in-house sales
team, with the remaining 40% utilized in our DOC breeding and commercial farming business.
Our top five poultry feed external customers accounted for 10.9%, 12.5%, 11.7% and 13.2%
of our net sales in poultry feed for the years ended December 31, 2011, 2012 and 2013 and
the three months ended March 31, 2014, respectively with no single customer exceeding 5%
of total net sales of our Indonesian poultry operations.
In addition, our feed production operations include certain supporting businesses. Our factory
in Wonoayu, East Java, for example, sold approximately 6.7 million kilograms of feed bags in
2012 and 6.2 million kilograms of feed bags in 2013, which we used to pack our poultry and
aqua-feed products. On a smaller scale, we also have operations in trading excess corn and
selling copra pellets and edible oils.
Breeding
We operate 57 DOC breeding farms and 24 hatcheries in Indonesia; 12 DOC breeding farms
and four hatcheries in Vietnam; one DOC breeding farm and one hatchery in Myanmar; and
two DOC breeding farms and three hatcheries in India. These facilities are enclosed and
climate controlled and are typically located in isolated areas which offer improved levels of
biosecurity.
The table below sets forth production and utilization data for our farms and hatcheries in the
countries in which we have breeding operations:
Country
Indonesia
Production capacity (million DOCs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utilization rate (percentage) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vietnam
India
Myanmar
For the years ended

December 31,
2011
2012
2013
For the three

months ended
March 31,
2014
489 546 630

93% 91% 82%
190.8
71%
55.6
82%
14.2
67%
24.3 19.6 13.6

79% 80% 76%
3.4
85%
1.6
100%
In Indonesia, most of our broiler grandparent stock DOCs are sourced from Aviagen, which
supplies our Indian River broiler DOCs that are sent to our grandparent stock breeding farms.
Long-term cooperation with Aviagen has resulted in the refinement of this breed to suit
Indonesias tropical climate, leading to improved production performance. This is also linked
to the development of optimal-performance feed formulations which are produced in our
feedmills. Our contracts with Aviagen and its subsidiaries provide us with the rights to sell and
distribute Indian River DOC in Indonesia and other jurisdictions approved by Aviagen and
provide for the purchase of grandparent stock DOC at preset contract prices, which we
believe acts as a significant barrier to entry for potential new competitors and provides us with
a key advantage over our competitors. In June 2014, we entered into a joint venture with
Aviagen International in relation to the production of Indian River parent stock for our breeding
operations in India. We expect this joint venture to provide our operations in India with greater
135
control and reliability on the quality of India River parent stock DOCs. We also import
grandparent stock for our layer hens from Lohmann Tierzucht.
The Indonesian grandparent stock remain at our grandparent stock breeding farms for a
period of approximately 24 weeks (known as the growing period), after which the
grandparent stock reach reproductive maturity (from weeks 25 to 67). During this period,
fertilization occurs and hatching eggs are produced, which are then sent to our grandparent
stock central hatchery. Fertilized hatching eggs are placed in a holding room for a maximum
period of seven days, after which they are placed in an industrial incubator for 21 days (18
days in a setter and three days in a hatcher) to produce our parent stock. The parent stock
undergoes the same process at our parent stock breeding farms to produce final stock DOC.
The following chart sets forth the steps in our breeding process:
GRAND-PARENT
PARENT
PARENT
STOCK
BREEDING
GRAND-PARENT
STOCK
BREEDING
GRAND-PARENT
HATCHERY
Grand-parent DOC
Parent Stock
Hatching Egg
Parent Stock DOC
Feed and other
Growing Period
(0 24 weeks)
Holding Room
(Maximum 7 days)
PARENT
HATCHERY
COMMERCIAL
FARM
Final Stock
Hatching Egg
Final Stock DOC
Feed and other
Growing Period
(0 24 weeks)
Holding Room
(Maximum 7 days)
Feed and other
Growing Period
(32 days)
Productive Period
(25 66 weeks)
Incubator
(21 days)
Productive Period
(25 66 weeks)
Incubator
(21 days)
Parent Stock
Hatching Egg
Parent Stock DOC
Final Stock
Hatching Egg
Final Stock DOC
Live Chicken to
Wet Market
To increase operational efficiency within our breeding business, we have implemented a

bio-security system that focuses on sanitation and disinfection (including full immersion
sanitation), ensuring optimal flock health. As a result, we believe our farms enjoy higher
productivity of grandparent and parent stock, lower mortality rates, reduced losses from
mishandling and greater consistency in DOC size and weight. We have also introduced a
performance benchmarking program that is targeted at improving our breeding operations by
comparing the quality of our DOCs to DOCs produced by local farms and DOCs produced by
farms in other countries. In 2008, we acquired PT Vaksindo Satwa Nusantara, one of only
three Indonesian companies with research capabilities on the H5N1 (avian flu) virus. This
acquisition has enabled our breeding operations to develop vaccines internally which are also
used by our operations in other jurisdictions. We believe that we are the only integrated
poultry company in Indonesia able to produce autogenous vaccines to protect our animals.
In Indonesia, we sold a total of approximately 468.9 million, 512.9 million, 544.5 million and
130.2 million DOCs in the years ended December 31, 2011, 2012 and 2013 and the three
months ended March 31, 2014, respectively. In 2013, we sold approximately 7% of our DOCs
produced in Indonesia internally to our own commercial farms for growing out, 51% to
contract farms and 42% to third parties.
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Commercial Farming
We carry out commercial broiler farming operations through (i) farms that we either own or
operate on lease (Company Farms) or (ii) farms that are owned or rented by external
commercial farmers, with whom we have contract farming arrangements (Contract Farms).
In Indonesia, approximately 88% of our commercial farming operations in 2013 were through
contract farmers, who grow-out broiler DOCs to sizes that can be sold in the market, in
accordance with standard operating procedures established by us. The remaining 12% of our
commercial farming operations were through our Company Farms. As of March 31, 2014, we
owned 100 Company Farms and had in excess of 9,200 Contract Farms in locations
throughout Indonesia; 510 Contract Farms in India; and 271 farms in Vietnam (of which 33
were Company Farms and 238 were Contract Farms).
We operate Company Farms ourselves and the licenses and permits relating to the
operations and assets of the farms are held by us. On the other hand, Contract Farms are
operated by external commercial farmers with whom we have contract farming arrangements.
Licenses and permits relating to the operations and assets of the farm are held by the
contract farmer. Under our contract farming arrangements, we provide feed, DOCs,
medicines and vaccinations and technical support to the contract farmers. At harvest time, we
control sales of mature chickens produced at the Contract Farms. The mature chickens
produced at Contract Farms are mainly sold as live chickens, with a proportion used in our
poultry processing business segment. To ensure efficiency and performance, we require
contract farmers to implement our farm management techniques, including requirements as to
feed and vaccinations. Our contract farmers are primarily independent local commercial
farmers. The rationales for this farming model are that it gives us increased flexibility in
adjusting to fluctuations in regional demand, provides access to markets which are not
covered by our own commercial farms and minimizes our capital expenditure requirements
relating to our commercial farming operations. In addition, through profit-sharing
arrangements, our contract farmers are incentivized to improve productivity in the farming of
chickens. At the end of each growing period, the contract farmers receive their share of profits
calculated by reference to certain agreed-upon key performance indicators. Our contract
farming arrangements are typically for each grow-out cycle, so effectively after each harvest,
the contract farmer is free to switch to another producer of DOCs and feed.
The broilers produced by our Company Farms are mainly used in our poultry processing
business segment and for sale as live birds. Commercial farming in our Company Farms
provides us with the ability to control the quality and size of the broiler produced for our
poultry processing plants.
Primary Processing
We have slaughtering and primary processing operations in Indonesia. In Indonesia
approximately 80% of poultry is sold as live birds or as fresh meat at traditional wet markets,
some of which also act as slaughter yards. As of December 31, 2013, we operated six
slaughtering and primary processing plants in Bogor, Bali, Makassar, Salatiga, Purwakarta
and Sidoarjo, with a combined annual production capacity of 75.2 million kilograms as of
December 31, 2013. Our finished products include chilled or frozen whole chicken, chicken
parts and chicken meat. For the years ended December 31, 2011, 2012 and 2013 and the
three months ended March 31, 2014, the utilization rates of our poultry processing facilities
were approximately 91%, 88%, 34% and 37%, respectively. The utilization rate of our poultry
processing facilities decreased in the years ended December 31, 2012 and 2013 due to the
commencement of operations at our processing plants in Purwakarta and Sidoarjo, Indonesia.
Through our modern processing plants, we are able to meet stringent customer demand for
traceability, consistency, freshness and hygiene. Our products have been certified as having
met the highest quality standards within the industry, and we have HACCP and halal
certifications.
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We have also implemented comprehensive occupational health protection and hygiene

measures at our processing plants, including protective clothing and comprehensive
cleansing and disinfection procedures for all processing staff as well as temperaturecontrolled environments.
Our Swine Operations
Swine Feed
We have operations in swine feed production in Vietnam, which we acquired effective from
September 1, 2012. We have three feedmills in North Vietnam and two feedmills in South
Vietnam (all five of which also produce poultry feed). All three of our feedmills in North
Vietnam have ISO 22000:2005 certification and two of them also have ISO 9001:2008
certification. For the year ended December 31, 2013, our total production capacity was
approximately 245,000 tons of swine feed per year.
As with our poultry feed, our feedmills produce swine feed that is usually in pellet or crumble
form and can be fed directly to swine. We broadly follow the same manufacturing processes
for swine feed production as for poultry feed. The raw materials used in the production of
swine feed are also largely the same, with the exception that a higher proportion of cassava is
used in the swine feed mix, compared to poultry feed mix.
We have over five formulations of swine feed marketed under the following brands: Comfeed,
Profeed, Bonafeed, Corefeed and BigBang. We produce specially formulated feed for the
following categories of swine: 5 days old to up to 20 kilograms in weight (piglets);
20 kilograms to 40 kilograms in weight; 40 kilograms to 60 kilograms in weight; 60 kilograms
to 100 kilograms in weight; lactating; gestating; and boar. We also have two brands for piglets
as creep feed and starter feed: MilacA and MilacB.
At our facilities, we have specific equipment for piglet feed production, which can fine-grind
the feed to make the size of the pellet small enough to feed piglets. We believe that our ability
to customize our feed offers a benefit to our customers as we are able to produce feed which
is specially suited to the maturity cycle or type of swine.
We follow stringent quality control measures for our raw materials and test our raw materials
for quality compliance on delivery. In particular, for piglet and breeder feed, we follow higher
quality standards for raw materials, as the raw materials for piglet and breeder feed have to
be of a higher quality than other swine feed.
We continually undertake research and development for swine feed and feeding programs at
our farms to improve our feed formulations. We also seek to interact with our customers to
inform them of new developments in our research and development and demonstrate the
benefits of our feed formulations.
We primarily sell our swine feed through distributors who collect the feed at our feedmill. Our
feed is further sold by these distributors to sub-distributors or directly to farmers. In South
Vietnam, we also sell our feed directly to some large farmers.
Swine Breeding
We have operations in swine breeding and distribution in Vietnam. In April 2012, we entered
into a joint venture with Hypor, one of the worlds leading suppliers of swine genetics. As a
result of the joint venture, we are able to produce a high-performance breed of pigs with high
productivity of grandparent and parent stock.
We operate one great grandparent farm (as part of our joint venture with Hypor), four
grandparent farms, 24 parent farms, six nursery farms and 12 fattening farms and several
contract growing farms for fattening. Grandparent stock produced at our great grandparent
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farm is sent to our grandparent farms. Subsequently, parent stock produced at our
grandparent farms is sent either to our nursery farms, where piglets of 20 kilograms weight
are produced, or to our fattening farms, where they are fattened to 100 kilograms. Our piglets
are typically sold to distributors who further sell onwards to farmers. A small proportion of our
piglets are also sold directly to large farmers. The 100 kilograms swine produced at our
fattening farms are sold directly to slaughterhouses.
We are able to offer a combination of high quality piglets along with our specially formulated
swine feed to farmers.
Our Beef Cattle Operations
We have beef operations in Indonesia and China. Our beef operations in Indonesia are
integrated from breeding, fattening and processing. We have one of the largest beef cattle
feedlot operations in Indonesia and are the largest importer of live beef cattle into Indonesia
by import permits. As of March 31, 2014, we had four beef cattle feedlots, one beef breedlot
and one slaughterhouse located in Indonesia. For the years ended December 31, 2011, 2012
and 2013, the production capacity of our beef cattle feedlots was 165,000 head of cattle per
year. The utilization rate of our beef cattle feedlots for the years ended December 31, 2011,
2012 and 2013 and the three months ended March 31, 2014 was 61%, 54%, 35% and 38%,
respectively. We sell the majority of our beef cattle to our customers who then slaughter and
deliver beef to our wet markets. Our beef cattle business segment focuses on fattening our
beef cattle from approximately 300 kilograms to approximately 500 kilograms.
In October 2013, we expanded our cattle breeding operations into Australia by completing the
acquisition of a cattle breeding station (Riveren Station and Inverway Station), in Northern
Territory, Australia, from which we import cattle into Indonesia. Both stations are located in
the Victorian River Downs area in Northern Territory of Australia and have a combined area of
555,000 hectares with a carrying capacity of 45,000 heads of cattle, which are predominantly
of the Brahman cross breed. The Australian cattle stations have a production capacity of
approximately 12,000 heads of cattle per year, which are sent to our feedlets in Indonesia for
fattening.
In addition to our operations in Indonesia, we are developing a 30,000 head feedlot in the
Hekou district in the Shandong province of China. The total area of the feedlot is 200 hectares
with an additional 500 hectares for cultivation. We completed construction of a part of the
feedlot in October 2013 and began housing and feeding Holstein bull calves in December
2013. Construction of the initial phase of the feedlot is under progress and is expected to be
completed by the end of 2014. The bull calves born at our dairy farms in China will be raised
in our feedlot and will provide a source of cattle for our beef business, thereby providing
integration across our dairy and animal protein beef segments.
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The following chart sets forth the production process of our beef cattle:
Breeding
Fattening
Breeder cattle
Feeder
cattle
(local)
Joining natural/artificial
insemination (3 months)
Wet market
Feeder
Cattle
(imported
to
Indonesia)
from
Australia)
Slaughter
Traders
Butchers
Pregnancy (9 months)
Fattening (3-4 months)

Own abattoir/
modern market
Calving
Cattle for slaughter
Slaughter
Growing (12 months)
Boning
Feeder Cattle
Packaging
Ageing
Warehouse
Our breeder cattle undergo natural or artificial insemination at our breeding farms after which
they are pregnant for approximately nine months. The calves then grow for a period of
approximately 12 months before they are sent to our feedlots as feeder cattle. After a period
of approximately three months during which the feeder cattle undergo the fattening process at
the feedlots, the cattle will be sent to the wet markets for sale to distributors, or to our abattoir
for processing into beef products for consumption. Breeding is a relatively small component of
our beef cattle operations and the majority of our beef cattle operations relates to the fattening
stage.
Our Aquaculture Operations
Aquaculture Feed
Our aquaculture operations are managed by our subsidiary, PT Suri Tani Pemuka, which is a
leading producer of aqua-feed in Indonesia with minor interests in fish and shrimp ponds.
For the year ended December 31, 2013 and the three months ended March 31, 2014,
approximately 88% and 81% of our net sales from our aquaculture business were derived
from our aqua-feed business respectively. Our aqua-feed has many of the same basic
components as our poultry feed, although there are differences in the production process. We
believe we offer customers a complete solution to the growth requirements of aqua-life. All of
our floating feed is specific-pathogenic free which makes it less susceptible to bacterial
contamination. We offer two premium aqua-feed brands, Comfeed and Benefeed. Most of the
aquafeed that we currently produce is sold directly to local farmers and independent
distributors located throughout Indonesia. We will increase our aqua-feed production by
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relocating operations of our feedmills at Cirebon to Purwakarta by the end of 2014 and by
commencing operations at one additional feedmill by the end of 2015, and increase our
geographical market coverage to meet the growing demand for our feed products. As of
March 31, 2014, we had five aqua-feed mills located in Gresik, Banyuwangi, Cirebon,
Lampung, and Medan. For the years ended December 31, 2011, 2012 and 2013 and the
three months ended March 31, 2014, the production capacity of our aqua-feed mills was
approximately 280,000 tons, 280,000 tons, 318,000 tons and 79,500 tons, and the utilization
rate of our aqua-feed mills was 69%, 73%, 67% and 58%, respectively. For the year ended
December 31, 2013 and the three months ended March 31, 2014, approximately 91% and
88% of our total production was fish feed and the other 9% and 12% was shrimp feed,
respectively.
Supporting Facilities for Aqua-Feed
To support our sales in the aqua-feed business, we operate fish and shrimp hatchery ponds
to breed commercial grade fingerlings or seedlings for aqua-feed customers who have
insufficient means or know-how to acquire suitable starter-species for commercial farming
under specific localized environmental conditions. We believe such value-added auxiliary
facilities are important to our success in aqua-feed distribution. In addition, we operate an eel
farming operation, breeding Anguilla Bicolor and Anguilla Marmorata eels to maturity before
processing them for sale as ready-to-consume products. We operate our eel operation in
accordance with typical Japanese methods in order to produce a Kabayaki style finished
product. As of March 31, 2014, we operated three ponds located at Banyuwangi and Karang
Tekok in order to produce approximately 160 tons of live eels per year for domestic and
export markets.
Bio-security Measures
We believe that we have one of the most stringent bio-security systems in the animal protein
industry.
We believe that in animal protein production, prevention is the most viable and economically
feasible approach to the control of infectious disease agents. Accordingly, our bio-security
procedures are implemented with the objective of preventing the introduction and reducing
the number and spread of infectious disease agents in the animal protein production chain.
Our bio-security measures are premised on the three components below:
isolation (i.e. the process of keeping our livestock confined and protected in specialized
areas);
sanitation and disinfection; and

traffic control (i.e. the control of traffic in and out of our premises).
In addition, we undertake modern farming practices, vaccination and medication, ongoing

monitoring, auditing and education of our staff, suppliers and customers.
In furtherance of our policy of isolation, our DOC breeding farms, in particular, are located in
separate, isolated locations, in order to minimize the risk of the spread of infection. In
Indonesia, we have built 57 breeding farms and 24 hatcheries at different locations that are
isolated from one another so that any livestock disease affecting one location does not impact
the livestock at other locations. Further, we have stringent sanitation and disinfection
procedures at our farms. We also follow strict traffic control procedures to prevent infections
at our farms. For instance, we are the only Indonesian company to have specialized breeder
feedmills so that only vehicles that transport breeder feed are allowed to enter our breeder
feedmill, thereby minimizing the risk of contamination.
We did not suffer any significant livestock losses during the outbreak of Avian Influenza in late
2003, early 2004 and late 2005 and we believe that this was, at least in part, due to our
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bio-security measures and stringent quality control policies. In addition, we are not aware of
any cases of infections having occurred at any of the facilities operated by our contract
farmers. None of our processing or production facilities have been quarantined.
In 2008, we acquired PT Vaksindo Satwa Nusantara, one of only three Indonesian companies
with research capabilities on the H5N1 (avian flu) virus. This acquisition has enabled our
breeding operations to develop vaccines internally which are also used by our operations in
other jurisdictions. We believe that we are the only integrated poultry company in Indonesia
able to produce autogenous vaccines able to protect our animals.
Although we have not experienced any material adverse financial impact as a result of the
outbreaks of Avian Influenza, it nevertheless poses a significant risk for us in the future and
there can be no assurance that we will not be severely affected by an outbreak in the future.
Disease prevention through vaccination is one of the aspects of bio-security measures which
we observe religiously. Our veterinary diagnostic laboratories and PT Vaksindo Satwa
Nusantara are set up to carry out diagnostics and vaccine development. PT Vaksindo Satwa
Nusantara engages with scientists at Erasmus MC, University of Rotterdam, NL; Institute of
Zoology, University of Cambridge, UK; University of Maryland, USA; and Agricultural
Research Service (ARS), Athens, GA, USA to conduct research and development on
vaccination and the prevention of poultry diseases. We aim to leverage on such technical
capacity to formulate cost-effective solutions to control the outbreak of diseases.
Our bio-security measures and stringent quality control policies provide us with a degree of
protection against infection. However, there can be no assurance that the policies and
procedures that we have implemented to date, and which we keep under regular review, will
provide us with adequate protection in the future. See Risk FactorsRisks Relating to our
Business and OperationsOutbreaks of livestock diseases could have a material adverse
effect on our business, financial condition and results of operations.
We conduct ongoing staff training in bio-security measures, which is important to ensure safe
and hygienic operation of our business.
For our beef operations, every cattle that enters the production system is tagged via an
individual identification system which allows us to track the movement of each cattle
throughout the production process. Beef cuts are randomly tested for bacteria count and
residue to ensure levels are better than safety levels. All beef facilities comply with local
environmental regulations and discharged water is monitored regularly to ensure compliance.
Indonesia is among several countries that are free from foot and mouth disease and mad-cow
disease. To ensure Indonesia maintains its disease-free status, importation of livestock,
especially cattle, and beef are restricted to countries that have the same animal health
statuses. Our beef operations import feeder cattle only from Australia.
We have not had, in the last three years up to the Latest Practicable Date, any material
quality or safety issues in our animal protein segment which have had a material impact on
our business or results of operations.
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OUR CONSUMER FOOD SEGMENT

Introduction
We leverage the quality raw materials produced by our animal protein segment to produce
premium and mass market products under our consumer food segment. The following table
shows our business activities within our consumer food segment, the geographic locations
where we operate and the percentage of Group revenue and profits after tax contributed by
our consumer food segment for the year ended December 31, 2013.
Consumer Food (Protein-Based)
Business Segments
Chicken
Beef
Seafood
UHT Milk
Business Activities
Ambient Temperature
Chilled/Frozen
Locations
Indonesia
Vietnam
Percentage of
Revenue (2013)
Percentage of
Profits After
Tax (2013)
8%
1%
We focus on chicken, beef and seafood ambient temperature meat products and chilled/
frozen meat products for the high-growth markets of Indonesia and Vietnam. In Indonesia, we
manufacture value-added chilled/frozen meat products such as breaded chicken meat,
chicken on bone, chicken and beef meatballs and seafood-based products, as well as
ambient temperature meat products such as chicken and beef sausages. We also
manufacture and market small-pack UHT liquid milk under the Real Good brand in Indonesia.
Our distribution network in Indonesia covers five regional sales branches and 32 sales
depots. Our main customers are hypermarket chains, supermarket chains, minimarket chains,
wholesalers, semi-wholesalers and retail shops. We also serve some institutional customers
(hotels, restaurants and caterers). In Vietnam we produce and market packaged ambient
temperature shelf-stable sausages.
Our So Good (for chicken nuggets, beef/chicken/fish/shrimp balls) and So Good Sozzis (shelf
stable sausages) and So Nice (shelf stable sausages) brands are leading brands in Indonesia
in the branded processed meat category according to the Industry Consultant. So Good brand
won the Top Brand award from 2008 to 2013 and So Nice won the Top Brand award from
2010 to 2013 awarded by Marketing magazine and Frontier research in Indonesia.
In Vietnam we manufacture and market branded shelf-stable sausages under the So Yumm
brand. Our meat processing and packaging facility is located at Binh Duong village just
outside Ho Chi Minh city. We have also established a sales office in Ho Chi Minh city to serve
as our marketing and distribution centre for Vietnam. As our consumer food operations in
Vietnam are still relatively new, we plan to focus on expanding on such operations.
We have commenced trial sales of our consumer food in Myanmar by exporting two test
shipments from our Vietnam consumer food operations. In addition, we plan to expand into
distribution of consumer foods in Myanmar which may be through arrangements with local
distributors.
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The table below sets forth the key operational data for our branded value-added meat
products (which comprise ambient temperature and chilled/frozen meat products) in our
consumer foods segment:
For the years ended December 31,
2011
2012
2013
Consumer Food (Branded Value-Added Meat Products)
For the three

months ended
March 31,
2014
Ambient Temperature Meat

Total Sales (thousand kilograms) . . . . . . . . . . . . . . . . . . . . . . . . 36,871.1 36,892.5 44,268.1
Average Selling Price (US$/kilogram) . . . . . . . . . . . . . . . . . . .
4.42
3.72
3.30
Total Revenue (US$ millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
163.1
137.1
145.9
Chilled/Frozen Meat
Total Sales (thousand kilograms) . . . . . . . . . . . . . . . . . . . . . . . . 5,017.3
5,187.0
8,550.0
Average Selling Price (US$/kilogram) . . . . . . . . . . . . . . . . . . .
6.26
5.74
4.99
Total Revenue (US$ millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.4
29.8
42.7
10,631.2
2.87
30.5
1,985.1
4.48
8.9
For the year ended December 31, 2013 and the three-month period ended March 31, 2014,
ambient temperature meat products contributed 60.4% and 62.4% and chilled/frozen meat
products contributed 17.7% and 18.2% respectively out of our total revenue from our
consumer food segment (before the elimination of intercompany sales for consolidation at the
Group level) of US$241.6 million and US$48.9 million.
In addition to our value added meat products (which comprise ambient temperature and
chilled/frozen meat products), our consumer food segment also produces and sells UHT milk;
distributes beef in Indonesia produced by our animal protein segment; and sells other snacks,
syrup and mayonnaise.
Our Products
The table below sets forth details of our products:
Brand
Industry category
So Good and So Good Sozzis . . . . Branded Chilled/Frozen and

Ambient Temperature
So Nice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Branded Chilled/Frozen and
Ambient Temperature
So Fresh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chilled
Products
Chicken nuggets, beef/chicken/

fish/shrimp balls, shelf stable
sausages
Chicken nuggets, beef/chicken/
fish/shrimp balls, shelf stable
sausage
Dressed and cut-up chicken,
fresh beef/meat balls
Our Manufacturing Facilities

In Indonesia, we have four meat processing plants (with a capacity of 6,462 tons per month),
six poultry slaughterhouses (with a capacity of 47.6 million birds per year) and an UHT milk
processing plant (with a capacity of 3,500 tons per month). We have fully integrated in-house
product development and production from slaughtering to product packaging for all poultry
and meat items. All of our Indonesian processing plants are Halal compliant and one of our
plants (located in Cikupa) has been certified ISO 22000. 85% of the chicken ingredients used
by PT So Good Food are sourced from our subsidiary farms, thereby ensuring traceability,
quality and consistency of key ingredients.
In Vietnam we have a meat processing plant producing ambient temperature sausage
products, with a capacity of 6,652 tons per year.
Our Manufacturing Processes
The manufacturing process for our ambient temperature products as well as our chilled and
frozen products starts from the slaughter houses where we slaughter and produce dressed
chickens. The dressed chickens are processed and parted into boneless chicken meat, bonein chicken parts or minced chicken meat through dual mechanical port machines, forming the
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ingredients for the next production process to make value-added chilled/frozen and ambient
temperature meat products.
We have five production processes for our productsthe frozen and chilled sausage line,
ambient temperature sausage line, nugget line, whole muscle line and meatball line.
For frozen and chilled sausages, the raw materials are first tempered before being separated
into batches. The tempered raw materials are chopped before undergoing a process called
vacuum stuffing. The sausages are smoked before being sent for primary packing. After being
frozen, the sausages are sent for secondary packing.
For ambient temperature sausages, the raw materials are first tempered before being
separated into batches. Following grinding and blending, the materials are emulsified before
they are processed for filling and cooking. The product is finally washed and dried before
being packaged as the final product.
For nuggets, the raw materials are first tempered before being separated into batches. The
materials undergo a process called forming to shape the nuggets before being coated. The
nuggets are subsequently cooked and frozen before they are packaged as the final product.
For whole muscles, the raw materials are first tempered before being separated into batches.
The materials are fed into a tumbling machine to be massaged into the requisite form before
they are coated and cooked. The whole muscle is frozen before they are packaged as the
final product.
For meatballs, the raw materials are first tempered before being separated into batches. The
tempered raw materials are chopped before undergoing a process called forming to shape
the meatballs. The meatballs are subsequently cooked and frozen before they are packaged
as the final product.
The manufacturing process for our UHT liquid milk products comprises three stages: receipt
of raw milk, cream separation and pasteurizing and UHT flavored milk production. Under the
first stage, raw milk is degassed and chilled in preparation of the next stage. The milk is then
separated into cream and skimmed milk. Cream is pasteurized and chilled before being sent
to cream storage. Skimmed milk is pasteurized, chilled and stored for the next stage involving
UHT liquid milk production. The pasteurized skimmed milk is transferred to a mixing tank
where ingredients and flavorings are mixed. The milk is then homogenized before it
undergoes ultra high temperature processing. The sterilized milk is transferred to an aseptic
tank before it is filled into TetraPaks and packed in corrugated cartons for incubation.
Quality Standards
We utilize a system called food safety management system, also known as FSMS. FSMS
ensures product consistency and safety through formulated product standard, food safety,
hazard analysis and critical control point policies. This system is applied to all of our factories
in Indonesia and Vietnam.
In Indonesia FSMS is certified ISO 22000:2005 by Bureau Veritas Quality International. All of
our consumer food products comply with Indonesia National Standard, Indonesia Food and
Drug Safety Body and Indonesian Halal Certification Body.
We have not had, in the last three years up to the Latest Practicable Date, any material
quality or safety issues in our consumer food segment which have had a material impact on
our business or results of operations.
MAJOR CUSTOMERS
None of our customers accounted for 5% or more of our total revenue for any of the past
three financial years and the first quarter of 2014.
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As at the Latest Practicable Date, our business and profitability are not materially dependent
on any industrial, commercial or financial contract (including a contract with a customer).
As at the Latest Practicable Date, save for their interests in quoted or listed securities which
do not exceed 5% of the total amount of issued securities in that class, none of our Directors,
Substantial Shareholders or their Associates has any interest, direct or indirect, in any of our
major customers.
Due to the nature of our business, we do not maintain an order book.
MAJOR SUPPLIERS
We identify a major supplier as one who accounted for 5% or more of our Groups total
purchases in any of the past three financial years and the first quarter of 2014.
The following table sets forth our supplier which accounted for 5% or more of our total
purchases for any of the past three financial years and the first quarter of 2014:
Major Supplier(1)
Types of Purchases /
Services
Marubeni Grain & Oilseeds Trading Asia

Pte Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Soybean meal and corn
PT Multi Agro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Soybean meal and corn
Bunge Agribusiness Singapore Pte Ltd . . . . . . . . . . Soybean meal and corn
As a percentage of our Groups

total purchases
As at
As at December 31,
March 31,
2011 2012 2013
2014
5.4
6.7
30.8
9.9
4.0
2.1
10.9
5.2
4.9
10.2
1.8
1.2
Note:
(1)
Our Group had shifted towards bulk-purchasing supplies of corn and soybean meal from larger suppliers such as Marubeni
in the year ended December 31, 2012.
Save as disclosed above, as at the Latest Practicable Date, our business and profitability are
not materially dependent on any industrial, commercial or financial contract (including a
contract with a supplier).
As at the Latest Practicable Date, save for their interests in quoted or listed securities which
do not exceed 5% of the total amount of issued securities in that class, none of our Directors,
Substantial Shareholders or their Associates has any interest, direct or indirect, in any of our
major suppliers set out above.
SALES, MARKETING AND DISTRIBUTION
Dairy
In China, our dairy farms have entered into premium raw milk off-take contracts with the major
Chinese processing firms such as Yili, Mengniu, Bright Dairy and Nestle. Accounts
receivables are billed and collected twice a month from each customer. We intend to continue
having a diversified customer base by keeping the tenure of each off-take agreement to one
year or less.
To augment our established position in raw milk production and farming in China, we have
expanded into the downstream production of premium, branded dairy consumer products,
where we believe the demand for premium, branded dairy products remains strong. We
established our sales and distribution presence in Shanghai in December 2013 when we
incorporated Shanghai AustAsia Food Company Ltd. We are currently developing our first
consumer products for the Chinese market and we expect commercial operation to start by
middle 2014. We aim to target existing customers, such as major international coffee chains.
The go-to-market strategy will be similar to the way AIH entered the Hong Kong market by
initially targeting existing business-to-business customers such as major international coffee
146
chains. Discussions with these chains in China have been ongoing and we expect shipments
to commence at the end of 2014. We also expect to undertake further product developments
and channel and market expansions in China.
In Indonesia, the majority of our dairy products are exported to Singapore, Hong Kong,
Malaysia, Philippines and Brunei. Some of our dairy products produced in Indonesia are sold
to major retail chains and supermarkets in Southeast Asia and Hong Kong and coffee chains
such as Starbucks, Coffee Bean and Pacific Coffee in Southeast Asia and Hong Kong.
We distribute our finished products under our Greenfields brand through a network of our own
sales and distribution companies in Indonesia, Singapore, Hong Kong and Malaysia and
through distributors in markets such as the Philippines and Brunei. Our sales and marketing
strategy in respect of Greenfields is three-prongedgeography, products and channels. First,
in terms of geography, our key market is and remains Indonesia as it is Greenfields home
market and the country with the largest population in Southeast Asia and the largest potential
for growth in dairy consumption. We hold a commanding position in fresh milk in Indonesia. In
addition, we have targeted developed markets such as Hong Kong and Singapore where we
have established meaningful positions and thereby demonstrated our capability to compete
internationally. Recently we launched our fresh products into both Malaysia and the
Philippines, both of which are sizeable markets which lack good supply of local dairy
products. The customers in such markets are in the modern trade comprising supermarkets
and coffee chains. Second, in terms of products, we position ourselves as a premier supplier
of fresh dairy offerings which hold a premium over our competitors in terms of pricing and
position. We advertise our Greenfields milk as honest milk with a high assurance of its
quality given that all the raw milk is sourced from our own dairy farm where we control the
entire value chain. Third, in terms of channels, we sell our Greenfields milk in three main
channels comprising (i) modern retail (hypermarkets, supermarket and convenience stores),
(ii) coffee chains as well as (iii) hotels, restaurants and cafes.
The key function of our own distribution companies is to liaise directly with our key retail and
coffee chain customers and to conduct marketing and promotion activities appropriate for
each country. In addition, we develop marketing and public relations strategies with regional
consultants and oversee all new product developments.
Animal Protein Segment
We market our poultry feed under the Comfeed and Benefeed brands in Indonesia, Myanmar
and India; and Comfeed, Profeed and Bonafeed brands in Vietnam. The development of
these brands into reputable and recognized brands, with the requisite degree of brand
equity, has taken many years to achieve, through consistent product quality and high service
standards. We believe our brands are well known throughout the industry and to our
customers and offer an excellent value proposition to customers who are looking for quality,
consistency and reliability.
In Indonesia, we mainly undertake direct marketing by approaching poultry shops, dealers
and agents as well as end users. Our external sales of poultry feed in Indonesia accounted
for approximately 60% and 57% of our total poultry feed sales volume for the year ended
December 31, 2013 and the three months ended March 31, 2014 respectively. In India, our
poultry feed is sold through dealers and distributors and to farmers. Approximately 79% of the
total sales of poultry feed in India are made to external customers, while the remaining 21% is
consumed by our parent stock farms and commercial farms. Any excess DOCs not consumed
by our farms or commercial farms are sold directly to the traders and farmers. Broiler
chickens are sold in the market to traders in India.
We market our beef under Tokusen Wagyu Beef and Santori Beef (non-wagyu). We believe
that both our beef brands are known within the trade for their superior quality amongst
modern retailers such as supermarkets and restaurants.
147
We currently have an operational presence in 15 key regional hubs across the Indonesian
archipelago, thereby reducing logistics costs and decreasing time to market, allowing us
better access to local raw material sources, and placing us closer to our customers. Our
feedmills in India are located in the eastern, western and southern parts of India for ease of
transportation of feed to the customers located in the respective regions, thereby reducing
transportation costs. Similarly, our parent stock farms are located in the western part of India
while our commercial farms are located in Maharashtra, Andhra Pradesh and Karnataka,
India, for the same reason. This proximity to customers also allows us to develop close
working relationships.
For the Indonesian market, most of our logistics activities are coordinated in-house,
particularly for areas where we have an established presence. For poultry feed, we sell
directly to our key customers and also through agents or poultry shops with whom we have
long-term, established relationships. We maintain control over these agents through strict
credit limits, terms of payment and uniform product pricing, as well as by requiring agents to
pledge assets, including land. We usually distribute the DOCs directly to our final customers,
who typically place an order on cash on delivery terms. Live broilers produced on our
commercial and contract farms are sold directly to regional wholesalers on cash before
delivery basis while chilled or frozen chicken is sold to wholesalers on prevailing credit terms.
We manage our distribution and logistics activities in-house at various regional hubs as part
of our overall supply chain management efforts. We generally outsource physical delivery
services for feed and other products, whereas we maintain and manage a fleet of chick-vans
for DOC delivery. We decide whether to outsource these activities or manage them in-house
largely according to the sensitivity of the products and the ability of existing vendors to deliver
to the standards required by us and our customers.
Consumer Food
In Indonesia and Vietnam, we have our own marketing department as well as a sales and
distribution department. The marketing department carries out marketing plans and activities
for our existing and new brands and products. This includes planning product launches,
determining pricing strategy, promotion strategy and sales and distribution strategy. The
implementation of these plans and strategies are handled and monitored by the marketing
team. Distribution of our products falls under the purview of our sales and distribution
department.
In Indonesia, we have invested in the development of our distribution operations. We have a
distribution network of five regional sales branches and 32 regional sales depots. Our direct
distribution coverage serves over 50,000 regular customers in modern channels, including
hypermarkets, supermarkets and minimarkets, as well as in traditional channel, including
agents (sub-distributors), wholesalers, semi wholesalers, and large-scale retail shops and
institutional clients.
The distribution strategy of our consumer food segment is to increase penetration into cities
and provincial townships with the highest population density and cold-storage retail
infrastructure.
148
The map below sets forth the details of our distribution network.
Kalimantan
Branch:
Depot:
Agent:
Sumatera
Branch:
Depot:
Agent:
Sulawesi
Branch:
Depot:
Agent:
0
1
30
0
1
10
Maluku & Papua

Branch:
0
Depot:
0
Agent:
4
0
4
22
Java
Branch:
Depot:
Agent:
C/S:
Bali & Nusa Tenggara

Branch:
0
Depot:
1
Agent:
4
5
28
8
3
Total
Branch:
Depot:
Agent:
C/S:
5
32
58
3
We have developed an internally controlled distribution system which allows PT So Good

Food to form direct relationships with the most suitable trade channels by brand, by locality,
by price points and optimum stock turn. The distribution structure is made up of five regional
branch offices and 32 sales depots to service specific geographical markets. It employs about
1,400 people comprising about 300 salespersons, 650 delivery and warehouse staff,
50 merchandisers, and 400 finance and sales administration staff. The entire network is
linked to manufacturing, marketing and corporate functions by enterprise resource planning
(ERP) software, which consolidates sales data by trade channels and locations to facilitate
overall production planning and inventory control.
TECHNICAL AND AFTER-SALES SERVICES
We seek to provide after-sales servicing, technical support and comprehensive solutions
directly to our customers. We provide on-site guidance to our customers to assist them to use
our feed products effectively and advise our customers on any technical issues that they may
encounter in the poultry breeding process. We offer products tailored to key customers
individual specifications and work with them to maximize their overall operational success,
which in turn can lead to greater demand for our products.
CUSTOMER CREDIT
In Indonesia, we extend credit to a limited number of customers in connection with sales of
our poultry feed and aqua-feed. Our credit terms for poultry third-party sales typically provide
for payment within 21 days or less. We take a number of factors into consideration when
agreeing to credit terms with our customers, including sales volumes, customer relationship
and historical track record for timely payment.
In Indonesia, live cattle are sold to our affiliated abattoirs on a 7-day credit basis, while beef
products are sold in the modern trade on a 30-day credit term. In China all cattle will be sold
on a cash basis.
LOGISTICS
We sell milk in China to the processing factories directly rather than adopting the traditional
distribution channels. Therefore risk of contamination is largely reduced and the
transportation cost will be borne by the off-takers. The milk trucks collecting raw milk from our
farms in China are vehicles specially designed for transporting milk directly from our farms to
the processing factories. This provides the processing factories traceability of the milk
source. Besides, by not routing our milk to other farms, we maintain the shortest delivery time
and eliminate the bio-security risks of contamination from other locations. Each milk truck has
a loading capacity of 60MT and we aim to utilize the full load of each milk truck for every trip
for efficiency.
149
We maintain our own fleet of more than 46 vehicles for our DOC business so as to maintain
our high bio-security standards and to ensure the timely delivery of DOCs. All DOCs must be
shipped to commercial farms, which are located within Indonesia, within 24 hours of their
birth.
Delivery of live cattle in Indonesia and China are sub-contracted to third-party trucking
companies. In Indonesia, we maintain a fleet of refrigerated trucks to distribute our beef
products to our customers.
We maintain our own fleet of more than 230 vehicles for our consumer food segment to
support our distribution network. Of these vehicles, approximately 60 vehicles are used for
delivery of chilled and frozen products while approximately 170 vehicles are used for ambient
temperature products.
INVENTORY CONTROL
Dairy
We use an integrated ERP system to monitor and control our inventory comprising raw
materials such as cocoa powder and packaging materials. We utilize a first in, first out
(FIFO) policy in respect of the raw milk produced to maintain freshness. Raw milk produced
is piped directly to our integrated processing plant where milk is produced. We generally seek
to maintain approximately three months inventory of raw materials (except milk) and
approximately six months inventory of packaging materials which we mainly import from
China.
Animal Protein Segment
Inventory levels in Indonesia are centrally monitored by our purchasing department in Jakarta.
We utilize a FIFO policy in respect of our inventory to maintain freshness. We maintain
inventory insurance for losses from certain damage and seek to minimize shortage, shrinkage
and demurrage by implementing tight performance standards for employee management of
inventory.
We generally maintain two to three months inventory of raw materials. Our raw materials
inventory is dependent upon the timing of harvests, festive seasons, actual and expected
weather conditions, and prevailing world market prices. We subject our incoming raw material
deliveries to on-the-spot quality control tests utilizing sophisticated lab equipment. This allows
us to immediately reject deliveries that fail to meet our specifications. Corn and certain other
raw materials must be kept dry and we therefore monitor moisture content in our silos and
operate corn dryers at strategic locations. As of March 31, 2014, we operated nine
stand-alone corn dryers in Indonesia located near major corn belts (two corn dryers in the
Central Java, two in South Sulawesi and five in the Lampung corn belts). Most of our
Indonesian feedmills also have corn dryers.
As of March 31, 2014, we operated two silos in Long An, Vietnam, four corn silos at Binh
Thuan, Vietnam, eight corn silos at Huong Chan, Vietnam, four corn silos at Thai binh,
Vietnam, and two corn silos at Hoa Binh, Vietnam.
Timely delivery and management of inventory is also essential in our DOC breeding business,
as we deliver more than 10.5 million DOCs per week in Indonesia and deliveries to customers
must be made within 24 hours.
Inventory monitoring in Myanmar is undertaken by our procurement department in Myanmar.
We utilize a FIFO policy in respect of our inventory to maintain freshness. In Myanmar, we
generally maintain approximately 1.5 to two months inventory of raw materials, including
major and seasonal raw materials such as maize, broken rice and soybean meal. Our raw
materials inventory is mainly dependent upon the timing of harvests, actual and expected
weather conditions, price trends, prevailing world prices and availability of warehouse
capacity. Myanmar has only two corn harvest seasons, straddling the April-May and the
October-January periods. Harvests are also affected during prolonged periods of rain. We
150
conduct strict quality and quantity checks on the raw materials we purchase from our
suppliers. The raw materials are stored at our warehouses and fumigation is conducted on a
monthly basis to preserve the quality of the raw materials.
Consumer Food
We use an integrated ERP system to monitor and control our inventory from raw materials,
packaging materials until finished goods items in all factories and distribution stock points.
The daily stock availability can be accessed through ERP online by the purchasing,
production, logistics and sales departments at the head office, factories and sales branches.
The ERP system also helps to ensure efficiency in stock levels and logistics costs, while at
the same time meeting the customer needs in the market.
Our raw material and packaging material requirements are centrally controlled by our
purchasing department and these are tied to the rolling monthly and weekly stock forecasts
and purchase orders from all sales branches. We utilize a FIFO policy using an ERP system
to ensure availability and to avoid expired products in our own warehouses and in the trades.
COMPETITION
We
believe our primary competitor is
Charoen Pokphand Group. See
Appendix FIndependent Market Research on Selected Food Markets in Indonesia, China,
India, Vietnam and Myanmar for a discussion of the competitive landscape of each of our
business segments.
The table below sets forth the key competitors for our various business segments:
Segment
Competitor
Dairy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
China
China Modern Dairy
Huishan Dairy
Yuan Sheng Tai Dairy
Beijing Sanyuan
Sheng Mu High-Tech (
Indonesia
Sukanda Jaya (Diamond)
Animal Protein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial Broiler
Charoen Pokphand (in Indonesia,
Vietnam and Myanmar)
Sierad Produce (in Indonesia)
CJ Feed (in Indonesia)
Proconco (in Vietnam)
Cargill (in Vietnam)
Suguna Foods Ltd (in India)
Venkys India Ltd (in India)
Feed
Charoen Pokphand (in Indonesia,
Vietnam and Myanmar)
Sierad Produce (in Indonesia)
CJ Feed (in Indonesia)
Suguna Foods Ltd (in India)
Godrej Agrovet (in India)
Beef
Great Giant Livestock Corp.
Agrisatwa Jaya Kencana
Widodo Makmur
151
Segment
Competitor
Consumer Food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Branded processed meat category in

Indonesia:
PT. Prima Food Internasional (Fiesta,
Champ, Oke)
PT. Bellfood Indonesia (Bellfood, 222)
PT. Eloda Mitra (Bernardi, Vitalia)
PT. Sanmiguel Purefoods (Farmhouse,
Vida)
Liquid UHT milk market:
PT. Danone Dairy Indonesia (Milkuat)
PT Friesland Campina Kievit (Susu
Bendera, Yess)
PT. Ultra Jaya Milk Industry Tbk. (Ultra,
Susu Sehat)
PT. Indo Lakto (Indomilk)
Branded processed
Vietnam:
Vissam
meat
category
in
INSURANCE
We have in place the following insurance policies:
property all-risks insurance for our fixed assets and inventory in relation to any damage
caused by accidents, fire civil disorder, and/or natural disasters;
all-risks insurance in respect of physical loss or damage to grandparent, parent and final
DOC stocks, excluding losses arising from Avian Influenza;
social security insurance for our employees (Employee Social Security or Jamsostek),
as required by Indonesian law, including pension insurance, unemployment insurance,
work injury insurance and medical insurance;
insurance in relation to any damage caused by earthquakes, volcanic eruptions or

tsunamis; and
motor vehicle insurance in relation to any damages to our motor vehicles.
We believe that the above insurance policies that we currently hold are adequate for our
business and operations, and we will review our insurance coverage annually. See Risk
FactorsRisks Relating to Our Business and OperationsOur insurance coverage may be
inadequate.
PROPERTIES AND FIXED ASSETS
We own various properties on which our offices, farms and processing facilities are located.
Please refer to Appendix J for details of the material leased or owned properties.
LICENSES
We hold a number of licenses and permits which are essential for the conduct of our
business. Please refer to Appendix K for details of the material licenses and permits.
152
COMPLIANCE
Titles and Licences Monitoring and Compliance
Each business unit will nominate a person to continue our Groups efforts to rectify the title
and license irregularities disclosed in this Prospectus. This person will also be responsible for
monitoring, checking and liaising with respect to any renewal or additional licenses, or new
titles or leases that may from time to time apply to that business unit. This person will report to
the Head of Legal and Compliance who will supervise and co-ordinate monitoring and
compliance across our Group. The Head of Legal and Compliance will report periodically to
the Board on the status of material titles and licenses.
PRC Environmental Licences
Please refer to Risk FactorsRisks Relating to our Business and OperationsFailure to
comply with environmental regulations, could harm our operating results, financial condition
and reputation. for details on certain environmental non-compliances in relation to our PRC
operations.
DYAA, TAAA, DXAA and DSAA have provided and Dongying Japfa will be providing the
relevant PRC authorities with their environmental protection plans and timelines for
implementation. In respect of Dairy Farms 1, 2 and 3, the relevant PRC authorities have
provided written responses indicating their agreement to each of DYAA, TAAA and DXAAs
construction plans regarding the environmental protection facilities. As at the date of this
Prospectus, based on the foregoing correspondence and discussions between the PRC
subsidiaries and the environmental authorities, and the existing enforcement history in
respect of non-compliance by these dairy farms being limited to non-material financial
penalties, the Legal Adviser to the Company as to PRC Law, Global Law Office, is of the view
that the likelihood of Dairy Farms 1, 2, 3 and 4 being required to suspend and/or cease
operations is low.
Anti-Corruption Policy
The Company does not have a specific or formalized anti-corruption policy. However, the
financial controllers of the various business segments monitor to ensure that proper
documentation is required before reimbursements or payments are permitted. In addition, the
management and employees of our Group are required to comply with the laws and
regulations in all the jurisdictions in which they operate (which include any anti-corruption
laws and regulations).
INTELLECTUAL PROPERTY RIGHTS
We have trademarks in respect of the Japfa name and our key brands including Greenfields,
Comfeed and Benefeed. Our distribution and use rights of these trademarks are for all areas
in Indonesia. Please refer to Appendix L for details of our material intellectual property rights.
EMPLOYEES
As at March 31, 2014, we directly employed 26,795 people, with 1,495 employed in our dairy
segment, 21,085 in our animal protein segment, 3,891 in our consumer foods segment and
324 in our head office and other supporting functions. As at March 31, 2014, we had
approximately 190 management staff, 3,198 sales and marketing staff, 18,062 production
staff and 5,314 employees working in our head office and other supporting functions. As at
March 31, 2014, we had 14,944 temporary workers.
153
The following table sets forth our total employees by business and staff type as well as
geography for the periods indicated:
As at December 31,
2011
2012
2013
Business Segment
Animal Protein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,643 17,344 19,451
Consumer Foods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,111
2,486
3,558
Dairy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
955
1,078
1,495
Head Office and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
257
316
324
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,966 21,224 24,741
Staff Type
Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,907 13,331 16,198
Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,610
5,064
5,314
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,28
2,659
3,045
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
160
170
184
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,966 21,224 24,741
Geography
Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,203 17,985 20,382
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
309
435
768
Vietnam . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,900
2,233
2,984
India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
482
504
537
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
56
58
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
11
12
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,966 21,224 24,741
We employ a range of qualified technical staff, experts and professionals who have
industry-recognized qualifications, as well as significant previous experience in the industry.
On commencing employment with us, the staff is required to undertake induction and basic
skills training. Our technical staff is required to attend an in-house Total Productive
Maintenance training program, which includes specific training in relation to machinery and
our management staff receive communication and leadership skills training. We also send our
employees to seminars and training sessions held by external institutions.
We consider strong leadership skills to be a key factor in the success of our business and
reinforce this message through the Japfa Manager-Leader Training Program. In 2013, 295 of
our middle to top-level managers attended the program, which was conducted by our own
Training Communication Department.
We believe we have a good relationship with our employees. We have established a system
of employee cooperatives which work closely together with our management team to ensure
that the welfare of our employees is protected. We also conduct regular bipartite forums
between employees and management to encourage open communication. We have not
experienced any serious labor unrest.
Save that certain of our employees are members of labor unions in China and Vietnam, our
employees are not covered by any collective bargaining agreements and are not unionized. In
China, certain of our employees are members of the labor union committee of Dongying
AustAsia Modern Dairy Farm Co., Ltd. and the labor union committee of Dongying Xianhe
AustAsia Modern Dairy Farm Co., Ltd.. There are no collective bargaining agreements for our
subsidiaries in China.
In Vietnam, certain of our employees are members of the Trade Union of Japfa Comfeed
Vietnam, Trade Union of Japfa Comfeed Binh Thuan and Trade Union of Japfa Comfeed
Long An. There are collective bargaining agreements for JCBT and JCLA. The collective
bargaining agreement for JCVN is in the process of being finalized with the relevant
authorities.
154
CORPORATE SOCIAL RESPONSIBILITY

In accordance with our vision Growing towards mutual prosperity, we conduct our business
activities to benefit a broad range of stakeholders. As such, our activities adhere to the
principles of corporate social responsibility, including social responsibility towards: (1) the
work environment; (2) the products which we manufacture; (3) the community in the vicinity of
our operations; and (4) the environment.
We strive to meet our social responsibility towards society and the environment, and have
continued to develop sustainable social programs in developing communities in the vicinity of
our operations, providing greater access to better education and encouraging sports activities.
To this end, we have implemented an educational program called the JAPFA4Kids which
aims to help students learn and also improve their health. The students receive medical
examinations free of charge and obtain a nutritional JAPFA4Kids package which consists of
milk, sausages, eggs and two books in addition to school stationery.
Through the first aid training activities, participating schools receive a complete set of first
aid equipment along with weight and height measuring tools. This program can actively help
teachers and health workers to provide health services at the school. Specific activities
include hygiene week, nutrition week, weight and height week, and eye care week.
As part of its corporate social responsibility initiatives, our subsidiary PT Japfa has contributed
each year from 2011 to 2013 to the Santosa Lestari Foundation (the Foundation) and will
continue to do so. The Foundation was set up by the Santosa family and its objectives include
helping the less fortunate people by providing scholarships to students, providing medical and
health aid, operating nursing homes for senior citizens as well as earthquake and
environmental disaster aid and relief. Four out of seven members of the Board of Trustees of
the Foundation are Mr. Handojo Santosa, Mr. Hendrick Kolonas, Ms. Mieke Santosa (sister of
Mr. Handojo Santosa and spouse of Mr. Hendrick Kolonas) and Mr. Boyke Gozali (brother of
Mr. Hendrick Kolonas). The Santosa family members are not beneficiaries of the Foundation.
We also support and develop interest in chess among our employees. This support is given
because of our belief that chess stimulates brain activities. We set up the JAPFA Chess Club
to encourage the participation in chess activities by our employees. We also sponsor a
number of chess tournaments held in Indonesia. In 2013, we organized the JAPFA Chess
Festival for the eighth time in cooperation with the Indonesian Chess Association. This
tournament was the biggest chess festival in Indonesia with the largest number of participants
and the highest number of categories. In addition, the tournament facilitated participation from
the wider community in chess activities.
RESEARCH AND DEVELOPMENT
Our poultry division owns a test farm in Mojokerto, East Java where poultry feed formula, new
enzymes and probiotics are tested. This test farm conducts research on how the physical
form of the poultry feed, whether in the mash, pellet or crumble form, has any effect on
nutrients absorption and digestibility. It also collects its own research data on different DOC
strains and other different strains including broiler and layer. The test farm also researches
farm management techniques on how best to handle DOC and poultry in general.
We own a vaccine company, PT Vaksindo Satwa Nusantara, which is part of our poultry
division and which conducts its research and development on the vaccine avian influenza
(AI) master seeds which aims to anticipate the quick mutation of the AI virus. We collaborate
with Erasmus MC on AI virus classification, genetic or antigenic AI virus characterization and
the mapping and isolation of the virus using antigenic cartography. Our vaccine company also
develops vaccines for Newcastle Disease Genotype VII by using isolates taken from the
farms. This led to a joint project with Professor Siba M. Samal of University of Maryland in the
155
United States to produce seed Newcastle Disease Genotype VII reverse genetic as the
master seed live vaccine.
We also collaborate with the Queensland University, Australia to conduct research on
stereotyping to isolate the Coryza bacteria. Under this project, we aim to develop vaccines for
E coli and clostridium for poultry flocks usage.
Our aquaculture division engages in aqua-feed research and development. The goal is to
generate comprehensive knowledge about nutritional requirements of aqua-feed for different
fish. Unlike the experience with farm products on land, research data done by other countries
such as Japan are not readily applicable to the Indonesian water environment due to
differences such as water temperatures. As such, research and development has to be done
separately and independently by our aqua-feed division which is based in Indonesia.
We have four centers devoted to aqua-feed research. Our center in Cirebon deals with
various testing of mudfish and tilapia feed. Our Banyuwangi center in Indonesia deals with
research on eel and prawn feed, and our Gresik center in Indonesia deals with feed research
for fresh water fish such as milkfish, carp and Nile tilapia, while our Ciranjang center in
Indonesia deals with research for catfish, black and white pomfret and striped catfish. These
centers collect data findings to determine best formula for raw material mix for different fish,
including eel and shrimp, the digestibility of the aqua-feed produced and the percentage of
feed not ingested by the fish.
We spent US$542,784, US$485,843 and US$541,855 on research and development in 2011,
2012 and 2013 respectively, which amounted to 0.027%, 0.021% and 0.020% respectively of
our revenue for these years.
156
157
Country Head,
Vietnam
Head of Poultry
Country Deputy Head, India
Head of Commercial Poultry II

/Aquaculture
Head of Beef
Country Head, Myanmar
CEO
BOARD OF DIRECTORS
Head of Dairy
Head of Consumer
Food
Head of Human Resource
Head of Legal and Compliance
Chief Financial Officer
Group Headquarters
The management reporting structure reflecting the reporting lines and functional responsibilities of our Directors and Executive Officers are set out
in the chart below.
Management Reporting Structure
MANAGEMENT AND CORPORATE GOVERNANCE
DIRECTORS
Our Board of Directors is entrusted with the responsibility for our overall management and
direction.
The following table sets forth information regarding our Directors.
Name
Age
Address
Mr. Goh Geok Khim . . . . . . . . . . . . . . . . . . 82 391B Orchard Road #18-08

Ngee Ann City Tower B,
Singapore 238874
Mr. Handojo Santosa @ Kang
Kiem Han . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 391B Orchard Road #18-08
Singapore 238874
Mr. Hendrick Kolonas . . . . . . . . . . . . . . . . 58 391B Orchard Road #18-08
Singapore 238874
Mr. Tan Yong Nang . . . . . . . . . . . . . . . . . . 53 391B Orchard Road #18-08
Singapore 238874
Mr. Kevin John Monteiro . . . . . . . . . . . . . 58 391B Orchard Road #18-08
Singapore 238874
Mr. Ng Quek Peng . . . . . . . . . . . . . . . . . . . 60 391B Orchard Road #18-08
Singapore 238874
Ms. Lien Siaou-Sze . . . . . . . . . . . . . . . . . . 64 391B Orchard Road #18-08
Singapore 238874
Mr. Liu Chee Ming . . . . . . . . . . . . . . . . . . . . 63 391B Orchard Road #18-08
Singapore 238874
Designation
Non-Executive
Independent Chairman
Executive Deputy
Chairman
Non-Executive Director
Executive Director and

Chief Executive Officer
Executive Director and
Chief Financial Officer
Independent Director
Experience of our Board of Directors

Information on the key business and working experience of our Directors is set out below:
Mr. Goh Geok Khim is our Non-Executive Independent Chairman and was appointed to our
Board on June 30, 2014.
Mr. Goh started his career in his familys business, which was active in trading, rubber,
property and manufacturing steel products. He left in 1968 to join the stockbroking industry,
and in 1979, he established the G. K. Goh stockbroking group.
Mr. Goh is currently Chairman of the Board of Directors of G. K. Goh Holdings Limited,
Boardroom Limited, Temasek Foundation CLG Limited and Federal Iron Works Sdn Bhd.
Mr. Goh had previously served as a Non-Executive Director of Lam Soon (M) Bhd, a member
of the National Heritage Board and Chairman of the National Museum of Singapore. Mr. Goh
was also a member of the SGX-ST Disciplinary Committee from 1998 to 2006.
Mr. Goh graduated with a Bachelor of Science degree in Civil Engineering from the University
of Colorado.
Mr. Handojo Santosa @ Kang Kiem Han is our Executive Deputy Chairman. He is in charge
of the overall management of business and operations of our Group, including making any
major corporate decisions. Mr. Santosa oversees the formulation of our Groups corporate
planning, strategic direction, business and corporate policies.
158
Mr. Santosa joined our Group in 1986 as a manager in the edible oil division at Nilam in
Surabaya where he was in charge of the edible oil divisions day to day operations. From
1989 to 1997, he served as Vice-President Director of our subsidiary PT Japfa Comfeed
Indonesia Tbk. In 1997, he was appointed as President Director of PT Japfa Comfeed
Indonesia Tbk, a role in which he has oversight of the PT Japfa Groups operations. His
responsibilities include overseeing the entire operations of the PT Japfa Group including the
Aquaculture Division, Trading Division and the Beef Cattle Division.
Mr. Hendrick Kolonas is a Non-Executive Director of our Company.
Mr. Kolonas joined our Group in 2012 as Vice-President Commissioner of our subsidiary, PT
Japfa Comfeed Indonesia Tbk. Prior to joining our Group, Mr. Kolonas was the branch
manager at the Head Office (Operational) of Bank Dagang Nasional Indonesia. During his
time there from 1983 to 1988, he was involved in organizing and managing various
departments of the branch. Mr. Kolonas has also served on the board of Bank Tiara Asia,
where he was President Director from 1989 to 1997 and Vice-President Commissioner from
1997 to 1998. Mr. Kolonas founded PT Celebes Artha Ventura in 1996 and spearheaded
investments into various financial services businesses. He has been the President
Commissioner of PT Celebes Artha Ventura since 2010.
Mr. Kolonas graduated from Middlesex University, United Kingdom in 1982 with a Bachelor of
Arts (Hons) degree in Accounting and Finance. He also has a Masters degree in Business
Administration from Schiller International University, United Kingdom and a Masters of Arts
degree in Banking Administration from University of Hull, United Kingdom, which he attained
in 1983 and 1989, respectively.
Mr. Tan Yong Nang is an Executive Director and the Chief Executive Officer of our
Company. He is in charge of leading the development and execution of our Companys longterm strategy and is also responsible for all day-to-day management decisions.
Mr. Tan joined our Group in 2007 as an assistant to the Chief Executive Officer and Chief
Operating Officer of Corporate Services before taking on the position of Chief Operating
Officer of our Group in 2011. Mr. Tan was involved in the growth of our Groups operations in
the region such as the expansion of our Groups swine and dairy business segments. He also
had oversight of the management functions across our Groups businesses and introduced
authority matrices across the various business segments of our Groups operations to
establish clearer roles and responsibilities for the management of our Group. Mr. Tan is also
involved in the management of our Groups financial liabilities and has assisted our Group in
diversifying our Groups financial relationships to include regional and international banking
organizations.
Mr. Tan started his career as a statistician at the Department of Statistics, Singapore in 1985
and went on to become a research economist with Singapores Ministry of Trade and Industry
in 1986. He joined the Prudential group in 1988 as an investment analyst and was based in
Hong Kong and the U.S.. Mr. Tan was employed by the PAMA Group Inc.s group of
companies (PAMA Group) from 1991 to 2003, becoming a partner of PAMA BVI in 2001.
Mr. Tan was involved in setting up several equity funds of the PAMA Group and handling the
funds investment portfolio in South East Asia. He was also an Investment Committee
member of PAMA BVI from 1997 to 2003. Mr. Tan joined Delifrance Asia Ltd in 2003 as its
Chief Executive Officer where he was in charge of setting strategic corporate visions and
directions for, and had oversight of the operations of, Delifrance Asia Ltd. He joined Li & Fung
Group in 2005 as its Project Director and Chief Operating Officer and was involved in charting
its overall investment direction and strategy.
Mr. Tan graduated with a Bachelor of Arts (Economics) degree from the University of
Cambridge, United Kingdom in 1983. He was also registered as a Chartered Financial
Analyst with The Institute of Chartered Financial Analysts, United States of America in 1992
and is currently a member of Mensa International.
159
Mr. Kevin John Monteiro is an Executive Director and the Chief Financial Officer of our
Group. His key roles are to develop a balanced capital structure and to source adequate
funding for our Group and to ensure the integrity of financial data for proper record keeping
and accurate reporting. Mr. Monteiro also has oversight over all the financial operations of our
Group and he currently leads a team of 13 professionals, including our Group Financial
Controller and nine country/divisional Financial Controllers.
Mr. Monteiro is currently also the Head of Corporate Finance of our subsidiary, PT Japfa
Comfeed Indonesia Tbk and has over 14 years of experience of working in the agri-food
industry, having joined PT Japfa Comfeed Indonesia Tbk in 1999. His responsibilities in this
position include reviewing and analysing the financial statements of the PT Japfa Group,
overseeing the capital structure of the PT Japfa Group and managing equity-related matters
such as investor relations, annual reports and IDX-compliance. He also oversees merger and
acquisition activities and fund-raising activities of the PT Japfa Group which included a SGXlisted US$225 million Senior Notes issuance in 2013 and three mergers by PT Japfa of which
two involved public-listed targets.
Prior to joining PT Japfa, Mr. Monteiro was a financial advisor to another IDX-listed company,
PT Trafindo Perkasa Tbk (Trafindo) between 1995 and 1999. In his role at Trafindo,
Mr. Monteiro was instrumental in putting in place and institutionalizing the internal controls
and financial reporting systems expected of a company listed on the IDX. Mr. Monteiro also
handled the investor relations and corporate finance functions of Trafindo. Between 1985 and
1995, Mr. Monteiro practiced as a chartered accountant, first as a sole practitioner, and later
as a partner of Callaway & Hecht in Melbourne. Whilst in practice, Mr. Monteiro was a
registered tax agent and registered company auditor in Australia. As a chartered accountant,
he audited the financial statements of numerous private companies, hospitals and
universities.
Mr. Monteiro obtained a Bachelor of Economics degree from Monash University, Australia in
1979 and has been an associate member of the Institute of Chartered Accountants in
Australia since 1982.
Despite being appointed as our Chief Financial Officer less than six months prior to the
submission of our listing application, Mr. Monteiro considers himself to be adequately familiar
with the finance and accounting policies and the internal control systems of our Group, having
been with PT Japfa since 1999 and also having overseen the capital structure and financing
aspects of our Groups dairy and consumer foods businesses prior to his appointment as
Chief Financial Officer. In considering the suitability of Mr. Kevin Monteiro as our Chief
Financial Officer, our Audit Committee has considered his qualifications and past working
experience as described above and his years of service with our Group and has noted his
abilities, familiarity and diligence in relation to financial matters and information of our Group.
Our Audit Committee confirms that, based on the foregoing, and after making all reasonable
enquiries, and to the best of its knowledge and belief, nothing has come their attention to
cause them to believe that Mr. Monteiro does not have the competence, character and
integrity expected of a chief financial officer of a company listed on the SGX-ST.
Mr. Ng Quek Peng is one of our Independent Directors and was appointed to our Board on
July 29, 2014.
Mr. Ng has had more than 30 years of experience in the corporate finance and securities
industry in Singapore and Malaysia, advising clients on corporate restructuring, mergers and
acquisitions and fund raising. He has held positions in foreign and local financial institutions
during his career, including Citicorp Investment Bank (Singapore) Ltd, OCBC Securities Pte
Ltd, ABN Amro Bank and CIMB Bank Berhad, Singapore Branch. Mr. Ng was also with
Temasek Holdings Private Ltd as a Managing Director of its Portfolio Management division
160
and as Chief Representative China. He was also a Director of GMR Infrastructure (Singapore)
Pte. Limited (part of the India-based GMR Group) and was involved in the development of
their infrastructure projects in South East Asia.
Mr. Ng is currently a director of Otto Marine Limited, a company listed on the SGX-ST.
Mr. Ng graduated with a degree in Civil Engineering from the University of London in 1976
and has been a member of the Institute of Chartered Accountants in England and Wales
since 1980.
Ms. Lien Siaou-Sze is one of our Independent Directors and was appointed to our Board on
July 29, 2014. She is currently a Senior Executive Coach at Mobley Group Pacific, a
management consulting firm.
Ms. Lien joined Hewlett-Packard Singapore (Private) Limited (HP) in 1978. During her time
at HP, she headed its Technology Solutions Group Asia Pacific and Japan and retired from
HP in 2007 as a Senior Vice President. Ms. Lien joined Mobley Group Pacific in 2006.
Ms. Lien has served on the board of Luvata Ltd., a conglomerate headquartered in Finland,
since 2006 and the board of Elekta AB, a company listed on the Nordic Stock Exchange,
since 2011. She is also a member of the Compensation Committee for Elekta AB. Ms. Lien
has also served as a member of the Board of the Confucius Institute at Nanyang
Technological University since 2008 and a member on the Board of Trustees at Nanyang
Technological University and the Board of Governors at Republic Polytechnic Singapore
since 2006.
Ms. Lien graduated with a Bachelor of Science degree in Physics from the former Nanyang
University in 1971 and attained a Masters degree in Computer Science from London
University, Imperial College Science and Technology in 1973. In 2011, she was awarded the
Bintang Bakti Masyarakat (Public Service Star) for valuable public service by the Singapore
Government and was also appointed a Justice of the Peace by the President of Singapore in
2013.
Mr. Liu Chee Ming is an Independent Director of our Company and was appointed to our
Board on July 29, 2014. He is currently the Managing Director of Platinum Holdings Company
Limited, which he established in 1996, and oversees its day to day business operations.
Prior to forming Platinum Holdings Company Limited, he worked at Jardine Fleming Holdings
Limited for over 20 years where he assumed positions the positions of Head of Brokerage
and subsequently Head of Investment Banking. He was also a member of its Executive
Committee.
He has been an independent non-executive director of Kader Holdings Company Limited (a
company listed on the Hong Kong Stock Exchange) since 1998 and an independent
non-executive director of StarHub Ltd. (a company listed on the SGX-ST) since 2004. He has
been an independent non-executive director of Haitong Securities Company Ltd. (a company
listed on the Hong Kong and Shanghai stock exchanges) since 2011. In 2013, Mr. Liu was
appointed as an independent director of OUE Hospitality REIT Management Pte. Ltd. and
OUE Hospitality Trust Management Pte. Ltd., which are the REIT Manager and TrusteeManager of OUE Hospitality Trust (listed on the SGX-ST), respectively. He is also a member
of the Audit and Risk Committee of OUE Hospitality REIT Management Pte. Ltd.
Mr. Liu has been a member of the Takeovers Appeal Committee of the Securities and Futures
Commission in Hong Kong since 1995, and was appointed as a Deputy Chairman of the
Takeovers and Mergers Panel since 2008.
Mr. Liu graduated with a Bachelors degree in Business Administration from the former
University of Singapore in 1976.
161
Expertise of the Board of Directors

As evidenced by their respective business and working experience set out above, our
Directors possess the appropriate expertise to act as directors of our Company. In
accordance with the requirements under the SGX-STs listing rules, we made arrangements
for our Directors to be briefed on the roles and responsibilities of a director of a public listed
company in Singapore.
Present and past principal directorships and commissionerships of our Directors
The present and past principal directorships and commissionerships, in the case of
Indonesian incorporated companies, held by our Directors in the last five years preceding the
date of this Prospectus (excluding those held in our Company) are set out in Appendix G
List of Present and Past Principal Directorships.
Significant Changes in Percentage of Ownership
Save as disclosed in Share Capital and ShareholdersOwnership Structure, there have not
been any significant changes in the percentage of ownership of our Directors in our Company
in the last three years up to the Latest Practicable Date.
Term of Office
Save in respect of the appointments of Mr. Handojo Santosa, Mr. Tan Yong Nang and
Mr. Kevin Monteiro, with whom we have entered into service agreements as described below,
our Directors do not currently have fixed terms of office. Our Articles of Association provide
that at each annual general meeting, at least one-third of our Directors for the time being (or,
if their number is not a multiple of three, the number nearest to but not less than one-third)
retire from office by rotation and will be eligible for re-election at that annual general meeting
(the Directors so to retire being those longest in office). Following the practice adopted by PT
Japfa, our Company has adopted the policy that all Directors (unless already required to retire
pursuant to our Articles of Association) retire at the annual general meeting next following
their last re-election or appointment. The retiring directors will be eligible for re-election at that
annual general meeting.
Pursuant to Section 153 of the Singapore Companies Act, no person of or over the age of
70 years shall be appointed to act as a director of a public company or a subsidiary of a public
company. Notwithstanding this, as permitted under Section 153(6) of the Singapore
Companies Act, Mr. Goh Geok Khim may, by ordinary resolution passed at an annual general
meeting of our Company be appointed or re-appointed as a director of our Company to hold
office or be authorized to continue in office as a director of our Company, until the next annual
general meeting of our Company.
EXECUTIVE OFFICERS
Our Executive Officers, together with our Executive Directors, are responsible for our day-today management and operations as well as the implementation and execution of our
operational policies. The following table sets forth information regarding our Executive
Officers.
Name
Age
Address
Animal Protein
Mr. Bambang Budi Hendarto . . . . 68 391B Orchard Road #18-08
Singapore 238874
Dairy
Mr. Edgar Dowse Collins . . . . . . . . . 47 391B Orchard Road #18-08
Singapore 238874
162
Position
Head of Poultry
Head of Dairy
Name
Age
Address
Consumer Food
Mr. Peter Chin Chi Kee . . . . . . . . . . . 59 391B Orchard Road #18-08
Singapore 238874
Group Headquarters
Ms. Christina Chua Sook Ping . . . 48 391B Orchard Road #18-08
Singapore 238874
Mr. Jasper Tan Kai Loon . . . . . . . . . 39 391B Orchard Road #18-08
Singapore 238874
Position
Head of Consumer Food
Head of Legal and

Compliance
Head of Human Resource
Experience of our Executive Officers

Information on the key business and working experience, educational and professional
qualifications, if any, and areas of responsibilities of our Executive Officers are set out below:
Animal Protein
Mr. Bambang Budi Hendarto is the Head of Poultry of our Group. He oversees the entire
poultry operations of our Group, including the feed, breeding and commercial aspects, and is
responsible for establishing corporate objectives, strategies and plans for our Groups poultry
operations.
Mr. Hendarto joined our Group in 1978 as a Nutrition Manager in the Production Planning
Control Department where he was involved in supervising and coordinating the activities for
the production of formula feed. He became a Vice Director (Deputy Director) of PT Comfeed
Indonesia in 1981 and led the Feed Division of our Groups operations in Indonesia. Over the
years with our Group, he was promoted several times and was appointed the Vice-President
Director of PT Japfa in 1997. He holds this position till today and his roles and responsibilities
as Vice-President Director of PT Japfa include leading the breeding and commercial poultry
operations of our Group and to oversee and ensure that our Groups corporate objectives and
strategies relating to such operations are met.
Mr. Hendarto graduated from Brawijaya University in 1972 with an Engineering degree in
Animal Husbandry.
Dairy
Mr. Edgar Dowse Collins is the Head of Dairy of our Group. He is responsible for the day-today operations of our Groups Dairy Division and is in charge of formulating, developing and
implementing both strategic and long-term business plans for our Groups Dairy operations.
Having been involved in beef and cattle operations throughout his career, Mr. Collins has
accumulated many years of industry experience. Mr. Collins has been with AustAsia Food
Pte. Ltd. since 1999 and is currently its Managing Director. Before joining AustAsia Food Pte.
Ltd., Mr. Collins was Head of Operations of PT Santosa Agrindo, currently a subsidiary of our
Group, where he was involved in the development of a cattle and beef business in Indonesia.
Mr. Collins was also a General Manager for approximately two years at BxE Commodities Pty
Ltd (BxE), a company engaged in the business of import and trading of cattle feed
commodities in Australias and New Zealands dairy industries. During his time at BxE, he
was involved in the establishment of a system for the importation, trading and distribution of
feed products such as copra meal and palm kernel extract to commercial farmers and feed
mills.
163
Consumer Food
Mr. Peter Chin Chi Kee is the Head of Consumer Food of our Group. He has oversight of the
performance of our Groups consumer branded foods business in Indonesia and its expansion
beyond Indonesia to other developing Asian countries such as Vietnam, Myanmar and India.
He was previously responsible for expanding our Groups poultry businesses beyond
Indonesia to other markets such as China, India, Myanmar and Vietnam and was Head of
International Poultry and Head of International Dairy up till 2008.
Mr. Chin has over 30 years of experience in the food industry. Prior to joining our Group, he
worked for several national and multi-national corporations including Eta Foods (part of
Nabisco New Zealand), Fonterra Co-operative Group Limited and Goodman Fielder Wattie
Ltd where he was engaged in different roles including sales, marketing, quality assurance and
general management.
Mr. Chin graduated with a Bachelor of Technology (Food Technology) degree from Massey
University, New Zealand in 1979 and attained his Masters degree in Agricultural Business
and Administration in Marketing from Massey University in 1982.
Group Headquarters
Ms. Christina Chua Sook Ping is the Head of Legal and Compliance of our Group and
oversees all legal, compliance and secretarial functions of our Groups operations. She joined
our Group in 2010.
Ms. Chua has more than 20 years of experience in legal practice. She joined Drew & Napier
LLC in 1990 and later joined Rajah & Tann LLP in 2007. During her time in practice,
Ms. Chua was a partner in the corporate and tax departments of both firms and was
recommended in the 2003/2004, 2004/2005 and 2006/2007 editions of The Asia Pacific Legal
500 for Mergers & Acquisitions with a technology specialization, for her role in advising in the
Bharti Changi Consortium in respect of the modernization and restructuring of the Mumbai
and Delhi airports and as a leading individual, respectively. She was also named in both
Whos WhoLegal (Singapore) for Mergers & Acquisitions and the International Tax Review
2004 as a leading tax practitioner in Singapore. She was highly recommended for tax
(particularly infrastructure and cross border) transactions in PLC Which Lawyer? Yearbook
Singapore 2008/2009 edition and was also named as a highly recommended tax lawyer in
PLC Tax on Transactions Handbook 2009/2010 edition.
Ms. Chua graduated with a Bachelor of Laws (Honors) degree from the National University of
Singapore in 1989 and was admitted as an advocate and solicitor of the Supreme Court of the
Republic of Singapore in the same year. She has been a member of both the Law Society of
Singapore and the Singapore Academy of Law since 1990.
Mr. Jasper Tan Kai Loon is the Head of Human Resource of our Group and is in charge of
all human resource matters in our Group and responsible for human resource management,
policy governance and administration.
Prior to joining our Group, Mr. Tan was employed by the Singapore Ministry of Defense from
1998 to 2012. He was engaged in various positions including Head of the Singapore Armed
Forces Careers Centre and Head of Mindef Scholarship Centre. He was appointed as the
Head of the Human Resource Department of the Ministry of Defense in 2009 and was
responsible for all human resource matters for all non-uniformed personnel of the Ministry of
Defense and Singapore Armed Forces. He joined our Group in 2012.
Mr. Tan graduated with a Bachelor of Arts and Social Sciences degree from the National
University of Singapore in 1997.
164
Present and past principal directorships and commissionerships of our Executive

Officers
The present and past principal directorships and commissionerships, in the case of
Indonesian incorporated companies, held by our Executive Officers in the last five years
preceding the date of this Prospectus (excluding those held in our Company) are set out in
Appendix GList of Present and Past Principal Directorships .
LEGAL REPRESENTATIVE
Legal Representative of our PRC Dairy Subsidiaries
In aggregate, DYAA, TAAA, DXAA, DSAA and SHAA are principal subsidiaries of our Group
engaged in the dairy business in the PRC.
Our Head of Dairy, Mr. Edgar Dowse Collins, is the legal representative of DYAA, TAAA,
DXAA, DSAA and SHAA. Mr. Collins is also a director of AIH, which is the holding company
of DYAA, TAAA, DXAA, DSAA and SHAA.
In accordance with PRC law, Mr. Edgar Dowse Collins has the following powers in relation to
all of our PRC dairy subsidiaries:
(i)
to act as representative of that PRC subsidiary; and
(ii)
to execute contracts on behalf of that PRC subsidiary.
Our Board has noted that there are risks in relation to the appointment of Mr. Edgar Dowse
Collins as the legal representative of DYAA, TAAA, DXAA, DSAA and SHAA, including
concentration of authority. After noting that the articles of association of DYAA, TAAA, DXAA,
DSAA and SHAA allow its sole shareholder to, inter alia, remove the legal representative of
the respective company, the Board is of the view that there are adequate processes and
procedures in place to mitigate the risks in relation to the appointment of Mr. Edgar Dowse
Collins as the legal representative of DYAA, TAAA, DXAA, DSAA and SHAA. Our Company
and AIH will monitor and periodically review the processes and procedures in relation to the
appointment and removal and the avoidance of concentration of authority of the legal
representatives of DYAA, TAAA, DXAA, DSAA and SHAA, to ensure their effectiveness and
robustness.
FAMILY RELATIONSHIPS
Our Executive Deputy Chairman Mr. Handojo Santosas spouse is Farida Gustimego Santosa
and their children are Renaldo Santosa, Gabriella Santosa, Mikael Santosa and Raffaela
Santosa. The wife and children of Mr. Handojo Santosa are each deemed to have an interest
in the Shares held by our Substantial Shareholders, Rangi Management Limited and
Tasburgh Limited (see Share Capital and ShareholdersOwnership Structure).
Our Non-Executive Director, Mr. Hendrick Kolonas spouse is Mieke Santosa, who is
Mr. Handojo Santosas sister. Their children are Aldrian Irvan Kolonas, Marcellina Claudia
Kolonas and Rachel Anastasia Kolonas. The wife and children Mr. Hendrick Kolonas are
each deemed to have an interest in the Shares held by our Substantial Shareholder, Morze
International Limited (see Share Capital and ShareholdersOwnership Structure).
Save as disclosed above and in the section Share Capital and ShareholdersOwnership
Structure, none of our Directors are related to each other or to our Executive Officers or
Substantial Shareholders.
165
CORPORATE GOVERNANCE
Our Directors recognize the importance of corporate governance and the maintenance of high
standards of accountability to our shareholders. Our Board has established three committees:
(i) the Audit Committee; (ii) the Nominating Committee; and (iii) the Remuneration Committee.
Audit Committee
Our Audit Committee comprises three members, namely Mr. Ng Quek Peng, Mr. Hendrick
Kolonas and Mr. Liu Chee Ming. The Chairman of our Audit Committee is Mr. Ng Quek Peng.
The Audit Committee is responsible for:
(a)
assisting our Board of Directors in discharging its statutory responsibilities on financing

and accounting matters;
(b)
reviewing significant financial reporting issues and judgments to ensure the integrity of
the financial statements and any formal announcements relating to financial
performance;
(c)
reviewing the scope and results of the audit and its cost effectiveness, and the
independence and objectivity of the external auditors;
(d)
reviewing the external auditors audit plan and audit report, and the external auditors
evaluation of the system of internal accounting controls, including financial,
operational, compliance and information technology controls as well as reviewing our
Groups implementation of any recommendations to address any control weaknesses
highlighted by the external auditor;
(e)
reviewing the key financial risk areas, including our Groups hedging policy in respect
of its exposure to fluctuations in foreign exchange and raw material costs;
(f)
reviewing the risk management structure and any oversight of the risk management
process and activities to mitigate and manage risk at acceptable levels determined by
our Board of Directors;
(g)
reviewing the statements to be included in the annual report concerning the adequacy
and effectiveness of our risk management and internal controls systems, including
financial, operational, compliance controls, and information technology controls;
(h)
reviewing any interested person transactions and monitoring the procedures

established to regulate interested person transactions, including ensuring compliance
with our Companys internal control system and the relevant provisions of the Listing
Manual, as well as all conflicts of interests to ensure that proper measures to mitigate
such conflicts of interests have been put in place (see the Interested Person
Transactions and Conflicts of InterestsReview Procedures for Future Interested
Person Transactions);
(i)
reviewing the scope and results of the internal audit procedures, and at least annually,
the adequacy and effectiveness of our internal audit function;
(j)
approving the hiring, removal, evaluation and compensation of the head of the internal
audit function, or the accounting / auditing firm or corporation to which the internal
audit function is outsourced;
(k)
appraising and reporting to our Board of Directors on the audits undertaken by the
external auditors and internal auditors, the adequacy of disclosure of information;
(l)
making recommendations to our Board of Directors on the proposals to Shareholders

on the appointment, reappointment and removal of the external auditor, and approving
the remuneration and terms of engagement of the external auditor;
166
(m)
undertaking such other reviews and projects as may be requested by our Board of
Directors, and report to our Board its findings from time to time on matters arising and
requiring the attention of our Audit Committee; and
(n)
undertaking generally such other functions and duties as may be required by law or
the Listing Manual, and by amendments made thereto from time to time.
Apart from the duties listed above, the Audit Committee will ensure that arrangements are in
place for employees to raise concerns, in confidence, about possible wrongdoing in financial
reporting or other matters. The Audit Committee will commission and review the findings of
internal investigations into such matters or matters where there is any suspected fraud or
irregularity, or failure of internal controls, or infringement of any law, rule or regulation which
has or is likely to have a material impact on our Groups operating results and financial
position. The Audit Committee will also ensure that the appropriate follow-up actions are
taken.
Our Group has an in-house internal audit department for reviewing and implementing
appropriate internal controls, including in respect of financial, operational and compliance
risks. Following our listing on the SGX-ST, the in-house internal audit department will report to
our Audit Committee who will approve the internal audit policies and plans. Our Audit
Committee will review the effectiveness of the internal audit function and, where deemed
necessary, expand the internal audit function to ensure its effectiveness within our Group.
Our Board, after making all reasonable enquiries, with the concurrence of our Audit
Committee, is of the opinion that our internal controls are adequate to address the financial,
operational and compliance risks.
Nominating Committee
Our Nominating Committee comprises Ms. Lien Siaou-Sze, Mr. Handojo Santosa and Mr. Liu
Chee Ming. The Chairwoman of our Nominating Committee is Ms. Lien Siaou-Sze.
The Nominating Committee is responsible for:
(a)
making recommendations to our Board of Directors on relevant matters relating to

(i) the review of board succession plans for directors, in particular, our Chairman and
the Chief Executive Officer, (ii) the reviewing of training and professional development
programs for our Board and (iii) the appointment and re-appointment of our Directors
(including alternate Directors, if applicable);
(b)
reviewing and determining annually, and as and when circumstances require, if a

Director is independent, in accordance with the Code of Corporate Governance 2012
(the Code) and any other salient factors;
(c)
reviewing the composition of our Board of Directors annually to ensure that our Board
of Directors and our Board committees comprise Directors who as a group provide an
appropriate balance and diversity of skills, expertise, gender and knowledge of our
Company and provide core competencies such as accounting or finance, business or
management experience, industry knowledge, strategic planning experience and
customer-based experience and knowledge; and
(d)
where a Director has multiple board representations, deciding whether the Director is
able to and has been adequately carrying out his duties as Director, taking into
consideration the Directors number of listed company board representation and other
principal commitments.
In addition, our Nominating Committee will make recommendations to our Board of Directors
on the development of a process for evaluation and performance of the Board, its board
167
committees and directors. In this regard, our Nominating Committee will decide how our
Board of Directors performance is to be evaluated and propose objective performance criteria
which address how our Board of Directors has enhanced long-term shareholder value. The
Nominating Committee will also implement a process for assessing the effectiveness of our
Board of Directors as a whole and our Board committees and for assessing the contribution of
our Chairman and each individual Director to the effectiveness of our Board of Directors. Our
Chairman will act on the results of the performance evaluation of our Board of Directors, and
in consultation with our Nominating Committee, propose, where appropriate, new members to
be appointed to our Board of Directors or seek the resignation of Directors.
Each member of the Nominating Committee is required to abstain from voting, approving or
making a recommendation on any resolutions of the Nominating Committee in which he has a
conflict of interest in the subject matter under consideration.
Nominating Committees view of our Independent Directors
The Nominating Committee, having taken into consideration the following:
(a)
the number of listed company directorships by each of our Independent Directors;
(b)
the principal commitments of our Independent Directors;
(c)
the confirmations by our Independent Directors stating that they are each able to
devote sufficient time and attention to the matters of our Company;
(d)
the confirmations by our Independent Directors that each of them is not accustomed or
under an obligation, whether formal or informal, to act in accordance with the
directions, instructions or wishes of any Controlling Shareholder, has no relationship
with our Company, its related corporations or with any directors of these corporations,
its 10.0 per cent. Shareholders or its officers that could interfere or be reasonably
perceived to interfere, with the exercise of his or her independent business judgment
with a view to the best interests of our Company;
(e)
our Independent Directors working experience and expertise in different areas of

specialization; and
(f)
the composition of the Board,
is of the view that (i) each of our Independent Directors is individually and collectively able to
devote sufficient time to the discharge of their duties and are suitable and possess relevant
experience as Independent Directors of our Company and (ii) our Independent Directors, as a
whole, represent a strong and independent element on the Board which is able to exercise
objective judgment on corporate affairs independently from the controlling shareholders.
Mr. Goh Geok Khim is the Non-Executive Chairman of Boardroom Limited and is, by virtue of
Section 4 of the SFA, deemed to be interested in 81.28% in the issued and paid-up ordinary
share capital of Boardroom Limited. Boardroom Limited is the sole shareholder of Boardroom
Corporate & Advisory Services Pte. Ltd. (Boardroom), which has been appointed as our
Share Registrar and Share Transfer Agent on normal commercial terms and on an arms
length basis. Mr. Goh Geok Khim will abstain from and will not be involved in any decision of
our Board in relation to any transactions or dealings with Boardroom. The Board has reviewed
the independence of Mr. Goh Geok Khim and, having considered the nature of the
relationship and transaction and the factors considered in the appointment of Boardroom, is
satisfied that the relationship described above will not interfere with Mr. Gohs exercise of his
independent judgment and ability to act with regard to the interests of Shareholders.
168
Remuneration Committee
Our Remuneration Committee comprises Ms. Lien Siaou-Sze, Mr. Hendrick Kolonas and
Mr. Ng Quek Peng. The Chairwoman of our Remuneration Committee is Ms. Lien Siaou-Sze.
Our Remuneration Committee is responsible for:
(a)
reviewing and recommending to our Board of Directors, in consultation with the

Chairman of our Board of Directors, for endorsement, a comprehensive remuneration
policy framework and guidelines for remuneration of our Directors, the Chief Executive
Officer and other persons having authority and responsibility for planning, directing and
controlling the activities of our Company (Key Management Personnel);
(b)
reviewing and recommending to our Board of Directors, for endorsement, the specific
remuneration packages for each of our Directors and Key Management Personnel;
(c)
reviewing and approving the design of all share option plans, performance share plans
and/or other equity based plans;
(d)
in the case of service contracts, reviewing our Companys obligations arising in the
event of termination of the executive Directors or Key Management Personnels
contracts of service, to ensure that such contracts of service contain fair and
reasonable termination clauses which are not overly generous, with a view to being fair
and avoiding the reward of poor performance; and
(e)
approving performance targets for assessing the performance of each of the Key
Management Personnel and recommend such targets as well as employee specific
remuneration packages for each of such Key Management Personnel, for
endorsement by our Board of Directors.
Our Remuneration Committee also periodically considers and reviews remuneration

packages in order to maintain their attractiveness, to retain and motivate our Directors to
provide good stewardship of our Company and key executives to successfully manage our
Company, and to align the level and structure of remuneration with the long-term interests
and risk policies of our Company.
If a member of our Remuneration Committee has an interest in a matter being reviewed or
considered by our Remuneration Committee, he will abstain from voting on the matter.
ARRANGEMENTS OR UNDERSTANDING
None of our Directors or Executive Officers has any arrangement or understanding with any
of our Substantial Shareholders, customers or suppliers or other person pursuant to which
such Director or Executive Officer was appointed as a Director or as an Executive Officer.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The compensation, in remuneration bands of S$250,000, paid to our Directors and the
Executive Officers for services rendered to us in all capacities on an aggregate basis in the
financial years ended December 31, 2012 and 2013 and the estimated amount of
compensation to be paid for the current financial year ending December 31, 2014, is as
follows:
Directors
Mr. Goh Geok Khim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Handojo Santosa(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Hendrick Kolonas(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Tan Yong Nang(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169
FY2012(1)
FY2013(2)
FY2014
Estimated(3)(4)
H
D
G
H
C
G
A
G
E
F
FY2012(1)
FY2013(2)
FY2014
Estimated(3)(4)
B
-
B
-
C
A
A
A
F
D
D
D
B
F
F
D
D
B
B
C
C
C
B
Mr. Kevin Monteiro(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Mr. Ng Quek Peng . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ms. Lien Siaou-Sze . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Liu Chee Ming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Officers
Mr. Bambang Budi Hendarto(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Edgar Dowse Collins(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Peter Chin Chi Kee(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ms. Christina Chua Sook Ping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Jasper Tan Kai Loon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes:
(1)
Based on the year end exchange rates for FY2012, which are S$1:IDR8,016.14, S$1:AUD0.7884, S$1:INR45.0232,
USD1:S$1.2216.
(2)
Based on the year end exchange rates for FY2013, which are S$1:IDR9,621.54, S$1:AUD0.8874, S$1:INR48.9118,
USD1:S$1.2624.
(3)
Based on the exchange rates as at March 31, 2014, which are S$1:IDR9,011.70, S$1:AUD0.8574, S$1:INR47.4990,
USD1:S$1.2583.
(4)
The estimated amount of remuneration excluded any bonus or profit-sharing plan or any other profit-linked agreement or
arrangement payable for the financial year ended December 31, 2014 as such bonuses are variable in nature.
(5)
Mr. Handojo Santosa receives his remuneration in a combination of IDR, USD and SGD.
(6)
Mr. Hendrick Kolonas receives his remuneration in a combination of IDR and SGD.
(7)
Mr. Tan Yong Nang receives his remuneration in a combination of USD and SGD.
(8)
Mr. Kevin Monteiro receives his remuneration in a combination of IDR and USD.
(9)
Mr. Bambang Budi Hendarto receives his remuneration in IDR.
(10) Mr. Edgar Dowse Collins receives his remuneration in a combination of AUD and USD.
(11) Mr. Peter Chin Chi Kee receives his remuneration in USD.
Remuneration bands:
A refers to remuneration below the equivalent of S$250,000.
B refers to remuneration between the equivalent of S$250,001 and S$500,000.
C refers to remuneration between the equivalent of S$500,001 and S$750,000.
D refers to remuneration between the equivalent of S$750,001 and S$1,000,000.
E refers to remuneration between the equivalent of S$1,000,001 and S$1,250,000.
F refers to remuneration between the equivalent of S$1,500,001 and S$1,750,000.
G refers to remuneration between the equivalent of S$2,250,001 and S$2,500,000.
H refers to remuneration between the equivalent of S$3,000,001 and S$3,250,000.
Compensation includes benefits in kind and any deferred compensation accrued for the
relevant financial year and payable at a later date. The estimated amount of compensation
payable in the current financial year excludes any bonus or profit-sharing plan or any other
profit-linked agreement or arrangement.
The total compensations of Mr. Handojo Santosa and Mr. Tan Yong Nang have been derived
after considering market data, to keep our compensation packages competitive and current.
Our compensation packages for Mr. Handojo Santosa and Mr. Tan Yong Nang comprise a
fixed base salary and a variable bonus component. The bonus component is measured
annually against a set of qualitative (such as strategy and leadership) and quantitative (such
as our Groups revenue and net income margin) performance indicators to determine the
amount of bonus to be paid out. This is in line with our emphasis that our Companys overall
performance (which contributes to the determination of the bonus component) is a significant
indicator of their performance. Mr. Handojo Santosas bonus component is about 20% of his
total compensation and that of Mr. Tan Yong Nangs is about 40%, reflecting the different
roles they play in our Group, Mr. Handojo Santosas role being more strategic and
consultative and Mr. Tan Yong Nangs role being more operational.
Except as set out above, as of the date of this Prospectus, our Company does not have in
place any formal bonus or profit-sharing plan or any other profit linked agreement or
arrangement with any of its employees, and bonuses are expected to be paid on a
discretionary basis.
170
PENSION AND RETIREMENT BENEFITS

Other than amounts set aside or accrued for compliance with the applicable laws of the
jurisdictions in which we operate and as disclosed in the Managements Discussion and
Analysis of Financial Condition and Results of OperationPrincipal Components of our
Combined Statement of Profit and Loss and Other Comprehensive IncomeAdministrative
Expenses, no amounts have been set aside or accrued by our Company or our subsidiaries
to provide for pension, retirement or similar benefits for our employees.
SERVICE AGREEMENTS
Our Company has entered into separate service agreements (each, a Service Agreement)
with each of our Executive Directors namely, Mr. Handojo Santosa, Mr. Tan Yong Nang and
Mr. Kevin John Monteiro. The Service Agreements will take effect from the Listing Date and
shall continue thereafter for a period of three (3) years (the Initial Term) and thereafter
continue from year to year. The Service Agreements shall be effective for the Initial Term and
may not be terminated by either party by giving notice of termination during the Initial Term.
After the expiry of the Initial Term, each Service Agreement may be terminated by either party
with six (6) months notice. Notwithstanding the foregoing, we may also forthwith terminate
their Service Agreements if they, amongst other things, are guilty of any dishonesty, gross
misconduct, or material breach of the Service Agreement, or if the Executive Director acts in a
manner that is likely to bring himself and/or any member of our Group into disrepute.
Save in respect of costs covered by their monthly transport allowance of S$1,500, the
Executive Directors will be reimbursed for all travelling, accommodation, entertainment and
other out-of-pocket expenses reasonably incurred by them in the discharge of their duties on
behalf of our Group.
Directors fees do not form part of the terms of the Service Agreements as these require the
approval of Shareholders in our Companys annual general meeting.
Save as disclosed above, there are no existing or proposed service agreements between our
Company, our subsidiaries and any of our Directors. None of our Directors has entered, or
proposes to enter, into any service agreement with our Company or any subsidiary or
subsidiary entity of our Company which provides for benefits upon termination of employment.
RESERVED SHARES
Out of the International Offer and subject to compliance with applicable laws and regulations,
up to 22,500,000 Offering Shares will be reserved for subscription by our directors,
employees and business associates and others who have contributed to the success and
development of our Group.
The Reserved Shares will be offered on the same terms as the other Offering Shares in the
International Offer. If any of the Reserved Shares are not taken up, they will be made
available to satisfy over-subscription (if any) for the Offering Shares in the International Offer
and/or the Singapore Public Offer.
Upon application by and successful allocation of these Reserved Shares to our Directors,
their respective shareholdings immediately following the completion of the Offering will be the
actual number of Offering Shares (including Reserved Shares) applied for by them and
allocated to them.
The number of Shares set aside for our Directors represent 15.2 per cent. of the aggregate
number of Reserved Shares.
171
The following table sets out the Reserved Shares allocated to our Directors:
Name of Director
Number of
Reserved
Shares(1)
Percentage of our
issued Shares
immediately after
the Offering(2)
Mr. Goh Geok Khim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Mr. Handojo Santosa @ Kang Kiem Han . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Hendrick Kolonas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Tan Yong Nang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Kevin John Monteiro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Ng Quek Peng . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ms. Lien Siaou-Sze . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Liu Chee Ming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
500,000
1,500,000
500,000
625,000
300,000
0.03%
0.09%
0.03%
0.04%
0.02%
Notes:
(1)
Our Directors may also apply for additional Offering Shares under the Offering (including unsubscribed Reserved Shares).
(2)
Assuming that all our Directors take up their allocation of their respective Reserved Shares and assuming the Overallotment Option is not exercised.
172
MATERIAL INDEBTEDNESS
INDEBTEDNESS
To fund our working capital and capital expenditure requirements, we have entered into
various loan and facility agreements with various financial institutions and issued debt
securities.
The Company believes that the financial covenants / restrictions in the various loan and
facility agreements have been negotiated to ensure that our Group can carry on with its
business in the ordinary course. To ensure our Groups compliance with the bank covenants,
these are monitored by all the financial controllers of the various business segments of our
Group on a regular basis. If there is a risk of a breach of any of the covenants under such
facilities, the Chief Financial Offer and/or the corporate finance team looking after banking
relations will engage with the respective lender to obtain a waiver or relaxation of the
covenant. To the best of the Companys knowledge, there has not been any material breach
of the material banking facilities currently entered into by entities within our Group. Set forth
below is a summary of the material terms and conditions of certain of these material loans
and other material indebtedness.
US Dollar-Denominated Senior Notes Due 2018
On May 2, 2013, Comfeed Finance B.V (the Notes Issuer), a wholly-owned subsidiary of
PT Japfa, issued senior notes denominated in U.S. dollars with a nominal value of US$225
million due 2018 (the Notes). The Notes bear interest at 6.0% per annum and are
unconditionally and irrevocably guaranteed by PT Japfa and certain of its subsidiaries. The
Notes mature on May 2, 2018.
The Notes are redeemable in certain circumstances, prior to May 2, 2016, at the Notes
Issuers option, at a redemption price equal to 100% of the principal amount of the Notes
redeemed plus a premium and plus accrued and unpaid interest. In addition, in the event of a
change of control1 of the Notes Issuer, the Notes Issuer is required to make an offer to
repurchase all Notes then outstanding at a purchase price equal to 101% of their principal
amount plus accrued and unpaid interest. The Notes are also redeemable, at the option of the
Notes Issuer in the event of certain changes affecting taxes of The Netherlands or the
Republic of Indonesia (or certain other jurisdictions).
Pursuant to the terms of the Notes, PT Japfa and its subsidiaries (including the Notes Issuer)
are subject to certain financial and other covenants. Among other things, these covenants
limit PT Japfas (and, where applicable, its subsidiaries) ability to:
pay dividends, unless such dividend payments do not exceed 50% of PT Japfas
consolidated net income and meet certain other conditions;
repurchase shares of capital stock of PT Japfa or its subsidiaries and make certain other
restricted payments;
incur additional indebtedness;
issue preferred stock;
sell the capital stock of PT Japfas subsidiaries or, in the case of PT Japfas subsidiaries,
issue additional capital stock;
sell, transfer or otherwise dispose of assets;
merge or enter into an amalgamation of business with another entity;
Including the situation where any person or group who is or becomes a beneficial owner of the total voting power of the
shares of PT Japfa greater than the voting power held beneficially by Handojo Santosa and his affiliates (as contemplated
under the Notes)
173
enter into transactions with related parties (which could constitute interested person
transactions for the purposes of Chapter 9 of the Listing Manual) unless such relatedparty transactions (as they are defined in the covenant) be entered into on terms that are
fair and reasonable and that are no less favorable to PT Japfa (and, where applicable, its
subsidiaries) than those that would have been obtained in a comparable arms-length
transaction with an unrelated party;
incur liens;
enter into sale and leaseback transactions; and
engage in other businesses.
As of March 31, 2014, US$225 million was outstanding on the bonds.

Rupiah Bond
In January and February, 2012, PT Japfa issued two tranches of bonds totaling
Rp.1,500.0 billion (US$155.1 million) of Rupiah denominated bonds. The bonds mature on
January 12, 2017 and February 1, 2017, respectively, and bear interest at a rate of 9.90% per
annum. Interest is payable quarterly and principal is payable on maturity. Pursuant to the
bonds, we are subject to certain financial and restrictive covenants, including the
maintenance of certain current ratios, debt-to-equity ratios and EBITDA-to-interest ratios. As
of March 31, 2014, approximately Rp.1.5 billion (US$130.9 million) was outstanding on the
bonds.
Bank Facilities
Singapore
Credit Suisse AG, Singapore Branch (Credit Suisse)
On April 9, 2012, the Company obtained a credit facility from Credit Suisse for up to
US$25 million, which was subsequently increased to US$40 million. The facility bears interest
at a rate of 5.50% above the cost of funds per annum, and has a maturity date of April 15,
2015. The facility was most recently amended on September 24, 2013. Prior to that, the
facility was increased to US$40 million on April 11, 2013, and amended on September 2,
2013, April 30, 2013 and April 11, 2013. The purpose of the credit facility is to finance the
Companys working capital, general investments and corporate requirements. The loan is
collateralized by, inter alia, a pledge over a portion of PT Japfas shares. The terms of the
facility require the Company to use its best endeavors to ensure that no change in control of
PT Japfa occurs at any time. A change of control in the facility is defined where any person
or group of persons gains controls or directly or indirectly becomes the beneficial owner of
more than 50.1% of PT Japfas issued share capital.
Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International),
Singapore Branch (Rabobank Singapore)
On April 10, 2014, the Company obtained a bridge loan facility from Rabobank Singapore for
up to the maximum aggregate principal amount of US$30 million, the purpose of which is to
finance our Groups working capital and general corporate requirements. Each loan utilization
under this facility shall be in the minimum amount of US$5 million (or if less, the remaining
unutilized amounts under this facility) provided that the aggregate of all loans under this
facility must not at any time exceed US$30 million. This facility was fully drawn down by the
Company on June 30, 2014. The interest rate is 3.0% per annum over the prevailing
Rabobank Singapores cost of funds for interest periods of one month. The facility matures
within nine months from the effective date or one month after the initial public offer of the
Company, whichever date is earlier, and the Company will utilize the proceeds from the initial
public offering to repay the bridge loan facility. See Use of Proceeds.
174
Under this facility, the Company has to ensure that:
its consolidated net worth to total assets in respect of any relevant period shall not to be
less than 20%,
its consolidated total debt to consolidated EBITDA in respect of any relevant period shall
not be more than the ratio of 4:1
it will continue to own more than 50% of the voting shares (whether directly or indirectly)
and maintain management control in each of PT Japfa, AIH, Jupiter Foods Pte Ltd, Japfa
Vietnam Investments Pte Ltd and any other subsidiary whose EBITDA on a consolidated
basis represents 10% or more of the consolidated EBITDA of our Group or has a paid up
share capital of at least US$35 million (or its equivalent in other currencies), and
the beneficial owners of the shareholders of the Company (which will not include
Tasburgh Limited once the Company is able to provide evidence reasonably satisfactory
to Rabobank Singapore that Tasburgh Limited is no longer a shareholder of the
Company) will continue to own more than 50% of the voting shares (whether directly or
indirectly) in the Company and maintain management control over the Company at all
times.
There are restrictions on the Companys ability to create or permit the creation of any
negative pledges over its and its related corporations assets, and restrictions on the
Companys and its related corporations (a) right to dispose its assets and (b) plans for
amalgamation, demerger, merger, consolidation or corporation reconstruction save for certain
exceptions.
On September 12, 2013, the Company obtained a term loan facility from Rabobank
Singapore for US$30 million, the purpose of which was to finance the expansion of our
Groups swine farming operations in Vietnam through the grant of shareholder loans to JCVN,
JCLA and JCBT, who are all guarantors under the facility. The term of the loan is 36 months
and will be repaid in stages, in accordance with the repayment schedule. The term loan
facility is secured by, inter alia, (a) a corporate guarantee executed by the guarantors; (b) a
mortgage of the equity interests owned by the obligors under the facility in each of the
guarantors; (c) the assignment of shareholders loan agreements between the Company and
the guarantors; and (d) a mortgage over the swine livestock owned by certain of the
guarantors in Vietnam. The Company has to ensure that it will maintain at all times (a) its
100% shareholding interests (whether directly or indirectly) in each of the guarantors, (b) at
least 85% shareholding interests (whether directly or indirectly) in Japfa Hypor Genetics
Company Limited, and (c) more than 50% shareholding interests (whether directly or
indirectly) in PT Japfa.
On December 9, 2011, Annona Pte Ltd (Annona) obtained a loan facility from Rabobank
Singapore for US$15 million, later increased to US$35 million, which is to be used for short
term working capital financing of up to 120 days to finance the purchase of feed products. The
facility limit was most recently increased on June 25, 2013 when it was increased to
US$35 million and matures on September 30, 2014. The facility limit was previously
increased on February 13, 2012 and November 6, 2012. The facility is collateralized by, inter
alia, (a) a deed of charge executed by the borrower, (b) a guarantee and indemnity executed
by the Company and (c) an insurance policy naming Rabobank Singapore, as loss payee.
Indonesia
PT Bank Central Asia Tbk (BCA)
On October 8, 2010, PT Japfa obtained a working capital loan facility from BCA for
Rp.250 billion for a term of 12 months. In October 2011, the loan amount was increased to
Rp.541 billion and the purpose was to settle PT Japfas debt to other banks through
syndicated loans coordinated by BNP Paribas Singapore. This loan is collateralized by, inter
175
alia, PT Japfas trade accounts receivable and certain of its land, building and machinery and
its subsidiary, PT Suri Tani Pemukas receivables, machineries and equipments. This facility
matures on October 20, 2015. Under this facility, PT Japfa is obliged to ensure that the
Santosa Family maintains, directly and indirectly, more than 50% of the shareholding in
PT Japfa.
On November 11, 2011, PT Vaksindo Satwa Nusantara, a subsidiary of PT Japfa, obtained
two credit facilities under deed from BCA, (a) one investment credit facility for up to
Rp.10 billion to fund PT Vaksindo Satwa Nusantaras project and (b) a local credit facility for
up to Rp.10 billion for working capital. On January 18, 2013, BCA granted a second
investment credit facility for up to Rp.15 billion to PT Vaksindo Satwa Nusantara. The facilities
are collaterized by, inter alia, land, facility, machineries and equipments of PT Vaksindo
Satwa Nusantara in Bogor. The first investment credit facility and the local credit facility
mature 72 months following the date of the first drawdown while the second investment credit
facility matures 78 months from July 1, 2013. Under this facility, PT Japfa is obliged to ensure
that the Santosa Family maintains, directly and indirectly, more than 50% of the shareholding
in PT Japfa.
PT Bank Mandiri (Persero) Tbk (Bank Mandiri)
In July 2004, PT Bintang Terang Gemilang (BTG), a subsidiary which merged into PT Japfa
in 2011, obtained a working capital loan facility from Bank Mandiri, for Rp.70 billion, which
was later increased to Rp.111 billion. The facility has a term of 12 months. This facility is
collateralized with, inter alia, trade accounts receivables, inventories and land and buildings.
In April 2011, this facility was transferred to PT Japfa following the merger.
In June 2010, PT Multiphala Agrinusa (MAG), a subsidiary which merged into PT Japfa in
2011, obtained a working capital loan (KMK) consisting of fixed loan and revolving loan
facilities from Bank Mandiri, for Rp.100 billion and Rp.50 billion, respectively, with a term of
12 months. These facilities were transferred to PT Japfa on the effective date of merger of
MAG into the Company.
On April 19, 2011, PT Japfa obtained several loan facilities from Bank Mandiri consisting of
KMK Fixed Loan (FL) with maximum loanable amount of Rp 150 billion, KMK Revolving (RL)
with maximum loanable amount of Rp 50 billion, Non Cash Loan (NCL) sublimit of Trust
Receipt (TR) with maximum loanable amount of US$2 million, and Treasury Line (TL) with
maximum loanable amount of US$5 million. PT Japfa started using the FL and RL facilities on
April 20, 2011 as working capital. These facilities were novation from MAG and BTG,
subsidiaries, which have been merged with PT Japfa on January 1, 2011.
On November 27, 2012, the KMK Fixed Loan increased to Rp 250 billion and KMK Revolving
increased to Rp 150 billion. On April 23, 2013, KMK Fixed Loan changed to KMK Mandiri Plus
Non Revolving. These loan facilities have been extended several times, the latest is until
April 23, 2015. These facilities are collateralized with, inter alia, short-term investmenttime
deposits, trade accounts receivables, inventories, breeding livestocks and certain property,
plant and equipment owned by PT Japfa.
On October 25, 2011, PT Multibreeder Adirama Indonesia Tbk (MBAI), a subsidiary which
merged into PT Japfa in 2012, obtained a KMK revolving loan facility with a maximum amount
of Rp.130 billion and a KMK revolving fixed loan facility for Rp.70 billion from Bank Mandiri,
which were used for working capital purposes. Since July 1, 2012, the effective date of
merger of MBAI into PT Japfa, these facilities have been transferred to PT Japfa. On
October 22, 2012, the limits were increased to Rp.100 billion for each facility. On
November 27, 2012, the KMK revolving fixed loan was increased to Rp.250 billion and the
KMK revolving loan was increased to Rp.150 billion. On July 24, 2014, a KMK revolving fixed
loan (tranche B) of Rp.300 billion was granted. On April 23, 2013, the KMK revolving fixed
loan was amended to a KMK Mandiri plus/non-revolving loan. Both the KMK Mandiri plus/
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non-revolving loan and KMK revolving loan bear interest at 10.0% per annum and mature on
April 23, 2015. The KMK revolving fixed loan (tranche B) matures on June 23, 2017.
PT Bank CIMB Niaga Tbk (CIMB Niaga)
On July 21, 2010, MBAI, a subsidiary which merged into PT Japfa in 2012, obtained credit
facilities from CIMB Niaga for Rp.300 billion, which consist of a special loan transaction
(PTK), overdraft loan (PRK) and fixed loan (PT). The PTK loan bears interest at a
floating rate per annum and matures on August 24, 2014. The PRK facility limit has been
increased to Rp.100 billion and the PT facility limit has been increased to Rp.200 billion. The
PRK and PT facilities bear interest at rates of 12.0% and 10.75% respectively per annum and
mature on October 21, 2014. Since July 1, 2012, effective date of merger of MBAI into PT
Japfa, these facilities have been transferred to PT Japfa.
PT Bank Rakyat Indonesia (Persero) Tbk (BRI)
In June 2007, PT Santosa Agrindo (SA) obtained a working capital loan facility from BRI for
Rp.108 billion, which was subsequently increased to Rp.198 billion and later decreased to
Rp.98 billion. This facility is collateralized by, inter alia, trade accounts receivables,
inventories, machinery and equipment and land and buildings. The term of this loan has been
from time to time extended, most recently to September 21, 2014.
In June 2007, SA obtained a working capital loan facility from BRI for Rp.30 billion, which was
increased to Rp.144 billion and had an original term of 12 months. This facility is collateralized
by trade accounts receivable, inventories, machinery and equipment and land. The term of
this loan has been extended several times, most recently to September 21, 2014.
On October 16, 2012, AAS obtained a working capital loan facility from BRI for Rp.50 billion,
an import working capital loan facility for Rp.100 billion, a forex line facility up to US$5 million
and a bank guarantee of Rp.15 billion. They are collateralized by, inter alia, trade accounts
receivable, inventories, machinery and equipment and land. The loans bear interest at
10.50% per annum for the working capital loan facility and import working capital loan facility,
renewable at any time, and mature on October 16, 2014except for forex line facility which
matures six months after such transaction is conducted. There is a restriction on the change
of shareholding composition of AAS without the prior consent of BRI.
In May 2008, PT Japfa obtained a working capital loan facility from BRI for Rp.110 billion
which has been extended from time to time, most recently to August 7, 2014. In August 2010,
the limit was increased to Rp.270 billion. The loan is collateralized by, inter alia, accounts
receivables, land, building, inventory, machinery, site facilities and equipment owned by the
company and land, building, machinery, equipment, stable and plant owned by PT Wabin
Jayatama.
PT Bank Rabobank International Indonesia
On April 16, 2010, PT Japfa obtained a spot and forward foreign exchange facility, to
accommodate PT Japfas foreign exchange transaction or hedging requirement for up to
US$25 million. The facilities are available until August 29, 2014.
On May 31, 2011, PT So Good Food (SGF) obtained a loan facility from PT Bank Rabobank
International Indonesia which consists of an uncommitted revolving facility for up to
US$15 million for working capital purposes. This facility bears an interest rate of cost of fund
plus 2.25% per annum and is collateralized with trade accounts receivable, inventories,
machinery and land owned by the SGF and a pledge of shares over all shares in SGF owned
by Jupiter Foods Pte. Ltd., and the Company. The facility will mature on September 28, 2014.
On May 31, 2011, SGF obtained a loan facility from PT Bank Rabobank International
Indonesia which consists of 5-year committed amortizing term loan facility for up to
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US$35 million for general corporate funding and capital expenditure. This facility will mature
on March 9, 2016 and bears an interest rate of the PT Bank Rabobank International
Indonesias cost of funds plus 2.25% per annum. This loan is collateralized by, inter alia,
SGFs trade accounts receivable, inventories, machinery and land and a pledge of shares
over all shares in SGF owned by Jupiter Foods Pte. Ltd. and the Company.
On December 3, 2013, SGF obtained a loan facility from PT Bank Rabobank International
Indonesia which consists of a 5-year committed amortizing term loan facility for up to
Rp 500,000,000,000, for general corporate funding, capital expenditures and working capital
requirement. This facility will mature on December 9, 2018 and bears an interest rate of the
PT Bank Rabobank International Indonesias cost of funds plus 2% per annum. This loan is
collateralized by, inter alia, fiducia, machinery and equipment owned by SGF, a pledge of
shares over all shares in SGF owned and corporate guarantees from the Company, Jupiter
Foods Pte. Ltd., and PT So Good Food Manufacturing.
In respect of the above facilities SGF had obtained from PT Bank Rabobank International
Indonesia, SGF had undertaken to maintain that Handojo Santosa, his siblings and each of
his and their immediate family and their respective family and family trusts shall retain directly
or indirectly more than 50.0% shareholding and controlling interest in the Company.
PT Bank DBS Indonesia (Bank DBS)
On August 12, 2010, PT Japfa and PT Suri Tani Pemuka (STP), a subsidiary of the
Company obtained Letter of Credit, Trust Receipt, and Account Payable Financing facilities
from Bank DBS for raw materials purchases up to the amount of US$20 million, with a term of
120 days. On May 5, 2011, the limit was increased to US$40 million. On November 11, 2011,
the limit was changed to Rp.360 billion. This facility bears interest at DBSs cost of funds plus
2% and has been extended until August 12, 2014.
PT Bank Pan Indonesia Tbk (Bank Panin)
On May 3, 2011, PT Japfa and STP obtained a joint borrower facility from Bank Panin which
consisted of a letter of credit sublimit and a revolving loan for up to Rp.150 billion. The facility
will mature on August 20, 2014. These facilities are collateralized with trade accounts
receivable and inventories owned by STP.
PT Bank ICBC Indonesia (Bank ICBC)
On February 25, 2013, PT Japfa and STP obtained a working capital facility from Bank ICBC
for up to Rp.130 billion, which will be used for the working capital purposes. The working
capital facility consists of (a) a fixed loan on demand facility for up to Rp.40 billion, (b) a fixed
loan on demand facility for up to Rp.40 billion and (c) fixed loan on demand for up to
Rp.50 billion. The working capital facility will mature on February 25, 2015. The facilities bear
floating interest rate of 10.75% per annum and are collateralized with trade accounts
receivable, inventory, land, building, machinery and equipment, owned by PT Japfa and STP.
China
PT Bank Mandiri (Persero) Tbk Shanghai Branch (Bank Mandiri), Rabobank Nederland
Beijing Branch and DBS Bank (China) Limited, Tianjin Branch
On December 20, 2013, Dongying AustAsia Modern Dairy Farm Co., Ltd., Taian AustAsia
Modern Dairy Farm Co., Ltd., Dongying Xianhe AustAsia Modern Dairy Farm Co., Ltd. and
Dongying Shenzhou AustAsia Modern Dairy Farm Co., Ltd., subsidiaries of the Company,
entered into a facility agreement with Bank Mandiri, Rabobank Nederland Beijing Branch and
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DBS Bank (China) Limited, Tianjin Branch for the following facilities, each for a term of
60 months:
Lender
Facility A
(US$)
Commitment
Facility A
(RMB)
Commitment
Facility B
(US$)
Commitment
Facility B
(RMB)
Commitment
Bank Mandiri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000

Nil 17,000,000
Nil
DBS Bank (China) Limited, Tianjin Branch . . . . . .
Nil 185,000,000
Nil 105,000,000
Rabobank Nederland, Beijing Branch. . . . . . . . . . . . 30,000,000
Nil 17,000,000
Nil
These facilities are used for refinancing existing indebtedness, repayment of shareholder
loans where such repaid shareholder funds are applied towards funding the capital
expenditure of the farms designated by the borrowers and in respect of Dongying Shenzhou
AustAsia Modern Dairy Farm Co., Ltd., financing its capital expenditure. The facilities mature
on December 20, 2018.
In relation to the above credit facilities, no dividends or payments to shareholders may be
made unless certain financial ratios are met, including the ratio of their combined Financial
Indebtedness to their combined EBITDA is equal to or lower than 1x and the covenants
concerning incurrence of indebtedness are satisfied. It will be an event of default, among
others, if (a) the Santosa Groups ultimate shareholding in the borrowers is not less than 40%,
(b) AIH holds less than 67% of the issued share capital or equity interest of each of the
borrowers or (c) the Santosa Group (which comprises Handojo Santosa, his siblings, and
each of their family members and family trusts and its affiliates) ceases to have management
control over the borrowers and AIH or be able to give directions with respect to the operating
and financial policies of the borrowers and AIH with which the directors or other equivalent
officers of the borrowers and AIH are obliged to comply.
Australia
National Australia Bank
On September 25, 2013, Japfa Santori Australia Pty Ltd (Japfa Santori Australia) obtained
(a) a management account overdraft for AUD1.5 million and (b) a flexible rate loan for
AUD20 million from National Australia Bank Limited. The flexible rate loan for AUD20 million
was used for the acquisition of the Riveren and Inverway cattle stations located in the
Northern Territory of Australia.
The interest rate in each case is a weighted average of four different rates as they apply from
time to time (a fixed amount, a flexible maturity fixed amount, a cap amount and a range
amount) and a default rate of 15.77% as of September 2013. The flexible rate loan expires on
October 31, 2023. Both facilities are secured by (a) a floating security interest over the assets
of Japfa Santori Australia, (b) a first mortgage over Riveren Station and Inverway Station,
(c) a stock mortgage and (d) a limited guarantee and indemnity for AUD5 million from
PT Japfa.
Other Facilities
Singapore
DBS Bank
On September 12, 2012, Annona Pte Ltd obtained a bills receivable purchase facility from
DBS Bank for up to US$20 million to be used to finance the purchase of raw materials and
feed products. On January 2, 2014, the bills receivable purchase facility was increased to
US$40 million. Interest on the facility is at the London Inter-Bank Offer Rate (LIBOR), plus
2% per annum and is subject to DBS Banks right of review. The facility is collateralized by
(a) a deed of charge over assets and receivables financed by DBS Bank; (b) a deed of
assignment of the borrowers shipping instructions and sales contracts and the proceeds
thereof; and (c) a corporate guarantee executed by the Company.
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PT Bank Mandiri (Persero) TbkSingapore Branch

On June 22, 2011, Annona obtained a loan facility from PT Bank Mandiri for US$20 million,
subsequently increased to US$60 million on July 5, 2013 and US$80 million on June 26,
2014, which is to be used for issuing irrevocable sight import letters of credit and trust receipt
financing for up to 90 days. The rate of interest ranges from 1 16% per month to 1.5% per
annum over the US$ cost of funds and/or LIBOR, depending on the type of financing and
matures in July 2015, subject to periodic review. The facility is secured by, inter alia, (a) a
corporate guarantee executed by the Company for US$80 million; (b) the accounts
receivables of Annona; and (c) a charge of deposit for a cash margin of 7.5% of the value of
the relevant import letter of credit/non-letter of credit/purchase documents and/or trust
receipts transacted or financed by PT Bank Mandiri.
Indonesia
PT Bank Permata Tbk (Bank Permata)
On August 13, 2010, IAG obtained an overdraft facility from Bank Permata for Rp.5 billion, a
revolving loan facility for Rp.40 billion and a letter of credit facility for US$1 million. These
facilities are used for working capital purposes and mature on August 13, 2013. In November
2011, the overdraft facility was increased to Rp.10 billion and the revolving loan was
increased to Rp.50 billion. The term of the facilities were extended to August 13, 2014, with
the inclusion of two term loans for Rp.45 billion and Rp.40 billion, respectively. These facilities
are collateralized by, inter alia, trade accounts receivables, inventories, machinery and
equipment and land.
In relation to all of the above credit facilities, IAG will have to ensure that the percentage of
PT Japfas and Salim Groups shareholding in IAG to be at least 50% each, directly or
indirectly.
PT Bank Central Asia Tbk (Jakarta branch)
On November 20, 2010, PT Japfa obtained a loan investment credit facility from PT Bank
Central Asia Tbk (Jakarta branch) for up to Rp.750 billion which was used to fully pay the
restructured debt to BNP Paribas, Singapore. The value of the restructured debt was
Rp.709 billion, and the balance of Rp.41 billion was used to increase the working capital
facility. This loan will mature on November 20, 2015 and bears interest rate of JIBOR +
1% per annum. This loan is collateralized with trade accounts receivable, machinery, land and
building.
UNDERTAKINGS
Each of Mr. Handojo Santosa and Ms. Rachel Anastasia Kolonas has undertaken to notify the
Company as soon as he or she becomes aware, of any share pledging arrangements relating
to the Shares held by the Scuderia Trust and the Capital Two Trust (directly and/or indirectly)
respectively and of any event which may result in a breach of the provisions under the
banking facilities where the shareholdings of the Controlling Shareholders are referenced.
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JAPFA LTD. SHARE-BASED INCENTIVES

AIH had implemented a share option scheme known as the AustAsia Subsidiaries
Employee Share Option Scheme (the AIH Share Option Scheme) which came into
effect on January 1, 2010 and, in conjunction with our listing on the Official List of the
SGX-ST, we have also implemented a performance share plan known as the Japfa
Performance Share Plan (the PSP). The rules of the AIH Share Option Scheme and our
PSP are set out in Appendix H and Appendix I of this Prospectus, respectively. These rules
comply with the requirements set out in the Listing Manual.
Prior to the preparation of our listing on the Official List of the SGX-ST, share-based
incentives were only available to employees of certain subsidiaries of AIH. In connection with
our listing on the Official List of the SGX-ST and so as to extend share-based incentives to
employees of our Group, we implemented the PSP. It is intended that employees of the AIH
ESOS Group participate in the AIH Share Option Scheme only, save as determined by the
Remuneration Committee on a case-by-case basis.
JAPFA PERFORMANCE SHARE PLAN
On July 23, 2014, our Shareholders approved a share scheme known as the Japfa
Performance Share Plan, the rules of which are set out in Appendix I of this Prospectus. The
PSP complies with the relevant rules as set out in Chapter 8 of the Listing Manual.
Capitalized terms as used throughout this section, unless otherwise defined, shall bear the
meanings as defined in Appendix IRules of the Japfa Performance Share Plan of this
Prospectus.
Objectives of the PSP
The objectives of the PSP are as follows:
(a)
foster an ownership culture within our Group which aligns the interests of our
employees with the interests of shareholders;
(b)
motivate participants of the PSP to achieve our key financial and operational goals;
and
(c)
make total employee remuneration sufficiently competitive to recruit and retain staff
having skills that are commensurate with our ambition to become a world-class
company.
Summary of PSP
A summary of the rules of the PSP is set out as follows:
(1)
Participants
Executive Directors and employees of our Group who have attained the age of twentyone (21) years and hold such rank as may be designated by our Remuneration
Committee from time to time shall be eligible to participate in the PSP.
Controlling Shareholders of our Company or Associates of such Controlling
Shareholders who meet the criteria above are also eligible to participate in the PSP if
their participation and awards are approved by independent Shareholders in separate
resolutions for each such person and for each such award.
The selection of a participant and the number of Shares which are the subject of each
award to be granted to a participant in accordance with the PSP shall be determined at
the absolute discretion of our Remuneration Committee, which shall take into account
criteria such as his rank, job performance and potential for future development, his
181
contribution to the success and development of our Group and, if applicable, the extent
of effort to achieve the performance target(s) within the performance period.
(2)
Administration
The PSP shall be administered by the Remuneration Committee with such powers and
duties conferred to it by the Board. A member of the Remuneration Committee who is
also a participant of the PSP must not be involved in its deliberation in respect of the
award granted or to be granted to him.
(3)
Size of PSP
The aggregate number of Shares which may be issued or transferred pursuant to
awards granted under the PSP, when aggregated with the aggregate number of
Shares over which options or awards are granted under any other share option
schemes or share plans of our Company, shall not exceed 15% of the total number of
issued Shares (excluding Shares held by our Company as treasury shares) from time
to time.
(4)
Maximum entitlements
Subject to the following, the aggregate number of Shares which may be issued or
transferred pursuant to awards granted under the PSP shall be determined by the
Remuneration Committee:
(5)
(a)
The aggregate number of Shares which may be issued or transferred pursuant

to Awards under the Plan to Participants who are Controlling Shareholders and
their Associates shall not exceed 25% of the Shares available under the Plan;
(b)
The number of Shares which may be issued or transferred pursuant to Awards

under the Plan to each Participant who is a Controlling Shareholder or his
Associate shall not exceed 10% of the Shares available under the Plan
Awards
Awards represent the right of a participant to receive fully paid Shares free of charge,
provided that certain prescribed performance targets (if any) are met and upon expiry
of the prescribed performance period.
Shares which are allotted and issued or transferred to a participant pursuant to the
release of an award shall not be transferred, charged, assigned, pledged or otherwise
disposed of, in whole or in part, during a specified period (as prescribed by our
Remuneration Committee in the award letter), except to the extent approved by our
Remuneration Committee.
(6)
Details of Awards
Our Remuneration Committee shall decide, in relation to each award to be granted to
a participant:
(a)
the date on which the award is to be granted;
(b)
the number of Shares which are the subject of the award;
(c)
the performance target(s) and the performance period during which such
performance target(s) are to be satisfied, if any;
(d)
the extent to which Shares, which are the subject of that award, shall be
released on each prescribed performance target(s) being satisfied (whether
182
fully or partially) or exceeded or not being satisfied, as the case may be, at the
end of the performance period; and
(e)
(7)
any other condition which our Remuneration Committee may determine in

relation to that award.
Timing of Awards
While our Remuneration Committee has the discretion to grant awards at any time in
the year, it is currently anticipated that awards would in general be made once a year.
An award letter confirming the award and specifying, inter alia, the number of Shares
which are the subject of the award, the prescribed performance target(s), the
performance period during which the prescribed performance target(s) are to be
attained or fulfilled and the schedule setting out the extent to which Shares will be
released on satisfaction of the prescribed performance target(s), will be sent to each
participant as soon as reasonably practicable after the making of an award.
(8)
Vesting of Awards
Subject to applicable law, our Company will deliver Shares to participants upon vesting
of their awards by way of either (i) an issue of new Shares; or (ii) a transfer of Shares
then held by our Company in treasury.
In determining whether to issue new Shares to participants upon vesting of their
awards, our Company will take into account factors such as (but not limited to) the
number of Shares to be delivered, the prevailing market price of the Shares and the
cost to our Company of issuing new Shares or delivering existing Shares.
The financial effects of the above methods are discussed below.
(9)
Termination of Awards
Special provisions in the rules of the PSP dealing with the lapse or earlier vesting of
awards apply in circumstances which include the termination of the participants
employment, the bankruptcy of the participant and the winding-up of the Company.
(10)
Rights of Shares arising

New Shares allotted and issued and existing Shares procured by our Company for
transfer on the release of an award shall be eligible for all entitlements, including
dividends or other distributions declared or recommended in respect of the then
existing Shares, the record date for which is on or after the relevant date of issue or,
as the case may be, delivery, and shall in all other respects rank pari passu with other
existing Shares then in issue.
(11)
Duration of the PSP

The PSP shall continue in force at the discretion of our Remuneration Committee,
subject to a maximum period of 10 years commencing on the date on which the PSP is
adopted by our Company in a general meeting, provided always that the PSP may
continue beyond the above-stipulated period with the approval of Shareholders in a
general meeting and of any relevant authorities which may then be required.
Notwithstanding the expiry or termination of the PSP, any awards made to participants
prior to such expiry or termination will continue to remain valid.
(12)
Abstention from voting

Shareholders who are eligible to participate in the PSP are to abstain from voting on
any shareholders resolution relating to the PSP and should not accept nominations as
183
proxy or otherwise for voting unless specific instructions have been given in the proxy
form on how the vote is to be cast.
Disclosures in Annual Reports
Details of, among other things, the number of Shares comprised in awards and the number of
Shares comprised in award which have vested will be disclosed in our annual reports.
Financial Effects of the PSP
The PSP is considered a share-based payment that falls under FRS 102 where participants
will receive Shares and the awards would be accounted for as equity-settled share-based
transactions, as described in the following paragraphs.
The fair value of employee services received in exchange for the grant of the awards would
be recognized as a charge to the income statement over the period between the grant date
and the vesting date of an award. The fair value per share of the awards granted will be
determined using an option pricing model. The significant inputs into the option pricing model
will include, inter alia, the share price as at the date of grant of the award, the risk-free interest
rate, the vesting period, volatility of the share and dividend yield. The total amount of the
charge over the vesting period is determined by reference to the fair value of each award
granted at the grant date and the number of Shares vested at the vesting date, with a
corresponding credit to the reserve account. Before the end of the vesting period, at each
accounting year end, the estimate of the number of awards that are expected to vest by the
vesting date is revised, and the impact of the revised estimate is recognized in the income
statement with a corresponding adjustment to the reserve account. After the vesting date, no
adjustment to the charge to the income statement is made.
The amount charged to the income statement also depends on whether or not the
performance target attached to an award is measured by reference to the market price of the
Shares. This is known as a market condition. If the performance target is a market condition,
the probability of the performance target being met is taken into account in estimating the fair
value of the award granted at the grant date, and no adjustments to the amounts charged to
the income statement are made whether or not the market condition is met. However, if the
performance target is not a market condition, the fair value per share of the awards granted at
the grant date is used to compute the amount to be charged to the income statement at each
accounting date, based on an assessment by our Chief Financial Officer at that date of
whether the non-market conditions would be met to enable the awards to vest. Thus, where
the vesting conditions do not include a market condition, there would be no cumulative charge
to the income statement if the awards do not ultimately vest.
The following sets out the financial effects of the PSP.
(a)
Share capital
The PSP will result in an increase in our Companys issued share capital when new
Shares are issued to participants. The number of new Shares issued will depend on,
inter alia, the size of the awards granted under the PSP. In any case, the PSP
provides that the number of Shares to be issued or transferred under the PSP, when
aggregated with the aggregate number of Shares over which options are granted
under any other share option schemes of our Company, will be subject to the
maximum limit of 15% of our Companys total number of issued Shares (excluding
Shares held by our Company as treasury shares) from time to time. If instead of
issuing new Shares to participants, existing Shares are purchased for delivery to
participants, the PSP will have no impact on our Companys issued share capital.
184
(b)
NTA
As described in paragraph (c) below on EPS, the PSP is likely to result in a charge to
our Companys income statement over the period from the grant date to the vesting
date of the awards. The amount of the charge will be computed in accordance with
FRS 102. When new Shares are issued under the PSP, there would be no effect on
the NTA due to the offsetting effect of expenses recognized and the increase in share
capital. However, if instead of issuing new Shares to participants, existing Shares are
purchased for delivery to participants, the NTA would be impacted by the cost of the
Shares purchased. It should be noted that the delivery of Shares to participants under
the PSP will generally be contingent upon the eligible participants meeting prescribed
performance targets and conditions.
(c)
EPS
The PSP is likely to result in a charge to earnings over the period from the grant date
to the vesting date, computed in accordance with FRS 102.
It should again be noted that the delivery of Shares to participants of the PSP will
generally be contingent upon the participants meeting the prescribed performance
targets and conditions.
(d)
Dilutive Impact
The issuance of new Shares under the PSP will have a dilutive impact on our
consolidated EPS.
AUSTASIA SUBSIDIARIES EMPLOYEE SHARE OPTION SCHEME

Our Subsidiary, AIH, has implemented a share option scheme known as the AustAsia
Subsidiaries Employee Share Option Scheme, which came into effect on January 1, 2010 and
the rules of which are set out in Appendix H of this Prospectus. The AIH Share Option
Scheme complies with the relevant rules as set out in Chapter 8 of the Listing Manual.
The AIH Share Option Scheme will provide eligible participants with an opportunity to
participate in the equity of AustAsia Investment Holdings Pte. Ltd. (AIH) and to motivate
them towards better performance through increased dedication and loyalty. The AIH Share
Option Scheme, which forms an integral and important component of our employee
compensation plan, is designed primarily to reward and retain the employees of subsidiaries
of AIH from time to time (AIH ESOS Group).
As at the Latest Practicable Date, options to subscribe for 1,690,000 ordinary shares in the
capital of AIH have been granted under the AIH Share Option Scheme to 40 participants.
Capitalized terms as used throughout this section, unless otherwise defined, shall bear the
meanings as defined in Appendix HRules of the AustAsia Subsidiaries Employee Share
Option Scheme of this Prospectus.
Objectives of the AIH Share Option Scheme
The objectives of the AIH Share Option Scheme are as follows:
(a)
to provide an opportunity for participants who have met performance targets to be

remunerated by an equity stake in AIH in addition to salary and cash bonuses;
(b)
to make employee remuneration more effective to reward and motivate participants

towards clearly outlined targets that promote the longer term growth strategy of AIH
such as AIHs initial public offering and listing on a recognized stock exchange; and
185
(c)
to incentivize participants who are able to contribute to drive the growth and
profitability of AIH.
Summary of the AIH Share Option Scheme

A summary of the rules of the AIH Share Option Scheme is set forth as follows:
(1)
Participants
Under the rules of the AIH Share Option Scheme, full-time employees of the AIH
ESOS Group are eligible to participate in the AIH Share Option Scheme (Eligible
Participants) at the absolute discretion of the committee which was set up to
administer the AIH Share Option Scheme (the Committee).
The Committee shall be entitled, in their sole and absolute discretion, to select persons
other than those listed above as Eligible Participants, taking into account criteria such
as rank, job performance, creativity, innovativeness, entrepreneurship, years of service
and potential for future development, his contribution to the development and
profitability of the AIH ESOS Group, and the extent of effort and resourcefulness
required to achieve a positive result for one or more members of the AIH ESOS Group
within the performance period.
Persons who are Controlling Shareholders or Associates of a Controlling Shareholder
are not eligible to participate in the AIH Share Option Scheme.
(2)
Administration
The AIH Share Option Scheme shall be administered by the Committee with such
powers and duties conferred on it by the Board.
The Committee will comprise of 2 to 5 members duly authorized and nominated by the
directors of AIH, from time to time, to administer the AIH Share Option Scheme. A
member of the Committee who is also a participant of the AIH Share Option Scheme
must not be involved in its deliberation in respect of AIH Options granted or to be
granted to him.
(3)
Size of the AIH Share Option Scheme

The aggregate number of ordinary shares in the capital of AIH (AIH Shares) over
which the Committee may grant AIH Options on any date, when added to the number
of AIH Shares issued and issuable in respect of all AIH Options granted under the AIH
Share Option Scheme, and all AIH Shares issued under any other share incentive
scheme implemented by AIH for the time being in force, shall not exceed 2.0% of the
issued AIH Shares on the day immediately preceding the relevant date of grant.
(4)
Maximum entitlements
The aggregate number of AIH Shares to which a participant under the AIH Share
Option Scheme is entitled shall be determined at the absolute discretion of the
Committee.
(5)
Exercise period and exercise price

The AIH Options that are granted under the AIH Share Option Scheme shall vest over
a period of four years of continuous full-time employment from the date of the grant (or
such earlier date as the Committee may determine in its sole and absolute discretion)
in four equal installments, and may only be exercised upon the full satisfaction of the
dual conditions that:
(a)
the Option is fully vested (Vesting Condition); and

186
(b)
AIH has carried out an initial public offering and listing of the AIHs shares on
any internationally recognized stock exchange on or before August 12, 2017 or
such other dates as the Directors may, with the consent of shareholders of the
AIH, approve in writing (IPO Condition).
The exercise price of each AIH Option shall be determined by the Committee for each
financial year, in the Committees sole and absolute discretion, and shall initially be
US$1.25 per AIH Share.
(6)
Grant of options
Under the rules of the AIH Share Option Scheme, there are no fixed periods for the
grant of AIH Options. As such, offers for the grant of AIH Options may be made at any
time from time to time at the discretion of the Committee. However, the Committee will
generally grant AIH Options once a year in February. In addition, no AIH Option shall
be granted during the period of 30 days immediately preceding the date of
announcement of AIHs (in the event it is listed) or our Companys interim or final
results (as the case may be).
In addition, in the event that an announcement on any matter of an exceptional nature
involving unpublished price sensitive information is imminent, offers may only be made
after the second day on which the SGX-ST and, where applicable, such internationally
recognized stock exchange on which the AIH is listed, is open for trading in securities,
from the date on which the aforesaid announcement is made.
(7)
Acceptance of Options
The grant of AIH Options shall be accepted within 30 days from the date of offer.
Offers of AIH Options made to grantees, if not accepted before the closing date, will
lapse. For the avoidance of doubt, each AIH Option which has been accepted shall
vest from the date of grant of the AIH Option.
(8)
Termination of Options
Special provisions in the rules of the AIH Share Option Scheme deal with the lapse or
earlier exercise of AIH Options in circumstances which include the termination of the
participants employment from the AIH Group, the bankruptcy of the participant and the
winding-up of AIH.
(9)
Rights of AIH Shares arising

AIH Shares arising from the exercise of AIH Options are subject to the provisions of
the Memorandum and Articles of AIH. The AIH Shares so allotted will upon issue rank
pari passu in all respects with the then-existing issued AIH Shares, save for any
dividend, rights, allotments or distributions, the record date (Record Date) for which
is prior to the relevant date of issue of the new shares issued pursuant to exercise of
the AIH Option. Record Date means the date as at the close of business (or such
other time as may be prescribed by AIH) on which shareholders of AIH must be
registered in order to participate in any dividends, rights, allotments or other
distributions (as the case may be).
(10)
Duration of the AIH Share Option Scheme

The AIH Share Option Scheme shall continue in operation for a maximum duration of
10 years and may be continued for any further period thereafter with the approval of
AIHs Shareholders by ordinary resolution in general meeting and of any relevant
authorities which may then be required.
187
(11)
Abstention from voting

Shareholder of AIH and Shareholders who are eligible to participate in the AIH Share
Option Scheme are to abstain from voting on any shareholders resolution of AIH or
the Company relating to the AIH Share Option Scheme and should not accept
nominations as proxy or otherwise for voting unless specific instructions have been
given in the proxy form on how the vote is to be cast.
Disclosure in Annual Reports

Details of, among other things, the number of AIH Options granted, the number of AIH
Options exercised and the exercise price will be disclosed in our annual reports.
Financial Effects of the AIH Share Option Scheme
Any AIH Option granted under the AIH Share Option Scheme will have a fair value. Where
such AIH Options are granted at a consideration which is less than their fair value, there will
be a cost to AIH and also our Company, the amount of which will depend on whether the AIH
Options are granted at the valuation price of such options or at a discount.
The cost to AIH / our Company of granting AIH Options pursuant to the AIH Share Option
Scheme would be as follows:
(a)
The exercise of an AIH Option at a discounted exercise price would translate into a
reduction of the proceeds from the exercise of such an AIH Option, as compared to the
proceeds that AIH would have received from such exercise had the exercise been
made at the prevailing valuation price of the AIH Shares. Such reduction of the
exercise proceeds would represent a monetary loss to AIH / our Company;
(b)
As the monetary cost of granting AIH Options with a discounted exercise price is borne
by AIH, our earnings would effectively be reduced by an amount corresponding to the
reduced interest earnings that AIH would have received from the difference in
proceeds from the exercise price with no discount compared to the discounted
exercise price. Such reduction would, accordingly, result in the dilution of our earnings
per Share.
(c)
The issue of new AIH Shares upon the exercise of AIH Options granted pursuant to
the AIH Share Option Scheme will have the effect of increasing AIH / our Companys
consolidated NTA by the aggregate exercise price of the new AIH Shares issued. On a
per AIH Share basis, the effect would be accretive if the exercise price is above the
NTA per AIH Share but dilutive otherwise.
(d)
The grant of AIH Options under the AIH Share Option Scheme will have an impact on
our Companys reported profit because under the Singapore Financial Reporting
Standards (SFRS), share-based payment requires the recognition of an expense in
respect of Options granted under the AIH Share Option Scheme. The expense will be
based on the fair value of the Options at the date of grant (as determined by the
option-pricing model) and will be recognized over the vesting period. The requirement
to recognize an expense in respect of options granted to employees is set out in
FRS102.
It should be noted that the financial effects discussed in (a), (b) and (c) above would materialize
only upon the exercise of the relevant AIH Options. The cost of granting AIH Options discussed
in (d) would be recognized in the financial statements even if the AIH Options are not exercised
in (d). Measured against these costs would be the desirable effect of the AIH Share Option
Scheme in attracting, recruiting, retaining and motivating directors and employees which could,
in the long term, yield greater returns for AIH and our Shareholders.
188
As each AIH Options are granted at zero consideration, there will be a cost to AIH (in that AIH
will receive from the participant upon the grant of the AIH Option to him, a consideration that
is less than the fair value of the AIH Option).
The cost to AIH / our Company in granting an AIH Option would vary depending on the
number of AIH Options granted pursuant to the AIH Share Option Scheme, whether these
AIH Options are granted at valuation prices or at a discount and the validity period of the AIH
Options. Generally a greater discount and a longer validity period for an AIH Option will result
in a higher potential cost to AIH / our Company. If such costs were to be recognized in
accordance with FRS102, it would have to be charged to AIH / our Companys profit and loss
account over the vesting period.
The issuance of new AIH Shares under the AIH Share Option Scheme will have a dilutive
impact on the consolidated EPS of AIH and our Company.
189
SHARE CAPITAL AND SHAREHOLDERS

Share Capital of our Company
Our Company (Registration No. 200819599W) was incorporated in Singapore on October 8,
2008 under the Singapore Companies Act as a private company limited by shares under the
name Malvolia Pte. Ltd.. On January 18, 2013, our Company changed its name to Japfa
Holdings Pte. Ltd. and subsequently to Japfa Pte. Ltd. on February 4, 2014. We converted
into a public company limited by shares and changed our name to Japfa Ltd. on July 18,
2014.
As of the date of incorporation, our issued and paid-up share capital was S$1.00 comprising
one ordinary share. As of the Latest Practicable Date, our issued and paid-up ordinary share
capital was S$958,935,123 comprising 493,156,797 Shares. As at the date of this
Prospectus, our issued and paid-up ordinary share capital was S$958,935,123 comprising
1,479,470,391 Shares (after adjusting for the Share Split). Upon the allotment of the New
Shares which are part of the subject of the Offering (and assuming the Over-Allotment Option
is not exercised), the resultant issued and paid-up capital of our Company will be increased to
S$1,157,335,123 comprising 1,727,470,391 Shares.
Our Shareholders approved, among other things, by way of written resolutions on July 9,
2014, the following:
(a)
the conversion of our Company to a public limited company and the change of our
name to Japfa Ltd.; and
(b)
the adoption of a new set of Articles of Association.
At an Extraordinary General Meeting held on July 23, 2014, our Shareholders approved,
among other things, the following:
(a)
the authorization to our Directors to issue Shares and offer the same to such persons,
in connection with the Offering (including the Additional Shares) upon such terms and
conditions and to such persons as the Directors may think fit for the benefit of our
Company;
(b)
the authorization to our Directors to:

(i)
(A) issue Shares whether by way of rights, bonus or otherwise; and/or

(B) make or grant offers, agreements or options (collectively, Instruments)
that might or would require Shares to be issued, including but not limited to
the creation and issue of (as well as adjustments to) warrants, debentures
or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such purposes and to
such person(s) as the Directors may in their absolute discretion deem fit; and
(ii)
(notwithstanding such authority may have ceased to be in force) issue Shares

in pursuance of any Instrument made or granted by our Directors while such
authority was in force,
provided that:
(1)
the aggregate number of Shares issued pursuant to such authority (including

Shares issued in pursuance to any Instruments made or granted pursuant to
this resolution), does not exceed 50 per cent. of the total number of issued
Shares excluding treasury Shares (as calculated in accordance with subparagraph (2) below), of which the aggregate number of shares to be issued
other than on a pro rata basis to Shareholders (including Shares to be issued in
pursuant of Instruments made or granted pursuant to such authority) does not
190
exceed 20 per cent. of the total number of issued Shares excluding treasury
Shares (as calculated in accordance with sub-paragraph (2) below);
(2)
(subject to such manner of calculation as may be prescribed by the SGX-ST)

for the purpose of determining the aggregate number of Shares that may be
issued under sub-paragraph (1) above, the percentage of issued shares shall
be based on the post Offering issued share capital of our Company immediately
following the close of the Offering (excluding treasury shares), after adjusting
for:
(aa)
new Shares arising from the conversion or exercise of any convertible

securities or share options or vesting of share awards which are
outstanding or subsisting at the time such authority is given; and
(bb)
any subsequent bonus issue, consolidation or subdivision of Shares;
(3)
in exercising the authority conferred by such authority, our Company shall

comply with the provisions of the Listing Manual for the time being in force
(unless such compliance has been waived by the SGX-ST) and the Articles of
Association; and
(4)
(unless revoked or varied by our Company in general meeting) such authority

shall continue in force until the conclusion of the next annual general meeting of
our Company or the date by which the next annual general meeting of our
Company is required by law to be held, whichever is the earlier.
At an Extraordinary General Meeting held on July 31, 2014, our Shareholders approved,
among other things, the sub-division of each ordinary share in the capital of our Company into
three Shares (the Share Spilt).
191
192
Substantial Shareholders
Rangi Management
Limited(2)(4)(6) . . . . . . . . . . . . . . . . .
Fusion Investment Holdings
Limited(4)(6) . . . . . . . . . . . . . . . . . . .
Tasburgh Limited(2)(5)(6) . . . . . . .
Tallowe Services Inc(2) . . . . . . . .
Morze International
Limited(7) . . . . . . . . . . . . . . . . . . . . .
Coutts & Co Trustees
(Jersey) Limited(5)(6)(7)(8) . . . .
Directors(1)
Mr. Goh Geok Khim . . . . . . . . . . .
Mr. Handojo Santosa @
Kang Kiem Han(2)(6) . . . . . . . . .
Mr. Hendrick Kolonas . . . . . . . . .
Mr. Tan Yong Nang(3) . . . . . . . . .
Mr. Kevin Monteiro . . . . . . . . . . . .
Ms. Lien Siaou-Sze . . . . . . . . . . .
Mr. Liu Chee Ming . . . . . . . . . . . .
Mr. Ng Quek Peng . . . . . . . . . . . .
Name
8.56
5.47
928,368,240 62.75
- 1,337,609,700 90.41
282,527,085 19.10
126,714,375
81,000,000
928,368,240 62.75
- 1,136,082,615 76.79
60,860,691 4.11
-
Shares Owned as of the Latest Practicable Date

(adjusted for the Share Split)
Direct Interest
Deemed Interest
No. of Shares
%
No. of Shares
%
7.34
4.69
928,368,240 53.74
-
- 1,337,609,700 77.43
282,527,085 16.35
126,714,375
81,000,000
- 1,136,082,615 65.77
60,860,691 3.52
-
928,368,240 53.74
7.18
4.59
928,368,240 52.61
-
- 1,337,609,700 75.80
282,527,085 16.01
126,714,375
81,000,000
- 1,136,082,615 64.38
60,860,691 3.45
-
928,368,240 52.61
Shares Owned Immediately After Completion of the Offering

(Assuming the Over-allotment Option is not
(Assuming the Over-allotment Option
exercised)
is fully exercised)
Direct Interest
Deemed Interest
Direct Interest
Deemed Interest
No. of Shares
%
No. of Shares
%
No. of Shares
%
No. of Shares
%
Save as disclosed below, there are no other relationships among our Substantial Shareholders.
Percentage ownership is based on 1,479,470,391 Shares outstanding as of the Latest Practicable Date (as adjusted for the Share Split),
1,727,470,391 Shares (assuming the Over-allotment Option is not exercised) and 1,764,670,391 Shares (assuming the Over-allotment Option is
fully exercised) outstanding immediately after completion of the Offering.
The table below sets out the shareholdings of each Substantial Shareholder, each Director (including our Chief Executive Officer) who has an
interest in our Shares as at the Latest Practicable Date and immediately after completion of the Offering. The Shares held by our Directors
(including the Chief Executive Officer) and Substantial Shareholders will carry the same voting rights as the Offering Shares.
Ownership Structure
193
4.11
100
60,860,691
1,479,470,391
282,527,085 19.10
- 1,055,082,615 71.31
- 282,527,085 19.10
3.52
282,527,085 16.35
- 1,055,082,615 61.08
- 282,527,085 16.35
248,000,000 14.36
1,727,470,391 100
60,860,691
3.45
282,527,085 16.01
- 1,055,082,615 59.79
- 282,527,085 16.01
285,200,000 16.16
1,764,670,391 100
60,860,691
Shares Owned Immediately After Completion of the Offering

(Assuming the Over-allotment Option is not
(Assuming the Over-allotment Option
exercised)
is fully exercised)
Direct Interest
Deemed Interest
Direct Interest
Deemed Interest
No. of Shares
%
No. of Shares
%
No. of Shares
%
No. of Shares
%
Notes:
(1)
Not including any Reserved Shares allocated to the Directors.
(2)
Mr. Handojo Santosa is the settlor of the Scuderia Trust. Under the terms of the Scuderia Trust, he is entitled, as an investment power holder, to direct the trustee of the Scuderia Trust to procure to
the best of its ability that the directors of Fusion Investment Holdings Limited and Tasburgh Limited act in accordance with his instructions in relation to the investments of the Scuderia Trust. See
Note (6) below. As the sole shareholder of Rangi Management Limited, Fusion Investment Holdings Limited is entitled to determine the composition of the board of directors of Rangi Management
Limited. Accordingly, Mr. Handojo Santosa can control the exercise of the rights of the shares held by Fusion Investment Holdings Limited in Rangi Management Limited and through the board of
directors appointed by Fusion Investment Holdings Limited, control the exercise of the rights of the Shares held by Rangi Management Limited under the Scuderia Trust. By virtue of Section 4 of the
SFA, Mr. Handojo Santosa is deemed to have an interest in the Shares held by Rangi Management Limited and Tasburgh Limited. The shares of Tallowe Services Inc are held by Magnus
Nominees Limited and Fidelis Nominees Limited as bare trustees for Mr. Handojo Santosa. By virtue of Section 4 of the SFA, Mr. Handojo Santosa is also deemed to have an interest in the Shares
held by Tallowe Services Inc. Mr. Handojo Santosa is also the brother-in-law of Mr. Hendrick Kolonas.
(3)
Mr. Tan Yong Nang holds the entire issued and paid-up capital of Great Alpha Investments Limited. By virtue of Section 4 of the SFA, Mr. Tan is deemed to have an interest in the Shares held by
Great Alpha Investments Limited.
(4)
Fusion Investment Holdings Limited holds the entire issued and paid-up capital of Rangi Management Limited. By virtue of Section 4 of the SFA, Fusion Investment Holdings Limited is deemed to
have an interest in the Shares held by Rangi Management Limited.
(5)
The shares in each of Fusion Investment Holdings Limited, Tasburgh Limited and Morze International Limited are collectively held by Magnus Nominees Limited and Fidelis Nominees Limited as
bare trustees on trust for their sole shareholder, Coutts & Co Trustees (Jersey) Limited, as trustee of the Scuderia Trust and the Capital Two Trust. By virtue of Section 4 of the SFA, Coutts & Co
Trustees (Jersey) Limited is deemed to have an interest in the Shares held by Rangi Management Limited, Tasburgh Limited and Morze International Limited. Coutts & Co Trustees (Jersey) Limited
is a professional trustee and part of The Royal Bank of Scotland Group.
(6)
Coutts & Co Trustees (Jersey) Limited is the trustee of the Scuderia Trust which is a reserved power discretionary trust. The Shares held by Rangi Management Limited and Tasburgh Limited are
assets of the Scuderia Trust. The settlor of Scuderia Trust is Mr. Handojo Santosa. The beneficiaries of the Scuderia Trust are Mr. Handojo Santosas spouse (Farida Gustimego Santosa), children
Others
Great Alpha Investments
Limited(3) . . . . . . . . . . . . . . . . . . . . .
Public (including
employees) . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Scuderia Trust(6) . . . . . . . . . . . . . . .
Capital Two Trust(7) . . . . . . . . . . .
Rachel Anastasia
Kolonas(7)(9) . . . . . . . . . . . . . . . . . .
Name
Shares Owned as of the Latest Practicable Date

(adjusted for the Share Split)
Direct Interest
Deemed Interest
No. of Shares
%
No. of Shares
%
194
(9)
(8)
(7)
(Renaldo Santosa, Gabriella Santosa, Mikael Santosa and Raffaela Santosa) and remoter issue. Pursuant to Section 4 of the SFA, the beneficiaries of the Scuderia Trust are deemed to have an
interest in the Shares held by Rangi Management Limited and Tasburgh Limited.
Coutts & Co Trustees (Jersey) Limited is the trustee of the Capital Two Trust which is a reserved power discretionary trust. The Shares held by Morze International Limited are assets of the Capital
Two Trust. The settlor of Capital Two Trust is Ms. Rachel Anastasia Kolonas, the daughter of Mr. Hendrick Kolonas. The beneficiaries of the Capital Two Trust are Mr. Hendrick Kolonas spouse
(Mieke Santosa), children (Aldrian Irvan Kolonas, Marcellina Claudia Kolonas and Rachel Anastasia Kolonas) and issue and remoter issue of Aldrian Irvan Kolonas, Marcellina Claudia Kolonas and
Rachel Anastasia Kolonas. Pursuant to Section 4 of the SFA, the beneficiaries of the Capital Two Trust are deemed to have an interest in the Shares held by Morze International Limited.
The Royal Bank of Scotland Group plc is the ultimate holding company of Coutts & Co Trustees (Jersey) Limited, through its wholly-owned subsidiaries, The Royal Bank of Scotland plc, National
Westminster Bank plc, RBSG International (Holdings) Limited, National Westminster International Holdings BV and The Royal Bank of Scotland International (Holdings) Limited. By virtue of
Section 4 of the SFA, each of The Royal Bank of Scotland Group plc and its aforementioned subsidiaries is deemed to be indirectly interested in the Shares that Coutts & Co Trustees (Jersey)
Limited is interested in.
Ms. Rachel Anastasia Kolonas is the settlor of the Capital Two Trust. Under the terms of the Capital Two Trust, she is entitled, as an investment power holder, to direct the trustee of the Capital Two
Trust to procure to the best of its ability that the directors of Morze International Limited act in accordance with her instructions in relation to the investments of the Capital Two Trust. Accordingly she
can control the exercise of the rights of the Shares held under the Capital Two Trust. By virtue of Section 4 of the SFA, Ms. Rachel Anastasia Kolonas is deemed to have an interest in the Shares
held by Morze International Limited.
Control of our Company

Save as disclosed in this Prospectus, to the best of the knowledge of our Directors, our
Company is not directly or indirectly owned or controlled whether severally or jointly, by any
other person or government and there is no known arrangement, the operation of which may,
at a subsequent date, result in a change in the control of our Company.
Substantial Shareholding Disclosure
Under the Securities and Futures Act, a person has a substantial shareholding in a company
if he has an interest or interests in one or more voting shares (excluding treasury shares) in
that company and the total votes attached to that share, or those shares, is not less than five
per cent. of the total votes (excluding treasury shares) attached to all the voting shares in that
company, and a substantial shareholder is a person who holds a substantial shareholding.
The Securities and Futures Act requires a person who is or (if he has ceased to be one) had
been a substantial shareholder in the Company to give notice in writing to the Company of
particulars of the voting Shares in the Company in which he has or had an interest or interests
and the nature and extent of that interest or those interests, in such form and shall contain
such information as the Authority may prescribe, within two business days after such person:
(a)
becomes aware that he is or (if he has ceased to be one) had been a substantial
shareholder in the Company; or
(b)
becomes aware of a change in the percentage level2 of the interest or interests of the
substantial shareholder in the Company in voting Shares in the Company.
Where a person (the beneficial owner) authorizes another person (the legal owner) to
hold, acquire or dispose of, on his behalf, voting Shares or an interest or interests in voting
Shares in the Company, the beneficial owner shall take reasonable steps to ensure that the
legal owner notifies him as soon as practicable and, in any case, no later than two business
days after any acquisition or disposal of any of those voting Shares or interest or interests in
voting Shares effected by the legal owner on his behalf which will or may give rise to any duty
on the part of the beneficial owner to give notice under the Securities and Futures Act.
In addition, where a person holds voting Shares in the Company, being voting Shares in
which another person has an interest, he shall give to the second-mentioned person a notice
of any acquisition or disposal of any of those Shares effected by him, in the form as the
Authority may prescribe, as soon as practicable and, in any case, no later than two business
days after acquiring or disposing of the Shares.
Percentage level, in relation to a Substantial Shareholder in the Company, means the percentage figure ascertained by
expressing the total votes attached to all the voting shares in which the Substantial Shareholder has an interest or interests
immediately before or (as the case may be) immediately after the relevant time as a percentage of the total votes attached
to all the voting shares (excluding treasury shares) in the Company, and, if it is not a whole number, rounding that figure
down to the next whole number.
195
INTERESTED PERSON TRANSACTIONS AND CONFLICTS OF INTERESTS

For purposes of this section, the following definitions will apply:
1.
our Group means:

(a)
our Company;
(b)
a subsidiary of our Company that is not listed on the SGX-ST or any approved
exchange; or
(c)
an associated company of our Company that is not listed on the SGX-ST or any
approved exchange and which our Group and our interested person(s) have
control.
2.
approved exchange means a stock exchange that has rules which safeguard the
interests of shareholders against interested person transactions according to similar
principles in Chapter 9 of the Listing Manual.
3.
interested person means:

(a)
a director, chief executive officer, or controlling shareholder of our Company; or
(b)
an associate of any such director, chief executive officer, or controlling

shareholder.
Certain terms such as associate, control, controlling shareholder, and interested person
used in this section have the meanings as provided in the Listing Manual and in the Securities
and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore
(SFR), unless the context specifically requires the application of the definitions in one or the
other as the case may be.
In general, transactions between our Group and any of our interested persons would
constitute interested person transactions for the purposes of Chapter 9 of the Listing Manual.
Details of the present and ongoing transactions as well as past transactions between our
Group and our interested persons which are material in the context of the Offering are set out
below. We have entered into certain other transactions with our interested persons which are
material in the context of the Offering, as further disclosed in this section and the sections
entitled Material Indebtedness and Corporate Structure and OwnershipCorporate
Reorganization of this Prospectus. Save as disclosed in these sections, there are no
interested person transactions that are material in the context of the Offering for the last three
financial years ended December 31, 2011, 2012 and 2013 and for the Relevant Period.
Investors, upon subscription and/or purchase of the Offering Shares, are deemed to have
specifically approved these transactions entered into with our interested persons (including
the Property Leases and the Security Services Agreement (each as defined herein) set out in
Present and Ongoing Interested Person Transactions) and as such these transactions are
not subject to Rules 905 and 906 of the Listing Manual to the extent that there are no
subsequent changes to the terms of the agreements in relation to each of these transactions.
In line with the rules set out in Chapter 9 of the Listing Manual, a transaction which value is
less than S$100,000 is not considered material in the context of the Offering and is not taken
into account for the purposes of aggregation in this section.
196
PAST INTERESTED PERSON TRANSACTIONS

Details of the past transactions between our Group and interested persons which are material
in the context of the Offering, for the past three financial years ended December 31, 2011,
2012 and 2013 and for the Relevant Period are as follows:
Purchase of Live Birds
Our Group purchased live birds from PT Ricos Farmindo (Ricos), formerly an associate of
Mr. Handojo Santosa. The aggregate value of the purchase contracts with Ricos for FY2011,
FY2012, FY2013 and for the Relevant Period, are as follows:
FY2011
FY2012
FY2013
Relevant
Period1
(IDR million)
(IDR million)
(IDR million)
(IDR million)
Aggregate value of purchases of live birds

from Ricos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,116
22,913
10,354
(S$2.0million) (S$2.4million) (S$1.1 million)
As the purchase of live birds were at the prevailing market rates and on substantially the
same terms for live birds of a comparable breed and quality purchased from other unrelated
third parties, such transactions were conducted on an arms length basis and on normal
commercial terms. As at the Latest Practicable Date, Ricos is no longer an interested person
as PT Intan Tata Buana Persada, an associate of Mr. Handojo Santosa, sold its interests in
Ricos to Leadfield Pte. Ltd., an unrelated third party, on April 23, 2014.
Sale of Animal Feed, DOCs and Animal Supplements
Our Group sold animal feed, DOCs and animal supplements to Ricos. The aggregate value of
the sales to Ricos for FY2012, FY2013 and for the Relevant Period, are as follows:
FY2011
FY2012
FY2013
Relevant Period1
(IDR million)
(IDR million)
(IDR million)
(IDR million))
Aggregate value of sales to Ricos . . . . . . . . . . .
17,854
25,874
13,531
(S$1.9 million) (S$2.7million) (S$1.4 million)
As the sales of animal feed, DOCs and animal supplements to Ricos were at the prevailing
market rates and on substantially the same terms for similar products sold to unrelated third
parties, the transactions were conducted on an arms length basis and on normal commercial
terms. As at the Latest Practicable Date, Ricos is no longer an interested person.
Sale of Land
Our Group sold a piece of land at Banjarkemantren Village, Buduran Subdistrict, Sidoarjo
District, East Java in FY2011 to PT Wisma Mukti (PT WM) for a consideration of
IDR6.5 billion (S$0.7 million). PT WM is an associate of Mr. Handojo Santosa.
The above transaction was undertaken on an arms length basis and on normal commercial
terms and the purchase price paid by PT WM to our Group was negotiated by PT Japfa
Comfeed Indonesia Tbk having taken into account the location of the land, transacted prices
in the surrounding area, historical costs of the land as well as improvements made to the
land.
Purchase of Land and Assets
On April 2, 2014, PT Santosa Agrindo purchased 17,550 sq m of land (and building thereon)
in Gunung Kawi, East Java from PT Sentra Satwatama Indonesia (PT SSI), for a
consideration of IDR3.148 billion (S$0.3 million). PT SSI is an associate of Mr. Handojo
Santosa and our Non-Executive Director, Mr. Hendrick Kolonas.
1
In respect of transactions up to April 23, 2014 when Ricos ceased to be an interested person.
197
The transaction was undertaken on an arms length basis and on normal commercial terms
and the consideration paid was decided by the board of PT Santosa Agrindo after taking into
account the location of the land, transacted prices in the surrounding area, historical costs of
the land as well as improvements made to the land, facilities already built on the land and
licences already obtained for the business.
Rental of Office Space
Our Company rented 3,606 sq ft of office space at Orchard Towers for use as our corporate
office from Vivaldi Property Pte. Ltd. (Vivaldi) up to FY2012. Vivaldi is an associate of
Mr. Handojo Santosa. The aggregate of the rental payments made to Vivaldi for FY2011 and
FY2012 are as follows:
FY2011
FY2012
FY2013
Relevant Period
(S$)
(S$)
(S$)
(S$)
Aggregate rental payments made to Vivaldi . . . . . . . . . . . . . . . . . . 246,650 123,325
As the rental payments were higher than the prevailing rental rates for comparable premises,
the rental of these premises was not on an arms length basis. We do not intend to enter into
leases with a higher rental than the prevailing market rate with any of our interested persons
in the future.
Subscription for Medium Term Notes (MTNs)
Our subsidiary, PT Bhirawa Mitra Santosa (PT BMS) subscribed for MTNs issued by
PT Celebes Artha Ventura (PT CAV). PT CAV is an associate of Mr. Hendrick Kolonas. The
aggregate value of such subscriptions for MTNs for FY2012, FY2013 and for the Relevant
Period, are as follows:
FY2011
FY2012
FY2013
Relevant Period
(IDR million)
(IDR million)
(IDR million)
(IDR million)
Aggregate subscription for MTNs . . . . . . . . . .
2,000
1,000
2,750
(S$0.2 million) (S$0.1 million) (S$0.3 million)
The interest rate on the MTNs ranged from 9.75% to 10.75% (after deducting withholding
tax). As the MTNs were subscribed for by PT BMS on the same terms as those available to
unrelated third parties of PT CAV, the subscriptions were undertaken on an arms length
basis and on normal commercial terms. PT BMS disposed of the MTNs on May 16, 2014.
Provision of Management Services
Our subsidiary, AIH, had entered into a management services agreement with AustAsia Dairy
Farm Management Pte. Ltd. (ADFM) on August 13, 2010, under which ADFM provided AIH
with, inter alia, management and advisory services. ADFM is an associate of Mr. Handojo
Santosa. The aggregate fees paid to ADFM for FY2011, FY2012 and FY2013 are as follows:
FY2011
FY2012
FY2013
Relevant Period
(US$ million)
(US$ million)
(US$ million)
(US$ million)
0.75
0.75
1.02
Aggregate fees paid to ADFM . . . . . . . . . . . . . . . . . . . . . . . .
As the consideration negotiated under the agreement took into account the apportionment of
staff costs and time spent in respect of staff allocated to provide the services to AIH, the
transaction was undertaken on an arms length basis and on normal commercial terms. This
transaction was terminated prior to the acquisition of AIH by our Company.
198
Loans from Interested Persons

Loans to our Company
The following interested persons had provided shareholders loans to our Company in line
with our pre-Offering capital structure. As at the Latest Practicable Date, all shareholders
loans provided by the interested persons listed below have either been repaid in full or
capitalized into equity of our Company. As the shareholders loans were unsecured, interestfree and repayable on demand, these were not on an arms length basis. The outstanding
balances due as at December 31, 2011, 2012 and 2013 and as at the Latest Practicable
Date, and the largest amount outstanding during the past three financial years and up to the
Latest Practicable Date are as follows:
Loans from Rangi Management

Limited to our Company(1) . . . . . . . . .
Loans from Morze International
Loans from Tasburgh Limited to our
Company(3) . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan from Great Alpha Investments
FY2011
FY2012
FY2013
As at the Latest
Practicable Date
Largest Amount
Outstanding
(based on monthend balances)
(S$ million)
(S$ million)
(S$ million)
(S$ million)
(S$ million)
59.78
96.19
41.18
96.19
19.39
31.20
13.35
31.20
12.26
19.72
8.44
19.72
1.95
4.55
Notes:
(1)
Rangi Management Limited had extended interest-free loans to our Company (a) which had outstanding balances due as
at December 31, 2011, 2012 and 2013, in the aggregate amount of S$17.23 million for FY2010, S$43.75 million for
FY2011, S$36.42 million for FY2012, S$4.77 million for FY2013 and, (b) in the aggregate amount of S$32.11 million for
the Relevant Period. Rangi Management Limited is a controlling shareholder of our Company.
(2)
Morze International Limited had extended interest-free loans to our Company (a) which had outstanding balances due as
at December 31, 2011, 2012 and 2013, in the aggregate amount of S$5.21 million for FY2010, S$14.17 million for FY2011,
S$11.80 million for FY2012, S$1.54 million for FY2013 and, (b) in the aggregate amount of S$10.43 million for the
Relevant Period. Morze International Limited is a controlling shareholder of our Company.
(3)
Tasburgh Limited had extended interest-free loans to our Company (a) which had outstanding balances due as at
December 31, 2011, 2012 and 2013, in the aggregate amount of S$3.29 million for FY2010, S$8.96 million for FY2011,
S$7.46 million for FY2012, S$0.98 million for FY2013 and, (b) in the aggregate amount of S$6.58 million for the Relevant
Period. Tasburgh Limited is an associate of our Executive Deputy Chairman, Mr. Handojo Santosa.
(4)
Great Alpha Investments Limited had extended interest-free loans to our Company (a) which had outstanding balances
due as at December 31, 2013, in the aggregate amount of S$8.22 million for FY2013 and, (b) in the aggregate amount of
S$1.52 million for the Relevant Period. Great Alpha Investments Limited is an associate of our Non-Executive Director and
CEO, Mr. Tan Yong Nang.
Loans / advances to AIH

Other Interested Persons have also from time to time provided shareholders loans and/or
capital advances to AIH. Such shareholders loans and/or capital advances are capitalized
when subscription monies from all shareholders of AIH (from time to time) are received such
that all issuances of new equity in AIH are in line with the agreed shareholding proportion
under the AIH Shareholders Agreement (as amended from time to time). As these
shareholders loans and/or capital advances were unsecured, interest-free and repayable on
demand, these were not on an arms length basis. There were no outstanding balances due
as at December 31, 2011, 2012 and 2013 and as at the Latest Practicable Date, and the
largest amount outstanding during the past three financial years and up to the Latest
Practicable Date was the principal sum advanced in respect of each loan.
199
FY2011
FY2012
FY2013
As at the Latest
Practicable Date
Largest Amount
Outstanding
(based on monthend balances)
(US$ million)
(US$ million)
(US$ million)
(US$ million)
(US$ million)
4.0
10.0
25.0
Loans from Progressive

Investments Inc to AIH(1) . . . . . .
Loans from Foxbar Investments
Ltd to AIH(2) . . . . . . . . . . . . . . . . . . . . .
Loans from Viva Sino
Investments Limited to
AIH(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes:
(1)
Progressive Investments Inc. had on June 12, 2010 provided a US$4.0 million interest-free shareholders loan to AIH. The
entire amount was capitalized on January 20, 2011. A further loan of US$4.0 million was provided on June 27, 2011 and
was capitalized September 2, 2011. Progressive Investments Inc. is an associate of Mr. Handojo Santosa.
(2)
Foxbar Investments Ltd had on April 30, 2012 and June 12, 2012 provided in aggregate US$10.0 million interest-free
capital advance to AIH. The entire amount was capitalized on July 19, 2012. Foxbar Investments Ltd is an associate of
Mr. Handojo Santosa.
(3)
Viva Sino Investments Limited had on April 23, 2013 and July 23, 2013 provided in aggregate US$25.0 million interest-free
capital advance to AIH. The entire amount was capitalized on September 20, 2013. Viva Sino Investments Limited is an
associate of Mr. Handojo Santosa.
PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS

Details of the present and ongoing transactions between our Group and interested persons
which are material in the context of the Offering, for the past three financial years ended
December 31, 2011, 2012 and 2013 and for the Relevant Period are as follows:
Goods and Services Provided By Interested Persons
Building and Construction Services
Our Group appoints PT Ometraco Arya Samanta (PT OAS) to undertake building and
construction work for our Groups access roads, farms and farming facilities, warehouses,
silos, processing plants and corporate offices in Indonesia. PT OAS is an associate of
Mr. Handojo Santosa. The aggregate value of the contracts awarded to PT OAS for FY2011,
FY2012, FY2013 and for the Relevant Period, are as follows:
Aggregate value of contracts

awarded to PT OAS . . . . . . . . . . .
FY2011
FY2012
FY2013
Relevant Period
(IDR million)
(IDR million)
(IDR million)
(IDR million)
94,906
263,586
145,800
182,947
(S$10.0 million) (S$27.9 million) (S$15.4 million) (S$19.4 million)
As tenders were called for the majority of services for our larger projects and PT OAS had
submitted competitive proposals for our larger projects, these project contracts with PT OAS
were on an arms length basis and on normal commercial terms. Tenders were not called for
several smaller projects where PT OAS was appointed, including projects where works on
farming infrastructure were required on an urgent basis and projects in relatively remote areas
or related to another project completed by PT OAS. Such small transactions comprised 48
projects during FY2011 at an aggregate value of IDR12.77 billion (S$1.4 million), 155 projects
during FY2012 at an aggregate value of IDR32.41 billion (S$3.4 million), 125 projects during
FY2013 at an aggregate value of IDR23.46 billion (S$2.5 million) and 71 projects during the
Relevant Period at an aggregate value of IDR20.52 billion (S$2.2 million). Such smaller
transactions, accounting for 13.5%, 12.3%, 16.1% and 11.2% of the total value of the projects
undertaken for FY2011, FY2012, FY2013 and for the Relevant Period, respectively, may not
have been undertaken on an arms length basis.
200
Rental of Premises
Our Group rents (i) office and warehouse premises (aggregate of 3,820 sq m) at Jln. Daan
Mogot KM 12 No 9, Jakarta (Daan Mogot Property) from PT OAS, (ii) office premises
(6,588 sq m) at Wisma Millenia, Jakarta (Millenia Office) from PT Omega Propertindo
(PT OP) and (iii) a 2,874 sq ft apartment in Four Seasons Park in Singapore (FSP
Apartment) from Top Matrix Investments Limited (TMIL) for the use of senior executives
travelling to Singapore on work commitments. PT OAS and TMIL are associates of
Mr. Handojo Santosa while PT OP is an associate of both Mr. Handojo Santosa and
Mr. Hendrick Kolonas. The aggregate of the rental payments made to PT OAS and PT OP
respectively for FY2011, FY2012, FY2013 and for the Relevant Period, are as follows:
Aggregate rental payments made to

PT OAS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PT OP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TMIL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FY2011
FY2012
FY2013
Relevant Period
(IDR million)
(IDR million)
(IDR million)
(IDR million)
3,789
4,853
3,830
3,698
11,915
12,088
11,565
6,856
FY2011
FY2012
FY2013
Relevant Period
(US$)
(US$)
(US$)
(US$)
30,000
As the rental payments in respect of the Daan Mogot Property and the Millenia Office were
lower than the prevailing rental rates for comparable premises, the rental of these premises
were not on an arms length basis but are not prejudicial to the interests of our Group and/or
minority Shareholders.
Our Group has also entered into medium-term leases for a period of five years commencing
April 1, 2014 with (i) PT OAS for the rental of the Daan Mogot Property and (ii) PT OP for the
Millenia Office. Rental for the office and the warehouse at the Daan Mogot Property is at the
rate of IDR95,000 / sq m and IDR 45,000 / sq m per month (including service charges)
respectively for FY2014 and rental for the Millenia Office is at the rate of IDR130,000 / sq m
(including service charges) per month for FY2014.
Under the terms of the leases, rental will be reviewed and may increase or decrease after
each year of the lease term provided that the new rental rate shall not exceed the rental rates
of office premise rental with comparable buildings / premises in the surrounding area of the
Daan Mogot Office and the Warehouse and Millenia Office. These lease agreements were
entered into on an arms length basis and on normal commercial terms as the rental rates
were based on the prevailing rental rates for comparable premises surrounding the (i) Daan
Mogot Office, such as SSK Building for office rental and Duta Kinzo and Era Prima
warehouses for the warehouse rental, and (ii) Millenia Office, such as Korindo Building, Green
Building, Mugi Griya Building and Graha Pratama Building.
In respect of the FSP Apartment, our Group entered into a three year lease (with an option for
an additional year extension) commencing January 1, 2014 with TMIL in at an agreed rent of
US$10,000 per month (such lease, together with the lease for the medium term leases for the
Daan Mogot Property and Millenia Office, the Property Leases). The lease agreement was
entered into on an arms length basis and on normal commercial terms as the rental rate took
into consideration (i) the prevailing rental rates for comparable premises in the Orchard
Road / Tanglin area with close proximity to our corporate office and (ii) the average room rate
allowances of the senior executives entitled to stay at the Four Seasons Park apartment.
201
Security Services
Our Group obtains security services for a majority of the operations of the PT Japfa Group
from PT Jaya Sakti Mandiri Unggul (PT JSMU). Services provided include the provision of
security personnel as well as co-ordination with the local and regional police departments. PT
JSMU is an associate of Mr. Handojo Santosa. The aggregate value of security contracts with
PT JSMU for FY2011, FY2012, FY2013 and for the Relevant Period, are as follows:
Aggregate value of security contracts

with PT JSMU . . . . . . . . . . . . . . . . . . . . . . . .
FY2011
FY2012
FY2013
Relevant Period
(IDR million)
(IDR million)
(IDR million)
(IDR million)
49,483
62,727
84,727
52,758
Our Group accounts for about 30% of PT JSMUs total contracts from all of its customers. The
contract values agreed with PT JSMU were negotiated on an arms length basis and on
normal commercial terms, and on similar terms to quotations given by PT JSMU to unrelated
third party customers and took into account, inter alia, regional minimum wages, meal,
transportation and medical allowances and other related employee expenses had our Group
employed its own security guards. Our Group pays PT JSMU a certain margin over such
employee expenses for the provision of its services.
The PT Japfa Group has also entered into a medium term security services contract with
PT JSMU for a period of five years commencing April 1, 2014 for the provision of security
services and co-ordination with local and regional police departments by PT JSMU (the
Security Services Agreement). The contract values agreed with PT JSMU were negotiated
on an arms length basis, on normal commercial terms and are not prejudicial to the interests
of the Company and its minority Shareholders. The contract values are on similar terms to
unrelated third party quotes and took into account, inter alia, regional minimum wages, meal,
transportation and medical allowances and other related employee expenses had our Group
employed its own security guards. The fee payable to PT JSMU (on a monthly basis) will be
the cost of all employee-related expenses incurred by PT JSMU in the provision of its
services to the PT Japfa Group plus a 15% margin. The PT Japfa Group will determine if the
costs recorded by PT JSMU (as the basis for charges) are reasonable on an annual basis
after audited financial statements of PT JSMU are available.
Boat rental and expenses
Our Group rents a fishing boat (Lady Carla) on an annual basis from Fortunata Pty Ltd
(Fortunata) primarily for corporate functions and business entertainment. Fortunata is an
associate of Mr. Handojo Santosa. The aggregate value of rental and operational expenses
paid to Fortunata for FY2011, FY2012, FY2013 and for the Relevant Period, are as follows:
Aggregate value of rental

paid to Fortunata . . . . . . . . .
FY2011
FY2012
FY2013
Relevant Period
(IDR million)
(IDR million)
(IDR million)
(IDR million)
5,197
(S$0.6 million)
5,886
(S$0.6 million)
4,788
(S$0.5 million)
2,824
(S$0.3 million)
Lady Carla is maintained exclusively for the use of our Group, twenty-four hours a day and on
comparable rates to other similar fishing boats from third parties. As no other charterer is able
to provide our Group with such exclusivity and flexibility, we consider the rental of Lady Carla
to be on an arms length basis and on normal commercial terms.
202
Network Communication Services

Our Group obtains services such as vehicle tracking systems, network communication
system, IP telephony and network devices from PT iForte Solusi Infotek (iForte). iForte is an
associate of Mr. Hendrick Kolonas. The aggregate value of service contracts with iForte for
FY2011, FY2012, FY2013 and for the Relevant Period, are as follows:
Aggregate value of service

contracts with iForte . . . . .
FY2011
FY2012
FY2013
Relevant Period
(IDR million)
(IDR million)
(IDR million)
(IDR million)
6,916
(S$0.7 million)
3,668
(S$0.4 million)
7,690
(S$0.8 million)
4,458
(S$0.5 million)
The services are provided at rates comparable to rates charged by other third party vendors
for the provision of similar services and are accordingly on an arms length basis and on
normal commercial terms.
Insurance Coverage
Our Group obtains mainly property all-risk insurance coverage in respect of certain of our
premises from PT Dinamika Prima Servitama (PT DPS) and PT Pan Pacific Insurance
(PT PPI). Property all-risk coverage includes insurance cover on our buildings, machinery,
office equipment, inventories and all assets on the insured premises. PT DPS and PT PPI are
associates of Mr. Hendrick Kolonas. The aggregate value of premiums paid to PT DMS and
PT PPI for FY2011, FY2012, FY2013 and for the Relevant Period, are as follows:
Aggregate premiums paid to PT

DPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aggregate premiums paid to PT
PPI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FY2011
FY2012
FY2013
Relevant Period
(IDR million)
(IDR million)
(IDR million)
(IDR million)
66
10,873
18,572
13,200
(S$6,990) (S$1.2 million) (S$2.0 million) (S$1.4 million)
4,446
(S$0.5 million)
As quotations obtained for similar insurance coverage from unrelated third party insurers were
comparable to the premiums proposed to be charged by PT DPS and PT PPI, the premiums
paid were on an arms length basis and on normal commercial terms.
Food Packaging
Our Group purchases packaging for our So Nice range of foods from PT Supratama Aneka
Industri (PT SAI). PT SAI is an associate of Mr. Hendrick Kolonas. The aggregate value of
purchases from PT SAI for FY2011, FY2012, FY2013 and for the Relevant Period, are as
follows:
Aggregate value of purchases from

PT SAI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FY2011
FY2012
FY2013
Relevant Period
(IDR million)
(IDR million)
(IDR million)
(IDR million)
12,753
11,514
25,213
19,100
The purchase of packaging from PT SAI was on an arms length basis and on normal
commercial terms. A bidding process was undertaken in the procurement process of such
packaging and PT SAI was selected taking into consideration a number of factors, including
the most competitive pricing and credit terms.
203
Other Present and Ongoing Interested Person Transactions

Syrup
Our Group purchases and distributes syrup produced by PT Karya Ciptanyata Wisesa (PT
KCW). PT KCW is an associate of Mr. Handojo Santosa. The aggregate value of the syrup
purchased from PT KCW for FY2011, FY2012, FY2013 and for the Relevant Period, are as
follows:
Aggregate sales value of products

from PT KCW . . . . . . . . . . . . . . . . . . . . . . . .
FY2011
FY2012
FY2013
Relevant Period
(IDR million)
(IDR million)
(IDR million)
(IDR million)
44,252
50,992
45,790
44,665
As the syrup was purchased by our Group on terms available to all unrelated third party
wholesale customers of PT KCW, the purchase of such syrup was on an arms length basis
and on normal commercial terms.
Membership Fees for HLMC
Our Group pays all club membership fees in respect of a Hang Lekir Members Club (HLMC)
membership owned by PT Citraphalaka Dewata (PT CD). The club membership is used for
corporate meetings and business entertainment and all senior and middle management of our
Group are entitled to use the club for business or personal leisure. PT CD is an associate of
Mr. Handojo Santosa. The aggregate value of membership fees paid on behalf of PT CD for
FY2011, FY2012, FY2013 and for the Relevant Period, are as follows:
Aggregate value membership fees

paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FY2011
FY2012
FY2013
Relevant Period
(IDR million)
(IDR million)
(IDR million)
(IDR million)
1,200
1,200
1,200
600
HLMC is maintained exclusively for the use of our Group. As no other club is able to provide
our Group with such exclusivity, we consider the payment of the membership fee for HLMC
on behalf of PT CD to be on an arms length basis and on normal commercial terms.
The transactions set out in Present and Ongoing Interested Person Transactions (including
the Property Leases and the Security Services Agreement) are deemed to have been
specifically approved, and as such these transactions are not subject to Rules 905 and 906 of
the Listing Manual to the extent that there are no subsequent changes to the terms of the
agreements in relation to each of these transactions. We intend to continue to enter into
similar transactions disclosed above in Present and Ongoing Interested Person
Transactions with our Interested Persons. Such transactions will be conducted in accordance
with the review procedures for interested person transactions as set out in the section entitled
Interested Person Transactions and Potential Conflict of InterestsReview Procedures for
Future Interested Person Transactions, and will be subject to Chapter 9 of the Listing
Manual, including Rules 905 and 906.
REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS
All future interested person transactions will be reviewed and approved in accordance with
the threshold limits set out under Chapter 9 of the Listing Manual, to ensure that they are
carried out on normal commercial terms and are not prejudicial to our interests and the
interests of our minority shareholders. In the event that such interested person transactions
require the approval of our Board and the Audit Committee, relevant information will be
submitted to the Board or the Audit Committee for review. In the event that such interested
204
person transactions require the approval of shareholders, additional information may be

required to be presented to shareholders and an independent financial adviser may be
appointed for an opinion.
In the review of all future interested person transactions the following procedures will be
applied:
(i)
transactions (either individually or as part of a series or if aggregated with other

transactions involving the same related party during the same financial year) equal to
or exceeding S$100,000 in value but below three per cent. of the value of our
Companys net tangible assets will be subject to review by the Audit Committee at
regular intervals;
(ii)

or exceeding three per cent. but below five per cent. of the value of our Companys net
tangible assets will be subject to the review and prior approval of the Audit Committee.
Such approval shall only be given if the transactions are on arms length commercial
terms and are consistent with similar types of transactions made with non-interested
parties; and
(iii)

or exceeding five per cent. of the value of our Companys net tangible assets will be
reviewed and approved by the Audit Committee, prior to such transactions being
entered into, which may, as it deems fit, request advice on the transaction from
independent sources or advisers, including the obtaining of valuations from
independent professional valuers.
A register will be maintained to record all interested person transactions (including the bases
on which they are entered into, amount and nature). The Audit Committee will review all
interested person transactions at least on a quarterly basis to ensure that they are carried out
on normal commercial terms and in accordance with the procedures outlined above. All
relevant non-quantitative factors will also be taken into account. Such review includes the
examination of the transaction and its supporting documents or such other data deemed
necessary by our Audit Committee. Our Audit Committee may request for any additional
information pertaining to the transaction under review from independent sources, advisers or
valuers as it deems fit.
In addition, our Board of Directors will also ensure that all disclosure, approval and other
requirements on interested person transactions, including those required by prevailing
legislation, the Listing Manual (in particular, Chapter 9 thereof) and relevant accounting
standards, are complied with. We will also endeavor to comply with the recommendations set
out in the Code of Corporate Governance.
The annual internal audit plan will incorporate a review of all interested person transactions
entered into. Our Audit Committee will review internal audit reports to ascertain that the
guidelines and procedures established to monitor interested person transactions have been
complied with. In addition, our Audit Committee will also review from time to time such
guidelines and procedures to determine if they are adequate and/or commercially practicable
in ensuring that transactions between us and our interested persons are conducted on arms
length commercial terms.
In the event that a member of the Audit Committee is interested in any interested person
transaction, he will abstain from reviewing that particular transaction. We will also disclose the
aggregate value of interested person transactions conducted during the current financial year
in our annual report.
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POTENTIAL CONFLICTS OF INTERESTS

In addition, certain of our Directors and Controlling Shareholders and their respective
Associates hold or may hold, whether directly or by way of deemed interest, not more than
5% interest in quoted or listed securities of companies that are in similar business as our
Group.
Save as set out above in this section entitled Interested Person Transactions and Potential
Conflicts of Interest, none of our Directors nor our Controlling Shareholders or any of their
Associates has any interest, direct or indirect:(a)
in any material transactions to which our Company or any of our Subsidiaries was or is
a party;
(b)
in any entity carrying on the same business or dealing in similar products which
competes materially and directly with the existing business of our Group, save for their
interests in quoted or listed securities which do not exceed 5.0% of the total amount of
issued securities in that class; and
(c)
in any company that is our customer or supplier of goods or services, save for their
interests in quoted or listed securities which do not exceed 5.0% of the total amount of
issued securities in that class.
Undertaking by Mr. Handojo Santosa

Mr. Handojo Santosa has executed a non-compete undertaking dated July 29, 2014 (Noncompete Undertaking) in favor of our Company which provides that, save with the prior
written approval of the Company, he shall not, and shall procure that the Handojo Group
entities do not Participate in the Specified Business in the Restricted Territories other than
through our Group. The Non-compete Undertaking is effective from the date of this
Prospectus and shall be in force for as long as:
(a)
Mr. Handojo Santosa is an executive director with an interest in at least 15% of the
total number of issued shares excluding treasury shares and preference shares in the
Company; and
(b)
the shares in the capital of the Company continue to be listed on the Official List of the
SGX-ST.
The Non-compete Undertaking shall not apply to:

(a)
the direct or indirect holding of any securities listed on a stock exchange, of an issuer
whose revenue derived from the Specified Business is in aggregate, less than 15% of
that issuer groups total revenue;
(b)
the holding by Mr. Handojo Santosa or any other Handojo Group entity of any
securities of the Company; or
(c)
transactions or matters involving or otherwise in connection with Handojo Group

entities which are Excluded Entities.
For the purposes of the Non-compete Undertaking:

Associates, in relation to Mr. Handojo Santosa,
(a)
his spouse, child, adopted child, stepchild or parent (immediate family);
(b)
the trustees of any trust of which he or his immediate family is a beneficiary or, in the
case of a discretionary trust, is a discretionary object;
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Control means the actual ability to control decision-making, directly or indirectly, in relation
to the financial and operating policies of an entity;
Excluded Entity means an entity which is listed on a stock exchange in any jurisdiction or
which is a subsidiary or associated company of any entity which is listed on such a stock
exchange or which may be in breach of any law, rule or regulation applicable to it if it were to
be subject to the restrictions of the Non-Compete Undertaking;
Handojo Group means,
(a)
Mr. Handojo Santosa;
(b)
Persons who are Associates of Mr. Handojo Santosa, and:

(i)
in the case of individuals, who are accustomed or under an obligation, whether

formal or informal, to act in accordance with Mr. Handojo Santosas directions,
instructions or wishes; and
(ii)
in the case of corporations, provided that the interest of 30% or more

constitutes the single largest shareholding of the corporation; and there is the
capacity to dominate decision-making in relation to the financial and operating
policies of the said corporation;
Participate means,
(a)
to in fact exercise Control over any entity engaged in the Specified Business
(b)
to hold 15% or more of the issued share capital or equity interests of any entity
(excluding treasury shares and preference shares) engaged in the Specified Business;
or
(c)
to exercise control over 15% or more of the voting shares of any entity engaged in the
Specified Business;
Restricted Territories means (a) Republic of Indonesia, (b) The Peoples Republic of
China, (c) Socialist Republic of Vietnam, (d) Republic of India, (e) Republic of the Union of
Myanmar; (f) Singapore, (g) Malaysia, (h) Hong Kong Special Administrative Region;
Specified Business means the following businesses carried out on an industrial scale,
(a)
the breeding of, manufacture of animal feed for, commercial farming of the following:
(i)
poultry,
(ii)
beef,
(iii)
swine, and
(iv)
aquaculture;
(b)
dairy farming, milk processing and branded milk distribution; and
(c)
production and processing of ambient, chilled and frozen animal protein-based

consumer food.
Interests of Experts
None of the experts named in this Prospectus:
(a)
is employed on a contingent basis by our Company or any of our subsidiaries;

207
(b)
has a material interest, whether direct or indirect, in our Shares or the shares of our
subsidiaries; or
(c)
has a material economic interest, whether direct or indirect, in our Company, including
an interest in the success of the Offering.
Interests of the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners
and Underwriters
The Joint Global Coordinators, Joint Issue Manager and Joint Bookrunners and Underwriters
and their affiliates engage in transactions with, and perform services for our Group in the
ordinary course of business and have engaged, and may in the future engage, in commercial
banking and investment banking transactions, private banking, securities trading, asset and
funds management, research, insurance and/or advisory services, with our Group, for which
they have received, and may in the future receive, customary compensation. In the
reasonable opinion of our Directors, the Joint Global Coordinators, Joint Issue Manager and
Joint Bookrunners and Underwriters do not have a material relationship with our Company
save for certain credit and/or banking facilities provided by them and/or their related
corporations as disclosed in Use of Proceeds and Material Indebtedness.
208
TAXATION
Singapore Taxation
The statements made herein regarding taxation are general in nature and based on certain
aspects of the current tax laws of Singapore, administrative guidelines and circulars issued by
the relevant authorities in force as of the date of this Prospectus and are subject to any
changes in such laws or administrative guidelines or circulars, or in the interpretation of these
laws or guidelines or circulars, occurring after such date, which changes could be made on a
retrospective basis. These laws, guidelines and circulars are also subject to various
interpretations, and the relevant tax authorities or the courts could later disagree with the
explanations or conclusions set out below. The statements below are not to be regarded as
advice on the tax position of any holder of our Shares or of any person acquiring, selling or
otherwise dealing with our Shares or on any tax implications arising from the acquisition, sale
or other dealings in respect of our Shares. The statements made herein do not purport to be a
comprehensive or exhaustive description of all of the tax considerations that may be relevant
to a decision to purchase, own or dispose of our Shares and do not purport to deal with the
tax consequences applicable to all categories of investors some of which (such as dealers in
securities) may be subject to special rules. Prospective shareholders are advised to consult
their own tax advisers as to the Singapore or other tax consequences of the acquisition,
ownership or disposal of our Shares. The statements below are based on the assumption that
our Company is a tax resident in Singapore for Singapore income tax purposes. It is
emphasized that neither our Company nor any other persons involved in this Prospectus
accept responsibility for any tax effects or liabilities resulting from the subscription for,
purchase, holding or disposal of our Shares.
Individual income tax
An individual is a tax resident in Singapore in a year of assessment if, in the preceding year,
he was physically present in Singapore or exercised an employment in Singapore (other than
as a director of a company) for 183 days or more, or if he resides in Singapore.
Individual taxpayers who are Singapore tax residents are subject to Singapore income tax on
income accruing in or derived from Singapore, unless the income is specifically exempt from
tax in Singapore. All foreign-sourced income received in Singapore on or after January 1,
2004 by a Singapore tax resident individual (except for income received through a partnership
in Singapore) is exempt from Singapore income tax if the Comptroller of Income Tax in
Singapore (Comptroller) is satisfied that the tax exemption would be beneficial to the
individual.
A Singapore tax resident individual is taxed at progressive rates ranging from 0.0 per cent. to
20.0 per cent. Non-Singapore resident individuals, subject to certain exceptions and
conditions, are subject to Singapore income tax on income accruing in or derived from
Singapore (other than employment income) at the rate of 20.0 per cent. Non-Singapore
resident individuals receiving Singapore employment income are taxed at a flat rate of
15.0 per cent or resident rates whichever gives rise to a higher tax payable.
Corporate income tax
A corporate taxpayer is regarded as resident in Singapore for Singapore tax purposes if the
control and management of its business is exercised in Singapore.
Corporate taxpayers who are Singapore tax residents are subject to Singapore income tax on
income accruing in or derived from Singapore and, subject to certain exceptions, on foreign
sourced income received or deemed to be received in Singapore. Under section 13(8) of the
Singapore Income Tax Act (ITA), foreign-sourced income in the form of dividends, branch
profits and services income received or deemed to be received in Singapore by Singapore tax
209
resident companies on or after June 1, 2003 are exempt from tax if the following prescribed
conditions are met:
(i)
such income is subject to tax of a similar character to income tax under the law of the
jurisdiction from which such income is received;
(ii)
at the time the income is received in Singapore, the highest rate of tax of a similar
character to income tax (by whatever name called) levied under the law of the territory
from which the income is received on any gains or profits from any trade or business
carried on by any company in that territory at that time is not less than 15.0 per cent.;
and
(iii)
the Comptroller is satisfied that the tax exemption would be beneficial to the person
resident in Singapore.
Certain concessions and clarifications have also been announced by the Inland Revenue
Authority of Singapore with respect to such conditions. In particular, companies engaged in
substantive business activities overseas that remit their foreign-sourced dividend, foreign
branch profits and foreign-sourced service income to Singapore but are unable to meet the
conditions for tax exemption under section 13(8) of the ITA may be granted tax exemption
under section 13(12) of the ITA if they remit their specified foreign income under specific
scenarios and satisfy the qualifying conditions.
A non-Singapore resident corporate taxpayer is subject to income tax on income that is
accrued in or derived from Singapore, and on foreign-sourced income received or deemed
received in Singapore, subject to certain exceptions.
The corporate tax rate is 17.0 per cent with effect from year of assessment 2010. In addition,
three quarters of up to the first S$10,000, and one-half of up to the next S$290,000, of a
companys chargeable income otherwise subject to normal taxation is exempt from corporate
tax. The remaining chargeable income will be fully taxable at the corporate tax rate.
New start-up companies will also, subject to certain conditions, be eligible for full tax
exemption on the first S$100,000 and 50% tax exemption on the next S$200,000 of their
normal chargeable income for each of their first three consecutive years of assessment.
Dividend distributions
Where our Company is treated as a tax resident of Singapore, dividends received in respect
of our Shares by either a resident or non-resident of Singapore are not subject to Singapore
withholding tax.
Under the Singapore one-tier corporate tax system, the tax on corporate profits is final and
dividends paid by a Singapore resident company are exempt from Singapore income tax in
the hands of a shareholder, regardless of whether the shareholder is a company or an
individual and whether or not the shareholder is a Singapore tax resident.
Gains on disposal of Shares
Singapore does not impose tax on capital gains. There are no specific laws or regulations
which deal with the characterization of whether a gain is income or capital in nature. Gains
arising from the disposal of our Shares may be construed to be of an income nature and
subject to Singapore income tax, if they arise from activities which are regarded as the
carrying on of a trade or business and the gains are sourced in Singapore.
For non-dealers in securities, gains derived from the disposal of equity investments made
during the period June 1, 2012 to May 31, 2017 will not be taxed if the divesting company
holds a minimum of 20% interest in the company whose shares are being disposed of and
such shareholding had been held for a continuous period of at least twenty four months prior
to the disposal.
210
In addition, shareholders who apply, or who are required to apply, the Singapore Financial
Reporting Standard 39 Financial InstrumentsRecognition and Measurement (FRS 39) for
the purposes of Singapore income tax may be required to recognize gains or losses (not
being gains or losses in the nature of capital) in accordance with the provisions of FRS 39 (as
modified by the applicable provisions of Singapore income tax law) even though no sale or
disposal of our Shares is made. Shareholders who may be subject to such tax treatment
should consult their own accounting and tax advisers regarding the Singapore income tax
consequences of their acquisition, holding and disposal of our Shares.
Stamp duty
There is no stamp duty payable on the subscription of our Shares.
Where our Shares evidenced in certificated form are acquired in Singapore, stamp duty is
payable on the instrument of transfer of our Shares at 0.2 per cent of the consideration for, or
market value of, our Shares, whichever is higher. The stamp duty is borne by the purchaser
unless there is an agreement to the contrary. Where an instrument of transfer is executed
outside Singapore or no instrument of transfer is executed, no stamp duty is payable on the
acquisition of our Shares. However, stamp duty may be payable if the instrument of transfer is
executed outside Singapore and is received in Singapore.
Stamp duty is not applicable to electronic transfers of our Shares through the scripless trading
system operated by CDP.
Estate duty
Singapore estate duty has been abolished with respect to all deaths occurring on or after
February 15, 2008.
Goods and Services Tax (GST)
The sale of our Shares by a GST-registered investor belonging in Singapore for GST
purposes through SGX to another person belonging in Singapore is an exempt supply which
is not subject to GST. Any input GST incurred by the GST-registered investor in making such
an exempt supply cannot be recovered from the Singapore Comptroller of GST.
Where our Shares are supplied by a GST-registered investor in the course of or furtherance
of a business carried on by such investor contractually to and for the direct benefit of a person
belonging outside Singapore and who is outside Singapore at the time the sale is executed,
the sale should generally, be considered a taxable supply subject to GST at 0.0 per cent. Any
input GST incurred by the GST-registered investor in making such a supply in the course of or
furtherance of a business carried on by such investor may be recoverable from the Singapore
Comptroller of GST, subject to the input tax recovery conditions.
Services consisting of arranging, broking, underwriting or advising on the issue, allotment or
transfer of ownership of our Shares rendered by a GST-registered person to an investor
belonging in Singapore for GST purposes in connection with the investors purchase, sale or
holding of our Shares will be subject to GST at the standard rate of 7.0 per cent. Similar
services rendered contractually to and for the direct benefit of an investor belonging outside
Singapore and who is outside Singapore when the services are performed would generally,
be subject to GST at 0.0 per cent.
211
PLAN OF DISTRIBUTION
The Offering
Credit Suisse (Singapore) Limited and DBS Bank Ltd. are acting as Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters (the
Underwriters), and Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as
Rabobank International), Singapore Branch is acting as the Co-Lead Manager (the Co-Lead
Manager) in connection with the Offering. The Offering consists of: (i) the International Offer
to institutional and other investors in Singapore, and elsewhere (including the Reserved
Shares); and (ii) the Singapore Public Offer. The Underwriters may allocate the Offering
Shares between the International Offer and the Singapore Public Offer in the event of undersubscription in one and over-subscription in the other upon consultation by the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters with the Company.
The International Offer
We and the Underwriters for the International Offer have entered into a placement agreement
(the Placement Agreement) dated August 7, 2014 pursuant to which we will sell, and each
Underwriter severally and not jointly, has agreed to procure the purchase of, or to purchase,
subject to certain conditions, the number of Offering Shares set forth opposite such
Underwriters name in the following table, at the Offering Price. The Placement Agreement
may be terminated at any time prior to the issue and transfer (as applicable) of the Offering
Shares pursuant to the terms of the Placement Agreement upon the occurrence of certain
events, including, among other things, certain force majeure events.
Number of
Offering Shares
Underwriters
Credit Suisse (Singapore) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115,600,000

DBS Bank Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115,600,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231,200,000
Subject to the terms and conditions set forth in the Placement Agreement, the Underwriters
for the International Offer have agreed, severally and not jointly, to purchase all of the
Offering Shares sold under the Placement Agreement if any of these Offering Shares are not
purchased. If an Underwriter defaults, the Placement Agreement provides that the nondefaulting Underwriters or the Company may arrange for the Offering Shares to be purchased
by other persons, or the Placement Agreement may be terminated.
The Underwriters are offering the Offering Shares, subject to prior sale, when, as and if
issued or sold to and accepted by them, subject to certain conditions precedent including
approval of legal matters by their counsel, the validity of the Offering Shares and other
matters, and the receipt by the Underwriters of officers certificates and legal opinions. The
Underwriters reserve the right to withdraw, cancel or modify such offers and to reject orders in
whole or in part.
The Underwriters may enter into sub-placement arrangements in respect of their obligations
under the Placement Agreement, upon such terms and conditions as they deem fit.
The Singapore Public Offer
We and the Underwriters have also entered into an offer agreement dated August 7, 2014
(the Offer Agreement) for the sale of the Offering Shares to the public in Singapore.
Subject to the terms and conditions in the Offer Agreement and concurrently with the sale of
Offering Shares pursuant to the Placement Agreement, we have agreed to appoint the
Underwriters to procure subscribers, and the Underwriters severally have agreed to procure
subscribers, or failing which, to subscribe for and/or purchase, subject to certain conditions,
212
the number of Offering Shares set forth opposite such Singapore Underwriters name in the
following table, at the Offering Price.
Number of
Offering Shares
Singapore Underwriters
Credit Suisse (Singapore) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DBS Bank Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,400,000
8,400,000
16,800,000
The closing of the International Offer is conditional upon the closing of the Singapore Public
Offer and vice versa.
The closing of the Offering is conditional upon certain events including the fulfillment, or
waiver by the SGX-ST, of all conditions contained in the letter of eligibility from the SGX-ST
for the listing and quotation of our issued Shares, the Offering Shares, the Additional Shares
and the Plan Shares on the Official List of the SGX-ST.
The Underwriters may enter into sub-underwriting arrangements in respect of their obligations
under the Offer Agreement, upon such terms and conditions as they deem fit.
Commission
We will pay the Underwriters, as compensation for their services in connection with the offer
and sale of the Offering Shares in the Offering, an underwriting commission of 2.0 per cent. of
an amount equal to the total number of Offering Shares under the Offering and any Additional
Shares sold pursuant to the exercise of the Over-allotment Option multiplied by the Offering
Price. The underwriting commission per Offering Share is S$0.016. In addition, we may, at
our sole discretion, pay any one or more of the Underwriters an incentive fee in such amount
for their respective individual accounts as may be determined by us in our sole discretion,
which shall not in the aggregate exceed 1.0 per cent. of the Offering Price multiplied by the
aggregate number of Offering Shares and the Additional Shares. We have also agreed to
reimburse the Underwriters for certain expenses incurred in connection with the Offering.
Purchasers of the Offering Shares, other than those in the Singapore Public Offer, may be
required to pay to the Underwriters a brokerage fee equal to 1.0 per cent. of the Offering Price
at the time of settlement.
Reserved Shares
Out of the International Offer and subject to compliance with applicable laws and regulations,
up to 22,500,000 Offering Shares will be reserved for subscription by our directors,
employees and business associates and others who have contributed to the success and
development of our Group. If any of the Reserved Shares are not taken up, they will be
available to satisfy over-subscription (if any) for the Offering Shares in the International Offer
and/or the Singapore Public Offer. Reserved Shares subscribed or purchased will be, except
as restricted by applicable securities laws, available for resale following the Offering.
No Existing Public Market
Prior to the Offering, there has been no trading market for our Shares. The Offering Price was
determined after a book building process and agreed among ourselves and the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters. Among the factors
considered in determining the Offering Price of the Offering Shares were the prevailing
market conditions, current market valuations of publicly traded companies that we and the
Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters believe
to be reasonably comparable to us, an assessment of our recent historical performance,
estimates of our business potential and earnings prospects, the current state of our
development and the current state of our industry and the economy as a whole.
213
Over-allotment Option
In connection with the Offering, the Company has granted Credit Suisse (Singapore) Limited
as Stabilizing Manager, on behalf of the Joint Global Coordinators, Joint Issue Managers,
Joint Bookrunners and Underwriters an Over-allotment Option to purchase up to an
aggregate of 37,200,000 Additional Shares (representing 15.0 per cent. of the total Offering
Shares) at the Offering Price, exercisable in whole or in part by the Stabilizing Manager, on its
own behalf and on behalf of the Underwriters, on one or more occasions, from the Listing
Date on the SGX-ST until the earlier of (i) the date falling 30 days from the Listing Date, and
(ii) the date when the Stabilizing Manager or its appointed agent has bought on the SGX-ST
an aggregate of 37,200,000 Shares, representing 15.0 per cent. of the total Offering Shares,
to undertake stabilizing actions, solely to cover the over-allotment of the Offering Shares, if
any. The exercise of the Over-allotment Option will not affect the total number of issued
Shares outstanding immediately after the completion of the Offering.
Share Lending Agreement
The Stabilizing Manager will enter into a share lending agreement with Tallowe Services Inc
(the Share Lending Agreement) to borrow up to 37,200,000 Shares from it, which will be
borrowed before the commencement of trading of our Shares on the SGX-ST, for the purpose
of facilitating settlement of over-allotments, if any, in connection with this Offering pending
exercise of the Over-allotment Option and stabilizing actions. Any Shares that may be
borrowed by the Stabilizing Manager under the Share Lending Agreement will be returned by
the Stabilizing Manager to the Company either through the purchase of Shares in the open
market by the Stabilizing Manager in the conduct of stabilization activities or through exercise
of the Over-allotment Option by the Stabilizing Manager on behalf of itself and the
Underwriters.
Indemnities
We have agreed in the Placement Agreement and the Offer Agreement to indemnify the
Underwriters against, inter alia, certain losses, claims, damages and liabilities, including those
that arise out of or are based upon (i) any statement of a material fact contained in this
Prospectus being untrue or alleged to be untrue or any omission or alleged omission to state
herein a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading in, or (ii) caused by any of our
warranties and representations being alleged to be untrue or incorrect or any actual or alleged
breach by us of any of our obligations under the Placement Agreement and the Offer
Agreement, and to contribute to payments the Underwriters may be required to make in
respect of those liabilities in accordance with the terms thereof.
Agreement Among Underwriters
The Underwriters will be entering into the Agreement Among Underwriters that provides for
the co-ordination of their activities.
No Sales of Similar Securities and Lock-up
The Company
We have agreed with the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners
and Underwriters that, from the date of the lock-up letter until the date falling six months from
the Listing Date (the Lock-up Period), we will not, without the prior written consent of the
Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters:
issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option or right or warrant to purchase,
lend, hypothecate or encumber or otherwise transfer or dispose of, directly or indirectly,
214
any Shares or any securities convertible into or exercisable or exchangeable for or which
carry rights to subscribe or purchase any Shares;
enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of Shares or any securities convertible
into or exercisable or exchangeable for or which carry rights to subscribe or purchase
Shares;
deposit any Shares or any securities convertible into or exchangeable for or which carry
rights to subscribe or purchase Shares in any depository receipt facilities, whether any
such transaction described above is to be settled by delivery of Shares or such other
securities, in cash or otherwise; or
publicly disclose our intention to do any of the above.
This restriction shall not apply in respect of (i) Offering Shares issued pursuant to the
Offering, (ii) the Additional Shares (if any) issued pursuant to the Over-allotment Option; and
(iii) the issue of Shares, or grant of Share awards, under the PSP.
Rangi Management Limited, Tasburgh Limited and Tallowe Services Inc
Each of Rangi Management Limited, Tasburgh Limited and Tallowe Services Inc has agreed
with the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and
Underwriters that, for the duration of the Lock-up Period, it will not, without the prior written
consent of the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and
Underwriters, directly or indirectly:
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option or right or warrant to purchase, lend,
hypothecate or encumber or otherwise transfer or dispose of, any Shares that each of
them hold as on the Listing Date (Lock-up Shares) or any securities convertible into or
exercisable or exchangeable for or which carry rights to subscribe or purchase any
Lock-up Shares;
any of the economic consequences of ownership of any Lock-up Shares or any
securities convertible into or exercisable or exchangeable for or which carry rights to
subscribe or purchase any Lock-up Shares;
deposit any Lock-up Shares or any securities convertible into or exchangeable for or
which carry rights to subscribe or purchase any Shares in any depository receipt
facilities, whether any such transaction described above is to be settled by delivery of
Lock-up Shares or such other securities, in cash or otherwise; or
publicly disclose any intention to do any of the above.
The restrictions in the preceding paragraph shall not apply during the Lock-up Period to:
in the case of Tallowe Services Inc only, the transfer of Lock-up Shares as contemplated
under the Share Lending Agreement;
the creation of a charge or pledge over any Lock-up Shares and/or shares in any Coutts
Subsidiary (as defined below) and/or any Permitted Transferee (as defined below)
having an interest in any Lock-up Shares or other grant of security over or creation of
any encumbrance over any Lock-up Shares, provided that such charge, pledge, security
or encumbrance can only be enforced after the Lock-up Period;
the transfer of any Lock-up Shares to and between wholly-owned subsidiaries of

Coutts & Co Trustees (Jersey) Limited (Coutts) (as trustee of the Scuderia Trust)
215
(each a Coutts Subsidiary), provided that such Coutts Subsidiary has executed and
delivered to the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and
Underwriters an undertaking on substantially the same terms to the effect that it will
undertake to comply with the foregoing restrictions for the unexpired period of the
Lock-up Period;
the transfer of any Lock-up Shares to any Santosa Family Company or a Santosa Family
Member or their respective Permitted Transferee, provided that such Santosa Family
Company, Santosa Family Member or Permitted Transferee has executed and delivered
to the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and
Underwriters an undertaking on substantially the same terms to the effect that it will
comply with the foregoing restrictions for the unexpired period of the Lock-up Period.
For the purposes of the preceding paragraph:
Santosa Family Company in relation to the undertaking from Rangi Management

Limited, means Fusion Investment Holdings Limited, Rangi Management Limited and/or
Tallowe Services Inc; in relation to the undertaking from Tasburgh Limited, means
Fusion Investment Holdings Limited, Rangi Management Limited and/or Tallowe
Services Inc; and in relation to the undertaking from Tallowe Services Inc, means Fusion
Investment Holdings Limited, Rangi Management Limited and/or Tallowe Services Inc;
Santosa Family Member means Handojo Santosa @ Kang Kiem Han, Farida
Gustimego Santosa, Renaldo Santosa, Gabriella Santosa, Mikael Santosa and/or
Raffaela Santosa;
Permitted Transferee means (i) any wholly-owned subsidiary of the respective lock-up
party or a Santosa Family Company, (ii) a corporation that has the same shareholders as
the respective lock-up party or a Santosa Family Company, (iii) a corporation that is
wholly-owned by any or all of the Santosa Family Members, and/or (iv) any replacement
trustee(s) of the Scuderia Trust (in that capacity) and/or wholly-owned subsidiaries of
such replacement trustee(s) (in that capacity).
Morze International Limited

Morze International Limited has agreed with the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters that, for the duration of the Lock-up Period, it
will not, without the prior written consent of the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters, directly or indirectly:
hypothecate or encumber or otherwise transfer or dispose of, any Shares that its owns or
will own on the Listing Date (Morze Lock-up Shares) or any securities convertible into
or exercisable or exchangeable for or which carry rights to subscribe or purchase any
Morze Lock-up Shares;
any of the economic consequences of ownership of any Morze Lock-up Shares or any
subscribe or purchase any Morze Lock-up Shares;
deposit any Morze Lock-up Shares or any securities convertible into or exchangeable for
or which carry rights to subscribe or purchase any Shares in any depository receipt
facilities, whether any such transaction described above is to be settled by delivery of the
Morze Lock-up Shares or such other securities, in cash or otherwise; or

216
the creation of a charge or pledge over any Morze Lock-up Shares and/or shares in any
Coutts Subsidiary (as defined below) and/or any Permitted Transferee (as defined
below) having an interest in any Morze Lock-up Shares or other grant of security over or
creation of any encumbrance over any Morze Lock-up Shares, provided that such
charge, pledge, security or encumbrance can only be enforced after the Lock-up Period;
the transfer of any Morze Lock-up Shares to and between wholly-owned subsidiaries of
Coutts (as trustee of the Capital Two Trust) (each a Coutts Subsidiary), provided that
such Coutts Subsidiary has executed and delivered to the Joint Global Coordinators,
Joint Issue Managers, Joint Bookrunners and Underwriters an undertaking on
substantially the same terms to the effect that it will undertake to comply with the
foregoing restrictions for the unexpired period of the Lock-up Period;
the transfer of any Morze Lock-up Shares to any Kolonas Family Member or their
respective Permitted Transferee, provided that such Kolonas Family Company or
Permitted Transferee has executed and delivered to the Joint Global Coordinators, Joint
Issue Managers, Joint Bookrunners and Underwriters an undertaking on substantially
the same terms to the effect that it will comply with the foregoing restrictions for the
unexpired period of the Lock-up Period.
Kolonas Family Member means Rachel Anastasia Kolonas, Hendrick Kolonas, Mieke
Kolonas, Aldrian Irvan Kolonas and/or Marcellina Claudia Kolonas;
Permitted Transferee means (i) any wholly-owned subsidiary of Morze International

Limited, (ii) a corporation that has the same shareholders as Morze International Limited,
(iii) a corporation that is wholly-owned by any or all of the Kolonas Family Members, and/
or (iv) any replacement trustee(s) of the Capital Two Trust (in that capacity) and/or
wholly-owned subsidiaries of such replacement trustee(s) (in that capacity).
Mr. Handojo Santosa

Mr. Handojo Santosa has agreed with the Joint Global Coordinators, Joint Issue Managers,
Joint Bookrunners and Underwriters that, for the duration of the Lock-up Period, he will not,
and shall (i) procure that Tallowe Services Inc will not (in respect of any HS Lock-Up Shares
(as defined below) held by Tallowe Services Inc only), and (ii) exercise such powers as he
may have under the terms of the Scuderia Trust to procure that Coutts & Co Trustees
(Jersey) Limited (as trustee of the Scuderia Trust), Fusion Investment Holdings Limited,
Rangi Management Limited and Tasburgh Limited will not, without the prior written consent of
the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters,
directly or indirectly:
hypothecate or encumber or otherwise transfer or dispose of, any Shares legally and/or
beneficially (whether directly or indirectly) owned or to be owned by Fusion Investment
Holdings Limited, Rangi Management Limited, Tasburgh Limited and/or Tallowe
Services Inc on the Listing Date (HS Lock-up Shares) or any securities convertible
any HS Lock-up Shares;
any of the economic consequences of ownership of the HS Lock-up Shares or any
subscribe or purchase HS Lock-up Shares;
217
deposit any HS Lock-up Shares or any securities convertible into or exchangeable for or
which carry rights to subscribe or purchase HS Lock-up Shares in any depository receipt
facilities, whether any such transaction described above is to be settled by delivery of HS
Lock-up Shares or such other securities, in cash or otherwise;
hypothecate or encumber or otherwise transfer or dispose of, directly or indirectly, any
shares in Tallowe Services Inc or (in respect of the Coutts) Fusion Investment Holdings
Limited, Rangi Management Limited and Tasburgh Limited, or any securities convertible
any shares in Tallowe Services Inc or (in respect of the Coutts) Fusion Investment
Holdings Limited, Rangi Management Limited and Tasburgh Limited;
any of the economic consequences of ownership of shares in Tallowe Services Inc or (in
respect of the Coutts) Fusion Investment Holdings Limited, Rangi Management Limited
and Tasburgh Limited, or any securities convertible into or exercisable or exchangeable
for or which carry rights to subscribe or purchase any shares in Tallowe Services Inc or
(in respect of the Coutts) Fusion Investment Holdings Limited, Rangi Management
Limited and Tasburgh Limited;
deposit any shares in Tallowe Services Inc or (in respect of the Coutts) Fusion
Investment Holdings Limited, Rangi Management Limited and Tasburgh Limited or any
securities convertible into or exchangeable for or which carry rights to subscribe or
purchase any shares in Tallowe Services Inc or (in respect of the Coutts) Fusion
Investment Holdings Limited, Rangi Management Limited and Tasburgh Limited in any
depository receipt facilities, whether any such transaction described above is to be
settled by delivery of any shares in Tallowe Services Inc or (in respect of the Coutts)
Fusion Investment Holdings Limited, Rangi Management Limited and Tasburgh Limited
or such other securities, in cash or otherwise; and
the transfer of HS Lock-up Shares as contemplated under the Share Lending

Agreement;
the creation of a charge or pledge over (i) any HS Lock-up Shares, (ii) shares in Tallowe
Services Inc, Fusion Investment Holdings Limited, Rangi Management Limited and/or
Tasburgh Limited (the HS Relevant Shares) and/or (iii) shares in any Coutts
Subsidiary (as defined below) and/or any Permitted Transferee (as defined below)
having an interest in HS Lock-up Shares and/or HS Relevant Shares or other grant of
security over or creation of any encumbrance over the foregoing, provided that such
charge, pledge, security or encumbrance can only be enforced after the Lock-up Period;
the transfer of (i) any HS Lock-up Shares to and between wholly-owned subsidiaries of
Coutts (as trustee of the Scuderia Trust) (each a Coutts Subsidiary) or (ii) any HS
Relevant Shares and/or any Coutts Subsidiary holding an interest in any HS Lock-up
Shares or HS Relevant Shares to any other Coutts Subsidiary, provided that such Coutts
Subsidiary has executed and delivered to the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters an undertaking substantially on the
same terms to the effect that it will undertake to comply with the foregoing restrictions for
the unexpired period of the Lock-up Period; or
the transfer of any HS Lock-up Shares and/or any HS Relevant Shares to any Santosa
Family Company or a Santosa Family Member or their respective Permitted Transferee,
218
provided that such Santosa Family Company, Santosa Family Member or Permitted
Transferee has executed and delivered to the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters an undertaking on substantially the
same terms to the effect that it will comply with the foregoing restrictions for the
unexpired period of the Lock-up Period.
Santosa Family Company means Fusion Investment Holdings Limited, Rangi

Management Limited, Tasburgh Limited and/or Tallowe Services Inc;
Raffaela Santosa;
Permitted Transferee means (i) any wholly-owned subsidiary of a Santosa Family

Company, (ii) a corporation that has the same shareholders as a Santosa Family
Company, (iii) a corporation that is wholly-owned by any or all of the Santosa Family
Members, and/or (iv) Coutts (in its capacity as trustee of the Scuderia Trust) or any
replacement trustee(s) of the Scuderia Trust (in that capacity) and/or wholly-owned
subsidiaries of such replacement trustee(s) (in that capacity).
Mr. Handojo Santosa, in his capacity as settlor of the Scuderia Trust, has further agreed that
if, during the Lock-up Period, the trustee of the Scuderia Trust is removed, replaced or
additional trustees are appointed, he will procure that such new or additional trustees will
enter into substantially identical undertakings that Coutts & Co Trustees (Jersey) Limited (as
trustee of the Scuderia Trust) has given in favor of the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters.
Fusion Investment Holdings Limited
Fusion Investment Holdings Limited has agreed with the Joint Global Coordinators, Joint
Issue Managers, Joint Bookrunners and Underwriters that, for the duration of the Lock-up
Period, it will not, without the prior written consent of the Joint Global Coordinators, Joint
Issue Managers, Joint Bookrunners and Underwriters, directly or indirectly:
hypothecate or encumber or otherwise transfer or dispose of, any Shares which it legally
and/or beneficially (whether directly or indirectly) owns or will own on the Listing Date
(Fusion Lock-up Shares) or any securities convertible into or exercisable or
exchangeable for or which carry rights to subscribe or purchase any Fusion Lock-up
Shares;
any of the economic consequences of ownership of the Fusion Lock-up Shares or any
subscribe or purchase the Fusion Lock-up Shares;
deposit any Fusion Lock-up Shares or any securities convertible into or exchangeable
for or which carry rights to subscribe or purchase Fusion Lock-up Shares in any
settled by delivery of Fusion Lock-up Shares or such other securities, in cash or
otherwise;
hypothecate or encumber or otherwise transfer or dispose of, any shares in Rangi
219
Management Limited (the Fusion Relevant Shares) or any securities convertible into
or exercisable or exchangeable for or which carry rights to subscribe or purchase any
Fusion Relevant Shares;
any of the economic consequences of ownership of any Fusion Relevant Shares or any
subscribe or purchase any Fusion Relevant Shares;
deposit any Relevant Shares or any securities convertible into or exchangeable for or
which carry rights to subscribe or purchase any Fusion Relevant Shares in any
settled by delivery of any Fusion Relevant Shares or such other securities, in cash or
otherwise; or
the creation of a charge or pledge over any Fusion Lock-up Shares and/or Fusion
Relevant Shares and/or shares in any Fusion Subsidiary (as defined below) and/or any
Permitted Transferee (as defined below) having an interest in any Fusion Lock-up
Shares and/or Fusion Relevant Shares or other grant of security over or creation of any
encumbrance over the Fusion Lock-up Shares, provided that such charge, pledge,
security or encumbrance can only be enforced after the Lock-up Period;
the transfer of (i) any Fusion Lock-up Shares to and between wholly-owned subsidiaries
of Coutts (as trustee of the Scuderia Trust) (each a Fusion Subsidiary) or (ii) any
Fusion Relevant Shares and/or any Fusion Subsidiary holding an interest in any Fusion
Lock-up Shares or Fusion Relevant Shares (as the case may be) to any other Fusion
Subsidiary, provided that such Subsidiary has executed and delivered to the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters an undertaking
on substantially the same terms to the effect that it will undertake to comply with the
foregoing restrictions for the unexpired period of the Lock-up Period; or
the transfer of any Fusion Lock-up Shares and/or any Fusion Relevant Shares to any
Santosa Family Company or a Santosa Family Member or their respective Permitted
Transferee, provided that such Santosa Family Company, Santosa Family Member or
Permitted Transferee has executed and delivered to the Joint Issue Managers an
undertaking on substantially the same terms to the effect that it will comply with the
foregoing restrictions for the unexpired period of the Fusion Lock-up Period.
Santosa Family Company means Rangi Management Limited, Tasburgh Limited

and/or Tallowe Services Inc;
Raffaela Santosa;
Permitted Transferee means (i) any wholly-owned subsidiary of Fusion Investment

Holdings Limited or a Santosa Family Company, (ii) a corporation that has the same
shareholders as Fusion Investment Holdings Limited or a Santosa Family Company,
(iii) a corporation that is wholly-owned by any or all of the Santosa Family Members
and/or (iv) any replacement trustee(s) of the Scuderia Trust (in that capacity) and/or
wholly-owned subsidiaries of such replacement trustee(s) (in that capacity).
220
Ms. Rachel Anastasia Kolonas

Ms. Rachel Anastasia Kolonas has agreed with the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters that, for the duration of the Lock-up Period,
she will not, and shall exercise such powers as she may have under the terms of the Capital
Two Trust to procure that Coutts & Co Trustees (Jersey) Limited (as trustee of the Capital
Two Trust) and Morze International Limited will not, without the prior written consent of the
Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters,
directly or indirectly:
hypothecate or encumber or otherwise transfer or dispose of, any Shares legally and/or
beneficially (whether directly or indirectly) owned or to be owned by the respective
entities on the Listing Date (as defined below) (RAK Lock-up Shares) or any
subscribe or purchase any Lock-up Shares;
any of the economic consequences of ownership of the RAK Lock-up Shares or any
subscribe or purchase RAK Lock-up Shares;
deposit any RAK Lock-up Shares or any securities convertible into or exchangeable for
or which carry rights to subscribe or purchase RAK Lock-up Shares in any depository
receipt facilities, whether any such transaction described above is to be settled by
delivery of RAK Lock-up Shares or such other securities, in cash or otherwise;
hypothecate or encumber or otherwise transfer or dispose of, any shares in Morze
International Limited (the RAK Relevant Shares), or any securities convertible into or
exercisable or exchangeable for or which carry rights to subscribe or purchase any RAK
Relevant Shares;
any of the economic consequences of ownership of the RAK Relevant Shares, or any
subscribe or purchase any RAK Relevant Shares;
deposit any RAK Relevant Shares or any securities convertible into or exchangeable for
or which carry rights to subscribe or purchase any RAK Relevant Shares in any
settled by delivery of any RAK Relevant Shares or such other securities, in cash or
otherwise; or
the creation of a charge or pledge over (i) any RAK Lock-up Shares, (ii) any RAK
Relevant Shares and/or (iii) shares in any Coutts Subsidiary (as defined below) and/or
any Permitted Transferee (as defined below) having an interest in Lock-up Shares and/or
RAK Relevant Shares or other grant of security over or creation of any encumbrance
over the foregoing, provided that such charge, pledge, security or encumbrance can only
be enforced after the Lock-up Period;
the transfer of (i) any RAK Lock-up Shares to and between wholly-owned subsidiaries of
Coutts (as trustee of the Capital Two Trust) (each a Coutts Subsidiary) or (ii) any RAK
221
Relevant Shares and/or any Coutts Subsidiary holding an interest in any Lock-up Shares
and/or RAK Relevant Shares to any other Coutts Subsidiary, provided that such Coutts
Subsidiary has executed and delivered to the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters an undertaking substantially on the
same terms to the effect that it will undertake to comply with the foregoing restrictions for
the unexpired period of the Lock-up Period; and
the transfer of any RAK Lock-up Shares and/or any RAK Relevant Shares to any
Kolonas Family Member or their respective Permitted Transferee, provided that such
Kolonas Family Member or Permitted Transferee has executed and delivered to the Joint
Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters an
undertaking on substantially the same terms to the effect that it will comply with the
foregoing restrictions for the unexpired period of the Lock-up Period.
In respect of the preceding paragraph:
Kolonas Family Member means Rachel Anastasia Kolonas, Hendrick Kolonas, Mieke
Kolonas, Aldrian Irvan Kolonas and/or Marcellina Claudia Kolonas;
Permitted Transferee means (i) a corporation that is wholly-owned by any or all of the
Kolonas Family Members and/or (ii) any replacement trustee(s) of the Capital Two Trust
(in that capacity) and/or wholly-owned subsidiaries of such replacement trustee(s) (in
that capacity).
Ms. Rachel Anastasia Kolonas, in her capacity as settlor of the Capital Two Trust, has further
agreed that if, during the Lock-up Period, the trustee of the Capital Two Trust is removed,
replaced or additional trustees are appointed, she will procure that such new or additional
trustees will enter into substantially identical undertakings that Coutts & Co Trustees (Jersey)
Limited (as trustee of the Capital Two Trust) has given in favour of the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters.
Coutts & Co Trustees (Jersey) Limited
Coutts & Co Trustees (Jersey) Limited (in its capacity as trustee of the Scuderia Trust and the
Capital Two Trust) (Coutts) has agreed with the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters that, for the duration of the Lock-up Period, it
will not, without the prior written consent of the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters, directly or indirectly:
hypothecate or encumber or otherwise transfer or dispose of, any Shares which it legally
and/or beneficially (whether directly or indirectly) owns or will own on the Listing Date
(Coutts Lock-up Shares) or any securities convertible into or exercisable or
exchangeable for or which carry rights to subscribe or purchase any Coutts Lock-up
Shares;
any of the economic consequences of ownership of any Coutts Lock-up Shares or any
subscribe or purchase any Coutts Lock-up Shares;
deposit any Coutts Lock-up Shares or any securities convertible into or exchangeable for
or which carry rights to subscribe or purchase any Coutts Lock-up Shares in any
settled by delivery of any Coutts Lock-up Shares or such other securities, in cash or
otherwise;
222
hypothecate or encumber or otherwise transfer or dispose of, any shares in Fusion
Investment Holdings Limited, Tasburgh Limited or Morze International Limited (the
Coutts Relevant Shares) or any securities convertible into or exercisable or
exchangeable for or which carry rights to subscribe or purchase any shares in Fusion
Investment Holdings Limited, Tasburgh Limited or Morze International Limited;
any of the economic consequences of ownership of any Coutts Relevant Shares or any
subscribe or purchase any Coutts Relevant Shares;
deposit any Coutts Relevant Shares or any securities convertible into or exchangeable
for or which carry rights to subscribe or purchase any Coutts Relevant Shares in any
settled by delivery of any Coutts Relevant Shares or such other securities, in cash or
otherwise; or
The foregoing restrictions shall not apply during the Lock-up Period to:
the creation of a charge or pledge over any Coutts Lock-up Shares and/or any Coutts
Relevant Shares and/or shares in any Coutts Subsidiary (as defined below) and/or
Permitted Transferred (as defined below) having an interest in any Coutts Lock-up
Shares and/or Coutts Relevant Shares or other grant of security over or creation of any
encumbrance over the foregoing, provided that such charge, pledge, security or
encumbrance can only be enforced after the Lock-up Period;
the transfer of (i) any Coutts Lock-up Shares to and between wholly-owned subsidiaries
of Coutts (in its capacity as trustee of the Scuderia Trust and/or the Capital Two Trust
(as the case may be)) (each a Coutts Subsidiary) or (ii) any Coutts Relevant Shares
and/or any Subsidiary holding an interest in any Coutts Lock-up Shares or Coutts
Relevant Shares to any other Coutts Subsidiary, provided that such Subsidiary has
executed and delivered to the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters an undertaking substantially on the same terms to the
effect that it will undertake to comply with the foregoing restrictions for the unexpired
period of the Lock-up Period;
the transfer of any Coutts Lock-up Shares held as trustee of the Scuderia Trust and/or
any Coutts Relevant Shares in Fusion Investment Holdings Limited and/or Tasburgh
Limited to any Santosa Family Company or a Santosa Family Member or their respective
Permitted Transferee, provided that such Santosa Family Company, Santosa Family
Member or Permitted Transferee has executed and delivered to the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters an undertaking
on substantially the same terms to the effect that it will comply with the foregoing
restrictions to the extent relating to any Coutts Lock-up Shares held as trustee of the
Scuderia Trust and/or any Coutts Relevant Shares in Fusion Investment Holdings
Limited and/or Tasburgh Limited for the unexpired period of the Lock-up Period.
In respect of the preceding paragraph:
Santosa Family Company means Fusion Investment Holdings Limited, Rangi

Management Limited, Tasburgh Limited and/or Tallowe Services Inc;
Raffaela Santosa;
223
Permitted Transferee means (i) any wholly-owned subsidiary of a Santosa Family

Company, (ii) a corporation that has the same shareholders as a Santosa Family
Company, (iii) a corporation that is wholly-owned by any or all of the Santosa Family
Members, and/or (iv) any replacement trustee(s) of the Scuderia Trust (in that
capacity) and/or wholly-owned subsidiaries of such replacement trustee(s) (in that
capacity).
the transfer of any Coutts Lock-up Shares held as trustee of the Capital Two Trust and/or
any Coutts Relevant Shares in Morze International Limited to any Kolonas Family
Member or his/her Permitted Transferee, provided that such Kolonas Family Member or
Permitted Transferee has executed and delivered to the Joint Global Coordinators, Joint
Issue Managers, Joint Bookrunners and Underwriters an undertaking on substantially
the same terms to the effect that it will comply with the foregoing restrictions to the extent
relating to any Lock-up Shares held as trustee of the Capital Two Trust and/or any
Coutts Relevant Shares in Morze International Limited for the unexpired period of the
Lock-up Period.
In respect of the preceding paragraph:-
Kolonas Family Member means Rachel Anastasia Kolonas, Hendrick Kolonas,

Mieke Kolonas, Aldrian Irvan Kolonas and/or Marcellina Claudia Kolonas;
Permitted Transferee means (i) a corporation that is wholly-owned by any or all of

the Kolonas Family Members, and/or (ii) any replacement trustee(s) of the Capital
Two Trust (in that capacity) and/or wholly-owned subsidiaries of such replacement
trustee(s) (in that capacity).
Price Stabilization
In connection with the Offering, the Stabilizing Manager (or persons acting on behalf of the
Stabilizing Manager), on behalf of the Underwriters, may over-allot Shares or engage in
transactions that stabilize or maintain the market price of the Shares at levels that might not
otherwise prevail in the open market. Such transactions consist of bids or purchases to peg,
fix or maintain the price of the Shares. If the Stabilizing Manager creates a short position in
the Shares in connection with this Offering, that is, if they sell more than 37,200,000 Shares,
the Stabilizing Manager may reduce that short position by purchasing Shares in the open
market. The Stabilizing Manager may also elect to reduce any short position by exercising all
or part of the Over-allotment Option described above. Purchases of a security to stabilize the
price or to reduce a short position may cause the price of the security to be higher than it
might be in the absence of these purchases. Such transactions may be effected on the SGXST and in other jurisdictions where it is permissible to do so, in each case in compliance with
all applicable laws and regulations, including the Securities and Futures Act and any
regulations thereunder. Such transactions, if commenced, may be discontinued at any time
and shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date;
and (ii) the date when the Stabilizing Manager or its appointed agent has bought, on the SGXST, an aggregate of 37,200,000 Shares, representing 15.0 per cent. of the total Offering
Shares, to undertake stabilizing actions, solely to cover the over-allotment of the Offering
Shares if any.
Neither we nor the Underwriters make any representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on the price of the
Shares. In addition, neither we nor the Underwriters make any representation that the
Stabilizing Manager will engage in these transactions or that these transactions, once
commenced, will not be discontinued without notice (unless such notice is required by law).
The Stabilizing Manager will also be required to make a public announcement through the
SGX-ST in relation to the cessation of the stabilizing actions and the number of Shares in
respect of which the Over-allotment Option has been exercised not later than 8.30 a.m.
224
(Singapore time) on the trading day of the SGX-ST immediately after the day of cessation of
stabilizing actions.
Other Relationships
In addition, some of the Underwriters, the Co-Lead Manager and their affiliates have engaged
in, and may in the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us or our affiliates. They have received, or may in the future
receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their business activities, the Underwriters, the Co-Lead
Manager and their affiliates may make or hold a broad array of investments and actively trade
debt and equity securities (or related derivative securities) and financial instruments (including
bank loans) for their own account and for the accounts of their customers. Such investments
and securities activities may involve securities and/or instruments of our company or our
affiliates. The Underwriters, the Co-Lead Manager and their affiliates may also make
investment recommendations and/or publish or express independent research views in
respect of such securities or financial instruments and may hold, or recommend to clients that
they acquire, long and/or short positions in such securities and instruments.
Persons Intending to Subscribe and/or Purchase in the Offering
As of the date of lodgment of the Singapore prospectus with the Authority, we are not aware
of any person who intends to purchase and/or subscribe for more than five per cent. of the
Offering Shares pursuant to the Offering.
Selling Restrictions
General
No action to permit public offering
No action has been or will be taken that would permit a public offering of the Shares being
offered outside Singapore, or possession or distribution of this Prospectus or any other
material relating to the Company or the Shares in any jurisdiction in which action for the
purpose is required. Accordingly, no offers, sales or deliveries, directly or indirectly, of any
Shares, or distribution or publication of any offering material relating to the Shares, may be
made in or from any country or jurisdiction except in circumstances which will result in
compliance with any applicable laws and regulations of any such country or jurisdiction and
will not impose any obligations on the Company or the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters.
Compliance with applicable laws
Each party to the Placement Agreement has undertaken to comply in all material respects
with all applicable laws and regulations in each country or jurisdiction in which it purchases,
offers, sells or delivers Shares or has in its possession or distributes such offering material.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State), an offer to the public of any
Offering Shares may not be made in that Relevant Member State except that an offer to the
public in that Relevant Member State of any Offering Shares may be made at any time under
the following exemptions under the Prospectus Directive, if they have been implemented in
that Relevant Member State:
(a)
to legal entities which are qualified investors as defined under the Prospectus
Directive; or
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(b)
to fewer than 100, or if the Relevant Member State has implemented the relevant
provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other
than qualified investors as defined in the Prospectus Directive) subject to obtaining the
prior consent of the Underwriters for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Offering Shares shall result in a requirement for the publication
by us or the Underwriters of a prospectus pursuant to Article 3 of the Prospectus Directive or
a supplemental prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an offer of shares to the public in relation
to any Offering Shares in any Relevant Member State means the communication in any form
and by any means of sufficient information on the terms of the offer and any Offering Shares
to be offered so as to enable an investor to decide to purchase or subscribe for the Offering
Shares, as the same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member State; and the expression
Prospectus Directive means Directive 2003/71/EC (and amendments thereto including
2010 PD Amending Directive to the extent implemented in the Relevant Member State) and
includes any relevant implementing measure in each Relevant Member State and the
expression the 2010 PD Amending Directive means Directive 2010/73/EU.
Each purchaser of the Offering Shares in the Offering located within a member state of the
European Economic Area will be deemed to have represented, acknowledged and agreed
that it is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive
and in the case of any Offering Shares acquired by it as a financial intermediary, as that term
is used in Article 3(2) of the Prospectus Directive, (i) the Offering Shares acquired by it in the
Offering have not been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in any Relevant Member State other than qualified investors, as
that term is defined in the Prospectus Directive, or in circumstances in which the prior consent
of the Joint Issue Managers, Joint Global Coordinators, Joint Bookrunners and Underwriters
has been given to the offer or resale; or (ii) where Offering Shares have been acquired by it
on behalf of persons in any Relevant Member State other than qualified investors, the offer of
those Shares to it is not treated under the Prospectus Directive as having been made to such
persons. We, each Joint Issue Manager, Joint Global Coordinator, Joint Bookrunner and
Underwriter and their respective affiliates and others will rely upon the truth and accuracy of
the foregoing representation, acknowledgement and agreement.
United Kingdom
The Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters
have severally represented, warranted and agreed that:
(i) they have only communicated or caused to be communicated and will only communicate or
cause to be communicated an invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the Financial Services and Markets Act 2000) (the
FSMA) received by them in connection with the issue or sale of the Offering Shares in
circumstances in which Section 21(1) of the FSMA does not apply to us; and (ii) they have
complied and will comply with all applicable provisions of the FSMA with respect to anything
done by them in relation to the Offering Shares in, from or otherwise involving the United
Kingdom.
Any investment or investment activity to which this Prospectus relates is directed only at,
available only to, and will be engaged in only with (i) persons who are outside the United
Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) persons falling
within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of
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the Order (all such persons together being referred to as relevant persons). Persons who
are not relevant persons should not take any action on the basis of this Prospectus and
should not act or rely on it or any of its contents.
United States
No registration under the Securities Act
The Shares have not been and will not be registered under the Securities Act and may not be
offered or sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. Each Joint
Global Coordinator, Joint Issue Manager and Joint Bookrunner, severally and not jointly, has
represented and agreed that it has only offered or sold, and agrees that it will only offer or
sell, any Shares constituting part of its distribution in offshore transactions (within the meaning
of Regulation S) in accordance with Rule 903 under Regulation S. Each Joint Global
Coordinator, Joint Issue Manager and Joint Bookrunner, severally and not jointly, has
represented and agreed that neither it, nor any of its Affiliates nor any person acting on its or
their behalf has engaged or will engage in any directed selling efforts (within the meaning of
Regulation S) with respect to the Shares.
Hong Kong
The contents of this Prospectus have not been reviewed by any regulatory authority in Hong
Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt
about any of the contents of this Prospectus, you should obtain independent professional
advice.
This Prospectus has not been approved by the Securities and Futures Commission in Hong
Kong and, accordingly, (i) the Offering Shares may not be offered or sold in Hong Kong by
means of this Prospectus or any other document other than to professional investors as
defined in the Securities and Futures Ordinance of Hong Kong (Cap. 571) and any rules
made thereunder, or in other circumstances which do not result in the document being a
prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap.32) or which do not constitute an offer to the public within the meaning of the
Companies Ordinance, and (ii) no person shall issue or possess for the purposes of issue,
whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the
Offering Shares which is directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to do so under the securities laws of
Hong Kong) other than with respect to the Offering Shares which are or are intended to be
disposed of only to persons outside Hong Kong or only to professional investors (as set out
above).
Indonesia
This Offering does not constitute a public offering in Indonesia under Law No.8 of 1995
regarding capital market. This Prospectus may not be distributed in Indonesia and the shares
may not be offered or sold in Indonesia or to Indonesian citizen wherever they are domiciled,
or to Indonesian residents, in a manner which constitutes a public offering under the laws and
regulations of Indonesia.
Malaysia
No approval from the Securities Commission Malaysia (SC) has been applied for or will be
obtained for the offer or sale, or invitation for subscription or purchase of the Offering Shares
in respect of the IPO under the Capital Markets and Services Act 2007 (CMSA). No
prospectus or other offering material or document in connection with the offer and sale of the
Offering Shares has been or will be registered with the SC pursuant to the CMSA.
Accordingly, this Prospectus or any amendment or supplement hereto and any other
227
document or material in connection with the offer or sale, or invitation for subscription or
purchase, of the Offering Shares may not be circulated or distributed, nor may the Offering
Shares be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end
fund approved by the SC; (ii) a holder of a Capital Markets Services License; (iii) a person
who acquires the Offering Shares, as principal, if the consideration for the acquisition is not
less than Ringgit Malaysia 250,000 (or equivalent in a foreign currency) for each transaction;
(iv) an individual whose total net personal assets, or total net joint assets with his or her
spouse, exceeds Ringgit Malaysia 3 million (or equivalent in a foreign currency), excluding the
value of the primary residence of the individual; (v) an individual who has a gross annual
income exceeding Ringgit Malaysia 300,000 (or equivalent in a foreign currency) per annum
in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a
gross annual income of Ringgit Malaysia 400,000 (or equivalent in a foreign currency) per
annum in the preceding twelve months; (vii) a corporation with total net assets exceeding
Ringgit Malaysia 10 million (or equivalent in a foreign currency) based on the latest audited
accounts; (viii) a partnership with total net assets exceeding Ringgit Malaysia 10 million (or
equivalent in a foreign currency); (ix) a bank licensee or insurance licensee as defined in the
Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful
licensee as defined in the Labuan Islamic Financial Services and Securities Act 2010; or
(xi) any other person as may be specified by the SC; provided that, in each of the preceding
categories (i) to (xi), the distribution of the Offering Shares is made by a holder of a Capital
Markets Services License who carries on the business of dealing in securities. This
Prospectus does not constitute and may not be used for the purpose of a public offering or an
issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities
requiring the registration of a prospectus with the SC under the CMSA.
Peoples Republic of China
The Offering Shares have not been offered or sold and will not be offered or sold in the
Peoples Republic of China (PRC) as part of the initial distribution of the Offering Shares.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
securities in the PRC to any person to whom it is unlawful to make the offer or solicitation in
the PRC. The Company does not represent that this Prospectus may be lawfully distributed,
or that any Offering Shares may be lawfully offered, in compliance with any applicable
registration or other requirements in the PRC, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Company which would permit a public offering of
any Offering Shares or distribution of this Prospectus in the PRC. Accordingly, the Offering
Shares are not being offered or sold within the PRC by means of this Prospectus or any other
document.
Japan
The Offering Shares have not been and will not be registered under the Financial Instrument
and Exchange Law of Japan (the FIEL). The Offering Shares have not been offered or sold
and will not be offered or sold in Japan or to, or for the benefit of, any resident of Japan
(which term shall mean any person resident in Japan or any corporation or other entity
organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly,
in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption
from the registration requirements of, and otherwise in compliance with, the FIEL and other
applicable laws, regulations and governmental guidelines in Japan.
Australia
This Prospectus is not a disclosure document under Chapter 6D of the Corporations Act 2001
(Cth) and has not been, and will not be, lodged with the Australian Securities and Investments
Commission (ASIC). This Prospectus does not purport to include the information required of
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a disclosure document under Chapter 6D of the Corporations Act 2001 (Cth). The offer of
shares (Securities and each a Security), referred to in this Prospectus is made only to
persons to whom it is lawful to offer Securities in Australia without a disclosure document
lodged with ASIC. This means the offer is directed only to investors who come within one of
the categories set out in section 708(8) or 708(11) of the Corporations Act 2001 (Cth)
(Sophisticated Investors and Professional Investors, respectively).
As no formal disclosure document (such as a prospectus) will be lodged with ASIC, the
Securities may only be offered and issued to one of the categories of Sophisticated or
Professional Investors. If any recipient of this Prospectus is not a Sophisticated Investor or a
Professional Investor, no offer of, or invitation to apply for, the Securities shall be deemed to
be made to such recipient and no applications for the Securities will be accepted from such
recipient. Any offer to a recipient in Australia, and any agreement arising from acceptance of
such offer, is personal and may only be accepted by the recipient.
If a person to whom Securities are issued (an Investor) on-sells Securities within 12 months
from their issue, the Investor will be required to lodge a prospectus with ASIC unless either:
(a)
that sale is to another Sophisticated Investor or Professional Investor; or
(b)
the sale offer is received outside Australia.
Each Investor acknowledges the above and, by applying for Securities under this Prospectus
gives an undertaking not to sell those Securities in any circumstances other than those
described in paragraphs (a) and (b) above for 12 months after the date of issue of such
Securities.
This Prospectus is not, and under no circumstances is to be construed as, an advertisement
or public offering of the Securities in Australia.
This Prospectus is distributed to investors in Australia and any offer of Securities is made to
investors in Australia, in each case subject to the conditions set out above, on behalf of any of
the Joint Global Coordinators, Joint Issue Managers and Joint Bookrunners by their
respective licensed affiliates, each of which holds an Australian Financial Services License
which permits such licenseholder to distribute this Prospectus and offer the Securities to
investors in Australia.
The Issuer is not licensed to provide financial product advice in Australia and nothing in this
Prospectus takes into account the investment objectives, financial situation and particular
needs of any individual investors. The Joint Global Coordinators, Joint Issue Managers and
Joint Bookrunners recommend that you read this Prospectus before making a decision to
acquire Securities.
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TRANSFER RESTRICTIONS
As a result of the following restrictions, investors are urged to consult legal counsel prior to
making any offer, resale, pledge or other transfer of the Offering Shares.
United States
The Offering is being made in accordance with and in reliance upon Regulation S under the
Securities Act. The Offering Shares have not been registered under the Securities Act or with
any U.S. state or federal securities regulatory authority of any state or other jurisdiction and,
accordingly, may not be offered, sold, pledged or otherwise transferred or delivered within the
United States except pursuant to an applicable exemption from the registration requirements
of the Securities Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
Terms used in these Transfer Restrictions that are defined in Regulation S under the
Securities Act are used herein as defined therein.
Each purchaser of the Offering Shares offered outside the United States pursuant to
Regulation S under the Securities Act will be deemed to have represented, agreed and
acknowledged that the purchaser is acquiring such Offering Shares in an offshore transaction
in accordance with Rule 903 or Rule 904 of Regulation S.
General
In addition, each prospective purchaser of Offering Shares, by its acceptance thereof, will be
deemed to have acknowledged, represented to and agreed with our Company, and the Joint
Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters:
1.
That none of our Company, and the Joint Global Coordinators, Joint Issue Managers,
Joint Bookrunners and Underwriters or any person representing our Company, and the
Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters
has made any representation or provided any information to it with respect to our
Company or the Offering, other than the information contained or incorporated by
reference in this Prospectus, which document has been delivered to it and upon which
it is relying in making its investment decision with respect to the Offering Shares; and it
has had access to such financial and other information concerning our Company and
the Offering Shares as it has deemed necessary in connection with its decision to
purchase the Offering Shares.
2.
That our Company, and the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters and others will rely upon the truth and accuracy of the
acknowledgments, representations and agreements contained under this section of
this Prospectus entitled Transfer Restrictions, and such prospective purchaser
agrees that, if any of the acknowledgments, representations or agreements deemed to
have been made by it through its purchase of the Offering Shares are no longer
accurate, it shall promptly notify our Company, and the Joint Global Coordinators, Joint
Issue Managers, Joint Bookrunners and Underwriters; and if it is acquiring any
Offering Shares as fiduciary or agent for one or more investor accounts, it represents
that it has sole investment discretion with respect to each such account and that it has
full power to make the foregoing acknowledgments, representations and agreements
on behalf of each such account.
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CLEARANCE AND SETTLEMENT

A letter of eligibility has been obtained from the SGX-ST for the listing and quotation of our
Shares on the Main Board of the SGX-ST. For the purpose of trading on the SGX-ST, a board
lot for our Shares will comprise 1,000 Shares. Upon listing and quotation on the SGX-ST, our
Shares will be traded under the book-entry (scripless) settlement system of CDP, and all
dealings in and transactions of our Shares through the SGX-ST will be effected in accordance
with the terms and conditions for the operation of securities accounts with CDP, as amended
from time to time.
CDP, a wholly-owned subsidiary of the Singapore Exchange Limited, is incorporated under
the laws of Singapore and acts as a depository and clearing organization. CDP holds
securities for its account holders and facilitates the clearance and settlement of securities
transactions between account holders through electronic book-entry changes in the securities
accounts maintained by such account holders with CDP.
Our Shares will be registered in the name of CDP or its nominees and held by CDP for and
on behalf of persons who maintain, either directly or through depository agents, securities
accounts with CDP. Persons named as direct securities account holders and depository
agents in the depository register maintained by CDP, rather than CDP itself, will be treated,
under the laws of Singapore and our Articles, as members of our Company in respect of the
number of our Shares credited to their respective securities accounts.
Persons holding our Shares in a securities account with CDP may withdraw the number of
Shares they own from the book-entry settlement system in the form of physical share
certificates. Such share certificates will not, however, be valid for delivery pursuant to trades
transacted on the SGX-ST, although they will be prima facie evidence of title and may be
transferred in accordance with our Articles. A fee of S$10.00 for each withdrawal of 1,000
Shares or less and a fee of S$25.00 for each withdrawal of more than 1,000 Shares will be
payable to CDP upon withdrawing our Shares from the book-entry settlement system and
obtaining physical share certificates. In addition, a fee of S$2.00 (or such other amount as our
Directors may decide) will be payable to our Share Registrar for each share certificate issued,
and stamp duty of S$10.00 is also payable where our Shares are withdrawn in the name of
the person withdrawing our Shares, or S$0.20 per S$100.00 or part thereof of the lasttransacted price where our Shares are withdrawn in the name of a third party. Persons
holding physical share certificates who wish to trade on the SGX-ST must deposit with CDP
their share certificates together with the duly executed and stamped instruments of transfer in
favor of CDP, and have their respective securities accounts credited with the number of our
Shares deposited before they can affect the desired trades. A fee of S$10.00, subject to GST
at the prevailing rate (currently seven per cent.), is payable upon the deposit of each
instrument of transfer with CDP. The above fee may be subject to such changes as may be in
accordance with CDPs prevailing policies or the current tax policies that may be in force in
Singapore from time to time.
Transactions in our Shares under the book-entry settlement system will be reflected by the
sellers securities account being debited with the number of our Shares sold and the buyers
securities account being credited with the number of our Shares acquired. No transfer stamp
duty is currently payable for the transfer of our Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on the SGX-ST is payable at the rate of
0.04 per cent. of the transaction value, subject to a maximum of S$600.00 per transaction.
The clearing fee, instrument of transfer deposit fees and share withdrawal fee are subject to
GST of 7.0 per cent. (or such other rate prevailing from time to time). Dealings in our Shares
will be carried out in Singapore dollars and will be effected for settlement in CDP on a
scripless basis. Settlement of trades on a normal ready basis on the SGX-ST generally
takes place on the third Market Day following the transaction date, and payment for the
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securities is generally settled on the following day. CDP holds securities on behalf of investors
in securities accounts. An investor may open a direct securities account with CDP or a
securities sub-account with a depository agent. A depository agent may be a member
company of the SGX-ST, bank, merchant bank or trust company.
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LEGAL MATTERS
Certain legal matters in connection with the Offering will be passed upon for us by Rajah &
Tann LLP with respect to matters of Singapore law, by Assegaf Hamzah & Partners with
respect to Indonesian law, by Global Law Office with respect to PRC law and by Vietnam
International Law Firm with respect to Vietnamese law.
Certain legal matters in connection with the Offering will be passed upon for the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters by Clifford Chance
Pte Ltd with respect to matters of Singapore law, U.S. federal securities law and New York
law.
Save as disclosed in the section BusinessCompliance, Global Law Office does not make,
or purport to make, any statement in this Prospectus and is not aware of any statement in this
Prospectus which purports to be based on a statement made by it, and it makes no
representation, express or implied, regarding, and to the extent permitted by law takes no
responsibility for, any statement in or omission from this Prospectus.
Each of Rajah & Tann LLP, Clifford Chance Pte Ltd, Assegaf Hamzah & Partners and
Vietnam International Law Firm, does not make, or purport to make, any statement in this
Prospectus and is not aware of any statement in this Prospectus which purports to be based
on a statement made by each of them, and it makes no representation, express or implied,
regarding, and to the extent permitted by law takes no responsibility for, any statement in or
omission from this Prospectus.
233
INDEPENDENT AUDITORS
The combined financial statements of Japfa Ltd. as of December 31, 2011, 2012 and 2013
and for each of the years in the three-year period then ended, included in this Prospectus
have been audited by RSM Chio Lim LLP, independent auditors as stated in their report
appearing in this Prospectus.
With respect to the unaudited interim combined financial statements for the three months
ended March 31, 2014 included in this Prospectus, the independent auditors, RSM Chio Lim
LLP, have reported that they applied limited procedures in accordance with professional
standards for a review of such information. However, their separate report included in this
Prospectus states that they did not audit and they do not express an opinion on these interim
financial statements. Accordingly, the degree of reliance on their reports on such information
should be restricted in light of the limited nature of the procedures applied.
The above reports were prepared for the purpose of inclusion in this Prospectus.
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EXPERTS
The Industry Consultant, Frost & Sullivan (S) Pte Ltd, was responsible for preparing the
Independent Market Research on Selected Food Markets in Indonesia, China, India, Vietnam
and Myanmar set out in Appendix FIndependent Market Research on Selected Food
Markets in Indonesia, China, India, Vietnam and Myanmar of this Prospectus. The Industry
Consultant is also responsible for certain statements attributable to it in the Summary,
Managements Discussion and Analysis of Financial Condition and Results of Operations
and Business sections of this Prospectus.
The above report was prepared for the purpose of inclusion in this Prospectus.
The Industry Consultant (or any of its respective directors, officers, employees or affiliates)
may, to the extent permitted by law, own or have a position in the securities of (or options,
warrants or rights with respect to, or interest in, the shares or other securities of) the
Company.
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GENERAL AND STATUTORY INFORMATION

Information on Directors, Executive Officers and Controlling Shareholders
1.
Save as disclosed below, as at the date of this Prospectus, none of our Directors,
Executive Officers or Controlling Shareholders has:
(a)
at any time during the last ten years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed against him or against a partnership of
which he was a partner at the time when he was a partner or at any time within
two years from the date he ceased to be a partner;
(b)
at any time during the last ten years, had an application or a petition under any
law of any jurisdiction filed against an entity (not being a partnership) of which
he was a director or an equivalent person or a key executive, at the time when
he was a director or an equivalent person or a key executive of that entity or at
any time within two years from the date he ceased to be a director or an
equivalent person or a key executive of that entity, for the winding up or
dissolution of that entity or, where that entity is the trustee of a business trust,
that business trust, on the ground of insolvency;
(c)
any unsatisfied judgment against him;
(d)
ever been convicted of any offence, in Singapore or elsewhere, involving fraud

or dishonesty, which is punishable with imprisonment, or has been the subject
of any criminal proceedings (including any pending criminal proceedings of
which he is aware) for such purpose;
(e)
ever been convicted of any offence, in Singapore or elsewhere, involving a

breach of any law or regulatory requirement that relates to the securities or
futures industry in Singapore or elsewhere, or been the subject of any criminal
proceedings (including any pending criminal proceedings of which he is aware)
for such breach;
(f)
at any time during the last ten years, had judgment entered against him in any
civil proceedings in Singapore or elsewhere involving a breach of any law or
regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty
on his part, or been the subject of any civil proceedings (including any pending
civil proceedings of which he is aware) involving an allegation of fraud,
misrepresentation or dishonesty on his part;
(g)
ever been convicted in Singapore or elsewhere of any offense in connection

with the formation or management of any entity or business trust;
(h)
ever been disqualified from acting as a director or an equivalent person of any

entity (including the trustee of a business trust), or from taking part directly or
indirectly in the management of any entity or business trust;
(i)
ever been the subject of any order, judgment or ruling of any court, tribunal or
governmental body, permanently or temporarily enjoining him from engaging in
any type of business practice or activity;
(j)
ever, to his knowledge, been concerned with the management or conduct, in

Singapore or elsewhere, of the affairs of:
(i)
any corporation which has been investigated for a breach of any law or
regulatory requirement governing corporations in Singapore or
elsewhere;
236
(ii)
any entity (not being a corporation) which has been investigated for a
breach of any law or regulatory requirement governing such entities in
Singapore or elsewhere;
(iii)
any business trust which has been investigated for a breach of any law
or regulatory requirement governing business trusts in Singapore or
elsewhere; or
(iv)
any entity or business trust which has been investigated for a breach of
any law or regulatory requirement that relates to the securities or futures
industry in Singapore or elsewhere;
in connection with any matter occurring or arising during the period when he
was so concerned with the entity or business trust; or
(k)
been the subject of any current or past investigation or disciplinary proceedings,

or has been reprimanded or issued any warning, by the Authority or any other
regulatory authority, exchange, professional body or government agency,
whether in Singapore or elsewhere.
Forex Program Investigation

In January 2004, two employees from our subsidiary, PT Japfa, together with
executives from other feed producing and feed trading companies, were detained by
the Indonesian national police pending an investigation into feed producers and feed
traders, including PT Japfa, for the alleged misuse of foreign exchange subsidies
granted by the Indonesian government to the poultry industry. The Asian economic
crisis that began in 1997 had severely affected the poultry industry in Indonesia. To
revive the poultry industry, the Indonesian government established the soy bean meal
foreign exchange subsidy program in 1998 (the Forex Program), and PT Japfa was
one of the feed producers who participated in this program. Under the Forex Program,
PT Japfa purchased soy bean meal at a subsidized exchange rate. The Indonesian
national police alleged that PT Japfa had obtained an exchange rate from the relevant
Indonesian authorities for the purchase of soy bean meal which was different from the
fixed rate set under the Forex Program and that it had sold poultry feed (of which soy
bean meal was a component) at a higher price than was agreed with the relevant
Indonesian authorities. PT Japfa made an announcement dated March 4, 2004 in
Harian Bisnis Indonesia and The Jakarta Post that there was no basis to these
allegations as (a) it was the Indonesian authorities who set the foreign exchange rate
and (b) there was no agreement for the sale of poultry feed at a certain fixed price. On
June 30, 2005, the Indonesian national police stopped the investigation and issued
termination of investigation letters (Surat Perintah Penghentian Penyidikan or SP3) to
the two employees and no formal charges were brought against PT Japfa or either of
its employees, who were released after 120 days of detention. PT Japfa has
maintained and continues to maintain that it acted properly in the use of the subsidies
and did not breach any laws. Our Executive Deputy Chairman Mr. Handojo Santosa
was the President Director of PT Japfa and our Executive Officer Mr. Bambang Budi
Hendarto was the Vice President Director of PT Japfa during the relevant period.
Traffic-Related Matters
In 2006, Mr. Handojo Santosa was charged and fined for drink-driving in Queensland,
Australia and disqualified from holding a Queensland Driver Licence for 3 months. In
the same year, Mr. Handojo Santosa was also charged for driving a motor vehicle
without a drivers licence and was fined AU$1,800 and disqualified from holding a
Queensland Driver Licence for two years, at first instance. Mr. Santosa appealed the
penalty imposed as he held a valid foreign driving licence at the time of the alleged
offense. The appeal was allowed and the first instance decision was set aside on
appeal.
237
In 2008, Mr. Handojo Santosa was charged in the United Kingdom for driving whilst
over the prescribed limit for drink driving. In January 2009, he was fined 5,000,
required to bear costs and surcharges of 265, and disqualified from driving for
28 months.
Mr. Handojo Santosa currently faces pending traffic-related charges in Singapore for
driving without a valid Singapore driving licence and for driving without valid third party
insurance. Mr. Handojo Santosa had at the material time held a valid Indonesian
driving licence and was in the process of undertaking conversion into a Singapore
driving licence.
Litigation
2.
From time to time our group companies may be party to, and our properties may be
the subject of, litigation, arbitration or administrative proceedings. Save as disclosed in
this Prospectus, neither our Company nor any of our subsidiaries is engaged in any
legal or arbitration proceedings as plaintiff or defendant, including those which are
pending or known to be contemplated, which may have or have had in the 12 months
before the date of lodgment of this Prospectus, a material effect on the financial
position or the profitability, of our Group.
PT Japfa Tax Dispute
PT Japfa had on December 6, 2012 submitted a letter to the Indonesian Tax Office
requesting the utilization of net book value on asset transfers in relation to inter alia,
the merger of PT Multibreeder Adirama Indonesia Tbk, PT Multiphala Adiputra and PT
Hidon into PT Japfa.
The head of the Indonesian Tax Office issued Decree No. KEP-71/WPJ.19/2013 dated
January 17, 2013 declining the utilization of net book value as the basis of calculation
as such request failed to fulfill the formal requirements under the Regulation of Ministry
of Finance No. 43/PMK.03/2008 dated March 13, 2008 on the utilization of net book
value on asset transfers in relation to merger, amalgamation, or business expansion
(Decree).
On February 14, 2013, PT Japfa filed a civil law suit against the Indonesian Tax Office
in respect of the Decree. As at the Latest Practicable Date, the civil law suit is still
on-going and PT Japfa is currently waiting for Tax Court to issue its verdict in relation
to the dispute.
In the event PT Japfa loses the civil law suit and has to use market value on the asset
transfer in relation to merger of PT Japfa and PT Multibreeder Adirama Indonesia Tbk,
PT Multiphala Adiputra and PT Hidon as the basis of calculation, PT Japfa may be
exposed to estimated additional tax liabilities of IDR114 billion (S$12.0 million) and a
penalty of two per cent per month on the additional tax liabilities of IDR114 billion, with
a maximum capped at 48 per cent, which is calculated from the time the tax liabilities
would have been incurred.
Subsidiaries and Associated Companies

3.
The details of our subsidiaries and associated companies are set out in Appendix D.
4.
None of our Independent Directors sits on the board of our principal subsidiaries based
in jurisdictions outside Singapore.
238
Share Capital
5.
As at the date of this Prospectus, there is only one class of Shares in the capital of our
Company. The rights and privileges attached to our Shares are stated in the
Memorandum and Articles of Association of our Company. There is no founder,
management or deferred shares. Substantial Shareholders of our Company are not
entitled to any different voting rights from the other Shareholders.
6.
Except as disclosed below and in Share Capital and Shareholders, there were no
changes in the issued and paid-up capital of our Company and each entity in our
Group within the three years preceding the Latest Practicable Date.
Australia
Japfa Santori Australia Pty Limited
Number of shares
Issued
Date of Issue
April 23, 2013 . . . . . . . . . . .

December 24, 2013 . . . .
10
20,000,000
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
A$1.00
A$1.00
A$10
A$20,000,010
Allotment on incorporation
Allotment
Hong Kong
AustAsia Food HK Limited
Number of shares
Issued
Date of Issue
January 31, 2013 . . . .
4,000,000
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
HK$1.00
HK$4,000,001
Allotment
India
Japfa Comfeed India Private Limited
Number of shares
Issued
Date of Issue
December 1, 2011 . . . . . . . . . . . . . .
December 31, 2011 . . . . . . . . . . . . .
June 18, 2012 . . . . . . . . . . . . . . . . . . .
June 18, 2012 . . . . . . . . . . . . . . . . . . .
October 29, 2012 . . . . . . . . . . . . . . . .
November 30, 2012 . . . . . . . . . . . . .
May 4, 2013 . . . . . . . . . . . . . . . . . . . . . .
November 1, 2013 . . . . . . . . . . . . . .
December 24, 2013 . . . . . . . . . . . . .
March 26, 2014 . . . . . . . . . . . . . . . . . .
June 16, 2014 . . . . . . . . . . . . . . . . . . .
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
INR10
INR10
INR10
INR10
INR10
INR10
INR10
INR10
INR10
INR10
INR10
INR1,294,600,060
INR1,346,650,060
INR1,396,920,060
INR1,548,228,880
INR1,713,777,630
INR1,765,792,630
INR1,873,307,630
INR1,965,107,630
INR2,087,907,630
INR2,209,107,630
INR2,326,447,630
Allotment
Allotment
Allotment
Allotment
Allotment
Allotment
Allotment
Allotment
Allotment
Allotment
Allotment
37,750,052
5,205,000
5,027,000
15,130,882
16,554,875
5,201,500
10,751,500
9,180,000
12,280,000
12,120,000
11,734,000
Central India Poultry Breeders Private Limited

Number of shares
Issued
Date of Issue
April 22, 2014 . . . . . . . . .

July 22, 2014 . . . . . . . . .
731,400
6,002,000
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
INR10
INR10
INR43,234,000
INR103,254,000
Allotment
Allotment
Indonesia
PT Agrinusa Jaya Santosa
Date of Issue
July 10, 2012 . . . . . . .
Number of shares
Issued
57,500,000
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
IDR1,000
IDR60 billion
Allotment
239
PT Ciomas Adisatwa
Number of shares
Issued
Date of Issue
February 2, 2012 . . . . . . . . . . .
February 5, 2013 . . . . . . . . . . .
February 27, 2014 . . . . . . . . .
50,000
100,000
190,000
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
IDR1,000,000
IDR1,000,000
IDR1,000,000
IDR400 billion
IDR500 billion
IDR690 billion
Capitalization of debt
PT Intan Kenkomayo Indonesia

Date of Issue
Number of shares
Issued
July 31, 2012 . . . . . . . .
60,000
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
IDR1,000,000
IDR60 billion
PT Iroha Sidat Indonesia

Issue Price per
Share
Resultant
Issued Share
Capital
Purpose of Issue
IDR1,000
IDR100 billion
Allotment
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
IDR1,000
IDR1,000
IDR1,000
IDR1,000
IDR1,000
IDR1,000
IDR1,000
IDR1,000
IDR1,000
IDR125 billion
IDR145 billion
IDR160 billion
IDR172 billion
IDR215 billion
IDR260 billion
IDR290 billion
IDR357 billion
IDR400 billion
Allotment
Allotment
Allotment
Allotment
Allotment
Allotment
Allotment
Allotment
Allotment
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
IDR1,000,000
IDR1,000,000
IDR270 billion
IDR409 billion
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
6,714,773
IDR1,000
IDR6,714,773,000
Allotment
Number of shares
Issued
Issue Price
per Share
Resultant Issued Share

Capital
Number of shares
Issued
Date of Issue
March 5, 2013 . . . . . . . . . . . . . .
87,500,000
PT Jakamitra Indonesia
Number of shares
Issued
Date of Issue
August 1, 2011 . . . . . . . . . . . . .
October 24, 2011 . . . . . . . . . .
January 25, 2012 . . . . . . . . . .
May 1, 2012 . . . . . . . . . . . . . . . .
August 16, 2012 . . . . . . . . . . . .
November 20, 2012 . . . . . . . .
February 8, 2013 . . . . . . . . . . .
May 16, 2013 . . . . . . . . . . . . . . .
August 28, 2013 . . . . . . . . . . . .
45,000,000
20,000,000
15,000,000
12,000,000
43,000,000
45,000,000
30,000,000
67,000,000
43,000,000
PT Japfa Indoland
Number of shares
Issued
Date of Issue
April 11, 2013 . . . . . . . . . . . . . . .

March 5, 2014 . . . . . . . . . . . . . .
250,000
139,000
PT Japfafood Nusantara
Number of shares
Issued
Date of Issue
January 30, 2012 . . . . . . . . . .
PT Santosa Agrindo
Date of Issue
November 29, 2013 . . . . . . . . . .
200,000,000 IDR1,000 IDR390,150,950,000
Purpose of Issue
Allotment
PT Suri Tani Pemuka

Date of Issue
January 25, 2012 . . . . .

January 29, 2013 . . . . .
June 26, 2013 . . . . . . . . .
February 26, 2014 . . . .
Number of shares
Issued
300
6,000
4,000
3,600
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
IDR50,000,000
IDR50,000,000
IDR50,000,000
IDR50,000,000
IDR200 billion
IDR500 billion
IDR700 billion
IDR880 billion
Capitalization of payables
240
PT So Good Food Manufacturing

Date of Issue
Number of shares
Issued
June 5, 2014 . . . . .
21,267,148
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
IDR11,234
IDR313,975,643,257
Myanmar
Japfa Comfeed Myanmar Pte Ltd
Date of Issue
Number of shares
Issued
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
857
34,559
23,934
40,700
100,000 Kyat
100,000 Kyat
100,000 Kyat
100,000 Kyat
85,700,000 Kyat
3,541,600,000 Kyat
5,935,000,000 Kyat
10,005,000,000 Kyat
Allotment
Allotment
Allotment
Allotment
November 1, 2013 . . . . . .
January 1, 2014 . . . . . . . . .
February 18, 2014 . . . . . .
March 20, 2014 . . . . . . . . . .
Netherlands
Comfeed Finance B.V.
Date of Issue
Number of shares
Issued
April 10, 2013 . . . . . .
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
US$1.00
US$1.00
Issue Price per

Share
Resultant
Issued Share
Capital
US$1.00
US$1.00
Comfeed Trading B.V.

Date of Issue
Number of shares
Issued
April 11, 2013 . . . . . .
Purpose of Issue
Allotment on
incorporation
PRC
Dongying Japfa Beef Co., Ltd
Increase in Registered
Capital
Resultant Registered
Capital
March 29, 2013 . . . . . . . . . . . . . . . . .
US$10,000,000
US$10,000,000
July 22, 2014 . . . . . . . . . . . . . . . . . . .
US$ 1,000,000
US$11,000,000
Date
Purpose
Registered capital on
incorporation
Capital contribution
Dongying Shenzhou AustAsia Modern Dairy Farm Co. Ltd

Capital
Capital
April 10, 2013 . . . . . . . . . . . . . . . . . . .
US$12,000,000
US$12,000,000
September 26, 2013 . . . . . . . . . . .

December 26, 2013 . . . . . . . . . . . .
June 19, 2014 . . . . . . . . . . . . . . . . . .
US$ 3,000,000
US$ 5,000,000
US$20,000,000
US$15,000,000
US$20,000,000
US$40,000,000
Date
Purpose
incorporation
Dongying Xianhe AustAsia Modern Dairy Farm Co., Ltd

Date
August 15, 2012 . . . . . . . . . . . . . . . .
Capital
Capital
Purpose
US$7,000,000
US$25,000,000
Capital
Capital
Purpose
US$2,000,000
US$2,000,000
Shanghai AustAsia Co., Ltd

Date
December 23, 2013 . . . . . . . . . . . .
241
incorporation
TaiAn AustAsia Modern Dairy Farm Co., Ltd.

Date
August 15, 2011 . . . . . . . . . . . . . . . .

June 26, 2012 . . . . . . . . . . . . . . . . . .
Capital
Capital
Purpose
US$15,000,000
US$ 5,000,000
US$25,000,000
US$30,000,000
Singapore
AIH 2 Pte. Ltd.
Date of Issue
Number of shares
Issued
July 3, 2014 . . . . . . . . . .
Issue Price per

Share
Resultant
Issued Share
Capital
US$1.00
US$1.00
Issue Price per

Share
Resultant Issued
Share Capital
S$1.00
S$6,530,000
Issue Price per

Share
Resultant
Issued Share
Capital
US$1.00
US$4,750,000
Purpose of Issue
Allotment on
incorporation
Annona Pte. Ltd.

Date of Issue
Number of shares
Issued
June 5, 2014 . . . . . . . . .
5,030,000
Purpose of Issue
Capitalization
of loan
Apachee Pte. Ltd.

Date of Issue
Number of shares
Issued
December 29, 2011 .
2,500,000
Purpose of Issue
Capitalization
of loan
AustAsia Investment Holdings Pte Ltd

Number of shares
Issued
Date of Issue
Resultant
Issued Share
Capital
Issue Price per

Share
September 2, 2011 . . . . . . . . . .
December 27, 2011 . . . . . . . . .
July 19, 2012 . . . . . . . . . . . . . . . .
August 21, 2012 . . . . . . . . . . . . .
September 28, 2012 . . . . . . . .
March 12, 2013 . . . . . . . . . . . . . .
April 17, 2013 . . . . . . . . . . . . . . . .
September 20, 2013 . . . . . . . .
September 20, 2013 . . . . . . . .
January 1, 2014 . . . . . . . . . . . . .
12,571,428
1,828,572
24,000,000
4,000,000
3,200,000
3,200,000
1,600,000
12,500,000
15,625,000
68,000,000
US$1.00
US$1.00
US$1.25
US$1.25
US$1.25
US$1.25
US$1.25
US$1.60
US$1.60
US$1.60
January 14, 2014 . . . . . . . . . . . .

April 4, 2014 . . . . . . . . . . . . . . . . .
12,500,000
6,343,571
US$1.60
US$3.15
Purpose of Issue
US$ 72,671,428 Capitalization of loan

US$ 74,500,000
Allotment
US$104,500,000 Capitalization of loan
US$109,500,000
Allotment
US$113,500,000
Allotment
US$117,500,000
Allotment
US$119,500,000
Allotment
US$139,500,000
Allotment
US$164,500,000 Capitalization of loan
US$273,300,000 Issue of consideration
shares
US$293,300,000
Allotment
US$313,000,000
Allotment
AustAsia Food Pte Ltd

Number of shares
Issued
Date of Issue
Issue Price per

Share
Resultant
Issued Share
Capital
July 20, 2011 . . . . . . . . . . . . . . . . . . .

November 18, 2011 . . . . . . . . . . .
January 25, 2013 . . . . . . . . . . . . . .
1,225,500
2,550,000
2,000,000
S$1.00
S$1.00
S$1.00
S$ 5,675,500
S$ 8,225,500
S$10,225,500
September 4, 2013 . . . . . . . . . . . .
1,978,800
S$1.00
S$12,204,300
Purpose of Issue
Allotment
Allotment
Capitalization of
loan
Capitalization of
loan
Japfa China Investments Pte Ltd

Date of Issue
December 5, 2012 . . .
Number of shares
Issued
Issue Price per

Share
Resultant
Issued Share
Capital
S$1.00
S$1.00
242
Purpose of Issue
Allotment on
incorporation
Japfa India Investments Pte Ltd

Number of shares
Issued
Date of Issue
Issue Price per

Share
Resultant
Issued Share
Capital
March 8, 2012 . . . . . . . . . . . . .
S$1.00
S$
1.00
March 26, 2012 . . . . . . . . . . . .
11,650,067
S$1.00
S$11,650,068
Purpose of Issue
Allotment on
incorporation
Issue of
consideration
shares
Japfa Ltd.
Date of Issue
Number of shares
Issued
Issue Price per

Share
Resultant
Issued Share
Capital
June 17, 2013 . . . . . . . . . . .

September 25, 2013 . . . .
3,441,470
94,256,082
S$1.00
S$1.00
S$114,711,470
S$208,967,552
May 1, 2014 . . . . . . . . . . . . .
168,256,634
S$3.77
S$843,372,512
May 19, 2014 . . . . . . . . . . . .
115,932,611
S$1.00
S$958,935,123
July 31, 2014 . . . . . . . . . . . .
986,313,594
Purpose of Issue
Allotment
Capitalization of
shareholders loan
Issue of Consideration
Shares
Capitalization of
shareholders loan
Share Split
Japfa Myanmar JV Pte Ltd

Date of Issue
Number of shares
Issued
March 10, 2013 . . . . . . . . . . .
Issue Price per

Share
Resultant
Issued Share
Capital
S$1.00
S$1.00
Issue Price per

Share
Resultant
Issued Share
Capital
Purpose of Issue
Allotment on
incorporation
Japfa Vietnam Investments Pte Ltd

Date of Issue
Number of shares
Issued
March 26, 2012 . . . . . . . . . . . .
S$1.00
S$
1.00
July 27, 2012 . . . . . . . . . . . . . .
63,976,154
S$1.00
S$63,976,155
Issue Price per

Share
Resultant
Issued Share
Capital
S$1.00
S$20,210,000
Purpose of Issue
Allotment on
incorporation
Issue of
consideration
shares
Jupiter Foods Pte Ltd

Date of Issue
August 31, 2012 . . . . . . . . . . .
Number of shares
Issued
18,810,000
Purpose of Issue
Capitalization
of loan
Vietnam
Japfa Comfeed Vietnam Limited Company
Date
Capital
September 30, 2011 . . . . . . . . . . . . VND30,926,600,000
Resultant
Registered Capital
VND137,128,600,000
May 24, 2012 . . . . . . . . . . . . . . . . . . . . VND869,400,000,000 VND1,006,528,600,000

November 26, 2013 . . . . . . . . . . . . . VND134,630,400,000 VND1,141,159,000,000
May 15, 2014 . . . . . . . . . . . . . . . . . . . . VND211,000,000,000 VND1,352,159,000,000
243
Purpose
Merger of Japfa
Lohmann and Hop
Chau Slaughter
House into Japfa
Comfeed Vietnam
Japfa Comfeed Long An Limited Company

Capital
Date
February 28, 2012 . . . . . . . . . .

July 29, 2013 . . . . . . . . . . . . . . . .
December 12, 2013 . . . . . . . .
June 12, 2014 . . . . . . . . . . . . . .
Capital
VND220,500,000,000 VND307,381,000,000
VND100,000,000,000 VND407,381,000,000
VND134,630,400,000 VND542,011,400,000
VND 284,850,000,000 VND 826,861,400,000
Purpose
Japfa Comfeed Binh Thuan Limited Company

Capital
Capital
Purpose
VND198,000,000,000
Capital
Capital
Purpose
July 31, 2012 . . . . . . . . . . . . . . . .
US$1,830,000
US$1,830,000
October 19, 2012 . . . . . . . . . . .
US$2,646,074
US$4,476,074
Registered charter capital

on incorporation
Capital
Capital
Purpose
VND104,000,000,000
VND41,600,000,000
VND42,072,000,000
VND42,000,000,000
VND199,500,000,000
VND241,100,000,000
VND283,172,000,000
VND325,172,000,000
Date
January 16, 2012 . . . . . . . . . . . VND63,000,000,000
Japfa Hypor Genetics Company Limited

Date
Jupiter Foods Vietnam Joint Stock Company

Date
November 24, 2011 . . . . . . . .

November 28, 2012 . . . . . . . .
July 31, 2013 . . . . . . . . . . . . . . . .
December 31, 2013 . . . . . . . .
7.
As of the Latest Practicable Date, no option to subscribe for Shares in, or debentures
of, our Company or our subsidiaries has been granted to, or was exercised by, any
Director or Executive Officer within the two financial years preceding the date of this
Prospectus.
8.
Save for the Over-Allotment Option and as otherwise disclosed in this Prospectus, as
of the Latest Practicable Date, no person has been, or has the right to be, given an
option to subscribe for or purchase any securities of our Company or any of our
subsidiaries.
Working Capital
9.
Our Directors are of the opinion that, as of the date of lodgment of this Prospectus,
after taking into consideration the expected cash flows to be generated from
operations, our present cash and cash equivalents, proceeds from the Offering and the
loan facilities currently available to our Group, we have sufficient working capital to
meet our present requirements.
Material Contracts
10.
The following contracts, not being contracts entered into in the ordinary course of
business, have been entered into by our Company and our subsidiaries within the two
years preceding the date of lodgment of this Prospectus and are or may be material:
(a)
the first amended and restated AIH shareholders agreement dated July 19,
2012 between PII, Foxbar, BR Fund 1 and AIH to regulate the relationship of
PII, Foxbar and BR Fund 1 as shareholders of AIH;
244
(b)
the second amended and restated AIH shareholders agreement dated

September 20, 2013 entered into between the Progressive Group, the BR
Group and AIH to regulate the relationship of the Progressive Group and the
BR Group as shareholders of AIH and as ratified and accepted to by our
Company on May 1, 2014 through a Deed of Ratification and Accession in
favour of, inter alia, the above mentioned parties;
(c)
the third amended and restated AIH shareholders agreement dated April 2,
2014 entered into between our Company, the BR Group and AIH to regulate
the relationship of our Company and the BR Group as shareholders of AIH;
(d)
the sale and purchase agreement dated April 2, 2014 entered into between our
Company and the Progressive Group for the purchase by our Company of, inter
alia, 141,297,143 shares in the capital of AIH at a consideration of US$554.5
million;
(e)
the deed of assignment dated May 1, 2014 entered into between the
Progressive Group and our Company in relation to the assignment of the rights
of the Progressive Group in respect of the (i) deed of undertaking dated July 19,
2012 entered into between BR Fund 1, Foxbar and AIH, and (ii) deed of
undertaking dated August 13, 2010 entered between BR Fund 1, PII and AIH
(as amended on August 10, 2011);
(f)
the restructuring sale and purchase agreement dated November 19, 2013
entered into between AIH, PII and Claridges Investments Limited for the
purchase by AIH of 239,992,000 shares in the capital of GI, 12,204,300 shares
in the capital of AustAsia Food Pte. Ltd., 4,000,001 shares in the capital of
AustAsia Food HK Limited and 2 shares in the capital of AustAsia Food (M)
Sdn. Bhd. at a consideration of US$113,615,520;
(g)
the restructuring sale and purchase agreement dated August 1, 2012 entered
into between JVIPL and Moma for the purchase by JVIPL of 63,976,155 shares
in the capital of JCVN at a consideration of US$50,000,000;
(h)
into between JVIPL and Annona for the purchase by JVIPL of 503,264 shares
in the capital of JCVN at a consideration of US$255,250;
(i)
into between JVIPL and our Company for the purchase by JVIPL of 503,264
shares in the capital of JCVN at a consideration of US$255,250;
(j)
the share transfer form dated December 26, 2013 executed by our Company
and Sullington Holdings Limited for the sale by our Company of 5,000,000
shares in the capital of Japfa Intl at a consideration of S$1.00;
(k)
the joint venture agreement dated April 2, 2014 entered into between SGF and
KENKO Mayonnaise Co., Ltd in relation to the production and sales of
mayonnaise and dressing-sauce products in Indonesia;
(l)
the joint venture agreement dated June 19, 2014 entered into between JCIPL
and Aviagen International in relation to the great grandparent breeding farm in
India;
(m)
the joint venture agreement dated May 9, 2014 with retrospective application
from December 3, 2013 entered into between Japfa Myanmar JV Pte. Ltd. and
Best Livestock Limited for the formation of Japfa Comfeed Myanmar Pte. Ltd.
and to carry out the business of feedmills, poultry breeding farms, hatcheries,
commercial farms and contract farms in Myanmar;
245
(n)
the co-existence agreement dated September 5, 2013 entered into between

AustAsia Food Pte. Ltd. (AAF) and Greenfields Ireland Limited (GIL) for the
concurrent use and/or registration of AAFs trademarks (in respect of AAFs
products) and GILs trademarks (in respect of GILs products); and
(o)
the option to purchase the property at 3 Kallang Junction, Singapore 339265 for
a consideration of S$15 million, granted by AustAsia Food Pte. Ltd. on
October 30, 2013 and as exercised by Vanguard Properties Pte Ltd on
November 13, 2013.
Miscellaneous
11.
The telephone and facsimile numbers of the Company are +65 6735 0031 and +65
6735 4465 respectively.
12.
Save as disclosed in this Prospectus, there is no known arrangement, the operation of

which may, at a subsequent date, result in a change of control of the Company.
13.
There has not been any public take-over offer, by a third party in respect of our Shares
or by our Company in respect of the shares of another corporation or the units of a
business trust, which has occurred during the financial year ended December 31, 2013
and up to the Latest Practicable Date.
14.
No expert is employed on a contingent basis by our Company or any of our

subsidiaries, or has a material interest, whether direct or indirect, in the shares of our
Company or our subsidiaries, or has a material economic interest, whether direct or
indirect, in our Company including an interest in the success of the Offering.
15.
Except as disclosed in Interested Person Transactions and Conflicts of Interests and

Plan of Distribution, our Company does not have any material relationship with the
Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters,
or any other financial adviser in relation to the Offering.
16.
Save as disclosed under Combined Financial Statements as of and for the years
ended December 31, 2011, 2012 and 2013 and our Unaudited Interim Combined
Financial Statements for the three months ended March 31, 2014, our Directors are
not aware of any event which has occurred since April 1, 2014 and up to the Latest
Practicable Date, which may have a material effect on the financial position and results
of our Group.
17.
Save as disclosed in this Prospectus, our business and/or profitability is not materially
dependent on any patent, license, industrial, commercial or financial contract
(including a contract with a customer or supplier) or new manufacturing process.
18.
We currently have no intention of changing our auditors after the listing of our
Company on the SGX-ST. The names, addresses and professional qualifications
(including any membership in a professional body) of the auditors of our Company for
the years ended December 31, 2011, 2012 and 2013 and the period from January 1,
2014 up to the date of lodgment of this Prospectus are set out below:
Name, Membership and Address
RSM Chio Lim LLP

8 Wilkie Road
#03-08 Wilkie Edge
Singapore 228095
Professional Body
Institute of Singapore Chartered

Accountants
246
Partner-in-charge / Professional
Qualification
Mr. Peter Jacob / Chartered

Accountant of Singapore
Consents
19.
Credit Suisse (Singapore) Limited, one of the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters in relation to the Offering, has given
and has not withdrawn its written consent to the issue of this Prospectus with the
inclusion herein of its name and references thereto, in the form and context which it
appears in this Prospectus and to act in such capacity in relation to this Prospectus.
20.
DBS Bank Ltd., one of the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters in relation to the Offering, has given and has not
withdrawn its written consent to the issue of this Prospectus with the inclusion herein
of its name and references thereto, in the form and context which it appears in this
Prospectus and to act in such capacity in relation to this Prospectus.
21.
RSM Chio Lim LLP, the Independent Auditor, has given and has not withdrawn its
written consent to the issue of this Prospectus with the inclusion herein of, and all
references to (i) its name, (ii) the Independent Auditors Report on the Combined
Financial Statements for the Reporting Years ended December 31, 2011, 2012 and
2013 of Japfa Ltd. set out in Appendix A of this Prospectus and (iii) the Independent
Auditors Report on the Unaudited Interim Combined Financial Statements for the
Reporting Period ended March 31, 2014 of Japfa Ltd. set out in Appendix B of this
Prospectus, in the form and context in which they appear in this Prospectus and to act
in such capacity in relation to this Prospectus.
22.
Frost & Sullivan (S) Pte Ltd, the Industry Consultant, has given and has not withdrawn
its written consent to the issue of this Prospectus with the inclusion herein of, and all
references to, (i) its name, (ii) the Independent Market Research on Selected Food
Markets in Indonesia, China, India, Vietnam and Myanmar set out in Appendix F of this
Prospectus and (iii) statements attributable to it in Summary, Managements
Discussion and Analysis of Financial Condition and Results of Operation and
Business sections of this Prospectus, in the form and context in which they appear in
this Prospectus and to act in such capacity in relation to this Prospectus.
23.
Global Law Office, the Legal Adviser to our Company as to PRC Law, has given and
has not withdrawn its written consent to the issue of this Prospectus with the inclusion
herein of, and all references to (i) its name and (ii), the statements attributed to it in the
section BusinessCompliance which was prepared for the purpose of incorporation
in this Prospectus, in the form and context in which they appear in this Prospectus and
to act in such capacity in relation to this Prospectus.
Responsibility Statement by our Directors

24.
The Directors collectively and individually accept full responsibility for the accuracy of
the information given in this Prospectus and confirm after making all reasonable
enquiries, that to the best of their knowledge and belief, this Prospectus constitutes full
and true disclosure of all material facts about the Offering, the Company and its
subsidiaries, and the Directors are not aware of any facts the omission of which would
make any statements in this Prospectus misleading. Where information in this
Prospectus has been extracted from published or otherwise publicly available sources
or obtained from a named source, the sole responsibility of the Directors has been to
ensure that such information has been accurately and correctly extracted from those
sources and/or reproduced in this Prospectus in its proper form and context.
247
Documents Available for Inspection

25.
Copies of the following documents may be inspected at 391B Orchard Road #18-08
Ngee Ann City Tower B, Singapore 238874 during normal business hours for a period
of six months from the date of this Prospectus:
(a)
the Memorandum and Articles of Association of our Company;
(b)
the material contracts referred to in paragraph 10 above;
(c)
the letters of consent referred to in Independent Auditors and Experts and in

paragraphs 19 to 23 above;
(d)
the reports referred to in paragraphs 21 to 22 above;
(e)
the service agreements entered into between each of our Executive Directors
and our Company referred to in ManagementService Agreements; and
(f)
the rules of the AIH Employee Share Option Scheme and the Japfa
Performance Share Plan.
248
APPENDIX AINDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL

STATEMENTS FOR THE REPORTING YEARS ENDED DECEMBER 31, 2011, 2012 AND
2013 OF JAPFA LTD.
August 7, 2014
The Board of Directors
Japfa Ltd.
391B Orchard Road
#18-08 Ngee Ann City Tower B
Singapore 238874
Dear Sirs
Report on the Combined Financial Statements
We have audited the accompanying combined financial statements of Japfa Ltd. (the
Company) and its subsidiaries (the Group), comprising the combined statements of
financial position as at December 31, 2011, 2012 and 2013, and the combined statements of
profit or loss and other comprehensive income, combined statements of changes in equity
and combined statements of cash flows of the Group for the reporting years ended
December 31, 2011, 2012 and 2013, and a summary of significant accounting policies and
other explanatory information, as set out on pages A-3 to A-70.
Managements Responsibility for the Combined Financial Statements
Management is responsible for the preparation of these combined financial statements that
give a true and fair view in accordance with the provisions of the Singapore Financial
Reporting Standards, and for devising and maintaining a system of internal accounting
controls sufficient to provide a reasonable assurance that assets are safeguarded against
loss from unauthorized use or disposition; and transactions are properly authorized and that
they are recorded as necessary to permit the preparation of true and fair statements of profit
or loss and other comprehensive income and statements of financial position and to maintain
accountability of assets.
Independent Auditors Responsibility
Our responsibility is to express an opinion on these combined financial statements based on
our audit. We conducted our audit in accordance with Singapore Standards on Auditing.
Those standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the combined financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the combined financial statements. The procedures selected depend on the
auditors judgment, including the assessment of the risks of material misstatement of the
combined financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entitys preparation of the
combined financial statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entitys internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management, as well as evaluating the overall presentation of
the combined financial statements.
A-1
Independent Auditors Responsibility (Continued)

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion, the abovementioned combined financial statements of the Group present fairly,
in all material respects, the state of affairs of the Group as at December 31, 2011, 2012 and
2013, and its results of operations, changes in equity and cash flows for each of the financial
years ended December 31, 2011, 2012, and 2013 in accordance with Singapore Financial
Reporting Standards.
Restriction on Distribution and Use
This report is made solely to you as a body and for the inclusion in the Prospectus to be
issued in relation to the proposed offering of the shares of the Company in connection with
the Companys listing on the Singapore Exchange Securities Trading Limited.
Yours faithfully
RSM Chio Lim LLP

Public Accountants and
Chartered Accountants
Singapore
Partner in charge of audit: Peter Jacob
A member of the Institute of Singapore Chartered Accountants
A-2
Combined Statements of Profit or Loss and Other Comprehensive Income

For the Reporting Years Ended December 31, 2011, 2012 and 2013
Notes
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in Fair Value of Biological Assets . . . . . . . . . . . . . . . . . . .
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Exchange Adjustments Gains . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Exchange Adjustments Losses . . . . . . . . . . . . . . . . . . . . . .
Marketing and Distribution Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Administrative Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit Before Tax from Continuing Operations . . . . . . . . . . .
Income Tax Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit from Continuing Operations, Net of Tax . . . . . . . . . . .
Other Comprehensive Income/ (Loss):
Items that will not be reclassified to profit or loss:
Remeasurement of the Net Defined Benefits Plan, Net of
Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Items that may be reclassified subsequently to profit
or loss:
Exchange Differences on Translating Foreign Operations,
Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Loss for the Year, Net of Tax . . . .
Total Comprehensive Income/ (Loss) . . . . . . . . . . . . . . . . . . . . . .
5
6
18
7
8
9
10
11
8
13
27
Profit Attributable to Owners of the Parent, Net of Tax . . . . . .

Profit Attributable to Non-Controlling Interests, Net of
Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit, Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Comprehensive Income/ (Loss) Attributable to
Owners of the Parent, Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Comprehensive Income/ (Loss) Attributable to
Non-Controlling Interests, Net of Tax . . . . . . . . . . . . . . . . . . . . . . .
Total Comprehensive Income/ (Loss) . . . . . . . . . . . . . . . . . . . . . .
Earnings Per Share (Cents) Basic and Diluted. . . . . . . . . . . . . . .
14
2011
2012
2013
US$000
US$000
US$000
2,029,755 2,321,801 2,697,331

(1,663,241) (1,873,766) (2,198,085)
366,514
448,035
499,246
7,484
3,073
9,911
4,449
6,627
5,878
7,314
-
6,273
2,893
3,450
-
(84,559)
(146,783)
(41,936)
(3,795)
114,358
(34,867)
79,491
(1,412)
(83,052)
(173,522)
(56,838)
(4,223)
148,807
(38,371)
110,436
(30,123)
(95,000)
(202,474)
(66,843)
(2,606)
114,816
(33,390)
81,426
(6,217)
(8,709)
7,157
(14,865)
(21,082)
58,409
(28,578)
(37,287)
73,149
(117,244)
(110,087)
(28,661)
44,495
53,257
41,785
34,996
79,491
57,179
110,436
39,641
81,426
28,345
39,429
(35,265)
30,064
33,720
6,604
58,409
73,149
(28,661)
3.01
3.60
2.82
The accompanying notes form an integral part of these financial statements.

A-3
Combined Statements of Financial Position

As at December 31, 2011, 2012 and 2013
Notes
ASSETS
Non-Current Assets
Property, Plant and Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Non-Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current Assets
Asset Held for Sale Under FRS 105 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and Other Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Financial Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EQUITY AND LIABILITIES
Equity
Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity, Attributable to Owners of the Parent, Total . . . . . . .
Non-Controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current Liabilities
Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Equity and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
16
17
18
13
19
20
21
18
22
23
19
24
25
26
26
27
13
28
29
30
30
28
29
2011
2012
2013
US$000
US$000
US$000
403,959
3,762
9,830
82,502
12,109
13,951
526,113
599,638
3,095
10,451
159,390
18,787
7,943
799,304
652,745
2,275
10,056
237,878
15,215
9,819
927,988
2,203
332,169
486,871
543,010
43,748
47,761
48,504
112,878
133,540
134,564
7,145
4,055
2,689
47,962
72,327
79,610
150,402
157,347
225,036
694,304
901,901 1,035,616
1,220,417 1,701,205 1,963,604
86,279
125,423
68,239
(16,933)
263,008
233,186
496,194
86,279
172,361
96,279
(25,298)
329,621
270,235
599,856
163,377
214,852
134,363
(106,795)
405,797
291,136
696,933
66,864
8,618
163,678
151
2,156
241,467
85,274
10,250
304,343
644
1,500
402,011
67,376
11,663
468,748
1,074
636
549,497
10,808
13,426
8,475
87,839
131,918
190,168
379,230
546,987
509,277
4,879
7,007
9,254
482,756
699,338
717,174
724,223 1,101,349 1,266,671
1,220,417 1,701,205 1,963,604

A-4
A-5
4,068
(1,164)
139
329,621
Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 599,856
(856)
-
47,794
-
86,279 172,361
86,279 125,423
39,429
24,141
40,665
-
85,074
US$000
Retained
Earnings
27,793
55,594
US$000
Other
Reserves
96,279
4,068
856
(1,164)
139
-
24,141
68,239
(316)
316
(815)
- (14,649)
86,279 125,423
68,239
Balance at January 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 496,194

Movements in Equity
Total Comprehensive Income/(Loss) for the Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,149
Issue of New Shares by Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,000
Issue of New Shares by Subsidiary to Non-Controlling Interests Without a
Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,163
Transfer to Statutory Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of Non-Controlling Interests Without a Change in Control . . . . . . . . . . . . . . . (8,724)
Non-Controlling Interests Arising from Acquisition of Subsidiaries . . . . . . . . . . . . . . . . . . .
643
Grant of Share Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
Dividend Paid by Subsidiary to Non-Controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,708)
263,008
(815)
(14,649)
263,008
28,345
27,793
US$000
86,279
US$000
US$000
Share
Capital
222,334
Attributable
to Parent
Sub-total
Total
Equity

Movements in Equity
Total Comprehensive Income/(Loss) for the Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,409
3,261
Acquisition of Non-Controlling Interests Without a Change in Control . . . . . . . . . . . . . . . (3,044)
Business Combination Between Entities Under Common Control . . . . . . . . . . . . . . . . . . .
53
Combined Statements of Changes in Equity

Years Ended December 31, 2011, 2012 and 2013
(25,298)
(8,365)
-
(16,933)
(16,933)
(12,320)
-
(4,613)
US$000
Translation
Reserve
270,235
2,095
(7,560)
643
(6,708)
33,720
14,859
233,186
3,261
(2,229)
14,702
(34,275)
233,186
30,064
17,107
204,556
US$000
Non-Controlling
Interests
A-6
33,495
574
3,741
274
134,363
574
- (3,741)
274
405,797 163,377 214,852
96,279
US$000
Other
Reserves
46,232
-
77,098
US$000
(35,265)
33,495
77,098
US$000
Retained
Earnings
86,279 172,361
US$000
US$000
Share
Capital
329,621
Attributable
to Parent
Sub-total
Total
Equity

Movements in Equity
Total Comprehensive Income/(Loss) for the Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,661)
Issue of New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,098
2,766
Disposal of a Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
574
Grant of Shares Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
274
Combined Statements of Changes in Equity (Continued)

Years Ended December 31, 2011, 2012 and 2013
(106,795)
(81,497)
-
(25,298)
US$000
Translation
Reserve
2,766
(9,087)
291,136
6,604
20,618
-
270,235
US$000
Non-Controlling
Interests
Combined Statements of Cash Flows

Reporting Years Ended December 31, 2011, 2012 and 2013
Cash Flows From Operating Activities

Profit Before Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustment for:
Amortization of Other Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Land Use Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation of Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation of Investment Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair Value Gain/ (Loss) on Financial Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair Value Gain on Biological Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Disposal of Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . .
Increase in Provision for Retirement Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment Loss on Property, Plant and Equipment . . . . . . . . . . . . . . . . . . .
Impairment Loss on Investment Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on Disposal of Investment Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on Disposal of a Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Negative Goodwill on Acquisition of Subsidiaries . . . . . . . . . . . . . . . . . . . . . . .
Net Effect of Exchange Rate Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share Options Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of Other Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
114,358
148,807
114,816
553
234
34,778
192
(1,753)
(7,484)
(7,656)
10,316
(3,073)
41,936
1,240
208
(5,778)
1,108
413
622
163
42,170
234
3,648
(6,627)
(3,006)
12,432
(5,878)
56,838
(389)
(13,570)
139
239
-
1,297
28
53,254
209
1,287
(6,273)
(483)
11,138
(2,893)
66,843
380
586
(23,384)
274
133
-
Operating Cash Flows before Changes in Working Capital . . . . . . . . . . . . 179,592

235,822
217,212
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (80,393) (108,748)
(42,494)
Biological Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (40,194)
(56,447)
(92,524)
Trade and Other Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,739
(10,705)
(1,004)
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,307)
(10,741)
(12,656)
Trade and Other Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,143)
22,442
52,761
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,793)
(1,873)
(48)
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(873)
2,621
2,677
Net Cash Flows From Operations Before Tax . . . . . . . . . . . . . . . . . . . . . . . . . .
35,628
72,371
123,924
Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (58,801)
(45,404)
(34,840)
Net Cash Flows (Used in)/ From Operating Activities . . . . . . . . . . . . . . . . . . (23,173)
26,967
89,084
Cash Flows From Investing Activities
Acquisition of Subsidiaries (Net of Cash Acquired) . . . . . . . . . . . . . . . . . . . . . (28,533)
(50,969)
(1,040)
Purchase of Property, Plant and Equipment (Note 24B) . . . . . . . . . . . . . . . (139,664) (201,977) (206,633)
Disposal of Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,634
6,778
2,156
Capital Expenditure on Investment Properties . . . . . . . . . . . . . . . . . . . . . . . . . .
(35)
(26)
Disposal of Investment Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Purchase of Financial Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(209)
(82)
Purchase of Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(61)
(1,527)
(1,946)
Increase in Land Use Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(516)
(193)
(47)
Interest Received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,073
5,878
2,893
Net Cash Flows Used in Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (148,034) (242,219) (204,725)

A-7
Combined Statements of Cash Flows (Continued)

Reporting Years Ended December 31, 2011, 2012 and 2013
Cash Flows From Financing Activities

Dividends Paid to Non-Controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issue of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issue of Shares by Combining Entities under Restructuring
Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Issue of New Shares by Subsidiary to
Non-Controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of Non-Controlling Interests in Subsidiaries . . . . . . . . . . . . . . . .
Cash Restricted in Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Movements in Shareholders Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase/ (Decrease) in Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . .
Interest Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Flows From Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Increase in Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents, Statement of Cash Flows, Beginning
Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents, Statement of Cash Flows, Ending
Balance (Note 24A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
(34,275)
-
(6,708)
-
(9,087)
77,098
44,900
39,000
54,113
3,261
(3,044)
(2,628)
52,436
195,197
(41,936)
213,911
42,704
6,163
185,586
(54,685)
(8,724)
(1,110)
51,667
66,736
(56,838)
221,087
5,835
2,766
224,609
664
(71,607)
(27,719)
(66,843)
183,994
68,353
104,468
147,172
153,007
147,172
153,007
221,360

A-8
Notes to Combined Financial Statements

December 31, 2011, 2012 and 2013
1.
General
1.1.
The Company
The Company is incorporated in Singapore with limited liability. The Company
changed its name to Japfa Ltd. upon its conversion to a public limited company on
July 18, 2014. The combined financial statements are presented in United States
Dollars and all values are rounded to the nearest thousand ($000) for presentation
except where otherwise stated.
The principal activities of the Company are those of services, trading and investment
holding. The principal activities of the subsidiaries are described in the notes to the
financial statements below.
This report is prepared solely for inclusion in the Prospectus in connection with the
proposed listing of the Companys shares on the Singapore Exchange Securities
Trading Limited.
The registered office is: 391B Orchard Road, #18-08 Ngee Ann City Tower B,
Singapore 238874. The Company is situated in Singapore.
1.2.
The Restructuring Exercise

The Group was formed through the Restructuring Exercise which involved a series of
acquisitions and the rationalization of the corporate and shareholding structure for the
purposes of the Invitation. Pursuant to the Restructuring Exercise, the Company
became the holding company of the Group.
The Restructuring Exercise involved the following steps:
Acquisition of AustAsia Investment Holdings Pte Ltd (AIH)
On April 2, 2014, the Company entered into a sale and purchase agreement with
Progressive Investment Inc. (PII), Foxbar Investments Ltd. (Foxbar) and Viva Sino
Investments Limited (Viva) (collectively, the Progressive Group) for the purchase by
the Company of an aggregate of 134,953,572 fully paid ordinary shares and 6,343,571
partially paid ordinary shares in, and comprising 61.9% of the issued shares in, the
capital of AIH for a consideration of US$554,456,870, comprising US$50,000,000 in
cash and 168,256,634 new Shares in the capital of the Company. The consideration
also includes payment for the assignment of the rights of the Progressive Group in
respect of (i) the deed of undertaking dated July 19, 2012 entered into between BR
Fund 1, Foxbar, and AIH (Foxbar Undertaking) and (ii) the deed of undertaking dated
August 13, 2010 entered between BR Fund 1, PII and AIH (as amended on August 10,
2011) (PII Undertaking). The Executive Deputy Chairman, Mr Handojo Santosa, has
controlling interests in PII, Foxbar and Viva. The Non-Executive Director Mr Hendrick
Kolonas also has a non-controlling interest in PII and Foxbar and the Executive
Director and Chief Executive Officer Mr Tan Yong Nang has a non-controlling interest
in Foxbar and Viva.
The consideration was determined by the Company using the mid-point of a range of
valuations, based on listed companies comparable to AIH; and a see-through valuation
for the Foxbar Undertaking and PII Undertaking based on the valuation of AIH and BR
Fund 1s cost of investment. The price at which the Shares of the Company were to be
issued was based on a sum-of-the-parts valuation of the Group prior to the acquisition
of AIH. The component valuations included the mid-points of a range of valuations
A-9
based on listed comparable companies to the Groups unlisted subsidiaries and the
market capitalization of PT Japfa just prior to the date of the sale and purchase
agreement.
Following the completion of the above-mentioned transaction, the Company holds
61.9% of the issued shares in AIH.
The major subsidiaries held by the Company as of the date of this report are as
follows:
Name of subsidiaries and principal activities (and Independent Auditors)
Country of
Incorporation
Effective percentage of
equity held
2011
2012
2013
%
Held by the Company:

PT Japfa Comfeed Indonesia Tbk (JCI)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia
Processing of materials for the manufacture/ production of animal
feed, engaging in breeding, poultry and other farms and
engaging in domestic and international trading
(Mulyamin Sensi Suryanto)
58.3
57.5
57.5
Annona Pte Ltd(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore

Import and export of raw materials
100
100
100
Jupiter Foods Pte Ltd (JFS)(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore

Investment holding
100
100
100
Japfa India Investments Pte Ltd (JII) (incorporated on March 7,

2012)(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore
Investment holding
100
100
Japfa Vietnam Investments Pte Ltd (JVI) (incorporated on

March 20, 2012)(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore
Investment holding
100
100
Japfa China Investments Pte Ltd (incorporated on December 5,

2012)(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore
Investment holding
100
100
Japfa Myanmar Investments Pte Ltd (JMI) (incorporated on

March 6, 2013)(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore
Investment holding
100
61.9
61.9
61.9
58.3
57.5
57.5
57.5
PT Ciomas Adisatwa(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia

Trading, chicken breeding and chicken slaughter house
58.3
57.5
57.5
PT Indojaya Agrinusa(b)(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia

Animal feed manufacturing and chicken breeding
29.2
28.8
28.8
PT Santosa Agrindo(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia

Trading, cattle breeding and cattle slaughter house
58.3
57.5
57.5
AustAsia Investment Holdings Pte Ltd (AIH)(b) . . . . . . . . . . . . . . . . . . . . . . Singapore

Investment holding
(Ernst and Young LLP (EY LLP))
Major subsidiaries held through JCI
PT Suri Tani Pemuka(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia
Production of shrimp feed, shrimp farming, cold storage and
shrimp hatchery
Comfeed Finance B.V. (incorporated on April 10, 2013)(c) . . . . . . . . . . Netherlands
Provision of treasury services
(RSM Netherlands B.V.)
A-10
Name of subsidiaries and principal activities (and Independent Auditors)
Country of
Incorporation
Effective percentage of
equity held
2011
2012
2013
%
Major subsidiaries held through JCI (continued)

PT AustAsia Stockfeed(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia
Trading, cattle breeding and animal feed manufacturing
Major subsidiaries held through JII
Japfa Comfeed India Private Ltd(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . India
Poultry
(Suresh Surana & Associates LLP)
Central India Poultry Breeders Private Limited(b) (acquired on
December 19, 2013) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . India
Animal feed production and poultry
(Ashok Patil & Associates)
Major subsidiaries held through JFS
PT So Good Food(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia
Trading
Major subsidiaries held through JVI
Japfa Comfeed Vietnam Limited Company (acquired on
August 31, 2012)(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vietnam
Breeding farm and poultry
(RSM DTL Auditing Limited Company)
Major subsidiaries held through Japfa China Investments Pte. Ltd
Dongying Japfa Beef Co Ltd. (incorporated on March 29, 2013)(b) . . . China
Beef cattle breeding, grass forage production, import and export
of beef cattle and related products
(Shandong Huide Certified Public Accountants)
Major subsidiaries held through AIH
PT Greenfields Indonesia(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia
Production and sales of milk
(EY LLP)
Dongying AustAsia Modern Dairy Farm Co., Ltd(b) . . . . . . . . . . . . . . . . . . . China
(EY LLP)
Taian AustAsia Modern Dairy Farm Co., Ltd (incorporated on
May 5, 2012)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China
(EY LLP)
Xianhe AustAsia Modern Dairy Farm Co., Ltd (incorporated on
June 28, 2012)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China
(EY LLP)
Dongying Shenzhou AustAsia Modern Dairy Farm Co., Ltd
(incorporated on April 10, 2013)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China
(EY LLP)
(a)
(b)
(c)
(d)
58.3
57.5
57.5
100
100
100
100
100
100
100
100
100
100
61.9
61.9
61.9
61.9
61.9
61.9
61.9
61.9
61.9
61.9
61.9
Audited by RSM Chio Lim LLP, Singapore

Other independent auditors. Audited by firms of accountants other than member firms of RSM International of which RSM
Chio Lim LLP in Singapore is a member. Their names are indicated above.
Audited by member firms of RSM International of which RSM Chio Lim LLP in Singapore is a member. Their names are
indicated above.
The entity is regarded as a subsidiary as the Group owns, directly or indirectly through subsidiaries, more than half of the
voting power of the entity, and it is able to obtain control through potential voting rights.
A-11
2.
Summary of Significant Accounting Policies

Accounting Convention
The financial statements have been prepared in accordance with the Singapore
Financial Reporting Standards (FRS) and the related Interpretations to FRS (INT
FRS) as issued by the Singapore Accounting Standards Council. The financial
statements are prepared on a going concern basis under the historical cost convention
except where a FRS requires an alternative treatment (such as fair values) as
disclosed where appropriate in these financial statements. The accounting policies in
FRSs need not be applied when the effect of applying them is immaterial. The
disclosures required by FRSs need not be made if the information is immaterial. Other
comprehensive income comprises items of income and expense (including
reclassification adjustments) that are not recognized in the income statement, as
required or permitted by FRS. Reclassification adjustments are amounts reclassified to
profit or loss in the income statement in the current period that were recognized in
other comprehensive income in the current or previous periods.
The combined financial statements include the financial statements made up to the
end of the reporting year of the Company and all of its subsidiaries. The combined
financial statements are the financial statements of the Group presented as those of a
single economic entity and are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. All significant intragroup
balances and transactions, including profit or loss and other comprehensive income
items and dividends are eliminated on consolidation. The results of any subsidiary
acquired or disposed of during the reporting year are accounted for from the respective
dates of acquisition or up to the date of disposal which is the date on which effective
control is obtained of the acquired business, until that control ceases.
Changes in the Groups ownership interest in a subsidiary that do not result in the loss
of control are accounted for within equity as transactions with owners in their capacity
as owners. The carrying amounts of the Groups and non-controlling interests are
adjusted to reflect the changes in their relative interests in the subsidiary. When the
Group loses control of a subsidiary it derecognizes the assets and liabilities and
related equity components of the former subsidiary. Any gain or loss is recognized in
profit or loss. Any investment retained in the former subsidiary is measured at its fair
value at the date when control is lost and is subsequently accounted as available-forsale financial assets in accordance with FRS 39.
Basis of Preparation of the Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires the management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting year. Actual results could differ from
those estimates. The estimates and assumptions are reviewed on an ongoing basis.
Apart from those involving estimations, management has made judgments in the
process of applying the entitys accounting policies. The areas requiring
managements most difficult, subjective or complex judgments, or areas where
assumptions and estimates are significant to the financial statements, are disclosed at
the end of this footnote, where applicable.
A-12
Revenue Recognition
The revenue amount is the fair value of the consideration received or receivable from
the gross inflow of economic benefits during the reporting year arising from the course
of the activities of the entity and it is shown net of any related sales taxes and rebates.
Revenue from the sale of goods is recognized when significant risks and rewards of
ownership are transferred to the buyer, there is neither continuing managerial
involvement to the degree usually associated with ownership nor effective control over
the goods sold, and the amount of revenue and the costs incurred or to be incurred in
respect of the transaction can be measured reliably. Rental revenue is recognized on a
time-proportion basis that takes into account the effective yield on the asset on a
straight-line basis over the lease term. Interest is recognized using the effective
interest method. Dividend from equity instruments is recognized as income when the
entitys right to receive payment is established.
Employee Benefits
Certain subsidiaries of the Group are required to provide for employee service
entitlements in order to meet the minimum benefits required to be paid to qualified
employees as required under existing manpower regulations in Indonesia. Short-term
employee benefits are recognized at an undiscounted amount where employees have
rendered their services to the Group during the accounting periods. Post employment
benefits are recognized at discounted amounts when the employees have rendered
their services to the Group during the accounting periods. Liabilities and expenses are
measured using actuarial techniques which include constructive obligations that arise
from the Groups common practices. In calculating the liabilities, the benefits are
discounted by using the projected unit credit method. Termination benefits are
recognized when, and only when, the Group is committed to either; (a) terminate the
employment of an employee or group of employees before the normal retirement date;
or (b) provide termination benefits as a result of an offer made in order to encourage
voluntary redundancy.
Certain subsidiaries operate defined contribution retirement benefit plans in which
employees are entitled to join upon fulfilling certain conditions. The assets of the fund
are held separately from those of the entity in an independently administered fund. The
entity contributes an amount equal to a fixed percentage of the salary of each
participating employee. Contributions are charged to profit or loss in the period to
which they relate. These plans are in addition to the contributions to government
managed retirement benefit plans such as the Central Provident Fund in Singapore
which specifies the employers obligations which are dealt with as defined contribution
retirement benefit plans. For employee leave entitlement the expected cost of shortterm employee benefits in the form of compensated absences is recognized in the
case of accumulating compensated absences, when the employees render service
that increases their entitlement to future compensated absences; and in the case of
non-accumulating compensated absences, when the absences occur. A liability for
bonuses is recognized where the entity is contractually obliged or where there is
constructive obligation based on past practice.
Share-Based Compensation
For the equity-settled share-based compensation transactions, the fair value of the
employee services received in exchange for the grant of the options is recognized as
an expense. The total amount to be expensed on a straight-line basis over the vesting
period is measured by reference to the fair value of the options granted ignoring the
effect of non-market conditions such as profitability and sales growth targets. Nonmarket vesting conditions are included in assumptions about the number of options
that are expected to become exercisable. The fair value is measured using a binomial
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option pricing model. The expected lives used in the model are adjusted, based on
managements best estimate, for the effects of non-transferability, exercise restrictions
and behavioural considerations. At each end of the reporting year, a revision is made
of the number of options that are expected to become exercisable. It recognizes the
impact of the revision of original estimates, if any, in profit or loss with a corresponding
adjustment to equity. The proceeds received net of any directly attributable transaction
costs are credited to share capital when the options are exercised. Cancellations of
grants of equity instruments during the vesting period (other than a grant cancelled by
forfeiture when the vesting conditions are not satisfied) are accounted for as an
acceleration of vesting, therefore any amount unrecognized that would otherwise have
been charged is recognized immediately in profit or loss.
Income Tax
The income taxes are accounted using the asset and liability method that requires the
recognition of taxes payable or refundable for the current year and deferred tax
liabilities and assets for the future tax consequence of events that have been
recognized in the financial statements or tax returns. The measurements of current
and deferred tax liabilities and assets are based on provisions of the enacted or
substantially enacted tax laws; the effects of future changes in tax laws or rates are not
anticipated. Tax expense (tax income) is the aggregate amount included in the
determination of profit or loss for the reporting year in respect of current tax and
deferred tax. Current and deferred income taxes are recognized as income or as an
expense in profit or loss unless the tax relates to items that are recognized in the same
or a different period outside profit or loss. For such items recognized outside profit or
loss the current tax and deferred tax are recognized (a) in other comprehensive
income if the tax is related to an item recognized in other comprehensive income and
(b) directly in equity if the tax is related to an item recognized directly in equity.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by
the same income tax authority. The carrying amount of deferred tax assets is reviewed
at each end of the reporting year and is reduced, if necessary, by the amount of any
tax benefits that, based on available evidence, are not expected to be realized. A
deferred tax amount is recognized for all temporary differences, unless the deferred
tax amount arises from the initial recognition of an asset or liability in a transaction
which (i) is not a business combination; and (ii) at the time of the transaction, affects
neither accounting profit nor taxable profit (tax loss). A deferred tax liability or asset is
recognized for all taxable temporary differences associated with investments in
subsidiaries, branches and associates, and joint arrangements except where the
reporting entity is able to control the timing of the reversal of the taxable temporary
difference and it is probable that the taxable temporary difference will not reverse in
the foreseeable future or for deductible temporary differences, they will not reverse in
the foreseeable future and they cannot be utilized against taxable profits.
Foreign Currency Transactions
The functional currency of the Company is the Singapore dollar as it reflects the
primary economic environment in which the entity operates. Transactions in foreign
currencies are recorded in the functional currency at the rates ruling at the dates of the
transactions. At each end of the reporting year, recorded monetary balances and
balances measured at fair value that are denominated in non-functional currencies are
reported at the rates ruling at the end of the reporting year and fair value measurement
dates respectively. All realized and unrealized exchange adjustment gains and losses
are dealt with in profit or loss except when recognized in other comprehensive income
and if applicable deferred in equity such as for qualifying cash flow hedges. The
presentation currency is the United States dollar as the financial statements are meant
primarily for international users. For the United States dollar financial statements
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assets and liabilities are translated at year end rates of exchange and the income and
expense items for each statement presenting profit or loss and other comprehensive
income are translated at average rates of exchange for the reporting year. The
resulting translation adjustments (if any) are recognized in other comprehensive
income and accumulated in a separate component of equity. The translations of S$
amounts into US$ amounts are included solely for the convenience of readers. The
reporting year end rates used are S$1 to US$0.789 (2012: S$1 to US$0.817; 2011:
S$1 to US$0.772) which approximate the rates of exchange at the end of each
reporting year. The average rates of exchange for the reporting years were S$1 to
US$0.798 (2012: S$1 to US$0.803; 2011: S$1 to US$0.797). Such translation should
not be construed as a representation that the Singapore dollar amounts could be
converted into US dollars at the above rates or other rates.
Translation of Financial Statements of Foreign Entities
Each entity in the Group determines the appropriate functional currency as it reflects
the primary economic environment in which the relevant reporting entity operates. In
translating the financial statements of such an entity for incorporation in the combined
financial statements in the presentation currency the assets and liabilities denominated
in other currencies are translated at end of the reporting year rates of exchange and
the income and expense items for each statement presenting profit or loss and other
comprehensive income are translated at average rates of exchange for the respective
reporting years. The resulting translation adjustments (if any) are recognized in other
comprehensive income and accumulated in a separate component of equity until the
disposal of that relevant entity.
Borrowing Costs
Borrowing costs are interest and other costs incurred in connection with the borrowing
of funds. The interest expense is calculated using the effective interest rate method.
Borrowing costs are recognized as an expense in the period in which they are incurred
except that borrowing costs that are directly attributable to the acquisition, construction
or production of a qualifying asset that necessarily take a substantial period of time to
get ready for their intended use or sale are capitalized as part of the cost of that asset
until substantially all the activities necessary to prepare the qualifying asset for its
intended use or sale are complete. Investment income earned on the temporary
investment of specific borrowings pending their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalization.
Government Grants
A government grant is recognized at fair value when there is reasonable assurance
that the conditions attaching to it will be complied with and that the grant will be
received. Grants in recognition of specific expenses are recognized as income over
the periods necessary to match them with the related costs that they are intended to
compensate, on a systematic basis. A grant related to depreciable assets is allocated
to income over the period in which such assets are used in the project subsidized by
the grant. A government grant related to assets, including non-monetary grants at fair
value, is presented in the statement of financial position by setting up the grant as
deferred income. The interest saved from government loans is regarded as additional
government grant.
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Depreciation is provided on a straight-line basis to allocate the gross carrying amounts
of the assets less their residual values over their estimated useful lives of each part of
an item of these assets. The annual rates of depreciation are as follows:
Buildings and site facilities
Machinery and equipment
Office furniture and fixtures
Motor vehicles
Leasehold land
Freehold land
3 to 25%
10 to 33%
20 to 50%
10 to 33%
Over the remaining lease terms
Not depreciated
An asset is depreciated when it is available for use until it is derecognized even if

during that period the item is idle. Fully depreciated assets still in use are retained in
the financial statements.
Property, plant and equipment are carried at cost on initial recognition and after initial
recognition at cost less any accumulated depreciation and any accumulated
impairment losses. The gain or loss arising from the derecognition of an item of
property, plant and equipment is measured as the difference between the net disposal
proceeds, if any, and the carrying amount of the item and is recognized in profit or
loss. The residual value and the useful life of an asset is reviewed at least at each end
of the reporting year and, if expectations differ significantly from previous estimates,
the changes are accounted for as a change in an accounting estimate, and the
depreciation charge for the current and future periods are adjusted.
Cost also includes acquisition costs, borrowing costs capitalized and any costs directly
attributable to bringing the asset or component to the location and condition necessary
for it to be capable of operating in the manner intended by management. Subsequent
costs are recognized as an asset only when it is probable that future economic
benefits associated with the item will flow to the entity and the cost of the item can be
measured reliably. All other repairs and maintenance are charged to profit or loss
when they are incurred.
Investment Property
Investment property is property owned or held under a finance lease to earn rentals or
for capital appreciation or both, rather than for use in the production or supply of goods
or services or for administrative purposes or sale in the ordinary course of business. It
includes an investment property in the course of construction. After initial recognition at
cost including transaction costs the cost model is used to measure the investment
property using the treatment for property, plant and equipment, that is, at cost less any
accumulated depreciation and any accumulated impairment losses. Depreciation is
computed on a straight-line basis over the investment properties useful lives of 4 to 20
years. An investment property that meets the criteria to be classified as held for sale is
carried at the lower of carrying amount and fair value less costs to sell. For disclosure
purposes, the fair values are determined by management.
Leases
Whether an arrangement is, or contains, a lease, it is based on the substance of the
arrangement at the inception date, that is, whether (a) fulfillment of the arrangement is
dependent on the use of a specific asset or assets (the asset); and (b) the
arrangement conveys a right to use the asset. Leases are classified as finance leases
if substantially all the risks and rewards of ownership are transferred to the lessee. All
other leases are classified as operating leases. At the commencement of the lease
term, a finance lease is recognized as an asset and as a liability in the statement of
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financial position at amounts equal to the fair value of the leased asset or, if lower, the
present value of the minimum lease payments, each measured at the inception of the
lease. The discount rate used in calculating the present value of the minimum lease
payments is the interest rate implicit in the lease, if this is practicable to determine, the
lessees incremental borrowing rate is used. Any initial direct costs of the lessee are
added to the amount recognized as an asset. The excess of the lease payments over
the recorded lease liability are treated as finance charges which are allocated to each
reporting year during the lease term so as to produce a constant periodic rate of
interest on the remaining balance of the liability. Contingent rents are charged as
expenses in the reporting years in which they are incurred. The assets are depreciated
as owned depreciable assets. Leases where the lessor effectively retains substantially
all the risks and benefits of ownership of the leased assets are classified as operating
leases. For operating leases, lease payments are recognized as an expense in profit
or loss on a straight-line basis over the term of the relevant lease unless another
systematic basis is representative of the time pattern of the users benefit, even if the
payments are not on that basis. Lease incentives received are recognized in profit or
loss as an integral part of the total lease expense. Rental income from operating
leases is recognized in profit or loss on a straight-line basis over the term of the
relevant lease unless another systematic basis is representative of the time pattern of
the users benefit, even if the payments are not on that basis. Initial direct costs
incurred in negotiating and arranging an operating lease are added to the carrying
amount of the leased asset and recognized on a straight-line basis over the lease
term.
Intangible Assets
An identifiable non-monetary asset without physical substance is recognized as an
intangible asset at acquisition cost if it is probable that the expected future economic
benefits that are attributable to the asset will flow to the entity and the cost of the asset
can be measured reliably. After initial recognition, an intangible asset with finite useful
life is carried at cost less any accumulated amortization and any accumulated
impairment losses. An intangible asset with an indefinite useful life is not amortized. An
intangible asset is regarded as having an indefinite useful life when, based on an
analysis of all of the relevant factors, there is no foreseeable limit to the period over
which the asset is expected to generate net cash inflows for the entity.
The amortizable amount of an intangible asset with finite useful life is allocated on a
systematic basis over the best estimate of its useful life from the point at which the
asset is ready for use. The useful lives are as follows:
Formula and technology
Non-compete fees
Customer relationships
Computer software
20 years
5 years
6 years
5 to 7 years
Identifiable intangible assets acquired as part of a business combination are initially

recognized separately from goodwill if the assets fair value can be measured reliably,
irrespective of whether the asset had been recognized by the acquiree before the
business combination. An intangible asset is considered identifiable only if it is
separable or if it arises from contractual or other legal rights, regardless of whether
those rights are transferable or separable from the entity or from other rights and
obligations.
Biological Assets
Biological assets include dairy cows and breeding livestock. Breeding livestock
includes breeding chickens, breeding cattle and breeding swine.
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Dairy cows, including milkable cows, heifers and calves are measured on initial
recognition and at the end of the reporting year at their fair value less costs to sell, with
any resultant gain or loss recognized in profit or loss for the year in which it arises.
Costs to sell are the incremental costs directly attributable to the disposal of an asset,
mainly transportation costs and excluding finance costs and income taxes. The fair
value of dairy cows is determined based on its present location and condition and is
determined independently by professional valuers.
The feeding costs and other related costs including the depreciation charge, utilities
cost and consumables incurred for raising of heifers and calves are capitalized, until
such time as the heifers and calves begin to produce milk.
Breeding chickens include grandparent stocks that produce hatchable eggs for parent
stocks, and parent stocks that produce hatchable eggs for trade livestock inventories.
Breeding chickens are classified as productive breeding chickens and unproductive
breeding chickens. Unproductive breeding chickens are stated at acquisition costs plus
accumulated growing costs. The accumulated costs of unproductive breeding chickens
are reclassified to productive breeding chickens at the optimal production age. In
general, unproductive broiler breeding chickens reach the optimal production age after
25 weeks and unproductive layer breeding chickens reach the optimal production age
after 20 weeks. Productive breeding chickens are stated at cost at the time of
reclassification from unproductive breeding chickens and are amortized over the
economic egg-laying lives of the breeding chickens after considering residual values.
Breeding cattle are cattle that are being nurtured for production of calves. Breeding
cattle are classified as productive breeding cattle and unproductive cattle.
Unproductive cattle are stated at acquisition costs plus accumulated growing costs.
The accumulated costs of unproductive cattle are reclassified to productive cattle at
the optimal productive age. In general, unproductive cattle reach the average optimal
production age after 15 months. Productive cattle are measured on initial recognition
and at the end of the reporting year at fair value less costs to sell, with any resultant
gain or loss recognized in profit or loss for the year in which it arises.
Breeding swine are swine that are being nurtured for production of piglets. Breeding
swine are classified as productive breeding swine and unproductive swine.
Unproductive swine are stated at acquisition costs plus accumulated growing costs.
The accumulated costs of unproductive swine are reclassified to productive swine at
the optimal productive age. In general, unproductive swine reach the average optimal
production age after 6 months. Productive swine are measured on initial recognition
and at the end of the reporting year at fair value less costs to sell, with any resultant
gain or loss recognized in profit or loss for the year in which it arises.
Segment Reporting
The Group discloses financial and descriptive information about its reportable
segments. Reportable segments are operating segments or aggregations of operating
segments that meet specified criteria. Operating segments are components about
which separate financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing the
performance. Generally, financial information is reported on the same basis as is used
internally for evaluating operating segment performance and deciding how to allocate
resources to operating segments.
Subsidiaries
A subsidiary is an entity including unincorporated and special purpose entity that is
controlled by the reporting entity. Control is the power to govern the financial and
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operating policies of an entity so as to obtain benefits from its activities accompanying

a shareholding of more than one half of the voting rights or the ability to appoint or
remove the majority of the members of the board of directors or to cast the majority of
votes at meetings of the board of directors. The existence and effect of potential voting
rights that are currently exercisable or convertible are considered when assessing
whether the Group controls another entity.
Business Combinations
As disclosed in Note 1 of the financial statements, a restructuring exercise was
undertaken. The business combination involved entities or businesses under common
control that is, a business combination in which all of the combining entities or
businesses are ultimately controlled by the same party or parties both before and after
the business combination, and that control is not transitory. The business combination
in such situation is accounted for under the pooling-of-interests or merger method.
Such manner of presentation reflects the economic substance of the combined entities
as a single economic enterprise.
Under the pooling-of-interests method, the financial statements of the Group for the
reporting years ended December 31, 2011, 2012 and 2013 have been presented as if
the Group had been in existence for all periods presented and the combined assets,
liabilities and reserves of the pooled enterprises are recorded at their existing carrying
amounts at the date of amalgamation. The excess or deficiency of the fair value of the
purchase consideration over the net book value of assets acquired is adjusted to the
capital reserve.
For entities not under common control, business combinations are accounted for by
applying the acquisition method.
Goodwill and fair value adjustments resulting from the application of acquisition
method at the date of acquisition are treated as assets and liabilities of the foreign
entity and are recorded at the exchange rates prevailing at the acquisition date and are
subsequently translated at the period end exchange rate.
Where the fair values are estimated on a provisional basis they are finalized within one
year from the acquisition date with consequent retrospective changes to the amounts
recognized at the acquisition date to reflect new information obtained about facts and
circumstances that existed as of the acquisition date and, if known, would have
affected the measurement of the amounts recognized as of that date.
Non-Controlling Interests
The non-controlling interests in the net assets and net results of consolidated
subsidiaries are shown separately in the appropriate components of the combined
financial statements. For each business combination, any non-controlling interest in
the acquiree (subsidiary) is initially measured either at fair value or at the noncontrolling interests proportionate share of the acquirees identifiable net assets.
Where the non-controlling interest is measured at fair value, the valuation techniques
and key model inputs used are disclosed in the relevant note. Profit or loss and each
component of other comprehensive income are attributed to the owners of the parent
and to the non-controlling interest. Total comprehensive income is attributed to the
owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
Goodwill
Goodwill is recognized as of the acquisition date measured as the excess of (a) over
(b); (a) being the aggregate of: (i) the consideration transferred which generally
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requires acquisition-date fair value; (ii) the amount of any non-controlling interest in the
acquiree measured in accordance with FRS 103 (measured either at fair value or as
the non-controlling interests proportionate share of the acquirees net identifiable
assets); and (iii) in a business combination achieved in stages, the acquisition-date fair
value of the acquirers previously held equity interest in the acquiree; and (b) being the
net of the acquisition-date amounts of the identifiable assets acquired and the liabilities
assumed measured in accordance with this FRS 103.
After initial recognition, goodwill acquired in a business combination is measured at
cost less any accumulated impairment losses. Goodwill is not amortized. Irrespective
of whether there is any indication of impairment, goodwill and also an intangible asset
with an indefinite useful life or any intangible asset not yet available for use are tested
for impairment at least annually. Goodwill impairment is not reversed in any
circumstances.
For the purpose of impairment testing and since the acquisition date of the business
combination, goodwill is allocated to each cash-generating unit, or groups of cashgenerating units that are expected to benefit from the synergies of the combination,
irrespective of whether other assets or liabilities of the acquiree were assigned to
those units or groups of units. Each unit or group of units to which the goodwill is so
allocated represents the lowest level within the entity at which the goodwill is
monitored for internal management purposes and is not larger than a segment.
Assets Classified as Held for Sale
Identifiable assets, liabilities and contingent liabilities and any disposal groups are
classified as held for sale if their carrying amount is to be recovered principally through
a sale transaction rather than through continuing use. The sale is expected to qualify
for recognition as a completed sale within one year from the date of classification,
except as permitted by FRS 105 in certain circumstances. It can include a subsidiary
acquired exclusively with a view to resale. Assets that meet the criteria to be classified
as held for sale are measured at the lower of carrying amount and fair value less costs
of disposal and are presented separately on the face of the statement of financial
position. Once an asset is classified as held for sale or included in a group of assets
held for sale no further depreciation or amortization is recorded. Impairment losses on
initial classification of the balances as held for sale are included in profit or loss, even
when there is a revaluation. The same applies to gains and losses on subsequent
remeasurement.
Impairment of Non-Financial Assets
Irrespective of whether there is any indication of impairment, an annual impairment
test is performed at the same time every year on an intangible asset with an indefinite
useful life or an intangible asset not yet available for use. The carrying amount of other
non-financial assets is reviewed at each end of the reporting year for indications of
impairment and where an asset is impaired, it is written down through profit or loss to
its estimated recoverable amount. The impairment loss is the excess of the carrying
amount over the recoverable amount and is recognized in profit or loss. The
recoverable amount of an asset or a cash-generating unit is the higher of its fair value
less costs of disposal and its value in use. When the fair value less costs of disposal
method is used, any available recent market transactions are taken into consideration.
When the value in use method is adopted, in assessing the value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks
specific to the asset. For the purposes of assessing impairment, assets are grouped at
the lowest levels for which there are separately identifiable cash flows (cashgenerating units). At each end of the reporting year non-financial assets other than
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goodwill with impairment loss recognized in prior periods are assessed for possible
reversal of the impairment. An impairment loss is reversed only to the extent that the
assets carrying amount does not exceed the carrying amount that would have been
measured, net of depreciation or amortization, if no impairment loss had been
recognized.
Inventories
Inventories in the animal protein, dairy and consumer food segments are measured at
the lower of cost (weighted average method) and net realizable value. Net realizable
value is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs necessary to make the sale. A
write down on cost is made where the cost is not recoverable or if the selling prices
have declined. Cost includes all costs of purchase, costs of conversion and other costs
incurred in bringing the inventories to their present location and condition. In the case
of manufactured inventories and work in progress, cost includes an appropriate share
of overheads based on normal operating capacity.
Financial Assets
Initial recognition, measurement and derecognition:
A financial asset is recognized on the statement of financial position when, and only
when, the entity becomes a party to the contractual provisions of the instrument. The
initial recognition of financial assets is at fair value normally represented by the
transaction price. The transaction price for financial asset not classified at fair value
through profit or loss includes the transaction costs that are directly attributable to the
acquisition or issue of the financial asset. Transaction costs incurred on the acquisition
or issue of financial assets classified at fair value through profit or loss are expensed
immediately. The transactions are recorded at the trade date.
Irrespective of the legal form of the transactions performed, financial assets are
derecognized when they pass the substance over form based on the derecognition
test prescribed by FRS 39 relating to the transfer of risks and rewards of ownership
and the transfer of control. Financial assets and financial liabilities are offset and the
net amount is reported in the statement of financial position if there is currently a
legally enforceable right to offset the recognized amounts and there is an intention to
settle on a net basis, to realize the assets and settle the liabilities simultaneously.
Subsequent measurement:
Subsequent measurement based on the classification of the financial assets in one of
the following four categories under FRS 39 is as follows:
1.
Financial assets at fair value through profit or loss:

Assets are classified in this category when they are incurred principally for the
purpose of selling or repurchasing in the near term (trading assets) or are
derivatives (except for a derivative that is a designated and effective hedging
instrument) or have been classified in this category because the conditions are
met to use the fair value option and it is used. These assets are carried at fair
value by reference to the transaction price or current bid prices in an active
market. All changes in fair value relating to assets at fair value through profit or
loss are recognized directly in profit or loss. They are classified as non-current
assets unless management intends to dispose of the asset within 12 months of
the end of the reporting year.
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2.
Loans and receivables:

Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Assets that are
for sale immediately or in the near term are not classified in this category.
These assets are carried at amortized costs using the effective interest method
(except that short-duration receivables with no stated interest rate are normally
measured at original invoice amount unless the effect of imputing interest would
be significant) minus any reduction (directly or through the use of an allowance
account) for impairment or uncollectibility. Impairment charges are provided
only when there is objective evidence that an impairment loss has been
incurred as a result of one or more events that occurred after the initial
recognition of the asset (a loss event) and that loss event (or events) has an
impact on the estimated future cash flows of the financial asset or group of
financial assets that can be reliably estimated. The methodology ensures that
an impairment loss is not recognized on the initial recognition of an asset.
Losses expected as a result of future events, no matter how likely, are not
recognized. For impairment, the carrying amount of the asset is reduced
through use of an allowance account. The amount of the loss is recognized in
profit or loss. An impairment loss is reversed if the reversal can be related
objectively to an event occurring after the impairment loss was recognized.
Typically the trade and other receivables are classified in this category.
3.
Held-to-maturity financial assets:

These are non-derivative financial assets with fixed or determinable payments
and fixed maturity that the entity has the positive intention and ability to hold to
maturity. Financial assets that upon initial recognition are designated as at fair
value through profit or loss or available-for-sale and those that meet the
definition of loans and receivables are not classified in this category. These
assets are carried at amortized costs using the effective interest method minus
any reduction (directly or through the use of an allowance account) for
impairment or uncollectibility. Impairment charges are provided only when there
is objective evidence that an impairment loss has been incurred. For
impairment, the carrying amount of the asset is reduced through use of an
allowance account. The gains and losses are recognized in profit or loss when
the investments are derecognized or impaired, as well as through the
amortization process. Impairment losses recognized in profit or loss are
subsequently reversed if an increase in the fair value of the instrument can be
objectively related to an event occurring after the recognition of the impairment
loss. Non-current investments in bonds and debt securities are usually
classified in this category.
4.
Available-for-sale financial assets:

As at end of the reporting year date there were no financial assets classified in
this category.
Cash and Cash Equivalents

Cash and cash equivalents include bank and cash balances, on demand deposits and
any highly liquid debt instruments purchased with an original maturity of three months
or less. For the statement of cash flows the item includes cash and cash equivalents
less cash subject to restriction and bank overdrafts payable on demand that form an
integral part of cash management.
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Financial Liabilities
Initial recognition, measurement and derecognition:
A financial liability is recognized on the statement of financial position when, and only
when, the entity becomes a party to the contractual provisions of the instrument and it
is derecognized when the obligation specified in the contract is discharged or
cancelled or expired. The initial recognition of financial liability is at fair value normally
represented by the transaction price. The transaction price for financial liability not
classified at fair value through profit or loss includes the transaction costs that are
directly attributable to the acquisition or issue of the financial liability. Transaction costs
incurred on the acquisition or issue of financial liability classified at fair value through
profit or loss are expensed immediately. The transactions are recorded at the trade
date. Financial liabilities including bank and other borrowings are classified as current
liabilities unless there is an unconditional right to defer settlement of the liability for at
least 12 months after the end of the reporting year.
Subsequent measurement:
Subsequent measurement based on the classification of the financial liabilities in one
of the following two categories under FRS 39 is as follows:
1.
Liabilities at fair value through profit or loss: Liabilities are classified in this
category when they are incurred principally for the purpose of selling or
repurchasing in the near term (trading liabilities) or are derivatives (except for a
derivative that is a designated and effective hedging instrument) or have been
classified in this category because the conditions are met to use the fair value
option and it is used. Financial guarantee contracts if significant are initially
recognized at fair value and are subsequently measured at the greater of
(a) the amount determined in accordance with FRS 37 and (b) the amount
initially recognized less, where appropriate, cumulative amortization recognized
in accordance with FRS 18. All changes in fair value relating to liabilities at fair
value through profit or loss are charged to profit or loss as incurred.
2.
Other financial liabilities:

All liabilities, which have not been classified as in the previous category fall into
this residual category. These liabilities are carried at amortized cost using the
effective interest method. Trade and other payables and borrowings are usually
classified in this category. Items classified within current trade and other
payables are not usually re-measured, as the obligation is usually known with a
high degree of certainty and settlement is short-term.
Fair Value Measurement

Fair value is taken to be the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the
measurement date (that is, an exit price). It is a market-based measurement, not an
entity-specific measurement. When measuring fair value, management uses the
assumptions that market participants would use when pricing the asset or liability
under current market conditions, including assumptions about risk. The entitys
intention to hold an asset or to settle or otherwise fulfill a liability is not taken into
account as relevant when measuring fair value. In making the fair value measurement,
management determines the following: (a) the particular asset or liability being
measured (these are identified and disclosed in the relevant notes below); (b) for a
non-financial asset, the highest and best use of the asset and whether the asset is
used in combination with other assets or on a stand-alone basis; (c) the market in
A-23
which an orderly transaction would take place for the asset or liability; and (d) the
appropriate valuation techniques to use when measuring fair value. The valuation
techniques used maximize the use of relevant observable inputs and minimize
unobservable inputs. These inputs are consistent with the inputs a market participant
may use when pricing the asset or liability.
The fair value measurements and related disclosures categories the inputs to valuation
techniques used to measure fair value by using a fair value hierarchy of three levels.
These are recurring fair value measurements unless stated otherwise in the relevant
notes to the financial statements. Level 1 inputs are quoted prices (unadjusted) in
active markets for identical assets or liabilities that the entity can access at the
measurement date. Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3
inputs are unobservable inputs for the asset or liability. The level is measured on the
basis of the lowest level input that is significant to the fair value measurement in its
entirety. Transfers between levels of the fair value hierarchy are deemed to have
occurred at the beginning of the reporting year. If a financial instrument measured at
fair value has a bid price and an ask price, the price within the bid-ask spread or midmarket pricing that is most representative of fair value in the circumstances is used to
measure fair value regardless of where the input is categorized within the fair value
hierarchy. If there is no market, or the markets available are not active, the fair value is
established by using an acceptable valuation technique.
The carrying values of current financial instruments approximate their fair values due
to the short-term maturity of these instruments and the disclosures of fair value are not
made when the carrying amount of current financial instruments is a reasonable
approximation of the fair value. The fair values of non-current financial instruments
may not be disclosed separately unless there are significant differences at the end of
the reporting year and in the event the fair values are disclosed in the relevant notes to
the financial statements.
Equity
Equity instruments are contracts that give a residual interest in the net assets of the
reporting entity. Ordinary shares are classified as equity. Equity instruments are
recognized at the amount of proceeds received net of incremental costs directly
attributable to the transaction. Dividends on equity are recognized as liabilities when
they are declared. Interim dividends are recognized when declared by the directors.
Provisions
A liability or provision is recognized when there is a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. A provision is made using best
estimates of the amount required in settlement and where the effect of the time value
of money is material, the amount recognized is the present value of the expenditures
expected to be required to settle the obligation using a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the obligation.
The increase in the provision due to passage of time is recognized as interest
expense. Changes in estimates are reflected in profit or loss in the reporting year they
occur.
Critical Judgments, Assumptions and Estimation Uncertainties
The critical judgments made in the process of applying the accounting policies that
have the most significant effect on the amounts recognized in the financial statements
A-24
and the key assumptions concerning the future, and other key sources of estimation
uncertainty at the end of the reporting year, that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities currently or within
the next reporting year are discussed below. These estimates and assumptions are
periodically monitored to ensure they incorporate all relevant information available at
the date when financial statements are prepared. However, this does not prevent
actual figures differing from estimates.
Fair Value of Biological Assets:
Biological assets are measured at fair value less costs to sell. In determining the fair
value of the biological assets, the fair value of dairy cows, breeding cattle and swine is
determined based on either the market determined prices as at the end of the
reporting year adjusted with reference to the species, age, growing condition, costs
incurred and expected yield to reflect differences in characteristics and/or stages of
growth of the livestock; or the present value of expected net cash flows from the
livestock discounted at a current market-determined rate, when market-determined
prices are unavailable. Any change in the estimates may affect the fair value of the
livestock significantly. The professional valuers and management review the
assumptions and estimates periodically to identify any significant change in the fair
value of the livestock.
Impairment of and Useful Lives of Biological Assets:
The Group assesses annually whether its biological assets that are not measured at
fair value less costs to sell have any indication of impairment. In instances where there
are indicators of impairment, the recoverable amounts of the biological assets will be
determined based on value-in-use calculations. These calculations require the use of
management judgments and estimates. It is impracticable to disclose the extent of the
possible effects. It is reasonably possible, based on existing knowledge, that outcomes
within the next financial year that are different from assumptions could require a
material adjustment to the carrying amount of the balances affected.
The Group reviews the estimated useful lives of breeding chickens at the end of each
reporting year. Where useful lives are less than previously estimated lives, the
amortization charge is increased.
The carrying amount of the specific asset (or class of assets) at the end of the
reporting year affected by these assumptions is disclosed in the note on biological
assets.
Allowance for Doubtful Trade Accounts:
An allowance is made for doubtful trade accounts for estimated losses resulting from
the subsequent inability of the customers to make required payments. If the financial
conditions of the customers were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be required in future periods. To
the extent that it is feasible impairment and uncollectibility is determined individually for
each item. In cases where that process is not feasible, a collective evaluation of
impairment is performed. At the end of the reporting year, the trade receivables
carrying amount approximates the fair value and the carrying amounts might change
materially within the next reporting year but these changes would not arise from
assumptions or other sources of estimation uncertainty at the end of the reporting
year. The carrying amount is disclosed in the note on trade and other receivables.
Net Realizable Value of Inventories:
A review is made on inventory for excess inventory and declines in net realizable value
below cost and an allowance is recorded against the inventory balance for any such
A-25
declines. The review requires management to consider the future demand for the
products. In any case the realizable value represents the best estimate of the
recoverable amount and is based on the acceptable evidence available at the end of
the reporting year and inherently involves estimates regarding the future expected
realizable value. The usual considerations for determining the amount of allowance or
write-down include ageing analysis, technical assessment and subsequent events. In
general, such an evaluation process requires significant judgment and materially
affects the carrying amount of inventories at the end of the reporting year. Possible
changes in these estimates could result in revisions to the stated value of the
inventories. The carrying amount of inventories at the end of the reporting year is
disclosed in the note on inventories.
Useful Lives of Property, Plant and Equipment:
The estimates for the useful lives and related depreciation charges for property, plant
and equipment, which includes leasehold land, buildings and site facilities, machinery
and equipment, office furniture and fixtures, motor vehicles and assets not in use, are
based on commercial and other factors which could change significantly as a result of
innovations and in response to market conditions. The depreciation charge is
increased where useful lives are less than previously estimated lives, or the carrying
amounts written off or written down for technically obsolete or assets that have been
abandoned. The carrying amount of the specific asset (or class of assets) at the end of
the reporting year affected by the assumption is US$586,019,000 (2012:
US$515,591,000; 2011: US$342,557,000).
Property, Plant and Equipment:
Property, plant and equipment are stated at carrying value of US$652,745,000 at
December 31, 2013 (2012: US$599,638,000; 2011: US$403,959,000). An assessment
is made for the reporting year whether there is an indication that the asset may be
impaired. If any such indication exists, an estimate is made of the recoverable amount
of the asset. The recoverable amounts of cash-generating units if applicable is
measured based on value-in-use calculations. It is impracticable to disclose the extent
of the possible effects. It is reasonably possible, based on existing knowledge, that
outcomes within the next reporting year that are different from assumptions could
require a material adjustment to the carrying amount of the balances affected.
Income Taxes:
The Group has exposure to income taxes in a number of jurisdictions, including
Indonesia, China, India, Vietnam, Myanmar and Singapore. Significant judgment is
involved in determining the Group-wide provision for income taxes. There are certain
transactions and computations for which the ultimate determination is uncertain during
the ordinary course of business. The administration and enforcement of tax laws and
regulations may be subject to uncertainty and a certain degree of discretion by the tax
authorities in these countries. Although the Group believes the amounts recognized for
income and deferred taxes are adequate, these amounts may be insufficient based on
the respective countries tax authorities interpretation and application of these laws
and regulations and the Group may be required to pay more as a result. It is
impracticable to determine the extent of the possible effects of the above, if any, on the
combined financial statements of the Group. The Group recognizes liabilities for
expected tax issues based on estimates of whether additional taxes will be due. Where
the final tax outcome of these matters is different from the amounts that were initially
recognized, such differences will have an impact on the income tax and deferred tax
provisions in the period in which such determination is made.
A-26
Deferred Income Taxes:

Management judgment is required in determining the provision for income taxes,
deferred tax assets and liabilities and the extent to which deferred tax assets can be
recognized. A deferred tax asset is recognized if it is probable that sufficient taxable
income will be available in the future against which the temporary differences and
unused tax losses can be utilized. Management also considers future taxable income
and tax planning strategies in assessing whether deferred tax assets should be
recognized in order to reflect changed circumstances as well as tax regulations. As a
result, due to their inherent nature, it is likely that deferred tax calculation relates to
complex fact patterns for which assessments of likelihood are judgmental and not
susceptible to precise determination. The amounts of the deferred tax assets and
deferred tax liabilities at the end of the reporting year are disclosed in Note 13.
Pension and Employee Benefits:
The determination of the Groups obligations and cost for pension and employee
benefits liability is dependent on its selection of certain assumptions used by
independent actuaries in calculating such amounts. Those assumptions include among
others, discount rates, expected rates of return of assets, future annual salary
increases, annual employee turnover rates, disability rates, retirement age and
mortality rates. Actual results that differ from the assumptions are recognized
immediately in profit or loss as and when they occur. While the Group believes that its
assumptions are reasonable and appropriate, significant differences in the Groups
actual experience or significant changes in the assumptions may materially affect its
estimated liabilities for pensionable and employee benefits and net employee benefits
expense. The carrying amount of the estimated liabilities for employee benefits at the
end of the reporting year are disclosed in Note 27.
In determining the appropriate discount rate, management considers the Indonesian
Government Securities Yield Curve (risk free) with the year of expected remaining
working period of the employees.
The mortality rate is based on publicly available mortality tables for the specific country
and is modified accordingly with estimates of mortality improvements. Future salary
increases are based on expected future inflation rates for the specific country.
Determination of Functional Currency:
In determining the functional currencies of the entities in the Group, judgment is
required to determine the currency that mainly influences sales prices of goods and
services and of the country whose competitive forces and regulations mainly
determine the sales prices of its goods and services. The functional currencies of each
entity is measured based on managements assessment of the economic environment
in which the entity operates and the entitys process of determining sales price.
Environmental Regulations:
Environmental regulations and social practices in some of the countries the Group
regulations could become more stringent in the future and compliance with them may
involve incurring significant costs. This may consequently have an adverse effect on
the Groups operations. Any failure to comply with the laws and regulations could
subject the Group to further liabilities. It is impracticable to disclose the extent of the
possible effects of the above matters on the combined financial statements of the
Group.
A-27
3.
Related Party Relationships and Transactions

FRS 24 defines a related party as a person or entity that is related to the reporting
entity and it includes (a) A person or a close member of that persons family if that
person: (i) has control or joint control over the reporting entity; (ii) has significant
influence over the reporting entity; or (iii) is a member of the key management
personnel of the reporting entity or of a parent of the reporting entity. (b) An entity is
related to the reporting entity if any of the following conditions apply: (i) The entity and
the reporting entity are members of the same group. (ii) One entity is an associate or
joint venture of the other entity. (iii) Both entities are joint ventures of the same third
party. (iv) One entity is a joint venture of a third entity and the other entity is an
associate of the third entity. (v) The entity is a post-employment benefit plan for the
benefit of employees of either the reporting entity or an entity related to the reporting
entity. (vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member
of the key management personnel of the entity (or of a parent of the entity).
3.1
Related companies:
The Company is a subsidiary of Rangi Management Limited, incorporated in the British
Virgin Islands. The Companys ultimate parent company is Fusion Investment Holdings
Limited, incorporated in the British Virgin Islands.
There are transactions and arrangements between the reporting entity and members
of the Group and the effects 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 unless stated otherwise. For any
non-current balances and financial guarantees no interest or charge is imposed unless
stated otherwise.
Intragroup transactions and balances that have been eliminated in these combined
financial statements are not disclosed as related party transactions and balances
below.
3.2
Related parties other than related companies:

There are transactions and arrangements between the reporting entity and related
parties and the effects of these on the basis determined between the parties are
without fixed repayment terms and interest unless stated otherwise. For any noncurrent balances and financial guarantees no interest or charge is imposed unless
stated otherwise.
Significant related party transactions:
In addition to the transactions and balances disclosed elsewhere in the notes to the
financial statements, this item includes the following:
Other related parties
2011
2012
2013
US$000
US$000
US$000
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- (1,900) (2,453)
Purchases of goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,038
7,461
6,513
Sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (740)
Rendering of services expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,524
9,577 13,027
Rental of premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,985
1,902
1,460
Rental of boat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
592
626
454
Construction of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . 10,806 28,053 13,823
A-28
The related parties are companies associated with the Executive Deputy Chairman,
Mr Handojo Santosa. The transactions were made at prevailing market rates or
conducted on an arms length basis and on substantially the same terms for similar
transactions with unrelated third parties.
3.3
Key management compensation:

2011
2012
2013
US$000
US$000
US$000
Salaries and other short-term employee benefits . . . . . . . . . . . . . . . . . . . . . . . . 37,476
51,168
53,216
The above amounts are included under employee benefits expense. Included in the
above amounts are the following items:
Remuneration of directors and commissioners of the Group . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
7,627
16,791
17,463
Key management personnel of the Group are directors and those persons having
authority and responsibility for planning, directing and controlling the activities of the
Group, directly or indirectly. The above amounts for key management compensation
are for all directors and commissioners.
3.4
Other receivables and payables to related parties:

The trade transactions and the trade receivables and payables balances arising from
sales and purchases of goods and services are disclosed elsewhere in the notes to the
financial statements.
4.
Financial Information by Operating Segments
4A.
Information about Reportable Segment Profit or Loss, Assets and Liabilities

Disclosure of information about operating segments, products and services, the
geographical areas, and the major customers are made as required by FRS 108
Operating Segments. This disclosure standard has no impact on the reported results
or financial position of the Group.
For management purposes the Group is organized into the following major strategic
operating segments that offer different products and services: (1) animal protein,
(2) dairy and (3) consumer foods. Such a structural organization is determined by the
nature of risks and returns associated with each business segment and defines the
management structure as well as the internal reporting system. It represents the basis
on which the management reports the primary segment information. They are
managed separately because each business requires different strategies.
The segments and the types of products and services are as follows:
The animal protein segment includes production of multiple high-quality animal
proteins, including poultry, swine, beef and aquaculture, as well as high-quality animal
feed, across the Groups target markets.
The dairy segment includes production of premium raw milk in China and Indonesia
and premium downstream milk products such as premium fresh milk, premium UHT
milk and premium cheeses to consumers in Indonesia and other countries in Asia.
The consumer food segment uses the animal protein products that are produced inhouse as raw materials for downstream consumer food segment.
A-29
Inter-segment sales are measured on the basis that the entity actually used to price
the transfers. Internal transfer pricing policies of the Group are as far as practicable
based on market prices. The accounting policies of the operating segments are the
same as those described in the summary of significant accounting policies.
The management reporting system evaluates performance based on operating profit
or loss and is measured in the same way as operating profit or loss in the combined
The following tables illustrate the information about the reportable segment profit or
loss, and assets and liabilities.
4B.
Profit or Loss from Continuing Operations and Reconciliations

Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
38,441
38,441
228,800 2,029,755
228,800 2,029,755
2011
Revenue by Segment
Total revenue by segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,762,514
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,762,514
Segment results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152,248
8,283
2,100
(38,766) (1,342)
(29,171) (3,189)
(472)
(20)
85,939
3,732
(29,026) (1,503)
56,913
2,229
A-30
188,744
3,073
(41,936)
(34,970)
(553)
114,358
(34,867)
79,491
Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
72,107
72,107
239,424 2,321,801
239,424 2,321,801
2012
Revenue by Segment
Total revenue by segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,010,270
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,010,270
Segment results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,213
973
(1,828)
(2,610)
(61)
24,687
(4,338)
20,349
209,630 18,119
4,788
(50,993) (2,821)
(34,391) (3,891)
(456)
(57)
128,578 11,350
(32,604) (1,545)
95,974
9,805
15,044
1,090
(3,024)
(4,122)
(109)
8,879
(4,222)
4,657
242,793
5,878
(56,838)
(42,404)
(622)
148,807
(38,371)
110,436
Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
2013
Revenue by Segment
Total revenue by segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,347,236 122,496
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,347,236 122,496
Segment results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4C.
183,350
2,250
(58,823)
(41,923)
(1,035)
83,819
(29,456)
54,363
39,195
2
(5,305)
(6,704)
(157)
27,031
(1,221)
25,810
10,981
641
(2,715)
(4,836)
(105)
3,966
(2,713)
1,253
233,526
2,893
(66,843)
(53,463)
(1,297)
114,816
(33,390)
81,426
Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
Assets and Reconciliations
2011
Segment assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 892,535 173,807
Unallocated assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,793
332
Total Group assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 930,328 174,139
113,175 1,179,517
2,775
40,900
115,950 1,220,417
Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
2012
Segment assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,271,290 253,953
Unallocated assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,383
304
Total Group assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,319,673 254,257
122,690 1,647,933
4,585
53,272
127,275 1,701,205
Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
2013
Segment assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,439,748 358,228
40,602
158
4D.
227,599 2,697,331
227,599 2,697,331
119,596 1,917,572
5,272
46,032
124,868 1,963,604
Liabilities and Reconciliations

Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
137,084
6,663
143,747
704,797
19,426
724,223
2011
Segment liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 506,440
Unallocated liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,955
Total Group liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 515,395
A-31
61,273
3,808
65,081
Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
2012
Segment liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 835,100
96,367
Unallocated liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,135
4,599
Total Group liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 852,235 100,966
Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
2013
Segment liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 976,194 119,886
Unallocated liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,867
3,228
Total Group liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 992,061 123,114
4E.
146,207 1,077,674
1,941
23,675
148,148 1,101,349
150,451 1,246,531
1,045
20,140
151,496 1,266,671
Other Material Items and Reconciliations

Animal
Protein
Dairy
Consumer
Food
Group
$000
$000
$000
$000
Capital expenditure:
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,976 24,678
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154,759 32,016
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154,592 42,150
12,748 150,402
14,200 200,975
15,412 212,154
There are no customers with revenue transactions of over 10% of the Group revenue
in 2011, 2012 and 2013.
4F.
Geographical Information
2011
Revenue
2012
2013
US$000
US$000
US$000
Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,921,973 2,107,818 2,210,300

Vietnam . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71,583
289,014
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,239
43,161
93,738
India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71,102
73,843
78,465
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,841
11,813
13,267
Subtotal for all foreign countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,016,155 2,308,218 2,684,784
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,600
13,583
12,547
Total continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,029,755 2,321,801 2,697,331
Revenues are attributed to countries on the basis of the customers location,

irrespective of the origin of the goods and services.
2011
Non-Current Assets
2012
2013
US$000
US$000
US$000
Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vietnam . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
384,925
5,664
97,334
12,093
26
496,531
87,797
167,022
13,628
14
523,719
98,921
266,055
13,379
52
Subtotal for all foreign countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
500,042
13,962
514,004
764,992
15,525
780,517
902,126
10,647
912,773
A-32
The non-current assets are analyzed by the geographical area in which the assets are
located. The non-current assets exclude any deferred tax assets.
5.
Revenue
2011
2012
2013
US$000
US$000
US$000
Animal protein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,762,514 2,010,270 2,347,236

Dairy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38,441
72,107
122,496
Consumer food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228,800
239,424
227,599
Total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,029,755 2,321,801 2,697,331
6.
Cost of Sales
The major components include the following:
2011
2012
2013
US$000
US$000
US$000
Raw materials used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,344,746 1,508,001 1,800,897

Manufacturing overheads . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,290
142,815
167,023
Amortization of breeding chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52,003
59,827
57,433
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,289
29,305
41,694
7.
Interest Income
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.
2011
2012
2013
US$000
US$000
US$000
3,073
5,878
2,893
Other Credits and (Other Charges)

2011
2012
2013
US$000
US$000
US$000
Allowance for impairment on trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . (811)

(182)
(60)
Impairment allowance on investment properties (Note 16) . . . . . . . . . . . . (1,240)
Gain on disposal of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . 7,656
3,006
483
Rental income from investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
56
35
Other rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
246
374
19
Increase/ (decrease) in fair value of financial assets (Note 23) . . . . . . . 1,753 (3,648) (1,287)
Loss on disposal of investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (208)
Write-off of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,108)
(239)
(133)
Write-off of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (413)
Bad debts written off trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(154)
(37)
Negative goodwill on acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . .
389
Insurance reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
160
1,067
559
Scrap sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
2,087
1,759
Loss on disposal of investment in subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(586)
Inventories written down . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(123)
Impairment allowance on plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . .
(380)
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15)
335
595
Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,116
3,091
844
Presented in profit or loss as:

Other Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,911
7,314
3,450
Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,795) (4,223) (2,606)
Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,116
3,091
844
A-33
9.

10.
2011
2012
2013
US$000
US$000
US$000
Advertising and promotion expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,333

Employee benefits expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,342
Freight charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,971
27,004
16,480
15,304
31,624
19,352
17,443
2011
2012
2013
US$000
US$000
US$000
Employee benefits expense and related payroll costs . . . . . . . . . . . . . . . . . 91,390

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,910
11.
12.
99,815 106,701
10,993
9,072
Finance Costs
2011
2012
2013
US$000
US$000
US$000
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,936
56,838
66,843
Employee Benefits Expense

2011
2012
2013
US$000
US$000
US$000
Employee benefits expense including directors:

Employee benefits expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,558 136,956 164,857
Defined benefits post employment expenses (Note 27A) . . . . . . . . . . 10,316
12,432
11,138
Total employee benefits expense included in cost of sales,
marketing and distribution costs and administrative
expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131,874 149,388 175,995
13.
Income Tax
13A. Components of tax expense (income) recognized in profit or loss include:
Current tax expense:

Current tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax expense:
Deferred tax expense/ (income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total income tax expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-34
2011
2012
2013
US$000
US$000
US$000
32,300
32,300
41,435
41,435
32,844
32,844
2,567
2,567
34,867
(3,064)
(3,064)
38,371
546
546
33,390
The income tax in profit or loss varied from the amount of income tax amount
determined by applying the Singapore income tax rate of 17% to profit or loss before
income tax as a result of the following differences:
2011
2012
2013
US$000
US$000
US$000
Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,358 148,807 114,816

Income tax expense at the above rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,440
(Not liable to tax)/ Not deductible items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,150)
Effect of different tax rates in different countries . . . . . . . . . . . . . . . . . . . .
8,280
Deferred tax assets not recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,710
Withholding tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,040
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
547
Total tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,867
25,300
4,470
4,200
3,820
970
(389)
38,371
19,520
11,260
2,610
(950)
1,250
(300)
33,390
Effective rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25.8%
29.1%
30.5%
There are no income tax consequences of dividends to owners of the Company.

The amount of income tax payable outstanding at the end of each reporting year was
US$8,475,000 (2012: US$13,426,000; 2011: US$10,808,000). Such an amount is net
of tax advances, which, according to the tax rules, was paid before the end of each
reporting year.
13B. Deferred tax expense (income) recognized in profit or loss includes:
2011
2012
2013
US$000
US$000
US$000
Excess of net book value of plant and equipment over tax values . . . . (1,104)
(938)
1,172
Fair value of biological assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
214
2,038
2,370
Losses of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(282) (1,200)
Provision for employee obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (223) (4,436) (1,400)
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,680
554
(396)
Total deferred tax expense (income) recognized in profit or loss . . . . . 2,567 (3,064)
546
13C. Deferred tax (liabilities) assets arising from acquisition of subsidiaries:

2011
2012
2013
US$000
US$000
US$000
Excess of net book value of plant and equipment over tax values . . . . (3,534)
Provision for employee obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,079
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,293
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,162)
140
66
206
(26)
(26)
13D. Deferred tax (income) expense recognized in other comprehensive income

includes:
2011
2012
2013
US$000
US$000
US$000
Remeasurement of the net defined benefits plan . . . . . . . . . . . . . . . . . . . . . . . (1,800)

Exchange differences on translating foreign operations . . . . . . . . . . . . . . . . (363)
Total deferred income tax (income) expense recognized in other
comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,163)
(2,067)
291
1,979
2,434
(1,776)
4,413
A-35
13E.
Deferred tax balance in the statement of financial position:

2011
2012
2013
US$000
US$000
US$000
(1,978)
(4,135)
397
14,155
98
8,537
(2,754)
(6,505)
1,663
10,434
714
3,552
Deferred tax assets (liabilities) are as follows:

Excess of net book value of plant and equipment over tax
values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,697)
Fair value of biological assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,097)
Losses of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for employee obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,973
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
312
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,491
Presented in the statement of financial position as follows:

Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,109
18,787
15,215
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,618) (10,250) (11,663)
3,491
8,537
3,552
It is impracticable to estimate the amount expected to be settled or used within one

year.
A deferred tax asset of approximately US$10,572,000 (2012: US$7,752,000; 2011:
US$5,592,000) in respect of unused tax losses and unutilized tax incentives has not
been recognized as the future profit streams are not probable. The realization of the
future income tax benefits from unused tax losses and unutilized tax incentives is
available for an unlimited future period subject to the conditions imposed by law
including the retention of majority shareholders as defined.
A deferred tax liability of approximately US$21,362,000 (2012: US$21,686,000; 2011:
US$12,351,200) has not been recognized for taxes that would be payable on the
undistributed earnings of the Groups foreign subsidiaries as the Group has
determined that these undistributed earnings will not be distributed in the foreseeable
future.
14.
Earnings per Share

The following table illustrates the numerators and denominators used to calculate
basic and diluted earnings per share of no par value:
Numerators: earnings attributable to equity:

Continuing operations: attributable to equity holders . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
44,495
53,257
41,785
2011
2012
2013
000
000
000
Denominators: weighted average number of equity

shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,479,471 1,479,471 1,479,471
The weighted average number of equity shares refers to shares in circulation as of the
Latest Practicable Date.
There is no dilution of earnings per share as there are presently no dilutive shares
outstanding as at the end of the reporting year. The denominators used are the same
as those detailed above for both basic and diluted earnings per share.
A-36
A-37
15.
US$000
US$000
US$000
Buildings
& site
facilities
577 130,785
20,707
19,925
(5,289)
26,952
(88)
(2,580)
489 190,500
21,463
27,655
(2,251)
40,568
(17)
(7,399)
472 270,536
450
14,166
66
804
(928)
69,853
(2,841)
(54) (55,476)
934 296,114
Freehold
land
Leasehold
land
Group
At cost:
At January 1, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,409
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,951
Arising from acquisition of subsidiaries . . . . . . . . . . . . . . . . . . .
7,143
Disposals/ Write-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,428)
Reclassifications* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,452
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,109)
At December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,418
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,007
3,515
Disposals/ Write-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,321)
Reclassifications* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
234
At December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,049
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,111
Disposals/ Write-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(18)
Reclassifications* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15)
Transfer to asset held for sale (Note 20) . . . . . . . . . . . . . . . . .
At December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,045
US$000
Office
furniture
& fixtures
178,036
35,556
19,449
9,877
2,275
2,951
(7,388)
(1,430)
25,940
1,252
(3,658)
(811)
214,654
47,395
16,206
12,382
21,294
1,214
(3,299)
(1,858)
47,406
1,924
(11,446)
(2,335)
284,815
58,722
20,319
9,797
448
2
(3,413)
(1,158)
53,091
251
(49,074) (11,550)
306,186
56,064
US$000
Machinery
&
equipment
US$000
Motor
vehicles
37,466
27,774
78,229
7,154
465
10,751
(1,709)
(1,622)
(52,942)
525
(596)
(473)
60,913
44,109
110,511
9,582
8,127
4,616
(1,169)
(1,353)
(92,263)
4,438
(2,544)
(1,978)
83,575
59,414
121,109
6,176
49
(936)
(126,268)
3,584
(12,624) (10,374)
65,792
57,913
US$000
Construction
in progress
US$000
Total
4,819
476,422
150,367
43,510
(3,094)
(22,960)
17,179
(80)
(9,395)
1,645
655,123
824
200,975
22
66,443
(2)
(11,253)
(1,165)
1,142
(84)
(30,607)
1,240
881,823
212,128
1,369
(157)
(6,610)
(71)
425
(2,841)
(261) (164,495)
751
921,799
US$000
Assets
not in use
A-38
934
72,612
98,902
At December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116,436
472
40,428
Net book value:

At January 1, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
230,925
203,899
132,531
85,060
65,189
45,725
8,434
5,876
(2,170)
1,414
(1,310)
57,969
10,035
2,635
(1,167)
223
(3,058)
66,637
13,880
210
380
(1,165)
92
(638)
(14,207)
US$000
Buildings
& site
facilities
186,359
157,530
100,312
71,887
119,827
106,149
13,431
1,762
(4,792)
887
(3,095)
114,342
16,622
4,482
(2,952)
886
(6,095)
127,285
21,156
367
(2,019)
23
(26,985)
US$000
Machinery
&
equipment
24,551
25,747
18,337
12,837
31,513
22,719
5,552
2,330
(910)
83
(716)
29,058
6,664
490
(1,741)
133
(1,629)
32,975
7,674
1
(883)
(77)
(8,177)
US$000
Office
furniture
& fixtures
Included in the reclassifications are certain assets reclassified from investment properties (Note 16) and other assets (Note 19).
489
577
21,609
At December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,981
2,562
11
(917)
616
(447)
22,806
2,437
188
(244)
194
(1,234)
24,147
2,862
(1)
(5,399)
US$000
US$000
Group
Accumulated depreciation:
At January 1, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Arising from acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . . .
Disposals/ Write-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassifications* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer to asset held for sale (Note 20) . . . . . . . . . . . . . . . . . . . .
Freehold
land
Leasehold
land
65,792
83,575
60,913
37,466
US$000
Construction
in progress
27,064
28,389
18,455
11,969
30,849
15,805
4,799
6,828
(1,302)
(476)
25,654
6,412
1,514
(1,138)
(2)
(1,415)
31,025
7,682
29
(736)
(6)
(7,145)
US$000
Motor
vehicles
US$000
Total
684
1,124
310
375
67
652,745
599,638
403,959
260,599
269,054
4,444 215,823
34,778
16,807
(3,035) (13,126)
3,000
(74)
(6,118)
1,335 251,164
42,170
9,309
(7,242)
(1,150)
284
(69) (13,500)
116 282,185
53,254
607
380
(4,804)
(23)
9
(638)
(26) (61,939)
US$000
Assets
not in use
Certain items of property, plant and equipment are pledged as security for banking
facilities (Note 28A).
Certain lands are held in trust by employees of the Group.
Certain items are under finance lease agreements (see Note 28B).
The depreciation expense is charged as follows:
16.
2011
2012
2013
US$000
US$000
US$000
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,289

Marketing and distribution costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,579
Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,910
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,778
29,305
1,872
10,993
42,170
41,694
2,488
9,072
53,254
2011
2012
2013
US$000
US$000
US$000
Investment Properties
At cost:
At beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,850
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (575)
Reclassifications to property, plant and equipment . . . . . . . . . . . . . . . . . . . . . (2,326)
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (212)
9,772
8,609
26
(659)
(13)
(504) (1,812)
At end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,772

Accumulated depreciation and impairment:
At beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,684
Depreciation for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
192
Impairment loss (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,240
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (299)
Reclassifications to property, plant and equipment . . . . . . . . . . . . . . . . . . . . . (1,683)
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (124)
At end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,010
Net book value:
At January 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,166
6,010
5,514
234
209
(415)
(315) (1,188)
5,514
4,535
3,762
3,095
At December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,762
3,095
2,275
2011
2012
2013
US$000
US$000
US$000
74
1,432
56
234
35
263
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Direct operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,609
6,810
The depreciation expense is charged as administrative expenses.

Investment properties are carried at cost less accumulated depreciation at the
statement of financial position date. The fair value of investment properties was not
determined as it is not significantly different from the carrying value.
17.
Intangible Assets
Goodwill (Note 17A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other intangible assets (Note 17B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-39
2011
2012
2013
US$000
US$000
US$000
7,658
2,172
9,830
7,262
3,189
10,451
6,549
3,507
10,056
17A. Goodwill
Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Arising from acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
7,658
7,658
7,658
7,262
814
(396) (1,527)
7,262
6,549
Goodwill is allocated to cash-generating units for the purpose of impairment testing.

Each of those cash-generating units represents the Groups investment by each
primary reporting segment as follows:2011
Name of subsidiary:
PT Ciomas Adisatwa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Central India Poultry Breeders Private Limited . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Animal Protein
2012
2013
US$000
US$000
US$000
7,658
7,658
7,262
7,262
5,735
814
6,549
The goodwill was tested for impairment at the end of the reporting year. An impairment
loss is the amount by which the carrying amount of an asset or a cash-generating unit
exceeds its recoverable amount. The recoverable amount of an asset or a cashgenerating unit (CGU) is the higher of its fair value less costs to sell or its value in
use. The recoverable amounts of cash-generating units have been determined based
on the value in use method as appropriate. The value in use is measured by
management. The value in use is a recurring fair value measurement (Level 3). The
quantitative information and key assumptions about the value in use measurement
using significant unobservable inputs for cash generating unit are consistent with those
used for the measurement last performed and is analyzed as follows:
2011
2012
2013
PT Ciomas Adisatwa
Valuation technique and unobservable inputs
Discounted cash flow method:
1. Estimated discount rates using pre-tax rates that reflect
current market assessments at the risks specific to the
CGUs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2. Cash flow forecasts derived from the most recent financial
budgets and plans approved by management. . . . . . . . . . . . . . . . . . . .
11%
13%
12%
5 years
5 years
5 years
Relationship of unobservable inputs to value in use:

Discount rate the higher the discount rate, the lower the value in use.
Sensitivity analysis:
The effect of a change in the discount rate in determining the value in use will not have
a significant impact on pre-tax profit.
A-40
17B. Other Intangible Assets

Customer
relationships
Formula
and
technology
Noncompete
fees
Computer
software
Total
US$000
US$000
US$000
US$000
US$000
At cost:
At January 1, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . .
At December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated amortization:
At January 1, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization for the year . . . . . . . . . . . . . . . . . . . . . .
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . .
Net book value:
At January 1, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,110
(15)
3,095
180
3,275
(112)
3,163
164
(161)
(3)
-
674
(662)
(12)
214
214
73
61
6
140
1,527
1,667
1,732
(303)
3,096
4,021
61
(823)
(24)
3,235
1,527
180
4,942
1,946
(415)
6,473
518
533
(19)
1,032
536
70
1,638
533
(62)
2,109
109
(108)
(1)
-
307
(302)
(5)
214
214
10
20
1
31
86
(2)
115
550
(22)
643
944
553
(410)
(24)
1,063
622
68
1,753
1,297
(84)
2,966
2,592
55
367
63
3,077
At December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . .
2,063
109
2,172
At December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . .
1,637
1,552
3,189
At December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . .
1,054
2,453
3,507
The amortization expense is charged as administrative expenses.

18.
Biological Assets
Breeding chickens (Note 18A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Breeding cattle (Note 18B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Breeding swine (Note 18C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dairy cows (Note 18D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Presented as:
Biological assets, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Biological assets, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-41
2011
2012
2013
US$000
US$000
US$000
43,748
47,761
48,504
16,475
20,157
37,039
21,602
26,334
65,780 117,400 174,314
247
231
191
126,250 207,151 286,382
43,748
47,761
48,504
82,502 159,390 237,878
126,250 207,151 286,382
18A. Breeding Chickens:

2011
2012
2013
US$000
US$000
US$000
Productive breeding chickens:

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,491
24,047
27,661
Arising from acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,430
Reclassification from unproductive breeding chickens . . . . . . . . . . . . . 53,661
60,793
56,646
Sales/ mortality of chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(949)
(1,276)
Amortization for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (52,003) (59,827) (57,433)
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,898
167
1,784
Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,047
27,661
27,382
Unproductive breeding chickens:
Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,457
19,701
20,100
2,117
Growing costs for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,947
59,527
59,801
Purchase of growing chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
646
935
1,956
Sales/ mortality of chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,094)
(179)
Reclassification to productive breeding chickens . . . . . . . . . . . . . . . . . . . (53,661) (60,793) (56,646)
312
707
(3,910)
Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,701
20,100
21,122
Total breeding chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,748
47,761
48,504
18B. Breeding Cattle:
Productive breeding cattle:

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Growing costs for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification from unproductive breeding cattle . . . . . . . . . . . . . . . . .
Reclassification from parent to calves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in fair value less estimated point of sale costs . . . . . . . . . . .
Sales/ mortality of cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unproductive breeding cattle:
Purchase of breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification to productive breeding cattle . . . . . . . . . . . . . . . . . . . . . . .
Reclassification from parent to calves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales/ mortality of cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-42
2011
2012
2013
US$000
US$000
US$000
10,632
6,202
1,341
1,863
(4,236)
870
(4,732)
(168)
11,772
11,772
5,880
4,437
7,237
(6,661)
2,018
(6,548)
(546)
17,589
17,589
5,033
12,499
2,743
(3,462)
6,027
(7,138)
(2,975)
30,316
2,418
2,880
(1,863)
4,236
(2,929)
(39)
4,703
16,475
4,703
2,263
(7,237)
6,661
(3,579)
(243)
2,568
20,157
2,568
1,962
3,689
(2,743)
3,462
(1,675)
(540)
6,723
37,039
18C. Breeding Swine:
Productive breeding swine:

Purchase of swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification from unproductive breeding swine . . . . . . . . . . . . . . . .
Increase/ (Decrease) in fair value less estimated point of sale
costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales/ mortality of swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification to inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unproductive breeding swine:
Purchase of swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification to productive breeding swine . . . . . . . . . . . . . . . . . . . . . .
Sales/ mortality of swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total breeding swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
12,271
3,164
1,418
129
17,169
25,567
18
7,164
1,180
(5,094)
(726)
(5,070)
(267)
(184)
- (13,639)
17,169
25,931
1,049
890
3,039
(129)
(394)
(22)
4,433
21,602
4,433
1,192
4,023
(7,164)
(1,999)
(68)
(14)
403
26,334
The amortization expenses of productive breeding chickens are charged as cost of

sales.
In general, the productive lives of the breeding chickens are approximately a year.
Therefore, the fair value of the biological assets is regarded to approximate the
carrying amount of biological assets stated at cost less accumulated amortization and
impairment losses.
Breeding livestock are pledged as security for the bank facilities (Note 28A).
18D. Dairy Cows
A.
Nature of Activities
The quantity of dairy cows owned by the Group at end of the reporting period is shown
below:
2011
2012
2013
Head
Head
Head
Dairy cows
Milkable cows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,998 13,768 19,658
Heifers and calves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,245 19,160 26,714
18,243 32,928 46,372
The Group is exposed to fair value risks arising from changes in price of the dairy
products. The Group does not anticipate that the price of the dairy products will decline
significantly in the foreseeable future and management is of the view that there is no
available cost effective derivative or other contracts which the Group can enter into to
manage the risk of a decline in the price of the dairy products.
A-43
In general, the heifers are inseminated with semen when heifers reach an age of
approximately 14 months old. After an approximately 9 month pregnancy term, a calf is
born and the dairy cow begins to produce raw milk and the lactation period begins.
B.
Value of Dairy Cows
The value of dairy cows at end of the reporting period was:
Milkable Cows
Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales/ mortality of cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification of heifers and calves from unproductive cows . . . .
Depletion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase/ (Decrease) in fair value less estimated point of sale
costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Heifers and Calves
Purchase of heifers and calves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Growing costs for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales/ mortality of cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification to productive milkable cows . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in fair value less estimated point of sale costs . . . . . . . . . . . .
Total dairy cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
17,713
(1,415)
9,408
(829)
29,961
641
(1,606)
36,099
(744)
61,027
(4,554)
39,927
(560)
4,741
343
29,961
(2,685)
(639)
61,027
1,848
(937)
96,751
7,895
35,819
56,373
25,972
29,947
21,102
10,097
22,650
37,158
(1,230)
(1,861)
(1,484)
(9,408) (36,099) (39,927)
1,873
6,114
3,492
620
(197)
849
35,819
56,373
77,563
65,780 117,400 174,314
The principal valuation assumptions adopted in applying the discounted cash flow
approach are as follows:
Culling Rate
Determined based on the estimated culling rate of the

biological assets in the forecasted years due to natural or
unnatural factors;
Natural Birth Rate
Determined based on the estimated natural birth rate of the

biological assets in the forecasted years;
Discount Rate
Represents the pre-tax discount rate related to the specific

risks of the relevant assets group;
Inflation Rate of the Materials
Determined based on the estimated inflation index in the

raw materials sourcing locations in the forecasted years.
The amounts of the Culling Rates, Natural Birth Rates, Discount Rates and Inflation
Rates of the raw materials are in line with the public information.
Certain dairy cows are pledged as security for general banking facilities granted to the
Group (Note 28A).
A-44
The increase/ (decrease) in fair value less estimated point of sale costs for biological
assets are as follows:
Breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Breeding swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dairy cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18E.
2011
2012
2013
US$000
US$000
US$000
870
6,614
7,484
2,018
6,027
1,180 (5,094)
3,429
5,340
6,627
6,273
Fair Value Measurement Recognized in the Statement of Financial Position

#A
Fair value hierarchy
Biological assets measured at fair value and their categorization in the fair value
hierarchy are as follows:
Level
Breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Breeding swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Heifers and calves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Milkable cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
2
2
3
2011
2012
2013
US$000
US$000
US$000
16,475
20,157
37,039
21,602
26,334
35,819
56,373
77,563
29,961
61,027
96,751
82,255 159,159 237,687
Breeding cattle, breeding swine, and heifers and calves:

The Groups breeding cattle, breeding swine, and heifers and calves were
independently valued by Jones Lang LaSalle Sallmanns Limited (Sallmanns), a firm
of independent qualified professional valuers not connected with the Group, who have
appropriate qualifications and recent experiences in valuation of biological assets. The
fair value less costs to sell the breeding swine and cattle and heifers and calves are
determined with reference to the market-determined prices of items with similar age,
breed and genetic merit, if the market-determined prices are available.
Milkable cows:
The Groups milkable cows were independently valued by Jones Lang LaSalle
Sallmanns Limited (Sallmanns), a firm of independent qualified professional valuers
not connected with the Group, who have appropriate qualifications and recent
experiences in valuation of biological assets. Due to the fact that the marketdetermined prices of milkable cows are not available, Sallmanns has applied the
discounted cash flow approach to calculate the fair value less costs to sell these items.
#B
Level 2 fair value measurements
For fair value measurements categorized within Level 2 of the fair value hierarchy, a
description of the valuation techniques and the significant other observable inputs
used in the fair value measurement are as follows:
Description
Breeding cattle, breeding swine,

and heifers and calves
Valuation techniques
Market comparable approach
A-45
Observable inputs
Market-determined price
#C
description of the valuation techniques and information about the significant
unobservable inputs used in the fair value measurement are as follows:
Description
Fair Value
Valuation
techniques
Significant
unobservable
inputs
Range
US$000
Recurring fair value

measurements
December 31, 2011:
Milkable Cows . . . . . . . . . . . . .
29,961 Income approach
Culling rate
10% to 100%
depending on lactation
period
December 31, 2012

Milkable Cows . . . . . . . . . . . . .
Culling rate
10% to 100%
period
December 31, 2013

Milkable Cows . . . . . . . . . . . . .
Culling rate
10% to 100%
period
Relationship of significant unobservable inputs to fair value:

Culling rate A significant increase or decrease in the culling rate based on
managements assumptions would result in a significantly lower or higher fair value
measurement.
19.
Other Assets
2011
2012
2013
US$000
US$000
US$000
Current:
Advances* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,117
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,711
Prepaid taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,134
47,962
37,688
7,416
27,223
72,327
45,928
9,414
24,268
79,610
916
2,438
797
495
3,297
7,943
570
2,312
249
6,688
9,819
Non-current:
Deposits to secure services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land use rights (Note 19A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepayment for purchase of biological assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
972
2,326
1,435
8,916
302
13,951
In 2011, there was an amount of US$13,536,000 transferred to property, plant and equipment.
A-46
19A. Land Use Rights
Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassifications to property, plant and equipment. . . . . . . . . . . . . . . . . . . . . .
Amortization for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
1,162
516
(234)
(9)
1,435
1,435
193
(614)
(163)
(54)
797
797
47
(403)
(28)
(164)
249
The land use rights refer to land owned by third parties rented by the Group for its
container yard business in Indonesia. These rights are amortized over the period of the
lease term on the straight line method. The land use rights expire in 2014 to 2018 and
are not transferable.
20.
Asset Held for Sale Under FRS 105

On November 13, 2013, the Group entered into an agreement for the sale of its
leasehold building at 3 Kallang Junction, Singapore 339265. This property, which was
erected on a piece of land of JTC Corporation, requires approval from JTC Corporation
on the transfer of the land lease. The approval was obtained on April 10, 2014.
As at December 31, 2013, the leasehold building of US$2,202,543 has been
presented in the statement of financial position as Asset held for sale. The sale of the
leasehold building is expected to be completed in July 2014.
This property was pledged to a bank as security for the Groups bank borrowings.
21.
Inventories
2011
2012
2013
US$000
US$000
US$000
Finished goods and goods for resale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,635

84,652 116,875
Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,975
45,290
42,052
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,704 325,070 350,169
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,855
31,859
33,914
332,169 486,871 543,010
Inventories are stated after allowance
Movements in allowance:
237
Charge to profit or loss included in cost of sales and other
charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,189
Used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,070)
(85)
271
271
1,593
(1,809)
(55)
-
146
(17)
129
The amount of inventories is included in cost of sales.

Certain inventories are pledged as security for the bank facilities (Note 28A).
A-47
22.
Trade and Other Receivables

2011
2012
2013
US$000
US$000
US$000
Trade receivables:
Third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,908 125,029 127,425
Related parties (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159
Less: allowance for impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(268)
(373)
(524)
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,640 124,656 127,060
Other receivables:
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,238
8,884
7,504
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,238
8,884
7,504
Total trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,878 133,540 134,564
Movements in above allowance:
Additions through business combination . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charged for trade receivables to profit or loss included in other
charges and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bad debts written off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
256
15
268
(6)
373
69
903
(887)
(19)
268
196
(68)
(17)
373
188
(36)
(70)
524
Certain trade receivables are pledged as security for the bank facilities (Note 28A).
23.
Other Financial Assets
Balance is made up of:

#A. Investments at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . . .
#B. Held-to-maturity investments at amortized cost . . . . . . . . . . . . . . . . . . . . .
#C. Unquoted investments at cost less allowance for impairment . . . . .
2011
2012
2013
US$000
US$000
US$000
6,575
570
7,145
3,243
209
603
4,055
1,905
245
539
2,689
2011
2012
2013
US$000
US$000
US$000
23A. Movements in Other Financial Assets

#A.
Investments at Fair Value Through Profit or Loss
Movement during the year:

Fair value at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase/ (Decrease) in fair value through profit or loss (Note 8) . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,898
6,575
3,243
1,753 (3,648) (1,287)
(76)
316
(51)
6,575
3,243
1,905
The fair value of these securities approximates to current prices in an active market.
#B.
Held-to-Maturity Investments at Amortized Cost:
Movement during the year at amortized cost:

Amortized cost at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortized cost at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-48
2011
2012
2013
US$000
US$000
US$000
209
209
209
82
(46)
245
#C.
Unquoted Investments at Cost Less Allowance for Impairment:

2011
2012
2013
US$000
US$000
US$000
Movement during the year:

Unquoted equity shares at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
573
(3)
570
33
603
(64)
Amortized cost at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
570
603
539
23B. Disclosures relating to investments

The information gives a summary of the significant sector concentrations within the
investment portfolio including Level 1, 2 and 3 securities:
#A.
Investments at Fair Value Through Profit or Loss:

Level
A. Quoted equity shares:

Commodities industry
Sri Lanka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total # A. Investments at FVTPL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
#B.
2012
2013
US$000
US$000
US$000
6,575
6,575
3,243
3,243
1,905
1,905
2011
2012
2013
US$000
US$000
US$000
209
245
209
245

Level
B. Held-to-maturity investments:
Medium term notes in corporations with fixed interest at
12.5%, Indonesia at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total # B. Held-to-Maturity Investments at Amortized
Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
#C.
2011
Unquoted Investments at Cost Less Allowance for Impairment

Level
C. Unquoted investments at cost less allowance for

impairment
Unquoted equity shares, Singapore . . . . . . . . . . . . . . . . . . . . . . . . . .
Total # C. Investments at Cost Less Allowance for
Impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
570
603
539
570
603
539
These are investments in equity shares or similar instruments. Such instruments are
exposed to both currency risk and market price risk arising from uncertainties about
future values of the investment securities. Sensitivity analysis: The effect on pre-tax
profit is not expected to be significant.
23C. Fair value of financial instruments stated at amortized cost in the statement of
financial position
# B Held-to-maturity investments at amortized cost shown above are

stated at cost. The fair values are:
Medium term notes in corporations with fixed interest at 12.5% . . . . . . .
Fair value at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-49
2011
2012
2013
US$000
US$000
US$000
209
209
245
245
The fair value is a reasonable approximation of the carrying amount due to their short
term nature.
A summary of the maturity dates as at the end of reporting year is as follows:
2011
2012
2013
US$000
US$000
US$000
209
209
245
245
Within 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total # B. Held-to-Maturity Investments at Amortized Cost . . . . . . . . . . . .
None of the financial assets measured at amortized cost were reclassified to financial
assets at fair value during the reporting year.
As far as unquoted equity instruments are concerned, in cases where it is not possible
to reliably measure the fair value, such instruments are carried at cost less
accumulated allowance for impairment. Impairment losses recognized in profit or loss
for equity investments are not reversed.
24.

2011
2012
2013
US$000
US$000
US$000
Not restricted in use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147,172 153,007 221,360

Cash restricted in use and pledged for bank facilities. . . . . . . . . . . . . . .
3,230
4,340
3,676
Cash at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,402 157,347 225,036
Interest earning balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,692
46,325
5,975
The interest rate for the cash on interest earning accounts is insignificant.
24A. Cash and Cash Equivalents in the Statement of Cash Flows:
2011
2012
2013
US$000
US$000
US$000
Amount as shown above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,402 157,347 225,036

Cash pledged for bank facilities (Note 28A) . . . . . . . . . . . . . . . . . . . . . . . . . (3,230) (4,340) (3,676)
Cash and cash equivalents for statement of cash flows purposes
at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147,172 153,007 221,360
24B. Non-cash Transactions:

The net cash incurred for the purchase of property, plant and equipment is as follows:
2011
2012
2013
US$000
US$000
US$000
Additions of property, plant and equipment (Note 15) . . . . . . . . . . . . . . 150,367 200,975 212,128
Less: acquisitions by means of finance leases . . . . . . . . . . . . . . . . . . . . . .
(126)
(888) (1,412)
Add/(less): net movements in liability for purchase of property,
plant and equipment and construction cost payables
(Note 30) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,577)
1,890 (4,083)
Purchase of property, plant and equipment per statement of
cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139,664 201,977 206,633
A-50
25.
Share Capital
Number
of shares
issued
Share
capital
000
US$000
Ordinary shares of no par value:

Balance at January 1, 2011, December 31, 2011 and December 31,
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,270
86,279
Issues of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,698
77,098
Balance at end of the year December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,968 163,377
The share capital represents the share capital of the Company prior to the
Restructuring Exercise (Note 1.2).
The ordinary shares of no par value which are fully paid carry no right to fixed income.
The Company is not subject to any externally imposed capital requirements.
Capital Management:
The objectives when managing capital are: to safeguard the reporting entitys ability to
continue as a going concern, so that it can continue to provide returns for owners and
benefits for other stakeholders, and to provide an adequate return to owners by pricing
the sales commensurately with the level of risk. The management sets the amount of
capital to meet its requirements and the risk taken. There were no changes in the
approach to capital management during the reporting year. The management
manages the capital structure and makes adjustments to it where necessary or
possible in the light of changes in conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital structure, the management
may adjust the amount of dividends paid to owners, return capital to owners, issue
new shares, or sell assets to reduce debt.
The management monitors the capital on the basis of the debt-to-adjusted capital ratio.
This ratio is calculated as net debt/adjusted capital (as shown below). Net debt is
calculated as total borrowings including shareholders loans less cash and cash
equivalents. Adjusted capital comprises all components of equity.
2011
2012
2013
US$000
US$000
US$000
851,330
(157,347)
693,983
978,025
(225,036)
752,989
496,194
599,856
696,933
Debt-to-adjusted capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.79 times
1.16 times
1.08 times
Net debts:
All current and non-current borrowings including finance
leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
542,908
Less cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (150,402)
Net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
392,506
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The unfavorable change as shown by the increase in the debt-to-adjusted capital ratio
for the reporting year 2012 resulted primarily from the increase in new debt.
The improvement as shown by the decrease in the debt-to-adjusted capital ratio for the
reporting year 2013 resulted primarily from the increase in the issue of shares. There
was a favorable change with improved retained earnings.
A-51
26.
Reserves
2011
2012
2013
US$000
US$000
US$000
Other reserve (Note 26A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,139

19,139
19,139
Capital reserve (Note 26B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,706
75,751
109,820
Statutory reserve (Note 26C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
394
1,250
4,991
Share option reserve (Note 26D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
413
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,239
96,279
134,363
Translation reserve (Note 26E) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,933) (25,298) (106,795)
Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,306
70,981
27,568
26A. Other Reserve

The other reserves relates mainly to revaluation surplus attributed to the initial interest
held in PT Japfa Comfeed Indonesia Tbk.
26B. Capital Reserve
The capital reserve arises from the acquisition of non-controlling interests in a
subsidiary and from the effects of business combination between entities under
common control.
The capital reserve relates to the share capital of the following components which are
assumed to be subsidiaries of the Company with effect from January 1, 2011:
(a)
(b)
PT Greenfields Indonesia
(c)
PT AustAsia Food
(d)
(e)
AustAsia Food (M) Sdn Bhd
(f)
AustAsia Food HK Limited.
In applying merger accounting, financial statement items of the combining entities for
the reporting period in which the common control combination occurs, and for the
comparative periods disclosed, are included in the combined financial statements of
the Group as if the combination had occurred from the date when the combining
entities first came under the control of the controlling party or parties. The share capital
of the combining entities have been reclassified to capital reserve in the combined
financial statements of the Group.
26C. Statutory Reserve
In accordance with the Foreign Enterprise Law applicable to the subsidiaries in the
Peoples Republic of China (PRC), the subsidiaries are required to make
appropriation to a statutory reserve. At least 10% of the statutory profits after tax as
determined in accordance with the applicable PRC accounting standards and
regulations must be allocated to a statutory reserve until the cumulative total of the
statutory reserve reaches 50% of the subsidiaries registered capital. Subject to
approval from the relevant PRC authorities, the statutory reserve may be used to offset
any accumulated losses or increase the registered capital of the subsidiary. The
statutory reserve is not available for dividend distribution to shareholders.
A-52
26D. Share Option Reserve

Share Option Plan
Under this plan, share options of one of the subsidiaries, AustAsia Investment
Holdings Pte Ltd (AIH), are granted to employees of the PRC subsidiaries of AIH with
four years service. The exercise price of the share options is equal to the market price
of the underlying shares on the date of grant. The share options vest if and when AIHs
initial public offering is completed and the employees fulfill continuous employment of
four years. The share options granted will not vest if the initial public offering is not
completed.
The fair value of the share options is estimated at the grant date using a binominal
option pricing model, taking into account the terms and conditions upon which the
share options were granted. The contractual term of each option granted is ten years.
There are no cash settlement alternatives.
The expenses recognized for employees services received during the year is shown in
the following table:
2011
2012
2013
US$000
US$000
US$000
139
274
Expense arising from equity-settled share-based payment

transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
There were no cancellations or modifications to the awards in 2012 and 2013.

Movements during the year
The following table illustrates the number and weighted average exercise prices
(WAEP) of, and movements in, share options during the year.
2011
Number WAEP
2012
Number
WAEP
US$
Outstanding at January 1, . . . . . . . . . . . . . . . .
Granted during the year . . . . . . . . . . . . . . . . . .
Forfeited during the year . . . . . . . . . . . . . . . . .
Outstanding at December 31, . . . . . . . . . . .
Exercisable at December 31, . . . . . . . . . . . .
1,205,000
1,205,000
-
2013
Number
WAEP
US$
US$
- 1,205,000
1.25
605,000
- (120,000)
1.25 1,690,000
-
1.25
1.35
1.25
1.29
-
The following tables list the inputs to the models used for the plan for the years ended
December 31, 2012 and 2013:
2012
2013
Dividend yield (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Expected volatility (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48.20
46.40
Risk-free interest rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.08
1.79
Expected life of share options (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.48
6.09
Weighted average share price (US$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.16
2.84
Model used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Binominal Binominal
The expected life of the share options is based on historical data and current
expectations and is not necessarily indicative of exercise patterns that may occur. The
expected volatility reflects the assumption that the historical volatility over a period
similar to the life of the options is indicative of future trends, which may not necessarily
be the actual outcome.
A-53
26E.
Translation Reserve
The currency translation reserve accumulates all foreign exchange differences.
27.
Provisions
2011
2012
2013
US$000
US$000
US$000
Non-current:
Retirement benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,864
85,274
67,376
27A. Retirement Benefit Obligations

Defined benefit plan:
The Group operates a defined benefit plan for qualifying employees of its subsidiaries
in Indonesia, in accordance with Indonesian Labor Laws. Amounts are determined
based on years of service and salaries of the employees at the time of the pension.
The principal actuarial assumptions used for the purpose of the actuarial valuation at
December 31, 2011, 2012 and 2013 were as follows:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011: 6.5%; 2012: 5.75%; 2013: 8.9%
Withdrawal / resignation rate . . . . . . . . . . . . . . . . . . . . . . 10% at age of 25 and decreasing linearly up
to age 45
Expected rate of salary increases . . . . . . . . . . . . . . . . 2011: 7.5%; 2012: 8%; 2013: 9.0%
Expected rate of mortality rate . . . . . . . . . . . . . . . . . . . . Based on Commissioners Standard Ordinary
(CSO) 1980
The assumptions relating to longevity used to compute the defined benefit obligation
liabilities are based on published mortality tables commonly used by the actuarial
profession in each territory concerned.
The cost of providing post-employment benefits was calculated by an independent
actuary, PT Dayamandiri Dharmakonsilindo and detailed in its actuarial valuation
report, dated November 29, 2013.
Movements of the defined benefit post-employment provision recognized in statement
of financial position are as follows:
Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions through business combination . . . . . . . . . . . . . . . . . . . .
Net benefit expense recognized in profit or loss
(Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Remeasurement loss/ (gain) included in other
comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-54
2011
2012
2013
US$000
US$000
US$000
48,431
4,459
66,864
683
85,274
4
10,316
12,432
11,138
8,017
(3,794)
(1,153)
588
66,864
10,776
(1,696)
(3,608)
(177)
85,274
(9,136)
(1,316)
(19,852)
1,264
67,376
The remeasurement loss/ (gain) of net defined benefits plan is presented in other
comprehensive income as follows:
Remeasurement loss/ (gain) as above . . . . . . . . . . . . . . . . . . . . . .

Income tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Remeasurement of the net defined benefits plan, Net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28.
2011
2012
2013
US$000
US$000
US$000
8,017
(1,800)
10,776
(2,067)
(9,136)
1,979
6,217
8,709
(7,157)
Other Financial Liabilities
Non-current:
Financial instruments with floating interest rates:
Bank loans (Note 28A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial instruments with fixed interest rates:
Bank loans (Note 28A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance leases (Note 28B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders loans payable (Note 28C) . . . . . . . . . . . . . . . . . . . .
Bonds payable (Note 28D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current, total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current:
Bank loans (Note 28A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank loans (Note 28A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance leases (Note 28B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders loans payable (Note 28C) . . . . . . . . . . . . . . . . . . . .
Bonds payable (Note 28D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current, total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The non-current portion is repayable as follows:
Due within 2-5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
159,575
143,906
125,547
1,878
511
1,714
163,678
2,925
870
2,124
154,518
304,343
2,383
1,137
339,681
468,748
248,502
417,641
448,832
4,967
561
70,596
54,604
379,230
542,908
6,416
1,077
121,853
546,987
851,330
6,716
1,359
52,370
509,277
978,025
162,294
1,384
303,799
544
445,291
23,457
2011
2012
2013
4.8 21
9.9
2.27 16
10.5
6 9.9
7.5 8.5
The range of fixed interest rates paid were as follows:

Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.5
Bonds payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.75
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.27 16
The range of floating interest rates paid were as follows:

Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.99 21 2.29 18.6 2.24 14.5
28A. Bank Loans

The bank loans are secured by property, plant and equipment, share certificates of
certain subsidiaries, receivables, inventories, biological assets and corporate
guarantees of subsidiaries. The bank loans will be repayable over the next one to
six years between 2013 and 2018.
The above loans are for working capital purposes and repayment of restructured
debts. The loan agreements generally include covenants that require the maintenance
of certain financial ratios. Any non-compliance with these covenants will result in these
loans becoming repayable upon service of notice of default of the lenders.
A-55
The total bank loans (secured) of US$574,379,000 (2012: US$561,547,000; 2011:

US$408,077,000) are at floating rates of interest. The fair value (Level 2) is a
reasonable approximation of the carrying amount due to their short term nature for the
current amounts. For the non-current amounts, these are floating rate instruments that
are frequently re-priced to market interest rates.
As at the end of the reporting year, there were no breaches of financial covenants.
28B. Finance Leases
Minimum
payments
Finance
charges
Present
value
US$000
US$000
US$000
634
557
1,191
(73)
(46)
(119)
561
511
1,072
Minimum
payments
Finance
charges
Present
value
US$000
US$000
US$000
1,195
960
2,155
(118)
(90)
(208)
1,077
870
1,947
Minimum
payments
Finance
charges
Present
value
US$000
US$000
US$000
(99)
(56)
(155)
1,359
1,137
2,496
2011
Minimum lease payments payable:
Due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due within 2 to 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,458
1,193
2,651
There are leases for certain of the Groups plant and equipment. The average lease
term is 3 to 7 years. The fixed rate of interest for finance leases is about 4.7% to 16%.
All leases are on a fixed repayment basis and no arrangements have been entered
into for contingent rental payments. The obligations under finance leases are secured
by the lessors charge over the leased assets.
The carrying amount of the lease liabilities is not significantly different from the fair
value.
28C. Shareholders Loans Payable
2011
2012
2013
US$000
US$000
US$000
Movements during the year:

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,874
72,310
123,977
Additions at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,616
88,840
40,079
Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,420) (42,000) (107,912)
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,760)
4,827
(3,774)
Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,310 123,977
52,370
A-56
The agreements for the loans provide that they are unsecured, with zero rate of
interest and are repayable on demand. The fair value (Level 2) of the loans is not
significantly different from the carrying value.
28D. Bonds Payable
2011
2012
2013
US$000
US$000
US$000
Bond Payable A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,685

Bond Payable B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 129,655 102,373
Bond Payable C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,931
20,476
Bond Payable D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 224,609
Less: unamortized transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(81) (1,068) (7,777)
Bond payable at amortized cost at end of the year . . . . . . . . . . . . . . . . . . . 54,604 154,518 339,681
Bond Payable A
In July 2007, the subsidiary, PT Japfa Comfeed Indonesia Tbk issued bonds
denominated in Rupiah with a nominal value of Rp 500 billion. The bonds had a fixed
interest rate of 12.75% per annum and were listed on the Indonesian Stock Exchange,
with amongst others, the following terms:
(a)
Repayable in July 2012.
(b)
Interest payable quarterly.
(c)
Secured by the fiduciary of inventories.
The bonds were repaid in 2012.

Bonds Payable B and C
In January 2012 and February 2012, the subsidiary, PT Japfa Comfeed Indonesia Tbk
issued bonds denominated in Rupiah with a nominal value of Rp 1,250 billion and
Rp 250 billion respectively. The bonds have a fixed interest rate of 9.9% per annum
and are listed on the Indonesian Stock Exchange, with amongst others, the following
terms:
(a)
Repayable in January 2017.
(b)
Interest will be payable quarterly.
Bond Payable D
In May 2013, the subsidiary, Comfeed Finance B.V, issued US$225,000,000, 6%
senior notes trade on the Singapore Stock Exchange, with amongst others, the
following terms:
(a)
Repayable in May 2018.
(b)
Interest will be payable semi-annually.
(c)
Guaranteed by the parent company of the subsidiary, PT Japfa Comfeed

Indonesia Tbk and certain subsidiaries under PT Japfa Comfeed Indonesia
Tbk.
A-57
Effective Interest Rates:
Bond Payable A
Bond Payable B
Bond Payable C
Bond Payable D
2011
2012
2013
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.17
.................................................................
- 10.12 10.12
.................................................................
- 10.12 10.12
.................................................................
6.98
Fair value of financial instruments stated at amortized cost in the statements of

financial position
Level
Bond Payable A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bond Payable B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bond Payable C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bond Payable D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29.
1
1
1
1
2011
2012
2013
US$000
US$000
US$000
50,857
- 133,077 102,148
26,779
20,426
- 209,041
50,857 159,856 331,615
Other Liabilities
Advances received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government grants (Note 29A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Presented as:
Other liabilities, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
4,871
159
5,030
6,971
680
7,651
9,175
1,153
10,328
4,879
151
5,030
7,007
644
7,651
9,254
1,074
10,328
2011
2012
2013
US$000
US$000
US$000
29A. Government Grants

Received during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Released during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Presented as:
Government grants, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government grants, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
288
(133)
4
159
159
667
(148)
2
680
680
551
(238)
160
1,153
8
151
159
36
644
680
79
1,074
1,153
Government grants have been received for the construction of certain items of
property, plant and equipment. There are no unfulfilled conditions or contingencies
attached to these grants.
A-58
30.
Trade and Other Payables
Non-Current:
Other payables:
Liability for purchase of plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . .
Total trade and other payables, non-current . . . . . . . . . . . . . . . . . . . . . . . . . .
Current:
Trade payables:
Related parties (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third parties and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other payables:
Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction cost payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liability for purchase of plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total trade and other payables, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
2,156
2,156
765
52,462
53,227
1,500
1,500
636
636
69
2,552
81,403 125,490
81,472 128,042
26,191
43,259
49,992
6,705
3,174
10,866
1,716
4,013
1,268
34,612
50,446
62,126
87,839 131,918 190,168
Liabilities for purchase of plant and equipment pertain to outstanding balances in

relation to the purchase of machineries and equipment.
Construction cost payables pertain to progressive billings from suppliers for the
construction of building offices, infrastructure and cowsheds.
31.
Acquisition of Subsidiaries
For the reporting year ended December 31, 2011
On April 1, 2011, the Group acquired 100% of the share capital in PT Primatama
Karya Persada (PKP), a company incorporated in Indonesia for a purchase
consideration of US$41,203,000. From that date, the Group gained control and PKP
became a subsidiary. The principal activities of PKP are broiler farming, breeding,
trading and slaughter of chickens. The transaction was accounted for by the
acquisition method of accounting.
The net assets acquired and the related fair values are as follows:
2011
Acquirees carrying amount
Before
combination At fair values
US$000
Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred Tax Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and Other Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Tax Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement Benefit Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and Other Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill (Note 17A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase consideration paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: cash taken over . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash outflow on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-59
12,567
2,373
4,991
29,297
12,670
(4,459)
(10,654)
(1,963)
(21,878)
22,944
US$000
26,703
2,372
4,991
29,297
12,670
(3,534)
(4,459)
(10,654)
(1,963)
(21,878)
7,658
41,203
41,203
(12,670)
28,533
The fair value of property, plant and equipment of PKP was appraised by an
independent valuer, KJPP Amin, Nirwan, Alfiantori & Rekan.
The goodwill arising on the acquisition of PKP is attributable to the anticipated
profitability of the distribution of the Groups products in the new markets and the
anticipated future operating synergies from the combination.
Subsequently on September 1, 2011, the operations of PKP were transferred and
merged with PT Ciomas Adisatwa, a subsidiary of JCI.
The contributions from the acquired subsidiary for the period between the date of
acquisition and the end of the reporting year were as follows:
Group
From date of
acquisition in For the reporting
2011
year 2011
US$000
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
260,624
5,858
US$000
337,402
1,424

On August 1, 2012, the Group acquired 100% of the share capital in PT Agrinusa Jaya
Santosa, a company incorporated in Indonesia for a purchase consideration of
US$7,390,000. From that date, the Group gained control and PT Agrinusa Jaya
Santosa became a subsidiary. The principal activities of PT Agrinusa Jaya Santosa
are trading and production of vaccine. The transaction was accounted for by the
acquisition method of accounting.
On August 31, 2012, the Group acquired 100% of the share capital in Japfa Vietnam
Investments Pte Ltd, a company incorporated in Singapore for a purchase
consideration of US$50,854,000. From that date, the Group gained control and Japfa
Vietnam Investments Pte Ltd and its subsidiaries (Japfa Vietnam Group)
became subsidiaries of the Group. The principal activities of the subsidiaries of Japfa
Vietnam Investments Pte Ltd are that of organizing breeding farms and producing
livestock, and poultry. The transaction was accounted for by the acquisition method of
accounting.
A-60
2012
Before
US$000

Deferred Tax Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Biological Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement Benefit Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Negative Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57,134
206
2,165
45,954
18,867
9,957
7,275
(683)
(58,230)
(498)
(22,871)
59,276

US$000
57,134
206
2,165
45,954
18,867
9,957
7,275
(683)
(58,230)
(498)
(22,871)
(389)
(643)
58,244
58,244
(7,275)
50,969
The contributions from the acquired subsidiaries for the period between the date of
Group
From date of
2012
year 2012
US$000
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86,702
(4,545)
US$000
276,891
(5,802)

On December 19, 2013, the Group acquired 100% of the share capital in Central India
Poultry Breeders Private Limited (CIPB), a company incorporated in India for a
purchase consideration of US$1,050,000. From that date, the Group gained control
and CIPB became a subsidiary. The principal activities of CIPB are of poultry and
animal feed production. The transaction was accounted for by the acquisition method
of accounting.
A-61
2013
Before
US$000

Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Tax Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill (Note 17A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
762
6
6
20
10
(26)
(542)
236

US$000
762
6
6
20
10
(26)
(542)
814
1,050
1,050
(10)
1,040
Group
From date of
2013
year 2013
US$000
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit/ (Loss) before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32.
US$000
98
(92)
Financial Instruments: Information on Financial Risks
32A. Classification of Financial Assets and Liabilities

The following table summarizes the carrying amount of financial assets and liabilities
recorded at the end of the reporting year by FRS 39 categories:
2011
2012
2013
US$000
US$000
US$000
Financial assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,402 157,347
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,878 133,540
Other financial assets at fair value through profit or loss . . . . . . . . .
6,575
3,243
Held-to-maturity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
209
Unquoted investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
570
603
At end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270,425 294,942
225,036
134,564
1,905
245
539
362,289
Financial liabilities:
Borrowings at amortized cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 542,908 851,330
978,025
Trade and other payables at amortized cost . . . . . . . . . . . . . . . . . . . . . . . 89,995 133,418
190,804
At end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 632,903 984,748 1,168,829
Further quantitative disclosures are included throughout these financial statements.
A-62
32B. Financial Risk Management

The main purpose for holding or issuing financial instruments is to raise and manage
the finances for the entitys operating, investing and financing activities. The main risks
arising from the entitys financial instruments are credit risk, interest risk, liquidity risk,
foreign currency risk and market price risk comprising interest rate and currency risk
exposures. Management has certain practices for the management of financial risks.
The guidelines set up the short and long term objectives and action to be taken in
order to manage the financial risks. The guidelines include the following:
1.
Minimize interest rate, currency, credit and market risk for all kinds of
transactions.
2.
Maximize the use of natural hedge: favoring as much as possible the natural
off-setting of sales and costs and payables and receivables denominated in the
same currency and therefore put in place hedging strategies only for the excess
balance. The same strategy is pursued with regard to interest rate risk.
3.
Enter into derivatives or any other similar instruments solely for hedging
purposes.
4.
All financial risk management activities are carried out and monitored at central
level.
5.
All financial risk management activities are carried out following good market
practices.
6.
May consider investing in shares or similar instruments.
The main risk arising from the Groups biological assets is business risk. The Group
has institutionalized a comprehensive health management and quarantine system for
all its operations to ensure a consistently high standard of good healthcare
management and hygiene for its breeding livestock and dairy cows.
32C. Fair Values of Financial Instruments
The analyses of financial instruments that are measured subsequent to initial
recognition at fair value, grouped into Levels 1 to 3 are disclosed in the relevant notes
to the financial statements. These include both the significant financial instruments
stated at amortized cost and at fair value in the statement of financial position. The
carrying values of current financial instruments approximate their fair values due to the
short-term maturity of these instruments and the disclosures of fair value are not made
when the carrying amount of current financial instruments is a reasonable
approximation of the fair value.
32D. Credit Risk on Financial Assets
Financial assets that are potentially subject to concentrations of credit risk and failures
by counterparties to discharge their obligations in full or in a timely manner consist
principally of cash balances with banks, cash equivalents, receivables and certain
other financial assets. The maximum exposure to credit risk is: the total of the fair
value of the financial assets; the maximum amount the entity could have to pay if the
guarantee is called on; and the full amount of any payable commitments at the end of
the reporting year. Credit risk on cash balances with banks and any other financial
instruments is limited because the counter-parties are entities with acceptable credit
ratings. Credit risk on other financial assets is limited because the other parties are
entities with acceptable credit ratings. For credit risk on receivables an ongoing credit
evaluation is performed on the financial condition of the debtors and a loss from
A-63
impairment is recognized in profit or loss. The exposure to credit risk with customers is
controlled by setting limits on the exposure to individual customers and these are
disseminated to the relevant persons concerned and compliance is monitored by
management. There is no significant concentration of credit risk on receivables, as the
exposure is spread over a large number of counter-parties and customers unless
otherwise disclosed in the notes to the financial statements below.
Note 24 disclose the maturity of the cash and cash equivalents balances.
As part of the process of setting customer credit limits, different credit terms are used.
The average credit period generally granted to trade receivable customers is about
7-60 days (2012: 7 60 days; 2011: 7 60 days). But some customers take a longer
period to settle the amounts.
(a)
Ageing analysis of the age of trade receivable amounts that are past due as at
the end of reporting year but not impaired:
2011
2012
2013
US$000
US$000
US$000
Trade receivables:
Less than 60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,937
61 to 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,397
91 to 120 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
549
Over 120 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,399
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,282
29,845
1,496
1,373
2,866
35,580
33,529
2,789
3,568
3,972
43,858
(b)
Ageing analysis as at the end of reporting year of trade receivable amounts that
are impaired:
Trade receivables:
Less than 60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61 to 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91 to 120 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Over 120 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
8
260
268
8
4
5
356
373
132
33
359
524
The allowance which is disclosed in the note on trade receivables is based on

individual accounts totalling US$524,000 (2012: US$373,000; 2011: US$268,000) that
are determined to be impaired at the end of the reporting year. These are not secured.
Other receivables are normally with no fixed terms and therefore there is no maturity.
Concentration of trade receivables customers as at the end of the reporting year:
Top 1 customer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Top 2 customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Top 3 customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
4,292
6,144
7,931
7,918
9,573
11,088
3,560
6,658
8,903
Quoted and unquoted equity shares in corporations have no fixed maturity dates.
A-64
32E.
Liquidity RiskFinancial Liabilities Maturity Analysis

The following table analyses the non-derivative financial liabilities by remaining
contractual maturity (contractual and undiscounted cash flows):
Less than
1 year
25
years
Over
5 years
Total
US$000
US$000
US$000
US$000
2011:
Gross borrowing commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . 408,358 202,019
Gross finance lease commitments . . . . . . . . . . . . . . . . . . . . . . .
634
557
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,839
2,156
At end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 496,831 204,732
1,698
1,698
612,075
1,191
89,995
703,261
2012:
1,195
960
1,500
At end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 718,909 391,812
694
975,842
2,155
133,418
694 1,111,415
2013:
1,458
1,193
636
At end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 734,234 551,424
28,392 1,120,595
2,651
190,804
28,392 1,314,050
The above amounts disclosed in the maturity analysis are the contractual
undiscounted cash flows and such undiscounted cash flows differ from the amount
included in the statement of financial position. When the counterparty has a choice of
when an amount is paid, the liability is included on the basis of the earliest date on
which it can be required to pay.
The liquidity risk refers to the difficulty in meeting obligations associated with financial
liabilities that are settled by delivering cash or another financial asset. It is expected
that all the liabilities will be paid at their contractual maturity. In order to meet such
cash commitments the operating activity is expected to generate sufficient cash
inflows.
Bank facilities:
2011
2012
2013
US$000
US$000
US$000
Undrawn borrowing facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 266,275 192,724 238,375
The undrawn borrowing facilities are available for operating activities and to settle
other commitments. Borrowing facilities are maintained to ensure funds are available
for the operations. A monthly schedule showing the maturity of financial liabilities and
unused bank facilities is provided to management to assist them in monitoring the
liquidity risk.
32F.
Interest Rate Risk

The interest rate risk exposure is mainly from changes in fixed and floating interest
rates. The interest rates are disclosed in the respective notes to the financial
statements.
A-65
The following table analyses the breakdown of the significant financial instruments by
type of interest rate:
2011
2012
2013
US$000
US$000
US$000
Fixed rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,521 165,806 351,276
Floating rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 408,077 561,547 574,379
Total at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 470,598 727,353 925,655
Financial assets:
Fixed rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,692
24,692
46,325
46,325
5,975
5,975
The floating rate debt obligations are with interest rates that are re-set regularly at one,
three or six month intervals.
A hypothetical increase in interest rates by 50 basis points would

have an adverse effect on profit before tax of . . . . . . . . . . . . . . . . . . . . .
A hypothetical increase in interest rates by 100 basis points
would have an adverse effect on profit before tax of . . . . . . . . . . . . . .
2011
2012
2013
US$000
US$000
US$000
(2,040)
(2,808)
(2,872)
(4,081)
(5,615)
(5,744)
(6,121)
(8,423)
(8,616)
(8,162)
(11,231)
(11,488)
The analysis has been performed separately for fixed interest rate and floating interest
rate financial instruments. The impact of a change in interest rates on fixed interest
rate financial instruments has been assessed in terms of changing of their fair value.
The impact of a change in interest rates on floating interest rate financial instruments
has been assessed in terms of changing of their cash flows and therefore in terms of
the impact on net expenses. The hypothetical changes in basis points are not based
on observable market data (unobservable inputs).
32G. Foreign Currency Risks
Analysis of amounts denominated in non-functional currency:
2011
Financial assets:
Cash and cash equivalents . . . . . . . . . . . . . . .
Trade and other receivables . . . . . . . . . . . . . .
Other financial assets . . . . . . . . . . . . . . . . . . . . .
Total financial assets . . . . . . . . . . . . . . . . . . . . . .
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and other payables . . . . . . . . . . . . . . . . .
Total financial liabilities . . . . . . . . . . . . . . . . . . . .
Net financial assets at end of the year . . .
Singapore
Dollar
US
Dollar
Sri Lankan
Rupee
Australia
Dollar
Total
US$000
US$000
US$000
US$000
US$000
730
2
570
1,302
52,541
2,369
54,910
2
6,575
6,577
22
22
53,295
2,371
7,145
62,811
593
593
709
1,190
7,301
8,491
46,419
6,577
22
1,190
7,894
9,084
53,727
A-66
Singapore
Dollar
US
Dollar
Sri Lankan
Rupee
Australia
Dollar
Total
US$000
US$000
US$000
US$000
US$000
2012
Financial assets:
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net financial assets/ (liabilities) at end of
the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
Financial assets:
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net financial assets/ (liabilities) at end of
the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
291
13
603
907
48,574
2,263
50,837
1
3,243
3,244
63
63
48,929
2,276
3,846
55,051
744
744
66,945
9,737
76,682
66,945
10,481
77,426
163
(25,845)
3,244
63 (22,375)
Singapore
Dollar
US
Dollar
Sri Lankan
Rupee
Australia
Dollar
Total
US$000
US$000
US$000
US$000
US$000
606
18
539
1,163
134,635
2,478
137,113
126
1,905
2,031
3
3
135,370
2,496
2,444
140,310
1,557
1,557
400,732
11,922
412,654
18,099
105
18,204
418,831
13,584
432,415
(394)
(275,541)
2,031 (18,201) (292,105)
There is exposure to foreign currency risk as part of its normal business.

2011
2012
2013
US$000
US$000
US$000
2,585
27,554
(347)
1,656
A hypothetical 10% strengthening in the exchange rate of the

functional currency against US$ with all other variables held
constant would have an (adverse)/ favorable effect on profit
before tax of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,642)
A hypothetical 10% strengthening in the exchange rate of the
functional currency against all other currencies with all other
variables held constant would have an (adverse)/ favorable effect
on profit before tax of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (731)
The hypothetical changes in exchange rates are not based on observable market data
(unobservable inputs). The sensitivity analysis is disclosed for each currency to which
the entity has significant exposure. The analysis above has been carried out on the
basis there are no hedged transactions.
32H. Commodity Risks
Commodity risk is the risk of fluctuations in the price of raw material feed production
such as corn and soybean, which are commodities. Managements policies to mitigate
A-67
this risk are to use a formula that allows the use of raw material substitutes for the raw
materials commodities without reducing the quality of the products, and the transfer of
price increases to customers.
Besides the Group is continuously overseeing the optimal inventory level by entering in
a purchase agreement when there are cheaper prices with reference to the production
plan and materials requirements.
33.
Capital Commitments
Estimated amounts committed at the end of the reporting year for future capital
expenditure but not recognized in the financial statements are as follows:
34.
2011
2012
2013
US$000
US$000
US$000
Commitments to purchase property, plant and equipment . . . . . . . . . . . . . 5,208

Construction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,053
12,039
3,996
6,371
6,991
Operating Lease Payment Commitments

At the end of the reporting year the total of future minimum lease payment
commitments under non-cancellable operating leases are as follows:
2011
2012
2013
US$000
US$000
US$000
Not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500

Later than one year but not later than five years . . . . . . . . . . . . . . . . . . . . . . . . 4,167
More than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,746
3,300
4,171
43,543
4,680
5,178
66,444
4,379
5,749
Rental expense for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,539
Operating lease payments are for rentals payable mainly for certain lands in China.
The lease rental terms are for an average of 40 years and rentals are subject to an
escalation clause.
35.
Operating Lease Income Commitments

At the end of the reporting year the total of future minimum lease income commitments
under non-cancellable operating leases are as follows:
2011
2012
2013
US$000
US$000
US$000
Not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Later than one year but not later than five years . . . . . . . . . . . . . . . . . . . . . . . .
56
58
54
-
60
-
Rental income for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
56
35
Operating lease income is for rentals receivable for investment properties.

36.
Contingent Liabilities
Claims against the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37.
2011
2012
2013
$000
$000
$000
857
561
Events after the End of the Reporting Year

Events after the end of the reporting year ended December 31, 2013 are as follows:
(a)
The Restructuring Exercise (See Note 1.2).

A-68
(b)
The shareholders of the Company approved, among other things, by way of

written resolutions on July 9, 2014, the following:
(c)
the conversion of the Company to a public limited company and the

change of the Companys name to Japfa Ltd.; and
(ii)
the adoption of the new Articles of Association of the Company.
Pursuant to an Extraordinary meeting held on July 23, 2014, the shareholders

of the Company approved, inter alia, the following:
(d)
38.
(i)
(i)
the authorization to the directors to issue Shares and offer the same to
such person, on such terms and conditions and with such rights or
restrictions as they may think fit to impose, in connection with the
Offering and the admission of the Company to the Official List of the
Singapore Exchange Securities Trading Limited; and
(ii)
the authorization to the directors to issue Shares whether by way of

rights, bonus or otherwise; and/or make or grant offers, agreements or
options (collectively, Instruments) that might or would require Shares to
be issued, including but not limited to the creation and issue of (as well
as adjustments to) warrants, debentures or other instruments convertible
into Shares, at any time and upon such terms and conditions and for
such purposes and to such person(s) as the directors may in their
absolute discretion deem fit.
Pursuant to an Extraordinary meeting held on July 31, 2014, the shareholders

of the Company approved, inter alia, the sub-division of each ordinary Share in
the capital of the Company into three Shares.
Changes and Adoption of Financial Reporting Standards

The financial reporting standards applied for the financial years 2011 to 2013 are
based on those that were effective up to 2013.
39.
Future Changes in Financial Reporting Standards

The following new or revised Singapore Financial Reporting Standards that have been
issued will be effective in future. The transfer to the new or revised standards from the
effective dates is not expected to result in material adjustments to the financial
position, results of operations, or cash flows for the following year.
FRS No.
Effective date for

periods beginning
on or after
Title
FRS 27
Consolidated and Separate Financial Statements

(Amendments to)
FRS 27
Separate Financial Statements (Revised)
FRS 28
Investments in Associates and Joint Ventures (Revised)
FRS 36
Amendments to FRS 36: Recoverable Amount Disclosures
for Non-Financial Assets (relating to goodwill)
FRS 32
Amendments to FRS 39: Novation of Derivatives and
Continuation of Hedge Accounting(*)
FRS 110
Consolidated Financial Statements
FRS 111
Joint Arrangements
FRS 112
Disclosure of Interests in Other Entities
FRS 110
Amendments to FRS 110, FRS 111 and FRS 112
INT FRS 121 Levies(*)
(*)
Not relevant to the entity.
A-69
1 July 2013
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
40.
Approval of Financial Statements

The combined financial statements were approved and authorized for issue by the
Board of Directors on August 7, 2014.
A-70
APPENDIX BINDEPENDENT AUDITORS REPORT ON THE UNAUDITED INTERIM

COMBINED FINANCIAL STATEMENTS FOR THE REPORTING PERIOD ENDED
MARCH 31, 2014 OF JAPFA LTD.
August 7, 2014
The Board of Directors
Japfa Ltd.
391B Orchard Road
#18-08 Ngee Ann City Tower B
Singapore 238874
Dear Sirs
Report on the Review of the Unaudited Interim Combined Financial Statements for the
Reporting Period Ended March 31, 2014
We have reviewed the accompanying unaudited interim combined financial statements of
Japfa Ltd. (the Company) and its subsidiaries (the Group), comprising the combined
statement of financial position as at March 31, 2014, and the combined statement of profit or
loss and other comprehensive income, combined statement of changes in equity and
combined statement of cash flows of the Group for the three-month period ended March 31,
2014, and a summary of significant accounting policies and other explanatory information, as
set out on pages B-3 to B-52. Management is responsible for the preparation and
presentation of these interim financial statements in accordance with the provisions of the
Singapore Financial Reporting Standards. Our responsibility is to express a conclusion on this
interim financial statements based on our review.
Scope of Review
We conducted our review in accordance with Singapore Standard on Review Engagements
2410, Review of Interim Financial Information Performed by the Independent Auditor of the
Entity. A review of interim financial statements consists of making inquiries, primarily of
persons responsible for financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an audit conducted in
accordance with Singapore Standards on Auditing and consequently does not enable us to
obtain assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying interim financial statements does not give a true and fair view of the financial
position of the Group as at March 31, 2014, and of its financial performance and its cash
flows for the three-month period then ended in accordance with Singapore Financial
Reporting Standards.
B-1
Restriction on Distribution and Use

This report is made solely to you as a body and for the inclusion in the Prospectus to be
issued in relation to the proposed offering of the shares of the Company in connection with
the Companys listing on the Singapore Exchange Securities Trading Limited.
Yours faithfully
RSM Chio Lim LLP

Public Accountants and
Chartered Accountants
Singapore
Partner in charge of audit: Peter Jacob
A member of the Institute of Singapore Chartered Accountants
B-2
Unaudited Interim Combined Statement of Profit or Loss and

Other Comprehensive Income
For the Reporting Period from January 1, 2014 to March 31, 2014
Notes
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Decrease)/ Increase in Fair Value of Biological Assets . . . . . . . . . . . . . . . . . . . . .
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Exchange Adjustments Gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing and Distribution Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Administrative Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit Before Tax from Continuing Operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit from Continuing Operations, Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive (Loss)/ Income:
Items that will not be reclassified to profit or loss:
Remeasurement of the Net Defined Benefits Plan, Net of Tax . . . . . . . . . . . . .
Items that may be reclassified subsequently to profit or loss:
Exchange Differences on Translating Foreign Operations, Net of Tax . . . . .
Other Comprehensive (Loss)/ Income for the Year/ Period, Net of
Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
6
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
675,774
690,092
(541,030) (574,075)
134,744
116,017
18
7
8
(10,608)
840
350
622
2,429
1,010
769
7,607
9
10
11
8
(24,958)
(50,403)
(14,735)
(623)
35,229
(9,854)
25,375
(26,091)
(55,223)
(19,263)
(8)
27,247
(5,289)
21,958
(7,232)
(9,478)
(3,847)
37,612
(11,079)
14,296
28,134
50,092
17,763
7,612
25,375
13,586
8,372
21,958
8,506
33,469
5,790
14,296
16,623
50,092
1.20
0.92
13
27
Profit Attributable to Owners of the Parent, Net of Tax . . . . . . . . . . . . . . . . . . . . . .

Profit Attributable to Non-Controlling Interests, Net of Tax . . . . . . . . . . . . . . . . . .
Profit, Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Comprehensive Income Attributable to Owners of the Parent, Net
of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Comprehensive Income Attributable to Non-Controlling Interests,
Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings Per Share (Cents) Basic and Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14

B-3
Unaudited Interim Combined Statement of Financial Position

As at March 31, 2014
Notes
ASSETS
Non-Current Assets
Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Biological Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Tax Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Non-Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current Assets
Asset Held for Sale Under FRS 105 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Biological Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and Other Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Financial Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EQUITY AND LIABILITIES
Equity
Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity, Attributable to Owners of the Parent, Total . . . . . . . . . . . . . . . . . . . . .
Non-Controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Tax Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and Other Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current Liabilities
Income Tax Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and Other Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Equity and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
15
16
17
18
13
19
652,745
717,901
2,275
2,407
10,056
11,814
237,878
259,199
15,215
21,592
9,819
5,694
927,988 1,018,607
20
21
18
22
23
19
24
2,203
2,215
543,010
535,867
48,504
56,473
134,564
157,879
2,689
2,964
79,610
119,876
225,036
214,664
1,035,616 1,089,938
1,963,604 2,108,545
25
163,377
214,852
134,363
(106,795)
405,797
291,136
696,933
163,377
222,851
144,082
(81,325)
448,985
314,897
763,882
67,376
11,663
468,748
1,074
636
549,497
87,509
15,390
516,135
1,104
649
620,787
26
26
27
13
28
29
30
30
28
29
8,475
8,273
190,168
159,749
509,277
549,117
9,254
6,737
717,174
723,876
1,266,671 1,344,663
1,963,604 2,108,545

B-4
B-5
US$000
US$000
Balance at March 31, 2014 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 763,882

Movements in Equity
Total Comprehensive Income for the Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,092
Issue of New Shares by Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,173
Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,560
124
US$000
Retained
Earnings
13,547
-
3,793
96,279
US$000
Other
Reserves
68
86,279 185,908 100,140
86,279 172,361
US$000
Share
Capital
124
7,999
-
124
9,595
448,985 163,377 222,851 144,082
33,469
9,595
405,797 163,377 214,852 134,363
68
341,988
8,506
3,793
329,621
Attributable
to Parent
Sub-total
Total
Equity

Movements in Equity
Total Comprehensive Income/(Loss) for the Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,296
Issue of New Shares by Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,027
Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,065
68
Balance at March 31, 2013 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 622,312
Unaudited Interim Combined Statement of Changes in Equity

For the Reporting Period Ended March 31, 2014
(81,325)
25,470
-
(106,795)
(30,339)
(5,041)
-
(25,298)
US$000
Translation
Reserve
314,897
1,560
-
16,623
5,578
291,136
2,065
280,324
5,790
2,234
270,235
US$000
Non-Controlling
Interests
Unaudited Interim Combined Statement of Cash Flows

For the Reporting Period from January 1, 2014 to March 31, 2014
Cash Flows From Operating Activities

Profit Before Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustment for:
Amortization of Other Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Land Use Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation of Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation of Investment Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair Value Loss on Financial Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair Value Loss/ (Gain) on Biological Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Disposal of Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in Provision for Retirement Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Effect of Exchange Rate Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share Options Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Cash Flows before Changes in Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Biological Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and Other Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and Other Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Flows From Operations Before Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Flows From/ (Used in) Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flows From Investing Activities
Purchase of Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposal of Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of Financial Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Flows Used in Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flows From Financing Activities
Issue of Shares by Combining Entities under Restructuring Exercise . . . . . . . . . . . . . .
Proceeds from Issue of New Shares by Subsidiary to Non-Controlling
Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Restricted in Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Movements in Shareholders Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase/ (Decrease) in Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Flows (Used in)/ From Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Decrease in Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents, Statement of Cash Flows, Beginning Balance . . . . . . .
Cash and Cash Equivalents, Statement of Cash Flows, Ending Balance
(Note 24A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
35,229
27,247
173
21
13,223
60
547
10,608
(136)
2,633
(840)
14,735
5,265
68
76
81,662
(1,012)
(15,537)
(16,039)
(16,595)
161
(763)
(467)
31,410
(17,861)
13,549
233
4
14,800
47
4
(2,429)
(82)
3,083
(1,010)
19,263
7,264
124
2
68,550
7,143
(22,307)
(23,315)
(28,372)
(28,144)
(456)
(2,487)
(29,388)
(17,798)
(47,186)
(36,218)
581
(10)
840
(34,807)
(49,195)
1,919
(243)
(1,374)
1,010
(47,883)
3,793
9,595
4,402
(1,158)
(8,447)
(3,798)
(14,689)
(14,735)
(34,632)
(55,890)
153,007
7,138
(1,231)
20,623
66,604
(19,263)
83,466
(11,603)
221,360
97,117
209,757

B-6
Notes to Unaudited Interim Combined Financial Statements

March 31, 2014
1.
General
1.1.
The Company
The Company is incorporated in Singapore with limited liability. The Company
changed its name to Japfa Ltd. upon its conversion to a public limited company on
July 18, 2014. The combined financial statements are presented in United States
Dollars and all values are rounded to the nearest thousand ($000) for presentation
except where otherwise stated.
The principal activities of the Company are those of services, trading and investment
holding. The principal activities of the subsidiaries are described in the notes to the
financial statements below.
This report is prepared solely for inclusion in the Prospectus in connection with the
proposed listing of the Companys shares on the Singapore Exchange Securities
Trading Limited.
The registered office is: 391B Orchard Road, #18-08 Ngee Ann City Tower B,
Singapore 238874. The Company is situated in Singapore.
1.2.
The Restructuring Exercise

The Group was formed through the Restructuring Exercise as described in Note 1.2 of
the Audited Combined Financial Statements for the reporting years ended
December 31, 2011, 2012 and 2013 (Appendix A).
The major subsidiaries held by the Company as of the date of this report are as
follows:
Name of subsidiaries and principal activities
(and Independent Auditors)
Country of
Incorporation
Effective percentage
of equity held
31.12.2013 31.03.2014
%

PT Japfa Comfeed Indonesia Tbk (JCI)(b) . . . . . . . . . . . . . . . . . . . . . .
Processing of materials for the manufacture/ production of
animal feed, engaging in breeding, poultry and other farms
and engaging in domestic and international trading
Indonesia
57.5
57.5
Annona Pte Ltd(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore

Import and export of raw materials
100
100
Jupiter Foods Pte Ltd (JFS)(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore

Investment holding
100
100
Japfa India Investments Pte Ltd (JII)(a) . . . . . . . . . . . . . . . . . . . . . . . . . Singapore

Investment holding
100
100
Japfa Vietnam Investments Pte Ltd (JVI)(a) . . . . . . . . . . . . . . . . . . . . Singapore

Investment holding
100
100
Japfa China Investments Pte Ltd(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore

Investment holding
100
100
Japfa Myanmar Investments Pte Ltd (JMI)(a) . . . . . . . . . . . . . . . . . . . Singapore

Investment holding
100
100
B-7

Country of
Incorporation
of equity held
31.12.2013 31.03.2014
%

AustAsia Investment Holdings Pte Ltd (AIH)(b) . . . . . . . . . . . . . . . . . Singapore
Investment holding
(Ernst and Young LLP (EY LLP))
61.9
61.9
57.5
57.5
Comfeed Finance B.V.(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands

Provision of treasury services
(RSM Netherlands B. V.)
57.5
57.5
PT Ciomas Adisatwa(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading, chicken breeding and chicken slaughter house
Indonesia
57.5
57.5
PT Indojaya Agrinusa(b)(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Animal feed manufacturing and chicken breeding
Indonesia
28.8
28.8
PT Santosa Agrindo(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading, cattle breeding and cattle slaughter house
Indonesia
57.5
57.5
PT AustAsia Stockfeed(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading, cattle breeding and animal feed manufacturing
Indonesia
57.5
57.5
India
100
100
India
100
100
Indonesia
100
100
Vietnam
100
100
China
100
100
Indonesia
61.9
61.9
Major subsidiaries held through JCI

PT Suri Tani Pemuka(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Production of shrimp feed, shrimp farming, cold storage and
shrimp hatchery
Major subsidiaries held through JII

Japfa Comfeed India Private Ltd(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Poultry
(Suresh Surana & Associates LLP)
Central India Poultry Breeders Private Limited(b) . . . . . . . . . . . . . . . .
Animal feed production and poultry
(Ashok Patil & Associates)
Major subsidiaries held through JFS
PT So Good Food(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading
Major subsidiaries held through JVI
Japfa Comfeed Vietnam Limited Company(c) . . . . . . . . . . . . . . . . . . . .
Breeding farm and poultry
(RSM DTL Auditing Limited Company)
Major subsidiaries held through Japfa China
Investments Pte. Ltd
Dongying Japfa Beef Co Ltd.(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beef cattle breeding, grass forage production, import and
export of beef cattle and related products
(Shandong Huide Certified Public Accountants)
Major subsidiaries held through AIH
PT Greenfields Indonesia(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(EY LLP)
B-8
Indonesia

Country of
Incorporation
of equity held
31.12.2013 31.03.2014
%
Major subsidiaries held through AIH (continued)

Dongying AustAsia Modern Dairy Farm Co., Ltd(b) . . . . . . . . . . . . . .
(EY LLP)
Taian AustAsia Modern Dairy Farm Co., Ltd(b) . . . . . . . . . . . . . . . . . .
(EY LLP)
China
61.9
61.9
China
61.9
61.9
Xianhe AustAsia Modern Dairy Farm Co., Ltd(b) . . . . . . . . . . . . . . . . .

(EY LLP)
China
61.9
61.9
China
61.9
61.9
85
85
Dongying Shenzhou AustAsia Modern Dairy Farm

Co., Ltd(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(EY LLP)
Major subsidiaries held through JMI
Japfa Comfeed Myanmar Pte Ltd.(b) (incorporated on
August 2, 2013) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing and marketing of animal feed, poultry breeder
farm, hatchery farm and contract farming
(U Tin Win Group)
(a)
(b)
(c)
(d)
Myanmar
Reviewed by RSM Chio Lim LLP, Singapore

Other independent auditors. Reviewed by firms of accountants other than member firms of RSM International of
which RSM Chio Lim LLP in Singapore is a member. Their names are indicated above.
Reviewed by member firms of RSM International of which RSM Chio Lim LLP in Singapore is a member. Their
names are indicated above.
The entity is regarded as a subsidiary as the Group owns, directly or indirectly through subsidiaries, more than
half of the voting power of the entity, and it is able to obtain control through potential voting rights.
There are subsidiaries that have non-controlling interests that are considered material
to the reporting entity and additional disclosures on them (amounts before intercompany eliminations) for the reporting period ended March 31, 2014 are presented
below.
31.03.2014
US$000
Name of the subsidiary: JCI

#1. The profit allocated to NCI of the subsidiary during the reporting period . . . . . . . . . . . .
#2. Accumulated NCI of the subsidiary at the end of the reporting period . . . . . . . . . . . . . . .
#3. The summarized financial information of the subsidiary (not adjusted for the
percentage ownership held by the group and amounts before inter-company
eliminations) is as follows:
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit for the reporting year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating cash flows, increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flows, decrease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-9
2,350
212,762
757,561
533,438
454,075
402,011
485,130
3,724
22,274
14,740
(20,331)
31.03.2014
US$000
Name of the subsidiary: AIH

#1. The profit allocated to NCI of the subsidiary during the reporting period . . . . . . . . . . . .
5,689
#2. Accumulated NCI of the subsidiary at the end of the reporting period . . . . . . . . . . . . . . . 100,599
#3. The summarized financial information of the subsidiary (not adjusted for the
percentage ownership held by the group and amounts before inter-company
eliminations) is as follows:
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92,158
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 306,517
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,020
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,614
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,145
Profit for the reporting year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,510
Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,056
Operating cash flows, decrease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,420)
Net cash flows, increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,468
2.
Summary of Significant Accounting Policies

Accounting Convention
The unaudited interim combined financial statements have been prepared in
accordance with the Singapore Financial Reporting Standard (FRS) 34, Interim
Financial Reporting. The Group has applied the same accounting policies and
methods of computation in the preparation of the financial statements for the current
period as compared with the Combined Financial Statements for the year ended
December 31, 2013 (See Appendix A). The operations are not significantly subject to
seasonality and cyclicality. The adoption of new and revised FRS and Interpretations
to FRS (INT FRS) which are effective from January 1, 2014 did not have any
significant impact on the financial statements.
The interim combined financial statements include the financial statements made up to
the end of the reporting period of the Company and all of its subsidiaries. The interim
combined financial statements are the financial statements of the Group presented as
those of a single economic entity and are prepared using uniform accounting policies
for like transactions and other events in similar circumstances. All significant intragroup
balances and transactions, including profit or loss and other comprehensive income
items and dividends are eliminated on consolidation. The results of any subsidiary
acquired or disposed of during the reporting period are accounted for from the
respective dates of acquisition or up to the date of disposal which is the date on which
effective control is obtained of the acquired business, until that control ceases.
Changes in the Groups ownership interest in a subsidiary that do not result in the loss
of control are accounted for within equity as transactions with owners in their capacity
as owners. The carrying amounts of the Groups and non-controlling interests are
adjusted to reflect the changes in their relative interests in the subsidiary. When the
Group loses control of a subsidiary it derecognizes the assets and liabilities and
related equity components of the former subsidiary. Any gain or loss is recognized in
profit or loss. Any investment retained in the former subsidiary is measured at its fair
value at the date when control is lost and is subsequently accounted as available-forsale financial assets in accordance with FRS 39.
Basis of Preparation of the Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires the management to make estimates and assumptions
B-10
that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from
those estimates. The estimates and assumptions are reviewed on an ongoing basis.
Apart from those involving estimations, management has made judgments in the
process of applying the entitys accounting policies. The areas requiring
managements most difficult, subjective or complex judgments, or areas where
assumptions and estimates are significant to the financial statements, are disclosed at
the end of this footnote, where applicable.
Critical Judgments, Assumptions and Estimation Uncertainties
The critical judgments made in the process of applying the accounting policies that
have the most significant effect on the amounts recognized in the financial statements
and the key assumptions concerning the future, and other key sources of estimation
uncertainty at the end of the reporting year, that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities currently or within
the next reporting year are discussed below. These estimates and assumptions are
periodically monitored to ensure they incorporate all relevant information available at
the date when financial statements are prepared. However, this does not prevent
actual figures differing from estimates.
Fair Value of Biological Assets:
Biological assets are measured at fair value less costs to sell. In determining the fair
value of the biological assets, the fair value of dairy cows, breeding cattle and swine is
determined based on either the market determined prices as at the end of the
reporting year adjusted with reference to the species, age, growing condition, costs
incurred and expected yield to reflect differences in characteristics and/or stages of
growth of the livestock; or the present value of expected net cash flows from the
livestock discounted at a current market-determined rate, when market-determined
prices are unavailable. Any change in the estimates may affect the fair value of the
livestock significantly. The professional valuers and management review the
assumptions and estimates periodically to identify any significant change in the fair
value of the livestock.
Impairment of and Useful Lives of Biological Assets:
The Group assesses annually whether its biological assets that are not measured at
fair value less costs to sell have any indication of impairment. In instances where there
are indicators of impairment, the recoverable amounts of the biological assets will be
determined based on value-in-use calculations. These calculations require the use of
management judgments and estimates. It is impracticable to disclose the extent of the
possible effects. It is reasonably possible, based on existing knowledge, that outcomes
within the next financial year that are different from assumptions could require a
material adjustment to the carrying amount of the balances affected.
The Group reviews the estimated useful lives of breeding chickens at the end of each
reporting year. Where useful lives are less than previously estimated lives, the
amortization charge is increased.
The carrying amount of the specific asset (or class of assets) at the end of the
reporting year/ period affected by these assumptions is disclosed in the note on
biological assets.
Allowance for Doubtful Trade Accounts:
An allowance is made for doubtful trade accounts for estimated losses resulting from
the subsequent inability of the customers to make required payments. If the financial
B-11
conditions of the customers were to deteriorate, resulting in an impairment of their

ability to make payments, additional allowances may be required in future periods. To
the extent that it is feasible impairment and uncollectibility is determined individually for
each item. In cases where that process is not feasible, a collective evaluation of
impairment is performed. At the end of the reporting year/ period, the trade receivables
carrying amount approximates the fair value and the carrying amounts might change
materially within the next reporting year but these changes would not arise from
assumptions or other sources of estimation uncertainty at the end of the reporting
year/ period. The carrying amount is disclosed in the note on trade and other
receivables.
Net Realizable Value of Inventories:
A review is made on inventory for excess inventory and declines in net realizable value
below cost and an allowance is recorded against the inventory balance for any such
declines. The review requires management to consider the future demand for the
products. In any case the realizable value represents the best estimate of the
recoverable amount and is based on the acceptable evidence available at the end of
the reporting year and inherently involves estimates regarding the future expected
realizable value. The usual considerations for determining the amount of allowance or
write-down include ageing analysis, technical assessment and subsequent events. In
general, such an evaluation process requires significant judgment and materially
affects the carrying amount of inventories at the end of the reporting year. Possible
changes in these estimates could result in revisions to the stated value of the
inventories. The carrying amount of inventories at the end of the reporting year/ period
is disclosed in the note on inventories.
Useful Lives of Property, Plant and Equipment:
The estimates for the useful lives and related depreciation charges for property, plant
and equipment, which includes leasehold land, buildings and site facilities, machinery
and equipment, office furniture and fixtures, motor vehicles and assets not in use, are
based on commercial and other factors which could change significantly as a result of
innovations and in response to market conditions. The depreciation charge is
increased where useful lives are less than previously estimated lives, or the carrying
amounts written off or written down for technically obsolete or assets that have been
abandoned. The carrying amount of the specific asset (or class of assets) at the end of
the reporting year/ period affected by the assumption is US$630,742,000 (31.12.2013:
US$586,019,000).
Property, Plant and Equipment:
Property, plant and equipment are stated at carrying value of US$717,901,000 at
March 31, 2014 (31.12.2013: US$652,745,000). An assessment is made for the
reporting year whether there is an indication that the asset may be impaired. If any
such indication exists, an estimate is made of the recoverable amount of the asset.
The recoverable amounts of cash-generating units if applicable is measured based on
value-in-use calculations. It is impracticable to disclose the extent of the possible
effects. It is reasonably possible, based on existing knowledge, that outcomes within
the next reporting year that are different from assumptions could require a material
adjustment to the carrying amount of the balances affected.
Income Taxes:
The Group has exposure to income taxes in a number of jurisdictions, including
Indonesia, China, India, Vietnam, Myanmar and Singapore. Significant judgment is
involved in determining the Group-wide provision for income taxes. There are certain
B-12
transactions and computations for which the ultimate determination is uncertain during
the ordinary course of business. The administration and enforcement of tax laws and
regulations may be subject to uncertainty and a certain degree of discretion by the tax
authorities in these countries. Although the Group believes the amounts recognized for
income and deferred taxes are adequate, these amounts may be insufficient based on
the respective countries tax authorities interpretation and application of these laws
and regulations and the Group may be required to pay more as a result. It is
impracticable to determine the extent of the possible effects of the above, if any, on the
combined financial statements of the Group. The Group recognizes liabilities for
expected tax issues based on estimates of whether additional taxes will be due. Where
the final tax outcome of these matters is different from the amounts that were initially
recognized, such differences will have an impact on the income tax and deferred tax
provisions in the period in which such determination is made.
Deferred Income Taxes:
Management judgment is required in determining the provision for income taxes,
deferred tax assets and liabilities and the extent to which deferred tax assets can be
recognized. A deferred tax asset is recognized if it is probable that sufficient taxable
income will be available in the future against which the temporary differences and
unused tax losses can be utilized. Management also considers future taxable income
and tax planning strategies in assessing whether deferred tax assets should be
recognized in order to reflect changed circumstances as well as tax regulations. As a
result, due to their inherent nature, it is likely that deferred tax calculation relates to
complex fact patterns for which assessments of likelihood are judgmental and not
susceptible to precise determination. The amounts of the deferred tax assets and
deferred tax liabilities at the end of the reporting year/ period are disclosed in Note 13.
Pension and Employee Benefits:
The determination of the Groups obligations and cost for pension and employee
benefits liability is dependent on its selection of certain assumptions used by
independent actuaries in calculating such amounts. Those assumptions include among
others, discount rates, expected rates of return of assets, future annual salary
increases, annual employee turnover rates, disability rates, retirement age and
mortality rates. Actual results that differ from the assumptions are recognized
immediately in profit or loss as and when they occur. While the Group believes that its
assumptions are reasonable and appropriate, significant differences in the Groups
actual experience or significant changes in the assumptions may materially affect its
estimated liabilities for pensionable and employee benefits and net employee benefits
expense. The carrying amount of the estimated liabilities for employee benefits at the
end of the reporting year/ period are disclosed in Note 27.
In determining the appropriate discount rate, management considers the Indonesian
Government Securities Yield Curve (risk free) with the year of expected remaining
working period of the employees.
The mortality rate is based on publicly available mortality tables for the specific country
and is modified accordingly with estimates of mortality improvements. Future salary
increases are based on expected future inflation rates for the specific country.
Determination of Functional Currency:
In determining the functional currencies of the entities in the Group, judgment is
required to determine the currency that mainly influences sales prices of goods and
services and of the country whose competitive forces and regulations mainly
determine the sales prices of its goods and services. The functional currencies of each
B-13
entity is measured based on managements assessment of the economic environment

in which the entity operates and the entitys process of determining sales price.
Environmental Regulations:
Environmental regulations and social practices in some of the countries the Group
regulations could become more stringent in the future and compliance with them may
involve incurring significant costs. This may consequently have an adverse effect on
the Groups operations. Any failure to comply with the laws and regulations could
subject the Group to further liabilities. It is impracticable to disclose the extent of the
possible effects of the above matters on the combined financial statements of the
Group.
3.
Related Party Relationships and Transactions

FRS 24 defines a related party as a person or entity that is related to the reporting
entity and it includes (a) A person or a close member of that persons family if that
person: (i) has control or joint control over the reporting entity; (ii) has significant
influence over the reporting entity; or (iii) is a member of the key management
personnel of the reporting entity or of a parent of the reporting entity. (b) An entity is
related to the reporting entity if any of the following conditions apply: (i) The entity and
the reporting entity are members of the same group. (ii) One entity is an associate or
joint venture of the other entity. (iii) Both entities are joint ventures of the same third
party. (iv) One entity is a joint venture of a third entity and the other entity is an
associate of the third entity. (v) The entity is a post-employment benefit plan for the
benefit of employees of either the reporting entity or an entity related to the reporting
entity. (vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member
of the key management personnel of the entity (or of a parent of the entity).
3.1
Related companies:
The Company is a subsidiary of Rangi Management Limited, incorporated in the British
Virgin Islands. The Companys ultimate parent company is Fusion Investment Holdings
Limited, incorporated in the British Virgin Islands.
There are transactions and arrangements between the reporting entity and members
of the Group and the effects of these on the basis determined between the parties are
stated otherwise.
Intragroup transactions and balances that have been eliminated in these combined
financial statements are not disclosed as related party transactions and balances
below.
3.2
Related parties other than related companies:

There are transactions and arrangements between the reporting entity and related
parties and the effects of these on the basis determined between the parties are
stated otherwise.
B-14
Significant related party transactions:

In addition to the transactions and balances disclosed elsewhere in the notes to the
financial statements, this item includes the following:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rental of premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rental of boat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rendering of services expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
858
1,083
319
57
3,016
3,843
792
807
375
11
3,208
6,054
The related parties are companies associated with the Executive Deputy Chairman, Mr
Handojo Santosa. The transactions were made at prevailing market rates or conducted
on an arms length basis and on substantially the same terms for similar transactions
with unrelated third parties.
3.3
Key management compensation:
Salaries and other short-term employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . .
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
38,066
36,241
The above amounts are included under employee benefits expense. Included in the
above amounts are the following items:
Remuneration of directors and commissioners of the Group . . . . . . . . . . . . . . . .
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
9,404
8,759
Key management personnel of the Group are directors and those persons having
authority and responsibility for planning, directing and controlling the activities of the
Group, directly or indirectly. The above amounts for key management compensation
are for all directors and commissioners.
3.4
Other receivables and payables to related parties:

The trade transactions and the trade receivables and payables balances arising from
sales and purchases of goods and services are disclosed elsewhere in the notes to the
4.
Financial Information by Operating Segments
4A.
Information about Reportable Segment Profit or Loss, Assets and Liabilities

Disclosure of information about operating segments, products and services, the
geographical areas, and the major customers are made as required by FRS 108
Operating Segments. This disclosure standard has no impact on the reported results
or financial position of the Group.
B-15
For management purposes the Group is organized into the following major strategic
operating segments that offer different products and services: (1) animal protein,
(2) dairy and (3) consumer foods. Such a structural organization is determined by the
nature of risks and returns associated with each business segment and defines the
management structure as well as the internal reporting system. It represents the basis
on which the management reports the primary segment information. They are
managed separately because each business requires different strategies.
The segments and the types of products and services are as follows:
The animal protein segment includes production of multiple high-quality animal
proteins, including poultry, swine, beef and aquaculture, as well as high-quality animal
feed, across the Groups target markets.
The dairy segment includes production of premium raw milk in China and Indonesia
and premium downstream milk products such as premium fresh milk, premium UHT
milk and premium cheeses to consumers in Indonesia and other countries in Asia.
The consumer food segment uses the animal protein products that are produced inhouse as raw materials for downstream consumer food segment.
Inter-segment sales are measured on the basis that the entity actually used to price
the transfers. Internal transfer pricing policies of the Group are as far as practicable
based on market prices. The accounting policies of the operating segments are the
same as those described in the summary of significant accounting policies.
The management reporting system evaluates performance based on operating profit
or loss and is measured in the same way as operating profit or loss in the combined
The following tables illustrate the information about the reportable segment profit or
loss, and assets and liabilities.
4B.
Profit or Loss from Continuing Operations and Reconciliations

Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
31.03.2013 (Unaudited)
Revenue by Segment
Total revenue by segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 582,161
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 582,161
28,096
28,096
65,517
65,517
Segment results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,064

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
583
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,799)
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,590)
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(165)
Profit/ (Loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,093
Income tax (expense)/ income . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,844)
Profit/ (Loss) after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,249
700
(1,239)
(1,509)
(16)
(2,064)
(80)
(2,144)
7,837
62,601
257
840
(697) (14,735)
(1,184) (13,283)
(13)
(194)
6,200
35,229
(1,930)
(9,854)
4,270
25,375
B-16
675,774
675,774
4C.
Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
Revenue by Segment
Total revenue by segment . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
592,911
592,911
50,505
50,505
46,676
46,676
690,092
690,092
Segment results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit/ (Loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense)/ income . . . . . . . . . . . . . . . . . . . . . . .
Profit/ (Loss) after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,832
757
(16,667)
(11,526)
(144)
13,252
(4,969)
8,283
17,708
1
(1,460)
(2,128)
(64)
14,057
146
14,203
2,044
252
(1,136)
(1,193)
(29)
(62)
(466)
(528)
60,584
1,010
(19,263)
(14,847)
(237)
27,247
(5,289)
21,958
Assets and Reconciliations

Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
31.12.2013 (Audited)
Segment assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,439,748 358,228
40,602
158
Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
Segment assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,519,699 394,626
53,745
543
4D.
119,596 1,917,572
5,272
46,032
124,868 1,963,604
133,674 2,047,999
6,258
60,546
139,932 2,108,545
Liabilities and Reconciliations
31.12.2013 (Audited)
Segment liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unallocated liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Group liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
976,194 119,886
15,867
3,228
992,061 123,114
Animal
Protein
Dairy
Consumer
Food
Group
US$000
US$000
US$000
US$000
Segment liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,033,749 126,147
Unallocated liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,174
3,108
Total Group liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,052,923 129,255
B-17
150,451 1,246,531
1,045
20,140
151,496 1,266,671
161,103 1,320,999
1,382
23,664
162,485 1,344,663
4E.
Other Material Items and Reconciliations

Animal
Protein
Dairy
Consumer
Food
Group
$000
$000
$000
$000
Capital expenditure:
1.1.2013 to 31.12.2013 (Audited) . . . . . . . . . . . . . . . . . . . . . . . . . 154,592 42,150
1.1.2014 to 31.3.2014 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . 36,080
5,944
15,412 212,154
4,909
46,933
There are no customers with revenue transactions of over 10% of the Group revenue
for the three-month periods ended March 31, 2013 and March 31, 2014.
4F.
Geographical Information
Revenue
01.01.2013 01.01.2014
to
to
31.03.2013 31.03.2014
Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vietnam . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal for all foreign countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Unaudited)
US$000
(Unaudited)
US$000
563,623
64,147
20,368
20,965
3,448
672,551
3,223
675,774
529,337
71,950
39,269
23,006
23,159
686,721
3,371
690,092
Revenues are attributed to countries on the basis of the customers location,

irrespective of the origin of the goods and services.
Non-Current Assets
31.12.2013
31.3.2014
(Audited)
US$000
Indonesia. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vietnam . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal for all foreign countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
523,719
98,921
266,055
13,379
52
902,126
10,647
912,773
(Unaudited)
US$000
582,806
100,683
283,148
13,966
6,132
986,735
10,280
997,015
The non-current assets are analyzed by the geographical area in which the assets are
located. The non-current assets exclude any deferred tax assets.
5.
Revenue
Animal protein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dairy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer food . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-18
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
582,161
28,096
65,517
675,774
592,911
50,505
46,676
690,092
6.
Cost of Sales
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
471,314
44,636
13,013
10,433
490,920
46,082
15,492
12,191
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
840
1,010
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
Gain on disposal of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . .

Rental income from investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in fair value of financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of bad debtstrade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Scrap sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
136
3
(547)
(76)
152
59
(273)
82
10
(4)
(2)
102
73
502
(2)
761
Presented in profit or loss as:

Other Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
350
(623)
(273)
769
(8)
761
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
5,897
5,566
4,403
6,464
6,387
4,557
Raw materials used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Manufacturing overheads . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of breeding chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.
Interest Income
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.
9.
Other Credits and (Other Charges)

Advertising and promotion expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Employee benefits expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Freight charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-19
10.
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
33,973
2,023
36,523
1,981
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
14,735
19,263
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
51,302
2,633
56,030
3,083
53,935
59,113
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
9,634
9,634
4,754
4,754
220
220
9,854
535
535
5,289
Employee benefits expense and related payroll costs . . . . . . . . . . . . . . . . . . . . . . .

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.
Finance Costs
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.
Employee Benefits Expense
Employee benefits expense including directors:

Employee benefits expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Defined benefits post employment expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total employee benefits expense included in cost of sales, marketing
and distribution costs and administrative expenses . . . . . . . . . . . . . . . . . . . . . . .
13.
Income Tax
13A. Components of tax expense recognized in profit or loss include:
Current tax expense:

Current tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax expense:
Deferred tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-20
The income tax in profit or loss varied from the amount of income tax amount
determined by applying the Singapore income tax rate of 17% to profit or loss before
income tax as a result of the following differences:
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35,229
27,247
Income tax expense at the above rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Not deductible items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of different tax rates in different countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets not recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,990
3,400
700
(490)
254
9,854
4,630
610
40
(1,090)
1,099
5,289
Effective rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28.0%
19.4%
There are no income tax consequences of dividends to owners of the Company.

The amount of income tax payable outstanding at the end of the reporting period/year
was US$8,273,000 (2013: US$8,475,000). Such an amount is net of tax advances,
which, according to the tax rules, were paid before the end of the reporting
period/year.
13B. Deferred tax expense (income) recognized in profit or loss includes:
Excess of net book value of plant and equipment over tax values . . . . . . . . .
Fair value of biological assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Losses of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for employee obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax expense (income) recognized in profit or loss . . . . . . . . . . .
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
(827)
(2,120)
(219)
723
2,663
220
202
1,592
(73)
(690)
(496)
535
13C. Deferred tax (income) expense recognized in other comprehensive income

includes:
Remeasurement of the net defined benefits plan . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exchange differences on translating foreign operations . . . . . . . . . . . . . . . . . . . . .
Total deferred income tax (income) expense recognized in other
comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-21
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
1,958
(71)
(2,609)
(576)
1,887
(3,185)
13D. Deferred tax balance in the statement of financial position:
Deferred tax assets (liabilities) are as follows:

Excess of net book value of plant and equipment over tax values . . . . . . . . . .
Fair value of biological assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Losses of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for employee obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
(2,754)
(6,505)
1,663
10,434
714
3,552
(3,176)
(8,097)
1,736
14,555
1,184
6,202
Presented in the statement of financial position as follows:

Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,215
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,663)
3,552
21,592
(15,390)
6,202
It is impracticable to estimate the amount expected to be settled or used within one

year.
A deferred tax asset of approximately US$ Nil (31.12.2013: US$10,572,000) in respect
of unused tax losses and unutilized tax incentives has not been recognized as the
future profit streams are not probable. The realization of the future income tax benefits
from unused tax losses and unutilized tax incentives is available for an unlimited future
period subject to the conditions imposed by law including the retention of majority
shareholders as defined.
A deferred tax liability of approximately US$26,497,000 (31.12.2013: US$21,362,000)
has not been recognized for taxes that would be payable on the undistributed earnings
of the Groups foreign subsidiaries as the Group has determined that these
undistributed earnings will not be distributed in the foreseeable future.
14.
Earnings per Share

The following table illustrates the numerators and denominators used to calculate
basic and diluted earnings per share of no par value:
Numerators: earnings attributable to equity:

Continuing operations: attributable to equity holders . . . . . . . . . . . . . . . . . . . . . . .
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Unaudited)
US$000
17,763
13,586
01.01.2013
to
31.03.2013
01.01.2014
to
31.03.2014
(Unaudited)
000
(Unaudited)
000
Denominators: weighted average number of equity shares . . . . . . . . . . . . . . . . 1,479,471 1,479,471
The weighted average number of equity shares refers to shares in circulation as of the
Latest Practicable Date.
There is no dilution of earnings per share as there are presently no dilutive shares
outstanding as at the end of the reporting year/ period. The denominators used are the
same as those detailed above for both basic and diluted earnings per share.
B-22
B-23
15.
Group
At cost:
At January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Arising from acquisition of subsidiaries. . . . . . . . . . . . . . . . . .
Disposals/ Write-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassifications* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer to asset held for sale (Note 20) . . . . . . . . . . . . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2013 (Audited). . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassifications* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . .
At March 31, 2014 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . .
US$000
Buildings
& site
facilities
472 270,536
450
14,166
66
804
(928)
69,853
(2,841)
(54) (55,476)
934 296,114
231
3,861
(367)
6,384
30
14,700
1,195 320,692
US$000
US$000
123,049
40,111
(18)
(15)
(25,082)
138,045
2,575
(250)
(4)
10,068
150,434
Freehold
land
Leasehold
land
US$000
Office
furniture
& fixtures
284,815
58,722
20,319
9,797
448
2
(3,413)
(1,158)
53,091
251
(49,074) (11,550)
306,186
56,064
3,519
2,998
(199)
(856)
7,957
346
18,030
4,133
335,493
62,685
US$000
Machinery
&
equipment
US$000
Motor
vehicles
83,575
59,414
121,109
6,176
49
(936)
(126,268)
3,584
(12,624) (10,374)
65,792
57,913
32,448
1,301
(354)
(294)
(15,446)
476
3,525
3,697
85,965
63,093
US$000
Construction
in progress
US$000
Total
1,240
881,823
212,128
1,369
(157)
(6,610)
(71)
425
(2,841)
(261) (164,495)
751
921,799
46,933
(2,320)
50
(237)
59
54,242
860 1,020,417
US$000
Assets
not in use
B-24
116,436
126,194
At December 31, 2013 (Audited) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At March 31, 2014 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,195
934
472
247,193
230,925
203,899
66,637
13,880
210
380
(1,165)
92
(638)
(14,207)
65,189
3,845
(10)
(5)
4,480
73,499
US$000
Buildings
& site
facilities
201,325
186,359
157,530
127,285
21,156
367
(2,019)
23
(26,985)
119,827
6,204
(81)
(188)
8,406
134,168
US$000
Machinery
&
equipment
26,889
24,551
25,747
32,975
7,674
1
(883)
(77)
(8,177)
31,513
2,017
(175)
(18)
2,459
35,796
US$000
Office
furniture
& fixtures
Included in the reclassifications are certain assets reclassified from investment properties (Note 16) and other assets (Note 19).
98,902
Net book value:

At January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,147
2,862
(1)
(5,399)
21,609
927
(1)
1,705
24,240
US$000
US$000
Group
Accumulated depreciation:
At January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Arising from acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . .
Impairment for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposals/ Write-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassifications* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer to asset held for sale (Note 20) . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2013 (Audited) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposals/ Write-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassifications* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At March 31, 2014 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Freehold
land
Leasehold
land
85,965
65,792
83,575
US$000
Construction
in progress
28,352
27,064
28,389
31,025
7,682
29
(736)
(6)
(7,145)
30,849
1,807
(215)
(3)
2,303
34,741
US$000
Motor
vehicles
US$000
Total
788
684
1,124
717,901
652,745
599,638
116 282,185
53,254
607
380
(4,804)
(23)
(9)
(638)
(26) (61,939)
67 269,054
14,800
(481)
(215)
5
19,358
72 302,516
US$000
Assets
not in use
Certain items of property, plant and equipment are pledged as security for banking
facilities (Note 28A).
Certain lands are held in trust by employees of the Group.
Certain items are under finance lease agreements (see Note 28B).
The depreciation expense is charged as follows:
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing and distribution costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16.
01.01.2013
to
31.03.2013
01.01.2013
to
31.12.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Audited)
US$000
(Unaudited)
US$000
10,433
767
2,023
13,223
41,694
2,488
9,072
53,254
12,191
628
1,981
14,800
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Investment Properties
At cost:
At beginning of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassifications to property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation and impairment:
Depreciation for the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net book value:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Direct operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,609
26
(13)
(1,812)
6,810
6,810
539
7,349
5,514
209
(1,188)
4,535
4,535
47
360
4,942
3,095
2,275
2,275
2,407
01.01.2013
to
31.12.2013
01.01.2014
to
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
35
263
10
60
The depreciation expense is charged as administrative expenses.

Investment properties are carried at cost less accumulated depreciation at the
statement of financial position date. The fair value of investment properties was not
determined as it is not significantly different from the carrying value.
B-25
17.
Intangible Assets
Goodwill (Note 17A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other intangible assets (Note 17B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
6,549
3,507
10,056
7,002
4,812
11,814
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
17A. Goodwill
Balance at beginning of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Arising from acquisition of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,262
814
(1,527)
6,549
6,549
453
7,002
Goodwill is allocated to cash-generating units for the purpose of impairment testing.

Each of those cash-generating units represents the Groups investment by each
primary reporting segment as follows:31.12.2013 31.03.2014
Animal Protein
(Audited)
US$000
Name of subsidiary:
PT Ciomas Adisatwa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Central India Poultry Breeders Private Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,735
814
6,549
(Unaudited)
US$000
6,187
815
7,002
The goodwill was tested for impairment at the end of the reporting year ended
December 31, 2013 (See Appendix A).
B-26
17B. Other Intangible Assets

Customer
relationships
Formula
and
technology
Noncompete
fees
Computer
software
Total
US$000
US$000
US$000
US$000
US$000
At cost:
At January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31, 2013 (Audited) . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At March 31, 2014 (Unaudited) . . . . . . . . . . . . . . .
Accumulated amortization:
At January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization for the period . . . . . . . . . . . . . . . . . . . .
Net book value:
At January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,275
(112)
3,163
22
3,185
5
5
214
214
7
221
1,667
1,732
(303)
3,096
1,369
240
4,705
4,942
1,946
(415)
6,473
1,374
269
8,116
1,638
533
(62)
2,109
132
15
2,256
1
1
214
214
7
221
115
550
(22)
643
100
83
826
1,753
1,297
(84)
2,966
233
105
3,304
1,637
1,552
3,189
1,054
2,453
3,507
929
3,879
4,812
The amortization expense is charged as administrative expenses.

18.
Biological Assets
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Breeding chickens (Note 18A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,504

Breeding cattle (Note 18B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,039
Breeding swine (Note 18C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,334
Dairy cows (Note 18D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174,314
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
191
286,382
56,473
38,838
33,434
186,717
210
315,672
Presented as:
Biological assets, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,504
Biological assets, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237,878
286,382
56,473
259,199
315,672
B-27
18A. Breeding Chickens:

31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Productive breeding chickens:

Balance at beginning of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,661
Reclassification from unproductive breeding chickens . . . . . . . . . . . . . . . . . . . . . . . 56,646
Purchase of breeding chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales/ mortality of chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,276)
Amortization for the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (57,433)
1,784
Balance at end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,382
Unproductive breeding chickens:
Growing costs for the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,801
Purchase of growing chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,956
Sales/ mortality of chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(179)
Reclassification to productive breeding chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (56,646)
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,910)
Total breeding chickens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,504
27,382
18,817
1,022
(210)
(15,492)
1,509
33,028
21,122
19,093
526
(18,817)
1,521
23,445
56,473
18B. Breeding Cattle:
Productive breeding cattle:

Growing costs for the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification from unproductive breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification from parent to calves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase/ (Decrease) in fair value less estimated point of sale costs . . . . . . .
Sales/ mortality of cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unproductive breeding cattle:
Purchase of breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification to productive breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification from parent to calves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales/ mortality of cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-28
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
17,589
5,033
12,499
2,743
(3,462)
6,027
(7,138)
(2,975)
30,316
30,316
1,092
1,176
1,590
(757)
(1,687)
(1,017)
1,317
32,030
2,568
1,962
3,689
(2,743)
3,462
(1,675)
(540)
6,723
37,039
6,723
645
(1,590)
757
(154)
427
6,808
38,838
18C. Breeding Swine:

31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Productive breeding swine:

Purchase of swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Reclassification from unproductive breeding swine . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,164
(Decrease)/ Increase in fair value less estimated point of sale costs . . . . . . . (5,094)
Sales/ mortality of swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,070)
(184)
Reclassification to inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,639)
Unproductive breeding swine:
4,433
Purchase of swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,192
4,023
Reclassification to productive breeding swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,164)
Sales/ mortality of swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,999)
(68)
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14)
403
Total breeding swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,334
25,931
7,176
1,511
(2,208)
19
32,429
403
1,670
(1,070)
2
1,005
33,434
The amortization expenses of productive breeding chickens are charged as cost of

sales.
In general, the productive lives of the breeding chickens are approximately a year.
Therefore, the fair value of the biological assets is regarded to approximate the
carrying amount of biological assets stated at cost less accumulated amortization and
impairment losses.
Breeding livestock are pledged as security for the bank facilities (Note 28A).
18D. Dairy Cows
A.
Nature of Activities
The quantity of dairy cows owned by the Group at end of the reporting period is shown
below:
Dairy cows
Milkable cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Heifers and calves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
Head
Head
19,658
26,714
46,372
21,022
26,314
47,336
The Group is exposed to fair value risks arising from changes in price of the dairy
products. The Group does not anticipate that the price of the dairy products will decline
significantly in the foreseeable future and management is of the view that there is no
available cost effective derivative or other contracts which the Group can enter into to
manage the risk of a decline in the price of the dairy products.
In general, the heifers are inseminated with semen when heifers reach an age of
approximately 14 months old. After an approximately 9 month pregnancy term, a calf is
born and the dairy cow begins to produce raw milk and the lactation period begins.
B-29
B.
Value of Dairy Cows
The value of dairy cows at end of the reporting period was:

31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Milkable Cows
Sales/ mortality of cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,554)
Reclassification of heifers and calves from unproductive cows . . . . . . . . . . . . . 39,927
Depletion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(560)
Increase in fair value less estimated point of sale costs . . . . . . . . . . . . . . . . . . . . .
1,848
(937)
Heifers and Calves
Purchase of heifers and calves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,102
Sales/ mortality of cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,484)
Reclassification to productive milkable cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,927)
Increase in fair value less estimated point of sale costs . . . . . . . . . . . . . . . . . . . . .
3,492
849
77,563
12,195
(552)
(11,745)
2,120
2,100

Total dairy cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174,314
81,681
186,717
96,751
(1,606)
11,745
485
(2,339)
105,036
The principal valuation assumptions adopted in applying the discounted cash flow
approach are as follows:
Culling Rate
Determined based on the estimated culling rate of the

biological assets in the forecasted years due to natural or
unnatural factors;
Natural Birth Rate
Determined based on the estimated natural birth rate of the

biological assets in the forecasted years;
Discount Rate
Represents the pre-tax discount rate related to the specific

risks of the relevant assets group;
Inflation Rate of the Materials
Determined based on the estimated inflation index in

the raw materials sourcing locations in the forecasted years.
The amounts of the Culling Rates, Natural Birth Rates, Discount Rates and Inflation
Rates of the raw materials are in line with the public information.
Certain dairy cows are pledged as security for general banking facilities granted to the
Group (Note 28A).
The increase/ (decrease) in fair value less estimated point of sale costs for biological
assets are as follows:
Breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Breeding swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dairy cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-30
01.01.2013
to
31.03.2013
01.01.2013
to
31.12.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Audited)
US$000
(Unaudited)
US$000
(2,818)
(350)
(7,440)
(10,608)
6,027
(5,094)
5,340
6,273
(1,687)
1,511
2,605
2,429
18E.
Fair Value Measurement Recognized in the Statement of Financial Position

#A
Fair value hierarchy
Biological assets measured at fair value and their categorization in the fair value
hierarchy are as follows:
Level
Breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Breeding swine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Heifers and calves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Milkable cows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
2
2
3
31.12.2013
31.3.2014
(Audited)
US$000
(Unaudited)
US$000
37,039
26,334
77,563
96,751
237,687
38,838
33,434
81,681
105,036
258,989
Breeding cattle, breeding swine, and heifers and calves:

The Groups breeding cattle, breeding swine, and heifers and calves were
independently valued by Jones Lang LaSalle Sallmanns Limited (Sallmanns), a firm
of independent qualified professional valuers not connected with the Group, who have
appropriate qualifications and recent experiences in valuation of biological assets. The
fair value less costs to sell the breeding swine and cattle and heifers and calves are
determined with reference to the market-determined prices of items with similar age,
breed and genetic merit, if the market-determined prices are available.
Milkable cows:
The Groups milkable cows were independently valued by Jones Lang
LaSalle Sallmanns Limited (Sallmanns), a firm of independent qualified professional
valuers not connected with the Group, who have appropriate qualifications and
recent experiences in valuation of biological assets. Due to the fact that the
market-determined prices of milkable cows are not available, Sallmanns has applied
the discounted cash flow approach to calculate the fair value less costs to sell these
items.
#B
description of the valuation techniques and the significant other observable inputs
used in the fair value measurement are as follows:
Description
Breeding cattle, breeding swine, and

heifers and calves
Valuation techniques
Market comparable approach
B-31
Observable inputs
Market-determined price
#C
description of the valuation techniques and information about the significant
unobservable inputs used in the fair value measurement are as follows:
Description
Fair Value
Valuation
techniques
Significant
unobservable
inputs
Range
US$000
Recurring fair value

measurements
December 31, 2013
(Audited)
Milkable Cows . . . . . . . . . . . . .
Culling rate
10% to 100%
period
March 31, 2014

(Unaudited)
Milkable Cows . . . . . . . . . . . . . 105,036 Income approach
Culling rate
10% to 100%
period
Relationship of significant unobservable inputs to fair value:

Culling rateA significant increase or decrease in the culling rate based on
managements assumptions would result in a significantly lower or higher fair value
measurement.
19.
Other Assets
Current:
Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current:
Deposits to secure services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land use rights (Note 19A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
45,928
9,414
24,268
79,610
70,856
17,069
31,951
119,876
570
2,312
249
6,688
9,819
669
2,291
286
2,448
5,694
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
19A. Land Use Rights

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassifications (to)/ from property, plant and equipment . . . . . . . . . . . . . . . . . .
Amortization for the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
797
47
(403)
(28)
(164)
249
22
(4)
19
249
286
B-32
The land use rights refer to land owned by third parties rented by the Group for its
container yard business in Indonesia. These rights are amortized over the period of the
lease term on the straight line method. The land use rights expire in 2014 to 2018 and
are not transferable.
20.
Asset Held for Sale Under FRS 105

On November 13, 2013, the Group entered into an agreement for the sale of its
leasehold building at 3 Kallang Junction, Singapore 339265. This property, which was
erected on a piece of land of JTC Corporation, requires approval from JTC Corporation
on the transfer of the land lease. The approval was obtained on April 10, 2014.
As at March 31, 2014, the leasehold building of US$2,215,000 (31.12.2013:
US$2,202,543) has been presented in the statement of financial position as Asset held
for sale. The sale of the leasehold building is expected to be completed in July 2014.
This property was pledged to a bank as security for the Groups bank borrowings.
21.
Inventories
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Finished goods and goods for resale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116,875

Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,052
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350,169
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,914
543,010
Inventories are stated after allowance
Movements in allowance:
Charge to profit or loss included in cost of sales and other charges . . . . . . . .
152,378
52,726
291,980
38,783
535,867
146
(17)
129
129
2
9
140
The amount of inventories is included in cost of sales.

Certain inventories are pledged as security for the bank facilities (Note 28A).
22.
Trade and Other Receivables

31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Trade receivables:
Third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,425
Related parties (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159
Less: allowance for impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(524)
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,060
Other receivables:
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,504
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,504
Total trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134,564
Movements in above allowance:
Additions through business combination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charged/ (Reversed) for trade receivables to profit or loss included in
administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bad debts written off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148,170
(478)
147,692
10,187
10,187
157,879
373
69
524
-
188
(36)
(70)
524
(58)
(16)
28
478
Certain trade receivables are pledged as security for the bank facilities (Note 28A).
B-33
23.
Other Financial Assets
Balance is made up of:

#A. Investments at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
#B. Held-to-maturity investments at amortized cost . . . . . . . . . . . . . . . . . . . . . . . . . .
#C. Unquoted investments at cost less allowance for impairment . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
1,905
245
539
2,689
1,913
509
542
2,964
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
23A. Movements in Other Financial Assets

#A.
Investments at Fair Value Through Profit or Loss
Movement during the year/ period:

Fair value at beginning of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in fair value through profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value at end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,243
(1,287)
(51)
1,905
1,905
(4)
12
1,913
The fair value of these securities approximates to current prices in an active market.
#B.
Movement during the year/ periodat amortized cost:

Amortized cost at beginning of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortized cost at end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
#C.
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
209
82
(46)
245
245
243
21
509
Unquoted Investments at Cost Less Allowance for Impairment:
Movement during the year/ period:

Unquoted equity shares at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortized cost at end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
603
(64)
539
539
3
542
23B. Disclosures relating to investments

The information gives a summary of the significant sector concentrations within the
investment portfolio including Level 1, 2 and 3 securities:
#A.
Investments at Fair Value Through Profit or Loss:

Level
A. Quoted equity shares:

Commodities industry
Sri Lanka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total # A. Investments at FVTPL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-34
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
1,905
1,905
1,913
1,913
#B.

Level
B. Held-to-maturity investments:
Medium term notes in corporations with fixed interest at 12.5%,
Indonesiaat cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total # B. Held-to-Maturity Investments at Amortized Cost . . . . . . . . . .
#C.
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
245
245
509
509
Unquoted Investments at Cost Less Allowance for Impairment

Level
C. Unquoted investments at cost less allowance for impairment

Unquoted equity shares, Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total # C. Investments at Cost Less Allowance for Impairment . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
539
539
542
542
These are investments in equity shares or similar instruments. Such instruments are
exposed to both currency risk and market price risk arising from uncertainties about
future values of the investment securities. Sensitivity analysis: The effect on pre-tax
profit is not expected to be significant.
23C. Fair value of financial instruments stated at amortized cost in the statement of
financial position
# B Held-to-maturity investments at amortized cost shown above are

stated at cost. The fair values are:
Medium term notes in corporations with fixed interest at 12.5% . . . . . . . . . . . .
Fair value at end of year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
245
245
509
509
The fair value is a reasonable approximation of the carrying amount due to their short
term nature.
A summary of the maturity dates as at the end of reporting year/ period is as follows:
Within 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total # B. Held-to-Maturity Investments at Amortized Cost . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
245
245
509
509
None of the financial assets measured at amortized cost were reclassified to financial
assets at fair value during the reporting period.
As far as unquoted equity instruments are concerned, in cases where it is not possible
to reliably measure the fair value, such instruments are carried at cost less
accumulated allowance for impairment. Impairment losses recognized in profit or loss
for equity investments are not reversed.
B-35
24.

31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Not restricted in use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221,360

Cash restricted in use and pledged for bank facilities . . . . . . . . . . . . . . . . . . . . . . . .
3,676
Cash at end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225,036
Interest earning balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,975
209,757
4,907
214,664
5,628
The interest rate for the cash on interest earning accounts is insignificant.
24A. Cash and Cash Equivalents in the Statement of Cash Flows:
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Amount as shown above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225,036

Cash pledged for bank facilities (Note 28A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,676)
Cash and cash equivalents for statement of cash flows purposes at end
of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221,360
214,664
(4,907)
209,757
24B. Non-cash Transactions:

The net cash incurred for the purchase of property, plant and equipment is as follows:
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Additions of property, plant and equipment (Note 15) . . . . . . . . . . . . . . . . . . . . . . . . 212,128

Less: acquisitions by means of finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,412)
Add/(less): net movements in liability for purchase of property, plant and
equipment and construction cost payables (Note 30) . . . . . . . . . . . . . . . . . . . . . . (4,083)
Purchase of property, plant and equipment per statement of cash flows . . . 206,633
25.
46,933
2,262
49,195
Share Capital
Number
of shares
issued
Share
capital
000
US$000
Ordinary shares of no par value:

Balance at January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,270
Issues of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,698
Balance at end of the year December 31, 2013 (Audited) and March 31,
2014 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,968
86,279
77,098
163,377
The share capital represents the share capital of the Company prior to the
Restructuring Exercise (Note 1.2).
The ordinary shares of no par value which are fully paid carry no right to fixed income.
The Company is not subject to any externally imposed capital requirements.
Capital Management:
The objectives when managing capital are: to safeguard the reporting entitys ability to
continue as a going concern, so that it can continue to provide returns for owners and
benefits for other stakeholders, and to provide an adequate return to owners by pricing
the sales commensurately with the level of risk. The management sets the amount of
B-36
capital to meet its requirements and the risk taken. There were no changes in the
approach to capital management during the reporting year. The management
manages the capital structure and makes adjustments to it where necessary or
possible in the light of changes in conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital structure, the management
may adjust the amount of dividends paid to owners, return capital to owners, issue
new shares, or sell assets to reduce debt.
The management monitors the capital on the basis of the debt-to-adjusted capital ratio.
This ratio is calculated as net debt/adjusted capital (as shown below). Net debt is
calculated as total borrowings including shareholders loans less cash and cash
equivalents. Adjusted capital comprises all components of equity.
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Net debts:
All current and non-current borrowings including finance leases . . . . . . . . .
978,025
Less cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (225,036)
Net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
752,989
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,065,252
(214,664)
850,588
696,933
763,882
Debt-to-adjusted capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.08 times
1.11 times
The unfavorable change as shown by the increase in the debt-to-adjusted capital ratio
resulted primarily from the increase in new debt.
26.
Reserves
31.12.2013
31.03.2014
(Audited)
US$000
Unaudited)
US$000
Other reserve (Note 26A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,139
Capital reserve (Note 26B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,820
Statutory reserve (Note 26C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,991
Share option reserve (Note 26D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
413
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134,363
Translation reserve (Note 26E) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (106,795)
Balance at end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,568
19,139
119,415
4,991
537
144,082
(81,325)
62,757
26A. Other Reserve

The other reserves relates mainly to revaluation surplus attributed to the initial interest
held in PT Japfa Comfeed Indonesia Tbk.
26B. Capital Reserve
The capital reserve arises from the acquisition of non-controlling interests in a
subsidiary and from the effects of business combination between entities under
common control.
The capital reserve relates to the share capital of the following components which are
assumed to be subsidiaries of the Company with effect from January 1, 2011:
(a)
(b)
(c)
PT AustAsia Food
(d)

B-37
(e)
AustAsia Food (M) Sdn Bhd
(f)
AustAsia Food HK Limited.
In applying merger accounting, financial statement items of the combining entities for
the reporting period in which the common control combination occurs, and for the
comparative period disclosed, are included in the combined financial statements of the
Group as if the combination had occurred from the date when the combining entities
first came under the control of the controlling party or parties. The share capital of the
combining entities have been reclassified to capital reserve in the combined financial
statements of the Group.
26C. Statutory Reserve
In accordance with the Foreign Enterprise Law applicable to the subsidiaries in the
Peoples Republic of China (PRC), the subsidiaries are required to make
appropriation to a statutory reserve. At least 10% of the statutory profits after tax as
determined in accordance with the applicable PRC accounting standards and
regulations must be allocated to a statutory reserve until the cumulative total of the
statutory reserve reaches 50% of the subsidiaries registered capital. Subject to
approval from the relevant PRC authorities, the statutory reserve may be used to offset
any accumulated losses or increase the registered capital of the subsidiary. The
statutory reserve is not available for dividend distribution to shareholders.
26D. Share Option Reserve
Share Option Plan
Under this plan, share options of one of the subsidiaries, AustAsia Investment
Holdings Pte Ltd (AIH), are granted to employees of the PRC subsidiaries of AIH with
four years service. The exercise price of the share options is equal to the market price
of the underlying shares on the date of grant. The share options vest if and when AIHs
initial public offering is completed and the employees fulfill continuous employment of
four years. The share options granted will not vest if the initial public offering is not
completed.
The fair value of the share options is estimated at the grant date using a binominal
option pricing model, taking into account the terms and conditions upon which the
share options were granted. The contractual term of each option granted is ten years.
There are no cash settlement alternatives.
The expenses recognized for employees services received during the year/ period is
shown in the following table:
Expense arising from equity-settled share-based payment transactions . . .
01.01.2013
to
31.12.2013
01.01.2014
to
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
68
124
There were no cancellations or modifications to the awards in 2013 and in the

3 months ended March 31, 2014.
B-38
Movements during the year/ period

The following table illustrates the number and weighted average exercise prices
(WAEP) of, and movements in, share options during the year/ period.
31.12.2013
Number
WAEP
US$
(Audited)
US$000
Outstanding at January 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,205,000

Granted during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 605,000
Forfeited during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (120,000)
Outstanding at December 31,/ March 31, . . . . . . . . . . . . . . . . . . 1,690,000
Exercisable at December 31,/ March 31, . . . . . . . . . . . . . . . . . .
-
31.03.2014
Number
WAEP
US$
(Unaudited)
US$000
1.25 1,690,000
1.35
1.25
1.29 1,690,000
-
1.29
1.29
-
The following tables list the inputs to the models used for the plan for the year/ period
ended December 31, 2013 and March 31, 2014:
31.12.2013
31.03.2014
(Audited)
(Unaudited)
Dividend yield (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Expected volatility (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46.40
46.40
Risk-free interest rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.79
1.79
Expected life of share options (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.09
6.09
Weighted average share price (US$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.84
2.84
Model used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Binominal Binominal
The expected life of the share options is based on historical data and current
expectations and is not necessarily indicative of exercise patterns that may occur. The
expected volatility reflects the assumption that the historical volatility over a period
similar to the life of the options is indicative of future trends, which may not necessarily
be the actual outcome.
26E.
Translation Reserve
The currency translation reserve accumulates all foreign exchange differences.
27.
Provisions
Non-current:
Retirement benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
67,376
87,509
27A. Retirement Benefit Obligations

Defined benefit plan:
The Group operates a defined benefit plan for qualifying employees of its subsidiaries
in Indonesia, in accordance with Indonesian Labor Laws. Amounts are determined
based on years of service and salaries of the employees at the time of the pension.
B-39
The principal actuarial assumptions used for the purpose of the actuarial valuation at
March 31, 2014 were as follows:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.12.2013: 8.9%; 31.03.2014: 8.5%
Withdrawal / resignation rate . . . . . . . . . . . . . . . . . 10% at age of 25 and decreasing linearly up to
age 45
Expected rate of salary increases . . . . . . . . . . . . 31.12.2013: 9.0%; 31.03.2014: 9.5%
Expected rate of mortality rate . . . . . . . . . . . . . . . Based on Commissioners Standard Ordinary
(CSO) 1980
The assumptions relating to longevity used to compute the defined benefit obligation
liabilities are based on published mortality tables commonly used by the actuarial
profession in each territory concerned.
The cost of providing post-employment benefits was calculated by an independent
actuary, PT Dayamandiri Dharmakonsilindo and detailed in its actuarial valuation
report, dated March 28, 2014.
Movements of the defined benefit post-employment provision recognized in statement
of financial position are as follows:
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000

Additions through business combination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Net benefit expense recognized in profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,138
Remeasurement (gain)/ loss included in other comprehensive income . . . . (9,136)
Payments for the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,316)
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,852)
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,264
67,376
3,083
12,087
(456)
5,419
87,509
The remeasurement (gain)/ loss of net defined benefits plan is presented in other
comprehensive income as follows:
Remeasurement (gain)/ loss as above . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Remeasurement of the net defined benefits plan, Net of tax . . .
B-40
01.01.2013
to
31.03.2013
01.01.2013
to
31.12.2013
01.01.2014
to
31.03.2014
(Unaudited)
US$000
(Audited)
US$000
(Unaudited)
US$000
(9,190)
1,958
(7,232)
(9,136)
1,979
(7,157)
12,087
(2,609)
9,478
28.
Other Financial Liabilities
Non-current:
Bank loans (Note 28A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank loans (Note 28A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance leases (Note 28B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bonds payable (Note 28D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current, total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current:
Bank loans (Note 28A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank loans (Note 28A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance leases (Note 28B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders loans payable (Note 28C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current, total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
125,547
158,493
2,383
1,137
339,681
468,748
4,745
1,028
351,869
516,135
448,832
459,212
6,716
15,734
1,359
1,178
52,370
72,993
509,277
549,117
978,025 1,065,252
The non-current portion is repayable as follows:

Due within 2-5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 445,291
After 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,457
The range of fixed interest rates paid were as follows:

Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bonds payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
492,820
23,315
31.12.2013
31.03.2014
(Audited)
%
(Unaudited)
%
10.5
6 9.9
7.5 8.5
5 11
6 9.9
4.4 16
The range of floating interest rates paid were as follows:

Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.24 14.5
2.35 14
28A. Bank Loans

The bank loans are secured by property, plant and equipment, share certificates of
certain subsidiaries, receivables, inventories, biological assets and corporate
guarantees of subsidiaries. The bank loans will be repayable over the next one to six
years between 2013 and 2018.
The above loans are for working capital purposes and repayment of restructured
debts. The loan agreements generally include covenants that require the maintenance
of certain financial ratios. Any non-compliance with these covenants will result in these
loans becoming repayable upon service of notice of default of the lenders.
The total bank loans (secured) of US$617,705,000 (31.12.2013: US$574,379,000) are
at floating rates of interest. The fair value (Level 2) is a reasonable approximation of
the carrying amount due to their short term nature for the current amounts. For the
non-current amounts, these are floating rate instruments that are frequently re-priced
to market interest rates.
As at the end of the reporting year/ period, there were no breaches of financial
covenants.
B-41
28B. Finance Leases
31.12.2013 (Audited)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum
payments
Finance
charges
Present
value
US$000
US$000
US$000
1,458
1,193
2,651
(99)
(56)
(155)
1,359
1,137
2,496
Minimum
payments
Finance
charges
Present
value
US$000
US$000
US$000
(83)
(49)
(132)
1,178
1,028
2,206
1,261
1,077
2,338
There are leases for certain of the Groups plant and equipment. The average lease
term is 3 to 7 years. The fixed rate of interest for finance leases is about 4.7% to 16%.
All leases are on a fixed repayment basis and no arrangements have been entered
into for contingent rental payments. The obligations under finance leases are secured
by the lessors charge over the leased assets.
The carrying amount of the lease liabilities is not significantly different from the fair
value.
28C. Shareholders Loans Payable
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Movements during the year/ period:

Balance at beginning of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,977
Additions at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,079
Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (107,912)
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,774)
Balance at end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52,370
52,370
20,150
473
72,993
The agreements for the loans provide that they are unsecured, with zero rate of
interest and are repayable on demand. The fair value (Level 2) of the loans is not
significantly different from the carrying value.
28D. Bonds Payable
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Bond Payable A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102,373

Bond Payable B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,476
Bond Payable C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224,609
Less: unamortized transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,777)
Bond payable at amortized cost at end of the year/ period . . . . . . . . . . . . . . . . . . 339,681
B-42
110,473
22,095
226,770
(7,469)
351,869
Bonds Payable A and B

In January 2012 and February 2012, the subsidiary, PT Japfa Comfeed Indonesia Tbk
issued bonds denominated in Rupiah with a nominal value of Rp 1,250 billion and
Rp 250 billion respectively. The bonds have a fixed interest rate of 9.9% per annum
and are listed on the Indonesian Stock Exchange, with amongst others, the following
terms:
(a)
Repayable in January 2017.
(b)
Interest will be payable quarterly.
Bond Payable C
In May 2013, the subsidiary, Comfeed Finance B.V, issued US$225,000,000, 6%
senior notes trade on the Singapore Stock Exchange, with amongst others, the
following terms:
(a)
Repayable in May 2018.
(b)
Interest will be payable semi-annually.
(c)
Guaranteed by the parent company of the subsidiary, PT Japfa Comfeed

Indonesia Tbk and certain subsidiaries under PT Japfa Comfeed Indonesia
Tbk.
Effective Interest Rates:
Bond Payable A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bond Payable B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bond Payable C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
7.31.03.2014
(Audited)
%
(Unaudited)
%
10.12
10.12
6.98
10.12
10.12
6.98
Fair value of financial instruments stated at amortized cost in the statement of

financial position
Level
Bond Payable A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bond Payable B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bond Payable C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29.
1
1
1
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
102,148
20,426
209,041
331,615
110,197
22,247
219,927
352,371
Other Liabilities
Advances received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government grants (Note 29A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Presented as:
Other liabilities, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-43
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
9,175
1,153
10,328
6,639
1,202
7,841
9,254
1,074
10,328
6,737
1,104
7,841
29A. Government Grants

Received during the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Released during the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Presented as:
Government grants, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government grants, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
680
551
(238)
160
1,153
1,153
121
(58)
(14)
1,202
79
1,074
1,153
98
1,104
1,202
Government grants have been received for the construction of certain items of
property, plant and equipment. There are no unfulfilled conditions or contingencies
attached to these grants.
30.
Trade and Other Payables
Non-Current:
Other payables:
Liability for purchase of plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total trade and other payables, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
636
636
Current:
Trade payables:
Related parties (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,552
Third parties and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,490
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128,042
Other payables:
Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,992
Construction cost payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,866
Liability for purchase of plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,268
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,126
Total trade and other payables, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190,168
649
649
909
98,150
99,059
50,831
9,421
438
60,690
159,749
Liabilities for purchase of plant and equipment pertain to outstanding balances in

relation to the purchase of machineries and equipment.
Construction cost payables pertain to progressive billings from suppliers for the
construction of building offices, infrastructure and cowsheds.
31.
Acquisition of Subsidiaries
On December 19, 2013, the Group acquired 100% of the share capital in Central India
Poultry Breeders Private Limited (CIPB), a company incorporated in India for a
purchase consideration of US$1,050,000. From that date, the Group gained control
and CIPB became a subsidiary. The principal activities of CIPB are of poultry and
animal feed production. The transaction was accounted for by the acquisition method
of accounting.
B-44
31.12.2013
Before
combination
At fair values
US$000
Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and Other Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Tax Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and Other Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill (Note 17A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
762
6
6
20
10
(26)
(542)
236
Purchase consideration paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: cash taken over . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash outflow on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$000
762
6
6
20
10
(26)
(542)
814
1,050
1,050
(10)
1,040
Group
From date of
acquisition in
For the reporting
2013
year 2013
US$000
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Profit/ (Loss) before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32.
US$000
98
(92)
Financial Instruments: Information on Financial Risks
32A. Classification of Financial Assets and Liabilities

The following table summarizes the carrying amount of financial assets and liabilities
recorded at the end of the reporting year/ period by FRS 39 categories:
Financial assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial assets at fair value through profit or loss . . . . . . . . . . . . . . . . . . .
Held-to-maturity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unquoted investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
225,036
134,564
1,905
245
539
362,289
214,664
157,879
1,913
509
542
375,507
Borrowings at amortized cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 978,025 1,065,252
Trade and other payables at amortized cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190,804
160,398
At end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,168,289 1,225,650
Further quantitative disclosures are included throughout these financial statements.
B-45
32B. Financial Risk Management

The main purpose for holding or issuing financial instruments is to raise and manage
the finances for the entitys operating, investing and financing activities. The main risks
arising from the entitys financial instruments are credit risk, interest risk, liquidity risk,
foreign currency risk and market price risk comprising interest rate and currency risk
exposures. Management has certain practices for the management of financial risks.
The guidelines set up the short and long term objectives and action to be taken in
order to manage the financial risks. The guidelines include the following:
1.
Minimize interest rate, currency, credit and market risk for all kinds of
transactions.
2.
Maximize the use of natural hedge: favoring as much as possible the natural
off-setting of sales and costs and payables and receivables denominated in the
same currency and therefore put in place hedging strategies only for the excess
balance. The same strategy is pursued with regard to interest rate risk.
3.
Enter into derivatives or any other similar instruments solely for hedging
purposes.
4.
All financial risk management activities are carried out and monitored at central
level.
5.
All financial risk management activities are carried out following good market
practices.
6.
May consider investing in shares or similar instruments.
The main risk arising from the Groups biological assets is business risk. The Group
has institutionalized a comprehensive health management and quarantine system for
all its operations to ensure a consistently high standard of good healthcare
management and hygiene for its breeding livestock and dairy cows.
32C. Fair Values of Financial Instruments
The analyses of financial instruments that are measured subsequent to initial
recognition at fair value, grouped into Levels 1 to 3 are disclosed in the relevant notes
to the financial statements. These include both the significant financial instruments
stated at amortized cost and at fair value in the statement of financial position. The
carrying values of current financial instruments approximate their fair values due to the
short-term maturity of these instruments and the disclosures of fair value are not made
when the carrying amount of current financial instruments is a reasonable
approximation of the fair value.
32D. Credit Risk on Financial Assets
Financial assets that are potentially subject to concentrations of credit risk and failures
by counterparties to discharge their obligations in full or in a timely manner consist
principally of cash balances with banks, cash equivalents, receivables and certain
other financial assets. The maximum exposure to credit risk is: the total of the fair
value of the financial assets; the maximum amount the entity could have to pay if the
guarantee is called on; and the full amount of any payable commitments at the end of
the reporting year. Credit risk on cash balances with banks and any other financial
instruments is limited because the counter-parties are entities with acceptable credit
ratings. Credit risk on other financial assets is limited because the other parties are
entities with acceptable credit ratings. For credit risk on receivables an ongoing credit
evaluation is performed on the financial condition of the debtors and a loss from
B-46
impairment is recognized in profit or loss. The exposure to credit risk with customers is
controlled by setting limits on the exposure to individual customers and these are
disseminated to the relevant persons concerned and compliance is monitored by
management. There is no significant concentration of credit risk on receivables, as the
exposure is spread over a large number of counter-parties and customers unless
otherwise disclosed in the notes to the financial statements below.
Note 24 disclose the maturity of the cash and cash equivalents balances.
As part of the process of setting customer credit limits, different credit terms are used.
The average credit period generally granted to trade receivable customers is about
7 60 days (31.12.2013: 7 60 days). But some customers take a longer period to
settle the amounts.
(a)
Ageing analysis of the age of trade receivable amounts that are past due as at
the end of reporting year/ period but not impaired:
Trade receivables:
Less than 60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61 to 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91 to 120 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Over 120 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(b)
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
33,529
2,789
3,568
3,972
43,858
47,776
1,825
1,248
4,408
55,257
Ageing analysis as at the end of reporting year/ period of trade receivable

amounts that are impaired:
Trade receivables:
Less than 60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61 to 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91 to 120 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Over 120 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
132
33
359
524
478
478
The allowance which is disclosed in the note on trade receivables is based on

individual accounts totalling US$478,000 (31.12.2013: US$524,000) that are
determined to be impaired at the end of the reporting year/ period. These are not
secured.
Other receivables are normally with no fixed terms and therefore there is no maturity.
Concentration of trade receivables customers as at the end of the reporting year/
period:
Top 1 customer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Top 2 customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Top 3 customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
3,560
6,658
8,903
7,833
12,561
17,239
Quoted and unquoted equity shares in corporations have no fixed maturity dates.
B-47
32E.
Liquidity RiskFinancial Liabilities Maturity Analysis

The following table analyses the non-derivative financial liabilities by remaining
contractual maturity (contractual and undiscounted cash flows):
Less than
1 year
25
years
Over
5 years
Total
US$000
US$000
US$000
US$000
31.12.2013 (Audited):
1,458
1,193
636
At end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 734,234 551,424
28,392 1,120,595
2,651
190,804
28,392 1,314,050
Less than
1 year
25
years
Over
5 years
Total
US$000
US$000
US$000
US$000
31.3.2014 (Unaudited):
1,261
1,077
649
At end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 748,141 593,470
26,203 1,205,078
2,338
160,398
26,203 1,367,814
The above amounts disclosed in the maturity analysis are the contractual
undiscounted cash flows and such undiscounted cash flows differ from the amount
included in the statement of financial position. When the counterparty has a choice of
when an amount is paid, the liability is included on the basis of the earliest date on
which it can be required to pay.
The liquidity risk refers to the difficulty in meeting obligations associated with financial
liabilities that are settled by delivering cash or another financial asset. It is expected
that all the liabilities will be paid at their contractual maturity. In order to meet such
cash commitments the operating activity is expected to generate sufficient cash
inflows.
Bank facilities:
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Undrawn borrowing facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238,375
266,175
The undrawn borrowing facilities are available for operating activities and to settle
other commitments. Borrowing facilities are maintained to ensure funds are available
for the operations. A monthly schedule showing the maturity of financial liabilities and
unused bank facilities is provided to management to assist them in monitoring the
liquidity risk.
32F.
Interest Rate Risk

The interest rate risk exposure is mainly from changes in fixed and floating interest
rates. The interest rates are disclosed in the respective notes to the financial
statements.
B-48
The following table analyses the breakdown of the significant financial instruments by
type of interest rate:
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Fixed rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 351,276
Floating rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 574,379
Total at end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 925,655
Financial assets:
Fixed rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total at end of the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,975
5,975
374,554
617,705
992,259
5,628
5,628
The floating rate debt obligations are with interest rates that are re-set regularly at one,
three or six month intervals.
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
A hypothetical increase in interest rates by 50 basis points would have an

adverse effect on profit before tax of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,872)
A hypothetical increase in interest rates by 100 basis points would have
an adverse effect on profit before tax of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,744)
(3,085)
(6,170)
(9,255)
(12,340)
The analysis has been performed separately for fixed interest rate and floating interest
rate financial instruments. The impact of a change in interest rates on fixed interest
rate financial instruments has been assessed in terms of changing of their fair value.
The impact of a change in interest rates on floating interest rate financial instruments
has been assessed in terms of changing of their cash flows and therefore in terms of
the impact on net expenses. The hypothetical changes in basis points are not based
on observable market data (unobservable inputs).
32G. Foreign Currency Risks
Analysis of amounts denominated in non-functional currency:
31.12.2013 (Audited)
Financial assets:
Cash and cash equivalents . . . . . . . . . . . . . .
Trade and other receivables . . . . . . . . . . . . .
Other financial assets . . . . . . . . . . . . . . . . . . . .
Total financial assets . . . . . . . . . . . . . . . . . . . . .
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and other payables . . . . . . . . . . . . . . .
Total financial liabilities . . . . . . . . . . . . . . . . . .
Net financial assets/ (liabilities) at end
of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Singapore
Dollar
US
Dollar
Sri Lankan
Rupee
Australia
Dollar
Total
US$000
US$000
US$000
US$000
US$000
606
18
539
1,163
134,635
2,478
137,113
126
1,905
2,031
3
3
135,370
2,496
2,444
140,310
1,557
1,557
400,732
11,922
412,654
18,099
105
18,204
418,831
13,584
432,415
(394)
(275,541)
2,031 (18,201)
(292,105)
B-49
Financial assets:
Cash and cash equivalents . . . . . . . . . . . . . .
Trade and other receivables . . . . . . . . . . . . .
Other financial assets . . . . . . . . . . . . . . . . . . . .
Total financial assets . . . . . . . . . . . . . . . . . . . . .
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade and other payables . . . . . . . . . . . . . . .
Total financial liabilities . . . . . . . . . . . . . . . . . .
Net financial assets/ (liabilities) at end
of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Singapore
Dollar
US
Dollar
Sri Lankan
Rupee
Australia
Dollar
Total
US$000
US$000
US$000
US$000
US$000
523
15
542
1,080
160,371
1,271
161,642
125
1,913
2,038
19
19
161,038
1,286
2,455
164,779
321
321
420,568
54,897
475,465
19,598
14
19,612
440,166
55,232
495,398
2,038 (19,593)
(330,619)
759 (313,823)
There is exposure to foreign currency risk as part of its normal business.

A hypothetical 10% strengthening in the exchange rate of the functional

currency against US$ with all other variables held constant would have
a favorable effect on profit before tax of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A hypothetical 10% strengthening in the exchange rate of the functional
currency against all other currencies with all other variables held
constant would have a favorable effect on profit before tax of . . . . . . . . . . . .
1.1.2013
to
31.12.2013
1.1.2014
to
31.03.2014
US$000
US$000
27,554
7,846
1,656
420
The hypothetical changes in exchange rates are not based on observable market data
(unobservable inputs). The sensitivity analysis is disclosed for each currency to which
the entity has significant exposure. The analysis above has been carried out on the
basis there are no hedged transactions.
32H. Commodity Risks
Commodity risk is the risk of fluctuations in the price of raw material feed production
such as corn and soybean, which are commodities. Managements policies to mitigate
this risk are to use a formula that allows the use of raw material substitutes for the raw
materials commodities without reducing the quality of the products, and the transfer of
price increases to customers.
Besides the Group is continuously overseeing the optimal inventory level by entering in
a purchase agreement when there are cheaper prices with reference to the production
plan and materials requirements.
33.
Capital Commitments
Estimated amounts committed at the end of the reporting year/period for future capital
expenditure but not recognized in the financial statements are as follows:
Commitments to purchase property, plant and equipment . . . . . . . . . . . . . . . . . . .

Construction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-50
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
6,371
6,991
7,107
2,689
34.
Operating Lease Payment Commitments

At the end of the reporting year/period the total of future minimum lease payment
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Later than one year but not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
More than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,680
5,178
66,444
4,281
5,002
63,110
Rental expense for the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,749
1,253
Operating lease payments are for rentals payable mainly for certain lands in China. The lease
rental terms are for an average of 40 years and rentals are subject to an escalation clause.
35.
Operating Lease Income Commitments

At the end of the reporting year/period the total of future minimum lease income
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Not later than one year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Later than one year but not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
-
45
-
Rental income for the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
10
31.12.2013
31.03.2014
(Audited)
US$000
(Unaudited)
US$000
Operating lease income is for rentals receivable for investment properties.

36.
Contingent Liabilities
Claims against the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37.
561
644
Events after the End of the Reporting Period

Please refer to the Audited Combined Financial Statements for the reporting years
ended December 31, 2011, 2012 and 2013 (Appendix A).
38.
Changes and Adoption of Financial Reporting Standards

For the current reporting period the following new or revised Singapore Financial
Reporting Standards were adopted. The new or revised standards did not require any
modification of the measurement methods or the presentation in the financial statements.
FRS No.
Title
FRS 27
FRS 27
FRS 28
FRS 36
Consolidated and Separate Financial Statements (Amendments to)

Separate Financial Statements (Revised)
Investments in Associates and Joint Ventures (Revised)
Amendments to FRS 36: Recoverable Amount Disclosures for Non-Financial
Assets (relating to goodwill)
Amendments to FRS 39: Novation of Derivatives and Continuation of Hedge
Accounting(*)
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Amendments to FRS 110, FRS 111 and FRS 112
Levies(*)
FRS 32
FRS 110
FRS 111
FRS 112
FRS 110
INT FRS 121
(*)
Not relevant to the entity.
B-51
39.
Future Changes in Financial Reporting Standards

The following new or revised Singapore Financial Reporting Standards that have been
issued will be effective in future. The transfer to the new or revised standards from the
effective dates is not expected to result in material adjustments to the financial
position, results of operations, or cash flows for the following year.
FRS No.
Title
FRS 19
Amendments to FRS 19: Defined Benefits Plans: Employee

Contributions
Amendment to FRS 16 Property, Plant and Equipment (Annual
Improvements)
Amendment to FRS 24 Related Party Disclosures (Annual
Improvements)
Amendment to FRS 38 Intangible Assets (Annual
Improvements)
Amendment to FRS 40 Investment Property (Annual
Improvements)
Amendment to FRS 102 Share-based Payment (Annual
Improvements)
Amendment to FRS 103 Business Combinations (Annual
Improvements)
Amendment to FRS 108 Operating Segments (Annual
Improvements)
Amendment to FRS 113 Fair Value Measurement (Annual
Improvements)
FRS 16
FRS 24
FRS 38
FRS 40
FRS 102
FRS 103
FRS 108
FRS 113
40.
Effective date for

periods beginning
on or after
1 July 2014
1 July 2014
1 July 2014
1 July 2014
1 July 2014
1 July 2014
1 July 2014
1 July 2014
1 July 2014
Approval of Financial Statements

The combined financial statements were approved and authorized for issue by the
Board of Directors on August 7, 2014.
B-52
APPENDIX CREGULATION
SUMMARY OF RELEVANT INDONESIAN LAWS AND REGULATIONS
Animal Feed Production Industry
Regulation of the Indonesian animal feed production industry falls within the jurisdiction of the
Directorate General of the Agriculture and Chemical Industry. All industrial activities are
regulated by Industrial Law No. 3 of 2014 (Law No. 3/2014). All industrial businesses,
including the animal feed production industry, must obtain an Industrial Business License
which is issued by the Industry and Trade Department at the regency or municipality level,
and the license shall remain valid for as long as the company carries on its industrial
activities. Industrial licenses are regulated pursuant to Government Regulation on Industrial
Business License No. 13 of 1995 (Government Regulation No. 13/1995).
Environmental licenses are considered to be an important requirement in conducting
industrial business within Indonesia. A company which carries on animal feed production
activities must prepare an Environmental Monitoring Efforts Report or an Environmental
Management Efforts Report, as a prerequisite to an application for an Industrial Business
License. The objective of environmental licenses is to ensure that industry activities are not
conducted in a manner that may be harmful to the environment.
Companies that are engaged in production of animal feed must comply with provisions set out
in Ministry of Agriculture Decree Number 240/Kpts.OT.210/4/2003 on Guidance on Animal
Feed Production (Decree of 240/2003), as well as Minister of Agriculture Regulation
No. 65/Permentan/OT.140/9/2007 on Guidance on the Supervision of Animal Feed Quality
(Regulation No. 65/2007), and Minister of Agriculture Regulation Number 19/Permentan/
OT.140/4/2009 onStock Feed Registration Procedures and Requirements (Regulation
No. 19/2009). Under Regulation No. 19/2009, animal feed which is manufactured for the
purpose of sale and distribution must comply with certain quality standards and minimum
technical requirements, and it is therefore necessary to register animal feed production
operations with the Director General of Farm Production. After completing registration, the
company is required to submit an application to the Head of Livestock Agency, following
which an examination will be carried out to assess the quality of the animal feed which the
company produces. Provided that the feed complies with the relevant quality requirements,
the company will receive confirmation that the feed has passed the examination process and
the will be granted an Animal Feed Quality Certificate by the Animal Feed Quality
Examination Center under the Ministry of Agriculture or private accredited Animal Feed
Quality Examination Center. Before the animal feed can be produced and distributed for sale,
the feed must be registered with the Director General of Farm Production under the Ministry
of Agriculture.
Poultry and Cow Breeding and Farming
The poultry and cow breeding and farming industry is regulated by specific laws and
regulations relating to the importation of animals and, in particular, importation of certain
breeds, as well as separate laws and regulations in relation to poultry and cow farming and
breeding.
Under Government Regulation No. 16/1977, poultry husbandry in Indonesia is classified
according to four sub-categories, namely: (i) laying pullet husbandry; (ii) broiler husbandry;
(iii) final stock husbandry; and (iv) other poultry husbandry. Cow husbandry is classified into
two categories, namely (i) beef cattle husbandry; and (ii) dairy cow husbandry.
Generally, the main laws and regulations that govern farming activities in Indonesia are Law
No. 18 of 2009 on Animal Husbandry and Health (Law No. 18/2009) and the implementing
regulations that were issued prior to the enactment of Law No. 18/2009 such as Government
C-1
Regulation No. 16 of 1977 on Farm Business (Government Regulation No. 16/1977) and
Minister of Agriculture Decree Number 404/KPTS/OT.210/6/2002 on the Guidance of
Licensing and Registration of Farm Businesses (Minister Decree No. 404/2002), which
remain valid as long as they are not in conflict with Law No. 18/2009.
Under Law No. 18/2009, every farm must obtain a Farm Business License to conduct farming
activities above certain scale. Farms under such scale will be granted a Farm Registration
Certificate by the local regent/mayor in the area where the farm is located. The
aforementioned Farm Business License may be granted once a company has obtained inprinciple approval for its farming activities.
Further, Minister Decree No. 404/2002 stipulates that (i) farms with more than 10,000 laying
pullet stocks are required to obtain a Farm Business License while farms with 10,000 laying
pullet stocks are required to obtain a Farm Registration Certificate; (ii) farms with more than
15,000 broiler stocks/cycle are required to obtain a Farm Business License while farms with
15,000 broiler stocks/cycle are required to obtain a Farm Registration Certificate; and
(iii) farms with more than 100 cows are required to obtain a Farm Business License while
farms with 100 cows are required to obtain a Farm Registration Certificate.
Principal Approval
Under Minister Decree No. 404/2002, a company must apply to the local regent/mayor for
principal approval prior to obtaining a Farm Business License. The principal approval is
granted to enable Farm Business License applicants to start administrative and physical
preparation activities in relation to, among other things, their location permits, building
permits, expatriate permits, installation permits and other permits required by the prevailing
laws and regulations. The principal approval is valid for one year and may be extended once
for another one year term.
Farm Business License
The Farm Business License is issued by the local regent/mayor and is granted to a company
that has obtained principle approval and is ready to conduct production activities. The Farm
Business License is valid as long as the license holder conducts its farm business activities
and may be revoked if the license holder:
a.
does not conduct business activities within the 3 months after the issuance of the Farm
Business License or ceases its activities for one year;
b.
moves the farm location without prior consent from the license issuer;
c.
expands its farm business without obtaining a Business Expansion License;
d.
does not submit a farm business report to the relevant authority three consecutive
time;
e.
transfers the license to another party without prior notification to the license issuer;
f.
returns the license to the license issuer;
g.
does not conduct infectious animal disease prevention and eradication and work safety
procedures in accordance with the prevailing laws and regulations.
Business Expansion License

A company may expand its Farm Business License by obtaining a Business Expansion
License. The approval of the Business Expansion License is not required for farm companies
that extend and/or expand their business by less than 30% of the number of animals allowed
under their license.
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Local regulations also have an important role in regulating farm businesses, particularly in
relation to poultry husbandry businesses. Some local governments may require farm
businesses to obtain an Avian Influenza-Free Certificate, particularly in local areas which are
at a risk of an Avian Influenza outbreak. Typically, local services (including the Livestock
Agency at Regency or City level) will conduct Avian Influenza examinations of local
husbandry sites. For more information, see Regulations relating to the prevention and
control of Avian Influenza.
Health issues are considered to be important in relation to poultry importation activities.
Poultry which is imported to Indonesia must be guaranteed as being free from any kind of
disease that may harm humans and other animals in Indonesia or which may be harmful to
the environment generally. In order to avoid the spread of any animal disease in Indonesia, all
animals which are imported are subjected to quarantine procedures before being granted an
entry permit to Indonesia. The purpose of these quarantine procedures is to ensure the health
of all animals being imported, given the potential significance of a spread of disease. Such
quarantine procedures may include examination of individual animals, isolation, observation,
treatment, confiscation, rejection, destruction or release, depending upon the outcome of a
veterinary examination.
Indonesia has a number of laws and regulations governing quarantine requirements and
procedures which include, among others, Law No. 16 of 1992 on Animal, Fish and Plant
Quarantine, Government Regulation No. 82 of 2000 on Animal Quarantine, and the Minister
of Agriculture Decree No. 422/Kpts/LB.720/6/1988, as amended by the Decree of Minister of
Agriculture No. 212/Kpts/LB.720/4/2001 on Animal Quarantine Regulation.
In order to guarantee the health of all imported animals, a health certificate is required to be
granted by the country of origin and the transit country, and such a health certificate must be
submitted for verification at designated entry locations. Imported animals that are quarantined
will be examined by quarantine veterinarians, and animals that are confirmed as being free
from disease may be released from quarantine and are permitted to enter Indonesia.
According to Indonesian laws and regulations, a number of documents are required for animal
importation including, among others, (i) a Certificate of Animal Health and Certificate of Origin
(both of which are granted by the country of origin), as set out in the Minister of Agriculture
Decree No. 07/Permentan/OT.140/1/2008 on Requirement and Procedure of Livestock
Semen, Seed and Cattle Import, (ii) a Temporary Animal Quarantine Permit (in order to put
the imported animals into quarantine) issued by the Quarantine Body under the Directorate
General of Livestock and (iii) an Entering Permission Letter, confirming authorization for the
animal(s) to enter Indonesia, as well as (iv) a Release Certificate issued by the veterinarian
under the Quarantine Body, Directorate General of Livestock which declares that such
animal(s) may be released from quarantine when certified to be healthy and free of disease.
Aquaculture
The key Indonesian aquaculture laws and regulations include, among others, Law No. 31 of
2004 on Fisheries, as amended by Law No. 45 of 2009, on Fisheries, Decree of Minister of
Marine and Fisheries No. KEP.02/MEN/2007 on Good Aquaculture Practices (Decree
No. 02/2007), Decree of the Minister of Marine and Fisheries Number KEP.01/MEN/2007 on
Requirements on System Quality and Safety of Fisheries Products on Production, Processing
and Distribution Process (Decree No. 01/2007), Decree of the Minister of Marine and
Fisheries Number KEP.28/MEN/2004 on General Guidance for Shrimp Farming (Decree
No. 28/2004), Regulation of the Minister of Marine and Fisheries Number PER.19/MEN/2010
on System Quality and Safety of Fisheries Products Control (Minister Regulation
No. 19/2010), and Regulation of the Minister of Marine and Fisheries Number PER.12/MEN/
2007 on Licenses in Fish Farm Businesses (Minister Regulation No. 12/2007).
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Fisheries, including shrimp ponds and farms, must obtain a Fisheries Business License in
order to perform fisheries business activities. In addition, fisheries with capital investment
facilities must obtain a Capital Investment Recommendation of Fish Farm prior to obtaining
capital investment approval or a business license.
Whether or not a Fisheries Business License and Capital Investment Recommendation of
Fish Farm will be granted to a business will depend upon the size and location of the
fisheries, shrimp ponds and farms in question. For shrimp ponds which employ expatriates
and which are located in more than 12 nautical mills and/or in two provinces or more, the
license and recommendation will be granted by the General Director. The Governor is
responsible for granting Fisheries Business Licenses and Capital Investment
Recommendations of Fish Farms in respect of fisheries, shrimp ponds and farms which are
domiciled within the Governors administrative jurisdiction, which are located within four to
12 nautical mills and/ or consist of two regencies or more, and which do not employ
expatriates or use foreign capital. For fisheries, shrimp ponds and farms located in less than
four nautical mills and which do not employ expatriates, the Fisheries Business License and
Capital Investment Recommendation of Fish Farm will be granted by the Regent or Mayor of
the relevant administrative jurisdiction in which the fisheries, pond or farm is located.
Businesses which operate shrimp ponds must also apply Good Aquaculture Practices, which
is a form of guidance targeted at ensuring that shrimp ponds apply healthy and safe farming
practices in carrying out their activities. Good Aquaculture Practices must be applied in order
to obtain a Certificate of Good Aquaculture Practices. Shrimp ponds that do not obtain such
certification are prohibited from distribution their products as exported raw materials.
Businesses which operate shrimp ponds must take into account the environmental impact
which might occur as a result of such activities. Such businesses are required to prepare an
Environmental Management Efforts Report or an Environmental Monitoring Efforts Report,
which are aimed at ensuring that businesses are not carrying out activities which may be
harmful to the environment. Large shrimp ponds of over 50 hectares are required to carry out
an Environmental Impact Assessment. For more information, see Environmental
Regulation.
The activities of fisheries businesses are required to comply with certain provisions pursuant
to the Decree No. 28/2004 and Decree No. 02/2007. Under Minister Regulation No. 19/2010,
fisheries products must be certified, in order to ensure their quality and safety for distribution
to, and consumed by, humans. Business units that fulfill these quality and safety requirements
in respect of their fisheries products are granted certificates, namely:
a.
Certificate of Good Aquaculture Practices, granted by the General Director of Fisheries

Farming;
b.
Certificate of Good Fish Handling Practices, granted for fish freights and/or fishing
vessels by the Chief of Fishing Port or the Head of Provincial Fisheries Agency;
c.
Certificate of Good Fish Handling Practices, granted for fish collection, suppliers or
distribution unit by the Head of the Technical Implementation Unit of the Fish
Quarantine and Inspection Agency;
d.
Certificate of Hazard Analysis Critical Control Point, granted by the Head of the Fish
Quarantine and Inspection Agency;
e.
Certificate of Health, granted by the Head of the Technical Implementation Unit of the
Fish Quarantine and Inspection Agency, Head of Laboratory or other competent
authority.
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Breeding and farming activities of fisheries businesses are monitored by the competent
authority, which is a segment of the Ministry of Marine Affairs and Fisheries in the Republic of
Indonesia. Such monitoring activities are conducted in order to ensure the quality and safety
of fisheries products for human consumption.
Post-harvest Industries (such as slaughter houses and cold storages)
Minister of Agriculture No. 13/PERMENTAN/OT.140/1/2010 on Requirements of Slaughter
House for Ruminansia Animal and Meat Cutting Plant (Minister Regulation No. 13/2010).
In order to ensure and guarantee the quality and health of meat produced, slaughter houses
and cold storage operations must obtain a Veterinary Control Number (Nomor Kontrol
Veteriner, NKV). The granting of the NKV is dependent on fulfillment of certain hygiene and
sanitation technical requirements for buildings, facilities and infrastructures.
Under Minister Regulation No. 381/2005, prior to obtaining an NKV, slaughter houses and
cold storage operations must fulfill certain administrative and technical requirements. The
administrative requirements include obtaining a Deed of Establishment, a Domicile Statement
Letter, a Trading Business License, a Taxpayer Registration Number and a Nuisance
License. The technical requirements include obtaining an Environmental Management Efforts
Report or an Environmental Monitoring Efforts Report, in order to ensure that the companys
activities are not being carried out in a manner that is harmful to the environment. The NKV
must be stamped on the packaging of meat, eggs, and milk. The meat must also be certified
by a Statement Letter of Meat Hygiene by the Veterinary Doctor at the slaughter house.
Minister Regulation No. 13/2010 regulates the building or building area of a slaughter house.
The slaughter house must comply with the technical provisions of the Indonesian National
Standard of Slaughter Houses for Animal (SNI 01-6159-1999) and the Indonesian National
Standard of Slaughter Houses for Poultry (SNI 01-6160-1999). In addition, cold storage
facilities at slaughter houses that also produce chilled or frozen fresh meat must be a specific
size based on the number of frozen products stored there and must be maintained at a
required temperature.
A company that conducts animal slaughtering or meat cutting business must obtain an Animal
Slaughtering and/or Meat Cutting Business License, together with a Slaughtering House
Construction License from the Regent / Mayor of the administrative jurisdiction in which the
slaughter house is located. The Animal Slaughtering and/or Meat Cutting Business License
can be revoked if the company conducts slaughtering and/or meat cutting activities in a
location for which it has not obtained a Slaughtering House Construction License. Companies
are also required to have a veterinary doctor who is certified in the veterinary social hygiene
sector supervise their slaughter houses.
General Trade
On March 11, 2014, the President of the Republic of Indonesia passed Law No. 7 of 2014 on
Trade (Law No. 7/2014). Law No. 7/2014 requires all businesses operating in Indonesia to
secure proper licenses issued by the Minister of Trade, who may transfer or delegate its
authority over licensing to regional governments or a particular technical agency. Proper
licenses include relevant business licenses, special licenses, registration, recognition and
approval.
One of the basic licenses that must be secured is Trade Business License (Surat Izin Usaha
Perdagangan), which is regulated under the Minister of Trade Regulation No. 36/M-DAG/
PER/9/2007 on Trade Business License Issuance, most recently amended by Regulation
No. 39/M-DAG/PER/12/2011. The Trade Business License will remain valid and can be used
for as long as the company carries on its trade business activities.
Trade Business Licenses are of three types:
1.
Small-scale Trade Business License, for companies with capital < IDR 200 million;
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2.
Middle-scale Trade Business License, for companies with capital between

IDR 200 million and IDR 500 million; and
3.
Large-scale Trade Business License, for companies with capital > IDR 500 million.
If a business conducts its activities without securing proper licenses, penalties of up to four
years of imprisonment and an IDR 10 billion fine may be applied.
Governments Price Policy
According to Article 26 of Law No. 7/2014, under certain conditions that may disrupt national
trading activities, Government shall ensure the supply and price stabilization of important and
essential goods to maintain price affordability at consumer level and protect the revenue of
the producer of such goods. Further, Article 26 paragraph (3) of the Law No. 7/2014 stipulates
that Minister of Trade may set price policy, logistics and stock management, as well as import
and export management.
In relation to the above, on April 15, 2014, the Minister of Trade of the Republic of Indonesia
issued a letter in relation to the selling price of DOCs at the breeder level. Through this letter,
the Minister requested all poultry husbandry stakeholders to sell DOC/final stock at maximum
price of IDR 3,200/head and decrease the production of broiler and layer egg hatching by
15%. The letter states that this is to maintain the availability of supply and so that there would
be no retail price hikes in consumer level during national holiday. These measures listed in
the letter were effective for one month commencing on April 15, 2014, and shall be subject to
weekly evaluation as well as any adjustment from time to time. Further, the letter also
requires producers to supply DOCs to independent commercial farmers and to their own
farms at a ratio of 70:30. The letter was addressed to all the companies operating in poultry
breeding sector (which includes us) as listed in the letter and as coordinated by Federation of
Indonesia Poultry Husbandry (Gabungan Perusahaan Pembibitan Unggas or GPPU).
Regulations relating to the prevention and control of Avian Influenza
In order to prevent, control, and eradicate the Avian Influenza virus, the Directorate General
of Husbandry on Department of Agricultural has issued Decree No. 05018/Kpts/PD.610/F/
12/2008 on the amendment of Decree of the Directorate General of Husbandry No. 45/KPTS/
PD.610/F/06.06 on the Standard Operational Procedure (SOP) of Avian Influenza Epidemic
Control in Indonesia (Decree No. 05018/2008). The SOP has been a model for every state
and regional government in taking action to prevent, control, and eradicate Avian Influenza
throughout Indonesia. The Head of Husbandry Services or related government offices that
have responsibility for Husbandry and Animal Health Affairs in every province or regency in
Indonesia, together with the relevant society, will supervise the performance of controls of
Avian Influenza in their region.
The SOP provides directions and guidance in relation to the action which must be taken by
Poultry Business Industries in order to prevent the spread of Avian Influenza in Indonesia.
The SOP applies to all sectors of the poultry industry which consist of Large Scale Poultry
and Breeding Farms (Sector 1 and Sector 2), Middle Scale Poultry Farms (Sector 3), Small
Scale Poultry Farms (Sector 4) and Poultry Markets, Poultry Shelters, Poultry Slaughter
Yards and other locations of poultry nurseries in, among other locations, Zoos, Bird Parks,
Animal Parks and Poultry Breeding and Conservation Centers. The contents and chapters of
the SOP are:
1.
Internal policy on biosecurity, which stipulates the procedures for the first diseases
eradication defense which is conducted in order to prevent all possible contact/spread
of disease from an infected farm. Internal policy on biosecurity procedures apply to
every poultry farm, shelter and slaughter yard and all veterinary equipment.
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2.
Depopulation, disposal, and compensation, which stipulates the (i) effective

eradication of infected or health poultry in one cage or in a restricted area
(depopulation); (ii) disposal of remaining eradicated stock, carcasses, infected eggs,
feathers, equipments, husk waste/cage bases or anything that is already infected that
cannot be disinfected (disposal); and (iii) compensation for poultry business whose
poultry are depopulated with a stipulated amount of compensation (compensation).
3.
Vaccination, which stipulates the procedures and techniques for vaccinations, with the
Government is responsible for the vaccination for Sector 4 of the poultry industry
(Small Scale Poultry Farm).
4.
Supervision and limitation of poultry traffic, products, equipment, and poultry waste,
which stipulates rules which are targeted at managing traffic, products, equipment, and
waste in relation to, among other things, DOC, broilers, layers, eggs, and stock feed.
5.
Early detection and pre-diagnostic judgment, which stipulates the initial action which
must be taken, and the procedure of reporting any cases of suspected Avian Influenza.
This chapter also stipulates directions in relation to rapid testing to detect Avian
Influenza and the making of a pre-diagnostic judgment on the basis of clinical,
pathological, anatomical, and epidemical indicators.
6.
Poultry restocking, which stipulates terms and conditions for re-stocking poultry back
into the cage after all disposal, disinfection and cage emptying actions are completed
in accordance with the stipulated procedures.
7.
Public Awareness Guidance on Avian Influenza which stipulates guidance to promote

public awareness on the dangers, effects and prevention steps for certain infectious
animal disease.
Decree No. 05018/2008 governs the SOP which is to be applied in every region throughout
Indonesia, although it does not stipulate any sanctions for poultry businesses who fail to
comply with the SOP. However, regional government authorities may enact Regional
Regulations, Governor Regulations or Regent Regulations in relation to the prevention,
control, and eradication of Avian Influenza pursuant to Decree No. 05018/2008, which may
stipulate sanctions for non-compliance. Each individual region may therefore govern different
terms and conditions for the treatment of Avian Influenza problems according to local
considerations.
There are a number of prevailing regulations which apply in several regions and which govern
prevention of Avian Influenza as follows:
a.
Governor of Banten Regulation No. 1/2007 on Restriction of Poultry Care in Living

Environment and Eradication on Avian Influenza (A1)/Bird Flu which Affects Human in
Banten Province.
This regulation has the same general content to the SOP and is governed by Decree
No. 05018/2008. However, there are several articles in this regulation which are
conducted by all poultry caretakers (including poultry business operators), such as the
obligation to obtain a statement of health for poultry (Surat Keterangan Sehat Unggas)
from the relevant local authority as stated in article 10 paragraph (1), which applies to
anyone who takes care of poultry, as well as article 8 which applies to all birds, and
which requires a statement of health for poultry from the relevant local authority.
This regulation also requires the relevant local authority to perform supervisory duties
at three month intervals, unless an Avian Influenza case occurs, in which case the
authorized officer must take visible measures involving all relevant authorities to
address and overcome the situation.
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Article 14 provides that:
b.
(1)
the Husbandry office or related government office which has responsibility for
Husbandry Affairs shall, together with participation from the relevant society,
perform certain supervisory duties; and
(2)
such supervisory duties shall be performed at three month intervals unless a

case of Avian Influenza occurs, in which case, as noted above, the authorized
officer must take visible measures involving all relevant authorities to address
and overcome the situation.
Governor of West Java Regulation No. 19/2007 on Intensification for Control of Bird
Flu Virus (Avian Influenza) in West Java.
The terms, conditions, and requirements stipulated in this regulation are similar to the
SOP which is stipulated in Decree No. 05018/2008.
c.
Governor of Lampung Instruction No. 2/2007 on Prevention, Control, and Eradication

of Avian Influenza Disease/Bird Flu in Lampung Province.
This regulation stipulates certain instructions and directions to the Regent or Mayor of
Lampung, the Head of Health Office of the Lampung Province, the Head of Husbandry
and Animal Health Office of the Lampung Province, and all Lampung societies to
follow certain specified procedures for prevention, control, and eradication of Avian
Influenza.
Environmental Regulation
Environmental protection in Indonesia is governed by various laws, regulations and decrees.
On October 3, 2009, Law No. 32 of 2009 on Protection and Management of Environment
(Law No. 32/2009) replaced Law No. 23 of 1997 on Environmental Management. However,
the implementing regulations in respect of Law No. 32/2009 have not yet been issued to date.
Therefore, the existing regulations, including Law No. 32/2009, Government
Regulation No. 27 of 1999 on Environmental Impact Analysis (Analisa Mengenai Dampak
Lingkungan or AMDAL) and Decree of the State Minister of Environmental Affairs No. 05 of
2012 on Types of Businesses/Activities that Require Environmental Impact Analysis
(Minister Decree No. 05/2012) are still applicable to the extent they do not conflict with
Law No. 32/2009.
Minister Decree No. 05/2012 stipulates, among other matters, that companies whose
operations have an environmental or social impact must obtain and maintain an AMDAL
document, which according to Government Regulation No. 27 of 2012 on Environmental
Licenses (Government Regulation No. 27/2012) consists of Guidelines on Environmental
Impact Analysis (Kerangka Acuan Analisis Dampak Lingkungan or KA ANDAL), an
Environmental Impact Analysis (Analisis Dampak Lingkungan or ANDAL), an Environmental
Management Plan (Rencana Pengelolaan Lingkungan or RKL) and an Environmental
Monitoring Plan (Rencana Pemantauan Lingkungan or RPL). Where the AMDAL document is
not required, a company must prepare an Environmental Management Effort (Upaya
Pengelolaan Lingkungan) and an Environmental Monitoring Effort (Upaya Pemantauan
Lingkungan).
Law No. 32/2009 introduced the environmental license (Izin Lingkungan). Pursuant to Law
No. 32/2009, any company that has an AMDAL or UKL/UPL must also submit an application
to obtain an environmental license (Izin Lingkungan) issued by the Ministry of Environmental
Affairs, governor, mayor or regent, as applicable. Government Regulation No. 27/2012
stipulates that the application for an environmental license must be submitted along with its
supporting documents, including: (i) AMDAL or UKL/UPL documents, (ii) deed of
incorporation of the business entity, and (iii) profile of business/ activity The granting of an
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environmental license is based on either (i) an environmental feasibility study carried out by
an independent third party, which is approved by the AMDAL Assessment Commission
(Komisi Penilai Amdal), the Minister of Environmental Affairs, governor, mayor or regent, as
applicable or (ii) a recommendation in a UKL and UPL issued by the appropriate Government
or regional government institution responsible for the environmental management and control
of the relevant area. The environmental license shall be issued by the Minister of
Environmental Affairs, governor, mayor or regent, as the case may be, at the same time
during the issuance of the Decree of AMDAL worthiness (AMDAL approval) or UKL/ UPL
Recommendation.
Law No. 32/2009 requires that by October 3, 2011 all companies that have business licenses
but do not have an AMDAL, UKL/UPL must complete an environmental audit, if they need an
AMDAL, or prepare an environment management document, if they need a UKL/UPL. Decree
of the State Minister of Environmental Affairs No. 14 of 2010 (Minister Decree No. 14/2010)
constitutes that the companies that must complete an environmental audit shall prepare the
Environment Evaluation Document (DELH), and the companies that have business licenses
but do not have an UKL/UPL shall prepare the Environment Management Document (DPLH).
Furthermore, Law No. 32/2009 requires companies to convert their AMDAL or UKL/UPL into
an environmental license by October 3, 2010. Additionally, under Law No. 32/2009, an
environmental license is a prerequisite for a business license. Moreover, on October 5, 2012,
the Government has issued the Government Regulation No. 27 of 2012 on Environmental
Licenses (Government Regulation No. 27/2012) providing the process for obtaining an
environmental license.
By virtue of Minister Decree No. 05/2012, the following business activities are required to
obtain and maintain AMDAL, among others:
a.
b.
Fisheries, including fisheries with the following characteristics:
Shrimp ponds/fisheries with advanced technology with area 50 hectares;
Floating fisheries cultivation: (i) in freshwater, with area 2.5 hectares or 500
units; (ii) in sea water, with an area 5 hectares or 1,000 units; and
Industrial Estates, including integrated industrial estates, of any size.
Under Indonesian environmental regulations, remedial and preventative measures and

sanctions (such as the obligation to rehabilitate tailings areas, the imposition of substantial
criminal penalties and fines and the cancellation of approvals) may be imposed to remedy or
prevent pollution caused by operations. The sanctions range from three to 15 years of
imprisonment applicable to the management of the relevant company and/or fines ranging
from Rp500.0 million to Rp15.0 billion. A monetary penalty may be imposed in lieu of
performance of an obligation to rehabilitate damaged areas. Law No. 32/2009 also requires
licensing of all waste disposal, storage and handling. Waste disposal may only be conducted
in specified locations determined by the Minister of Environmental Affairs.
Waste water disposal is further regulated by Government Regulation No. 82 of 2001 on Water
Quality Management and Water Pollution Control (Government Regulation No. 82/2001).
Government Regulation No. 82/2001 requires responsible parties to submit reports regarding
their disposal of waste water detailing their compliance with the relevant regulations. Such
reports are to be submitted to the relevant mayor or regent, with a copy provided to the
Minister of Environmental Affairs, on a quarterly basis.
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SUMMARY OF RELEVANT CHINESE LAWS AND REGULATIONS

Foreign Investment in Dairy Farming and Production of Dairy Products
Guidance on foreign investment in different industries in the PRC can be found in the Foreign
Investment Industrial Guidance Catalog (
) (Catalog), jointly issued and
amended from time to time by the NDRC and MOFCOM. The current effective version of the
Catalog was issued on December 24, 2011 and became effective on January 30, 2012.
According to the 2011 Catalog, dairy farming and production of dairy products should both
belong to the permitted category.
Modern Husbandry and Dairy Industry
According to the Husbandry Law of PRC (
) (the Husbandry Law) which
was promulgated on December 29, 2005 and became effective on July 1, 2006, stipulates the
following conditions a livestock or poultry breeding farm has to meet:
To have production premises and supporting facilities commensurate with its scale of
breeding; to have animal husbandry and veterinary technicians in its service;
To possess the conditions for epidemic prevention, as provided for by laws and
administrative regulations and prescribed by the administrative department for animal
husbandry and veterinary medicine under the State Council;
To have such facilities as methane-generating pits for comprehensive use of, or other
facilities for innocuous treatment of, the feces of livestock and poultry, waste water and
other solid wastes; and
To meet other conditions provided for by laws and administrative regulations.
According to the Regulations on Administration of Breeding Livestock and Poultry

(
) which was promulgated on April 15, 1994 and became effective
on July 1, 1994, the entities engaging in the production and operations of breeding livestock
and poultry or in the commercial production of new born livestock and poultry shall obtain
license for production and operation of breeding livestock and poultry. Applicants applying for
the license for production and operation of breeding livestock and poultry shall meet various
conditions set forth in the Husbandry Law and Regulations on Administration of Breeding
Livestock and Poultry. The license is issued by local animal husbandry and veterinary
medicine authority at or above the county level and is valid for three years.
According to Regulation on the Supervision and Administration of the Quality and Safety of
Dairy Products (
) (Quality and Safety of Dairy Products
Regulation), which was promulgated by the State Council and became effective on
October 9, 2008, a fresh milk purchase station shall be set up by a dairy product production
enterprise, dairy animal farm or professional production cooperative of dairy farmers that has
been registered with the industrial and commercial department. It shall obtain a fresh milk
purchase license issued by the stockbreeding and veterinary administrative department of the
local peoples government at the county level, and shall satisfy various requirements set forth
in Quality and Safety of Dairy Products Regulation. A license for fresh milk purchase shall be
valid for two years.
According to the Administrative Regulations of Raw Fresh Milk Production and Procurement
(
), which was promulgated by the Ministry of Agriculture on
November 7, 2008 and became effective on the same date, provides that dairy animal
breeders, purchasers of raw fresh milk and transporters of raw fresh milk shall be responsible
for the safety and quality of the raw fresh milk that is produced, purchased, transported or
sold by them and are the first responsible parties for the safety and quality of the raw fresh
milk handled by them. Raw fresh milk produced, purchased, stored, transported or sold shall
comply with the national quality and safety standards for dairy products. No substance is
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permitted to be added in raw fresh milk during the processes of production, procurement,
storage, transportation and marketing. It further provides for licensing requirement for raw
milk purchase stations. Dairy products producers, dairy animal breeders, production
cooperatives for farmers of dairy animals who wishes to open raw fresh milk purchase
stations shall apply to the administrative department for animal husbandry and veterinary
medicine under the peoples government at the county level where they are located for a Raw
Fresh Milk Purchase Permit and they have to meet certain conditions on facilities and staff
required to open such a raw fresh milk purchase station.
The Law on Animal Epidemic Prevention of the PRC (
) (Animal
Epidemic Prevention Law) which was promulgated on July 3, 1997 and was last amended
on June 29, 2013, provides that animal farming operators shall meet the conditions set forth
in the Animal Epidemic Prevention Law for prevention of animal epidemics. An operator of
animal breeding farm is required to apply to the administrative departments for veterinary
medicine under the peoples government at or above the country level for a certificate for
meeting animal epidemic prevention conditions.
Food Safety
Pursuant to the Food Safety Law of the PRC (
), which was adopted
on February 28, 2009 and became effective on June 1, 2009, the state shall adopt a licensing
system for the food production and business operation. Companies intending to engage in
food distribution shall obtain a license for food distribution. According to the Measures for the
Supervision and Administration of Food Safety in the Distribution Sector
(
), which was promulgated and with effect from July 30, 2009, and
Administrative Measures for Food Distribution Permits (
), which was
promulgated and with effect from July 30, 2009, to engage in food operation, an operator shall
obtain the Food Distribution Permit in accordance with the law and register with the relevant
administrative authority for industry and commerce and collect the business license by
providing the Food Distribution Permit. The permit for food distribution shall be valid for three
years.
Land use in PRC
According to the Land Administration Law of the Peoples Republic of China
(
), which was promulgated and with effect from August 28, 2004, the
Peoples Republic of China practises socialist public ownership of land, namely, ownership by
the whole people and ownerships by collectives. The State formulates overall plans for land
utilization in which to define the purposes of use of land and classify land into land for
agriculture, land for construction and unused land. Land for agriculture as referred to in the
preceding paragraph means land that is directly used for agricultural production, including
cultivated land, forest land, grassland, land for irrigation and water conservancy, and water
surfaces for agriculture.
State-owned land may be operated under a contract by units or individuals for crop
cultivation, forestry, animal husbandry or fishery. Land owned by collectives may be operated
under a contract for crop cultivation, forestry, animal husbandry or fishery by units or
individuals that do not belong to the economic organizations of the said collectives. The party
that gives out the contract and the party that undertakes it shall sign a contract in which to
stipulate the rights and obligations of both parties. The duration of such contract shall be
provided for by the contract. The units or individuals that contract to operate the land shall
have the obligation to protect such land and make rational use of it in conformity with the
purposes of use provided for in the contract. Land owned by collectives shall be operated
under a contract by units or individuals that do not belong to the economic organizations of
the said collectives, with the agreement of at least two-thirds of the members of the villagers
assembly or of the representatives of villagers, and the matter shall be submitted to the
township (town) peoples government for approval.
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According to the Circular of Ministry of Land and Resources and Ministry of Agriculture on
Relevant Issues Concerning the Management of Land Used for Agricultural Facilities
(
) which was promulgated and with effect
from September 30, 2010, production facilities and ancillary facilities land directly used for
agricultural production or service is different from non-agricultural construction land,
production facilities. Ancillary facilities land shall be managed as land for agricultural use, and
the land use and agricultural infrastructure construction shall be applied by the operator of
animal breeding farm, reported by the Peoples governments at the town level, and approved
by the Peoples governments at the county level, and filed with the land resource bureau at
the county level.
Water Drawing
Pursuant to the Regulation on the Administration of the License for Water Drawing and the
Levy of Water Resource Fees (
which was promulgated by the
State Council on February 21, 2006 and became effective on April 15, 2006, and the PRC
Law of Water (
) which was promulgated by the Standing Committee of the
NPC on August 29, 2002 and became effective on October 1, 2002, Each organization or
individual that abstracts water resources shall apply for and obtain a water abstraction license
and pay water resources charges, except for the circumstances that (1) to abstract water by a
rural collective economic organization or any of its members from a pond or reservoir
possessed by the said rural collective economic organization; (2) to abstract a small quantity
of water for daily domestic use, or used as drinking water for livestock or poultry raised in a
scattered manner or in pens; (3) to abstract (drain) water for temporary and emergent
purpose of ensuring the construction safety and work safety of underground engineering
works, such as mines; (4) to abstract water for temporary and emergent purpose of
eliminating hazards to public safety or public interests; or (5) to abstract water for temporary
and emergent purpose of relieving draught in agriculture or sustaining the ecosystems and
environment. The company who fail, or delay, to pay water resources fees may attract an
order compelling payment of the outstanding fee, from the water administrative department of
government at or above county level, or river basin management agency with power to act; in
the event the order is not complied with, late payment fee will accrue from the first day after
the due date at the rate of 0.2% per day, and a penalty order in excess of the outstanding
amount, but not exceeding five times of which may ensue.
Environment
Pursuant to the Regulations on the Administration of Construction Project Environmental
Protection issued and implemented (
) on November 29, 1998 by the
State Council and the Law of Environmental Impact Assessment of the PRC
(
) implemented on September 1, 2003, the PRC Government
established a system that evaluates the environmental impact of a construction project. A
construction unit should, prior to the commencement of construction of the construction
project, submit the construction project environmental impact report, environmental impact
statement or environmental impact registration form for approval. Besides, the construction
unit should, upon the completion of the construction project, file an application with the
competent department of environmental protection administration that examined and
approved the said construction project environmental impact report, environmental impact
statement or environmental impact registration form for acceptance checks on completion of
matching construction of environmental protection facilities required for the said construction
project. These enterprises must implement effective measures to prevent and control the
pollution and harm caused to the environment by waste gases, waste water, waste residues,
dust, malodorous gases, radioactive substances, noise, vibration and electromagnetic
radiation generated in the course of production, construction or other activities. Installations
for the prevention and control of pollution at a construction project must be designed, built and
commissioned together with the principal part of the project.
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According to Shandong Environmental Protection Regulations (

effected at December 7, 2001, entity who discharges the pollutants should:
), which
apply for the Pollution Discharge Permit to the relevant administrative department of
environmental protection; and
report to and register with the relevant administrative department of environmental

protection for the relevant information of the discharge of pollutants; and
pay a fee for the discharge of pollutants.
In accordance with the Administrative Regulations on Pollution Control of Livestock Breeding

(
), which was promulgated and became effective on May 8, 2001, all
livestock farms whose total pollutant discharge amount are within the control area must obtain
a pollutant permit before releasing and pollutants should be released according to the
pollutant permit, pollutant discharge fees shall also be paid according to the regulation.
Tax
According to the Enterprise Income Tax Law of the PRC (
) (the
Income Tax Law), which was promulgated on March 16, 2007, the income tax for both
domestic and foreign-invested enterprises is at the same rate of 25% effective from
January 1, 2008. The Implementation Rules To the Income Tax Law
(
) (the Implementation Rules) was promulgated on
December 6, 2007 and with effect from January 1, 2008. Pursuant to the Income Tax Law
and its Implementation Rules, a resident enterprise is subject to enterprise income tax for the
income derived from both inside and outside the PRC. An organization or establishment set
up by a non-resident enterprise in the PRC is subject to enterprise income tax for the income
derived in the PRC and the income derived from outside the PRC but with actual connection
with such organization or establishment in the PRC. For a non-resident enterprise which has
not set up an organization or establishment in the PRC, or has set up an organization or
establishment in the PRC but the income it derives has no actual connection with such
organization or establishment, only its income derived in the PRC will be subject to enterprise
income tax. The income for such enterprise will be taxed at the reduced rate of 10%.
Pursuant to the Provisional Regulations on Value-added Tax of the PRC
(
) last amended on November 5, 2008 and became effective from
January 1, 2009 and its Implementation Rules, all entities or individuals in the PRC engaging
in the sale of goods, the provision of processing services, repairs and replacement services,
and the importation of goods are required to pay VAT. The amount of VAT payable is
calculated as output VAT minus input VAT.
According to the Enterprise Income Tax Law of the PRC, the enterprise income tax on the
income from products of agriculture, forestry, animal husbandry or fishery may be exempted
or reduced. Pursuant to the Provisional Regulations on Value-added Tax of the PRC, selfproduced agricultural products sold by agricultural producers are exempted from VAT.
According to Interim Regulations of the Peoples Republic of China on Urban and Town Land
Use Tax(
), land directly used for production in agriculture,
forestry, animal husbandry or fisheries may be exempted from the land use tax.
Foreign Exchange
The principal regulation governing foreign currency exchange in China is the Foreign
Exchange Administration Rules of the PRC (
) (the Foreign
Exchange Administration Rules). The Foreign Exchange Administration Rules were
promulgated by the State Council on January 29, 1996 and with effect from April 1, 1996 and
were amended on January 14, 1997 and August 1, 2008. Under the rules, Renminbi is
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generally freely convertible for payments of current account items, such as trade and servicerelated foreign exchange transactions and dividend payments, but not freely convertible for
capital account items, such as capital transfer, direct investment, investment in securities,
derivative products or loans unless the prior approval by the competent authorities for the
administration of foreign exchange is obtained.
Dividend Distribution
The principal regulations governing distributions of dividends of foreign holding companies
include the PRC Company Law (
) amended on December 28, 2013 and
became effective from March 1, 2014, the Foreign Investment Enterprise Law
(
) effective from October 31, 2000, and the Administrative Rules
under the Foreign Investment Enterprise Law (
) effective from
April 12, 2001 and amended on February 19, 2014. Under these laws and regulations, foreign
invested enterprises in China may pay dividends only out of their accumulated profits, if any,
determined in accordance with PRC accounting standards and regulations. In addition, wholly
foreign owned enterprises in China, like our PRC subsidiary, are required to allocate at least
10% of their respective accumulated profits after tax each year, if any, to fund certain reserve
funds unless these accumulated reserves have reached 50% of the registered capital of the
enterprises. These reserves are not distributable as cash dividends. Profits of a wholly foreign
owned enterprise shall not be distributed before the losses thereof in the previous accounting
years have been made up. Any undistributed profit for the previous accounting years may be
distributed together with the distributable profit for the current accounting year.
According to the Agreement between the Government of the Peoples Republic of China and
the Government of a foreign country (Contracting Party), dividends paid by a company
which is a resident of a Contracting Party to a resident of the other Contracting Party may be
taxed in that other Party. However, such dividends may also be taxed in the Contracting Party
of which the company paying the dividends is a resident and according to the laws of that
Party, but if the beneficial owner of the dividends is a resident of the other Contracting Party,
the tax so charged shall not exceed (a) 5 per cent of the gross amount of the dividends if the
beneficial owner is a company (other than a partnership) which holds directly at least 25 per
cent of the capital of the company paying the dividends; and (b) 10 per cent of the gross
amount of the dividends in all other cases.
Labor and Employment
The Labor Contract Law of the PRC (
) (the Labor Contract Law)
whose amendments made on December 28, 2012 took effect on July 1, 2013, and whose
Regulations
on
the
Implementation
of
PRC
Labor
Contract
Law
(
) took effect on September 18, 2008, govern the relationship
between employers and employees and provides for specific provisions in relation to the terms
and conditions of an employment contract. The Labor Contract Law stipulates that employment
contracts must be in writing and signed. It imposes more stringent requirements on employers in
relation to entering into fixed-term employment contracts, hiring of temporary employees and
dismissal of employees.
The Regulation on Work-Related Injury Insurance (
), which was last amended on
December 20, 2010 and became effective on January 1, 2011, requires employers to pay
work-related injury insurance fees for their employees.
Under the Interim Measures Concerning the Maternity Insurance of Enterprises Employees
(
), which became effective on January 1, 1995, employers must pay
maternity insurance fees for their employees.
Under applicable PRC laws and regulations, including the Social Insurance Law of The PRC
(
), which was promulgated by the Standing Committee of the NPC on
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October 28, 2010 and became effective on July 1, 2011, and the Regulations on the
Administration of Housing Accumulation Fund (
), which was amended by
the State Council on March 24, 2002, employers and/or employees (as the case may be) are
required to contribute to a number of social security funds, including funds for basic pension
insurance, unemployment insurance, basic medical insurance, occupational injury insurance,
maternity leave insurance, and to housing provident funds. These payments are made to local
administrative authorities and employers who fail to contribute may be fined and ordered to
rectify within a stipulated time limit.
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SUMMARY OF RELEVANT VIETNAMESE LAWS AND REGULATIONS

Set out below is a summary of certain principal laws and regulations of Vietnam in effect and
to which we are subject as of the date of this Prospectus. This summary does not purport to
be a complete review of all laws and regulations of Vietnam that are applicable to us.
1.
Laws on Enterprises and Investment
On November 29, 2005, the Law on Enterprises (as subsequently amended by Law
No. 38/2009/QH12 on June 19, 2009 and Law No. 37/2013/QH13 on June 20, 2013) (Law
on Enterprises) and the common Law on Investment (as amended by Law
No. 32/2013/QH13 on June 19, 2013) (Law on Investment) were promulgated to simplify
administrative procedures and provide more equal treatment to local and foreign businesses.
The laws together with their implementing regulations enable foreign investors to invest in any
sector of the Vietnamese economy except certain prohibited sectors (for example, projects
that are detrimental to national security, morals or are harmful to public health etc.) subject to
caps in specific circumstances as described below. In certain sectors (for example,
broadcasting and television, transportation, education and training, and hospitals and clinics
etc.), investments are subject to specific entry conditions. These conditions must, however,
be consistent with the market entry commitments that Vietnam has made in international
treaties, including the WTO commitments.
a.
Joint Stock Company
Shareholder Rights
Under the Law on Enterprises, shareholders of a joint stock company, including minority
shareholders, have the right to vote at a general meeting of shareholders. A shareholders
resolution on most of the matters subject to a decision of shareholders will be passed by a
vote of such shareholders representing at least 65% (or a higher threshold prescribed by the
charter) of the voting shares present in person or by proxy at a general meeting. With respect
to key matters such as resolutions relating to the classes and number of shares of each class
to be offered for sale, amendments to the charter, the restructuring and/or dissolution of the
company, investments in or sales of assets equal to or exceeding 50% (or a lower percentage
as provided in the companys charter) of the total value of the assets of the company, a
proposal to pass such resolutions will require the approval of shareholders representing at
least 75% (or a higher threshold prescribed by the charter) of the voting shares held by those
present in person or by proxy at a general meeting. Approval of shareholders representing at
least 75% (or a higher threshold prescribed by the charter) of the total voting shares of the
company is required to pass a resolution by way of collecting written opinions.
Minority shareholders may gather into a group holding more than 10% of the total ordinary
shares of the company in question (or a smaller threshold prescribed by the companys
charter) for a consecutive period of at least six months so as to be entitled to (i) collectively
nominate candidates to the board of management (the BOM) and/or the inspection
committee; (ii) review and make a copy or extract of the minutes and resolutions of the BOM,
interim and annual financial statement and reports of the inspection committee; (iii) request
the convening of a general shareholders meeting in circumstances prescribed by law or the
charter; and (iv) where appropriate, to request the inspection committee to investigate a
particular issue relating to the management and/ or the administration of the operations of
such company.
A shareholder voting against the re-organization of the company (such as division,
separation, consolidation or merger) or against a change in the rights and obligations of
shareholders stipulated in the companys charter may demand that the company in question
redeems its shares at the market price or at a price determined in accordance with the
provisions prescribed in the companys charter.
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Related Party Transactions

While the concept of related person is broadly defined under the Law on Enterprises, the law
does not regulate all related person transactions but only the contracts or transactions
entered into by a joint stock company and any of the following related persons: (i) any
shareholder holding more than 35% of total issued shares of the company, the authorized
representative of such shareholder and a related person of any of the foregoing persons;
(ii) any member of the BOM, general director (i.e., chief executive officer) and a related
person of any of the foregoing persons; (iii) a company in which any member of the BOM,
member of the inspection committee, general director and any other managers of the first
company holds shares or contributes capital; and (iv) a company in which the related persons
of any member of the BOM, member of the inspection committee, general director and any
other managers of the first company jointly or severally own more than 35% of its charter
capital.
A transaction between the company and any of the above regulated related persons with a
value amounting to less than 50% (or a smaller threshold if prescribed by the charter) of the
total assets recorded in the latest financial statements of the company must be approved by
the BOM and member(s) of the BOM who have interest in the transaction must abstain from
voting. If the value of such transaction is equal to or more than 50% (or a smaller threshold if
prescribed by the charter) of the total assets recorded in the latest financial statements of the
company, the transaction must be approved by the shareholders, and the shareholder(s) who
have interest in the transaction must abstain from voting.
b.
One-member Limited Liability Company
Owners Rights
Under the Law on Enterprises, the incorporated owner of a one-member limited liability
company has the right to decide on all material issues relating to the operation of that
company, including but not limited to (i) contents of the companys charter and its amendment
or supplement; (ii) the development strategy and annual business plan of the company;
(iii) the structure of organization and management of the company; (iv) investment projects,
sale of assets or other transactions valued at 50% or more (or a smaller threshold if
prescribed by the charter) of total assets value recorded in the latest financial statement of the
company; (v) increase of the charter capital or transfer of a part or the whole of the charter
capital of the company to another organization or individual; (vi) use of profits after fulfilling
tax and other financial obligations of the company; and (vii) re-organization, dissolution and
bankruptcy of the company. The owner may authorize the Members Council to perform all
the rights and obligations of the owner in relation to the company.
Restrictions on the Owners Rights
The owner shall be entitled to withdraw the capital from the company only by transferring a
part or the whole of the charter capital to another organization or individual. If only a party of
the charter capital is transferred, the company shall have to transform into a limited liability
with two or more members or a joint stock company with at least three shareholders.
The owner must not withdraw profits if the company fails to fully pay off due debts and other
property liabilities.
A one member limited liability company is not permitted to reduce its charter capital. The
company may increase its charter capital by having the owner to inject more capital or by
receiving capital contribution from other investors (in which case the company shall have to
transform into a limited liability with two or more members or a joint stock company with at
least three shareholders).
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Contracts or transactions between the company with the following parties must be approved
by majority votes of the members of the Members Council or the President of the company,
the general director and members of the inspection committee with one vote for each person:
(i) the companys owner and its related persons; (ii) the authorized representative of the
owner, the general director and members of the inspection committee; (iii) related persons of
those specified in (ii); (iv) managers of the companys owner and the persons authorized to
appoint such managers; and (v) related persons of those specified in(iv).
A contract or transaction as stated above shall be approved only upon satisfaction of the
following conditions, among others, (i) all parties to the contracts/transactions are
independent legal entities, having separate rights, obligations, assets and interests, and
(ii) the price used in the contracts or the transactions is the prevailing market price.
c.
Limited Liability Company with two or more members
Organizational and management structure

The highest decision-making authority of a limited liability company with two or more member
is the Members Council (MC). The company will also have the general director who is in
charge of day-to-day management of the company and an inspection committee if the
company has more than eleven (11) members. Subject to the companys charter, the
chairman of the MC or the general director shall be the legal representative of the company.
Members rights
Under the Enterprise Law, a member has regulatory rights, inter alia, (i) to participate in the
MC meetings, discuss, make suggestions and vote on matters falling under the competence
of the MC and (ii) to vote in proportion to their capital share.
By law, the MC shall have the following rights and duties, among others, (i) to decide on the
development strategy and annual business plans of the company; (ii) to decide on the
increase or decrease of the charter capital, time and methods for mobilizing capital; (iii) to
decide on methods of investment and investment projects valued at over 50% of total value of
assets recorded in the financial statement most recently published by the company; (iv) to
approve contracts of borrowing, lending and selling assets valued at 50% or more of total
value of assets recorded in the financial statement most recently published by the company;
(v) to elect, remove or dismiss the chairman of the MC; to appoint, remove, dismiss, sign or
terminate contracts with the general director, chief accountant and other managers; (vi) to
adopt annual financial statements and plans for using or distributing profits/handling losses of
the company; (vii) to decide on the management organization structure of the company;
(viii) to amend and/or supplement the companys charter; and (ix) to decide on the
reorganization, dissolution or bankruptcy of the company.
Decisions of the MC shall be approved at a meeting by a number of participating members
owning at least 65% of the charter capital or at least 75% of the charter capital if such
decisions are related to certain key corporate issues. The company may provide in its charter
a higher threshold for the voting in the above cases.
A member may require the company to redeem its capital contribution if such member votes
against a decision of the MC on (a) amendment of the Charter relating to the rights and
obligations of members and of the MC, or (b) re-organization of the company.
Restrictions on the Members Rights
A member of a limited liability company with two or more members may assign a part or the
whole of its capital interest to non-members only after the other members in the company
refuse to exercise their right of first refusal in relation to the transferred capital interest.
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Contracts and transaction between the Company and the following persons are considered as
the related party transactions and must be approved by the MC: (i) a member, the authorized
representative of a member, the general director or the legal representative of the company;
(ii) a related person of the persons stipulated in (i); (iii) a manager of the parent company, a
person authorized to appoint managers of the parent company; (iv) a related person of the
persons stipulated in (iii). Such related party transactions must be approved by participating
members owning at least 75% of the charter capital. The member(s) having interests in such
contracts or transaction is not allowed to vote.
d.
Foreign Ownership Limits
Except for public companies (including listed companies) and companies operating in certain
industries and sectors (such as banks, advertising, telecommunication etc.) in which foreign
ownership is regulated, foreign investors are free to hold capital interests in Vietnamese
companies.
2.
Land Law
All land belongs to the people of Vietnam and is administered by the State for long-term use
by the people. Although private freehold ownership over land is not permitted, persons may
have legal rights to use land in Vietnam, and are regarded as land users. In case a land user
is granted long-term land use right, in effect, such person may have the rights similar to a
freehold ownership over such land. Vietnamese persons can have freehold ownership over
residential houses and apartments. The current regime of land management and use,
including the rights and obligations of land users, is set forth in the Land Law passed on
November 26, 2003 by the National Assembly of Vietnam (as amended by Law
No. 15/2008/QH12 dated June 3, 2008; Law No. 34/2009/QH12 dated June 16, 2009; Law
No. 38/2009/QH12 dated June 19, 2009; and Law No. 64/2010/QH12 dated November 24,
2010) and its implementing regulations (the Land Law). The Land Law shall be replaced by
the New Land Law No. 45/2013/QH 13 of the National Assembly of Vietnam dated
November 4, 2013, which shall take effect on July 1, 2014.
The State determines, amongst other things, the following matters in relation to land: the land
use period, land allocation and lease of land, land withdrawal, the purpose of the use of
particular land, land evaluation, land use fees, land rental rates, land tax and the rights and
obligations of land users. Land use rights are determined by reference to the category of land
use (agricultural, non-agricultural which includes residential and industrial land and unused
land) and the type of land user.
Land use rights may be acquired through (i) allocation by the State; (ii) lease from the State;
(iii) through an auction organized by the competent authority; (iv) lease from an authorized
lessor; and (v) taking transfer of land use rights (in the form of exchange, assignment,
inheritance, gift, donation or capital contribution).
An enterprise may elect to pay land use rights fees for the entire land allocation period (in the
event of land allocation) or alternatively, elect to pay land rental in annual installments (in the
event of a land lease). The method of payment will affect the rights (in particular the land use
rights) of the enterprise over the leased or allocated land. Enterprises who elect to pay the
land use fees not using State budget funds or pay land rental in lump sum will have rights
such as being able to mortgage the land use rights of the land and the buildings thereon, to
use the land use rights for the provision of guarantees and to make capital contributions in the
form of the land use rights. In comparison, an enterprise which elects to pay the land use fees
using State budget funds or to pay land rental by annual installments can only use the assets
on the land to make capital contribution or exercise collateral rights.
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All legitimate land users are entitled to obtain land use right certificates in their
name. Similarly, all legitimate owners of property or buildings constructed on land are entitled
to obtain certificates of property ownership. These certificates constitute conclusive evidence
of the rights of land users and property owners. The land users must use the land for the right
purposes as permitted by the State in the relevant land use right certificates. The land use
right certificates also provide the basis for users to exercise their rights, such as to transfer, to
mortgage or to dispose of their land use rights or properties.
3.
Other Applicable Laws and Regulations
a.
Regulations on Security Interests
Parties have broad freedom to contract and to grant security. There are detailed rules on
creating security as stipulated under the Civil Code of Vietnam adopted by the National
Assembly on June 27, 2005, Decree 163 of the Government dated December 29, 2006 (as
amended by Decree 11 of the Government dated February 22, 2012) on security transactions
and the implementing regulations. Security over land and assets attached to land are also
specifically governed under the Law on Land adopted by the National Assembly on
November 26, 2003 as implemented by Decree 181 of the Government dated October 29,
2004 (as amended) and Inter-Circular 20/2011 of the Ministry of Justice and the Ministry of
Natural Resource and Environment dated November 18, 2011.
The laws of Vietnam make a distinction between two forms of assets, moveable and
immoveable. Immoveable assets consist of land use rights, buildings and other properties
attached to land. All other assets are deemed to be moveable. Creation of security over both
existing and future property is possible. Assets subject to security must be owned by the
security provider (except for property under the management of State-owned enterprises and
land use rights), transferable and not subject to dispute.
The laws of Vietnam recognize mortgages created over land use rights, buildings and
constructions facilities, where security can be granted in favor of credit institutions in Vietnam,
including foreign bank branches and finance companies licensed in Vietnam. However,
security granted over land use rights in favor of offshore entities is not referred to under the
law but this is usually interpreted to mean that land use rights cannot be mortgaged in favor of
offshore entities. However, enforcement of security is problematic and Vietnam cannot be
considered a creditor friendly jurisdiction.
b.
Labor Code
The new Labor Code of Vietnam was enacted by the National Assembly on June 18, 2012,
which took effect on May 1, 2013, to replace the old Labor Code issued on June 23, 1994 and
amended in 2002, 2006 and 2007. A large body of government and ministry regulations which
were issued to implement the old Labor Code may remain applicable in practice pending the
promulgation of the relevant regulations implementing the new Labor Code.
Labor contract
A labor contract must, with the exception of contracts with a term of less than three months,
be in writing and signed directly between an employee and the authorized legal
representative of a company. Any labor contract must be made on a standard form issued by
the Ministry of Labor, War Invalids and Social Affairs and must include the work to be carried
out, working hours and length of break, wage, working place, length of contract term, health
and safety provisions and social insurance. The standard form also contains a provision that
entitles the employer to specify further employment terms and conditions. The contents of a
labor contract must be in compliance with the laws of Vietnam and the collective labor
agreement of the relevant company.
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Internal Labor Rules

By law, companies with 10 or more employees must establish a written Internal Labor Rules,
which must be sent to the local Department of Labor, War Invalids and Social Affairs for
registration within 10 days following the companys decision issuing the Internal Labor Rules.
Failure to register the ILR with the competent authority, the Company shall be liable to the
administrative fine of VND 5,000,000 to VND 10,000,000. Moreover, without having the
Internal Labor Rules duly registered with the competent authority, the company will have no
legal basis to impose labor disciplines against employees violating work rules.
c.
Environmental Regulations
The Law on Environmental Protection dated November 29, 2005 sets out the general legal
framework for the protection of the environment in Vietnam and imposes penalties for
breaches of its provisions. It aims to limit adverse impact on the environment, control
environmental degradation and pollution, control environmental hazards and exploitation,
encourage the proper use of natural resources and protect biological diversity.
Depending on the nature and scale of each project, either one of the following shall be
required:
(i)
A compulsory environmental impact assessment report (EIAR); or
(ii)
An environmental protection undertaking (EPU) if the project is set up after July 1,

2006 (pursuant to the Law on Environmental Protection); or registration of satisfaction
of environmental standards (RSES) if the project is established prior to July 1, 2006.
The EIAR will be submitted to the Ministry of Natural Resources and Environment, local
peoples committee or executive board of industrial zones and the EPU or RSES, as the case
may be, will be filed with the local Department of Natural Resources and Environment, local
peoples committee or executive board of industrial zones for approval before a
manufacturing plant, clinic or other construction work commences operation. After approval
has been obtained from the relevant authorities, the competent authorities may from time to
time conduct regular inspections to ensure that the relevant environment standards are
complied with.
Monetary fines of up to VND30 million may be levied in the event that the company does not
comply with the contents of the EPU. On the other hand, failure to comply with the EIAR
would result in fines of up to VND200 million. Violations of the environment protection laws
and regulations may incur warnings, payments of damages, fines (up to VND500 million) and
other remedies as specified in Decree No. 179/2013/ND-CP of the Government dated
November 14, 2013.
d.
Fire Safety Regulations
Prior to the commencement of most commercial construction works, a developer must submit
a fire safety proposal for the building to the fire department. Approval of the fire department is
required before the competent authority can approve the design of the construction works and
grant the construction license, only upon which construction works can commence. Upon
completion of construction, the completed works must be subject to further fire prevention and
fighting tests and be issued with a certificate of acceptance of fire safety before they can be
put into operation.
Under Vietnamese laws on fire prevention and fighting, failure to install fire prevention and
fighting equipment such as an automatic alarm system, fire extinguishers and the like may not
result in suspension of the operation of the relevant construction works but may result in a
penalty in the amount of up to VND10 million.
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e.
Regulations on Livestock Feeds Production and Trading
According to Decree 08 of the Government dated February 5, 2010 (Decree 08), as

implemented by Circular 66 of Ministry of Natural Resource and Environment dated
October 10, 2011, livestock feeds means products livestock eat or drink which are fresh, live
or have gone through the processing or preservation stage, including livestock feed materials
or individual feeds, complete compound feeds, concentrated feeds, supplementary feeds,
feed additives, premixes, active ingredients and carriers. Decree 08 also provides the
regulations on the production, trading, import, export and accreditation of livestock feeds.
In addition, producers of livestock feeds in Vietnam will have to comply with the regulations on
announcement of conformity to national standards and technical-regulations as provided
under Circular 28 of the Ministry of Science and Technology dated December 12, 2012.
Failure to comply with the requirements on livestock feed production and trading may be
subject to administrative fines as stipulated under Decree 119 of the Government dated
October 9, 2013 on administrative sanctions against violations in the domains of veterinary
medicine, livestock breeds, and livestock feeds, which may include monetary fines of up to
VND 200 million and suspension of operations/revocation of business license of the violating
entity and/or destruction of the veterinary medicine, livestock breeds and livestock feeds
involved in the violation act.
f.
Regulations on Livestock Breeds Production
Livestock breeds production is subject to the regulations stipulated in various legal

documents. For the management of livestock breeds, Decree 14 of the Government dated
March 19, 1996 on management of domestic livestock breeding provides, among others, the
general conditions applicable to livestock breed production. In addition, Decision 15 of the
Ministry of Agriculture and Rural Development dated March 8, 2006, as amended by Circular
11 dated March 4, 2009, stipulates the regulations on process and procedures for animal and
animal product quarantine, veterinary hygiene inspection.
g.
Regulations on Veterinary Medicines
The Ordinance on Veterinary Medicines of the National Assemblys Standing Committee

dated April 29, 2004 has stipulated the general legal framework for veterinary medicines
management, veterinary hygiene inspection, veterinary use-bio-products and veterinary
practice. The general regulations provided under the Ordinance on Veterinary Medicine are
implemented by Decree 33 of the Government dated March 15, 2005, as amended by Decree
119 of the Government dated December 23, 2008. According to which, to conduct trading
activities of veterinary medicines, the traders must comply with strict conditions on business
places, registration for circulation of imported veterinary medicine, announcement of the
quality standards of veterinary medicines etc. Failure to obtain the certificate on satisfaction of
business conditions for veterinary medicines may result in a monetary up to VND 4 million.
h.
Laws on Food Safety
Vietnam does not have a unified food law; instead, there are sets of overlapping laws and
regulations that regulate food safety, hygiene, product quality and standards. Food safety and
hygiene is currently regulated by Law No. 55/2010/QH12 on Food Safety on July 1, 2011 (the
Food Safety Law). The Food Safety Law regulates, among other things, food safety in
production and trading, food advertising and labeling, remedies for food safety incidents, food
safety risk analysis and the responsibilities of state food safety management. In addition,
Decree 163/2004/ND-CP of the Government dated September 7, 2004 (Decree 163)
specifically identifies and regulates in details the food products that are subject to food safety
and hygiene and sets out specific requirements for food safety and hygiene, safety standards
and inspection. On April 25, 2012, the Government issued Decree 38/2012/ND-CP
implementing certain articles of the Food Safety Law (Decree 38). By virtue of the issuance
of Decree 38, certain provisions of Decree 163 are no longer effective and applicable.
C-22
Moreover, the food safety is also regulated by various decisions and circulars issued from
time to time by the Ministry of Health, the Ministry of Agriculture and Rural Development and
other ministries provide guidelines on food safety and hygiene.
i.
Merger Control Regulations
In Vietnam, economic concentration which consists of merger, consolidation, acquisition and

joint venture (collectively herein after referred to as merger) is mainly regulated by the
Competition Law No. 27/2004/QH11 dated December 3, 2004, took effect from July 1, 2005
and Decree 116/2005 of the Government dated September 15, 2005 (as amended on
December 16, 2011).
The Competition Law provides for 3 levels of control:
(i)
Prohibition: Any merger in which the participating parties have a combined market
share1 of more than 50% of the relevant market;
(ii)
Notification to Vietnam Competition Administration Department (Cuc Qu n l Canh

tranh in Vietnamese), abbreviated as VCAD (prior to carrying out the merger): Any
merger in which the participating parties have a combined market share of between
30% and 50% of the relevant market; and
(iii)
Exemption: Exemption cases are not subject to the prohibition or notification

requirement. Such exemption circumstances include a merger of small and medium
sized enterprises and exemption could be approved by the Minister of Industry and
Trade or the Prime Minister in case of (a) one of the parties participating in the merger
is at risk of being dissolved or of becoming bankrupt, or (b) the merger has the effect
of export expansion or contribution to socio-economic development and/or scientific
and technological progress.
Failure to notify may subject the violating party to a fine ranging from 1 to 3% of its total
revenue in the financial year preceding the year in which the breach was committed. With
respect to breach of prohibited merger, the violating party may be subject to a fine of up to
10% of its total revenue in the financial year preceding the year in which the breach was
committed. In addition to the above fines, the parties may be required to restore their initial
positions prior to the merger.
j.
Laws on Price
Certain special products such as veterinary medicines or milk are required to comply with the
regulations on price management elaborated by the Government. The Law on Price
No.11/QH13 of the National Assembly dated June 20, 2012 also sets out the principles and
methods to stabilize/control the price of such special products when traded in Vietnam. The
organizations registered for production and trading of the special products must comply with
the regulations on price management such as: price listing, price registration, price
declaration and national policy on price stabilization applicable from time to time.
The failure to comply with the price management regulations may result in administrative
sanctions imposed against the breaching party as stipulated by Decree 109 of the
Government dated September 24, 2013 on administrative sanctions against violations of the
law on pricing, fee management, and invoicing.
Combined market share means the total market share in the relevant market of the enterprises participating in a merger.
C-23
SUMMARY OF RELEVANT INDIAN LAWS AND REGULATIONS

Corporate Laws
Companies Act, 1956
The Companies Act, 1956 deals with laws relating to companies and certain other
associations. The Companies Act, 1956 was incorporated to regulate the formation, financing,
functioning and winding up of companies and prescribe regulatory mechanism regarding all
relevant aspects, including dividend distribution, organizational, financial and managerial
aspects of companies.
Companies Act, 2013
The Companies Act, 2013, has been introduced to replace the existing Companies Act, 1956
in a phased manner. The Companies Act, 2013 provides, inter alia, for significant changes to
the regulatory framework governing the corporate governance, audit procedures and
corporate social responsibilities of the Company.
The Companies Act, 2013 contains a total of 470 Sections divided into 29 Chapters. Of the
aforesaid 470 Sections, at present 184 Sections have been notified in a phased manner. The
remaining Sections have yet to be notified.
The Ministry of Corporate Affairs is empowered to issue Rules complementary to the
Companies Act, 2013 establishing the procedure to be followed by companies in order to
comply with the substantive provisions of the Companies Act, 2013. The Ministry of Company
Affairs has at present notified Rules pertaining to 19 chapters out of the 29 chapters. Draft
Rules for remaining chapters have been circulated for public comments, however the same
have yet to be prescribed.
There is no certainty about the dates when the remaining Sections and Rules shall be
notified.
Laws Related to Establishment of Undertakings
The Industries (Development and Regulation) Act, 1951
The Industries (Development and Regulation) Act, 1951, required obtaining of a license from
the Government of India, prior to establishment of any new industrial undertaking.
Subsequently, upon introduction of the new Statement on Industrial Policy dated July 24,
1991, the Government of India abolished industrial licensing, except for certain specified
industries, and prescribed the requirement to file an information memorandum or Industrial
Entrepreneurs Memorandum (IEM) for the establishment of new projects and for substantial
expansions.
The requirement to file an IEM is applicable, amongst others, to the manufacture of poultry
feed.
The Factories Act, 1948
The Factories Act, 1948 (the Factories Act) seeks to regulate labor employed in factories
and makes provisions for the safety, health and welfare of the workers. State governments
prescribe rules with respect to the prior submission of plans, their approval for the
establishment of factories and the registration and licensing of factories.
An occupier of a factory under the Factories Act, 1948 means the person who has ultimate
control over the affairs of the factory. The occupier of the factory is required to obtain a
registration for the factory. The occupier is required to ensure the health, safety and welfare of
all workers especially in respect of safety and proper maintenance of the factory.
C-24
Shops & Commercial Establishments Acts of the respective States (Shops Act)
Each State of India has enacted the Shops Act to provide for the regulation of conditions of
work in shops and commercial establishments. The Shops Act prescribes obligations in
respect of, inter alia, registration of establishments, opening and closing hours, daily and
weekly working hours, holidays, leave, health and safety measures.
Environmental Laws
The three major statutes in India which seek to regulate and protect the environment against
pollution and related activities in India are the Water (Prevention and Control of Pollution) Act,
1974, the Air (Prevention and Control of Pollution) Act, 1981 and the Environment (Protection)
Act, 1986. The basic purpose of these statutes is to control, abate and prevent pollution. In
order to achieve these objectives, Pollution Control Boards (PCBs) which are vested with
diverse powers to deal with water and air pollution, have been set up in each state. The PCBs
are responsible for setting the standards for maintenance of clean air and water, directing the
installation of pollution control devices in industries and undertaking investigations to ensure
that industries are functioning in compliance with the standards prescribed. These authorities
also have the power of search, seizure, and investigation if the authorities are aware of or
suspect pollution. In addition, the Ministry of Environment and Forests, Government of India
receives proposals for expansion, modernization and setting up of projects and it assesses
the impact that such projects would have on the environment before granting clearances for
the proposed projects.
Laws Relating to Employment
The employment of workers of any undertaking or establishment in India is regulated by a
wide variety of generally applicable labor laws. The following is an indicative list of applicable
laws:
Contract Labor (Regulation and Abolition) Act, 1970
Trade Unions Act, 1926
Minimum Wages Act, 1948

Employees State Insurance Act, 1948
Employees Provident Fund and Miscellaneous Provisions Act, 1952
Payment of Bonus Act, 1965
Payment of Wages Act, 1936
Payment of Gratuity Act, 1972
Employees Compensation Act, 1923
Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act,
1979
Real Property Laws

Transfer and development of real property in India is regulated under various central and
state laws. The general principles of transfer for real property are primarily codified under the
Transfer of Property Act, 1882 (TP Act), which is a central enactment. The TP Act in
general covers the various types of transfers relating to real property (such as sale, lease and
mortgage), validity of restrictions and conditions imposed on transfers, rights and liabilities of
transferors and transferees in real property transactions, and creation of contingent and
vested interests. The operation under TP Act is further supplemented by other central
enactments such as the Indian Easements Act, 1882, Registration Act, 1908, Land
Acquisition Act, 1894 etc.
C-25
The planning, development and use of real property is usually governed by local laws which
differ from one state to another. Usually, under these state laws, real property is categorized
as residential, commercial, industrial or agricultural. Property classified under a particular
category can be used only for such specified purpose and any variation in such use usually
requires conversion permissions to be issued by the relevant town and country planning
authorities. Further, every state has its own set of laws, regulations and bye-laws governing
planned development and construction. In each state, the authorities usually governing
building activities are the town and country planning department, municipal corporations, and
village gram panchayats. These authorities regulate the issuance of consents/permits (such
as commencement certificates, fire No Objection Certificates, occupation certificates and
completion certificates) for each stage of construction and development of real property.
Certain Foreign Investment and Foreign Exchange Laws
The Foreign Exchange Management Act, 1999 (FEMA), the rules, regulations and
notifications issued under FEMA by the Reserve Bank of India (RBI), and the policy
prescribed by the Department of Industrial Policy and Promotion (DIPP), Ministry of
Commerce and Industry, Government of India regulate the manner of undertaking foreign
investment in Indian companies, including the issue and transfer of securities.
The DIPP has issued Circular 1 of 2014 (the FDI Policy) which consolidates the policy
framework on foreign direct investment (FDI), with effect from April 17, 2014. The FDI Policy
consolidates and subsumes all the press notes, press releases, and clarifications on FDI
issued by DIPP till April 16, 2014. The FDI Policy, which is administered by the RBI and the
Foreign Investment Promotion Board, provides for investment caps in certain restricted
sectors. The FDI Policy further sets out the procedures applicable to investments in these
restricted sectors and also in the other sectors where investments are freely permitted. In
accordance with the FDI Policy, foreign direct investment is permitted up to 100% under the
automatic route in all sectors and activities that are not specifically prohibited or permitted
only under the approval route under the FDI Policy.
Japfa Comfeed India Private Limited and Central India Poultry Breeders Private Limited
(Indian Subsidiaries) are engaged in the business of (i) manufacturing poultry feed; and
(ii) owning and operating poultry breeding farms as well as hatcheries under controlled
conditions where micro-climate is controlled through advanced technologies like incubators,
ventilation systems, etc. Foreign investment of up to 100% is permitted under automatic route
in the Indian Subsidiaries.
In addition to the investment caps, the FDI Policy regulates the price at which a non-resident
person (NR) or an Indian company which is owned or controlled by a non-resident (FOCC)
may acquire or divest the shares of an Indian company. As per the FDI Policy, as currently in
place, the price at which a NR/FOCC may acquire equity shares of an unlisted Indian
company cannot be less than the fair valuation of the equity shares of the company as on the
date of such issuance, as determined by a SEBI-registered category-I merchant banker or a
chartered accountant as per the discounted free cash flow method. In the case of divestment/
sale of the shares held by a NR/FOCC, the sale price cannot exceed the fair valuation of the
equity shares of the company as on the date of such divestment, as determined by a SEBIregistered category-I merchant banker or a chartered accountant as per the discounted cash
flow method calculated as per the FDI Policy.
The FEMA and the rules and regulations made thereunder also prohibit a non-resident from
borrowing funds offshore or onshore by creating any form of charge on immovable assets
situated in India without prior approval of the RBI. However, the Indian-incorporated
companies which are in possession of the immovable assets in India are permitted to create a
charge on such assets to raise funds within India, other than for the purposes of making
investments into other Indian-incorporated companies. Further, the Indian-incorporated
companies may also create charges on its immovable assets for raising loans from offshore
lenders subject to compliance with the FEMA.
C-26
Any contravention or non-compliance with the FEMA or the FDI Policy is liable to attract
monetary penalties or civil imprisonment if such penalties are not paid, or result in
confiscation of relevant assets.
Other Regulations
The Petroleum Act, 1934
The Petroleum Act, 1934 (Petroleum Act), was enacted to consolidate the law relating to the
import, transport, storage, production, refining and blending of petroleum. Under the provisions of
the Petroleum Act, a license is required for the import, storage and transport of petroleum. Any
contravention of the provisions of the Petroleum Act may lead to levy of a penalty. The Ministry of
Petroleum & Natural Gas, Government of India, has issued Petroleum Rules, 2002, under the
provisions of the Petroleum Act, to administer the provisions of the Petroleum Act.
The Indian Boilers Act, 1923
Under the provisions of the Indian Boilers Act, 1923 (Boilers Act), an owner of a boiler is
required to get the boiler registered and certified for its use. The Boilers Act also provides for
penalties for illegal use of boilers.
C-27
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APPENDIX DOUR SUBSIDIARIES AND ASSOCIATED COMPANIES

Details of our subsidiaries and associated companies are as follows:
Name
Singapore
AIH2 Pte. Ltd.
Annona Pte. Ltd.

AustAsia Food Pte.
Ltd.
Date and Place of

Incorporation / Principal
Place of Business
July 3, 2014,
Singapore / Singapore
November 3, 2009,
November 22, 2003,
AustAsia Investment April 17, 2009,

Holdings Pte. Ltd. Singapore / Singapore
Japfa China
Investments Pte.
Ltd.
December 5, 2012,
Japfa India
Investments Pte.
Ltd.
March 7, 2012,
Japfa Myanmar
Investments Pte.
Ltd. (gazetted to
be struck off)
Japfa Myanmar JV
Pte. Ltd.
March 6, 2013,
Singapore/ Singapore
March 10, 2013,

Japfa Vietnam
Investments Pte.
Ltd.
March 20, 2012,

Jupiter Foods Pte.

Ltd.
Hong Kong
AustAsia Food HK
Limited
March 2, 2010,
Principal Activities
Investment holding,
business and
management
consultancy services
General wholesale
trade
Investment holding,
general wholesale
trade
Investment holding,
general wholesale
trade
Investment holding,
business and
management
Investment holding,
business and
management
Investment holding,
business and
management
Investment holding,
business and
management
Investment holding,
business and
management
Investment holding
Effective
Ownership
Interest (%)(1)
Issued and Paid-Up

Capital / Charter Capital
100.0(2)
S$1.00
100.0
S$6,530,000
61.9(3)
S$12,204,300.00
61.9(4)
US$313,300,000.00
100.0
S$1.00
100.0
S$11,650,068.00
100.0
S$1.00
100.0
S$1.00
100.0
S$63,976,155.00
100.0
S$20,210,00.00
February 16, 2007,

Hong Kong /
Hong Kong
Trading, wholesale and

distribution
61.9(5)
HK$4,000,001.00
March 26, 2003,

India / Maharashtra,
India
November 17, 1995,
India / Maharashtra,
India
Poultry farms, breeding

farms and hatcheries
50.0(6)
INR103,254,000.00
Poultry farms, breeding

farms and hatcheries
100.0(7)
INR2,326,447,630.00
Trading and distribution
61.9(8)
IDR1,250,000,000.00
PT Greenfields
Indonesia
January 5, 2009,
Indonesia / Indonesia
November 26, 1997,
61.9(9)
IDR240,000,000,000.00
PT Japfa Comfeed
Indonesia Tbk
October 4, 1972,
Milk industry, export

trading and wholesale
trading
Agriculture, breeding,
fishery, and general
trading
Production and sale of
mayonnaise
57.5(10)
IDR1,666,250,182,000.00
51.0(11)
IDR60,000,000,000.00
India
Central India Poultry
Breeders Private
Limited
Japfa Comfeed India
Private Ltd
Indonesia
PT AustAsia Food
PT Intan Kenkomayo July 31, 2012,

Indonesia
D-1
Name
Date and Place of

Place of Business
100.0(12)
IDR500,000,000,000.00
100.0(13)
IDR313,975,643,257.00
October 31, 2007.

Malaysia/ Selangor,
Malaysia
Importers, exporters of
foodstuff
61.9(14)
RM2.00
August 2, 2013,
Myanmar/ Yangon,
Myanmar
Manufacturing and
marketing of animal
feed, poultry breeder
farm, hatchery farm
and contract farming
85.0(15)
Kyat 10,005,000,000.00
61.9(16)
US$35,000,000.00
100.0
US$11,000,000.00
61.9(17)
US$40,000,000.00
61.9(18)
US$25,000,000.00
61.9(19)
Issued:
US$2,000,000.00
Paid-up:
US$1,000,000.00
61.9(20)
US$30,000,000.00
100.0
VND198,000,000,000.00
100.0
VND826,861,400,000.00
100.0
VND1,352,159,000,000.00
September 19, 1996,

Indonesia/ Indonesia
PT So Good Food
Manufacturing
August 13, 1997,

Myanmar
Japfa Comfeed
Myanmar Pte Ltd
PRC
Dongying AustAsia
Modern Dairy Farm
Co., Ltd
Dairy cattle breeding,

July 31, 2009, PRC /
Guangrao County, PRC grass forage
production, raw milk
production
Dongying Japfa Beef March 29, 2013, PRC / Beef cattle breeding,
Co. Ltd.
Shandong Province,
grass forage
PRC
production, import and
export of beef cattle
and related products
Dongying Shenzhou April 10, 2013, PRC /
AustAsia Modern
Shandong Province,
grass forage
Dairy Farm Co. Ltd
PRC
production
Dongying Xianhe
June 28, 2011, PRC /
AustAsia Modern
Shandong Province,
grass forage
Dairy Farm Co. Ltd
PRC
production
Shanghai AustAsia
December 23, 2013,
Wholesale of preFood Co., Ltd
PRC/ Shanghai, PRC
packaged food and
dairy products
(excluding milk powder
for infant and baby)
TaiAn AustAsia
May 5, 2011, PRC /
Modern Dairy Farm Shandong Province,
grass forage
Co., Ltd.
PRC
production, organic
fertilizers production,
raw milk production
Vietnam
Japfa Comfeed Binh November 24, 2009,
Broiler and swine
Thuan Limited
Vietnam / Binh Thuan breeding and
Company
province, Vietnam
commercial farming
Japfa Comfeed Long September 9, 2003,
Broiler and swine
An Limited Company Vietnam / Long An
breeding and
province, Vietnam
commercial farming
and feed production
Japfa Comfeed
Vietnam Limited
Company
Issued and Paid-Up

Trading, processing
industries for food
production, postharvest industries, feed
mill industries and milk
industries
Processing and
preservation of meat,
other processing and
preservation of fish and
processed food
PT So Good Food
Malaysia
AustAsia Food
(M) Sdn. Bhd.
Effective
Ownership
Interest (%)(1)
June 22, 1996,

Vietnam / Hanoi,
Vietnam
Broiler and swine

breeding and
commercial farming
and feed production
D-2
Name
Date and Place of

Place of Business
Japfa Hypor
Genetics Company
Limited
July 31, 2012,

Vietnam/ Binh Phuoc
province, Vietnam
Jupiter Foods
Vietnam Joint Stock
Company
June 10, 2010,

Vietnam/ Binh Duong
province, Vietnam
Production and
distribution of swine
genetics, swine
breeding
Distribution, producing
and processing
consumer foods and
milk processing
Effective
Ownership
Interest (%)(1)
Issued and Paid-Up

85.0(21)
US$4,476,074.00
100.0(22)
VND325,172,000,000.00
Notes:
(1)
The proportion of ownership interest of the relevant corporation and, if different, proportion of voting power held by the
relevant corporation.
(2)
AIH2 Pte. Ltd. is currently wholly-owned by our Company. However, it is expected that capital calls for AIH2 will be on the
basis of our Company at 64.45% and BR Fund 2 at 35.55%. Accordingly, our shareholding in AIH2 will be diluted on the
same basis once capital calls are made. See Corporate Structure and OwnershipCertain Commercial Arrangements
Relating to our SubsidiariesAIH Shareholders AgreementAIH2 for more information.
(3)
AustAsia Food Pte. Ltd. is wholly-owned by AustAsia Investment Holdings Pte. Ltd., which is 61.9% held by our Company.
(4)
AustAsia Investment Holdings Pte. Ltd. is 61.9% held by our Company and 38.1% held by the BR Group, comprising BR
Fund 1 and BR Co-Fund 1, both of whom are unrelated third parties.
(5)
AustAsia Food HK Limited is wholly-owned by AustAsia Investment Holdings Pte. Ltd., which is 61.9% held by our
Company.
(6)
Central India Poultry Breeders Private Limited is 50.0% held by Japfa Comfeed India Private Ltd and 50.0% held by
Aviagen International Holdings Ltd, an unrelated third party.
(7)
Japfa Comfeed India Private Ltd is 84.0% held by our wholly-owned subsidiary, Japfa India Investments Pte. Ltd., and
16.0% held by our Company.
(8)
PT AustAsia Food is 99.0% held by PT Greenfields Indonesia and 1.0% held by AustAsia Food Pte. Ltd. Our Company
has an interest of 61.9% in each of PT Greenfields Indonesia and AustAsia Food Pte. Ltd.
(9)
PT Greenfields Indonesia is 99.997% held by AustAsia Investment Holdings Pte. Ltd. and 0.0034% held by AustAsia Food
Pte. Ltd. Our Company has an interest of 61.9% in each of AustAsia Investment Holdings Pte. Ltd. and AustAsia Food Pte.
Ltd.
(10) PT Japfa Comfeed Indonesia Tbk is listed on the Indonesia Stock Exchange.
(11) PT Intan Kenkomayo Indonesia is 51.0% held by our wholly-owned subsidiary, PT So Good Food, and 49.0% held by
KENKO Mayonnaise Co., Ltd, an unrelated third party.
(12) PT So Good Food is 99.92% held by our wholly-owned subsidiary, Jupiter Foods Pte. Ltd. and 0.08% held by Annona Pte.
Ltd.
(13) PT So Good Food Manufacturing is 99.99% held by our wholly-owned subsidiary, PT So Good Food, and 0.01% held by
Jupiter Foods Pte. Ltd.
(14) AustAsia Food (M) Sdn. Bhd. is wholly-owned by AustAsia Investment Holdings Pte. Ltd., which is 61.9% held by our
Company.
(15) Japfa Comfeed Myanmar Pte Ltd is 85.0% held by our wholly-subsidiary, Japfa Myanmar JV Pte. Ltd., and 15.0% held by
Best Livestock Limited, an unrelated third party.
(16) Dongying AustAsia Modern Dairy Farm Co., Ltd is wholly-owned by AustAsia Investment Holdings Pte. Ltd., which is
61.9% held by our Company.
(17) Dongying Shenzhou AustAsia Modern Dairy Farm Co. Ltd is wholly-owned by AustAsia Investment Holdings Pte. Ltd.,
which is 61.9% held by our Company.
(18) Dongying Xianhe AustAsia Modern Dairy Farm Co. Ltd is wholly-owned by AustAsia Investment Holdings Pte. Ltd., which
is 61.9% held by our Company.
(19) Shanghai AustAsia Food Co., Ltd is wholly-owned by AustAsia Investment Holdings Pte. Ltd., which is 61.9% held by our
Company.
(20) TaiAn AustAsia Modern Dairy Farm Co., Ltd. is wholly-owned by AustAsia Investment Holdings Pte. Ltd., which is 61.9%
held by our Company.
(21) Japfa Comfeed Long An Limited Company, which is an indirect wholly-owned subsidiary of our Company, owns 85.0% of
the charter capital of Japfa Hypor Genetics Company Limited, and Hypor B.V Company owns 15.0% of the charter capital
of Japfa Hypor Genetics Company Limited.
(22) Jupiter Foods Vietnam Joint Stock Company is 99.0% held by our wholly-owned subsidiary, Jupiter Foods Pte. Ltd., 0.5%
held by Mr. Hoang Phan Tan, the Chairman of the Board of Management of Jupiter Foods Vietnam Joint Stock Company
and 0.5% held by Mr. Bambang Widjaja, who is the Head of Capital MarketsCorporate Finance at PT Japfa Comfeed
Indonesia Tbk. Mr. Hoang Phan Tan and Mr. Bambang Widjaja are holding their respective shareholding interests on
behalf of / as a nominee of Jupiter Foods Pte. Ltd. We are intending to convert Jupiter Foods Vietnam Joint Stock
Company into a limited liability company requiring only one shareholder. Following the proposed conversion, Jupiter Foods
Vietnam Joint Stock Company will be wholly-owned by Jupiter Foods Pte. Ltd.
D-3
Details of PT Japfa Comfeed Indonesia Tbks subsidiaries are as follows:
Name
Australia
Japfa Santori Australia
Pty Limited
Indonesia
PT Agrinusa Jaya
Santosa
PT Artha Lautan Mulya
PT AustAsia Stockfeed
Date and Place of

Incorporation /
Principal Place of
Business
Effective
Ownership
Interest (%)(1)
Issued and Paid-Up

Capital /Charter Capital
April 23, 2013,

Australia/ Australia
Ownership, operation
and management of
pastoral properties
57.5(2)
AUD 20,000,010.00
June 6, 2008,
August 25,1988,
August 6, 1980,
Animal vaccine and

medicine trading
Shrimp farming
57.5(3)
IDR 60,000,000,000.00
57.5(4)
IDR 11,000,000,000.00
57.5(5)
IDR 50,000,000,000.00
57.5(6)
IDR 15,000,000,000.00
57.5(7)
IDR 1,000,000,000.00
34.5(8)
IDR 600,000,000.00
57.5(9)
IDR 690,000,000,000.00
28.8(10)
IDR 270,000,000,000.00
57.5(11)
IDR 11,329,500,000.00
34.5(12)
IDR 100,000,000,000.00
57.5(13)
IDR 400,000,000,000.00
57.5(14)
IDR 409,000,000,000.00
57.5(15)
IDR 28,714,773,000.00
54.6(16)
IDR 4,000,000,000.00
57.5(17)
IDR 390,150,950,000.00
57.5(18)
IDR 880,000,000,000.00
57.5(19)
IDR 6,650,000,000.00
57.5(20)
IDR 31,000,000,000.00
57.5(21)
IDR 25,000,000,000.00
Trading, cattle breeding

and production of animal
feed
PT Bhirawa Mitra
September 6, 1999, Land transportation
Sentosa
Indonesia/ Indonesia services
PT Bintang Laut Timur
September 27, 1974, Container services
Indonesia/ Indonesia business
PT Bumiasri Lestari
July 15, 1988,
Shrimp farming
PT Ciomas Adisatwa
August 13, 1988,
Trading, commercial
Indonesia/ Indonesia farm, chicken breeding
and chicken slaughter
house
PT Indojaya Agrinusa
December 27, 1995, Livestock farming
PT Indonesia Pelleting
October 30, 1968,
Stockbreeding, fisheries
Indonesia/ Indonesia and agriculture
PT Iroha Sidat Indonesia February 8, 2012,
Eel farming and
Indonesia/ Indonesia processing industry
PT Jakamitra Indonesia January 28, 1997,
Real estate,
Indonesia/ Indonesia development,
agribusiness
PT Japfa Indoland
November 30, 1992, Real estate development
PT Japfafood Nusantara January 28, 1997,
Food, beverages, and
(Dormant)
Indonesia/ Indonesia ingredients
PT Kraksaan Windu
September 9, 1988, Shrimp farming
PT Santosa Agrindo
September 19, 1991, Trading, cattle breeding,
Indonesia/ Indonesia feedlot, cattle slaughter
house
PT Suri Tani Pemuka
September 30, 1988, Livestock, aquaculture,
Indonesia/ Indonesia fishery, industry, and
general trading
PT Tretes Indah Permai November 20, 1995, Real estate
PT Vaksindo Satwa
October 31, 1981,
Vaccine and veterinarian
Nusantara
Indonesia/ Indonesia medicines, animal
husbandry, laboratory
and general trading
PT Wabin Jayatama
March 26, 1988,
Farm, fisheries,
Indonesia/ Indonesia agriculture, plantation
and poultry
D-4
Name
Netherlands
Comfeed Finance B.V.
Comfeed Trading B.V.
Singapore
Apachee Pte. Ltd.
Date and Place of

Incorporation /
Principal Place of
Business
April 10, 2013,

Amsterdam/
The Netherlands
April 11, 2013,
Amsterdam/ The
Netherlands
November 16 2009,
Singapore /
Singapore
Effective
Ownership
Interest (%)(1)
Issued and Paid-Up

Capital /Charter Capital
Financing
57.5(22)
US$1.00
Commodities trading /
procurement
57.5(23)
US$1.00
General wholesale
trade; investment
holding
57.5(24)
US$4,750,000.00
Notes:
(1)
The proportion of ownership interest of the relevant corporation and, if different, proportion of voting power held by the
relevant corporation.
(2)
Japfa Santori Australia Pty Limited is wholly-owned by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT
Santosa Agrindo.
(3)
PT Agrinusa Jaya Santosa is 99.996% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Ciomas
Adisatwa, and 0.004% held by PT Bintang Laut Timur.
(4)
PT Artha Lautan Mulya is 99.55% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Suri Tani
Pemuka, and 0.45% held by PT Ciomas Adisatwa.
(5)
PT AustAsia Stockfeed is 99.992% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Santosa
Agrindo, and 0.008% held by PT Ciomas Adisatwa.
(6)
PT Bhirawa Mitra Sentosa is 99.87% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Ciomas
(7)
PT Bintang Laut Timur is 99.9% held by PT Japfa Comfeed Indonesia Tbk and 0.1% held by PT Ciomas Adisatwa.
(8)
PT Bumiasri Lestari is 60.0% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Suri Tani Pemuka,
25.0% held by Bambang Budi Hendarto, who is an executive officer of our Company, and 15.0% held by Edy Soedijono,
an unrelated third party.
(9)
PT Ciomas Adisatwa is 99.999% held by PT Japfa Comfeed Indonesia Tbk and 0.001% held by Mr. Hendri, who is the
financial controller of our Groups poultry division.
(10) PT Indojaya Agrinusa is 50.0% held by PT Japfa Comfeed Indonesia Tbk and 50.0% held by PT Archipelago Indah, an
unrelated third party.
(11) PT Indonesia Pelleting is 99.0% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Ciomas
(12) PT Iroha Sidat Indonesia is 60.0% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Suri Tani
Pemuka, and 36.0% held by Marubeni Corporation and 4.0% held by PT Marubeni Indonesia.
(13) PT Jakamitra Indonesia is 99.9992% held by PT Japfa Comfeed Indonesia Tbks indirect, wholly-owned subsidiary, PT
Japfa Indoland, and 0.0008% held by PT Ciomas Adisatwa.
(14) PT Japfa Indoland is 99.96% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Ciomas Adisatwa,
and 0.04% held by PT Bintang Laut Timur.
(15) PT Japfafood Nusantara is 99.6% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Ciomas
(16) PT Kraksaan Windu is 95% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Suri Tani Pemuka,
and 5% held by PT Artha Lautan Mulya.
(17) PT Santosa Agrindo is 99.9997% held by PT Japfa Comfeed Indonesia Tbk and 0.0003% held by PT Ciomas Adisatwa.
(18) PT Suri Tani Pemuka is 99.94% held by PT Japfa Comfeed Indonesia Tbk and 0.06% held by PT Ciomas Adisatwa.
(19) PT Tretes Indah Permai is 99.98% held by PT Japfa Comfeed Indonesia Tbks indirect, wholly-owned subsidiary, PT Japfa
Indoland, and 0.02% held by PT Ciomas Adisatwa.
(20) PT Vaksindo Satwa Nusantara is 99.8% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Ciomas
Adisatwa, and 0.2% held by PT Japfa Comfeed Indonesia Tbk.
(21) PT Wabin Jayatama is 99.0% held by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Ciomas Adisatwa,
and 0.1% held by PT Japfa Comfeed Indonesia Tbk.
(22) Comfeed Finance B.V. is wholly-owned by PT Japfa Comfeed Indonesia Tbk.
(23) Comfeed Trading B.V. is wholly-owned by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, Comfeed Finance
B.V.
(24) Apachee Pte. Ltd. is wholly-owned by PT Japfa Comfeed Indonesia Tbks wholly-owned subsidiary, PT Ciomas Adisatwa.
D-5
APPENDIX EDESCRIPTION OF OUR SHARES AND SUMMARY OF SELECTED

ARTICLES OF ASSOCIATION OF OUR COMPANY
The following statements are brief summaries of the more important rights and privileges of
Shareholders conferred by the laws of Singapore and our Articles of Association. These
statements summarize the material provisions of our Articles of Association, but are qualified
in its entirety by reference to our Articles of Association and the laws of Singapore.
The statements below provide, among other things, a description of Shareholders voting
rights, restrictions on the transferability of shareholdings and Shareholders rights to share in
any surplus in the event of liquidation, and provides information about our share capital.
ORDINARY SHARES AND PREFERENCE SHARES
Our Articles of Association provide that we may issue shares of a different class with
preferential, deferred, qualified or other special rights, privileges or conditions as our Board of
Directors may determine and may issue preference shares which are, or at our option are,
subject to redemption, subject to certain limitations. As of the Latest Practicable Date, the
total issued and paid-up share capital of our Company is S$958,935,123 comprising
493,156,797 Shares, all of which are fully paid up. As of the date of this Prospectus, the total
issued and paid-up share capital of our Company is S$958,935,123 comprising
1,479,470,391 Shares, all of which are fully paid up. There are no preference shares in issue.
Upon the allotment of the Shares which are the subject of the Offering (and assuming the
Over-Allotment Option is not exercised), the resultant issued and paid-up capital of our
Company will be increased to S$1,157,335,123 comprising 1,727,470,391 Shares. All of our
ordinary shares are in registered form. We may, subject to the provisions of the Singapore
Companies Act and the rules of the SGX-ST purchase our own Shares. However, we may
not, except in circumstances permitted by the Singapore Companies Act, grant any financial
assistance for the acquisition or proposed acquisition of our own ordinary shares.
NEW ORDINARY SHARES
New Shares may only be issued with prior approval from a general meeting of our
Shareholders.
Our Shareholders may by ordinary resolution give our Directors authority to allot and issue
shares and/or convertible securities in our Company. The maximum number of Shares to be
issued upon conversion is determinable at the time of the issue of such convertible securities
(whether by way of rights, bonus or otherwise), and shares and/or convertible securities may
be issued at any time and from time to time thereafter to such persons and on such terms and
conditions and for such purposes as the Directors may in their absolute discretion deem fit
provided always that the aggregate number of Shares (including Shares to be issued
pursuant to such convertible securities) must not exceed 50.0% of the issued share capital of
our Company, of which the aggregate number of Shares (including Shares to be issued
pursuant to such convertible securities) other than on a pro rata basis to existing
Shareholders shall not exceed 20.0% of the issued share capital of our Company (the
percentage of issued share capital being based on the issued share capital at the time of
passing of the resolution after adjusting for new Shares arising from the conversion of any
convertible securities or employee share options in issue at the time such authority is given
and for any subsequent consolidation or subdivision of Shares). Unless revoked or varied by
our Shareholders at a general meeting, such authority shall continue in force until the
conclusion of the next annual general meeting of our Company or the expiration of the period
within which the next annual general meeting of our Company is required by law to be held,
whichever is the earlier.
E-1
SHAREHOLDERS
Only persons who are registered in our register of Shareholders and, in cases in which the
person so registered is CDP, the persons named as the depositors (as defined in the
Singapore Companies Act) in the depository register maintained by CDP for our ordinary
shares, are recognized as shareholders.
For the purpose of determining the number of votes which a Shareholder who is an accountholder directly with CDP or a depository agent, or his proxy, may cast at any general meeting
on a poll, the reference to shares held or represented shall, in relation to shares of that
Shareholder, be the number of shares entered against his name in the register maintained
with CDP 48 hours before the time of the relevant general meetings as certified by CDP to us.
We will not, except as required by law, recognize any equitable, contingent, future or partial
interest in any ordinary share or other rights for any ordinary share other than the absolute
right thereto of the registered holder of the ordinary share or of the person whose name is
entered in the depository register for that ordinary share.
We may close the register of Shareholders for any time or times if we provide the SGX-ST
with at least 10 clear Market Days notice. However, the register may not be closed for more
than 30 days in aggregate in any calendar year. We would typically close the register to
determine Shareholders entitlement to receive dividends and other distributions.
TRANSFER OF ORDINARY SHARES
Our Board of Directors may decline to register any transfer of ordinary shares which are not
fully paid shares or ordinary shares on which we have a lien. Our Board of Directors may also
decline to register any instrument of transfer unless, among other things, it has been duly
stamped and is presented for registration together with the share certificate and such other
evidence of title as they may require. Ordinary shares may be transferred by a duly signed
instrument of transfer in any form approved by the Directors and the SGX-ST. There is no
restriction on the transfer of fully paid shares except where required by law or the listing rules
or by-laws of the SGX-ST. A Shareholder may transfer any ordinary shares held through the
SGX-ST book entry settlement system by way of a book-entry transfer without the need for
any instrument of transfer.
We will replace lost or destroyed certificates for Shares if we are properly notified and if the
applicant pays a fee which will not exceed S$2.00 and furnishes any evidence and indemnity
that our Board of Directors may require.
A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by
proxy. Proxies need not be a Shareholder. A person who holds Shares through the SGX-ST
book-entry settlement system will only be entitled to vote at a general meeting as a
Shareholder if his name appears on the depository register maintained by CDP 48 hours
before the general meeting.
VOTING RIGHTS
Except as otherwise provided in our Articles of Association, two or more Shareholders must
be present in person or by proxy to constitute a quorum at any general meeting. Under our
Articles of Association:
on a show of hands, every Shareholder present in person or by proxy shall have one
vote (provided that in the case of a Shareholder who is represented by two proxies, only
one of the two proxies as determined by that Shareholder or, failing such determination,
by the chairman of the meeting (or by a person authorized by the chairman) shall be
entitled to vote on a show of hands); and
on a poll, every Shareholder present in person or by proxy shall have one vote for each
Share which he holds or represents.
E-2
A poll may be demanded in certain circumstances, including:
by the chairman of the meeting;
by any two Shareholders present in person or by proxy and entitled to vote; or
by any Shareholder present in person or by proxy and representing not less than 10.0%
of the total voting rights of all Shareholders having the right to attend and vote at the
meeting.
However, no poll may be demanded on the election of the chairman of the meeting or on a
question of adjournment of the meeting. In the case of a tied vote, whether on a show of
hands or a poll, the chairman of the meeting shall not be entitled to a casting vote.
GENERAL MEETINGS OF SHAREHOLDERS
We are required to hold an annual general meeting every year. Our Board of Directors may
convene an extraordinary general meeting whenever it thinks fit and must do so if
Shareholders representing not less than 10.0% of the total voting rights of all Shareholders
request in writing that such a meeting be held. In addition, two or more Shareholders holding
not less than 10.0% of our issued share capital may call a meeting. Unless otherwise required
by law or by our Articles of Association, voting at general meetings is by ordinary resolution,
requiring an affirmative vote of a simple majority of the votes cast at that meeting. An ordinary
resolution suffices, for example, for the appointment of directors. A special resolution,
requiring the affirmative vote of at least 75.0% of the votes cast at the meeting, is necessary
for certain matters under Singapore law, such as the voluntary winding up of the company,
amendments to our Memorandum and Articles of Association, a change of the Companys
corporate name and a reduction in our share capital.
We must give at least 21 days notice in writing for every general meeting convened for the
purpose of passing a special resolution. Ordinary resolutions generally require at least 14
days notice in writing. For so long as our Shares are listed on the SGX-ST, at least 14 days
notice of any general meeting shall be given in writing to the SGX-ST and by advertisement in
the daily press. The notice must be given to every Shareholder holding shares conferring the
right to attend and vote at the meeting and must set forth the place, the day and the hour of
the meeting and, in the case of special business, the general nature of that business. All
general meetings shall be held in Singapore.
LIMITATIONS ON RIGHTS TO HOLD OR VOTE SHARES
Singapore law and our Articles of Association do not impose any limitations on the right of
non-resident or foreign Shareholders to hold or exercise voting rights attached to our Shares.
DIVIDENDS
We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting,
but we may not pay dividends in excess of the amount recommended by our Board of
Directors. Our Board of Directors may also declare an interim dividend without the approval of
our Shareholders.
We must pay all dividends out of our profits. All dividends we pay are pro rata in amount to
our Shareholders in proportion to the amount paid-up on each Shareholders Shares, unless
the rights attaching to an issue of any Share provide otherwise.
Unless otherwise directed, dividends are paid by cheque or warrant sent through the post to
each Shareholder at his registered address appearing in our register of members or (as the
case may be) the depository register. However, our payment to CDP of any dividend payable
to a Shareholder whose name is entered in the depository register shall, to the extent
payment made to CDP, discharge us from any liability to that Shareholder in respect of that
payment.
E-3
BONUS AND RIGHTS ISSUE

Our Board of Directors may, with the approval from our Shareholders at a general meeting,
capitalize any amounts standing to the credit of our reserve funds or otherwise available for
distribution or to the credit of the profit and loss account and distribute the same as bonus
Shares credited as paid-up to the Shareholders in proportion to their shareholdings.
Our Board of Directors may also issue bonus Shares to participants of any share incentive or
option scheme or plan implemented by our Company and approved by our Shareholders in
such manner and on such terms as our Board of Directors shall think fit.
Our Board of Directors may also issue rights to take up additional Shares to Shareholders in
proportion to their shareholdings. Such rights are subject to any conditions attached to such
issue and the regulations of any securities exchange upon which our Shares are listed.
TAKEOVERS
The Singapore Companies Act, the Securities and Futures Act and the Singapore Take-over
Code regulate the acquisition of ordinary shares of public companies and contain certain
provisions that may delay, deter or prevent a future takeover or change in control of the
Company. Any person acquiring an interest resulting in him, either on his own or together with
parties acting in concert with him, holding 30.0% or more of our voting shares, or, such
person holds, either on his own or together with parties acting in concert with him, between
30.0% and 50.0% (both inclusive) of our voting shares and acquires (either on his own or
together with parties acting in concert with him) more than 1.0% of our voting Shares any sixmonth period, must extend a takeover offer for the remaining voting shares in accordance
with the provisions of the Singapore Take-over Code.
Parties acting in concert comprise individuals or companies who, pursuant to an
arrangement or understanding (whether formal or informal), co-operate, through the
acquisition by any of them of shares in a company, to obtain or consolidate effective control
that company. Certain persons are presumed (unless the presumption is rebutted) to be
acting in concert with each other. They are as follows:
a company and its related companies, the associated companies of any of the company
and its related companies and companies whose associated companies include any of
these companies;
any person who has provided financial assistance (other than a bank in the ordinary
course of business) to any of the entities set out immediately above for the purchase of
voting rights;
a company and its directors (together with their close relatives, related trusts and
companies controlled by any of the directors, their close relatives and related trusts);
a company and its pension funds and employee share schemes;
a person and any investment company, unit trust or other fund whose investment such
person manages on a discretionary basis, but only in respect of the investment account
which such person manages;
a financial or other professional adviser, including a stockbroker, with its clients in

respect of shareholdings held by (i) the adviser and persons controlling, controlled by or
under the same control as the adviser and (ii) all the funds managed by the adviser on a
discretionary basis, where the shareholdings of the adviser and any of those funds in the
client total 10.0% or more of the clients equity share capital;
E-4
directors of a company (together with their close relatives, related trusts and companies
controlled by any of such directors, their close relatives and related trusts) which is
subject to an offer or where the directors have reason to believe a bona fide offer for the
company may be imminent;
partners;
an individual and his close relatives, related trusts, any person who is accustomed to act
in accordance with his instructions and companies controlled by the individual, his close
relatives, his related trusts or any person who is accustomed to act in accordance with
his instructions; and
any person who has provided financial assistance (other than a bank in the ordinary
course of business) to any of the persons set out immediately above for the purchase of
voting rights.
A mandatory offer for consideration other than cash must, subject to certain exceptions, be
accompanied by a cash alternative at not less than the highest price paid by the offeror or
parties acting in concert with the offeror within the six months preceding the acquisition of
shares that triggered the mandatory offer obligation.
Under the Singapore Take-over Code, where effective control of a public company
incorporated in Singapore is acquired or consolidated by a person, or persons acting in
concert, a general offer to all other shareholders is normally required. An offeror must treat all
shareholders of the same class in an offeree company equally. A fundamental requirement is
that shareholders in the company subject to the takeover offer must be given sufficient
information, advice and time to consider and decide on the offer.
LIQUIDATION OR OTHER RETURN OF CAPITAL
If the Company liquidates or in the event of any other return of capital, holders of the Shares
will be entitled to participate in any surplus assets in proportion to their shareholdings, subject
to any special rights attaching to any other class of shares then existing.
INDEMNITY
As permitted by Singapore law, our Articles of Association provide that, subject to the
Singapore Companies Act, we will indemnify our Board of Directors and officers against any
liability incurred in defending any proceedings, whether civil or criminal, which relate to
anything done or omitted to have been done as an officer, director or employee and in which
judgment is given in his favor or if the proceedings are otherwise disposed of without any
finding or admission of any material breach of duty on his part or in which he is acquitted or in
connection with any application for relief which is granted to him by the court.
We may not indemnify directors and officers against any liability which by law would otherwise
attach to them in respect of any negligence, default, breach of duty or breach of trust of which
they may be guilty in relation to the Company.
SUBSTANTIAL SHAREHOLDINGS
Under the Securities and Futures Act, a person has a substantial shareholding in our
Company if he has an interest (or interests) in one or more voting shares (excluding treasury
shares) in our Company and the total votes attached to that share or those shares, is not less
than 5.0% of the aggregate of the total votes attached to all voting shares (excluding treasury
shares) in our Company.
The Securities and Futures Act requires our Substantial Shareholders, or if they cease to be
our Substantial Shareholders, to give notice to us of particulars of the voting shares in our
Company in which they have or had an interest (or interests) and the nature and extent of that
interest or those interests, and of any change in the percentage level of their interest.
E-5
In addition, the deadline for a Substantial Shareholder to make disclosure to our Company
under the Securities and Futures Act is two Singapore business days after he becomes
aware:
that he is or (if he had ceased to be one) had been a Substantial Shareholder;
of any change in the percentage level in his interest; or
that he had ceased to be a Substantial Shareholder,
there being a conclusive presumption of a person being aware of a fact or occurrence at the
time at which he would, if he had acted with reasonable diligence in the conduct of his affairs,
have been aware.
Following the above, we will in turn announce or otherwise disseminate the information stated
in the notice to the SGX-ST as soon as practicable and in any case, no later than the end of
the Singapore business day following the day on which we received the notice.
Percentage level, in relation to a Substantial Shareholder in our Company, means the
percentage figure ascertained by expressing the total votes attached to all the voting shares
in our Company in which the Substantial Shareholder has an interest (or interests)
immediately before or (as the case may be) immediately after the relevant time as a
percentage of the total votes attached to all the voting shares (excluding treasury shares) in
our Company, and, if it is not a whole number, rounding that figure down to the next whole
number.
While the definition of an interest in our voting shares for the purposes of substantial
shareholder disclosure requirements under the Securities and Futures Act is similar to that
under the Singapore Companies Act, the Securities and Futures Act provides that a person
who has authority (whether formal or informal, or express or implied) to dispose of, or to
exercise control over the disposal of, a voting share is regarded as having an interest in such
share, even if such authority is, or is capable of being made, subject to restraint or restriction
in respect of particular voting shares.
MINORITY RIGHTS
The rights of minority shareholders of Singapore incorporated companies are protected under
Section 216 of the Singapore Companies Act, which gives the Singapore courts a general
power to make any order, upon application by any Shareholder of the Company, as they think
fit to remedy any of the following situations:
our affairs are being conducted or the powers of our Board of Directors are being
exercised in a manner oppressive to, or in disregard of the interests of, one or more of
our Shareholders; or
we take an action, or threaten to take an action, or the Shareholders pass a resolution,

or threaten to pass a resolution, which unfairly discriminates against, or is otherwise
prejudicial to, one or more of our Shareholders, including the applicant.
Singapore courts have wide discretion as to the relief they may grant and that relief is in no
way limited to the relief listed in the Singapore Companies Act. Without prejudice to the
foregoing, Singapore courts may among other things:
direct or prohibit any act or cancel or vary any transaction or resolution;
regulate the conduct of our affairs in the future;
authorize civil proceedings to be brought in our name, or on our behalf, by a person or

persons and on such terms as the court may direct;
E-6
provide for the purchase of a minority Shareholders shares by our other Shareholders or
by the Company and, in the case of a purchase of shares by us, a corresponding
reduction of our share capital; or
provide that the Company be wound up.
SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY

The following summarizes certain provisions of our Articles of Association relating to:
(i)
the power of a Director to vote on a proposal, arrangement or contract in which he is

interested:
Article 109(2)
Every Director shall observe the provisions of Section 156 of the Act relating to the
disclosure of the interests of the Directors in contracts or proposed contracts with the
Company or of any office or property held by a Director which might create duties or
interests in conflict with his duties or interests as a Director. Notwithstanding such
disclosure, a Director shall not vote in regard to any contract or proposed contract or
arrangement in which he has directly or indirectly a personal material interest although
he shall be taken into account in ascertaining whether a quorum is present.
(ii)
the remuneration of our Directors:

Article 106
(iii)
(1)
The fees of the Directors shall be determined from time to time by an Ordinary
Resolution of the Company and such fees shall (unless such resolution
otherwise provides) not be increased except pursuant to an Ordinary
Resolution passed at a general meeting where notice of the proposed increase
shall have been given in the notice convening the meeting. Such fees shall
(unless such resolution otherwise provides) be divided among the Directors in
such proportions and manner as they may agree and in default of agreement
equally, except that in the latter event any Director who shall hold office for part
only of the period in respect of which such fee is payable shall be entitled only
to rank in such division for the proportion of fee related to the period during
which he has held office.
(2)
Any Director who is appointed to any executive office or serves on any

committee or who otherwise performs or renders services, which in the opinion
of the Directors are outside the scope of his ordinary duties as a Director, may
be paid such extra remuneration as the Directors may determine, subject
however as is hereinafter provided in this Article.
(3)
The remuneration (including any remuneration under Article 106(2) above) in

the case of a Director other than an Executive Director shall comprise: (i) fees
which shall be a fixed sum and/or (ii) such fixed number of shares in the capital
of the Company, and shall not at any time be by commission on, or percentage
of, the profits or turnover, and no Director whether an Executive Director or
otherwise shall be remunerated by a commission on, or percentage of turnover.
the borrowing powers exercisable by our Directors:

Article 125
Subject to the Statutes and the provisions of these Articles, the Directors may at their
discretion exercise all powers of the Company to borrow or otherwise raise money, to
mortgage, charge or hypothecate all or any of the property or business of the
E-7
Company including any uncalled or called but unpaid capital and to issue debentures
and other securities, whether outright or as collateral security for any debt, liability or
obligation of the Company or of any third party.
(iv)
the retirement or non-retirement of a Director under an age limit requirement:

There are no specific provisions in our Articles of Association relating to the retirement
or non-retirement of a Director under an age limit requirement. Section 153(1) (read
with Section 153(6)) of the Singapore Companies Act however, provides that no
person of or over the age of 70 years shall be appointed a director of a public
company, unless he is by way of an ordinary resolution passed at an annual general
meeting of our Company appointed or re-appointed as a director of our Company to
hold office, or authorized to continue in office as a Director of our Company until the
next annual general meeting of our Company.
(v)
the shareholding qualification of a Director:

Article 105
A Director need not be a Member and shall not be required to hold any shares of the
Company by way of qualification. A Director who is not a Member shall nevertheless
be entitled to receive notice of, attend and speak at all general meetings of the
Company.
(vi)
any change in capital:

Article 6
Subject to the Act, no shares may be issued by the Directors without the prior approval
of the Company in general meeting but subject thereto and to Article 67, and to any
special rights attached to any shares for the time being issued, the Directors may
issue, allot or grant options over or otherwise deal with or dispose of the same to such
persons on such terms and conditions and at such time and subject or not to the
payment of any part of the amount thereof in cash as the Directors may think fit. Any
such shares may be issued with such preferential, deferred, qualified or special rights,
privileges or conditions as the Directors may think fit. Preference shares may be
issued which are or at the option of the Company are liable to be redeemed, the terms
and manner of redemption being determined by the Directors Provided always that the
rights attaching to shares of a class other than ordinary shares shall be expressed in
the resolution creating the same.
(vii)
any change in the respective rights of the various classes of shares including the
action necessary to change the rights, indicating where the conditions are different
from those required by the applicable law:
Article 10
If at any time the share capital is divided into different classes, the rights attached to
any class (unless otherwise provided by the terms of issue of the shares of that class)
may, subject to the provisions of the Act, whether or not the Company is being wound
up, be varied or abrogated either with the consent in writing of the holders of threequarters of the issued shares of the class or with the sanction of a Special Resolution
passed at a separate general meeting of the holders of shares of the class and to
every such Special Resolution the provisions of Section 184 of the Act shall with such
adaptations as are necessary apply. To every such separate general meeting, the
provisions of these Articles relating to general meetings shall mutatis mutandis apply.
Provided always that:
(a)
the necessary quorum shall be two persons at least holding or representing by

proxy or by attorney one-third of the issued shares of the class and that any
E-8
holder of shares of the class present in person or by proxy or by attorney may

demand a poll, but where the necessary majority for such a Special Resolution
is not obtained at the meeting, consent in writing if obtained from the holders of
three-fourths of the issued shares of the class concerned within two months of
the meeting shall be as valid and effectual as a Special Resolution carried at
the meeting; and
(b)
(viii)
where all the issued shares of the class are held by one person, the necessary
quorum shall be one person and such holder of shares of the class present in
person or by proxy or by attorney may demand a poll.
any time limit after which a dividend entitlement will lapse and an indication of the party
in whose favor this entitlement then operates:
Article 170
The payment by the Directors of any unclaimed dividends or other moneys payable on
or in respect of a share into a separate account shall not constitute the Company a
trustee in respect thereof. All dividends unclaimed after being declared may be
invested or otherwise made use of by the Directors for the benefit of the Company and
any dividend unclaimed after a period of six (6) years from the date of declaration of
such dividend may be forfeited and if so shall revert to the Company. If the Depository
returns any such dividend or moneys to the Company, the relevant Depositor shall not
have any right or claim in respect of such dividend or moneys against the Company if
a period of six (6) years has elapsed from the date of the declaration of such dividend
or the date on which such other moneys are first payable. For the avoidance of doubt
no Member shall be entitled to any interest, share of revenue or other benefit arising
from any unclaimed dividends, howsoever and whatsoever.
E-9
$33(1',;),1'(3(1'(170$5.(75(6($5&+216(/(&7(')22'0$5.(76
,1,1'21(6,$&+,1$,1',$9,(71$0$1'0<$10$5

11June2014

)
June 2014 Frost & Sullivan
The market research process for this study has been undertaken through secondary/desktop research as well as
primary research, which involves discussing the status of the industry with leading participants and experts. The
research methodology used is the Expert Opinion Consensus Methodology. Quantitative market information
was sourced from interviews by way of primary research, and therefore, the information is subject to
fluctuations due to possible changes in the business and industry climate. Frost & Sullivans estimates and
assumptions are based on varying levels of quantitative and qualitative analyses, including industry journals,
company reports and information in the public domain.
Forecasts, estimates, predictions, and other forward-looking statements contained in this report are inherently
uncertain because of changes in factors underlying their assumptions, or events or combinations of events that
cannot be reasonably foreseen. Actual results and future events could differ materially from such forecasts,
estimates, predictions, or such statements.
This study has been prepared for inclusion in the Prospectus of Japfa Ltd (the Company) in relation to an
initial public offering in connection with its listing on the Singapore Stock Exchange (the Listing).
Save for the inclusion of this study in the Prospectus issued by the Company and in such presentation materials
prepared by or on behalf of the Company (reviewed by Frost & Sullivan) in relation to the Listing, no part of it
may be otherwise given, lent, resold, or disclosed to non-customers without our written permission.
Furthermore, no part may be reproduced, stored in a retrieval system, or transmitted in any form or by any
means, electronic, mechanical, photocopying, recording, or otherwise, without our permission.
Frost & Sullivan has prepared this study in an independent and objective manner, and it has taken adequate care
to ensure its accuracy and completeness. We believe that this study presents a true and fair view of selected
food markets in Indonesia, China, India, Vietnam, and Myanmar, within the limitations of, among others,
secondary statistics and primary research, and it does not purport to be exhaustive. Our research has been
conducted with an overall industry perspective, and it may not necessarily reflect the performance of
individual companies in the industry. Frost & Sullivan shall not be liable for any loss suffered because of
reliance on the information contained in this study. This study should also not be considered as a
recommendation to buy or not to buy the shares of any company or companies as mentioned in it or otherwise.
Authorized Signatory
0DQRM0HQRQ
'LUHFWRU
100 Beach Road #29-01/11 Shaw Tower
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Independent Market Research on Selected Food Markets in Indonesia, China, India, Vietnam, and Myanmar
)
Table of Contents
1
MACROECONOMIC TRENDS IN INDONESIA, CHINA, INDIA, VIETNAM, AND MYANMAR......5

1.1
1.2
1.3
1.4
1.5
GROSSDOMESTICPRODUCT(GDP)GROWTH.....................................................................................................5
POPULATIONGROWTH............................................................................................................................... ........6
URBANIZATION............................................................................................................................... ..................7
GROWTHINDISPOSABLEINCOMEANDCONSUMEREXPENDITUREONFOOD.................................................................8
CONCLUSION............................................................................................................................... .....................9
2
SUMMARY OF FINDINGS......................................................................................................................10
3
DAIRY INDUSTRY IN INDONESIA AND CHINA................................................................................13

3.1
ANALYSISOFDAIRYINDUSTRYINCHINA..............................................................................................................13
3.1.1 Overview of Dairy Industry in China.....................................................................................................13
3.1.2 Raw Milk Consumption and Production in China.................................................................................14
3.1.3 Market Size of Liquid Milk Market........................................................................................................16
3.1.4 Dairy Farming Industry in China..........................................................................................................16
3.1.5 Competitive Landscape..........................................................................................................................18
3.2
ANALYSISOFTHEDAIRYINDUSTRYININDONESIA..................................................................................................20
3.2.1 Overview of the Dairy Industry in Indonesia.........................................................................................20
3.2.2 Market Size............................................................................................................................... .............20
3.2.3 Value Chain Analysis.............................................................................................................................21
3.2.4 Dairy Farming Industry in Indonesia....................................................................................................21
3.2.5 Raw Milk Production in Indonesia........................................................................................................23
3.2.6 Consumer Dairy Products in Indonesia.................................................................................................24
4 ANALYSIS OF ANIMAL PROTEIN INDUSTRY IN INDONESIA, CHINA, INDIA, VIETNAM, AND

MYANMAR.......................................................................................................................................................26
4.1
ANALYSISOFANIMALPROTEININDUSTRY(POULTRY,BEEF,AQUACULTURE)ININDONESIA...........................................26
4.1.1 Overview of the Animal Protein Industry in Indonesia..........................................................................26
4.1.2 Market Size............................................................................................................................... .............26
4.1.4 Demand Dynamics............................................................................................................................... ..30
4.1.5 Supply Dynamics............................................................................................................................... ....31
4.2
BRIEFANALYSISOFANIMALPROTEININDUSTRY(POULTRYANDPORK)INVIETNAM....................................................34
4.2.1 Overview of Poultry and Pork industry in Vietnam...............................................................................34
4.2.2 Market Size............................................................................................................................... .............35
4.2.4 Demand Dynamics............................................................................................................................... ..37
4.2.5 Supply Dynamics............................................................................................................................... ....38
4.3
BRIEFOVERVIEWOFPOULTRYINDUSTRYINMYANMAR..........................................................................................39
4.3.1 Overview of Poultry Industry in Myanmar............................................................................................39
4.3.2 Market Size............................................................................................................................... .............40
)

4.3.4 Demand Dynamics............................................................................................................................... ..41
4.3.5 Supply Dynamics............................................................................................................................... ....41
4.4
OVERVIEWOFPOULTRYINDUSTRYININDIA..........................................................................................................42
4.4.1 Overview of Poultry Industry in India...................................................................................................42
4.4.2 Market Size............................................................................................................................... .............43
4.4.4 Demand Dynamics............................................................................................................................... ..44
4.4.5 Supply Dynamics............................................................................................................................... ....45
4.5
BRIEFANALYSISOFBEEFINDUSTRYINCHINA.......................................................................................................47
4.5.1 Overview of Beef Industry in China.......................................................................................................47
4.5.2 Market Size............................................................................................................................... .............48
4.5.4 Demand Dynamics............................................................................................................................... ..51
4.5.5 Supply Dynamics............................................................................................................................... ....52
5
CONSUMERFOODSINDUSTRYININDONESIA.............................................................................................55
5.1
OVERVIEWOFCONSUMERFOODPRODUCTSININDONESIA.....................................................................................55
5.1.1 Drivers & Restraints..............................................................................................................................55
5.2
AMBIENTTEMPERATUREFOODS........................................................................................................................56
5.2.1 Market Share............................................................................................................................... ..........56
5.3
FROZENCONSUMERFOODS..............................................................................................................................57
5.3.1 Market Share............................................................................................................................... ..........58
)
MACROECONOMIC TRENDS IN INDONESIA, CHINA, INDIA, VIETNAM, AND

MYANMAR
GROSS DOMESTIC PRODUCT (GDP)1 GROWTH
1.1
Emerging Asian economies play an increasingly important role in the global economy as some of them are the
highest growth and demographically largest markets in the world. China2 and Indonesia drove global GDP growth as
part of the top 20 largest economies in the world. As of December 2013, these countries were the second and the 16th
largest economies in the world, respectively. Five years after the Global Financial Crisis and recession of 20083,
countries across the developed world are still struggling to achieve pre-crisis economic growth rates. Large
emerging Asian economies, however, have sustained high growth rates through favorable demographics and
increasingly liberalized macroeconomic environments. China, Indonesia, and India have proven resilient bellwethers
of global growth, while Vietnam and Myanmars recent economic liberalization and opening have spurred foreign
investment and GDP growth. Emerging economies in Asia namely China, Indonesia, India, Vietnam, and
Myanmar have shown consistent growth in the wake of the financial crisis, leading the global recovery4 and
driving global growth.
Indonesia and China have continued to grow as their economies increasingly shift from export to consumptiondriven growth, and develop a stronger and more sustainable domestic macro environment. The International
Monetary Fund (IMF) forecast suggests that Asias Real GDP growth momentum is expected to sustain at its current
level until 2018. The following chart illustrates the Compound Annual Growth Rate (CAGR) of Nominal GDP
growth rates from 2008 2018F in selected economies.
Nominal GDP growth (%)
Figure 1.1 Nominal GDP Growth Rates in Selected Countries, 2008 2018F CAGR
20.0%
15.0%
10.0%
14.6%
9.0%
11.6%
11.2%
11.5%
9.6%
6.9%
10.2%
7.5% 7.1%
5.8%
4.2%
5.0%
0.0%
China
Indonesia
India
2008-2013E CAGR
2008-2013E Global Average
Vietnam
Myanmar
2013E-2018F CAGR
2013E-2018F Global Average
Source: IMF
Note: The growth rates in the above charts are based on nominal GDP in USD.
Note: The global average refers to 2008-2013E CAGR only.

1
GDP is the monetary value of all the finished goods and services produced within a country's borders in a specific time period, usually
calculated on an annual basis. It includes all of private and public consumption, government outlays, investments and exports less imports that
occur within a defined territory
2
China refers to the area under the direct jurisdiction of the People's Republic of China (PRC), and generally excludes PRCs Special
Administrative Regions (SAR) of Hong Kong and Macau
3
A global recession is a decline in world per capita real GDP accompanied by a broad decline in other indicators of global activity, specifically,
industrial production, trade, capital flows, oil consumption, and employment.
4
A global recovery is a rebound in worldwide activity over three or four years following a global recession.
)
The selected focus markets China, Indonesia, Vietnam, India, and Myanmar have each registered growth rates
significantly higher than global averages. Looking forward, a number of factors will continue to play important roles
in sustaining their relatively high GDP growth rates. The Chinese government is increasingly focused on stimulating
domestic consumption and increasing its relative share of GDP composition. According to the IMF, both Indonesia
and India are likely to see increased levels of economic growth in 2014, primarily due to the improving global
economy and increased spending in the context of legislative and presidential elections scheduled for mid-2014.
Myanmar and Vietnam have been seeking to attract foreign investment, and policy reforms are expected to continue
to spur growth. The following chart illustrates the CAGR of Real GDP growth rates from 2008 2018F in selected
economies.
Figure 1.2 Real GDP Growth Rates in Selected Countries, 2008 2018F CAGR
Real GDP growth (%)
10.0%
8.8%
7.0%
5.8%
5.9%
7.0%
6.4% 6.3%
5.9%
5.4% 5.5%
5.0%
3.6%
2.9%
0.0%
China
Indonesia
India
2008-2013E CAGR
2008-2013E Global Average
Vietnam
Myanmar
2013E-2018F CAGR
2013E-2018F Global Average
Source: IMF
Note: The growth rates are based on GDP at constant prices in their respective national currencies. The resulting growth
rates when the GDP is converted to USD will be different from those presented above.
Note: The global average refers to 2008-2013E CAGR only.
1.2
POPULATION GROWTH
As of 2013, Asia was home to approximately 60.2% of the worlds population, with China and India contributing
approximately 19.6% and 17.5% of the global population, respectively. Given that the population growth in China is
only 0.5% compared to 1.1% in India, India is expected to overtake China by 2028 to become the most populated
country in the world. Indonesia is the fourth most populous country in the world and has a similarly high population
growth rate as India. Indonesia has one of the highest fertility rates in the world and the population is forecasted to
grow from 250.0 million people in 2013 to 264.0 million people by 2018 at a CAGR of 1.1%. The following chart
illustrates the population figures in 2008 and 2013, and the forecasted growth in 2018 for the selected focus
countries.
Figure 1.3 Population Growth in Selected Countries, 2008, 2013, 2018F
2008 Population
Population (million)
2,000
1,500
1,343
0.5%
1,386 1,422
1.1%
1,175
2013 Population
1,252 1,326
2018F Population
1,000
CAGR 2013-2018F
1.1%
234 250 264
500
87
0.9%
92 96
51
0.8%
53 55
China
India
Indonesia
Vietnam
Myanmar
Source: United Nations Department of Economic and Social Affairs
)
Countries with large population bases, such as China, Indonesia, and India, contributed significantly to global
population growth between 2008 and 2013. Growth in population is expected to lead to increasing demand for
resources and stimulate strong and sustained growth in the consumption of basic needs, including food, clean water,
energy, and healthcare.
1.3
URBANIZATION
As of 2010, approximately 50.0% of Chinas population was living in urban areas5. Estimated to be 669.4 million in
2010, China has the largest urban population in the world. It is even larger than the total population of all other
countries in the world, excluding India. Chinas urban population as a percentage of total population has increased
from 17.4% in 1970 to 49.2% in 2010, and is expected to grow to 68.7% by 2030.
Almost 50.0% of Indonesians live in urban areas, and the country has urbanized at a rapid pace in comparison to
regional neighbors like India, the Philippines, Vietnam, and Thailand. Indonesias urban population as a percentage
of total population increased from 17.1% in 1970 to 49.9% in 2010, and it is expected to grow to 63.1% by 2030.
Figure 1.4 Urbanization Rate6 in Selected Countries, 20-year blocks, 1970 2030F
80.0%
68.7%
Urbanization Rate
70.0%
63.1%
60.0%
30.0%
20.0%
26.4%
17.4%
2010
2030F
44.1%
39.8%
40.0%
1990
49.9%
49.2%
50.0%
1970
30.9%
25.5%
19.8%
30.6%
17.1%
32.1%
24.6%
22.8%
43.3%
30.4%
20.3%
18.3%
10.0%
0.0%
China
India
Indonesia
Myamnar
Vietnam
Source: United Nations Department of Economic and Social Affairs
Urbanization and increases in discretionary income typically lead to growth in consumption of animal proteins and
dairy products. Fast-paced lifestyles and the convenience of fast food restaurants, which increasingly pervade urban
areas around the world, reinforce trends toward rising animal protein consumption in the selected focus countries.
Given the high urbanization and discretionary income growth rates forecasted by the United Nations Department of
Economic and Social Affairs, continued strong growth in the consumer foods and animal proteins sectors is
expected.

5
An urban area is defined as an area where, (a) population density is more than 5,000 persons per square kilometer; (b) 25.0% or less of the
households work in the agricultural sector; and (c) there are eight or more specific kinds of urban facilities, including: primary schools or
equivalent; junior high schools or equivalent; senior high schools or equivalent; cinemas; hospitals, maternity hospitals/mother-child hospitals;
primary health care centers; roads that can accommodate three and four-wheeled motorized vehicles; telephones; post offices; markets with
buildings; shopping centers; banks; factories; restaurants; public electricity; and part equipment rental services.
6
Urban population is the percentage of the total population living in urban areas.
)
1.4
GROWTH IN DISPOSABLE INCOME AND CONSUMER EXPENDITURE ON FOOD
The global consumer expenditure on food increased from 12.6% of total consumer expenditure in 2003 to 14.1% in
2013. In dollar terms, the expenditure on food increased from USD 2,837.1 billion in 2003 to USD 5,933.6 billion in
2013, and Frost & Sullivan expects it to reach USD 7,853.1 billion by 2018. The following chart illustrates
consumer expenditure on food from 2003 to 2018 in selected countries.
1,400
9,000
8,000
1,200
7,000
6,000
5,000
4,000
3,000
2,000
1,000
800
600
400
200
USD billion
Consumer Food Expenditure

(USD billion)
Figure 1.5 Consumer Expenditure on Food in Selected Countries, 2003 2018F
1,000
China
Indonesia
India
Vietnam
World
Source: Compiled by Frost & Sullivan

Note: Consumer expenditure on food refers to amount spent on food products that are purchased for consumption at home. This
excludes alcoholic and non-alcoholic beverages, take-away food from restaurants, food supplied by catering contractors, and pet
foods.
Note: World data is on the secondary axis, whereas data pertaining to all other countries are presented in the primary axis.
In 2013, Chinas consumer expenditure on food was USD 802.6 billion, the highest among the focus countries,
while Vietnamese consumers spent the lowest amount on food items, approximately USD 34.8 billion. The spending
pattern on food is on an upward trend in all the focus countries, however, expenditure on food as a percentage of
total consumer expenditure is highest in emerging and developing economies. In local currency terms, the consumer
expenditure on food in the focus countries is forecast to increase at the following CAGRs between 2013 and 2018:
China (9.0%), Indonesia (8.4%), India (7.6%), and Vietnam (11.0%).
Over the years, the selected countries have gradually opened up their economies, which has led to the growth of
modern retail channels and packaged consumer foods (frozen, processed, etc.). The demand for products that are
free of artificial additives has increased, as consumers gain more knowledge about food safety and food quality
standards. This has provided opportunities for consumer food companies to penetrate into domestic markets, and
food companies with proven food quality and safety standards have been particularly successful.
A strong correlation has been noticed between the selected countries disposable income per capita and their
respective consumer expenditure on food. The selected countries have shown an upward trend in per capita
disposable income, which is translating into gradual growth on the percentage of food expenditure. The following
chart illustrates income per capita trends from 2003 2018F in the selected focus countries.
)
Figure 1.6 Per Capita Disposable Income in Selected Countries, 2003 2018F
Disposable Income
(USD per Capita)
8,000
6,680
7,000
6,000
4,130
5,000
4,000
3,000
2,699
2,057
2,000
1,250
1,000
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014F 2015F 2016F 2017F 2018F
China
Indonesia
India
Vietnam

Note: Disposable income refers to gross income excluding social security contributions and income taxes.
1.5
CONCLUSION
The selected focus markets China, Indonesia, Vietnam, India, and Myanmar accounted for 42.3% of the worlds
total population in 2013 and have each registered growth rates significantly higher than global averages. The outlook
suggests the economic growth momentum of these countries will sustain at its current level until 2018. The growing
population coupled with increasing economic status is likely to lead to stimulate the demand for food and animal
proteins, among other basic needs. The growth of a countrys food industry is highly correlated with the growth in
macroeconomic factors and Frost & Sullivan expects this trend to continue in near future. In addition to the 130
million people expected to be added to the population of these focus countries, factors such as continuous
urbanization, growth of modern retail channels, and increasing penetration of quick service restaurants, are likely to
stimulate the demand for animal proteins and dairy products in the daily diet of the population.

)
SUMMARY OF FINDINGS
Animal protein refers to dietary components acquired from red meat (beef, pork, and lamb), fish, poultry, eggs, and
dairy products. These are also called complete proteins, since they contain all the amino acids to build new proteins
in a human body. Other protein sources such as fruits, vegetables, grains, and nuts are called incomplete proteins, as
they lack one or more essential amino acids, which the body cannot make from scratch or create by modifying
another amino acid.
Figure 2.1 Segmentation of Animal Protein Industry in Selected Focus Markets, 2013

Animal Protein

Industry

Red Meat
Poultry
Indonesia: USD 9.5 bil
India: USD 7.6 bil
Vietnam: n/a
Myanmar: n/a

Fish
Eggs
Dairy Products

Beef
China: USD 67.4 bil
Indonesia: USD 5.4 bil
Pork
Vietnam: n/a
Lamb
Milk
China: USD 17.5 bil
Indonesia: n/a
Butter
Cheese
Others

: Refers to the market segment for detailed analysis
Note: n/a refers to data that is not available in USD terms. Such data is available only in terms of volume (tonnes).
Significant economic growth has led to an increase in living standards and a shift in food consumption patterns
towards a higher proportion of animal protein in China, Indonesia, Vietnam, Myanmar, and India. Demand for
animal protein has been increasing in recent years mainly due to rising disposable income, continuing urbanization,
changing dining habits and dietary preferences in cities. Frost & Sullivan observed that animal protein industry in
selected focus markets have been growing at CAGRs ranging from 3.0% to 15.3% during the period 2008 to 2013.
Frost & Sullivan expects the animal protein industry to sustain its current growth rate till 2018, driven by efficient
distribution systems, cold storage infrastructure, and technology.
)
10
Figure 2.2 Demand for Animal Protein in Selected Focus Markets

Animal Protein
Product
Beef
Poultry
Country
China
Demand in 2008
(000 Tonnes)
Demand in 2013
(000 Tonnes)
Demand in 2018
(000 Tonnes)
CAGR
(2008-2013)
CAGR
(2013-2018)
6,079.7
7,100.0
8,007.8
3.2%
2.4%
Indonesia
405.1
630.1
1,070.8
9.2%
11.2%
Indonesia
1,088.6
2,217.6
4,222.6
15.3%
13.7%
Vietnam
500.0
789.0
n/a
9.6%
n/a
Myanmar
880.9
1,102.3
1,345.6
4.6%
4.1%
2,450.0
3,155.0
4,149.2
5.2%
5.6%
India
Vietnam
1,927.0
2,230.0
n/a
3.0%
Pork
Source: Frost & Sullivan, Ministry of Agriculture of Indonesia, Statistic Bureau of China, United States Department of
Agriculture (USDA)
Note: Demand refers to protein consumption volume. Supply refers to domestic protein production volume.
n/a
From a supply perspective, animal protein industry in selected focus markets is still fragmented with a large number
of small-scale farms and individual farmers. Large-scale farms stand out in terms of cost advantages due to
economies of scale, strong bargaining power with downstream players and supportive policies. As the demand for
animal protein continues to gain momentum, large-scale farms are expected to be at the front to reap the benefits, as
large-scale and integrated companies are capable of better managed facilities and induction of faster-growing breeds.
The growing nature of this industry also leaves the field open for new players and improved technology.
Figure 2.2 Supply and Demand for Raw Milk in China
Supply-Demand of Raw
Milk in China
2008
(Million Tonnes)
2013
(Million Tonnes)
2018
(Million Tonnes)
CAGR
(2008-2013)
CAGR
(2013-2018)
Demand
38.7
49.0
69.0
4.8%
7.1%
Supply
35.6
35.3
46.7
-0.2%
5.8%
Supply Shortfall
3.1
13.7
22.3
34.6%
10.2%
Source: Frost & Sullivan, National Bureau of Statistics of China
Note: Demand of raw milk in China is back-calculated from total consumption of dairy products. Supply refers to domestic
production.
Figure 2.3 Supply and Demand for Dairy Products in Indonesia

Supply-Demand of Dairy
Products in Indonesia
Demand
Supply
2010
(Million Tonnes)
2.9
2013
(Million Tonnes)
3.6
2018
(Million Tonnes)
5.1
CAGR
(2010-2013)
8.2%
0.9
0.7
1.0
-7.2%
Supply Shortfall
2.0
2.9
4.1
14.0%
Source: Frost & Sullivan, Indonesia Dairy Farm Association
Note: Demand of dairy products in Indonesia refers to consumption volume. Supply refers to domestic production.
CAGR
(2013-2018)
7.1%
6.2%
7.3%
Supply shortfall in the dairy industry is expected to widen in China and Indonesia, creating opportunities for
upstream dairy farms. In China, upstream raw milk production is dominated by small-scale players. Exponential
growth of demand for raw milk, combined with lack of accountable upstream dairy producers exposed the industry
to safety and quality assurance risks, exemplified by the 2008 melamine scandal. This incident has led to concerns in
other Asian countries with similar industry structure, such as Indonesia. In the light of such incident, Frost &
Sullivan expects that large and integrated dairy companies are especially poised to gain competitive advantage. Raw
milk is delivered directly from integrated dairy farms to processors without procurement agents in the middle, which
has effectively prevented the adulteration of milk. Frost & Sullivan believes that the on-going industry consolidation
will benefit the industry in future.
)
11
In 2013, the Indonesian consumer food industry was valued at USD 38.0 billion. The processed and packaged food
segment was the largest segment of the industry accounting for 68.4% market share. Ambient temperature food and
frozen consumer food, which are sub-segments of packaged and processed food segment, were valued at USD 534.6
million and USD 639.1 million, respectively.
Figure 2.4 Segmentation of Consumer Food Industry in Indonesia, 2013
Consumer Food Industry
USD 38.0 billion
Processed and Packaged Food

USD 26.0 billion
Alcoholic Beverages
Ambient Temperature Food

USD 534.6 million
Non-Alcoholic Beverages
Others*
USD 10.8 billion
Frozen Temperature Food

USD 639.1 million
Note: *Include dairy foods, bakery, etc.

Figure 2.5 Demand for Consumer Food in Indonesia

Consumer Product
Demand in 2008
(USD Million)
Demand in 2013
(USD Million)
Ambient
230.9
536.4
Temperature Food
Frozen Consumer
306.0
639.1
Food
Source: Frost & Sullivan
Note: Demand of consumer food in Indonesia refers to consumption value.
Demand in 2017
(USD Million)
CAGR
(2008-2013)
CAGR
(2013-2017)
887.5
18.4%
13.4%
1,053.4
15.9%
13.3%
The consumer food industry in Indonesia is expected to grow at a CAGR of 8.9% from 2013 to 2017. Ambient
temperature food segment is expected to have an increased demand due to increasing recognition of its convenience,
longer shelf life and easier storage. Frozen consumer food segments future growth is expected to be driven by
growing demand from low-to-middle income class consumers. This is likely to result in an increasing presence of
affordable economy brands within the frozen processed food category. Frost and Sullivan estimates that ambient
temperature and frozen consumer foods are likely to grow at a CAGR of 13.4% from 2013 to 2017 a higher
growth rate than overall consumer food industry.
)
12
3
3.1
3.1.1
DAIRY INDUSTRY IN INDONESIA AND CHINA

ANALYSIS OF DAIRY INDUSTRY IN CHINA
Overview of Dairy Industry in China
Chinas dairy industry has experienced rapid growth since the 1990s due to several macro factors that include strong
economic growth, increases in per capita disposable income, and an increase in the urbanization rate. Rising health
awareness and increases in purchasing power of residents has driven the retail sales of liquid milk to reach USD
17.5 billion in China in 2013, reflecting an increase of over three times since 2003. The rapid growth in demand for
dairy products has led to an increase in demand for raw milk in China. The demand for raw milk increased to 49.0
million tonnes in 2013 from 38.7 million tonnes in 2008, representing a CAGR of 4.8%. From the supply side, the
government issued several favorable policies and subsidies that promote the consolidation of dairy farms to improve
overall operational efficiency. The supply of raw milk reached 37.4 million tonnes in 2012, increased from 35.6
million tonnes in 2008, representing a CAGR of 1.2%. In 2013, the supply of raw milk declined to 35.3 million
tonnes due to a decrease in the number of dairy cows.
Since 2008, there has been a shortage in raw milk supply in China, that has resulted in the raw milk price (in RMB
terms) to increase at a CAGR of 8.8% from 2008 to 2013. Chinas per capita dairy consumption was 28.9 kg (in
milk equivalent) in 2013, which is significantly lower than that of developed countries and regions, such as Japan
(58.0 kg in milk equivalent), the US (96.2 kg in milk equivalent) and EU (84.6 kg in milk equivalent). Countries
having similar levels of lactose tolerance, such as Japan and Korea, have higher levels of milk consumption than
China. As the existing shortage in raw milk supply is expected to continue through 2018, upstream dairy producers
with reliable milk quality are expected to benefit greatly from current market trends of increasing consumption and
price of dairy products.
Roadmap of the Dairy Industry in China
Chinas dairy industry has historically been highly fragmented. Before 1990, the majority of dairy producers were
individual household farms raising less than 10 dairy cows. With new economic opportunities resulting from the
reform and opening policies in the early 1990s, commercial and scaled dairy operations grew to become an
increasingly important part of the Chinese dairy industry. In the downstream sector, two large dairy players emerged
during this period, namely Yili (established in 1993) and Mengniu (established in 1999).
Despite commercialization of the dairy industry in China in the 1990s and 2000s, small-scale players and
cooperatives continued to dominate upstream raw milk production. While the dairy market grew throughout this
period, the lack of accountable upstream dairy producers exposed the industry to safety and quality assurance risks
that ultimately led to the 2008 melamine scandal. Downstream processors and distributors inability to monitor
quality at collection stations and trace the source of branded products enabled the upstream producers to sell tainted
raw milk to the downstream players.
Following the melamine-tainted milk scandal in 2008, a few dairy industry players have begun to accelerate
establishing self-owned raw milk production facilities to ensure the safety and quality of raw milk. Raw milk is
delivered directly from dairy farms to processors without procurement agents in the middle, which has effectively
prevented the adulteration of milk. The large and integrated dairy companies are poised to gain competitive
advantage by providing quality dairy products with verifiable raw milk supplies.
)
13
3.1.2
Raw Milk Consumption and Production in China
Demand for Raw Milk in China

Chinas soaring demand for dairy products has driven the nations raw milk demand over the past decade. Raw milk
demand increased from 38.7 million tonnes in 2008 to 49.0 million tonnes in 2013 at a CAGR of 4.8%. Economic
development of a country typically leads to an increased level of dairy consumption. Therefore, the drivers for the
dairy industry in China are typically based on a combination of socioeconomic factors related to increasing
purchasing power, growing population and urbanization. Rising health awareness and improved distribution
networks are also key driving forces of the overall development of the dairy industry.
x
Increase in Urbanization Rate: Per capita consumption of dairy products is significantly higher in urban China
than in rural China due to the higher disposable income, increased health awareness and better access to various
dairy products. Approximately 20.0 million people migrate from rural to urban areas every year. This has
created a rising demand for dairy products as new urban residents tend to adopt urban dietary habits. Chinas
urban population increased from 631.0 million in 2008 to 744.5 million in 2013, reflecting a CAGR of 3.4%.
During the same period, the urbanization rate in China increased by 6.7 percentage points, from 47.0% to
53.7%.
Increase in Purchasing Power of Consumers: Chinas urban residents saw an increase of annual disposable
income per capita from USD 2,271.2 in 2008 to USD 4,354.9 in 2013, reflecting a CAGR of 13.9%. The
significant increase in Chinese citizens purchasing power has lifted the countrys demand for quality food
products with higher nutritional value, which include dairy products. Frost & Sullivan expects that the growing
disposable income will continue to drive market demand for dairy products.
Increasing Health Awareness: In recent years, Chinese citizens have increasingly considered dairy products as
an important part of their daily diet. This trend is expected to boost the growth of dairy products consumption in
the country.
Expanding Distribution Network: The distribution network of dairy products expands from grocery stores and
milk stations to supermarkets, hypermarkets, convenience stores, or even online shops. The variety and
geographic coverage of distribution channels have increased consumers accessibility to dairy products.
Production Supply of Raw Milk in China

Chinas total raw milk production was 35.6 million tonnes in 2008. It dropped in 2009 as a large amount of raw milk
was dumped and many dairy cows were slaughtered post the 2008 melamine incident. In 2010, raw milk production
began to recover and increased steadily to reach 37.4 million tonnes in 2012. Production volume experienced a
decline of 5.7% in 2013 mainly because: 1) extended dry conditions which resulted in a reduction of milk cow
output; 2) contagious diseases among milk cows which had a negative influence on raw milk production; 3) exit of
some small-scale dairy farms. In the forecast period, with the rising number of dairy cows in China and increasing
average milk yield per dairy cow, domestic raw milk supply is likely to increase to 46.7 million tonnes in 2018, with
a CAGR of 5.7% from 2013 to 2018.
Chinas raw milk demand has been increasing steadily in the past few years, from 38.7 million tonnes in 2008 to
49.0 million tonnes in 2013, with a CAGR of 4.8%. Driven by the increasing demand for dairy products by Chinese
consumers, the demand for raw milk is likely to boom in the next few years. Frost & Sullivan expects the total
demand for raw milk in China to reach 69.0 million tonnes, at a CAGR of 7.1% from 2013 to 2018.
However, the structural supply/demand gap in Chinas milk market is likely to continue to widen, as current demand
growth is outpacing growth in production. Per capita dairy consumption in China is significantly lower compared
with developed countries, suggesting that dairy consumption in China should also grow on a per capita consumption
basis. According to Frost & Sullivan, Chinas per capita dairy consumption was 28.9 kg (in milk equivalent) in
2013, reflecting a consumption level significantly lower than that of Japan (58.0 kg), the US (96.2 kg) and the EU
(84.6 kg). Frost & Sullivan expects that Chinas dairy consumption will grow significantly along with future
development of the economy. The supply/demand gap was 13.7 million tonnes in 2013, and it is likely to reach 22.4
million tonnes in 2018. Given the limited supply of domestically produced raw milk, downstream dairy companies
purchase dairy ingredients from abroad to meet production needs. The chart below shows the domestic production
volume of raw milk from 2008 to 2018F.
)
14
Volume (million tonnes)
Figure 3.1 Demand and Supply Volume of Raw Milk in China, 2008 to 2018F
80.0
60.0
38.7
40.5
58.6
52.3
54.8
38.5
43.7
35.3
36.5
41.0
46.7
37.4
2012
2013E
2014F
2015F
2016F
2017F
2018F
42.5
46.6
40.0
20.0
35.6
35.2
35.7
2008
2009
2010
2011
69.0
49
44.8
36.6
63.7
0.0
Supply
Demand
Source: National Bureau of Statistics, Ministry of Agriculture, Frost & Sullivan

Note: Raw milk production equals to raw milk consumption as import/export of raw milk is very minimal.
Note: Forecast of raw milk supply is based on The National Husbandry Development Plan, 2011-2020
( 2011-2020) released by Ministry of Agriculture.
Lack of raw milk supply has led to a significant increase in milk prices. Factors such as increasing cost of feed and
labor have also pushed up the price of raw milk. Raw milk price in China grew from USD 0.3 (RMB 2.3) per kg in
2008 to USD 0.6 (RMB 3.6) per kg in 2013, at a CAGR of 8.8% (in RMB terms). Dairy companies with their own
farms are at an advantage in terms of cost and quality controls, while those relying on outsourcing raw milk have
less bargaining power with upstream suppliers. The chart below shows the average price of raw milk in China from
2008 to 2013E.
Figure 3.2 Raw Milk Price in China, 2008 to 2013E
4.0
Raw Milk Price
(RMB per kg)
3.6
3.5
2011
2012
2.9
3.0
2.5
3.2
3.3
2.3
2.4
2008
2009
2.0
2010
2013E
Raw Milk Price (in RMB)
Source: Ministry of Agriculture of the PRC
Key Market Trends

Most dairy farms in China are small in size, lack professional breeding techniques and provide poor living
conditions for dairy cows; consequently, a structural shortfall in high-quality raw milk persists in the Chinese dairy
industry. Increasing consumer demand for safe, high-quality raw milk, driven by safety concerns and increased
purchasing power, will continue to provide a market opportunity for upstream dairy producers.
Average milk yields in China are lower than those of developed countries because there are a limited number of
large-scale dairy farms. The number of scaled dairy farms is expected to grow in the future to meet growing
demand. Large and modern dairy farms retain profitability and operational benefits derived from economies of scale,
professional farm management practices, and scientific breeding techniques.
)
15
3.1.3
Market Size of Liquid Milk Market
The liquid milk market includes both Ultra-High-Temperature-treated (UHT) milk and fresh milk (also known as
pasteurized milk). Chinas liquid milk market has been increasing steadily in recent years. Chinese liquid milk
market size, in terms of retail sales value, increased from USD 5.2 billion in 2003 to USD 16.2 billion in 2012,
registering a CAGR of 10.9%. As consumers are attracted to nutritional and secure milk products, Frost & Sullivan
expects that high-end, high nutritional liquid milk products from reliable sources will witness a rapid growth in
coming years. Frost & Sullivan forecasts the retail sales of liquid milk to reach USD 28.5 billion by 2018. The chart
below shows the retail value of the milk market in China from 2003 to 2018F.
Figure 3.3 Sales Value of Liquid Milk in China, 2003 to 2018F
Value (billion USD)
30
25.9
25
20
14.5
15
10
5.2
5.7
6.0
6.6
8.0
10.0
10.7
16.2
17.5
19.3
21.3
28.5
23.5
11.4
5
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013E 2014F 2015F 2016F 2017F 2018F

Note: Includes both UHT and pasteurized Milk
3.1.4
Dairy Farming Industry in China
In line with the China National Dairy Development Plan (20092013), China has identified five advantageous dairy
farming areas with abundant natural grassland, feed resources, and water supply, namely Northeastern Region,
Central Northern Region, Northwestern Region, Southern Region and the outskirt areas of certain major cities.
Shandong province, located in the northeast China, is suitable for dairy farming due to its cool climate and
geographic proximity to consumer markets in Beijing and Shanghai and the major coastal ports for inexpensive feed
transit costs.
Chinas dairy cow livestock increased steadily from 12.3 million heads in 2008 to 14.5 million heads in 2012, at a
CAGR of 4.1%. The dairy cattle livestock population experienced a slight decline in 2013 by 3.4% to 14.0 million
heads, due to several reasons: 1) increasing feed and labor costs lowered the marginal return of dairy farming
causing some small-scale farmers to exit the market; 2) increased beef prices in 2013 led some dairy farmers to
slaughter milk cows; 3) the ineffective control of epidemic diseases in dairy cows further reduced the cattle
livestock, leading to a reduction of raw milk production.
As a result of government policies to promote larger scale dairy farming in response to the melamine scandal, the
industry has consolidated, resulting in an increased number of large-scale dairy farms. In terms of herd size, the
proportion of large-scale dairy farms grew rapidly in China. In 2008, large-scale dairy farms were home to only
7.6% of total dairy cows in China, but the proportion increased to 15.1% in 2013.
)
16
Figure 3.4 Dairy Cow Population by Farm Size (China), 2009, 2013E and 2018F
2008
2013E
>1000
head,
7.6%
<100
head,
73.3%
>1000
head,
19.0%
500999
head,
10.5%
500-999
head,
9.3%
500-999
head,
7.0%
100-499
head,
12.2%
2018F
>1000
head,
15.1%
<100
head,
62.5%
100-499
head,
13.2%
<100
head,
56.5%
100499
head,
13.9%
Source: Ministry of Agriculture, Frost & Sullivan

Note: According to Chinas Ministry of Agriculture, a large-scale farm is defined as a farm with over 100 dairy cows, while in
the dairy farming industry; a large-scale farm is defined as a farm with over 1,000 dairy cows. In this report, the large-scale
dairy farms are defined as those with over 1,000 dairy cows.
Note: Forecast of dairy cow population is based on Strategic Planning for National Distribution of Dairy Industry, 2008 to
2015 ( 2008-2015) released by Ministry of Agriculture.
Large-scale dairy farms benefit from better access to capital, advanced technology integrated in the milking and cow
management process, and experienced management teams with standardized management procedures. This has
resulted in increased milk yield and higher quality raw milk in terms of protein and bacteria content. Large-scale
dairy farms also tend to improve milk yield and quality by enhancing farm design and layout, maintaining hygienic
and modern housing and milking facilities and standardizing operational procedures. Frost & Sullivan expects the
consolidation of dairy farms to improve the overall average yield of cows and create a more efficient dairy industry.
Cost Fluctuations
Feed and breeds of dairy cows are two primary factors that determine profit margins for upstream dairy farming
business. Feeds contribute to approximately 60.0% to 70.0% of the total cost of raising dairy cows. In general, feed
for dairy cows can be classified into forages, concentrated feeds, and supplementary feeds. Forages, such as alfalfa,
corn silage, and sheep grass, have higher fiber content and account for approximately 60.0% of a dairy cows daily
feed consumption. In China, alfalfa is widely used in dairy farms for nearly all kinds of dairy cows, and as a result,
price fluctuations of alfalfa have a significant influence on raw milk production costs. The figure below shows price
flucations of feed (domestic alfalfa, imported alfalfa, and corn and soy bean meal).
Figure 3.5 Price Fluctuations of Feed Costs in China, 2008 to 2013E
Feed Costs (USD)
700
600
655.0
588.2
542.1
500
400
300
200
388.6
322.4
250.7
366.0
300.1
246.6
576.4
528.1
413.6
316.1
300.5
496.8
494.4
490.1
480.2
354.7
340.6
388.6
396.3
363.7
384.5
100
0
2008
2009
Domestic Alfalfa
2010
Imported Alfalfa
2011
2012
Corn
2013E
Soy bean meal
Source: Department of Agriculture, China Customs
)
17
Note: The import price includes all the freight cost until the alfalfa is delivered to the dairy farms and most of imported
alfalfa is of premium grade; domestic price is the average price of all alfalfa grades
Concentrated feeds are low-fiber feeds and primarily consist of corn, soybean, and cotton meal, and account for
nearly 40.0% of a dairy cows daily feed consumption. Supplementary feeds, which include mineral and vitaminenriched feeds, can also be added to forage and concentrated feeds to improve nutritional quality.
The main breeds of dairy cows in China include Holstein, Jersey, Dairy Simmental, Brown cattle and Sanhe cattle.
x
x
3.1.5
Holstein is the most common breed of dairy cows in China, and the breed is known for higher milk yields
compared to other breeds. In China, Holsteins comprised about 80.0% of the total dairy cow breeds in
2012.
Jersey is known for the high protein content of its raw milk, and they are primarily used for the production
of cheese and premium dairy products. In China, Jerseys accounted for a very small proportion of the total
dairy cow breeds. In 2012, there were approximately 10,000 Jersey cows in China mainly distributed across
Southern regions.
Other minority dairy cow breeds also have unique characteristics. The Dairy Simmentals provides the
second highest milk yield following Holstein. Brown cattle are known to be more resistant to unfavorable
or extreme weather conditions, and mainly concentrated in Xinjiang Province. Sanhe cattle are crossbred in
China and cultured mainly in Inner Mongolia.
Competitive Landscape
The raw milk production is related to the number of dairy cows and the average milk yield per cow. In terms of raw
milk production, Modern Dairy was the largest dairy farming company with 584,100 tonnes of raw milk production
in 2012. It was followed by Huishan Group, which produced 328,000 tonnes raw milk. Other major dairy farming
companies include Lvhe-Dairy, Shengmu High-tech, and Shanghai Dairy Group, with raw milk production of
271,000 tonnes, 188,000 tonnes and 183,000 tonnes, respectively in 2012.
Most large-scale dairy farming companies of over 1,000 dairy cows increasing raw milk production by increasing
herd size and improving average milk yield per cow. According to the Dairy Association of China, the average milk
yields per cow reached 5.5 tonnes / annum in 2012. In terms of average milk yield per cow, Lvhe-Dairy, Austasia
China Farms (Japfa) and Jialihe Dairy Farm ranked top three in China in 2012, with average yield of 11.0
tonnes/annum, 10.5 tonnes/annum and 10.5 tonnes/annum, respectively. The table below provides an overview of
the top 10 dairy farm operators in China in 2012.
Figure 3.6 Competitive Landscape in Dairy Segment, 2012

Dairy Farm Operators
China Modern Dairy Holdings Ltd.
China Huishan Dairy Holdings
Company Limited
Beijing Sanyuan Lvhe Dairy Group
Inner Mongolia Shengmu High-Tech
Dairy Co., Ltd.
Shanghai Dairy Group
Raw Milk Sales

Volume
(thousand tonnes)
584
Farm Size (No.

of Dairy Cow,
thousand heads)
176
2012
Number of
Dairy Farm
22
2012 Average Milk

Yield per cow
(tonnes/annum)
7.9
328
113
50
9.1
271
48
26
11.0
188
45
23
7.0
183
40
23
8.7
YuanShengTai Dairy Farm Limited
168
37
9.0
Beijing Shuangwa Dairy Co., Ltd
121
28
7.5
Tianjin Jialihe Dairy Farm Co., Ltd
110
20
12
10.5
China Mengniu Fuyuan Farming Co.,

Ltd
98
36
18
8.5
62
24
10.5
Japfa
Source: Dairy Association of China
)
18
Note: For large-scale farms, Annual Milk Yield per Milkable Cow is calculated using two methodologies on national level.
Methodology 1: Add up the observed daily milk yield of adult cows (milkable cows only or milkable cows and cows on dry
period); Methodology 2: Annualize monthly data of milk production and divide by adult cows (milkable cows only or milkable
cows and cows on dry period). Huishan Dairy, Shengmu High-Tech Group adopted methodology 1, whereas YuanShengTai
Dairy adopted methodology 2. Data from both methodologies are directly comparable.
Industry Average and Production Leaders Quality Metrics

Fat content, protein content, bacterial count, and somatic cell are the four major measuring standards of raw milk. In
2010, Chinas Ministry of Public Health released the GB193012010 National Food Safety Standard on raw milk.
The Ministrys standards require that milk protein content exceed 2.8%, fat content exceeds 3.1%, and that bacteria
count must not exceed 2,000,000 Colony-Forming Units (CFU)/ml. The standard is less strict than that of major
developed countries.
The industry leaders, such as Japfa, Modern Dairy, Huishan Group, Lvhe Dairy, and YuanShengTai Dairy produce
raw milk that satisfies EU, US and Chinese standards for protein content, fat content, bacterial limit, and somatic
cell count. The table below shows the quality metrics of industry leaders.
Figure 3.7 Quality Metrics Comparison
Major Companies /
Countries
Huishan Group
Modern Dairy
Lvhe Dairy
YuanShengTai Dairy
Protein Content
(%)
Fat Content
(%)
Bacterial Limits
(CFU/ml)
Somatic Cell
(CFU/ml)
3.2
4.1
< 50,000
< 200,000
3.2
3.8
< 20,000
< 250,000
3.0
3.8
< 50,000
n/a
3.4
4.2
4,000
162,000
Japfa
3.3
4.1
11,000
152,700
EU
3.1
3.5
< 100,000
< 400,000
3.2
3.5
< 100,000
< 750,000
U.S.
China
2.8
3.1
2,000,000
Source: Company Annual Reports, The Council of the European Communities, The National Standard of Peoples
Republic of China, U.S. Food and Drug Administration
Note: Colony-forming unit (CFU) is an estimate of viable bacterial or fungal numbers.
n/a
)
19
3.2
3.2.1
ANALYSIS OF THE DAIRY INDUSTRY IN INDONESIA

Overview of the Dairy Industry in Indonesia
In Indonesia, per capita dairy consumption has grown at a CAGR of 7.0% from 11.9 kg in 2010 to 14.6 kg in 2013.
Despite the rapid growth, Indonesias per capita dairy consumption is among the lowest in the ASEAN region. In
2012, per capita dairy consumption was estimated to be 13.5 kg in Indonesia, far below 22.1 kg in the Philippines,
50.9 kg in Malaysia and 33.7 kg in Thailand. As Indonesian consumer demand for dairy products has expanded
rapidly over the past decade, it has outpaced growth in dairy supply and caused a significant demand / supply gap
and, consequently, created a market opportunity for scaled upstream dairy producers. The number of dairy cows in
Indonesia grew from 374,000 in 2003 to 488,000 in 2010, registering a CAGR of 3.9%. The total number of dairy
cows declined in 2011 to 330,000 as the lack of domestic beef supply resulted in large-scale slaughtering of dairy
cows to meet the markets demand for beef. However, fuelled by the strong appetite for dairy products, the number
of dairy cows increased to 399,000 in 2013; however, the raw milk supply shortage in Indonesia remains severe as
growth in demand for dairy products continues unabated.
Currently, Indonesia depends heavily on imports, mainly from Australia and New Zealand, to meet its domestic
demand for dairy products. In 2013, approximately 80.0% of the demand for dairy products was fulfilled by imports.
Expansion of domestic milk production has become one of the countrys national objectives for import substitution.
In order to boost the domestic growth of dairy production, the Indonesian government has announced policy
initiatives to ensure a domestically-produced supply that meets at least 50.0% of national demand by 2020. Fuelled
by favorable government policies and increased demand, Indonesias dairy industry is set to grow in coming years.
Indonesias dairy industry is dominated by individual farms with an average of five dairy cows each. However,
commercial dairy companies are increasingly playing a significant role in the development of the dairy industry. In
2008, there were only 29 large-scale dairy companies in Indonesia. This has grown to 50 in 2013, representing a
CAGR of 11.5%. The number of dairy cows owned by large scale farms has been increasing faster than the smallscale farms. Despite potential positive outlook in Indonesian upstream dairy production, certain factors pose
challenges to upstream dairy producers. Scarcity of forage and land with suitable elevation for dairy cattle farming,
high prices for cattle feed, low dairy cow productivity, low milk quality, poor farm and herd management facilities,
and lack of milking and processing technology have impacted the development of the dairy industry in Indonesia.
Large-scale and modern commercial farms are best equipped to ameliorate the impact of these challenges and
benefit from this growing market through continued expansion of their operations to cater to the unmet demand for
dairy products. Frost & Sullivan expects the growth of more efficient large-scale dairy companies in Indonesia to
reverse the trend of declining overall dairy production.
3.2.2
Market Size
The market size of liquid milk products (UHT and fresh milk) in Indonesia was estimated to be 463,190 tonnes in
2013, having grown at a CAGR of 8.0% from 367,189 tonnes in 2010. Fresh milk accounted for a smaller market
share in the liquid milk segment, with just 19.7% market share in 2013. The following figure illustrates the market
size of fresh milk and UHT milk from 2010 to 2013.
Volume(Tonnes)
Figure 3.8 Sales Volume of Liquid Milk in Indonesia, 2010 2013

400,000
295,287
315,832
327,366
371,989
71,902
78,321
83,132
91,201
300,000
200,000
100,000
0
2010
2011
UHT Milk
2012
Fresh Milk
2013E
Source: Indonesia Dairy Farm Association, Frost & Sullivan, Ministry of Agriculture
)
20
The market size of preserved UHT milk has increased from 295,287 tonnes in 2010 to 371,989 tonnes in 2013,
registering a CAGR of 8.0%. Market size of fresh milk has increased from 71,902 tonnes in 2010 to 91,201 tonnes
in 2013, registering a CAGR of 8.2%. In 2013, the market size of fresh milk amounted to IDR 1,193.4 billion.
3.2.3
Value Chain Analysis
The dairy industry value chain in Indonesia includes growing and processing of dairy cattle feed, dairy farming, raw
milk collection, production of dairy products and their sales and distribution. The chart below illustrates the dairy
industry value chain in Indonesia.
Figure 3.9 Value Chain of Dairy Segment, Indonesia
Grass Growing and
Feeds Processing
Dairy
Farming
Raw Milk
Collection
Dairy Products
Production & Sales
Grass Growing and Feeds Processing: It is observed that Indonesia has faced high feed prices and forage
shortages. Feeds for dairy cattle include forage, concentrated feeds, and supplementary feeds. The dairy cow
feed market is not commercialized as most of the farmers provide their dairy cows with self-mixed feed.
Dairy Farming: Dairy farming involves the breeding of dairy cows, dairy farm management, and milking.
Dairy production is dominated by small household farms commonly known as Koperasi Unit Desa (village cooperatives), which are overseen by the Government to ensure quality standards. The Government does this by
imparting knowledge, advice, setting up facilities, as well as offering financial incentives. Large dairy farms are
considered more efficient in dairy farming given their economies of scale.
Raw Milk Collection: Village co-operatives also serve as collection points for raw milk. Agents normally
purchase raw milk and then sell it to commercial dairy firms for further processing. This poses potential
challenges to milk quality as some chemical additives could be added to low-quality milk to artificially lift
protein level. Large integrated commercial dairy firms, such as Greenfields (Japfa), typically have their own
source of raw milk and access to distribution channels. This has ensured an end-to-end control over raw milk
quality to satisfy the markets demand for safe dairy products.
Dairy Products Production and Sales: Raw milk is processed into various dairy products, such as liquid milk,
sweetened canned milk, powder milk and so on. Processed dairy products are distributed to various retailers and
consumers. Imported dairy products are also introduced at this stage and compete directly with local players.
3.2.4
Dairy Farming Industry in Indonesia
Dairy cows prefer cool and dry weather over warm and humid climate. Dairy farming in Indonesia is largely
concentrated in Java, with approximately 99.0% of Indonesias dairy cows located in Java (more than 50.0% in East
Java). This is mainly because of the favorable weather condition prevailing in Java. Furthermore, Java has a dense
population and relatively higher consumption level of dairy products that supports geographically proximate dairy
operations.
Dairy farming in Indonesia is dominated by individual farmers who own around 5 dairy cows each. For example, in
East Java, more than 90.0% of cows are owned by individual farmers. According to the Dairy Farming Association
in Indonesia, in 2013, there were approximately 399,000 dairy cows raised in almost 80,000 dairy farms, most of
which were small-scale farms. In 2013, the Unity of Indonesia Milk Co-operation (GKSI) estimated that there were
only 50 large-scale dairy farms in Indonesia, raising approximately 10.0% of the total dairy cow population. The
chart below illustrates the growth of large-scale farms in Indonesia.
)
21
Figure 3.10 Estimated Number of Dairy Farms by Size in Indonesia, 2008 2013
Small Farms
Large Farms
2008
92,000
29
2009
95,000
28
2010
98,000
33
2011
85,000
39
2012
71,000
47
2013
80,000
50
Source: Badan Pusat Statistik (BPS), GKSI

Note: Small farms refer to individual farms. Large dairy farms refer to commercial farms with legal status.
Feed as a Major Input Cost

Feed is a primary factor that impacts the input cost for dairy farming, and it accounts for approximately 68.0% of
total dairy farm costs. This is mainly due to high price of forage which is not available in abundance locally.
Tropical forages are high in fiber, and hence farmers require concentrate supplements, which are more expensive.
For commercial dairy farms, feed cost has increased at a CAGR of 13.9% from IDR 518 per kg in 2009 to IDR 765
per kg in 2012.
During the dry season (April to September), there is limited availability of feed which impacts the supply, and
subsequently, the price of raw milk. Large-scale farms can integrate feed production and processing, and the selfsupply of feed helps them reduce costs. Large scale farms also utilize farm management technologies that monitor
and forecast input costs and prepare quantities of feed supply in advance of dry season to stabilize feed supply. This
enables the farms to reduce volatility of feed costs over the course of the year.
Figure 3.11 Breakdown of Input Costs, Dairy Farming, 2011
Others*
8%
Electricity and
water
3%
Labour
18%
Feed
68%
Medicines
3%
Note: Cost for dairy cattle is not captured.
Note: *Others include fuel cost and other miscellaneous costs.
Source: BPS
Breeds of dairy cattle

Breed of dairy cows is an important determinant of milk productivity and disease resistance. For large commercial
dairy farms in Indonesia, most cattle breeds are imported from Australia and New Zealand. The most popular breeds
are Holstein-Friesian as they are the worlds most productive dairy animals with an average lifetime raw milk
production per cow of 28,000 kg. Holstein-Friesian cows are primarily suited for cooler climates (about 800 meters
above sea-level). Small-scale farms usually breed their own dairy cows using Bali cattle, which can be sourced
locally. Though Bali cattle might have low milk yield, they are more productive in utilizing a low-quality feed base,
have high heat tolerance, and tend to be relatively resistant to external diseases and internal parasites. Hence, Bali
cattle are well-adapted for small-scale village farming in Indonesia.
It is estimated that the industry average of milk yield per milkable cow in Indonesia was only around 3.0 tonnes in
2013, not considering dry periods, reflecting the relatively low efficiency level of small-scale dairy farms. Largescale commercial farms in Indonesia have a much higher yield. Milk yield per milkable cow in large-scale
commercial farms, such as Greenfields, was estimated to be 9.5 tonnes in 2013, or approximately three times higher
than the industry average. This is mainly due to the fact that larger farms raise highly-productive dairy cow breeds,
they employ better technology for feed processing and calculating and they have greater expertise in managing dairy
)
22
farms. Thus, large-scale dairy operations in Indonesia are generally more efficient and productive than small-scale
farms.
3.2.5
Raw Milk Production in Indonesia
Domestic demand for dairy products has been on a rise. Per capita consumption of dairy products increased to 14.6
kg in 2013 from 12.0 kg in 2010, registering a CAGR of 6.9%. The increasing demand for dairy products translated
into an increase in the demand for raw milk. However, domestic supply of raw milk cannot meet domestic demand.
In 2013, only about 20.0% of demand for dairy products was satisfied by domestic supply. The majority of dairy
products were supplied by Indonesian companies which process raw milk powder imported from overseas. A small
proportion of dairy imports consisted of finished dairy products directly imported into the country.
Indonesias total raw milk production volume was estimated at approximately 1.0 million tonnes in 2010. It
decreased in 2011 and 2012 due to the loss of dairy cows to beef demand. Although raw milk production volume
subsequently recovered to 839,243 tonnes in 2013, it is still below the 2010 level and is expected reach 1.0 million
tonne only by 2016.
Figure 3.12 Raw Milk Production Volume in Indonesia, 2008 2018F
Thousands Tonnes
1,200
1,100
1,000
964
1,000
1,027
920
893
900
975
1,028
1,081
1,135
839
744
800
700
600
500
2008
2009
2010
2011
2012
2013E
2014F
2015F
2016F
2017F
2018F
Raw Milk Production
Source: Ministry of Agriculture Directorate of Livestock
The quality of raw milk is a key determinant of the quality of dairy products. Fat content, protein content, bacterial
limits, and somatic cell count are the four major industry-wide categories to determine raw milk quality. In
Indonesia, the average quality of raw milk suffers because of poor milking practices and hygiene, poor management
and insufficient cold chain logistics. Small-scale farms lack their own processing facilities and a coordinated supply
chain, therefore only 12% of locally-produced milk meets minimum industry standards. Due to the low-quality, milk
produced from individual farmers is generally used as a supplementary source in the production process. Large-scale
farms with more efficient farm management and cold chain logistics produce higher quality raw milk. The industry
offers growth opportunities for integrated and large-scale dairy farms that have the capability of providing good
quality raw milk.
Towards the end of 2011, the Government initiated a new milk quality standard Indonesian National Standards
(SNI) that stipulates the quality parameters for raw milk. The quality specification of milk varies depending on the
size of the milk processor. The table below presents the minimum standards for a medium-sized dairy farm in
comparison to other national standards:
Figure 3.13 Quality Metrics Comparison
Major Companies/
Countries
Greenfields
EU
USA
Indonesia
Protein Content
(%)
Fat Content
(%)
Bacterial Limits
(CFU/ml)
Somatic Cell
(CFU/ml)
3.3
NA
3.2
2.7
3.8
NA
3.5
3.5
10,000
< 100,000
< 100,000
< 1,000,000
200,000
< 400,000
< 750,000
n/a
)
23
The demand for high-quality, safe raw milk has increased due to the negative impact of the melamine scandals in
China. Under such circumstances, the key to success for domestic milk producers is in the control and traceability of
upstream supply to the processing facilities. Raw milk that meets the EU and US standards is considered premium
raw milk in Indonesia.
3.2.6
Consumer Dairy Products in Indonesia
Total consumption of dairy products has grown from around 2.9 million tonnes in 2010 to approximately 3.6 million
tonnes in 2013, registering a CAGR of 8.2%. Domestic consumption of dairy products has been largely met through
imports, with only about 20% of demand fulfilled by domestic production in 2013. The demand-supply gap for dairy
products widened from 2.0 million tonnes in 2010 to 3.2 million tonnes in 2013. Frost & Sullivan forecasts the gap
to continue to expand to 4.2 million tonnes by 2018, provided there is no drastic increase in the current supply of
dairy products. The expected persistence in insufficient domestic supply presents an opportunity for large-scale
farms to expand within Indonesia, and the Government encourages investment in the sector through creating a
favorable policy environment for dairy growth. The chart below illustrates the total consumption of dairy products
and domestic production from 2010.
Figure 3.14 Demand and Supply Volume of Dairy Products in Indonesia, 2010 to 2018F
Thousands Tonnes
6,000
5,000
4,000
2,876
3,133
3,325
902
766
639
2010
2011
2012
4,509
5,131
4,830
3,968
4,214
720
789
836
881
927
974
2013E
2014F
2015F
2016F
2017F
2018F
3,648
3,000
2,000
1,000
0
Total Consumption
Domestic Production
Source: Indonesia Dairy Farm Association, Frost & Sullivan
Types of Dairy Products by Domestic Production

Domestic dairy production in Indonesia mainly consists of four major categories, namely cheese, drinking milk
products, yoghurt and sour milk products and other dairy products. The charts below illustrate the market share of
different types of domestic dairy products in Indonesian in 2008 and 2013, respectively.
Figure 3.15 Production of Different Types of Dairy Products, 2008 and 2013
Others*
43%
Yoghurt
and Sour
Milk
Products
15.5%
Cheese
1.5%
Yoghurt
and Sour
Milk
Products,
21.1%
Others*,
33%
Cheese,
1.5%
Drinking
Milk
Products,
44.6%
Drinking
Milk
Products
39.7%
Note: *Others include desserts, chilled snacks, coffee whiteners, cream, etc..
)
24
Drinking Milk Products accounted for 44.6% of dairy production volume in 2013, and is the major driver for the
growth of the dairy industry. It includes fresh milk (also known as pasteurized milk), UHT milk (also known as
long-life milk), flavored milk drinks, and powder milk. The segments contribution to the industry size increased
from 39.7% in 2008 to 44.6% in 2013 and Frost & Sullivan expects it to reach 48.5% by 2018. Given the popularity
and increasing demand, the future growth of the segment is expected to outpace other segments within the dairy
industry. In 2013, Frisian Flag, Dancow, and Indomilk were top brands within this segment, controlling nearly half
of the market.
Fresh milk, a sub-segment of Drinking Milk Products, is gaining popularity in Indonesia due to increasing
knowledge and awareness of its health benefits. Improving purchasing power of Indonesians has also contributed to
the growing popularity of fresh milk in Indonesia. Greenfields, Indomilk, and Diamond are the leading brands
within this segment. Frost & Sullivan expects that consumers preference for fresh food products will support liquid
milk growth.
Distribution
Indonesias dairy retail market is dominated by traditional grocery stores with modern retail channels expanding
rapidly. From 2003 to 2008, the number of traditional stores expanded by only 9.2% compared to hypermarkets at
188.4%, mini markets at 162.7% and supermarkets at 75.3%. This trend is expected to continue with the growth of
Indonesias middle to upper-class population, increasing urbanization and improving infrastructure. Hypermarkets,
mini markets, and supermarkets are better equipped with refrigeration equipment that increases the shelf life of fresh
milk. The rapid expansion of modern distribution channels is expected to assist the sales activities for fresh milk.
3.2.7
In 2013, Greenfields was the leading market player in the fresh milk segment with a market share of 24.5% in terms
of production volume and 38.4% in terms of production value. Greenfields higher market share in terms of
production value is attributed to its higher retail price resulting from its premium quality.
Figure 3.16 Competitive Landscape in the Fresh Milk Segment, 2013
Production
Volume
(in Tonnes)
22,330
Production
Value (in IDR
Billion)
458.9
Market Share in
terms of production
volume (%)
24.5%
Market Share in terms

of production value
(%)
38.4%
Indomilk
11,350
176.5
12.4%
14.8%
Others
57,521
558.0
63.1%
46.8%
Greenfields
Total
91,201
1,193.4
100.0%
Source: Indonesia Dairy Farm Association, Frost & Sullivan, Ministry of Agriculture
100.0%
Unlike Indomilk that produces a variety of products such as UHT drinks, condensed milk and powder milk,
Greenfields specializes in fresh milk segment with high sanitary standards and quality. Hence, Frost & Sullivan
expects Greenfields to be at the forefront to experience the benefits of increasing demand for fresh milk in the
future.
)
25
4.1
4.1.1
ANALYSIS OF ANIMAL PROTEIN INDUSTRY IN INDONESIA, CHINA, INDIA,

VIETNAM, AND MYANMAR
ANALYSIS OF ANIMAL PROTEIN INDUSTRY (POULTRY, BEEF, AQUACULTURE) IN INDONESIA
Overview of the Animal Protein Industry in Indonesia
Poultry is the main source of animal protein in Indonesia, accounting for approximately 61.1% of total meat
consumption in 2013. The religious restrictions on consuming pork, the comparatively high retail price of beef and
the need for Halal certification (foods permitted under Islamic dietary guidelines) has made poultry a preferred
animal protein among Indonesians. The cost of rearing chickens is comparatively low, leading to the cheaper price
of chicken meat. The consumption of chicken has increased in line with economic growth and per capita income
growth. Wealthy consumers and the emerging middle class are likely to consume more chicken meat. In 2013,
broiler and native chickens accounted for over 98.0% of total poultry consumed.
Beef is an expensive source of animal protein in Indonesia, and in 2013, beef accounted for 17.4% of total meat
consumption. Historically, consumption of beef was restricted to festive seasons and times of celebration, however,
it has been on an increasing trend, and Frost & Sullivan expects it to increase in line with the growing disposable
income of Indonesians. Pork is a comparatively cheaper source of animal protein in Indonesia and is popular among
the non-Muslim population.
Poultry has been the leading source of animal proteins in Indonesia. Frost & Sullivan estimates that the consumption
of both chicken and beef will increase in the future and that their respective proportions of total meat consumption
will remain the same. The consumption breakdown of major animal protein products is shown in the following
chart:
Figure 4.1 Consumption of Animal Protein Products in Indonesia, 2013
Beef
17.4%
Poultry
61.1%
Pork
21.6%
Source: Food and Agriculture Organization (FAO) statistics, Frost & Sullivan estimates
4.1.2
Market Size
Poultry Segment
The market size of the poultry industry in Indonesia, measured by its sales value, increased from IDR 45.3 trillion in
2008 to IDR 98.6 trillion in 2013, registering a CAGR of 16.8%. The sales volume of broiler chicken meat increased
from IDR 25.2 trillion in 2008 to IDR 63.0 trillion in 2013, representing a CAGR of 20.1%. The sales volume of
table eggs increased from IDR 20.1 trillion in 2008 to IDR 35.6 trillion in 2013, at a CAGR of 12.1%. The growth in
market size has been primarily driven by economic growth and changes in dietary preferences toward food products
with higher nutritional value. Frost & Sullivan forecasts the poultry market size to increase to IDR 234.3 trillion by
2018, at a CAGR of 18.9% from its current levels of IDR 98.6 trillion in 2013.
)
26

Figure 4.2 Poultry Sales Value in Indonesia, 2008 to 2018F
234.3
Sales (trillion IDR)
250
193.9
200
162.2
150
100
45.3
48.5
2008
2009
60.0
70.2
98.6
82.1
115.7
135.7
50
0
2010
2011
2012
2013E
2014F
2015F
2016F
2017F
2018F
Source: Frost & Sullivan Analysis

Note: The total market size in the above chart includes sales value of broiler chicken meat and table eggs only.
Beef Segment
The total beef market size in Indonesia, measured by its sales value, increased significantly from IDR 19.6 trillion in
2008 to IDR 56.2 trillion in 2013, registering a CAGR of 23.5%. The total beef market size measured by its sales
volume increased from 405.1 million kg in 2008 to 630.1 million kg in 2013, reflecting a CAGR of 9.2%. The
growth in market size has been primarily driven by economic growth and changes in dietary preferences leading to
increased consumption of premium beef.
Approximately 6.0% to 10.0% of the total beef consumption is catered by imported frozen beef. Despite the
government efforts to be self-sufficient in the beef industry, the domestic beef supply is unable to cater to the
existing demand for beef. In addition, the short supply and import restrictions have led to consistent increases in
beef prices. The government has set a reference price of IDR 76,000 per kg in 2013; the licenses to import frozen
beef and live beef cattle will be issued every time the price of domestic beef exceeds the reference price by 15.0%
and the licenses will be revoked when the domestic price falls 5.0% below the reference price.
The import volume is estimated to triple in near future, as the government is likely to lift the restrictions on import
quota, due to insufficient domestic production to cater to the increasing demand. This price normalization exercise
by the Government is likely to help maintain stable beef prices in the industry and provide more opportunities for
breeding more local cattle, as well as creating a market space for imported frozen beef and live cattle. Frost &
Sullivan estimates the market size to increase at a CAGR of 10.5% to reach IDR 92.8 trillion in 2018 from its
current level of IDR 56.2 trillion in 2013. The sales volume is forecast to increase at a CAGR of 11.2% to reach
1,070.8 million kg in 2018, from its current level of 630.1 million kg in 2013. The chart below shows the beef
market size in Indonesia from 2008 to 2018F.
Figure 4.3 Beef Sales Value in Indonesia, 2008 to 2018F
110
90
70
50
30
19.6
28.3
36.3
39.1
2010
2011
56.2
47.2
61.7
76.3
68.7
84.3
92.8
10
2008
2009
2012
2013E
2014F
2015F
2016F
2017F
2018F

Note: Beef sales value is measured by the overall supply of beef in Indonesia. It is equal to domestic production plus
import minus export and is also equal to domestic consumption
)
27
Animal Feed Segment

The market size of the animal feed industry in Indonesia measured by sales value increased from IDR 26.4 trillion in
2008 to IDR 97.8 trillion in 2013, registering a CAGR of 30.0%. The market size of the animal feed industry,
measured by its sales volume, increased from 8,100 tonnes in 2008 to 15,420 tonnes in 2013, at a CAGR of 13.7%.
The growth in market size has been primarily driven by growth in the poultry industry, as poultry feed contributes to
more than 90.0% of animal feed consumption in Indonesia. Frost & Sullivan estimates the market size to increase at
a CAGR of 14.7% to reach IDR 193.9 trillion in 2018 from its current level of IDR 97.8 trillion in 2013. The chart
below shows the animal feed market size in Indonesia from 2008 to 2018F.
Figure 4.4 Animal Feed Sales Value in Indonesia, 2008 to 2018F
250
193.9
200
150
100
50
26.4
35.0
40.3
2008
2009
2010
97.8
107.3
2013E
2014F
144.5
123.9
167.7
72.8
55.4
0
2011
2012
2015F
2016F
2017F
2018F
4.1.3

Figure 4.5 Value Chain of Poultry Segment, Indonesia
Breeding
Producing
Trading
Slaughtering
Sales &
Distribution

Source: Frost & Sullivan, Poultry Association of Indonesia
The value chain of the poultry segment consists of the following five stages:
x
Breeding starts off with importing the grandparent stock from mainly Europe or the US. The hatching eggs are
incubated and hatched in the parent stock farm. Day-old chicks (DOCs) are delivered to the broiler or layer
farms.
Producing involves growing DOCs for meat or egg production. For meat production, the chickens are grown
until they reach a carcass weight of 1.0 kg to 2.0 kg (average of 1.4 kg), which generally requires 30 days. For
egg production,the chickens are reared in the layer farm for approximately 18 weeks and then undergo a laying
phase of up to 18 months. During this time, the chickens may lay up to 24 kg of eggs (approximately 400 eggs).
In 2013, broilers represented 85.0% of the total meat production, with the rest made up of native chickens.
Nearly 70.0% of the broilers are grown by contract farms, 10.0% by large corporations (usually called
integrators) and the rest are by independent farms. Contract farms or intiplasma system are widely used in
Indonesia where contractors (who may or may not be independent of the integrator) pay for the DOCs, feed and
medicines, and give farmers a growers fee with a bonus for superior performance.
Trading involves agents who distribute the finished products, either full-grown chickens or eggs, to the
slaughtering houses or retail outlets. It is observed that 75.0% to 80.0% of the broilers sold are through wet
)
28
markets, while the rest are traded to slaughtering houses. Independent farmers, who are not as integrated,
typically follow the long value chain (with multiple middle-men) to sell their products. The culled chicks (male
birds from the layer strains which cannot lay eggs nor are suitable for meat production are killed upon hatching)
enter the value chain at this stage.
x
Slaughtering is still at a developmental stage in Indonesia. According to the Poultry Slaughtering House
Association, Indonesia had approximately 275 slaughtering houses as of 2013. Only 20.0% to 25.0% of the
broilers are sent to slaughtering houses, which are usually integrated and owned by the farmers. Often, these
commercial slaughtering houses process the chickens into shelf-stable or frozen products, aside from the normal
whole or cut-up/deboned chickens.
Sales & Distribution: Approximately 75.0% to 80.0% of chickens traded by agents bypass the slaughtering
stage and reach wet market retailers, who will do the slaughtering themselves. The slaughtering houses cater to
modern retailers (supermarkets, hotels, and restaurants). A majority of the table eggs are sold through the
traditional retail system.
Figure 4.6 Value Chain of Beef Segment, Indonesia
Fattening
Slaughtering
Sales & Distribution

Source: Frost & Sullivan, Beef Association of Indonesia
The commercial beef value chain consists of three key stages:

x
Fattening: The commercial beef value chain starts with fattening, as Indonesia lacks the appropriate climate for
breeding beef cattle. Australia is the largest supplier of beef cattle to Indonesia, and the most common breed of beef
cattle is the Australian BX breed. The average import size ranges from 280 kg to 350 kg per head. The cattle are
fattened for 90 to 100 days, and during the process, gain approximately 1.5 kg per day to reach a final weight of 430
kg to 500 kg per head by the end of the fattening cycle. Prior to fattening, the imported cattle weigh more compared
to local cattle. However, as local cattle breeds are less expensive than the imported breeds, many feedlot operators
purchase the domestic bred cattle. The preferred local breeds are Onggol, Simmental, and Limousin.
Slaughtering: There are public and private slaughter facilities operating in Indonesia. The preferred slaughter
weight during peak season is 400 kg to 450 kg per head, whereas it is only 300 kg to 350 kg during the low period.
However, only one-third of the gross weight of the cattle is red meat, while the remaining two-thirds comprises offal
(internal organs) and hide (skin). It is estimated that 50.0% of the red meat goes into producing meatballs, which are
popular among Indonesians, especially among low-income consumers who can afford meatballs over the expensive
red meat.
Sales and distribution: A significant portion of beef meat produced (approximately 80.0%) is distributed through
wet markets, while the remaining is supplied to modern retailers (supermarkets, hotels and restaurants). Distribution
is dominated by traders who receive cattle from feedlots (approximately 30 to 40 heads per day), slaughter them in
their partnering slaughter-houses, and deliver to wet market butchers on credit.
Input Costs for Poultry and Beef Production
In 2013, feed cost for poultry accounted for approximately 70.0% of the total input cost for chicken meat
production, followed by the cost of DOCs at 20.0% of total cost. The other associated costs were very minimal in
the case of poultry, due to the simple poultry rearing techniques and the inexpensive infrastructure and equipment
required in the process.
In 2013, feed cost for beef cattle accounted for approximately 54.0% of the total input cost for beef meat production,
followed by labor cost at 22.0% of total cost. The labor cost associated with rearing cows is higher than in rearing
chickens. The industry norm is one employee in the yard for every 100 head of cattle. Other costs for rearing beef
cattle include its housing requirements and farming machinery.
)
29
Figure 4.7 Breakdown of Input Costs, Farming of Broilers and Beef Cattle, 2013
100%
Others*, 8.5%
Labor Cost, 1.5%
Others*, 24.0%
Cost of DOC, 20.0%

Labor Cost, 22.0%
50%
Feed Cost, 70.0%
Feed Cost, 54.0%
0%
Poultry
Beef
Source: Poultry data from Ministry of Agriculture Directorate of Livestock, Beef data from BPS
Note: Others category for Poultry includesshelter for chickens, electricity, water, and medicines.
Note: Others category for Beef includesshelter for cattle, machinery for farming, electricity, water, and medicines.
4.1.4
Demand Dynamics
Indonesias per capita consumption of meat products is low compared to neighboring countries. For example,
Malaysia, with a predominately Muslim population similar to that of Indonesia, consumed 47.7 kg per capita of
poultry in 2012 and 48.2 kg in 2013, while Indonesian per capita poultry consumption was less than 9 kg in 2013.
This suggests opportunities for further growth in consumption of meat.
Poultry consumption per capita in Indonesia has increased from 4.6 kg in 2008 to 8.9 kg in 2013. Frost & Sullivan
expects per capita poultry consumption to increase to 16.0 kg by 2018. Beef consumption per capita in Indonesia has
increased from 1.7 kg in 2008 to 2.5 kg in 2013. Frost & Sullivan expects per capita beef consumption to increase to
4.0 kg by 2018.
Concumption ('000 Tonnes)
Figure 4.8 Poultry and Beef Consumption Volume in Indonesia, 2008 to 2018F
5,000
4,223
3,787
4,000
3,353
3,000
2,000
1,000
1,089
1,149
1,411
405
464
590
2008
2009
2010
1,673
1,966
2,218
2,521
2,928
575
630
701
779
866
963
1,071
584
2011
2012
2013E
2014F
2015F
2016F
2017F
2018F
0
Poultry Consumption
Beef Consumption
Source: Ministry of Agriculture Directorate of Livestock, Forecast by Frost & Sullivan

Note: In the context of poultry industry in Indonesia, production is equal to consumption, as import/export of poultry
products is very minimum.
Key Drivers of Increasing Demand for Animal Protein

Increasing per Capita Disposable Income: Historically, the animal protein industry has grown with increases in
population and disposable income. The per capita disposable income has increased at a CAGR of 8.3% from USD
1,378 in 2008 to USD 2,057 in 2013, and it is forecasted to increase at a CAGR of 5.6% to reach USD 2,700 in
F-30
30
2018. Frost & Sullivan expects the demand for protein products to grow with an increase in disposable income and
purchasing power of consumers in Indonesia, especially the emerging middle-income class.
Expanding Urban Population and Industrialization: Urbanization has been a key demand driver for the animal
protein industry, as the per capita consumption of protein products is significantly higher in urban areas than rural
areas. According to United Nations Department of Economic and Social Affairs, Indonesias urbanization rate is
forecast to increase from 49.9% in 2010 to 57.2% in 2020 and 63.1% in 2030. The western parts of Indonesia (Java
and Sumatra) consume more poultry and beef, whereas in the eastern parts of Indonesia (Sulawesi and Kalimantan),
fish is the main source of animal proteins. As an increasing number of people migrate from west to east, they are
likely to spread their consumption habits to the eastern provinces, which in turn, is expected to increase overall
animal protein consumption.
Modernization of Sales and Distribution Channels: Traditionally, Indonesians bought meat products from wet
markets. In recent years, they have increasingly been purchasing processed meat from modern retail formats,
including supermarkets, hypermarkets, and convenience stores. The increasing penetration of modern retail formats
is expected to significantly enhance accessibility to protein products for the general population, especially in rural
areas. Furthermore, investments in logistics, infrastructure, and freezing equipment at retail outlets, have helped to
facilitate continued improvements in the distribution of animal protein products.
Rising Health Concerns: Indonesians are becoming increasingly health conscious and including more animal
proteins in their daily diet. The incidence of mad cow disease, bird flu (H5N1 in 2008) and swine flu (H1N1 in
2009) has made the consumers stay cautious about what they eat. The consumers are now better educated about food
safety and food quality standards of animal protein products and are turning towards more hygienic sources like
branded animal proteins. With the changing dietary habits and increasing health awareness of Indonesians, the
demand and consumption of protein products have increased and Frost & Sullivan expects this trend to drive future
growth of the industry.
4.1.5
Supply Dynamics
Indonesia has achieved its goal of self-sufficiency in the poultry segment. The country imports and exports
negligible quantities of chicken meat, and hence it can be concluded that domestic supply caters to the entire
demand. Though poultry production is spread throughout Indonesia, a majority of production is concentrated in Java
and meets 73.0%, 54.0%, and 44.0% of demand for broilers, layers, and native chicken respectively. The production
of chicken and table eggs are spread all over East, West, and Central Java. Broiler production is concentrated in
West Java due to good access to suppliers and customers and cool climate suitable for poultry rearing. East Java is
the preferred location for rearing layer chicken due to the availability of corn stocks.
In 2011, Indonesia announced its goal of domestic self-sufficiency in the beef segment and its intention to limit
imports to less than 10% of the total beef consumption by 2014. The local production of beef meat is still behind the
total consumption. Thus, 17.0% to 25.0% of consumption is fulfilled through imported frozen beef or live beef
cattle. The import of beef meat and live beef cattle was restricted in 2011; as a result, the average retail price of beef
meat increased from IDR 71,200 per kg in 2011 to IDR 85,500 per kg in 2012, and it increased further to IDR
94,200 per kg in 2013.
As the beef demand peaked in August 2013 during Ramadan festival, many farmers liquidated their herds to take
advantage of the price increase. The industry grew strongly during this period; however the supply was unable to
meet the demand for beef meat. Therefore, the government eased the import restrictions in late 2013 and plans to do
so every time the domestic beef price exceeds the governments reference price of IDR 76,000 per kg by 15.0%.
Beef production is concentrated in Java which accounted for 58.0% of total production in 2013, followed by
Sumatra which accounted for 21.0%. Frost & Sullivan expects that Javas share of total meat production in
Indonesia will fall as meat production expands into locations outside of the island; however, beef production in Java
will continue to grow in absolute terms.
Figure 4.9 Average Retail Prices of Poultry and Beef in Indonesia, 2008 to 2013E
)
31
Average Retail Prices

(IDR/kg)
100,000
85,512
80,000
94,263
64,394
67,609
71,247
61,380
23,170
24,307
25,521
24,185
25,264
28,390
14,810
14,810
14,810
16,859
17,855
19,010
2008
2009
2010
2011
2012
2013
60,000
40,000
20,000
0
Table Eggs
Broiler Chicken Meat
Beef Meat
Source: BPS
4.1.6
Poultry Segment
Indonesias poultry segment is dominated by commercial farms, and the main players are international and
integrated companies that include PT Japfa Comfeed Indonesia, PT Charoen Pokphand Indonesia, PT Sierad
Produce and PT Super Unggas Jaya. These companies are involved in animal feed production, poultry farming, and
processing of poultry meat. Commercial poultry farms are concentrated in East Java, West Java, and North Sumatra.
Broiler farms are primarily located in West Java while the layer farms are distributed evenly across the above
mentioned regions.
Figure 4.10 Competitive Landscape in Poultry Segment, 2013
Industry Players
PT Charoen Pokphand Indonesia
DOC Production Capacity

(in millions)
1,016
Market Share (%)

40.5%
PT Japfa Comfeed Indonesia
630
25.1%
PT Malindo Feedmill
191
7.6%
PT Sierad Produce
150
6.0%
Others
521
20.8%
2,508
100.0%
Total
Source: Company Annual Reports, Frost & Sullivan
PT Japfa Comfeed Indonesia (Japfa) operates various business units, and it is primarily focused in animal feed
production, DOC production, and commercial farming. Japfa has strengthened its position in the poultry industry
through recent mergers with other chicken breeding companies that include Multibreeder, Multiphala, and Hidon.
PT Charoen Pokphand Indonesia (CP) is engaged primarily in the manufacturing and sale of poultry feed, and it
also produces DOCs and consumer foods. In 2013, the poultry sales constituted approximately 15.0% of total sales.
This is mainly from the implementation of strict bio-security parameters in DOC breeding faculties to maintain
product quality and construction of more breeding farms outside Java.
PT Sierad Produce engages in DOC breeding, chicken slaughtering, and integrated chicken processing with cold
storage facilities. The company has the advantage of established downstream integration to support its poultry
production. The company has plans to expand operationally outside the Java region, with construction of two
chicken breeding farms with a capacity of 80,000 chickens each to capitalize on increasing poultry consumption in
Indonesia.
)
32
Beef Segment
In Indonesia, there are 32 importers of live beef cattle and 12 of them are in Jakarta. They include PT Japfa Comfeed
Indonesia, PT Great Giant Livestock, PT Tipindo, PT Hayuni Mas Lestari, and PT Kariyana Gita Utama. West Java
has two importers, namely PT Lintas Nusa and PT Agro Perdana. Central Java has one importer - PT Andhini Pati
Mandiri and East Java has PT Sekar Bumi.
Figure 4.11 Competitive Landscape in Beef Segment, 2013
Industry Players
Adji Soko Group
Import Volume of Live Beef Cattle

(number of heads)
51,800
Market Share (%)

11.4%
48,900
PT Great Giant Livestock
37,800
10.8%
8.3%
PT Widodo Makmur Perkasa
36,100
7.9%
Others
279,552
61.6%
Total
454,152
100.0%
PT Japfa Comfeed (Japfa) is one of the leading feedlot operators in Indonesia. They are one of the 32 companies in
Indonesia that import live beef cattle from overseas and is also one of the three (among the 32 importers) who are
involved in cattle breeding. The companys feedlots are located in Bekri, Jabung and Probolinggo, where there is an
abundant supply of feed ingredients. In October 2013, Japfa acquired a breeding facility in Australia which has the
capacity to produce and supply 12,000 heads per year to its feedlots in Indonesia.
PT Great Giant Livestock is part of the Gunung Sewu Group, and represents the second largest cattle feedlot in
Indonesia, with a capacity of 30,000 heads per cycle or 100,000 heads annually. It was established in 1990 in
Lampung, South Sumatra and has been one of the top five importers of cattle since 2008. The company operates
within its plantation area of over 31,000 hectares and follows strict animal welfare practice. It has a strong customer
base with 20 supply chain partners approved by Australias DAFF (Department of Agriculture, Fisheries and
Forestry). The company also processes its cattle manure into fertilizer for its plantation.
Animal Feed Segment
The Indonesian animal feed sector is structured as an oligopoly that is controlled by a small number of companies.
In 2013, PT Japfa Comfeed Indonesia, PT Charoen Pokphand Indonesia, PT Cheil Jedang Indonesia, PT Malindo
Feedmill, and PT Sierad Produce accounted for a cumulative market share of approximately 66.0%. Price volatility
and other various challenges of securing raw materials on international commodities markets preclude small-scale
players from the Indonesian feed market; these market barriers have left the industry with a small number of largescale international and integrated animal feed players.
Figure 4.12 Competitive Landscape in Animal Feed Segment, 2013
Industry Players
PT Charoen Pokphand Indonesia
Animal Feed (excl Aqua Feed)

(in 000 tonnes)
4,300
Market Share in terms of

Sale Volume (%)
31.3%
3,000
21.9%

PT Cheil Jedang Indonesia
750
5.5%
PT Malindo Feedmill
594
4.3%
PT Sierad Produce
400
2.9%
Others
4,676
34.1%
Total
13,720
100.0%

Note: Market share calculation in the above table excludes aqua feed, due to unavailability of complete information.
)
33
PT Charoen Pokphand Indonesias (CP) feed segment contributed to about 73.0% of its total sales in 2013. CP
Indonesia has maintained its lead position in the animal feed industry for many years now. The company has
managed to curb the adverse effects of increasing raw material cost through better inventory turnover management
and reduced the transportation cost by switching to domestic suppliers and more efficiently placed distribution
centers.
PT Japfa Comfeed Indonesias (Japfa) animal feeds division produces feed for poultry, fish, and shrimp. In 2013,
its feed segment contributed to 45.0% of total sales. Japfa maintains its position with its strategic distribution
networks between suppliers and customers. The Company has plans to build a new feed mill in Central Sulawesi due
its proximity to many poultry production areas in Indonesia.
In 2012, PT Cheil Jedang Indonesias animal feed sales increased by 15.0% over the previous year. With the
addition of two new feed mills in North Sumatera and Lampung which were put into operation at the end of last
year, the company is confident to grow its sales this year by 30%. Also CJ has proposed to construct two new feed
mills in Central Java to capture more market share.
PT Malindo Feedmill focuses on the production of animal feed for poultry. The companys feed segment
contributed to 69.0% of its total sales in 2012, with a capacity of 900,000 tonnes per annum. Recently, the company
has integrated its upstream and downstream operations by expanding its breeding farms for DOCs and broilers and
establishing a poultry food processing factory.
PT Sierad Produce engages in feed manufacturing for poultry, pig, and beef cattle. In 2012, its feed segment
contributed to 52.0% of total sales. In 2013, the company expanded its feed production capabilities in the eastern
regions of Indonesia.

4.2
BRIEF ANALYSIS OF ANIMAL PROTEIN INDUSTRY (POULTRY AND PORK) IN VIETNAM
4.2.1
Overview of Poultry and Pork industry in Vietnam
In Vietnam, key sources of animal protein are pork, poultry, and beef. In 2011, pork accounted for approximately
74.0% of total livestock production, followed by poultry at 17.0%. Vietnamese consumers have historically selected
pork over other protein products due to its high protein content, high fat content, and most importantly, its relative
affordability to other protein varieties. It is estimated that chicken contributes approximately 73.0% 74.0% of the
total poultry flock in Vietnam and can be taken as a good representation of overall poultry industry.
Figure 4.13 Production of Animal Protein Products in Vietnam, 2011
Others, 9.0%
Poultry, 17.0%
Pork, 74.0%
Source: Vietnam General Statistics Office
)
34
Vietnams animal protein industry is highly fragmented, and small-scale players dominate upstream production. The
industry started developing commercially in the early 1990s when the country began to open its economy to foreign
investors. The following international companies have established operations in Vietnams animal protein industry:
x
x
x
x
x
Charoen Pokphand CP Vietnam (CPV): Thailand-based; entered Vietnam in 1990

Proconco: A joint venture between France and Vietnam; first feed mill in Vietnam in 1991
Japfa Comfeed Vietnam Limited Company (Japfa): Entered Vietnam in 1995 through a joint venture with
Vietnam Livestock Husbandry Corporation
Cargill: US-based feed maker, entered Vietnam in 1995
CJ: Korea-based feed maker, entered Vietnam in 1996
Recent trends suggest that small-scale backyard farms have gradually been replaced by commercial farms with
higher standards of hygiene, productivity, and efficiency. Commercial farms have increased over smallholders in
terms of both production volume and animal population. In 2008, commercial farms raised about 15.0% of pigs and
16.0% of the poultry flock; this figure grew to 25.0% and 20.0%, respectively, in 2010.
4.2.2
Market Size
The production of chicken and pork has been increasing steadily. Domestic chicken production was estimated at
755,000 tonnes in 2013, nearly doubling the 417,000 tonnes achieved in 2008, registering a CAGR of 12.6%. Pork
production also grew from 1.9 million tonnes in 2008 to 2.2 million tonnes in 2013, at a CAGR of 3.0%. The
domestic supply of chicken and pork is sufficient to meet domestic demand. Imports of chicken and pork were only
about 30,000 tonnes and 10,000 tonnes, respectively, in 2013. Frost & Sullivan estimates the market size of chicken
and pork to reach 1.1 million tonnes and 2.8 million tonnes, respectively, by 2018. The chart below shows the
poultry and pork market size in Vietnam from 2008 to 2018F.
Figure 4.14 Production Volume of Chicken and Pork in Vietnam, 2008 to 2018
Production Volume
(Thousand Tonnes)
3,000
2,500
2,090
2,090
2,130
2,175
2,220
503
696
730
755
417
621
2008
2009
2010
2011
1,915
2,260
800
2,498
2,608
2,721
2,834
868
931
996
1,061
2015F
2016F
2017F
2018F
2,000
1,500
1,000
500
0
2012
2013E
2014F
Chicken
Pork
Source: USDA, Frost & Sullivan Analysis
4.2.3

Figure 4.15 Value chain of Pork and Poultry Segment, Vietnam
Feed Processing
Breeding
Fattening
Slaughtering
and Processing
Sales &
Distribution

)
35
Upstream segments, including breeding and fattening, are dominated by small-scale farms, which supply
approximately 80.0% of total output. The downstream segment, involving slaughtering, processing, and retail, is
underdeveloped. In Vietnam, only about 10.0% of total meat produced is processed. This is mainly due to the low
domestic demand for processed meat since Vietnamese have a preference for fresh meat.
Feed Processing: Small-scale chicken and pig farms often use self-mix feeds with locally available raw materials,
whereas commercial growers buy branded feeds. Over the past decade, the commercial animal feed mills have
witnessed significant growth. The contribution of commercial feed mill companies has increased from 20.0% of
total animal feed supply in 2001 to over 50.0% in 2011. Commercial feed mill companies such as CPV and Japfa,
experienced great growth momentum during this decade.
Breeding pigs and chicken are supplied by three main breeders: state-owned breeding farms, foreign-owned farming
companies, and individual breeding farms. CPV and Japfa are the two biggest players in the poultry breeding
business. In addition to producing pigs and DOCs for fattening internally at their own commercial farms, CPV,
Japfa and Emivest also provide farrows and DOCs to other farmers. Foreign-owned companies command a majority
of market share in the broiler breeder business.
In Vietnam, there are three types of fattening farms for pork and poultry: commercial farms, independent farms, and
small individual farm holders. Commercial farms raise pigs and chickens using two modes of operation: contract
farming and rental farming. For contract farming, the company engages smaller farms to help fatten the animals
using the companys breed, feed and veterinary services. Smaller farms are paid farming fees by the company to
produce Finishers (fattened animals that are ready to be sold). For rental farming, a company rents facilities from a
third-party organization. The company has direct control over the animal fattening process. Independent farms and
small individual farm holders, on the other hand, take charge of animal production on their own facilities and dont
operate under any contract.
Slaughtering, Processing & Distribution: Finishers are sold by producers at the farm gates. Pig finishers are
slaughtered at slaughtering houses before being sold to the markets. Some chicken finishers (mainly native
chickens) are sold alive in wet markets while the rest (mainly broilers) are brought to slaughtering houses for further
processing. In Vietnam, slaughter houses also play the role of wholesalers and have a major influence on the prices
of pork and chicken. Other wholesalers normally bring meat from slaughtering houses to wholesale markets, retail
wet markets and catering units. Since most Vietnamese consumers prefer fresh meat, the majority of meat is sold
fresh (pork and chicken) or live (mainly chicken) in wet markets. Only a small part of the meat output
approximately 10.0% goes to processing facilities.
Pork and poultry industries in Vietnam are characterized by small-scale operations, fragmentation, and
underdevelopment. However, pork and poultry industries are at their emerging phases of commercialization. At
present, CPV is the only business in Vietnam that has an integrated system which covers the entire value chain.
Japfa, another foreign integrator in Vietnam, runs their operations in the segments of feeds processing, breeding,
fattening and slaughtering.
Input Cost Contribution for Poultry and Pork Farming
For both poultry and pork farming, feed represents the most significant contribution to the overall input cost by
accounting for approximately at 65.0% 70.0%. The cost of animal feed in Vietnam is higher than other countries
of similar economic status. This is largely because Vietnam has been reliant on imports of feed ingredients. In 2013,
approximately 30.0% of feed ingredients were imported, including soybean meal, corn, and wheat. Vietnam also
imports 90.0% of dried soybean cakes, 80.0% of premixes, and 100.0% of minerals and vitamins. Prices of feed
ingredients and processed feeds are shown in the following charts:
)
36
Figure 4.16 Price Fluctuations of Feed Costs in Vietnam, 2001-2012

USD per Tonne
600
500
400
300
200
100
0
2001
2002
2003
2004
2005
2006
Corn
2007
2008
Soybean
2009
2010
2011
2012
Wheat
Source: Vietnam Ministry of Agriculture and Rural Development
Corn and soybean meal are often used as a base for animal feed due to their low cost, richness in protein and high
energy. The price of soybean increased from USD 168.8 per tonne in 2001 to USD 538.0 per tonne in 2013 at a
CAGR of 10.1%. During the same timeframe, the price of corn increased from USD 89.6 per tonne to USD 297.5
per tonne, registering a CAGR of 10.5%. The processed feed market has also seen a steady rise in price on the back
of elevated cost of grain. Price fluctuations in animal feed ingredients have pushed up the price of poultry and pork
and raised uncertainty in farms cost planning.
Figure 4.17 Prices of Manufactured Feed for Chicken and Pig, VND/kg, 2009-2012
VND per kg
12,000
10,185
10,798
10,000
8,251
8,000
8,993
6,595
6,000
9,542
6,966
5,843
4,000
2009
2010
Chicken
2011
2012
Pig
Source: Vietnam Ministry of Agriculture and Rural Development
4.2.4
Demand Dynamics
Demand for poultry and pork has been growing continuously over the past few years. Per capita pork consumption
increased at a CAGR of 2.1% from 21.6 kg in 2008 to 24.1 kg in 2013. This is compared with Chinas 2013 per
capita pork consumption of 40.5 kg. Per capita chicken consumption increased at a CAGR of 8.5% from 5.7 kg in
2008 to 8.6 kg in 2013, compared with the developed Southeast Asian market of Singapores 2012 per capita poultry
consumption of 33 kg. Frost & Sullivan expects the per capita consumption of pork and chicken to continue growing
in line with population and income growth, and reach 29.6 kg and 11.1 kg respectively, in 2018.
F-37
37
Figure 4.18 Per Capita Chicken and Pork Consumption Volume in Vietnam, 2008-2018F
Per Capita Consumption
(kg/annum)
35.0
30.0
25.0
26.7
27.7
28.7
29.6
9.0
9.3
9.9
10.5
11.1
2014F
2015F
2016F
2017F
2018F
23.3
23.5
23.8
24.1
24.4
5.7
6.1
7.4
8.4
8.5
8.6
2008
2009
2010
2011
2012
2013E
21.6
23.5
20.0
15.0
10.0
5.0
Per Capita Chicken Consumption
Per Capita Pork Consumption
Source: USDA, Frost & Sullivan Analysis
Key Drivers Increasing Demand for Pork and Poultry

The key drivers for Vietnams pork and poultry market include a growing population, increasing disposable income,
rising urbanisation and changes in dietary preferences.
Growing Population: Vietnam is the 30th most-populated country in the world. Its population increased to 90.8
million in 2012 from 87.4 million in 2008, reflecting a CAGR of 1.0%. Over the same period, the working
population increased from 49.1 million to 52.9 million registering a CAGR of 1.9% that exceeded the overall
population growth. According to the Vietnam General Office for Population and Family Planning, the employed
populations annual growth rate is projected to be 1.43% in the period from 2011 to 2020. As the working
populations increased income level stimulates higher demand for meat, Frost & Sullivan expects the domestic pork
and poultry industry to grow.
Increasing Urbanization and Change in Diet Preferences: Urbanization has led to significant changes in peoples
diet preferences. Vietnams urban areas, particularly in Hanoi and Ho Chi Minh City, have observed a rapid growth
in fast-food restaurants chains, including KFC, Lotteria, Subway, Pizza Hut, and McDonalds, that serve processed
chicken and pork. There were 137 KFC restaurants in 2013 and the Company targets to double this figure in near
future. Korea-based Lotteria currently has 65 restaurants and is targeting to reach 100 outlets in the near future. The
rapid expansion of fast food chains is expected to boost the consumption of chicken and pork.
4.2.5
Supply Dynamics
According to the Ministry of Agriculture and Rural Development, in 2010 there were a total of 4,485 registered pig
fattening farms and 1,950 registered chicken farms7. The majority of pig farms are small scale with pig populations
from 100 to 200 heads. These small-scale farms account for 75.5% of the total output. Pig and chicken farms in
Vietnam are concentrated in the Southeast Region and the Red River Delta due to favorable weather and land
conditions.
Figure 4.19 Estimated Number of Pig Fattening Farms by Size in Vietnam, 2010
Scale (heads)
Number of farms
Percentage of total
100-200
3,388
75.5%
200-300
606
13.5%
300-500
241
5.4%
500-1000
149
3.3%
1000-1500
63
1.4%
1500-2500
24
0.5%
>2500
14
0.3%
Source: Ministry of Agriculture and Rural Development

7
A farming unit has to satisfy either one of the two criteria to be qualified as a registered farm: 1) annual sale above VND40 million in the
Northern provinces, or VND50 million in the Southern provinces; 2) having more than 100 heads of pigs or 500 heads of chicken.
)
38
The table below depicts the number of chicken farms in Vietnam with respect to the farm size.
Figure 4.20 Estimated Number of Chicken Farms by Size in Vietnam, 2010
Scale (heads)
Number of farms
Percentage of total
2,000-5,000
1,342
68.8%
5,000-8,000
401
20.6%
8,000-11,000
82
4.2%
11,000-15,000
67
3.4%
>15,000
61
3.4%
Source: Ministry of Agriculture and Rural Development
Large farms achieve better performance in Feed Conversion Ratio (FCR)8 and reproduction rate. According to the
Vietnam Livestock Association, pig farms with above 2,500 heads have an average FCR of 2.5 to 2.6, significantly
lower than the FCR of small farms with less than 100 heads , between 2.8 to 3.2. A sow in pig farms with above
2,500 heads can reproduce 20 to 23 weans a year, while a sow in small farms with less than 100 heads only
reproduces around 9 to 17 weans a year. This is mainly because larger farms tend to have higher quality breeds,
better biosafety measures and operational management, and stronger veterinary services.
4.2.6
Vietnams commercial poultry and pork industry is dominated by foreign companies. CPV and Japfa are leading
players in both segments. CPV is a subsidiary of the parent company Charoen Pokphand Group, Thailand. CPVs
operations cover three main areas: feed production for livestock (including pig and poultry), farming (poultry, pig,
and aquaculture), and consumer food. CPV is the largest player in Vietnams poultry and pork market.
Japfa is a subsidiary of the parent company Japfa Ltd. Japfas operations mainly cover feed production for livestock
and farming (poultry and pork). Japfas integrated production process has allowed it to consolidate its industry
leading position in the poultry and pork markets. According to Vietnams Livestock Husbandry Association, foreign
companies supply approximately 90.0% of DOCs to commercial farms. In 2012, CPV accounted for approximately
44.0% market share in terms of number of DOCs produced, followed by Japfa and Emivest, accounting for 23.0%
each. According to the Head of Vietnam Livestock Husbandry Association, in 2012, CPV accounted for 5.0% to
7.0% market share in terms of pork production volume. In the same year, Japfa, San Miguel Pure Foods, and
Guyomarch collectively accounted for 5.0% to 7.0% market share.
4.3
4.3.1
BRIEF OVERVIEW OF POULTRY INDUSTRY IN MYANMAR

Overview of Poultry Industry in Myanmar
Since transitioning to a civilian government in 2011, Myanmar has seen rapid progress in modernizing and opening
up its economy. Myanmars GDP is expected to grow by 9.3% in 2014. Strong FDI, rising commodity exports and
strong growth in service and construction sectors will drive GDP growth. Frost & Sullivan expects the robust
economic growth to fuel demand for poultry in Myanmar.
Myanmar has been primarily an agricultural economy. In 2012, the agriculture sector contributed 38.0% of
Myanmars GDP. Livestock and fisheries contributed to about 15.0% of agricultural GDP. Fish is the preferred
source of protein in Myanmar and accounted for 53.0% of total protein production in 2012. During the same year,
poultry was the second most popular protein source and contributed approximately 15.0% of total protein
production. In Myanmar chicken contributes more than 91.0% of total poultry production and serves as a good
representation of the overall industry.
Feed Conversion Ratio is a measure of an animal's efficiency in converting feed mass into increases of output. It is calculated by dividing
amount of food consumed by the weight gained over a period of time.
F-39
39
4.3.2
Market Size
The market size of the poultry industry, measured by poultry meat sales volume, increased at a CAGR of 4.6% from
880,900 tonnes in 2008 to 1.1 million tonnes in 2013. The growth in market size has been primarily driven by
growing demand for food products with higher nutritional value. Frost & Sullivan estimates the market size to reach
1.4 million tonnes in 2018 from its current level of 1.1 million tonnes in 2013, registering a CAGR of 4.1%. The
chart below shows the poultry market size in Myanmar from 2008 to 2018F.
Figure 4.21 Production Volume of Poultry in Myanmar, 2008 to 2018F
1,346
Production Volume
(Thousand Tonnes)
1,400
1,282
1,300
1,223
1,168
1,200
1,100
1,116
2013E
2014F
979
1,000
900
1,102
1,048
881
884
2008
2009
912
800
2010
2011
2012
2015F
2016F
2017F
2018F
4.3.3
The value chain of the poultry industry in Myanmar mainly consists of input supply in the form of feed, breeding
DOCs, fattening, sales and distribution and processing.
Figure 4.22 Value Chain of Poultry Segment, Myanmar
Feed Production
Breeding
Fattening
Sales and
Distribution
Processing

Feed Production involves the supply of feed for poultry. Large-scale mills include both state-owned (LFME) and
privately-owned enterprises. Breeding involves the supply of Day-old chicks. Fertile eggs are incubated by modern
heating methods available at commercial farms. Farmers purchase the DOCs from commercial farmers for fattening
purposes. Fattening involves rearing chickens in farms for sale in markets. The industry is dominated by small
holding backyard farms, which own 84.0% of the total chicken population. Only 16.0% of the chicken population is
owned by the commercial sector, including chickens raised in large-scale and by-contract farms. Very few, about
2.0%, of the total chicken population, are raised in intensive, large-scale production systems.
Sales and distribution involves distribution through various channels. The majority of incoming birds are sold live
to wholesale outlets and market stalls in townships where they are slaughtered and processed. Processing is the
stage where birds are slaughtered and added to a production line to be defeathered, gutted, cleaned, and disinfected
before they are dressed and packaged into cold storage facilities. Most of the poultry in Myanmar is sold in wet
markets where chickens are processed at the point of sale. The processed chicken market is still underdeveloped.
)
40
4.3.4
Demand Dynamics
Myanmar has seen a steady rise in per capita poultry meat consumption. The per capita poultry meat consumption
grew at a CAGR of 3.8% from 17.2 kg in 2008 to 20.7 kg in 2013. Frost & Sullivan forecasts the per capita
consumption to increase to 24.3 kg in 2018, growing at a CAGR of 3.3% from 2013. The rapid growth of the poultry
industry in Myanmar has been primarily driven by macroeconomic factors such as increasing disposable income,
demographic changes and rising rates of urbanization.
Increasing GDP per capita: Myanmars per capita GDP increased from USD 675 in 2008 to an estimated USD
1,116 in 2013, registering a CAGR of 10.6%. This has led to a similar rise in disposable incomes. Higher disposable
incomes translate into an increased demand for poultry products.
Rising Urbanization: the urbanization rate in Myanmar has seen an upward trend over the past few years. The
Myanmar urbanization rate increased from 29.4% in 2005 to 32.1% in 2010. Myanmars urbanization rate is
forecasted to grow to 34.9% by 2015. As the proportion of population living in urban areas rises in Myanmar,
demand for poultry and other sources of protein is likely to increase.
Modernization of sales and distribution channels: As the Myanmar economy modernizes and continues to attract
foreign direct investment, distribution channels will become more efficient and advanced. The growth of modern
retail channels, such as shopping malls and food stores, will make poultry meat available to a larger base of
population.
4.3.5
Supply Dynamics
Poultry production has increased in Myanmar due to the opening up of its economy and involvement of both foreign
and local companies in poultry farming activities. Almost half of poultry is raised in 5 divisions namely Mandalay,
Sagaing, Yangon, Bago, and Shan. With 15 million birds, the Yangon Division has the largest poultry stock,
followed by the Bago Division with 12 million birds. Combined, Yangon and Bago account for 42.0% of the
national duck population, and a quarter of the national chicken flock.
Poultry production systems can be classified into three types: small backyard farms raising less than 50 birds;
medium-scale farms with a flock size ranging from 50 to 1,000 birds; and large-scale farms for commercial poultry
production that have more than 1,000 birds. The majority of poultry production is done in small-scale backyard
farms. In 2012, there were approximately 276,449 backyard farms with 15.6 million native birds. In the same year,
there were approximately 3,000 large-scale commercial farms with 4.9 million broilers.
Quality metrics used in Myanmars Poultry Industry are FCR and mortality rate of DOCs. In Myanmar, FCR varies
between 1.8 and 1.9 and mortality rates of DOCs vary from 5.0% to 9.0%. It is observed that small backyard farms
generally have higher FCR and mortality rates. This is mainly because medium and large commercial farms tend to
implement superior management practices and have access to capital to purchase quality feeds and faster growing
resilient breeds.
Figure 4.23 Breakdown of Input Costs in Small Backyard Farms, Poultry Farming, 2012
Breeding
20.1%
Infrastructure
11.5%
Feed
64.6%
Vaccine
3.8%

)
41
Feed, accounting for 64.6% of the overall input cost, is the largest cost in operating a poultry business in Myanmar.
Poultry prices fluctuate with the prices of locally available feed. Backyard farms normally use traditional and lesseffective feed ingredients. Commercial farms generally use mass-produced commercial feeds. There are three
government-owned feed mills and six privately-owned feed makers and integrators supplying feeds to commercial
farms. The biggest private feed mill players are CP and Japfa.
4.3.6
Most of the players are within the 5 major townships of Myanmar, namely Yangon, Mandalay, Mawlamyine, Bago,
and Pathein, as there is a strong pool of customers. The majority of industry players are small-scaled. Japfa is well
established in major townships such as Yangon, Mawlamyine and Mandalay, and it is engaged in poultry feed and
poultry farming, as well as livestock services. CP is a strong player in the poultry industry and covers a broader
business and geographic range than Japfa. Its operations in Myanmar include poultry farming, veterinary medicines,
food stalls, egg trade, and marine products.
4.4
4.4.1
OVERVIEW OF POULTRY INDUSTRY IN INDIA

Overview of Poultry Industry in India
In India, animal protein is sourced from poultry, lamb, beef, and pork. The following chart highlights the split
between animal protein products in India. Though, beef accounts for 41.0% of Indias meat production, it is largely
an export commodity, with very minimal domestic consumption. Beef and pork are consumed in negligible
quantities due to cultural and religious beliefs. Hence, poultry has the advantage of being widely accepted by Indian
consumers.
Figure 4.24 Production of Animal Protein Products in India, 2012
Poultry
36.7%
Beef
41.0%
Goat and Sheep

14.0%
Others
3.4%
Pork
5.3%
Source: Food and Agriculture Organization (FAO) statistics, India
India is among the top 10 producers of poultry and related products globally, mainly due to large-scale integration of
its domestic production. Domestic demand in India has surged on the back of a healthy GDP, growing population,
rising purchasing power, increasing urbanization and changing food habits. The growth of modern retail outlets in
metropolitan cities has provided better access to meat products than ever before. The storage and presentation of
meat products at modern retail outlets is hygienic, a direct contrast to the insanitary conditions in local butcher
shops. Companies such as Godrej Agrovet Limited, Venkys (India) Limited and Suguna Foods Limited (formerly
Suguna Poultry Farm Limited) have invested in establishing their own retail outlets and processed chicken brands,
providing more options for consumers. In the past decade, the popularity of quick-service restaurant chains like KFC
and McDonalds in urban parts of India has also contributed to the growing acceptance and consumption of poultry.
)
42
4.4.2
Market Size
The poultry industry in India is estimated based on the domestic consumption of both eggs and chicken meat. The
Indian market has shown robust growth of 13.0% CAGR in revenues from 2008-2012, and it is forecasted to
increase at a healthy CAGR of 10.5% until 2018.
Sales Value (Billion rupees)
Figure 4.25: Sales Value of Poultry in India, 2008 to 2018F
830
676
730
630
530
447
430
330
226
305
321
2010
2011
262
498
551
736
610
368
230
130
30
2008
2009
2012
2013
2014F
2015F
2016F
2017F
2018F
Poultry Industry Revenue
4.4.3

Figure 4.26 Value Chain of Poultry Segment, India
Feed
Production
Parent Breeder
Farms
Hatcheries
Fattening
Processing
Sales &
Distribution
Feed Production: Throughout the growth process from a day-old chick (DOC) to a fully-grown broiler, the feed
content is varied to provide optimum nutrition to the bird. Feed mills manufacture different types of feed for broilers
at different stages of the life-cycle. Feed mills supply to parent breeder farms and commercial contract farms where
the chicks are raised and fattened.
Parent Breeder Farms: Layer hens are raised in special breeder farms where they lay eggs at 24 weeks to 64
weeks, with a weekly average of four fertilized eggs. The eggs are then transferred to specially incubated hatcheries.
Hatched chicks have a survival rate of 85.0% in well-managed poultry farms.
Commercial Contract Farms or Fattening: DOCs are sold to contract farmers or grown in-house under
constant monitoring. The fattening process refers to the act of growing a chicken in a farm. Broiler chickens are
grown till they reach a carcass weight of 1.8 kg to 2.0 kg, and are then sold to traders.
Processing: Vertically-integrated manufacturers have a processing stage that is machinery-intensive; however only
5.0% to 7.0% of the total production in India is converted into processed meat products. The birds are slaughtered
)
43
and added to a production line to be defeathered, gutted, cleaned, and disinfected before they are dressed and
packaged into cold storage facilities. This system is still in its development stages in India.
The downstream market for live birds includes the wet and processed varieties. At present, up to 93.0% of Indias
poultry sales happen in the wet markets, where local butchers slaughter and dress the live birds at the point of sale.
The processed market consists of birds that have been slaughtered, dressed, cut, processed, packaged, and stored in
cold storage facilities. It also includes value-added products such as poultry processed into ready-to-eat comestibles.
Companies such as Godrej Agrovet Limited only process chicken, whereas Suguna Foods, Venkys India Limited,
Amrit Poultry and others have integrated processing into their existing poultry value chain. The growth potential of
the processed chicken market is estimated at 15.0% to 20.0% per annum until 2018, based on a research study
conducted in 2013 by Anna University (India).
4.4.4
Demand Dynamics
In recent years, the poultry industry has grown rapidly, driven by macroeconomic factors such as robust economic
growth, increasing disposable income, growing urbanization, as well as industry-specific factors such as better
health awareness, consumer preference towards poultry and improved availability of poultry products.
Changing Dietary Preferences in Urban Areas: The proliferation of malls and shopping complexes with food
courts in India has influenced a change in the dining habits of consumers. Many more Indians are eating out as more
people, especially women, enter the workforce in urban areas. Quick-service restaurants have become hugely
popular in India, leading to the growth of chains such as KFC, McDonalds, and Pizza Hut; a majority of which
feature processed chicken on their menus. KFC, with a predominantly chicken menu, has tripled in size from 2008
to 2013, and to date operates 360 outlets in the country.
Religious Restrictions: Poultry is the meat of choice as it is a neutral option with no religious restrictions like beef
or pork. People also prefer poultry on the grounds that it is leaner and healthier than beef and pork. Frost & Sullivan
expects this preference towards poultry to persist in the Indian market and drive the consumption of poultry over
beef and pork.
Diversified retailing network and efficient distribution: Less than 7.0% of all chicken meat sold in India is in
packaged and frozen form, while majority of consumers buy poultry from wet markets. The growth of modern retail
channels such as shopping malls and food stores have made poultry meat available to a larger base, and reputable
brands sell packaged and frozen chicken through these outlets. The presence of such hypermarkets will positively
influence the growth of the poultry industry in India.
Rising health awareness: It has been recognized that the traditional Indian vegetarian diet lacks sufficient protein.
The National Egg Coordination Committee (NECC) has launched consumer campaigns in the past to encourage egg
consumption. Indians are slowly opening up to animal proteins by first exploring neutral sources such as eggs and
poultry. The per capita consumption of eggs increased from 37 eggs in 2001 to 54 eggs in 2012.
In conclusion, the per capita consumption of meat in India is very low compared to other nations. The National
Commission of Nutrition in India recommends a per capita consumption of 11 kg of meat per year; poultry
manufacturers are optimistic of this recommendation because the existing taboos against beef and pork leave ample
room for growth in poultry consumption. Religious practices and cultural leanings influence dietary preferences;
hence vegetarian protein sources are preferred over meat sources. As a result, it is unlikely that Indias per capita
consumption of poultry will grow to levels seen in developed countries.
)
44
Figure 4.27: Per Capita Poultry Consumption Volume in India, 2008 to 2018F
1,869
1,741
4.50
1,501
1,432
3.50
1,800
1,611
1,547
4.00
1,414
2,000
1,494
1,600
1,389
1,400
3.00
1,159
1,053
2.50
2.00
1.50
2.09
2.14
2.19
2008
2009
2010
2.37
2.48
2.52
2.56
2011
2012
2013
2014F
2.69
2.83
2.97
3.13
1,200
1,000
Per Capita Income (USD)
Per Capita Consumption

(kg/annum)
5.00
800
2015F
Per Capita Poultry Consumption (kg per annum)
2016F
2017F
2018F
Per capita income
Source: USDA, IMF
4.4.5
Supply Dynamics
In India, the most commonly adopted business model is the Integrator Model. DOCs are reared by the companies
and booked to contract farmers, along with feed, vaccines, and medication. Contract farmers have to invest in their
own shed, equipment, utilities and manpower to raise the birds. Grown broilers are then bought back by the
companies to be sold down the value chain (traders, distributors, etc.). Such contract farmers are paid a growers fee
based on the performance metrics. Many small-scale independent farmers have accepted this model, which currently
accounts for approximately 60.0% to 65.0% of the production in India.
The alternative business model does not engage contract farmers. Poultry companies or individual farmers operate
their own poultry farms without contract and sell in the open market. In India, this system is prevalent in the eastern
and northeastern states. Poultry production has increased due to large scale integration of the traditionallyfragmented market under a contract farming arrangement.
Poultry Unit Price
The main factor affecting the cost of poultry is the feed prices. Poultry prices have increased steadily because of
increasing feed prices; the main components of feed are maize and soybean. Increasing cost of poultry products in
an already price-sensitive economy inclined towards practicing vegetarianism is likely to adversely affect the sales
of poultry. The challenge lies in being able to effectively control the cost of production. The following chart shows
price trends for some important feed components; the prices are expected to increase in the future.
Prices (Rupees/Kilogram)
Figure 4.28: Price Fluctuations of Poultry Feed Costs in India 2010-2013

40.0
35.0
30.0
25.0
20.0
15.0
10.0
5.0
0.0
2010
Defatted Rice Bran (DRB)
2011
2012
Maize
Soybean DeOiled Cake
2013E
Bajra (Pearl Millet)
)
45
Poultry prices in India have witnessed a steady climb since 2008, and prices are expected to further appreciate
during the forecast period.
Poultry price per kg (in INR)
Figure 4.29: Poultry Prices in India, 2008-2013

230
140
180
130
80
125
110
115
52
48
51
2011
Processed market
2012
90
80
40
45
2008
2009
62
30
2010
Wet market
2013
Number of Farms
The poultry farm structure in India varies widely. Small farms with less than 2,000 birds make up the majority of
industry in India. There are relatively fewer large farms though this number is on the rise. Poultry farms in India are
concentrated in the southern states, mainly because the weather is warmer year-round compared to northern India.
Tamil Nadu has the highest population of broiler chickens according to an FAO report on the Indian poultry
industry.
Figure 4.30: Estimated Number of Farms by Size in India, 2008-2012
Type of Farms
Small Farms
(<2,000 birds)
Medium Farms
(2,000-10,000 birds)
Large Farms
(>10,000 birds)
2008
2009
2010
2011
2012
3,000 to
3,500
3,000 to
3,500
3,000 to
3,500
3,500 to
4,000
3,500 to
4,000
2,400
2,500
2,600
2,800
3,000
400
425
460
470
500
Quality Metrics in the Indian Poultry Industry

Poultry companies measure the performance of contract farmers using the following key productivity metrics
FCR, depletion percentage (mortality rate of birds) and day gains (average body weight gained per day). The
following table outlines the average efficiency metrics expected in a contract farm.
Figure 4.31: Efficiency Metrics Variations in Poultry Farms by Size
Poultry Farms
Large (>10,000 birds)
FCR
Depletion %
Day Gains
1.75 1.80
7%
53-55grams
Medium (2,000-5,000 birds)
1.75 1.85
7-9%
52-55grams
Small (<2,000 birds)
1.80 1.90
8-10%
48-50grams
Source: Frost & Sullivan analysis
In general, larger farms have lower FCR and depletion percentages, as they tend to implement skilled management
practices and have greater financial resources to invest in faster-growing, disease resistant breeds. The efficiency
metrics of a farm depend on efficient management practices. The average broiler chicken is weighed and sold at the
)
46
age of 35 days, at approximately 2 kg, although adverse factors like weather, type of breed, disease, and
environmental stress can delay the harvesting cycle to 50 days.
Input Costs for Poultry farming
Poultry farming requires low capital investment. Approximately 88.0% of the costs of poultry farming are variable,
with a limited proportion of fixed cost factors. The cost of animal feed represents approximately 62.0% of the total
cost of poultry farming. The cost factors are outlined in the table below:
Figure 4.32 Breakdown of Input Costs, Poultry Farming, 2008 versus 2013
2008
2013
Others*,
4%
Feed cost,
60.0%
Feed
cost,
62.0%
Fixed
Costs,
12.0%
Fixed
Costs,
12.0%
Day Old
Chick,
24.0%
Source: Frost & Sullivan analysis
Note: *Include minor costs like electricity, health coverage, labor costs, litter costs, etc.
4.4.6
Others*,
4%
Day Old
Chick,
22.0%
The poultry industry in India has evolved into an organized set-up, with approximately two-thirds of production
being controlled by organized players via the Integrator Model. The push in the current market is towards vertical
integration, where downstream processing is controlled by the parent companies. Though international players
represent a minor share of the market, players such as Japfa Comfeed and Charoen Popkhand Group have
established themselves in India and strengthened their market position over the past decade. The main participants in
the Indian poultry industry are V H Group, Suguna Foods Limited, Amrit Group, and Godrej Agrovet Limited.
4.5
4.5.1
BRIEF ANALYSIS OF BEEF INDUSTRY IN CHINA

Overview of Beef Industry in China
As significant economic growth has led to better living standards in China; beef consumption per capita in China
increased from 4.6 kg in 2008 to 5.1 kg in 2013. Frost & Sullivan expects per capita beef consumption to increase to
5.4 kg by 2018. However, per capita consumption of beef in China still remains significantly lower compared to
other countries that have similar dietary cultures, such as Japan (10.0 kg in 2012), Taiwan (9.6 kg in 2011), South
Korea (12.9 kg in 2011) and Hong Kong (32.3 kg in 2011). The total sale of beef in China increased at a CAGR of
18.9% from USD 28.4 billion in 2008 to USD 67.4 billion in 2013, and Frost & Sullivan expects it to reach USD
122.1 billion by 2018. In line with the increasing input cost of beef production, the retail beef price increased at a
CAGR of 15.2% from USD 4.7 per kg in 2008 to USD 9.5 per kg in 2013.
Animal protein is an important source of protein for the Chinese, with a total consumption of 84.3 million tonnes of
animal protein in 2012. Pork accounted for a majority share of 64.0% of total animal protein consumption in 2012,
due to historical preferences. During the same year, poultry and beef accounted for approximately 23.0% and 8.0%,
respectively. Aligned with improving living standards and increasing health awareness, recent trends suggest that
)
47
Chinese dietary habits are gradually shifting away from pork in favor of high protein and low-fat choices, such as
beef, fish and chicken. The chart below shows the market shares of major protein products in China in 2012.
Figure 4.33 Consumption of Animal Protein Products in China, 2012

Poultry, 23%
Pork, 64%
Beef, 8%
Others, 5%
Source: National Bureau of Statistics, United States Department of Agriculture, Frost & Sullivan
4.5.2
Market Size
The market size of the beef industry in China, measured by its sales value, rose significantly from USD 28.4 billion
in 2008 to USD 67.4 billion in 2013, registering a CAGR of 18.9%. The market size of the beef industry, measured
by its sales volume, increased from 6.1 billion tonnes in 2008 to 7.1 billion tonnes in 2013, with a CAGR of 3.2%.
The growth in market size has been primarily driven by rising beef prices and growing consumption of premium
beef. Frost & Sullivan estimates the market size to reach USD 122.1 billion in 2018 from USD 67.4 billion in 2013,
registering a CAGR of 12.6%. The chart below shows the beef market size in China from 2008 to 2018F.
Figure 4.34 Sales Value of Beef in China, 2008 to 2018F
Sales Value (billion USD)
140
120
100
79.8
100.5
122.1
67.4
80
60
40
91.2
110.9
28.4
30.7
32.6
37.1
2008
2009
2010
2011
47.7
20
0
2012
2013E
2014F
2015F
2016F
2017F
2018F
Source: National Development and Reform Commission, Frost & Sullivan Analysis
Note: Beef sales value is measured by the overall supply of beef in China. It equals to domestic production +
import - export and equals to domestic consumption
Note: Forecast of beef sales value in China is based on National Beef and Lamb Production Development Plan,
2013-2020 (2013-2020) released by National Development and Reform Commission.
)
48
4.5.3
The value chain of the beef industry in China generally consists of six key steps: upstream sectors that include feed
processing, breeding and fattening; downstream sectors that cover slaughtering, processing, and sales & distribution.
Figure 4.35 Value Chain of Beef Segment, China
Feed
Processing
Breeding
Fattening
Slaughtering
Processing
Saless &
Distribution

Feed processing sector involves roughage mix and processing to be served as main feed for cattle. Key feed
ingredients include forage, straw, and corn. Most large-scale farms have their own fields to plant key feed
ingredients with equipment for processing. Large-scale farms are advantaged by absorbing the cost of feed supply
internally. Large-scale farms also own research facilities to investigate the optimum feed mixture in order to
generate optimum returns. Medium-scale farms usually purchase processed feeds from feed suppliers. While smallscale farms usually mix feed themselves. In 2013, approximately 99.7% of farms were small-scale farms, each with
less than 100 heads of cattle.
Breeding sector involves breeding and raising calves. There are various domestic cattle breeds available in China as
well as crossbred cattle of imported and local breeds. In 2012, the cattle pregnancy rate in China was estimated at an
average of 90.0%. The cattle pregnancy rate ranged from 75.0% to 95.0% based on different environment and
management, among other factors. The breeding efficiency of small-scale farms was lower than that of medium or
large-scale farms due to less advanced technology and less efficient management. Fattening sector involves
concentrated fattening of beef cattle. The fattening cycle generally takes 3 to 9 months and it may last longer for
premium beef cattle. It is observed that there is a supply shortfall of calf and feeder cattle. This is mainly caused by
excessive slaughtering rates of pre-mature cattle and decreasing population of farmers due to rural-urban labor
migration.
Slaughtering sector involves carcass segmentation, acid discharging, and boning. The profit from slaughtering is
mainly driven by economy of scale; therefore, it is the least profitable sector in the value chain. This has mainly
resulted from low utilization rate and high amortization costs due to over-capacity in this segment
Processing sector involves frozen and chilled beef processing, beef offal and leather processing (excluding deep
processing products). The main products include fresh meat, frozen meat, and cooked products. Sales &
distribution involves the distribution of beef products to various outlets. The distribution channel of beef products
in China includes the following: 1) Hotels, restaurants and clubs are the largest distribution outlets and represent
more than half of the total beef sales volume. Premium beef is primarily consumed in western restaurants, hotels,
and clubs. Beef for the mass market is largely used as hamburger meat and sold through fast food restaurants; 2)
Retail distribution channels mainly include supermarkets, hypermarkets, and grocery stores. These distribution
channels primarily cater to household demand and accounted for approximately one-fourth of total beef sales
volume in China; 3) Traditional trading market offers a wide range of fresh food products. This channel mainly
provides chilled beef and accounted for approximately 10% of total beef sales volume. The rest is mainly sold to
downstream companies for further processing into packaged products and later sold at FMCG markets.
Given the level of maturity of the industry, modern distribution channels such as hotels, restaurants, and clubs are
expected to continue expanding. It is also expected that market share of the retail distribution channel is likely to
increase in the future. This is mainly driven by rising demand for fresh, branded, good quality and green (grass-fed
beef) as more consumers are willing to pay premium for branded products for better safety and quality.
)
49
Input Costs Contribution for Beef Fattening

Calf purchase, feed, and labor are the three major costs for the beef fattening business. In 2013, calf purchase cost
accounted for approximately 63.0% of the total input cost, an increase of 2 percentage points compared to 2008.
During the same timeframe, the percentage contribution of labor cost increased by 5 percentage points, from 6.0% in
2008 to 11.0% in 2013, mainly due to labor shortage and increased labor cost. The share of feed cost decreased from
30.0% in 2008 to 24.0% in 2013. The charts below show the input cost contribution in China in 2008 and 2013E.
Figure 4.36 Breakdown of Input Costs, Beef Fattening, 2008 verses 2013E
Others*, 3%
2008
Labor, 6%
2013E
Others*, 2%
Labor, 11%
Feed cost,
24%
Feed cost,
30%
Calf
Purchase
Cost, 61%
Calf
Purchase
Cost, 63%
Source: Compilation of National Agriculture Cost-Benefit Statistics, Frost & Sullivan

Note: *Others refer to utility fee, medical service fee, management fee, maintenance fee, sales fee, etc.
Calf purchase cost increased year-on-year at approximately 30% from 2011 to 2013 in Shandong province, which
significantly increased the cost of beef. In terms of feed cost, corn and soy bean meal are often used as a base for
animal feed due to their low-cost, abundant supply, richness in protein and high energy. The increase of feed cost
led to a rise in the overall production cost of beef. The chart below shows the fluctuations of cattle feed cost in
China from 2008 to 2013E.
Figure 4.37 Price Fluctuation of Cattle Feed Cost in China, 2008 to 2013E
Corn & Soy bean meal

(USD/tonne)
700
655.0
588.2
600
542.1
528.1
576.4
490.7
500
400
300
250.7
246.6
2008
2009
300.5
354.7
388.6
396.3
2012
2013E
200
100
0
2010
Corn
2011
Soy bean meal
Source: Ministry of Agriculture
)
50
4.5.4
Demand Dynamics
Beef consumption per capita in China has increased from 4.6 kg in 2008 to 5.1 kg in 2013. Frost & Sullivan expects
per capita beef consumption to increase to 5.4 kg in 2018. Beef consumption patterns vary significantly across
China, due to varying regional traditions and cultures. In regions with larger Muslim population, such as the
Xinjiang and Ningxia provinces, beef has traditionally been considered one of the most popular choices of animal
protein. Beef consumption per capita is significantly higher in these regions compared to the average consumption
level in China. Also, beef consumption is higher in cities compared to rural areas with urban residents consuming
three to four times more beef than rural people. The chart below shows the per capita consumption of beef in China
from 2008 to 2018F.
Figure 4.38 Per Capita Beef Consumption Volume in China, 2008 to 2018F
Beef Consumption (kg)
5.5
4.8
4.9
4.8
4.9
5.0
5.1
5.2
5.3
5.3
2016F
2017F
5.4
4.6
4.5
2008
2009
2010
2011
2012
2013E
2014F
2015F
2018F
Source: National Development and Reform Commission, Frost & Sullivan Analysis
Note: Forecast of per capita beef consumption in China is based on National Beef and Lamb Production
Development Plan, 2013-2020 (2013-2020) released by National Development and
Reform Commission.
Key Drivers increasing demand for beef

The key drivers for Chinas beef market include rising disposable income, increasing demand for high quality food,
changing dining habits and dietary preferences, diversified retailing network with multiple choices and supportive
government policies regarding the beef industry.
Rising Disposable Income: The demand for beef has been growing along with increasing disposable income and
purchasing power of Chinese consumers. An increasing percentage of consumers in China find beef affordable
enough to be included as part of their daily diet.
Continuing Urbanization: The per capita beef consumption of urban residents is three to four times more than that
of rural residents. As more people migrate to the cities from rural areas, their food consumption habits also gradually
align with the dietary habits of urban consumers. This will drive overall beef consumption in China.
Increasing Demand for High Quality Food: Consumers today have a higher demand for and awareness of food
safety and quality. Beef, characterized by its high protein content, comparatively low fat level, and rich nutritional
value satisfies modern consumer dietary preferences. Consumers also perceive beef as a safer source of protein than
pork and poultry. This is expected to increase beef consumption in the future. Also, the demand for premium beef
has increased in recent years, which is expected to increase beef sales value in China.
Diversified Retailing Network with Multiple Choices: Retail and other food & beverage distribution channels such
as restaurants, supermarkets and hypermarkets, have witnessed rapid expansion in China over the past few decades.
Also, with the increase of dual-income families, the demand for dining out has driven the development of the
restaurant industry. According to Chinas National Bureau of Statistics, the business area of restaurants increased
from 39.1 million square meters in 2008 to 53.6 milllion square meters in 2012. Many restaurants, including fast
food restaurants, BBQ and hot pot restaurants, use beef as their principal ingredient. This has greatly enhanced the
accessibility of beef to consumers and stimulated consumer demand for beef. Consumers are offered more choices
on various beef brands and products, which is expected to raise the sales revenue of Chinas beef market.
)
51
Supportive Government Policies: The Chinese government has implemented a number of policies aimed at
supporting the beef industry, which include improving beef industry standards, enforcing safety standards,
expanding supplies and sources of cattle and improving the quality and taste of beef. Frost & Sullivan expects these
measures to contribute to the increase in consumer demand for beef.
4.5.5
Supply Dynamics
There are four major cattle production areas in China, namely the Northeast, Central, Southwest and Northwest
regions. Each has its own unique geographical features that are advantageous for cattle breeding, such as natural
grassland, feed resources, and breed supply. Fattened stock of beef cattle increased from 44.5 million heads in 2008
to 48.3 million heads in 2013, registering a CAGR of 1.7%. The number dropped in 2011, mainly due to natural
disasters and excessive slaughtering in 2010. The chart below shows the total beef cattle fattened stock in China
from 2008 to 2013E.
Figure 4.39 Total Beef Cattle Fattened Stock in China from 2008 to 2013E
48,320
49,000
47,168
Head (thousand)
48,000
47,000
47,621
46,707
46,022
46,000
45,000
44,461
44,000
43,000
42,000
2008
2009
2010
2011
2012
2013E
Source: National Bureau of Statistics, Frost & Sullivan
The market is dominated by small-scale farms whose annual fattened stock is less than 100 heads each. In 2013,
around 80.0% of beef cattle were raised in small-scale farms. Recent trends suggest continuing consolidation in the
cattle fattening industry. This is mainly because large-scale farms can leverage economies of scale to lower feed
costs and sustain the higher profit margins. Large-scale farms also have stronger bargaining power over downstream
players such as slaughtering plants. Additionally, large-scale farms receive greater support from the government
through favorable policies. The table below depicts the share of various types of cattle farms in China, in 2008 and
2013, respectively.
Figure 4.40 Cattle Population by Farms Size in China in 2008 and 2013E
Types of Farms
Small (fattened stock <100 heads)
Small-Medium (101-499 heads)
Medium (500-999 heads)
Large (>1,000 heads)
Total
2008
89.3%
6.5%
2.2%
2.0%
100.0%
2013E
78.7%
10.4%
7.2%
3.7%
100.0%
Source: Yearbook of Animal Husbandry Industry, Frost & Sullivan
Strong demand for beef, together with a domestic supply shortage, has resulted in a rise in beef prices. The retail
price of beef increased from USD 4.7 per kg in 2008 to USD 9.5 per kg in 2013, at a CAGR of 15.2%. Frost &
Sullivan expects the price of beef to continue increasing due to the following reasons:
i. Increase in demand for beef has outpaced the supply in China;
ii. Increase in demand for premium beef has outpaced demand for beef for mass market;
)
52
iii. Continuous development of high-end beef sales channels such as hotels, restaurants, supermarkets, and
hypermarkets.
)
53
The chart below shows the average retail price of beef in China from 2008 to 2013E.
Figure 4.41 Retail Beef Prices in China, 2008 to 2013E
Price (RMB per kg)
70
58.8
60
45.1
50
40
32.5
33.0
2008
2009
33.9
37.1
2010
2011
30
20
10
0
2012
Average Retail Beef Prices (in RMB)
2013E
Source: Ministry of Agriculture of China

Note: The annual average retail price of beef is based on the monthly average price in 470 agriculture trading markets in
China.
)
54
5 CONSUMER FOODS INDUSTRY IN INDONESIA

5.1
OVERVIEW OF CONSUMER FOOD PRODUCTS IN INDONESIA
The market size of the consumer food industry increased at a CAGR 14.1% of from IDR 203.9 trillion in 2008 to
IDR 394.7 trillion in 2013, and Frost & Sullivan expects it to increase at a CAGR of 12.0% to reach IDR 621.1
trillion in 2017. According to the World Bank Food Price Watch, a number of reasons that include an increasing
population, shifting consumer preferences, high vulnerability to bad weather contributed to the food price inflation
in Indonesia. The frequent occurrence of natural disasters in Indonesia, such as the earthquake in Padang in
September 2009 and multiple volcanic eruptions throughout the years, also pushed up staple food prices. Driven by
the growth of the overall consumer food industry, the processed and packaged consumer food segment has
witnessed significant increase in terms of retail sales value from 2008.
Figure 5.1 Retail Sales Value of Consumer Foods Industry in Indonesia, 2008 - 2017F
700.0
IDR Trillion
600.0
479.0
500.0
569.5
621.1
394.7
400.0
300.0
524.3
203.9
226.3
2008
2009
256.7
289.8
330.0
200.0
100.0
0.0
2010
2011
2012
2013E
2014F
2015F
2016F
2017F
Retail Sales Value
Figure 5.2 Retail Sales Value of Processed and Packaged Consumer Foods in Indonesia, 2008 - 2017F
Retail Sales Value (IDR

trillion)
Y-o-Y Growth Rate (%)
2008
2009
2010
2011
2012
2013E
2014F
2015F
2016F
2017F
138.0
151.7
171.2
194.4
222.0
270.3
333.3
364.8
397.5
433.6
9.9%
12.8%
13.6%
14.2%
21.8%
23.3%
9.4%
8.9%
9.1%
5.1.1
Drivers & Restraints
Drivers
Indonesian diet staples (rice, poultry, meats, fish, and vegetables) are readily available in the form of either ambient
temperature or frozen foods. The robust growth projected in ambient temperature foods is set to drive the packaged
foods industry in Indonesia. Despite inflation, total sales value is expected to remain unchanged as people continue
to demand these staples, regardless of their price. Rapid urbanization in Indonesia is changing the profile of the
typical Indonesian household. Busier lifestyles and the need for convenience has increased the demand for ambient
temperature and frozen foods as meal preparation solutions.
)
55
Restraints
Due to the high incidence of natural disasters, there is an unstable supply of fresh ingredients to be processed and
packaged. As a result, companies must be well prepared to be able to survive the low supply periods. This may pose
a challenge for new entrants to the industry. As a developing country, a significant proportion of economic activity
in Indonesia consists of agriculture and farming. Factors such as abundant space to set up an agricultural area and
affordable cost to rear cattle for farming purposes are likely attract many new players to the market. As such,
companies in the sector face substantial competition to maintain market shares. The fragmented structure of the
supply of processed and packaged consumer foods is also highly competitive.
5.2
AMBIENT TEMPERATURE FOODS
Ambient temperature foods are processed and packaged making them safe to store at room temperature and come in
a variety of convenient packaging including cans and cartons. The ambient temperature foods segment is the growth
driver of the overall industry, and its growth rates exceed those of the overall consumer food industry. This is largely
due to the increasing popularity of processed and packaged foods such as canned poultry, rice and packaged
vegetables, which are food staples in Indonesia.
Figure 5.3 Retail Sales Value of Ambient Temperature Consumer Foods in Indonesia, 2008 - 2017F
billion)
2008
2009
2010
2011
2012
2013E
2014F
2015F
2016F
2017F
2,229
2,613
3,100
3,679
4,390
5,577
7,152
8,134
9,158
10,344
17.2%
18.6%
18.7%
19.3%
27.0%
28.2%
13.7%
12.6%
13.0%
Growth rates for ambient temperature foods are higher than frozen foods mainly because these foods are generally
cheaper, have longer shelf-life, and are more convenient for storage. This especially suits the Indonesia market as
retailers and consumers tend not to invest in freezers due to scarce electricity.
5.2.1
Market Share
The ambient temperature foods market is led by PT Heinz ABC Indonesia, with its flagship brand ABC having a
market share of 16.3%; closely followed by PT Maya Muncar, and PT So Good Food (Japfa), with 15.6% and
13.2% respectively.
Figure 5.4 Competitive Landscape in Ambient Temperature Food Segment, 2013
PT Jakarana
Tama, 7.1%
Others, 32.0%
Denis Frres
Group, 7.1%
Canning Foods
Indonesia, 8.7%
PT Heinz ABC
Indonesia, 16.3%
PT So Good
Food, 13.2%
PT Maya
Muncar, 15.6%
)
56
PT Heinz ABC Indonesia, through its flagship ABC brand, offers a wide range of products, mainly composed of
fish and seafood, including its well-known sauces and condiments. As part of a major multinational corporation, the
ABC brand has leveraged on Heinzs global research and development efforts, with its extensive experience and
knowledge to consistently bring about food innovation in the local market.
PT Maya Muncar offers various fish products, such as sardines and mackerel, through its two brands - Botan and
Maya. The company has a longstanding presence in the market and offers competitive prices which appeal to pricesensitive consumers.
PT So Good Food (Japfa) is primarily popular for its ready-to-eat brands So Good, So Nice, and Sozzis. Wellreceived among children and teenagers, both brands are gaining exposure thanks to its active promotional campaigns
featuring popular celebrities.
5.2.2
Drivers
Due to its compact packaging, long shelf-life, and easy storage, consumers are more motivated to buy in bulk.
Distribution is also inexpensive as the products do not require specific storage conditions that could incur higher
transportation cost. This attracts more distributors to the supply chain, contributing to brand presence and driving the
sales of ambient temperature foods in Indonesia. Many players, who are vertically integrated within the supply
chain, have realized cost reductions by excluding external vendors.
To cater to the rising demand for ambient temperature foods, companies can ensure efficiency and delivery of their
stock by having contracts with companies from other parts of the supply chain. For example, some retailers have
agreements with distributors and wholesalers for supplies. Major contracts are common for ambient temperature
foods because of their longer shelf life, stable supply, and high consumer demand.
Restraints
Owing to the relatively simpler methods of distribution and easy storage, barriers to entry are lower, causing the
market to be saturated with many brands that offer similar products. The products are also competitively priced to
appeal to price-sensitive consumers. Companies rely on branding initiatives, innovative flavors, and packaging to
appeal to consumers and differentiate from the competition. As the market for processed and packaged foods is
saturated, there is a constant flow of new products and low brand loyalty among consumers who can easily switch to
other brands.
5.3
FROZEN CONSUMER FOODS
Frozen foods have to be stored in a refrigerator or freezer before cooking. The items are fresher than ambient
temperature processed foods since the method preserves taste, texture, and nutritional value. Some examples are
smoked or battered fish, plain seafood, meats, and vegetables. The frozen consumer foods segment has a slower
growth rate compared to ambient temperature foods. However, the total sales value of frozen consumer foods is
higher than that of ambient temperature foods.
Figure 5.5 Retail Sales Value of Frozen Temperature Consumer Foods in Indonesia, 2008 - 2017F
billion)
2008
2009
2010
2011
2012
2013E
2014F
2015F
2016F
2017F
2,954
3,393
3,980
4,516
5,260
6,645
8,492
9,650
10,866
12,278
14.9%
17.3%
13.5%
16.5%
26.3%
27.8%
13.6%
12.6%
13.0%
)
57
5.3.1
Market Share
The top 3 players in the frozen consumer foods segment are PT Prima Food International, PT So Good Food (Japfa),
and PT Sierad Produce, with a cumulative market share of 84.6%.
Figure 5.6 Competitive Landscape in Frozen Consumer Food, 2013
PT Sierad
Produce, 16.9%
PT So Good
Food, 31.2%
Others, 15.4%
PT Prima Food
International,
36.5%
PT Prima Food Internationals flagship brand, Fiesta, caters to upper-income consumers. Its premium poultry
product under the Golden Fiesta label is also aimed at affluent consumers. Prima Food has strengthened its position
as the category leader through integrated marketing campaigns, such as setting up booths in hypermarkets and at
culinary events, as well as through celebrity endorsements on TV.
PT So Good Food (Japfa) is a close competitor with the brand So Good that targets middle to high-income
consumers with its line of premium processed poultry products. The company builds brand awareness with celebrity
endorsements as well.
PT Sierad Produce sells its products under the brand name Belfoods and has several sub-brands such as Belfoods
Royal, Belfoods Favorite, and Belfoods Uenaak, which cater to various income segments. Positioned as a premium
product for affluent consumers, Belfoods Royal is available at hypermarkets and supermarkets. While the other two
brands are aimed at middle to low-income consumers and sold at competitive prices in traditional retail outlets. The
company is increasingly competing against the two leading players, by actively advertising on TV and conducting
in-store promotions.
5.3.2
Drivers
As frozen foods are not as processed nor have added preservatives, they are preferred by consumers who demand
healthier, fresher alternatives. The market is likely increase with population growth and need for convenience.
Indonesians also prefer whole foods such as fillets and poultry parts instead of cubed or pickled versions in ambient
temperature packaging.
Restraints
As frozen products need to be kept at a specified temperature, storage is an issue not only for consumers but for
players along the value chain as well. Refrigerated transport and warehousing capabilities are required to prevent
any deterioration in food quality throughout the distribution process. It is also an issue for consumers who do not
own a freezer or have limited access to electricity.
Due to the complexity of distribution, these goods are generally priced higher than ambient temperature foods and
less affordable for lower-income consumers. Local players face competition from foreign brands that have a
stronger market for frozen foods. Some goods include smoked salmon and other specialty seafood which local
companies do not distribute.
)
58
APPENDIX GLIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS

The list of present and past principal directorships held by our Directors and Executive
Officers in the last five years preceding the Latest Practicable Date (excluding those held in
our Company) is as follows:
Name
Directors
Goh Geok Khim
Handojo Santosa
@ Kang Kiem Han
Present
Past
Directorships
Group Companies
-
Directorships
Group Companies
-
Other Companies
Alpha Securities Pte Ltd
Ardisia Limited
Boardroom Limited
Federal Iron Works Sdn Bhd
Fushia Investments Pte Ltd
GKG Investment Holdings Pte Ltd
G. K. Goh Holdings Limited
G. K. Goh Nominees Pte Ltd
G. K. Goh Securities (Philippines) Inc.
G. K. Goh Strategic Holdings Pte Ltd
Salacca Pte Ltd
Saliendra Pte Ltd
Solanum Investment Pte Ltd
Temasek Foundation CLG Limited
Yew Lian Property And Investments
Pte Ltd
Other Companies
Ample Echo Limited
G. K. Goh Capital (S) Pte Ltd
Lam Soon (M) Bhd
National Heritage Board
National Museum of Singapore
Orange Valley Healthcare Pte Ltd
Commissionerships
Commissionerships
Group Companies
-
Group Companies
-
Other Companies
-
Other Companies
-
Directorships
Group Companies
AustAsia Investment Holdings
Pte. Ltd.
Annona Pte. Ltd.
Japfa Myanmar Investments Pte. Ltd.
(gazetted to be struck off)
Japfa Vietnam Investments Pte. Ltd.
Jupiter Foods Pte. Ltd
Japfa Santori Australia Pty Ltd
Directorships
Group Companies
AustAsia Food Pte. Ltd.
Other Companies
Foxbar Investments Ltd
Rangi Management Limited
Other Companies
Sullington Assets Pte. Ltd. (in the
process of being voluntarily
wound up)
Viva Sino Investments Limited
Commissionerships
Commissionerships
Group Companies
Group Companies
PT Ciomas Adisatwa
PT Suri Tani Pemuka
G-1
Name
Hendrick Kolonas
Tan Yong Nang
Present
Past
Other Companies
PT Ometraco Infraciti
PT Resor Puri Candikuning
Other Companies
-
Directorships
Directorships
Group Companies
-
Group Companies
-
Other Companies
-
Other Companies
-
Commissionerships
Commissionerships
Group Companies
Group Companies
-
Other Companies
PT Celebes Artha Ventura
Other Companies
-
Directorships
Directorships
Group Companies
AIH 2 Pte. Ltd.
Annona Pte. Ltd.
Apachee Pte. Ltd.
AustAsia Investment Holdings
Pte. Ltd.
AustAsia Investment Holdings Pte.
Ltd. (as alternate director to
Handojo Santosa)
Japfa China Investments Pte. Ltd.
Japfa Comfeed Binh Thuan Limited
Company(1)
Japfa Comfeed Long An Limited
Company(1)
Japfa Comfeed Myanmar Pte Ltd
Japfa Comfeed Vietnam Limited
Company(1)
Japfa Hypor Genetics Company
Limited(2)
Japfa India Investments Pte. Ltd.
Japfa Myanmar JV Pte. Ltd.
Japfa Vietnam Investments Pte. Ltd.
Jupiter Foods Vietnam Joint Stock
Company(2)
Group Companies
-
Other Companies
Foxbar Investments Limited
Great Alpha Investments Limited
Great Beta Investments Limited
Japfa Myanmar Investments Pte. Ltd.
(gazetted to be struck off)
Rangi Management Limited
Seasoned Pro Management Limited
True Ally Investments Limited
Viva Sino Investments Limited
Other Companies
Great Delta Investments Limited
Morningside Management Pte.
Ltd. (struck off on February 11,
2011)
Sullington Assets Pte. Ltd. (in the
process of being voluntarily
wound up)
G-2
Name
Kevin Monteiro
Ng Quek Peng
Present
Commissionerships
Commissionerships
Group Companies
PT So Good Food
PT Continental Resources
Group Companies
-
Other Companies
-
Other Companies
-
Directorships
Directorships
Group Companies
Japfa Santori Australia Pty Ltd
Group Companies
Cleveland Pte. Ltd.
Other Companies
AustAsia Pty Limited
Other Companies
-
Commissionerships
Commissionerships
Group Companies
-
Group Companies
-
Other Companies
PT Indonesia Ethanol Industries
Other Companies
-
Directorships
Directorships
Group Companies
-
Group Companies
-
Other Companies
Asia Pacific Port Holdings Pte. Ltd.
Other Companies
GMR Infrastructure (Singapore)
Pte. Limited
Island Power Intermediary Pte.
Ltd. (struck off on March 7,
2012)
Mapletree Logistics Trust
Management Ltd.
Pacificlight Power Pte. Ltd.
Sky China Petroleum Services Ltd.
(now known as Universal
Resource and Services Limited)
Halcyon Capital Pte. Ltd.
Otto Marine Limited
Lien Siaou-Sze
Past
Commissionerships
Commissionerships
Group Companies
-
Group Companies
-
Other Companies
-
Other Companies
-
Directorships
Directorships
Group Companies
-
Group Companies
-
Other Companies
Confucius Institute of Nanyang
Technological University(3)
Elekta AB
Lien Shih Sheng Education
Development Pte. Ltd
Luvata Sderkping AB
Nanyang Technological University(4)
Republic Polytechnic Singapore(5)
Other Companies
Huhtamki Oyj
G-3
Name
Liu Chee Ming
Present
Past
Commissionerships
Commissionerships
Group Companies
-
Group Companies
-
Other Companies
-
Other Companies
-
Directorships
Directorships
Group Companies
-
Group Companies
-
Other Companies
Other Companies
Access Investment Management
CIMC Raffles (Offshore)
(H.K.) Limited
Singapore Ltd.
Access PCP Emerging Markets
Limited
Access PCP Limited
Takway Limited
Bendic Associates Limited
Benthurst Associates Limited
Brianne Investments Limited
Culford Holdings International Ltd.
Founder BEA Trust Co., Ltd.
Haitong Securities Company Ltd.
Jade Valley Limited
Kader Holdings Company Limited
Keltyhill Incorporated
Montex Limited
Odlins Holdings Limited
OUE Hospitality REIT Management
Pte. Ltd.
OUE Hospitality Trust Management
Pte. Ltd.
Platinum Broking Company Limited
Platinum Holdings Company Limited
Platinum Securities Company Limited
Platinum Securities Company Limited
(Singapore)
Private Capital Portfolio Management
Limited
Rosaland Limited
StarHub Ltd.
The Singapore International School
Foundation Ltd.
Topchart Company Holdings Ltd.
Vansbridge Limited
Vanwood Limited
Winner Valley Limited
Commissionerships
Commissionerships
Group Companies
-
Group Companies
-
Other Companies
-
Other Companies
-
G-4
Name
Executive Officers
Bambang Budi Hendarto
Edgar Dowse Collins
Present
Past
Directorships
Directorships
Group Companies
Group Companies
-
Other Companies
-
Other Companies
-
Commissionerships
Commissionerships
Group Companies
-
Group Companies
-
Other Companies
-
Other Companies
-
Directorships
Directorships
Group Companies
Group Companies
AustAsia Food Pte. Ltd.
AustAsia Food (HK) Limited
AustAsia Food (M) Sdn. Bhd.
Dongying AustAsia Modern Dairy
Farm Co., Ltd.
Dongying Shenzhou AustAsia Modern
Dairy Farm Co. Ltd
DongYing Xianhe AustAsia Modern
Dairy Farm Co., Ltd
TaiAn AustAsia Modern Dairy Farm
Co., Ltd.
Peter Chin Chi Kee
Other Companies
AustAsia Dairy Farm Management
Pte. Ltd
AustAsia Pty Limited
Other Companies
-
Commissionerships
Commissionerships
Group Companies
-
Group Companies
-
Other Companies
-
Other Companies
-
Directorships
Directorships
Group Companies
Japfa Myanmar JV Pte Ltd
Jupiter Food Vietnam Joint Stock
Company(6)
Group Companies
Japfa Comfeed India Pte Ltd
PT So Good Food
Jupiter Foods Pte Ltd

Other Companies
-
Other Companies
-
Commissionerships
Commissionerships
Group Companies
PT So Good Food
Group Companies
-
Other Companies
-
Other Companies
G-5
Name
Present
Christina Chua Sook Ping
Jasper Tan Kai Loon
(1)
(2)
(3)
(4)
(5)
(6)
Past
Directorships
Directorships
Group Companies
-
Group Companies
-
Other Companies
Indigo Capital Pte Ltd
Other Companies
-
Commissionerships
Commissionerships
Group Companies
Other Companies
-
Group Companies
Other Companies
-
Directorships
Directorships
Group Companies
-
Group Companies
-
Other Companies
-
Other Companies
-
Commissionerships
Commissionerships
Group Companies
-
Group Companies
-
Other Companies
-
Other Companies
-
Mr. Tan is a member of the Members Council of each of Japfa Comfeed Binh Thuan Limited Company, Japfa Comfeed
Long An Limited Company, Japfa Comfeed Vietnam Limited Company and Japfa Hypor Genetics Company Limited.
Mr. Tan is a member of the Board of Management of Jupiter Foods Vietnam Joint Stock Company.
Ms. Lien is a member of the Board of the Confucius Institute of Nanyang Technological University.
Ms. Lien is a member of the Board of Trustees of Nanyang Technological University.
Ms. Lien is a member of the Board of Governors at Republic Polytechnic Singapore.
Mr. Chin is a member of the Board of Management of Jupiter Foods Vietnam Joint Stock Company.
G-6
APPENDIX HRULES OF THE AUSTASIA SUBSIDIARIES

EMPLOYEE SHARE OPTION SCHEME
1.
Name and Start of the Scheme
1.1
The employee share option scheme (Option Scheme) constituted by these rules shall
be called the AustAsia Subsidiaries ESOS.
1.2
This Option Scheme is deemed to have come into effect on January 1, 2010, and
years of service of a Participant since January 1, 2010 will be taken into account by
the Committee in terms of the vesting schedule etc. and reflected in each such
Participants Letter of Award. However, employees who are no longer employed on a
full-time basis or are serving out notices of termination or resignation, will not be
considered for participation in this Option Scheme.
2.
Definitions
2.1
In this Option Scheme, unless the context otherwise requires, the following words and
expressions shall have the following meanings:Board
The board of directors of the Company for the time being
Business Day
A day on which banks are generally open for business in

Singapore and Shandong, PRC, excluding Saturdays,
Sundays and public holidays
Committee
A committee comprising 2 to 5 members nominated by the

Directors to administer this Option Scheme
Companies Act
The Companies Act, Chapter 50 of Singapore, as

amended or modified from time to time
Company or
AIH
AustAsia Investment Holdings Pte. Ltd. (UEN:

200906806K), a company incorporated in Singapore and
having its registered address at 391B Orchard Road, #1808 Ngee Ann City Tower B, Singapore 238874
Date of Grant
In relation to an Option, the date on which the Option is

granted pursuant to Rule 6
Depository
The applicable securities depository
Directors
The directors for the time being of the Company
Eligible Participant
A full-time employee of a Group Company who meets the

eligibility criteria for participation in this Option Scheme
Encumbered,
Encumbrance and
Encumber
includes any mortgage, assignment, debenture, lien,

hypothecation, charge, pledge, adverse claim, rentcharge, title retention, claim, equity, option, pre-emption
right (other than those which appear in a companys
articles of association or constitutive document), right to
acquire, security agreement and security interest or other
right of whatever nature
Exercise Price
The price at which a Participant shall subscribe for each

Share upon the exercise of an Option which shall be the
price as determined in accordance with Rule 6.7, as may
be adjusted in accordance with Rule 11
Group or
Group Company
All subsidiaries of AIH from time to time

H-1
IPO Condition
The initial public offering and listing of the Companys

shares on an internationally recognized stock exchange
Letter of Award
A letter, substantially in the form set out in the Appendix

(or in such other form as the Committee shall approve)
confirming an Option granted to a Participant by the
Committee
Market Day
A day on which the SGX-ST and, where applicable, such

internationally recognized stock exchange (on which the
Company is listed) is open for trading in securities
New Shares
The new Shares which may be issued and allotted from

time to time pursuant to the exercise of Options granted
under this Option Scheme
Option
The right to subscribe for New Shares granted or to be

granted to a Participant by the Committee, under this
Option Scheme
Option Scheme
The AustAsia Subsidiaries ESOS, as modified or altered

from time to time
Participant
A person who is selected by the Committee to participate

in this Option Scheme
Record Date
The date on which, at the close of business (or such other

time as may be prescribed by the Company),
Shareholders must be registered in order to participate in
any dividends, rights, allotments or other distributions (as
the case may be)
Rules
Rules of this Option Scheme, as the same may be

amended from time to time, and any reference to a
particular Rule shall be construed accordingly
Shares
Ordinary shares in the capital of the Company
Shareholders
The registered holders of the Shares
Unconditional Option
An Option that has become unconditional as to exercise,

being fully vested and the Company having satisfied the
IPO Condition
Percentage or per centum
RMB
Renminbi
S$
Singapore dollars
US$
United States dollars
Words importing the singular number shall, where applicable, include the plural number
and vice versa and words importing the masculine gender shall, where applicable,
include the feminine and neuter gender. Words importing persons include corporations.
Any reference in these Rules to any enactment is a reference to that enactment as for
the time being amended, modified, extended, replaced or re-enacted so far as such
amendment, modification, extension, replacement or re-enactment applies or is capable
of applying to any transaction entered into hereunder. Any word defined under any
applicable law or regulations, or any modification thereof and not otherwise defined in
these Rules shall have the meaning assigned to it under such law or regulations.
H-2
Any reference to a time of day shall be a reference to the time in the relevant Group
Companys jurisdiction unless otherwise stated.
3.
Objectives
The purpose of this Option Scheme is to provide an opportunity for Eligible
Participants who have met relevant performance targets to be remunerated not just
through salary and cash bonuses but also by an equity stake in the Company. The
Company intends to complement cash remuneration and bonuses with this Option
Scheme to more effectively reward and motivate Eligible Participants towards clearly
outlined targets that promote the longer term growth strategy of the Company.
As each Option vests over four years of continuous full-time employment from the
Date of Grant and is conditional upon the Company achieving an initial public offering
and listing on a recognized stock exchange (IPO Condition), the Company believes
that it will be an effective tool in motivating employees to work towards stretched goals.
This Option Scheme is targeted at Eligible Participants who are in the best position to
drive the growth and profitability of the Company.
4.
Eligibility
4.1
Employees of the Group shall be eligible to participate in this Option Scheme at the
sole and absolute discretion of the Committee.
The Committee shall be entitled in their sole and absolute discretion, to select persons
other than those listed above, as Eligible Participants, and shall be entitled to take into
account criteria such as such persons rank, job performance, creativity,
innovativeness, entrepreneurship, years of service and potential for future
development, his contribution to the development and profitability of the Group, and
the extent of effort and resourcefulness required to achieve a positive result for one or
more Group Companies within the performance period.
Participants who are controlling shareholders or associates of controlling shareholders
are not eligible to participate in this Option Scheme.
Participants who are directors and employees of Japfa Ltd. are not eligible to
participate in this Option Scheme.
4.2
For the purposes of Rule 4.1 above,

(a)
the secondment of an Eligible Participant to another company within the Group

shall not be regarded as a break in his employment or his having ceased to be
a full-time employee of the Group;
(b)
the secondment of an Eligible Participant to another company outside the

Group for 12 months or less, shall not affect such Eligible Participants
continuous period of service for vesting purposes;
(c)
the secondment of an Eligible Participant to another company outside the

Group for more than 12 months, shall be considered a break in the Eligible
Participants continuous period of service for vesting purposes unless waived
by the Committee in its sole and absolute discretion;
(d)
a Participant who has been promoted will, subject to the sole and absolute
discretion of the Committee, be entitled to an Option for the increased number
of New Shares with effect from the Date of Grant of that additional Option, and
the vesting schedule and Exercise Price indicated in the related Letter of Award
for that Option;
H-3
(e)
a Participant who has been demoted or whose performance is in the opinion of

the Committee unsatisfactory, shall forfeit the entirety of his Option whether or
not vested; and
(f)
a Participants paid maternity leave shall not be affect such Participants

continuous period of service for the purpose of vesting.
4.3
The term secondment shall include any deployment or temporary transfer (e.g. for
training) of the Participant by his employer.
4.4
A Participant shall not be entitled to participate in any other share option or share
incentive schemes implemented by the Company or any other company within the
Group.
4.5
Subject to applicable law and options already granted and vested, the terms of
eligibility for participation in this Option Scheme may be amended from time to time at
the sole and absolute discretion of the Committee.
5.
Limitations under this Option Scheme
5.1
The aggregate number of New Shares to be delivered pursuant to the exercise of

Options on any date, when added to the number of New Shares already issued and
that may be issued in respect of all outstanding Options granted under this Option
Scheme and all other Shares issued under any other share-based incentive schemes
that may be implemented by the Company, shall not exceed two per cent. (2%) of the
issued Shares of the Company on the day preceding the relevant Date of Grant.
5.2
The Committee shall have the absolute right to determine the number of New Shares
to which each Eligible Participant is entitled.
6.
Grant of Options and Exercise Price
6.1
The Committee may grant Options at any time during the financial year of the
Company although Options will generally be granted once a year in February.
However, no Option shall be granted during the period of 30 days immediately
preceding the date of announcement of the Companys (in the event it is listed) or
Japfa Ltd.s interim or final results (as the case may be). In addition, in the event that
an announcement on any matter of an exceptional nature involving unpublished price
sensitive information is imminent, offers may only be made after the second Market
Day from the date on which the aforesaid announcement is made.
6.2
Options are personal to the Participant to whom it is given and shall not be transferred
(other than to a Participants personal representative on the death of that Participant),
assigned or Encumbered or otherwise disposed of, in whole or in part, unless with the
prior approval of the Committee.
6.3
Once an Option is finalized by the Committee, the Committee shall send a Letter of
Award to the Participant confirming the said Option. The said Letter of Award shall be
in substantially the form set out in the Appendix (subject to such modification as the
Committee may from time to time determine), and shall specify inter alia, the
following:(a)
the date of grant;
(b)
the number of New Shares that will be the subject of the Option;
(c)
the exercise price for the New Shares; and
(d)
any grant of an Option for additional New Shares as result of a promotion.

H-4
6.4
An Option offered to a Participant may only be accepted by the Participant within thirty
(30) days after the relevant Date of Grant and not later than 5.00 p.m. on the thirtieth
(30th) day from such Date of Grant (a) by completing, signing and returning to the
Company the acceptance form (Acceptance Form) in or substantially in the form set
out in the Appendix, subject to such modification as the Committee may from time to
time determine, and (b) if, at the date on which the Company receives from the
Participant the Acceptance Form in respect of the Option as aforesaid, he remains
eligible to participate in this Option Scheme in accordance with these Rules.
6.5
If a grant of an Option is not accepted strictly in the manner as provided in this Rule 6,
such offer shall, upon the expiry of the thirty (30) day period, automatically lapse and
shall forthwith be deemed to be null and void and be of no effect.
6.6
The Company shall be entitled to reject any purported acceptance of a grant of an

Option made pursuant to this Rule 6 or such required exercise notice which does not
strictly comply with the terms of this Option Scheme.
6.7
The Exercise Price shall be determined by the Committee for each financial year, in
the Committees sole and absolute discretion provided always that such Exercise Price
as determined by the Committee shall comply with applicable regulations of SGX-ST
and/or such applicable stock exchange. The Exercise Price was initially US$1.25 per
New Share and was increased to US$1.35 per New Share for the year ended
December 31, 2013 and is generally expected to increase every financial year.
7.
Vesting and the IPO Condition
7.1
Each Option shall vest over a period of 4 years of continuous full-time employment
from the Date of Grant (or such earlier date as the Committee shall determine in its
sole and absolute discretion) in 4 equal installments.
7.2
Options may only be exercised upon the full satisfaction of the dual conditions that:
(a) the Option has fully vested (and not if the Option has only partially vested,
regardless of whether the exercise is limited to such vested portion) and (b) if the IPO
Condition has been met. Until both conditions are met, no employee with a vested or
partially vested option shall have any accrued or other interest in the vested or unvested portions of the Option or of the underlying Shares.
7.3
The IPO Condition refers to the initial public offering and listing of the Companys
shares on any internationally recognized stock exchange on or before August 12, 2017
or such other date as the Directors may, with the consent of the Shareholders approve
in writing (IPO).
7.4
The exercise of any Option and the sale of any New Shares subscribed for under an
Option may in addition to the conditions set out in Rule 7.2, be subject to restrictions
imposed by the applicable stock exchange, the underwriters or in connection with the
IPO.
8.
Events Prior to Exercise of Options
8.1
Notwithstanding that an Option may have fully or partially vested, unless such Option
has already been exercised in accordance with Rule 7, such Option shall immediately
lapse without any claim whatsoever against the Company:(a)
subject to Rules 8.2 and 8.3, upon the Participant ceasing to be in the full-time
employment of the Group for any reason whatsoever;
(b)
in the event of any demotion, misconduct, non or under-performance on the

part of the Participant as determined by the Committee in its sole and absolute
discretion;
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(c)
upon the bankruptcy of the Participant or the happening of any other event
which results in his being deprived of the legal or beneficial ownership of such
Option; or
(d)
any other event approved by the Committee.
For the purpose of Rule 8.1(a), the Participant shall be deemed to have ceased to be
so employed as of the date the notice of termination of (or resignation from)
employment is tendered by or is given to him notwithstanding any required period of
notice has not yet expired, unless such notice shall be withdrawn prior to its effective
date.
8.2
Without prejudice to the generality of Rule 7.2, a Participant shall be entitled to

exercise any part of an Option that has vested at the time of the events below,
provided and upon the IPO Condition being met, notwithstanding that he may have
ceased to be employed by the Company in any of the following events, namely:(a)
through ill health, injury, disability or death (in each case, evidenced to the
satisfaction of the Committee);
(b)
retirement at or after the legal retirement age;
(c)
retirement before the legal retirement age with the consent of the Committee
(which consent can be subject to conditions); or
(d)
any other reason, the cessation of employment is approved by the Committee

(which approval can be subject to conditions).
8.3
If a Participant dies during employment, the right to exercise that part of the Option
that has vested prior to death, shall, subject to the IPO Condition, be given to the
personal representative(s) of the Participant.
9.
Winding up of the Company

In the event of a members voluntary winding-up, or if an order is made for the windingup of the Company on the basis of its insolvency, all Options regardless of vesting,
shall be deemed, or shall become, null and void.
10.
Issue and Allotment of New Shares
10.1
Subject to such consents or other required action of any competent authority under
any regulations or enactments for the time being in force as may be necessary and
subject to the compliance with the terms of this Option Scheme and the Memorandum
and Articles of Association of the Company, the Company shall, within 10 Business
Days after exercise of a an Unconditional Option, allot and issue the relevant New
Shares and despatch to the Depository the relevant share certificates by ordinary post
or such other mode as the Committee may deem fit.
10.2
The Company shall, as soon as practicable after such allotment, apply to the stock
exchange concerned for permission to deal in and for quotation of such New Shares.
10.3
Where applicable, the New Shares which are the subject of the exercise of an Option
shall be issued in the name of the Depository to the credit of the securities account of
that Participant.
10.4
New Shares issued and allotted upon the vesting of an Option shall be subject to all
the provisions of the Memorandum and Articles of Association of the Company, and
shall rank in full for all entitlements, excluding dividends or other distributions declared
or recommended in respect of the then existing Shares, the Record Date for which
falls on or before the date on which the New Shares are allotted, and shall in all other
respects rank pari passu with other existing Shares then in issue.
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10.5
The Company shall keep available sufficient unissued Shares to satisfy the delivery of
the Shares pursuant to exercise of Unconditional Options.
11.
Variation of Capital
11.1
If a variation in the number of issued Shares of the Company (whether by way of a

capitalization of profits or reserves or rights issue or reduction (including any reduction
arising by reason of the Company purchasing or acquiring its issued Shares),
subdivision, consolidation or distribution, or otherwise howsoever) should take place,
then the Exercise Price and/or number of Shares comprised in the Options may at the
sole and absolute discretion of the Committee, be adjusted in such manner as the
Committee may in its sole and absolute discretion determine to be appropriate, upon
the written confirmation of the auditors of the Company, that in their opinion, such
adjustment is fair and reasonable.
11.2
Notwithstanding the provisions of Rule 11.1 above, no such adjustment shall be made
(a) if as a result, the Participant receives a benefit that a Shareholder does not receive;
and (b) unless the Committee in its sole and absolute discretion after considering all
relevant circumstances considers it equitable to do so.
11.3
Unless the Committee in its sole and absolute discretion considers an adjustment to
be appropriate, the following (whether singly or in combination) shall not normally be
regarded as circumstances requiring adjustment:
(a)
any issue of securities including any issue of securities as consideration for an

acquisition or a private placement of securities or pursuant to any public
offering of the Shares on the SGX-ST and/or any other stock exchange on
which the Shares are quoted and listed; and/or
(b)
if applicable, any reduction in the number of issued Shares including a

reduction as a result of the cancellation of issued Shares purchased by the
Company by way of market purchase(s) effected on the SGX-ST and/or any
other stock exchange on which the Shares are quoted and listed pursuant to a
share purchase mandate (or any renewal thereof) given by the Shareholders of
the Company in general meeting and for the time being in force.
11.4
Upon any adjustment required to be made pursuant to this Rule 11, the Company
shall notify the Participant (or his duly appointed personal representative(s) where
applicable) in writing and deliver to him (or his duly appointed personal
representative(s) where applicable) a statement setting forth the class and/or number
of Shares thereafter to be issued pursuant to the exercise of an Option. Any
adjustment shall take effect upon such written notification being given.
12.
Administration of this Option Scheme
12.1
This Option Scheme shall be administered by the Committee in its sole and absolute
discretion with such powers and duties as are conferred on it by the Board, provided
that no member of the Committee shall participate in any deliberation or decision in
respect of Options granted or to be granted to him.
12.2
The Committee shall comprise a minimum of 2 persons and a maximum of 5 persons

who shall each be nominated by the Directors from time to time. A committee member
shall have such term of appointment as the Directors shall determine.
12.3
The Committee shall make its own rules and procedures governing the convening and
conduct of their meetings and decision-making subject to the approval of the Directors
who may at any time amend the said rules and procedures.
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12.4
The Committee shall have the power, from time to time, to make and vary such rules
(not being inconsistent with this Option Scheme) for the implementation and
administration of this Option Scheme as they think fit including, but not limited to:(a)
imposing restrictions on the number of Options that may be vested within each
financial year; and/or
(b)
amending performance targets if by so doing, it would be a fairer measure of

performance for a Participant or for this Option Scheme as a whole.
12.5
Any decision of the Committee made pursuant to any provision of this Option Scheme
shall be final and binding (including any decisions pertaining to the number of Shares
to be vested) or to disputes as to the interpretation of this Option Scheme or any rule,
regulation, procedure thereunder or as to any rights under this Option Scheme).
13.
Notices and Annual Report
13.1
Any notice required to be given by a Participant to the Company shall be sent or made
to the registered office of the Company or such other addresses as may be notified by
the Company to him in writing.
13.2
Any notices or documents required to be given to a Participant or any correspondence

to be made between the Company and the Participant shall be given or made by the
Committee (or such person(s) as it may from time to time direct) on behalf of the
Company and shall be delivered to him by hand or sent to him at his home address
according to the records of the Company or at the last known address of the
Participant and if sent by post, shall be deemed to have been given on the day
following the date of posting.
13.3
The following disclosures (as applicable) and any other disclosures as required by the
rules of the SGX-ST and/or any stock exchange on which the Shares are quoted or
listed, will be made by the Company in its annual report for so long as this Option
Scheme continues in operation:
(a)
the names of the members of the Committee; and
(b)
the information required in the table below for Participants who receive 5.0% or
more of the total number of Options available under the Scheme (which for the
avoidance of doubt, shall include Participants who have exercised all their
Options in any particular financial year):
Name of
Number of
Participant Shares
comprised
in Options
granted
during
financial
year under
review
(including
terms)
Aggregate
number of Shares
comprised in
Options granted
since
commencement
of the Option
Scheme to end of
financial year
under review
H-8
Aggregate
number of
Shares
comprised in
Options
exercised since
commencement
of the Option
Scheme to end
of financial year
under review
Aggregate
number of
Shares
comprised in
Options
outstanding as
at end of
financial year
under review
14.
Modifications to this Option Scheme
14.1
Any or all the provisions of this Option Scheme may be modified and/or altered at any
time and from time to time by resolution of the Committee, except that:(a)
no modification or alteration shall alter adversely the rights attaching to any

Option granted prior to such modification or alteration unless:(i)
the consent in writing of such number of Participants who, if the Options

granted to them are vested, would thereby become entitled to not less
than three-quarters of all the New Shares which would be allotted upon
all outstanding Options being vested, is obtained; or
(ii)
the Committee is satisfied that there are concurrently modifications or

alterations that would reasonably compensate Participants for the
subject adverse effect;
(b)
any modification or alteration which would be to the advantage of Participants

under this Option Scheme shall be subject to the prior approval of Shareholders
and shareholders of Japfa Ltd. in general meeting unless the Committee is
reasonably satisfied that such changes are necessary to reasonably
compensate Participants (and not provide an additional advantage to
Participants) for concurrent modifications that adversely affect the rights
attached to their Options.
(c)
no modification or alteration shall be made without due compliance with the

requirements of applicable law and regulation.
14.2
The Committee may at any time by resolution (and without other formality) amend or
alter the rules or provisions of this Option Scheme in any way to the extent necessary
to cause this Option Scheme to comply with any statutory provision or the provision or
the regulations of any regulatory or other relevant authority or body (including any
applicable stock exchange).
14.3
Written notice of any modification or alteration made in accordance with this Rule 14
shall be given to all Participants.
15.
Terms of employment unaffected

The terms of employment of a Participant shall not be affected by his participation in
this Option Scheme, which shall neither form part of such terms nor entitle him to take
into account such participation in calculating any compensation or damages on the
termination of his employment for any reason.
16.
Duration of this Option Scheme
16.1
This Option Scheme shall continue to be in force at the sole and absolute discretion of
the Committee, subject to a maximum period of ten (10) years commencing on
January 1, 2010, provided always that this Option Scheme may continue beyond the
above stipulated period with the approval of Shareholders by ordinary resolution in a
general meeting and of any relevant authorities which may then be required.
16.2
This Option Scheme may be terminated at any time by the Committee or by resolution
of the Company in general meeting subject to all relevant governmental and regulatory
approvals which may be required and if this Option Scheme is so terminated, no
further Options shall be vested by the Company thereunder, and unless waived by the
Committee, no further vesting of outstanding Options shall be recognized.
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16.3
No Participant or Eligible Participant shall be entitled to compensation or expectation,

howsoever whatsoever upon termination of this Option Scheme.
17.
Taxes
17.1
All taxes (including income tax) arising from the grant and/or disposal of Shares
pursuant to the Options granted to any Participant under this Option Scheme shall be
borne by that Participant.
17.2
The Company and/or Group Company employing the Participant or representing the
Group, shall be entitled to withhold the amount of tax payable by the Participant from
any moneys owing by the Company or such Group Company, to the Participant.
17.3
The Company or Group Company may require each Participant to nominate the
Company (or Group Companys) bank account for the benefit of the Participant, as the
account into which all dividends, trade proceeds etc. relating to the New Shares, will
be remitted and from which applicable withholding taxes may be deducted.
18.
Costs and expenses

Each Participant shall be responsible for all duties and fees relating to or in connection
with the issue and allotment of any Shares pursuant to the exercise of any Option, the
deposit of share certificate(s) with the Depository or the Participants securities
account.
19.
Disclaimer of liability
Notwithstanding any provisions herein contained, the Board, the Committee and the
Company shall not under any circumstances be held liable for any costs, losses,
expenses and damages whatsoever and howsoever arising in any event, including but
not limited to the Companys delay in issuing the Shares or applying for or procuring
the listing of the New Shares on the applicable stock exchange in accordance with
Rule 10.2.
20.
Disputes
Any disputes or differences of any nature arising hereunder shall be referred to the
Committee and its decision shall be final and binding in all respects.
21.
Illegality
Every Option shall be subject to the overriding condition that no New Shares would be
issued pursuant to the exercise of any Unconditional Option if such issue would be
contrary to any law or enactment, or any rules or regulations of any legislative or nonlegislative governing body for the time being in force in Singapore or any other relevant
country having jurisdiction in relation to the issue of New Shares hereto.
22.
Abstention from Voting
22.1
Eligible Participants who become Shareholders (shareholders of AustAsia Investment

Holdings Pte. Ltd.) are to abstain from voting on any Shareholders resolution relating
to this Option Scheme.
22.2
Eligible Participants who are shareholders of Japfa Ltd. are to abstain from voting on
any shareholders resolution of Japfa Ltd. relating to this Option Scheme.
23.
Governing law, language and dispute resolution
23.1
This Option Scheme shall be governed by, and construed in accordance with, the laws
of the Republic of Singapore.
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23.2
The contractual language of these rules is the English language although they may be
translated into Chinese for convenience. Therefore, the English language version shall
be binding on all Participants, and only the English language version shall be binding
on the Company.
23.3
All questions of interpretation and all disputes shall be referred by the Parties to
arbitration under the rules of the Singapore International Arbitration Centre (SIAC)
before a single arbitrator to be appointed by the Chairman of the SIAC. The law of the
arbitration shall be the International Arbitration Act.
H-11
APPENDIX
AUSTASIA SUBSIDIARIES ESOS
LETTER OF AWARD
PRIVATE & CONFIDENTIAL
Serial No:
[Date]
To: [Name]
[Designation]
[Address]
Dear Sir/Madam
We have the pleasure of informing you that you have been nominated by the committee
(Committee) of the Board of Directors of the Company administering the AustAsia
Subsidiaries ESOS (the Option Scheme) to participate in the Option Scheme.
An option (Option) in respect of [] ordinary shares in the capital of the Company
(Shares) is granted to you on [] (Date of Grant), subject to the rules of the AustAsia
Subsidiaries ESOS (as the same may from time to time be amended pursuant to the terms
thereof) (Scheme Rules), and to the following conditions:-
4-year vesting period ending []
Exercise price of []
IPO Condition as outlined in the Scheme Rules.
Upon satisfaction of the above conditions (in whole and not in part) and your exercise of your
options, the Company shall allot and issue the Shares to you and the Committee shall notify
you in writing of such proposed date of allotment and issuance of the Shares.
The Option is personal to you and shall not be transferred, assigned, Encumbered or
otherwise disposed of, in whole or in part, to any other person and whomsoever (the breach
of which shall entitle the Committee to treat such Option as having lapsed without any claim
against the Company) unless approved by the Committee.
If you wish to accept the offer of the Option on the terms of this letter, please sign and return
the enclosed Acceptance Form not later than 5.00 p.m. on
failing which this
offer will lapse.
Yours faithfully
For and on behalf of
AUSTASIA INVESTMENT HOLDINGS PTE. LTD.
Note:
Words and expressions used in this letter shall, unless the context otherwise requires, have
the meanings assigned to them in the Rules of the AustAsia Subsidiaries ESOS.
H-12
AUSTASIA SUBSIDIARIES ESOS

ACCEPTANCE FORM
Serial No:
Private and Confidential
To:
The Committee
AustAsia Subsidiaries ESOS
AustAsia Investment Holdings Pte. Ltd.
Closing Date for Acceptance of Offer

Number of Shares Offered
Exercise Price for each Share
Total Amount Payable
:
:
:
:
US$
US$
I have read your Letter of Offer dated

(Date of Grant) and agree to be bound by
the terms of the Letter of Offer and Rules of the Option Scheme referred to therein. Terms
defined in your Letter of Offer shall have the same meanings when used in this Acceptance
Form.
I hereby accept the Option to subscribe for
Share.
Shares at US$
for each
I understand that I am not obliged to exercise the Option.

I confirm that my acceptance of the Option will not result in the contravention of any
applicable law or regulation in relation to the ownership of Shares or the Options.
I agree to keep all information pertaining to the grant of the Option to me confidential.
I acknowledge and confirm that I shall be responsible for all the fees of the Depository (if any)
relating to or in connection with the allotment and issue or transfer of any Shares in the
Depositorys name, to the credit of my securities account with the Depository or my securities
sub-account with a depository agent (as the case may be) (collectively, Depository charges).
I further acknowledge that you have not made any representation to induce me to accept the
offer and that the terms of the Letter of Offer, this Acceptance Form and the Option Scheme
(as the same may be from time to time amended) constitute the entire agreement between us
relating to the offer.
I agree to maintain confidentiality with regards to all information relating to the grant of the
Option to me.
Please print in block letters
Name in full
Designation
Address
Nationality
*NRIC/Passport No.
Signature
Date
*
:
:
:
:
:
:
:
Please delete accordingly
Notes:
1.
Shares must be accepted in full unless otherwise authorized by the Committee.
2.
The Participant shall be informed by the Company of the relevant Depository charges payable at the time of the exercise of
the Option.
H-13
APPENDIX IRULES OF THE JAPFA PERFORMANCE SHARE PLAN

1.
NAME OF THE PLAN

The Plan shall be called the Japfa Performance Share Plan.
2.
DEFINITIONS
2.1
In the Plan, unless the context otherwise requires, the following words and
expressions shall have the following meanings:
Act....................
The Companies Act, Chapter 50 of Singapore as amended

from time to time.
Adoption Date ......
The date on which the Plan is adopted by the Company in

general meeting.
Associate ...........
Shall have the meaning assigned to it in the Listing Manual.
Auditors .............
The auditors of the Company for the time being.
Award ................
A contingent award of Shares granted under Rule 5.
Award Date .........
In relation to an Award, the date on which the Award is

granted pursuant to Rule 5.
Award Letter ........
A letter in such form as the Committee shall approve

confirming an Award granted to a Participant by the
Committee.
CDP ..................
The Central Depository (Pte) Limited.
Committee ..........
The Remuneration Committee of the Company.
Company ............
Japfa Ltd., a company incorporated in Singapore.
Control ..............
The capacity to dominate decision-making, directly or

indirectly, in relation to the financial and operating policies of
the Company.
Controlling
Shareholder .........
A person who holds directly or indirectly fifteen (15) per cent.

or more of the total number of issued Shares (excluding
Shares held by the Company as treasury shares) (unless
otherwise determined by the Singapore Exchange that a
person who satisfies this subparagraph is not a controlling
shareholder); or in fact exercises Control over the Company.
Group ................
The Company and its subsidiaries.
Group Executive ...
Any employee of the Group (including any Group Executive

Director who meet the relevant criteria and who shall be
regarded as a Group Executive for the purposes of the Plan)
selected by the Committee to participate in the Plan in
accordance with Rule 4.
Group Executive
Director ..............
A director of the Company and/or any of its subsidiaries, as

the case may be, who performs an executive function.
I-1
Listing Manual .....
The Listing Manual of the Singapore Exchange.
Participant ..........
A Group Executive who has been granted an Award.
Performance
Condition ............
Performance
Period ................
In relation to an Award, the condition specified on the Award

Date in relation to that Award.
The period, as may be determined by the Committee at its
discretion, during which the Performance Condition is to be
satisfied.
Plan ..................
The Japfa Performance Share Plan, as the same may be

modified or altered from time to time.
Release ..............
In relation to an Award, the release at the end of the

Performance Period relating to that Award of all or some of
the Shares to which that Award relates in accordance with
Rule 7 and, to the extent that any Shares which are the
subject of the Award are not released pursuant to Rule 7, the
Award in relation to those Shares shall lapse accordingly, and
Released shall be construed accordingly.
Release
Schedule .............
In relation to an Award, a schedule in such form as the

Committee shall approve, setting out the extent to which
Shares which are the subject of that Award shall be Released
on the Performance Condition being satisfied (whether fully
or partially) or exceeded or not being satisfied, as the case
may be, at the end of the Performance Period.
Released Award ...
An Award which has been released in accordance with

Rule 7.
Retention Period ...
Such retention period as may be determined by the

Committee and notified to the Participant at the grant of the
relevant Award to that Participant.
Shares ...............
Ordinary shares in the capital of the Company.
Singapore
Exchange ............
The Singapore Exchange Securities Trading Limited.
Trading Day ........
A day on which the Shares are traded on the Singapore

Exchange.
Vesting ..............
In relation to Shares which are the subject of a Released

Award, the absolute entitlement to all or some of the Shares
which are the subject of a Released Award and Vest and
Vested shall be construed accordingly.
Vesting Date ........
In relation to Shares which are the subject of a Released

Award, the date (as determined by the Committee and
notified to the relevant Participant) on which those Shares
have Vested pursuant to Rule 7.
2.2
Words importing the singular number shall, where applicable, include the plural
number and vice versa. Words importing the masculine gender shall, where
applicable, include the feminine and neuter genders.
2.3
Any reference to a time of a day in the Plan is a reference to Singapore time.
2.4
Any reference in the Plan to any enactment is a reference to that enactment as for the
time being amended or re-enacted. Any word defined under the Act or any statutory
I-2
modification thereof and not otherwise defined in the Plan and used in the Plan shall
have the meaning assigned to it under the Act or any statutory modification thereof, as
the case may be.
3.
OBJECTIVES OF THE PLAN
3.1
The Plan has been proposed in order to:

(a)
foster an ownership culture within the Group which aligns the interests of Group
Executives with the interests of shareholders;
(b)
motivate Participants to achieve key financial and operational goals of the

Company and/or their respective business units; and
(c)
make total employee remuneration sufficiently competitive to recruit and retain

staff having skills that are commensurate with the Companys ambition to
become a world-class company.
4.
ELIGIBILITY OF PARTICIPANTS
4.1
The following persons shall be eligible to participate in the Plan at the absolute
discretion of the Committee:
4.2
(a)
Group Executives who have attained the age of twenty-one (21) years and hold
such rank as may be designated by the Committee from time to time and who
have, as of the Award Date, been in full time employment of the Group for a
period of at least twelve (12) months (or in the case of any Group Executive
Director, such shorter period as the Committee may determine); and
(b)
Subject to Rule 4.2, persons who are qualified under Rule 4.1(a) above and
who are also Controlling Shareholders or Associates of Controlling
Shareholders,
Controlling Shareholders and their Associates who satisfy the criteria set out in
Rule 4.1 above shall be eligible to participate in the Plan provided that:
(a)
their participation; and
(b)
the actual or maximum number of Shares and terms of any Awards to be

granted to them,
have been approved by independent shareholders of the Company at a general

meeting in separate resolutions for each such person and, in respect of each such
person, in separate resolutions for each of (i) his participation and (ii) the actual or
maximum number of Shares and terms of any Awards to be granted to him, provided
always that it shall not be necessary to obtain the approval of the independent
shareholders of the Company for the participation in the Plan of a Controlling
Shareholder or his Associate who is, at the relevant time, already a Participant.
5.
GRANT OF AWARDS
5.1
Subject as provided in Rule 8, the Committee may grant Awards to Group Executives
as the Committee may select, in its absolute discretion, at any time during the period
when the Plan is in force.
5.2
The number of Shares which are the subject of each Award to be granted to a
Participant in accordance with the Plan shall be determined at the absolute discretion
of the Committee, which shall take into account criteria such as his rank, job
performance and potential for future development, his contribution to the success and
development of the Group and the extent of effort with which the Performance
Condition may be achieved within the Performance Period.
I-3
5.3
5.4
5.5
The Committee shall decide in relation to an Award:

(a)
the Participant;
(b)
the Award Date;
(c)
the Performance Period;
(d)
the number of Shares which are the subject of the Award;
(e)
the Performance Condition;
(f)
the Release Schedule; and
(g)
any other condition which the Committee may determine in relation to that
Award.
The Committee may amend or waive the Performance Period, the Performance
Condition and/or the Release Schedule in respect of any Award:
(a)
in the event of a take-over offer being made for the Shares or if under the Act,
the court sanctions a compromise or arrangement proposed for the purposes
of, or in connection with, a scheme for the reconstruction of the Company or its
amalgamation with another company or companies or in the event of a proposal
to liquidate or sell all or substantially all of the assets of the Company; or
(b)
if anything happens which causes the Committee to conclude that:

(i)
a changed Performance Condition and/or Release Schedule would be a

fairer measure of performance, and would be no less difficult to satisfy;
or
(ii)
the Performance Condition and/or Release Schedule should be waived,

and shall notify the Participants of such change or waiver.
As soon as reasonably practicable after making an Award, the Committee shall send
to each Participant an Award Letter confirming the Award and specifying in relation to
the Award:
(a)
the Award Date;
(b)
the Performance Period;
(c)
the number of Shares which are the subject of the Award;
(d)
the Performance Condition;
(e)
the Release Schedule; and
(f)
any other condition which the Committee may determine in relation to that
Award.
5.6
Participants are not required to pay for the grant of Awards.
5.7
An Award or Released Award shall be personal to the Participant to whom it is granted

and, prior to the allotment and/or transfer to the Participant of the Shares to which the
Released Award relates, shall not be transferred, charged, assigned, pledged or
otherwise disposed of, in whole or in part, except with the prior approval of the
Committee and if a Participant shall do, suffer or permit any such act or thing as a
result of which he would or might be deprived of any rights under an Award or
Released Award without the prior approval of the Committee, that Award or Released
Award shall immediately lapse.
I-4
6.
EVENTS PRIOR TO THE VESTING DATE
6.1
An Award shall, to the extent not yet Released, immediately lapse without any claim
whatsoever against the Company:
(a)
in the event of misconduct on the part of the Participant as determined by the

Committee in its discretion;
(b)
subject to Rule 6.2(b), upon the Participant ceasing to be in the employment of

the Group for any reason whatsoever; or
(c)
in the event of an order being made or a resolution passed for the winding-up of
the Company on the basis, or by reason, of its insolvency.
For the purpose of Rule 6.1(b), the Participant shall be deemed to have ceased to be
so employed as of the date the notice of termination of employment is tendered by or
is given to him, unless such notice shall be withdrawn prior to its effective date.
6.2
In any of the following events, namely:

(a)
the bankruptcy of the Participant or the happening of any other event which
results in his being deprived of the legal or beneficial ownership of an Award;
(b)
where the Participant ceases to be in the employment of the Group by reason

of:
(i)
ill health, injury or disability (in each case, evidenced to the satisfaction
of the Committee);
(ii)
redundancy;
(iii)
retirement at or after the legal retirement age;
(iv)
retirement before the legal retirement age with the consent of the
Committee;
(v)
the company by which he is employed or to which he is seconded, as

the case may be, ceasing to be a company within the Group, or the
undertaking or part of the undertaking of such company being
transferred otherwise than to another company within the Group, as the
case may be;
(vi)
(where applicable) his transfer of employment between companies within

the Group;
(vii)
his transfer to any government ministry, governmental or statutory body

or corporation at the direction of any company within the Group; or
(viii)
any other event approved by the Committee;
(c)
the death of a Participant; or
(d)
any other event approved by the Committee,
the Committee may, in its absolute discretion, preserve all or any part of any Award
and decide as soon as reasonably practicable following such event either to Vest
some or all of the Shares which are the subject of any Award or to preserve all or part
of any Award until the end of the Performance Period and subject to the provisions of
the Plan. In exercising its discretion, the Committee will have regard to all
circumstances on a case-by-case basis, including (but not limited to) the contributions
made by that Participant and the extent to which the Performance Condition has been
satisfied.
I-5
6.3
Without prejudice to the provisions of Rule 5.4, if before the Vesting Date, any of the
following occurs:
(a)
a take-over offer for the Shares becomes or is declared unconditional;
(b)
a compromise or arrangement proposed for the purposes of, or in connection

with, a scheme for the reconstruction of the Company or its amalgamation with
another company or companies being approved by shareholders of the
Company and/or sanctioned by the court under the Act; or
(c)
an order being made or a resolution being passed for the winding-up of the
Company (other than as provided in Rule 6.1(c) or for amalgamation or
reconstruction),
the Committee will consider, at its discretion, whether or not to Release any Award,
and will take into account all circumstances on a case-by-case basis, including (but not
limited to) the contributions made by that Participant. If the Committee decides to
Release any Award, then in determining the number of Shares to be Vested in respect
of such Award, the Committee will have regard to the proportion of the Performance
Period which has elapsed and the extent to which the Performance Condition has
been satisfied. Where Awards are Released, the Committee will, as soon as
practicable after the Awards have been Released, procure the allotment or transfer to
each Participant of the number of Shares so determined, such allotment or transfer to
be made in accordance with Rule 7.
7.
RELEASE OF AWARDS
7.1
Review of Performance Condition

7.1.1 As soon as reasonably practicable after the end of each Performance Period,
the Committee shall review the Performance Condition specified in respect of
each Award and determine at its discretion whether it has been satisfied and, if
so, the extent to which it has been satisfied, and provided that the relevant
Participant has continued to be a Group Executive from the Award Date up to
the end of the Performance Period, shall Release to that Participant all or part
(as determined by the Committee at its discretion in the case where the
Committee has determined that there has been partial satisfaction of the
Performance Condition) of the Shares to which his Award relates in accordance
with the Release Schedule specified in respect of his Award on the Vesting
Date. If not, the Awards shall lapse and be of no value.
If the Committee determines in its sole discretion that the Performance
Condition has not been satisfied or (subject to Rule 6) if the relevant Participant
has not continued to be a Group Executive from the Award Date up to the end
of the relevant Performance Period, that Award shall lapse and be of no value
and the provisions of Rules 7.2 to 7.4 shall be of no effect.
The Committee shall have the discretion to determine whether the Performance
Condition has been satisfied (whether fully or partially) or exceeded and in
making any such determination, the Committee shall have the right to make
computational adjustments to the audited results of the Company or the Group,
to take into account such factors as the Committee may determine to be
relevant, including changes in accounting methods, taxes and extraordinary
events, and further the right to amend the Performance Condition if the
Committee decides that a changed performance target would be a fairer
measure of performance.
I-6
7.1.2 Shares which are the subject of a Released Award shall be Vested to a
Participant on the Vesting Date, which shall be a Trading Day falling as soon as
practicable after the review by the Committee referred to in Rule 7.1.1 and, on
the Vesting Date, the Committee will procure the allotment or transfer to each
Participant of the number of Shares so determined.
7.1.3 Where new Shares are allotted upon the Vesting of any Award, the Company
shall, as soon as practicable after such allotment, apply to the Singapore
Exchange for permission to deal in and for quotation of such Shares.
7.2
Release of Award
Shares which are allotted or transferred on the Release of an Award to a Participant
shall be issued in the name of, or transferred to, CDP to the credit of the securities
account of that Participant maintained with CDP or the securities sub-account of that
Participant maintained with a Depository Agent, in each case, as designated by that
Participant.
7.3
Ranking of Shares
New Shares allotted and issued, and existing Shares procured by the Company for
transfer, on the Release of an Award shall:
(a)
be subject to all the provisions of the Memorandum and Articles of Association

of the Company; and
(b)
rank in full for all entitlements, including dividends or other distributions

declared or recommended in respect of the then existing Shares, the Record
Date for which is on or after the relevant Vesting Date, and shall in all other
respects rank pari passu with other existing Shares then in issue.
For the purposes of this Rule 7.3, Record Date means the date fixed by the
Company for the purposes of determining entitlements to dividends or other
distributions to or rights of holders of Shares.
7.4
Moratorium
Shares which are allotted and issued or transferred to a Participant pursuant to the
Release of an Award shall not be transferred, charged, assigned, pledged or otherwise
disposed of, in whole or in part, during the Retention Period, except to the extent set
out in the Award Letter or with the prior approval of the Committee. The Company may
take steps that it considers necessary or appropriate to enforce or give effect to this
disposal restriction including specifying in the Award Letter the conditions which are to
be attached to an Award for the purpose of enforcing this disposal restriction.
8.
LIMITATION ON THE SIZE OF THE PLAN
8.1

Awards granted under the Plan on any date, when aggregated with the aggregate
number of Shares over which options or awards are granted under any other share
option schemes or share schemes of the Company, shall not exceed fifteen (15) per
cent. of the total number of issued Shares (excluding Shares held by the Company as
treasury shares) on the day preceding that date.
8.2

Awards under the Plan to Participants who are Controlling Shareholders and their
Associates shall not exceed twenty-five (25) per cent. of the Shares available under
the Plan.
I-7
8.3
The number of Shares which may be issued or transferred pursuant to Awards under
the Plan to each Participant who is a Controlling Shareholder or his Associate shall not
exceed ten (10) per cent. of the Shares available under the Plan.
8.4
Shares which are the subject of Awards which have lapsed for any reason whatsoever
may be the subject of further Awards granted by the Committee under the Plan.
9.
ADJUSTMENT EVENTS
9.1
If a variation in the issued ordinary share capital of the Company (whether by way of a
capitalization of profits or reserves or rights issue, reduction, subdivision,
consolidation, distribution or otherwise) shall take place, then:
(a)
the class and/or number of Shares which are the subject of an Award to the
extent not yet Vested; and/or
(b)
the class and/or number of Shares in respect of which future Awards may be
granted under the Plan,
shall be adjusted in such manner as the Committee may determine to be appropriate,

provided that no adjustment shall be made if as a result, the Participant receives a
benefit that a shareholder of the Company does not receive.
9.2
Unless the Committee considers an adjustment to be appropriate, the issue of

securities as consideration for an acquisition or a private placement of securities, or
the cancellation of issued Shares purchased or acquired by the Company by way of a
market purchase of such Shares undertaken by the Company on the Singapore
Exchange during the period when a share purchase mandate granted by shareholders
of the Company (including any renewal of such mandate) is in force, shall not normally
be regarded as a circumstance requiring adjustment.
9.3
Notwithstanding the provisions of Rule 9.1, any adjustment (except in relation to a

capitalization issue) must be confirmed in writing by the Auditors (acting only as
experts and not as arbitrators) to be in their opinion, fair and reasonable.
9.4
Upon any adjustment required to be made pursuant to this Rule 9, the Company shall
notify the Participant (or his duly appointed personal representatives where applicable)
in writing and deliver to him (or his duly appointed personal representatives where
applicable) a statement setting forth the class and/or number of Shares thereafter to
be issued or transferred on the Vesting of an Award. Any adjustment shall take effect
upon such written notification being given.
10.
ADMINISTRATION OF THE PLAN
10.1
The Plan shall be administered by the Committee in its absolute discretion with such
powers and duties as are conferred on it by the board of directors of the Company,
provided that no member of the Committee shall participate in any deliberation or
decision in respect of Awards to be granted to him or held by him.
10.2
The Committee shall have the power, from time to time, to make and vary such
arrangements, guidelines and/or regulations (not being inconsistent with the Plan) for
the implementation and administration of the Plan, to give effect to the provisions of
the Plan and/or to enhance the benefit of the Awards and the Released Awards to the
Participants, as it may, in its absolute discretion, think fit. Any matter pertaining or
pursuant to the Plan and any dispute and uncertainty as to the interpretation of the
Plan, any rule, regulation or procedure thereunder or any rights under the Plan shall be
determined by the Committee.
I-8
10.3
Neither the Plan nor the grant of Awards under the Plan shall impose on the Company
or the Committee or any of its members any liability whatsoever in connection with:
(a) the lapsing of any Awards pursuant to any provision of the Plan; (b) the failure or
refusal by the Committee to exercise, or the exercise by the Committee of, any
discretion under the Plan; and/or (c) any decision or determination of the Committee
made pursuant to any provision of the Plan.
10.4
Any decision or determination of the Committee made pursuant to any provision of the
Plan (other than a matter to be certified by the Auditors) shall be final, binding and
conclusive (including for the avoidance of doubt, any decisions pertaining to disputes
as to the interpretation of the Plan or any rule, regulation or procedure hereunder or as
to any rights under the Plan). The Committee shall not be required to furnish any
reasons for any decision or determination made by it.
11.
NOTICES AND COMMUNICATIONS
11.1
Any notice required to be given by a Participant to the Company shall be sent or made
to the registered office of the Company or such other addresses (including electronic
mail addresses) or facsimile number, and marked for the attention of the Committee,
as may be notified by the Company to him in writing.
11.2
Any notices or documents required to be given to a Participant or any correspondence

to be made between the Company and the Participant shall be given or made by the
Committee (or such person(s) as it may from time to time direct) on behalf of the
Company and shall be delivered to him by hand or sent to him at his home address,
electronic mail address or facsimile number according to the records of the Company
or the last known address, electronic mail address or facsimile number of the
Participant.
11.3
Any notice or other communication from a Participant to the Company shall be

irrevocable, and shall not be effective until received by the Company. Any other notice
or communication from the Company to a Participant shall be deemed to be received
by that Participant, when left at the address specified in Rule 11.2 or, if sent by post,
on the day following the date of posting or, if sent by electronic mail or facsimile
transmission, on the day of despatch.
12.
MODIFICATIONS TO THE PLAN
12.1
Any or all the provisions of the Plan may be modified and/or altered at any time and
from time to time by a resolution of the Committee, except that:
(a)
no modification or alteration shall alter adversely the rights attached to any

Award granted prior to such modification or alteration except with the consent in
writing of such number of Participants who, if their Awards were Released to
them upon the Performance Conditions for their Awards being satisfied in full,
would become entitled to not less than three-quarters in number of all the
Shares which would fall to be Vested upon Release of all outstanding Awards
upon the Performance Conditions for all outstanding Awards being satisfied in
full;
(b)
the definitions of Group Executive, Group Executive Director, Participant,

Performance Period and Release Schedule and the provisions of Rules 4, 5,
6, 7, 8, 9, 10 and this Rule 12 shall not be altered to the advantage of
Participants except with the prior approval of the Companys shareholders in
general meeting; and
(c)
no modification or alteration shall be made without the prior approval of the

Singapore Exchange and such other regulatory authorities as may be
necessary.
I-9
For the purposes of Rule 12.1(a), the opinion of the Committee as to whether any
modification or alteration would adversely affect the rights attached to any Award shall
be final, binding and conclusive.
For the avoidance of doubt, nothing in this Rule 12.1 shall affect the right of the
Committee under any other provision of the Plan to amend or adjust any Award.
12.2
Notwithstanding anything to the contrary contained in Rule 12.1, the Committee may at
any time by resolution (and without other formality, save for the prior approval of the
Singapore Exchange) amend or alter the Plan in any way to the extent necessary or
desirable, in the opinion of the Committee, to cause the Plan to comply with, or take
into account, any statutory provision (or any amendment or modification thereto,
including amendment of or modification to the Act) or the provision or the regulations
of any regulatory or other relevant authority or body (including the Singapore
Exchange).
12.3
Written notice of any modification or alteration made in accordance with this Rule 12
shall be given to all Participants.
13.
TERMS OF EMPLOYMENT UNAFFECTED

The terms of employment of a Participant shall not be affected by his participation in
the Plan, which shall neither form part of such terms nor entitle him to take into
account such participation in calculating any compensation or damages on the
termination of his employment for any reason.
14.
DURATION OF THE PLAN
14.1
The Plan shall continue to be in force at the discretion of the Committee, subject to a
maximum period of ten (10) years commencing on the Adoption Date, provided always
that the Plan may continue beyond the above stipulated period with the approval of the
Companys shareholders by ordinary resolution in general meeting and of any relevant
authorities which may then be required.
14.2
The Plan may be terminated at any time by the Committee or, at the discretion of the
Committee, by resolution of the Company in general meeting, subject to all relevant
approvals which may be required and if the Plan is so terminated, no further Awards
shall be granted by the Committee hereunder.
14.3
The expiry or termination of the Plan shall not affect Awards which have been granted
prior to such expiry or termination, whether such Awards have been Released
(whether fully or partially) or not.
15.
TAXES
All taxes (including income tax) arising from the grant or Release of any Award granted
to any Participant under the Plan shall be borne by that Participant.
16.
COSTS AND EXPENSES OF THE PLAN
16.1
Each Participant shall be responsible for all fees of CDP relating to or in connection
with the issue and allotment or transfer of any Shares pursuant to the Release of any
Award in CDPs name, the deposit of share certificate(s) with CDP, the Participants
securities account with CDP, or the Participants securities sub-account with a
Depository Agent.
16.2
Save for the taxes referred to in Rule 15 and such other costs and expenses expressly
provided in the Plan to be payable by the Participants, all fees, costs and expenses
I-10
incurred by the Company in relation to the Plan including but not limited to the fees,
costs and expenses relating to the allotment and issue, or transfer, of Shares pursuant
to the Release of any Award shall be borne by the Company.
17.
DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained, the Committee and the Company
shall not under any circumstances be held liable for any costs, losses, expenses and
damages whatsoever and howsoever arising in any event, including but not limited to
the Companys delay in issuing, or procuring the transfer of, the Shares or applying for
or procuring the listing of new Shares on the Singapore Exchange in accordance with
Rule 7.1.3.
18.
DISCLOSURES IN ANNUAL REPORTS

The following disclosures (as applicable) will be made by the Company in its annual
report for so long as the Plan continues in operation:
(a)
the names of the members of the Committee administering the Plan;
(b)
in respect of the following Participants of the Plan:

(i)
directors of the Company;
(ii)
Controlling Shareholders and their Associates; and
(iii)
Participants (other than those in paragraphs (i) and (ii) above) who have
received Shares pursuant to the Release of Awards granted under the
Plan which, in aggregate, represent five (5) per cent. or more of the
aggregate of the total number of Shares available under the Plan,
the following information:

(aa)
the name of the Participant;
(bb)
the number of new Shares issued and the number of existing Shares
transferred
to such Participant during the financial year under review; and

(c)
in relation to the Plan, the following particulars:

(i)
the aggregate number of Shares comprised in Awards granted under the

Plan since the commencement of the Plan to the end of the financial
year under review;
(ii)
the aggregate number of Shares comprised in Awards which have

Vested under the Plan during the financial year under review and in
respect thereof, the proportion of:
(1)
new Shares issued; and
(2)
existing Shares transferred and where existing Shares were

purchased for delivery, the range of prices at which such Shares
were purchased,
upon the Release of the Vested Awards granted under the Plan; and
I-11
(iii)
19.
the aggregate number of Shares comprised in Awards granted under the

Plan which have not been Released, as at the end of the financial year
under review.
DISPUTES
Any disputes or differences of any nature arising hereunder shall be referred to the
Committee and its decision shall be final and binding in all respects.
20.
ABSTENTON FROM VOTING

Shareholders who are eligible to participate in the Plan must abstain from voting on
any resolution relating to the Plan.
21.
GOVERNING LAW
The Plan shall be governed by, and construed in accordance with, the laws of the
Republic of Singapore. The Participants, by accepting grants of Awards in accordance
with the Plan, and the Company submit to the exclusive jurisdiction of the courts of the
Republic of Singapore.
22.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, CHAPTER 53B

No person other than the Company or a Participant shall have any right to enforce any
provision of the Plan or any Award by the virtue of the Contracts (Rights of Third
Parties) Act, Chapter 53B of Singapore.
I-12
APPENDIX JMATERIAL PROPERTIES AND FIXED ASSETS

Properties
The following table summarizes the information relating to the properties which we own or to
which we hold land use rights, as at the Latest Practicable Date:
Location
Approximate
Land Area (m2)
Tenure / Expiry Date
Usage
Encumbrance
Indonesia
Medan Feedmill and Aquafeedmill
Jl. Tanjung Morawa KM.
12,8 Dusun IVBangunsari,
Tanjung Morawa,
Deli Serdang,
North Sumatera
104,139 m2 Ranging from

September 24,
2024 to
November 14,
20331
Feedmill and
Aqua-feedmill
Partial Mortgage
Lampung Feedmill and

Breeder-feedmill
Jl. Ir. Sutami Km 18,2
Lematang, Tanjung
Bintang Lampung
176,020 m2 June 8 and 9,

20241
Feedmill and
Breeder
Feedmill
Mortgage
Tangerang Feedmill
Jl. Raya Serang Km14,2
Dukuh, Cikupa,
District Tangerang,
Banten
58,445 m2 March 27, 2017
Feedmill
Mortgage
Cirebon Feedmill
Jl. Buyut No. 80 dan Jl. A.
Yani No. 31, Pegambiran,
Lemahwungkuk Cirebon,
West Java
83,953 m2 Ranging between

February 5, 2016
to November 30,
20301
Feedmill
Mortgage
Sragen Feedmill
Jl. Raya Duyungan Km 4,5,
Duyungan Sidoharjo,
District Sragen, Central Java.

September 24,
2023 to
February 11,
20391
Feedmill
Mortgage
Sidoarjo Feedmill, Breederfeedmill and Aqua-feedmill

Jl. HRM. Mangundiprodjo Km
3,5 Banjarkemanten District
Sidoarjo 61252, East Java

November 1, 2015
to October 18,
20351
Feedmill,
Mortgage
Breeder feedmill
and Aquafeedmill
Gedangan Feedmill
Jl. Raya Tebel Km 3,8
Gedangan, District Sidoarjo
61254, East Java
38,435 m2 July 13, 2020
Feedmill
Mortgage
Makassar Feedmill
Jl. Ir. Sutami Km 17, Pai,
Biring Kanaya, Makassar,
South Sulawesi
31,651 m2 September 24,

20142
Feedmill
Mortgage
Title to or land use rights in respect of certain of these properties is / are comprised in several land certificates, and the
applicable expiry date is set out in the relevant land certificate
Land certificate in the process of renewal
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Location
Approximate
Land Area (m2)
Usage
Encumbrance
Grobogan Feedmill Jl.

Raya Semarang-Purwodadi
Km 40, Harjowinangun,
Godong, District Grobogan,
Central Java

August 8, 2036 to
April 13, 20411
Feedmill
Mortgage
Bati-Bati Feedmill
Jl. A. Yani Km 35, Nusa
Indah, Bati-Bati, Tanah Laut,
South Kalimantan
43,241 m2 May 20, 2037
Feedmill
Mortgage
Padang Feedmill
Jl. Kawasan Industri Padang
Kav NS 10, Kasang; Batang
Anai, District Padang
Pariaman, West Sumatera

2028
Feedmill
Mortgage
Surabaya Feedmill
Jl. Margomulyo No. 36-38,
Surabaya City, East Java

September 24,
2025 to April 13,
20281
Feedmill
Mortgage
Feedmill
Mortgage
Cikande Serang Feedmill

Jl. Raya Rangkas Bitung Km
4, Gabus, District Cikande,
Serang, Banten
154,429 m2 June 24, 2035
Purwakarta Breederfeedmills
Jl. Purwakarta-Subang Km
8. Cibatu, District
Purwakarta, West Java
42,058 m2 January 10, 2042
Breeder
Feedmill
Mortgage
Banyuwangi Aqua-feedmill
Jl. Gatot Subroto No. 100,
Subdistrict Klatak, District
Banyuwangi, East Java.

September 24,
2022 to
September 9,
20301
Aqua-feedmill
Mortgage
Cirebon Aqua-feedmill
Mundupesisir, Cirebon, West
Java

2029
Aqua-feedmill
Nil
Lampung Aqua-feedmill
Jl. Raya Trans Sumatera,
Lampung.
44,200 m2 June 18, 2039
Aqua-feedmill
Mortgage
Gresik Aqua-feedmill
Manyarejo, Manyar, Gresik,
East Java
59,482 m2 November 27,

2041
Aqua-feedmill
Mortgage
Cibadak Food Processing

Factory
Cibadak Village, Subdistrict
Cikupa, District Tangerang,
Banten
34,130 m2 July 28, 2027
Consumer Food Mortgage

Processing
Randusari Food Processing

Factory
Randusari Village,
Subdistrict Teras, District
Boyolali, Central Java
9,999 m2 January 29, 2040
J-2

processing
Location
Encumbrance

Processing
Negri Sakti Food

Processing Factory
Negeri Sakti Village,
Subdistrict Gedong Tataan,
District Pesawaran,
Lampung
76,730 m2 January 21, 2027

processing
UHT Flavor Milk

Processing Factory
Sudimoro Village, Subdistrict
Teras, District Boyalali,
Central Java
23,837 m2 Not applicable3
Consumer Food Nil4

Processing
Bontomatene Village,
Subdistrict Mandai, District
Maros5
54,827 m2 April 25, 2033

Processing
Malang Dairy Farm and

Processing factory
Balesari Village, Ngajum
Sub-district, Malang
Regency, East Java
Province
446,286 m2 October 27,

2024
December 28,
2040
Dairy Farm
Mortgage
LampungBekri Feedlot
Bumi Aji Village, Subdistrict
Anak Tuha, District Central
Lampung, Lampung.

April 16, 2023 to
September 24,
20251
Beef Feedlot
Mortgage
4,260,370 m2 Ranging from

August 28, 2027
to December 1,
2032
Beef Feedlot
and Breedlot
Mortgage

Beef Feedlot
December 11,
2012 to
August 24, 20301,6
Mortgage
Situbondo Feedlot
Krajan RT3, RW 7,
Sumberejo Village,
Subdistrict Banyuputih,
District Situbondo, East Java
Usage
63,965 m2 January 11, 2025
Probolinggo Feedlot
Wringin Anom Village,
Subdistrict Tongas, District
Probolinggo, East Java
Semambung Food
Processing Factory
Semambung Village,
Subdistrict Wonoayu, District
Sidoarjo, East Java
Lampung Jabung Feedlot

Negara Batin Village,
Subdistrict Jabung, District
East Lampung, Lampung
Approximate
Land Area (m2)
37,913 m2 January 12, 2040
Beef Feedlot
Nil
In the process of converting land title to Right to Build Certificate. The tenure/expiry date will be known upon the issue of
the Right to Build Certificate
Although there is no current encumbrance, this land will be mortgaged upon the issuance of the Right to Build Certificate
Construction is currently in progress, with the estimated date of commencement of production in the third quarter of 2014
Land certificates in the process of renewal
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Location
Approximate
Land Area (m2)
Usage
Encumbrance
Vietnam
Huong Canh Feedmill
Huong Canh Township, Binh
Xuyen District, Vinh Phuc
Province
Thai Binh Feedmill
Phuc Khanh Industrial Parks,
Thai Binh City,Thai Binh
Province
84,484 m October 20, 2048
23,236.1 m 2029
Feedmill
Mortgage
Feedmill
Mortgage7
Dan Son Feedmill

Dan Son Village, Ky Son
District, Hoa Binh District
43,969m June 23, 2061
Feedmill
Mortgage
Binh Thuan Feedmill

Dong Ha Commune, Duc
Linh District, Binh Thuan
province
77,471 m November 24,

2054
Feedmill
Mortgage
Long An Feedmill
Nhut Chanh Commune, Ben
Luc District, Long An
province
76,774 m Ranging from

September 9,
2033 to
September 9,
20531
Feedmill
Nil
Swine great
grandparent
farm
Mortgage
Swine Great GrandParent

Farm
Hon Quang, Binh Phuoc
280,529.1 m June 10, 2053
Binh Duong
Consumer Food Factory
Dong An 2 Industrial Park,
Thu Dau Mot Town, Binh
Duong Province
16,888 m May 14, 2056

processing
India
Vaishali Feedmill
Village Chakjado, Taluka
Patepur, District Vaishali,
Bihar
41,601.6 m Freehold
Feedmill
Mortgage
Kondamadugu Feedmill
Survey no. 579, 580 & 581
situated at Kondamadugu
Village Bibinagar Mandal,
Nalgonda, Andhra Pradesh
22,257.7 m Freehold
Feedmill
Memorandum of
Entry
(Mortgage)
Mortgage of assets attached to the land.
J-4
The following table summarizes the information relating to the buildings8 we own in the PRC,
as at the Latest Practicable Date:
Location
Built-up Area (sq m)
Usage
Encumbrance
DYAA Dairy Farm

North of Guangqing Road, Dingzhuang Town,
Guangrao County
209,825 m
Dairy Farm
Nil
TAAA Dairy Farm

North of Zhangling Village, west of Xipian Village, east
of Mulin Village
240,001 m
Dairy Farm
Nil
DXAA Dairy Farm

South of Zhendong Road, Xianhe Town, Hekou
District
267,751 m
Dairy Farm
Nil
DSAA Dairy Farm9

North of Zhendong Road, Xianhe Town, Hekou
District
360,300 m
Dairy Farm
Nil
The following table summarizes the information relating to properties that we lease from third
parties, as at the Latest Practicable Date:
Location
Land Area /
Built-up Area
Lease Term
Usage
Rental per annum
PRC
DYAA Dairy Farm
North of Yongqing
Road, Southeast of
Southeast sloping
village
495,720 m
August 10, 2009 to

August 9, 2049
Dairy Farm
RMB152,000
TAAA Dairy Farm

North of Zhangling
Village, west of Xipian
Village, east of Mulin
Village
884,180 m
March 16, 2011 to

March 15, 205110
Dairy Farm
The rental of first five

years is RMB 500/mu
per year. The rental of
6th to 10th year is
RMB 600/mu per year.
From the 11th year, the
rental is RMB 1,000/mu
per year.
DXAA Dairy Farm

South of Zhendong
Road, Xianhe Town,
Hekou District
1,102,000 m
April 14, 2011 to

April 13, 2051
Dairy Farm
RMB 396,720
DSAA Dairy Farm11

North of Zhendong
Road
Xianhe Town, Hekou
District
1,008,000 m
April 14, 2013 to

April 13, 2052
Dairy Farm
RMB 362,880
9
10
11
Buildings include, where applicable, cowbarns, sewage treatment facilities, administrative buildings, milking parlours and
storage facilities
Operations have partially commenced.
Affected by incomplete supporting documents supporting the lessors right to grant such lease. Please refer to the risk
factor entitled Risk FactorsRisk relating to our Business and OperationsOur title and leasehold rights over certain of
the land we use may be subject to significant legal uncertainties and defectThe PRC
Operations have partially commenced.
J-5
Location
Land Area /
Built-up Area
Lease Term
Usage
Rental per annum
DSAA Dairy Farm

Dongying City, Hekou
District, Xinhu Town
1,536,054 m
January 1, 2014 to
December 31,
2053
Dairy Farm
RMB 150/mu per year

for the first two years,
RMB 281/mu per year
for the third year,
RMB 372/mu per year
for the fourth and fifth
year, RMB 718/mu per
year from the sixth to
10th year, RMB 823/mu
per year from the 11th to
15th year and
RMB 1273/mu per year
from the 16th to 40th
year.
Yihe-Hekou Feedlot
North-eastern part of
Hekou District
2,094,667 m
March 31, 2013

to March 30, 2053
Beef
Feedlot
RMB 260/mu per year

for the first to the third
year; RMB 370 /mu per
year for the fourth and
fifth year. Commencing
from the sixth year, the
rate of the rental shall
increase by 15% for
every five year
India
Supa Feedmill
Plot No A-11, Supa
Parner Growth Centre
(Industrial) Area,
Taluka Parner, District
Ahmednagar, State
Maharashtra
104,400 m
95 years
commenced
November 19,
1999
Feedmill
Rs 1
Kharagpur Feedmill
Mouza Kaliakunda
J.B No 64 and
Sadatpur JL NO 89
Kharagpur, District
Midnapur comprising
of plot no.3 (part) and
plot not.4 (part)
41,874 m
99 years
commenced
July 14, 2004
Feedmill
Rs 41,784
48 months,
expiring on
December 31,
201412
Feedmill
Rs 2,400,000 for 2014

Rs 2,690,000 for 2015
Siliguri Feedmill
Plot No 31-B, 31-C,
31-D & 31-F,
Dabgram Industrial
Estate, Fulbari,
Siliguri (Jalpaiguri)
12
2,378.68 m
Extended for a further period of one year to December 31, 2015
J-6
Location
Land Area /
Built-up Area
Lease Term
Usage
Rental per annum
Australia
Northern Territory
Cattle Ranch
Inverway Station and
Riveren, 14566 and
9564 Buntine Hwy
Buchanan, Northern
Territory, Australia
3,085 km2 Perpetual
Beef
Feedlot
A$51,336
59,311 m
30 years from
January 1, 2014
Feedmill
US$177,258.60 with a
maximum upward
adjustment of 15% per
five years
592.00 m
(1) Period of
three (3) years
commencing
on January 22,
2012 and
expiring on
January 21,
2015
Office
(1) S$657,620.40
Myanmar
Plot 185,186,187,188,
201,202,203 and 204
Myaung Dagar
Industrial Zone,
Hmawbi Township,
Yangon
Singapore
391B Orchard Road
#18-07 to #18-10
Ngee Ann City Tower
B Singapore 238874
(2) S$734,087.76
(2) Period of
three (3) years
commencing
on January 22,
2015 and
expiring on
January 21,
2018.
Save as disclosed in the section entitled Risk Factors and Appendix CRegulation, there
are currently no regulatory requirements or environmental issues that may materially affect
the Groups utilization of the above properties.
Save as disclosed in this Prospectus (including the above notes in this Appendix J) and in
respect of renewals of land titles and licenses in the ordinary course of business, the Group
has obtained the relevant material land titles and required material licenses for its business
operations in respect of the material properties and fixed assets in Indonesia listed in this
Appendix J.
J-7
J-8
Banyuwangi, Indonesia
Banyuwangi Aqua-feedmill
15,600,000 kg
312,000,000 kg
216,000,000 kg
240,000,000 kg
337,800,000 kg
228,000,000 kg
456,000,000 kg
156,000,000 kg
144,000,000 kg
90,000,000 kg
75,600,000 kg
180,000,000 kg
120,000,000 kg
312,000,000 kg
84,000,000 kg
46,000 ,000 kg
15,60 ,000 kg
312,000,000 kg
216,000,000 kg
240,000,000 kg
337,800,000 kg
228,000,000 kg
456,000,000 kg
156,000,000 kg
144,000,000 kg
90,000,000 kg
180,000,000 kg
180,000,000 kg
120,000,000 kg
312,000,000 kg
60,000,000 kg
84,000,000 kg
46,000,000 kg
15,600,000 kg
312,000,000 kg
306,000,000 kg
240,000,000 kg
337,800,000 kg
228,000,000 kg
456,000,000 kg
216,000,000 kg
262,800,000 kg
180,000,000 kg
180,000,000 kg
180,000,000 kg
168,000,000 kg
312,000,000 kg
60,000,000 kg
138,000,000 kg
156,000,000 kg
-4
72%
110%
83%
77%
78%
106%
107%
90%
68%
48%
54%
53%
59%
59%
46%
114.70%
70.13%
66%
108%
85%
66%
69%
111%
93%
71%
3%
100%
51%
51%
55%
46%
102.64%
65.18%
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Poultry Feed
Product
-4 Aqua-feed
82.99% Aqua-feed
71%
71%
85%
94%
82%
91%
53%
49%
46%
55%
66%
55%
75%
57%
46%
58%
Estimated average utilization rate

In the case of feedlots and dairy farms,
estimated average production rate
FY2011
FY2012
FY2013
The capacity of the Indonesia feedmills are calculated based on the assumption of 25 working days per month and designed machine output. Where the utilization exceeded 100%, the relevant
feedmills were operating in excess of 25 working days per month.
The capacity of the Indonesia consumer food factories are calculated based on assumption of production of 80% of installed capacity, 21 working hours per day and 30 working days per month
The capacity of the UHT flavour milk processing, pasteurized milk processing, UHT milk processing factories are calculated based on the assumption of 16 hours of filling time per day and
25 working days per month
Sidoarjo Aqua-feedmill relocated to Gresik Aqua-feedmill
Medan, Indonesia
Lampung, Indonesia
Tangerang, Indonesia
Cirebon, Indonesia
Sragen, Indonesia
Sidoarjo, Indonesia
Sidoarjo, Indonesia
Makassar, Indonesia
Grobogan, Indonesia
Bati-bati, Indonesia
Padang, Indonesia
Surabaya, Indonesia
Cikande, Indonesia
Lampung, Indonesia
Sidoarjo, Indonesia
Purwakarta, Indonesia
Sidoarjo, Indonesia
Location
Medan Feedmill
Lampung Feedmill
Tangerang Feedmill
Cirebon Feedmill
Sragen Feedmill
Sidoarjo Feedmill
Gedangan Feedmill
Makassar Feedmill
Grobogan Feedmill
Bati-bati Feedmill
Padang Feedmill
Surabaya Feedmill
Cikande Serang Feedmill
Lampung Breeder-feedmill
Sidoargo Breeder-feedmill
Purwakarta Breeder-feedmill
Sidoarjo Aqua-feedmill
Indonesia1 2 3
Facility
Estimated annual maximum production capacity

estimated annual designed capacity
FY2011
FY2012
FY2013
The following table summarizes the details of our facilities and their production/designed capacity and utilization/production rates, for the three most
recent completed financial years:
PRODUCTION FACILITIES AND UTILIZATION RATES
J-9
Boyolali, Central Java,

Indonesia
Gunung Kawi, Malang

Indonesia
Gunung Kawi, Malang

Indonesia
UHT Flavor Milk

Processing Factory
Pasteurized Milk
Processing Factory
UHT Milk Processing

Factory
9,600,000 litres
28,800,000 litres
5,184,000 kg
8,640,000 kg
864,000 kg5
79,200,000 kg
58,800,000 kg
80,400,000 kg
-4
23,214,096 kg
9,600,000 litres
28,800,000 litres
8,640,000 kg
8,640,000 kg
10,368,000 kg
79,200,000 kg
58,800,000 kg
80,400,000 kg
-4
32,545,296 kg
14,400,000 kg
17,280,000 kg
30,240,000 kg
79,200,000 kg
58,800,000 kg
80,400,000 kg
84,000,000 kg
29,388,730 kg
14,400,000 litres
28,800,000 litres
10,500,000 litres6
The food processing factory in Boyalali, Central Java, Indonesia commenced operation in December 2011
The UHT flavour milk processing in Boyalali, Central Java, Indonesia commenced operation in October 2013
Peswaran, Lampung
Selatan, Indonesia
Sidoarjo, East Java,

Indonesia
Semambung Food
Processing Factory
Negri Sakti Food

Processing Factory
Boyolali, Central Java,

Indonesia
Randusari Food
Processing Factory
Location
Cirebon, Indonesia
Lampung, Indonesia
Medan, Indonesia
Gresik, Indonesia
Tangerang Banten,
Indonesia
Cirebon Aqua-feedmill
Lampung Aqua-feedmill
Medan Aqua-feedmill
Gresik Aqua-feedmill
Cibadak Food
Processing Factory
Facility

FY2011
FY2012
FY2013
90%
55%
99.7%
96.7%
37.2%
62.54%
43.88%
76.40%
-4
98.7%
90%
67%
57.9%
97.1%
79.3%
62.14%
51.85%
75.36%
-4
45.1%
53%
80%
26.7%
59.2%
82.5%
82.3%
63.19%
67.01%
68.08%
66.39%
59.0%

FY2011
FY2012
FY2013
Product
Aqua-feed
Aqua-feed
Aqua-feed
Aqua-feed
Frozen, chilled
and ambient
temperature
products
Ambient
temperature
products
Ambient
temperature
products
Ambient
temperature
products
Real Good
Tetra Fino
Aseptic pack
Greenfields
pasteurized
milk 1000 mL,
2000 ml,
500 mL, 236 ml
and 200 mL
UHT milk 1 litre
J-10
Vinh Phuc Province,

Vietnam
Thai Binh Province,
Vietnam
Hoa Binh District,
Vietnam
Binh Thuan, Vietnam
Long An, Vietnam
Binh Phuoc, Vietnam
160,000 kg
300,000 kg
15,000 heads
1,100 heads
12,000 heads
12,400 heads
1,100 heads
11,500 heads
144,500 tons
80,000 tons
180,000 tons
680 sows
162,000 tons
168,000 tons
15,000 heads
15,000 heads
154,500 tons
25,000 heads
22,000 heads
240,000 tons
180,000 tons
680 sows
37,500 tons
162,000 tons
168,000 tons
15,000 heads
1,100 heads
12,000 heads
15,000 heads
25,000 heads
18.800.000 litres 18.800.000 litres 14.400.000 litres
160,000 kg
75%
74%
111%
50%
60%
95%
10%
70.66%
65.56%
45.00%
50%
85%
59%
82%
112%
41%
57%
95%
30%
Product
72.06% Animal Feed

70.42% Animal Feed
96.76% Grandparent
Gilt
35% Animal Feed
50% Animal Feed
88% Animal Feed
40% Cattle
54% Cattle
101% Cattle
11% Cattle
50% Mozzarella
block 1 kg,
200 gram and
bocconcinni
33 gram
76% Real Good
Tetra Fino
Aseptic pack
46% Cattle

FY2011
FY2012
FY2013
Ceased operations in September 2013 and operations were transferred to UHT flavour milk processing in Boyalali, Central Java, Indonesia
The capacity of the Vietnam feedmills are calculated based on assumption of 20 working hours per day and 25 working days per month.
The capacity of the Vietnam consumer food factory is calculated based on assumption of production of 80% of installed capacity, 21 working hours per day and 25 working days per month.
Binh Thuan, Feedmill

Long An, Feedmill
Swine Great Grandparent
farm
Dan Son Feed Mill
Phuc Khanh Feed Mill
Huong Canh Feed Mill
Lampung Bekri,
Indonesia
Lampung Jabung Feedlot Lampung Jabung,
Indonesia
Probolinggo Feedlot
Probolinggo, Indonesia
Situbondo Feedlot
Situbondo, Indonesia
Lampung Jabung Breedlot Lampung Jabung,
Indonesia
Vietnam8 9
LampungBekri Feedlot
Gunung Kawi, Malang

Indonesia
UHT flavour milk

Processing Factory7
Location
Gunung Kawi, Malang

Indonesia
Mozzarella cheese
Processing Factory
Facility

FY2011
FY2012
FY2013
J-11
Location
Binh Duong Province
13
12
11
10
Supa, India
Kharagpur, India
Northern territory,
Australia
96,000 kg
90,000 kg
96,000 kg
97,500 kg
6,000 heads
5,800 heads
6,652,000 kg
5,800 heads
64,500 kg10
138,000 kg
120,000 kg
45,000 heads
10,000 heads
6,000 heads
6,000 heads
5,800 heads
6,652,000 kg
1.99%
67.4%
82.4%
Product
Ambient
temperature
products
92.41% Milk
(5,360 heads)
6.7%
64.4%
92.3%
Cattle
42.9% Poultry Feed

69.8% Poultry Feed
99% Cattle
32.22% Milk
(1,933 heads)
27.65%12
79.67% Milk
(1,659 heads) (4,7802 heads)
35.28%12
79.24%
(2,046 heads) (4,596 heads)
16.72%

FY2011
FY2012
FY2013
Commenced operations only for 2 months of 2011.

The capacity of PRC dairy farms is the maximum daily milking cow capacity which is based on equipment and farm design.
The average number of milking cows is typically low at inception but will gradually increase as the farm matures.
The capacity of the India feedmills are calculated based on assumption of 20 working hours per day and 25 working days per month.
Supa Feedmill
Kharagpur Feedmill
India13
Northern Territory
Feedlot
North of Yongqing
Road, Southeast of
Southeast sloping
village, PRC
TAAA Dairy Farm
North of Zhangling
Village, west of
Xipian Village, east
of Mulin Village, PRC
DXAA Dairy Farm
South of Zhendong
Road, Xianhe Town,
Hekou District, PRC
Yihe- Hekou Feedlot Yihe- Hekou, PRC
(under
construction)
Australia
DYAA Dairy Farm
Binh Duong
Consumer Food
Factory
PRC11
Facility

FY2011
FY2012
FY2013
J-12
14
Location
Siliguri, India
Vaishali, India
Kondamadugu, India
The Vaishali Feedmill had began operations in May 2013
Siliguri Feedmill
Vaishali Feedmill
Kondamadugu Feedmill
Facility
12,000 kg
48,000 kg
12,000 kg
48,000 kg
12,000 kg
12,000 kg
48,000 kg

FY2011
FY2012
FY2013
58.1%
19.6%
87.2%
23.1%
Product
78.8% Poultry Feed

40.8%14 Poultry Feed
36.8% Poultry Feed

FY2011
FY2012
FY2013
K-1
1.
No.
Licencee
All Indonesian
subsidiaries
Indonesia
Issuing Authority
All relevant premises Head of local

Environmental
Monitoring Effort and
Environmental
Management Effort
Licenced Premise /
Location
Nature of Approval, Licence and/or Permit
Businesses which operate

shrimp ponds must take into
account the environmental
impact which might occur as
a result of such activities.
Such businesses are
required to prepare an
Environmental Management
Efforts Report or an
Environmental Monitoring
Efforts Report, which are
aimed at ensuring that
businesses are not carrying
Valid for so long there have

Environmental license
been no changes to its
A company which carries on
operational activities which may
animal feed production
have an environmental impact
activities must prepare an
Environmental Monitoring
Efforts Report or an
Environmental Management
Efforts Report, as a
prerequisite to an application
for an Industrial Business
License. The objective of
environmental licenses is to
ensure that industry
activities are not conducted
in a manner that may be
harmful to the environment
Licence No. / Effective Period
Equity and other

Material Conditions
This Appendix K sets out key details of the material approvals, licences and permits in respect of our businesses in our key operating jurisdictions.
APPENDIX KMATERIAL LICENSES AND PERMITS
K-2
PT Bumiasri Lestari
5.
Lamongan Village
RT.10/RW.03,
Arjuna District,
Situbondo Regeny,
East Java
PT AustAsia Stockfeed Negara Batin

Village, Jabung
District, East
Lampung Regency,
Bandar Lampung
4.
Head of Situbondo
marine fisheries office
Head of Environmental
Monitoring Effort and
Environmental
Management Effort of
East Lampung
PT Greenfields
All relevant premises Indonesian Council of
Indonesia and all
Ulama
companies engaged in
the processing industry
and/or distributorship
business, or which
utilizes a slaughter
house
Head of Indonesia
Investment
Coordinating Board
(BKPM)
Issuing Authority
3.
All of the units of PT

Japfa Comfeed
Indonesia Tbk and
its subsidiaries
Licenced Premise /
Location
PT Japfa Comfeed
Indonesia Tbk and its
subsidiaries
Licencee
2.
No.
out activities which may be

harmful to the environment.
Large shrimp ponds of over
50 hectares are required to
carry out an Environmental
Impact Assessment
Fisheries Business License

No. 523/403/431.21.1.4.3/2010
/ Valid till December 29, 2015
Decree No. 020/TP-UKL-UPL/

VII/2005 / Valid for as long as
PT AustAsia Stockfeed carries
out its business activity
Valid for two years as of its

issuance date, being October 3,
2012, provided that there have
been no changes on the
products ingredients and
production process
License for fisheries, shrimp farm

and aquaculture business
Environmental license for feedlot

and meat processing in Bandar
Lampung
Halal Certification to prove that

the products have met the halal
standard of Indonesian Council of
Ulama
Operational business license

Valid for as long as the
issued by BKPM for foreign direct
company runs its business
investments
activities as stipulated in its
license. Should there be no
expansion or amendment to the
terms in the business license,
the company is not obligated to
amend its license
Equity and other

Material Conditions
K-3
PT Ciomas Adisatwa
8.
Valid for as long as PT Ciomas

Adisatwa carries out such
business activity
Wisma Millenia 5th

Head of Cooperation,
floor, M.T. Haryono UMKM and Trading
Kav. 16 RT/RW 010/ Office of Jakarta
005, West Tebet
Sub District, Tebet
District, South
Jakarta
Health Certificate for Milk and Milk

Product
Certification for slaughter house
Slaughter house business license

for slaughter house in Makassar
Wholesale Class Trading

Wholesale Class Trading License
License No. 01666-04/PB/P/
to engage in wholesale trade of
1.824.271 / Valid for as long as chicken and chicken feed
PT Indojaya Agrinusa carries
out the business as stipulated in
this license
Director of Veterinary
Valid for so long as there have
Public Health and Post been no changes on the
Harvest
products ingredients and
production process
Head of local Farm

Office
11. PT Indojaya Agrinusa
Makassar Unit
Tabanan Unit
Bogor Unit
License No. 503/0479/SIUP-B/

13/KPAP, valid until October 2,
2014

for slaughter house in Tabanan
Regional Integrated
Industry business license No.
Capital Investment and 535/04/BPMPD/2009 / Valid
until January 30, 2015
Licensing Office of
Tabanan
Jalan Prof Ir. Sutami Mayor of Makassar

KM16-17, Komplek
Pergudangan 88,
Makassar
Jalan Raya Kabakaba, Br. Dauh Yeh,

Desa Kaba-kaba,
Kecamatan Kediri,
Kabupaten Tabanan
Equity and other

Material Conditions

for slaughter house in Bogor
License No. 503/831-Binus /

Currently being renewed
Issuing Authority
Jalan Raya Parung, Farm and Fishery

RT 02, RW 05,
Office of Bogor
Jampang Village,
Kecamatan
Kemang, Kabupaten
Bogor
Licenced Premise /
Location
10. PT Greenfields
Indonesia
PT Ciomas Adisatwa
PT Ciomas Adisatwa
7.
9.
PT Ciomas Adisatwa
Licencee
6.
No.
K-4
Kampar
Regency, Riau
All of the animal

feed business units
of PT Japfa
Comfeed Indonesia
Tbk
State Minister/Head of
Investment Board and
State-Owned
Enterprises
Deli Serdang
Regency,
North
Sumatera
16. PT Japfa Comfeed

Indonesia Tbk
Deputy of Investment
Services on behalf of
the Minister of Trade
and the Head of
Investment
Coordinating Board
Wisma Millenia 5th

floor, M.T. Haryono
Kav. 16 RT 010, RW
005, West Tebet
Sub District, Tebet
District, South
Jakarta
Ministry of Agriculture
Valid for 5 years from the dates

of issue
Industry and Farming Business

License No. 212/T/INDUSTRIPETERNAKAN/2000 / Valid for
as long as PT Indojaya
Agrinusa carries out the
business as stipulated in this
license
Producer Importer Identification

Number 090400831-B / Valid
for as long as PT Indojaya
Agrinusa carries out the
license
Animal Feed Registration

Certificate in relation to all animal
feed produced, imported, and/or
exported outside Indonesia
Industry and Farming Business

License to engage in animal feed
industry and hen breeding to
produce commercial chicken,
including domestic trading and
export
Importer license to import

aquafeed, animal feed, chicken
farming and chicken breeding
Equity and other

Material Conditions
Business license to engage in

wholesale trade of farm produce
and live animal
Regent of Deli Serdang Trading License No.

503.570/6042/02.13 /PB/CAB/
IX/2009 / Valid until September
2014
Gunung Rintih Unit
Regent of Deli Serdang Trading License No.

Trading license to engage in
503.570/5624/02.13/PB /CAB/
wholesale trade of farm produce
VIII/2011 / Valid for as long as
and live animal
PT Indojaya Agrinusa carries
this license
Issuing Authority
Licenced Premise /
Location
Medan- Tanjung
Morawa Km. 12,8,
Bangunsari Village,
Tanjung Morawa
District, Deli
Serdang Regency,
North Sumatera
Licencee
No.
K-5
Buleleng, Bali
Watukebo,
Banyuwangi, East
Java
20. PT Suri Tani Pemuka
Jl. Gatot Subroto,

Banyuwangi
Marine Affair and

Fisheries Agency of
Banyuwangi
Integrated Services
Office of Buleleng
Regency
Head of BKPM on
behalf of Minister of
Industry
Jl. Gatot Subroto 48, Head of Marine and

Bulusan Sub-district, Fishery Office of
Kalipuro District,
Banyuwangi Regency
Banyuwangi
Animal Feed Quality

Supervisory Office
Issuing Authority
Licenced Premise /
Location
All of the animal

feed business units
of PT Japfa
Comfeed Indonesia
Tbk
Licencee
17. PT Japfa Comfeed

Indonesia Tbk
No.
Industrial Business License

Industrial Business License to
No. 282/DJAI/IUT-1/Non PMA- product shrimp/fish food
PMDN/IX/93 / Valid for as long
as PT Suri Tani Pemuka carries
this license

No. 503/743/429.104/2007 /
Valid for as long as PT Suri
Tani Pemuka carries out the
license
Fisheries Business License to

engage in fisheries business field

No. 503-03/009/IUP/KPT/2009 / engage in fisheries business field
Valid for as long as PT Suri
Tani Pemuka carries out the
license
Fish Processing License

No. 523.3/1002/429.113/2012 /
Currently being renewed
Fish Processing License to

process fish into shrimp feed
Equity and other

Material Conditions
Animal Feed Quality Certificate

granted by the Animal Feed
Quality Examination Center under
the Ministry of Agriculture or
private accredited Animal Feed
Quality Examination Center
N.A.
K-6
24. PT Bhirawa Mitra

Sentosa
Surabaya, East Java Head of Trade and

Industry Office of
Surabaya
Wholeclass Trading License

Business License to engage in
No. 5855.A/436.6.11/2012/ Valid wholesale trade of beef products,
until June 14, 2017
dairy, eggs and chick
Business License to engage in

land transportation services

No. 503/741/429.104/2007 /
engage in fisheries business field
Valid for as long as PT Suri Tani
Pemuka carries out the
license
Surabaya, East Java Head of Transportation Public Transportation Business

Office of Surabaya
License No.
550.21/000036.6.8/2008/
No validity period
Marine Affair and

Fisheries Agency of
Banyuwangi
Issuing Authority
23. PT Bhirawa Mitra

Sentosa
Licenced Premise /
Location
Banyuwangi, East
Java
Licencee
No.
The
company
shall report
any
changes
The
company
shall submit
an annual
report on its
business
activities to
the issuing
authority
Equity and other

Material Conditions
K-7
Please refer to Note (1)

below

below
Certification relating to animal

(370503) Dong Fang
He Zi Di No. 20130007 epidemic prevention conditions
/ From April 1, 2013
without expiration date
The North of Guangqing Guangrao Water

Road, Guangrao County, Resource Bureau
Dongying
No. 168, Bingu Road, the Hekou Animal

east of Tiaohe, Yihe
Health Inspection
Town, Hekou District
Institute

North of Zhendong Road, Dongying Hekou
(370503) Dong Fang
epidemic prevention conditions
Xianhe Town, Hekou
Animal
He Zi Di 20140002 /
District, Dongying City,
Husbandry Bureau From January 3, 2014
Shandong Province, PRC
North of Zhendong Road, Shandong Animal (2014) Lu E020201 /

Xianhe Town, Hekou
Husbandry and
From May 12, 2014 to
District, Dongying City,
Veterinary Bureau May 11, 2017
Shandong Province, PRC
South of Zhendong
Dongying Hekou
(370503) Dong Fang
Road, Xianhe town,
Animal
He Zi No.20110021 /
Hekou District, Dongying Husbandry Bureau From August 6, 2013
City, Shandong Province
4. Dongying AustAsia
Modern Farm Co.
5. Dongying Japfa Beef

Co., Ltd.
6. Dongying Shenzhou
AustAsia Modern
Dairy Farm Co. Ltd
7. Dongying Shenzhou
AustAsia Modern
Dairy Farm Co. Ltd
8. Dongying Xianhe
AustAsia Modern
Lu Dong Guang Zi
(2010) No.75 / From
January 10, 2010 to
January 9, 2015
The North of Guangqing Guangrao Animal Lu 370523(2014)001 / License to purchase raw fresh milk
Road, Guangrao County, Husbandry Bureau From April 14, 2014 to
Dongying
April 13, 2016

below
Equity and other

Material Conditions

below

below
License for production and operation Please refer to Note (2)

of breeding livestock and poultry
below
License to abstract water

below
License for production and operation Please refer to Note (2)

of breeding livestock and poultry
below

Modern Farm Co.
Licence No. / Effective

Period
The North of Guangqing Shandong Animal (2013) Lu E050200 /

Road, Guangrao County, Husbandry Bureau From March 26, 2013
Dongying
to March 25, 2016
Issuing Authority
Modern Farm Co.
Licenced Premise /
Location
The North of Guangqing Guangrao Animal Guang Dong Fang He

Road, Guangrao County, Husbandry Bureau Zi Di 140001 / From
Dongying
January 8, 2014 to
January 7, 2015
Licencee
Modern Farm Co.,
Ltd.
No.
PRC
K-8
North of Zhangling
Village, west of Yiguo
Road, Bianyuan Town,
Feicheng City
North of Zhangling
Feicheng City
13. TaiAn AustAsia

Modern Dairy Farm
Co., Ltd.
Suite 47A2, 300 Huaihai

Zhong Road, Huangpu
District, Shanghai
11. Shanghai AustAsia

Food Co., Ltd.
12. TaiAn AustAsia

Modern Dairy Farm
Co., Ltd.
South of Zhendong
Road, Xianhe town,
Hekou District, Dongying
10. Dongying Xianhe

AustAsia Modern
Licenced Premise /
Location
South of Zhendong
Road, Xianhe town,
Hekou District, Dongying
Licencee
Dongying Xianhe
AustAsia Modern
9.
No.
Feicheng
Animal
Husbandry
and
Veterinary
Bureau
Shandong
Animal
Husbandry
and
Veterinary
Bureau
Shanghai
Industry and
Commerce
Administration
Huangpu
Branch
Dongying
Hekou Animal
Husbandry
Bureau
Shandong
Animal
Husbandry
and
Veterinary
Bureau
Issuing
Authority
(Lu Fei) Dong Fang

He Zi Di (11-0056) /
From September 5,
2011 and remains
valid if annual
inspection is passed
(2012) Lu J040200 /
From October 22,
2012 to October 21,
2015
Certification relating to animal epidemic

prevention conditions
License for production and operation of

breeding livestock and poultry

below

below

below.
SP3101011310004847 License to distribute food

/ From November 28,
2013 to September 30,
2014

below
Equity and other

Material Conditions

below
License for production and operation of

breeding livestock and poultry
Lu 370503 (2013) 001 License to purchase raw fresh milk

/ From September 2,
2013 to September 1,
2015
(2012) Lu E020200 /
From October 22,
2012 to October 21,
2015

Period
K-9
Licencee
North of Zhangling
Feicheng City
Licenced Premise /
Location
(3) pollution discharge permit
(2) inspection before commencing

operation
(1) Approval for environmental impact

report before construction
Lu 370904 (2014) 001 License to purchase raw fresh milk

/ From May 21, 2014
to May 21, 2016

Period
Local
Not applicable
environmental
protection
bureaus
Feicheng
Animal
Husbandry
and
Veterinary
Bureau
Issuing
Authority

below
Equity and other

Material Conditions
Notes:
(1)
According to the Law on Animal Epidemic Prevention of the PRC, an animal breeding farm is required to meet following conditions:
(i)
located at a required distance from the public places, such as residential areas, sources of drinking water, schools and hospitals;
(ii)
the production area is enclosed and isolated, and the engineering design and technological process meet the requirements for animal epidemic prevention;
(iii) there are the necessary facilities and equipment for innocuous treatment and for cleaning and decontamination of waste water, waste materials, animals that die of diseases, and infected
animal products;
(iv) there are technicians who are able to provide their service in animal epidemic prevention;
(v)
there is a sound system for animal epidemic prevention; and
(vi) other conditions for animal epidemic prevention laid down by the administrative department for veterinary medicine under the State Council.
(2)
According to the Husbandry Law of PRC, to produce and operate of breeding livestock and poultry shall meet the following conditions:
(i)
the breeding livestock and poultry for production and operation must be the breeds and the synthetic strains that have gone through the verification or identification by the national commission
for genetic resources of livestock and poultry, or the breeds and synthetic strains introduced from abroad upon approval;
(ii)
to have animal husbandry and veterinary technicians commensurate with the scale of production and operation;
(iii) to have breeding facilities and equipment commensurate with the scale of the production and operation;
(iv) to have the conditions for prevention of epidemic diseases among the breeding livestock and poultry, as required by laws and administrative regulations as well as by the administrative
department for animal husbandry and veterinary medicine under the State Council;
(v)
to have sound systems for quality control and for recording the breeding of strains; and
(vi) other conditions as provided for by laws and administrative regulations.
(3)
According to the Administrative Regulations of Raw Fresh Milk Production and Procurement, the term of validity of the raw fresh milk purchasing license is two years and shall be renewed 30 days
prior to the termination of the license. Where the name or the person in charge of purchasing center is changed, the purchasing center shall apply to the government department that issues the
original license of the purchasing center for a new license.
(4)
According to the Regulations on the Administration of Water Abstraction Licensing and Collection of Water Resources Charges, a water abstraction license shall be valid for a period of five years in
general and shall not exceed beyond ten years. Where an extension is required upon the expiry of the validity period, the organization or individual abstracting water shall apply to the original
examining and approving organ 45 days prior to the expiry date.
15. Four PRC dairy farms All relevant premises

and feedlot
14. TaiAn AustAsia

Modern Dairy Farm
Co., Ltd.
No.
K-10
(6)
(5)
According to the Administrative Regulations for Food Distribution License, applicants for the Food Distribution License shall meet the following requirements, in addition to food safety standards:
(i)
to have premises for processing raw materials of food and for food processing, packaging and storing corresponding to the types and amount of food in operation, keeping the said premises
clean and at the specified distance from any poisonous or harmful places or any other pollution sources;
(ii)
to have equipment or facilities corresponding to the types and amount of food in operation, which shall include equipment or facilities for sterilization, clothes-changing, washing, light-selecting,
lighting, ventilation, antisepsis, prevention of dust, flies, mice and bugs, cleansing, as well as for sewage disposal and garbage and refuse storage;
(iii) to have professional technical personnel and management personnel of food safety, as well as rules and regulations of ensuring food safety; and
(iv) to have reasonable equipment layout and production process to prevent cross contamination between food to be processed and food ready for serving or between raw materials and finished
food products and keep food away from noxious or dirty articles.
DYAA, DSAA, DXAA and TAAA have obtained the approvals for environmental impact assessment but without full inspections prior to commencing operations. Dongying Japfas beef feedlot, which
is partially still under construction, had neither submitted its environmental impact assessment report for approval prior to the commencement of construction nor undergone inspections prior to
commencing operations. For Dongying Japfa, the competent environmental authority may order the relevant PRC subsidiary to cease construction and rectify within a specified time limit. Penalties
of up to RMB200,000 may be imposed for failing to rectify within a specified time limit. For the operational farms and feedlot, under the relevant regulations, the competent authorities may order the
PRC subsidiaries to suspend production and may also impose penalties of up to RMB100,000 per farm or feedlot for commencing of operations without undergoing inspections. The four operational
dairy farms and Dongying Japfa have also not applied for pollution discharge permits and may be ordered to take corrective measures within a specified time limit and may also be subject to a fine
of up to RMB50,000 per farm or feedlot. Environmental protection facilities are under construction at each of said four operational dairy farms and at Dongying Japfa, are expected to be completed
by the end of 2014 (in the case of each of the dairy farms) and by mid-2015 in the case of Dongying Japfa. DYAA, DXAA, TAAA and DSAA have provided and Dongying Japfa will be providing the
relevant PRC authorities with their environmental protection plans and timelines for implementation.
K-11
Japfa Comfeed Binh

Thuan Limited
Liability Company
4.
Japfa Comfeed Binh

Thuan Limited
Liability Company
2.
Japfa Comfeed Binh

Thuan Limited
Liability Company
Japfa Comfeed Binh

Thuan Limited
Liability Company
1.
3.
Licencee
No.
Vietnam
Lam Dong Province
Peoples Committee of
Lam Dong Province
Binh Duong Province
Dong Nai Province
Dong Nai Province
Binh Duong Province
Binh Thuan Province
Issuing Authority
Binh Thuan Province
Licenced Premise /
Location
October 19, 2012

October 19, 2057
42112000861
June 30, 2010

June 30, 2055
46112000044
1333/UBND-KT and
8504/UBND-DT
November 24, 2009

November 24, 2054
481045000473

Period
Investment Certificate in relation

to the establishment and
operations of Japfa Comfeed
Binh Thuan Limited Liability
Companys branch and the
Chicken Farm in Lam Dong
province

Companys branch and the Egg
Brooding Factory in Binh Duong
province
Licence in relation to the

establishment and operations of
Japfa Comfeed Binh Thuan
Limited Liability Companys
branch office in Dong Nai
province and the feed mill,
chicken farm investment projects
in Dong Ha, Duc Linh district,
Binh Thuan

Company.
Nature of Approval, Licence and/

or Permit
Japfa Comfeed Binh

Thuan Limited
Liability Company
must complete the
construction of the
Chicken Farm and
other additional works
by July 2013(1)
Equity and other

Material Conditions
K-12
Japfa Comfeed Long

An Limited Liability
Company
Japfa Comfeed Long

Company
8.
9.
Japfa Comfeed Long

Company
6.
Japfa Comfeed Long

Company
Japfa Comfeed Long

Company
5.
7.
Licencee
No.
Loc Ninh district, Binh

Phuoc Province
Binh Duong Province
Binh Phuoc Province
Binh Duong Province
Dong Nai Province
Dong Nai Province
Trang Bom district,

Dong Nai Province
Bien Hoa city, Dong

Nai Province
Long An Province
Issuing Authority
Long An Province
Licenced Premise /
Location
January 24, 2013

January 24, 2063
44.112.000039
January 11, 2013

September 9, 2053
46112000070
April 5, 2010
September 9, 2053
4712000014
October 12, 2006

September 9, 2033
472000001
September 9, 2003
September 9, 2053
501043000051

Period

Long An Limited Liability

Companys branch in Binh
Duong province
Operation Registration
Certificate in relation to the
establishment and operations of
Japfa Comfeed Long An Limited
Liability Companys branch office
in Bien Hoa, Dong Nai province

Companys Chicken Hatchery in
Dong Nai province

Company

or Permit
Japfa Comfeed Long

Company is required
to complete
Japfa Comfeed Long

Company shall not be
entitled to set up
establishments
distributing imported
goods and/or
collectively purchase
goods for export
Equity and other

Material Conditions
K-13
Vinh Phuc Province
Vinh Phuc Province
12. Japfa Comfeed

Vietnam Joint Stock
Company
13. Japfa Comfeed

Vietnam Joint Stock
Company
Vinh Phuc Province
11. Japfa Comfeed

Vietnam Joint Stock
Company
Licenced Premise /
Location
Vinh Phuc Province
Licencee
10. Japfa Comfeed

Vietnam Joint Stock
Company
No.
Vinh Phuc Province
Vinh Phuc Province
Vinh Phuc Province
Vinh Phuc Province
Issuing Authority
(ii) Yen Duong Farm

(iii) Tam Duong Farm.
(ii) October 4, 2011

October 4, 2060
(iii) October 20,
1999
October 20, 2048
June 30, 2006

June 30, 2055
191033000044
January 12, 2006

January 12, 2055

to Hop Chau Slaughter House

to Dao Tru Farm
(i) Huong Canh Feed Mill
(i) October 20,

1999
October 20, 2048
191033000044

to the following:
Investment Certificate
Companys branch in Loc Ninh

district, Binh Duong province

or Permit
191033000044
June 29, 2007

October 04, 2060
191033000044

Period
construction of the
farm for raising
purebred breeder
swine in Binh Phuoc
province during the
period from February
2013 to August 2013
and to put the project
into operation by
August 2013(2)
Equity and other

Material Conditions
K-14
Phu Tho Province
Hoa Binh Province
Phu Tho Province
Hoa Binh Province
Hon Quan district,

Binh Phuoc Province
Binh Duong Province
16. Japfa Comfeed

Vietnam Joint Stock
Company
17. Japfa Comfeed

Vietnam Joint Stock
Company
18. Japfa Hypor

Genetics Company
Limited
19. Jupiter Foods

Vietnam Joint Stock
Company
June 10, 2010
June 10, 2056
462035000728
July 31, 2012

July 31, 2052
44.1023.000037
June 24, 2011

June 24, 2061
25122000315
January 31, 2008

January 31, 2058
18112000081
May 19, 2009

December 31, 2029
08112000097
December 29, 2008

December 29, 2029
08112000096

Period

operations of Jupiter Foods
Vietnam

operations of Japfa Hypor
Genetics Company Limited

to Hoa Binh Feed Mill

to Phu Tho Chicken Farm

to Thai Binh Hatchery

to the Thai Binh Feed Mill

or Permit
Equity and other

Material Conditions
Notes:
(1)
As there has been a delay in the construction of such chicken farm, Japfa Comfeed Binh Thuan Limited Liability Company is in the process of application to the relevant authority to amend the
project implementation schedule in the Investment Certificate.
(2)
As there has been a delay in the construction of such farm, Japfa Comfeed Long An Limited Liability Company will be applying to the relevant authority to amend the project implementation schedule
in the Investment Certificate.
Binh Duong Province
Binh Phuoc Province
Thai Binh Province
Phuc Khanh Industrial

Park, Thai Binh
Province
Thai Binh Province
Issuing Authority
15. Japfa Comfeed

Vietnam Joint Stock
Company
Licenced Premise /
Location
Phuc Khanh Industrial

Park, Thai Binh
Province
Licencee
14. Japfa Comfeed

Vietnam Joint Stock
Company
No.
K-15
Licenced Premise /
Location

Period
Licence under the Factories Act,

1948 read with Maharashtra
Factories Rules, 1963 to use the
factory premises for the manufacture
of poultry feed/ animal feed
Consent to operate factory premises

West Bengal Pollution Consent to operate
Control Board
dated March 13, 2013 / under the Air (Prevention and
Control of Pollution Act), 1981 and
Effective until
Water (Prevention and Control of
December 31, 2014
Pollution Act), 1974
4. Japfa
Kharagpur, West
Comfeed India Bengal
Private Limited

1948 read with West Bengal
Factories Rules, 1958 to use the
factory premises for the manufacture
of poultry feed/ animal feed
Government of West Licence no 16321

Bengal, Chief
dated August 7, 2009 /
Inspector of Factories Effective until
December 31, 2014

under the Air (Prevention and
Effective until June 30, Control of Pollution Act), 1981 and
2017
Maharashtra Pollution Consent to operate

Control Board
dated May 5, 2002 /
Application for renewal

made on October 30,
2013 for renewal of
Licence till
December 31, 2017(1)
Government of
Licence no. 61561
Maharashtra, Chief
dated June 8, 1999/
Inspector of Factories Effective until
December 31, 2013
Issuing Authority
3. Japfa
Kharagpur, West
Comfeed India Bengal
Private Limited
2. Japfa
Ahmednagar,
Comfeed India Maharashtra
Private Limited
1. Japfa
Ahmednagar,
Comfeed India Maharashtra
Private Limited
No. Licencee
India
The Licencee is permitted to

operate the factory premises to
manufacture upto 1,400 metric
tonnes of poultry feed/ animal
feed per month
The Licencee cannot install

electric power of more than 2,000
horse power at the factory
premises
The Licencee cannot employ

more than 150 persons at the
factory premises

tonnes of poultry feed/ animal
feed per month

electric power of more than 2,000
premises

factory premises
Equity and other Material Conditions
K-16
Application dated
April 10, 2013 has
been filed seeking
consent to operate an
industrial plant with
manufacturing capacity
for poultry feed for 100
tonnes daily(2)
Effective until
December 31, 2014
Effective until
December 31, 2014
Consent to operate
dated January 28,
2013 /


1948 read with Bihar Factories
Rules, 1950 to use the factory
premises for the manufacture of
poultry feed/ animal feed


1948 read with Andhra Pradesh
Rules, 1960 to use the factory
premises for the manufacture of
poultry feed

manufacture upto 100 tonnes of
poultry feed daily

electric power of more than 400
premises

factory premises

tonnes of poultry feed per month

electric power of more than 870
premises

factory premises
Notes:
(1)
Under the Maharashtra Factories Rules, 1963, an application for renewal of Licence is required to be made two months prior to the expiry of Licence. If such an application is made and the renewal
is not issued till the expiry of four months from the date of the application, a renewal is deemed to have been granted.
(2)
Under the Air (Prevention and Control of Pollution Act), 1981 and Water (Prevention and Control of Pollution Act), 1974 if an application for grant of consent to operate is pending for more than four
months, the consent is deemed to have been granted.
Bihar State Pollution

Control Board
Government of Bihar, Licence no.1020/BR/

Chief Inspector of
ULI dated April 30,
Factories
2013 /
7. Japfa
Vaishali, Bihar
Comfeed India
Private Limited
8. Japfa
Vaishali, Bihar
Comfeed India
Private Limited
Andhra Pradesh
Pollution Control
Board
Effective until
December 31, 2014
Licence no 33220
dated July 2, 2004 /

Period
6. Japfa
Kondamadugu,
Comfeed India Andhra Pradesh
Private Limited
Issuing Authority
Government of
Andhra Pradesh,
Chief Inspector of
Factories
Licenced Premise /
Location
5. Japfa
Kondamadugu,
Comfeed India Andhra Pradesh
Private Limited
No. Licencee
K-17
Licencee
Kalar Kone Village,

Yangon Region
Myaung Dagar
Industrial Zone,
Hmawbi Township,
Yangon Region
Hmawbi
3. Mark Gerald
Eman in his
capacity as the
owner of Japfa
Comfeed
Myanmar
Pte Ltd
No. 37 Kaba Aye

Pagoda Road, Inya
Lake Hotel
Compound,
Mayangone
Township, Yangon
(Head Office)
Licenced Premise /
Location
2. Japfa Comfeed
Myanmar
Pte Ltd
1. Japfa Comfeed
Myanmar
Pte Ltd
No.
Myanmar
Hmawbi Municipal
Committee
Myanmar Investment
Commission (MIC)
Ministry of National
Planning and
Economic
Development,
Directorate of
Investment and
Company
Administration
(DICA)
Issuing Authority
Valid until March 31,

2015
N.A. /
Valid for 30 years

from December 3,
2013 (extendable for
two periods of
15 years each)
MIC Permit
No. 642/2013 /
Valid from August 2,

2013 to August 1,
2018
Permit to Trade
No. 562/2013 /
Licence No. /
Effective Period
Approval for the set up of factory

for the hatchery farming
Permission to carry out the

manufacturing and marketing of
animal feed, poultry breeder farm,
hatchery farm and contract
farming in Myanmar
Permission to operate as a foreign

company to manufacture and
market animal feed, poultry
breeder farm, hatcher farm and
contract farming as per MIC
Permit No. 642/2013
N.A.
4. Notify MIC of any changes

to its investment plan
3. Commence its investment

works within 1 year
2. Abide by Myanmars Foreign

Investment Law
1. Injection of US$9.775m
within 2 years of permit
issuance
5. Not exceed a domestic debt:

equity ratio of 1:2.
4. Remain solvent
3. Notify DICA of any change

to M&AA
2. Remit remaining 50% of

prescribed amount before
renewal of permit
1. Remit 50% of prescribed

amount of US$150,000
before October 2, 2013
Equity and other Material

Conditions
K-18
Licence No. /
Effective Period
Hmawbi Municipal
Committee
Hmawbi
7. Mark Gerald
Eman in his
capacity as the
owner of Japfa
Comfeed
Myanmar
Pte Ltd

2015
N.A. /
Ministry of Livestock, No. 89 of 2013 /

Fisheries, and Rural
Valid until
Developments
December 17, 2014
Livestock Breeding
and Veterinary
Department, Livestock
Treatment Section,
North District of
Yangon, Insein
Township

2015
N.A. /
Hmawbi
Hmawbi Municipal
Committee
Ministry of Livestock, No. 88 of 2013 /

Fisheries, and Rural
Valid until
Developments
December 17, 2014
Livestock Breeding
and Veterinary
Department, Livestock
Treatment Section,
North District of
Yangon, Insein
Township
Issuing Authority
6. Mark Gerald
Eman in his
capacity as the
owner of Japfa
Comfeed
Myanmar
Pte Ltd
Hmawbi
5. Mark Gerald
Eman in his
capacity as the
owner of Japfa
Comfeed
Myanmar
Pte Ltd
Licenced Premise /
Location
Hmawbi
Licencee
4. Mark Gerald
Eman in his
capacity as the
owner of Japfa
Comfeed
Myanmar
Pte Ltd
No.
Requirement for a quarterly

testing and certification for
Avian Influenza
Approval for the set up of a factory N.A.

for the manufacture of animal feed
Approval for the operation of

poultry breeding farm
Equity and other Material

Conditions
Requirement for a monthly

testing and certification for
Avian Influenza
Approval for the set up of a poultry N.A.

breeding farm
Approval for the operation of

hatchery farming
K-19
1. AustAsia Food (M) Sdn. Bhd.
No. Licencee
Malaysia
1. AustAsia Food Pte. Ltd.
No. Licencee
Singapore
Licenced Premise /
Location
Licenced Premise /
Location

Period
AVA Registration
Number IP04C0592 /
2015
Licence No. /Effective

Period
Subject to fulfilling the import

conditions for liquid milk and the
import permit issued by
Malaysian Quarantine and
Inspection Services for every
consignment
The AVA Registration Number is

required for application of import
permits for processed food products
Department Of
Index No. JPV/
Approval for the Quota on the
Veterinary Services,
PBS(Q)/S/600-10/1/36 Import of Processed Liquid Milk
Ministry Of Agriculture (67) / 2014
2014
And Agro-Based
Industry, Malaysia
Issuing Authority
Agri-Food &
Veterinary Authority
Singapore
Issuing Authority
K-20
Food and
Environmental
Hygiene Department
Issuing Authority
2. AustAsia Food HK Limited
Licenced Premise /
Location
Food and
Environmental
Hygiene Department
(FEHD)
Licencee
1. AustAsia Food HK Limited
No.
Hong Kong
Subject to compliance with all

conditions as stipulated in
FEHDs letter of November 7,
2006
Letter (Ref No : (53) in Permission under Regulation 5A of

FEHD/CFS 4/65/90) / the Milk Regulation to sell an
imported product, whipping cream,
Trial period until
processed and packed by PT
November 7, 2014
Greenfields Indonesia at Desa
Babadan, Kec. Ngajum, Malang
65164, Indonesia for a trial period
up to November 7, 2014
Equity and other

Material Conditions
Subject to compliance with all

conditions as stipulated in
FEHDs letter of February 12,
2009
Permission under Regulation 5A of

the Milk Regulation to sell certain
imported products processed and
packed by PT Greenfields
Indonesia at Desa Babadan, Kec.
Ngajum, Malang 65164, Indonesia
for a trial period up to March 10,
2015
Permission Letter (Ref

No : (29) in FEHD/
CFS 4/60/201 III)/
Trial period until
March 10, 2015

Period
APPENDIX LMATERIAL INTELLECTUAL PROPERTY RIGHTS

As at the Latest Practicable Date, our Group owns the following material trademarks:
Trademark
JAPFA
BENEFEED
Country of
Application
Class(1)
Application / Registration
Number
Registration
Date
Date of
Expiry
PRC
29, 31,
35, 44
13868368,
13868369,
13868370 and
13868371
January 7,
2014(3)/
Pending
Registration
N.A.
Singapore
29, 31,
35
T1205563B
April 18, 2012
April 18,
2022
Myanmar
29, 35
IV-14302/2013
November 14,
2013(2)
N.A.
PRC
29, 31,
35, 44
13868360,
13868361,
13868362 and
13868363
January 7,
2014(3)/
Pending
Registration
N.A.
Singapore
29, 31,
35
T1205564J
April 18, 2012
April 18,
2022
Vietnam
31
4-2012-18372
August 20,
2012
August 20,
2022
India
29
1475635
August 3,
2006
August 3,
2016
India
31
1475633
August 3,
2006
August 3,
2016
Myanmar
29, 35
IV-14302/2013
November 14,
2013(2)
N.A.
Singapore
29, 31
T1204279D
March 28,
2012
March 28,
2022
Vietnam
31
4-2000-49232
October 13,
2000
October 13,
2020
Indonesia
16
5072000
July 5, 2000
June 1, 2050
Indonesia
16
ROO.2009.005622
April 16, 2010
June 8, 2020
Indonesia
29
ROO.2009.005623
January 14,
2010
June 8, 2020
Indonesia
31
ROO.2009.005624
January 14,
2010
June 8, 2020
PRC
29, 31,
35, 44
13868364,
13868365,
13868366 and
13868367,
January 7,
2014(3)/
Pending
Registration
N.A.
Myanmar
31
IV-14304/2013
November 14,
2013(2)
N.A.
L-1
Trademark
COMFEED
AustAsia
Country of
Application
Class(1)
Number
Registration
Date
Date of
Expiry
Myanmar
31
IV-14303/2013
November 14,
2013(2)
N.A.
India
16
1894198
December 10, December 10,

2009
2019
India
31
1894197
December 10, December 10,

2009
2019
Indonesia
31
R00.2006.012108
April 9, 2007
October 22,
2017
India
16
871545
August 17,
1999
August 17,
2019
India
31
871548
August 17,
1999
August 17,
2019
Myanmar
31
IV-14304/2013
November 14,
2013(2)
August 20,
2022
Vietnam
31
4-2012-18371
August 20,
2012
N.A.
India
29
1475634
August 3,
2006
August 3,
2016
India
31
871549
August 17,
1999
August 17,
2019
Indonesia
31
R00.2007.010974
May 19, 2008
November 28,
2018
India
16
871546
August 17,
1999
August 17,
2019
Vietnam
31
4-2000-49233
October 13,
2000
October 13,
2020
Australia
29, 35
1469755
January 16,
2012
January 16,
2022
D002012034002
July 13,
2012(3)
/ Pending
Registration
N.A.
42012008134
July 5,
2012(3)
/ Pending
Registration
N.A.
Indonesia
Philippines
29, 35
29, 35
L-2
Trademark
GREENFIELDS
Country of
Application
Class(1)
Number
Registration
Date
Date of
Expiry
Australia
29
1469754
January 16,
2012
January 16,
2022
Hong Kong
29
301274616
January 19.
2009
January 18,
2019
Hong Kong
29
302294839
June 26, 2012 June 26, 2022
Indonesia
29, 35
D002012034003
July 13,
2012(3)
/ Pending
Registration
Malaysia
29
09000885
January 20,
2009
January 20,
2019
July 11,
2012(3)
/ Pending
Registration
N.A.
N.A.
Philippines
29, 35
42012008425
PRC
29
7174730
Singapore
29
T0900729J
January 20,
2009
January 20,
2019
Hong Kong
29
2002B05140
March 14,
2001
March 14,
2018
N.A.
November 14, November 13,

2010
2020
Malaysia
29
2012053479(4)
May 22,
2012
/ Pending
Registration
Singapore
29
T0103561I
March 14,
2001
March 14,
2021
Hong Kong
29
301083078
March 31,
2008
March 30,
2018
Brunei
29
43065
July 5, 2012
July 5, 2022
Hong Kong
29
302294820
Malaysia
29
201253481(4)
Singapore
29
T1209045D
L-3
June 26, 2012 June 25, 2022

May 22,
2012(3)
/ Pending
Registration
N.A.
June 26, 2012 June 25, 2022
Trademark
Country of
Application
Class(1)
Number
Registration
Date
Date of
Expiry
Cambodia
29
KH/46809/12
July 5, 2012
July 5, 2022(4)
May 13,
2014(3)
/ Pending
Registration
N.A.
Indonesia
29
Macau
29
N/067481
Myanmar
29
IV/7887/2012
June 22,
2012(2)
N.A.
4201008069
April 12,
2013(3)
/ Pending
Registration
N.A.
July 6,
2012
/ Pending
Registration
N.A.
Philippines
D002014021937
29
September 12, September 12,

2013
2020
Vietnam
29
4-2012-14763
Hong Kong
29
302294839
June 26, 2012 June 25, 2022
Malaysia
29
2012053483
May 22, 2012
May 22, 2022
July 9,
2012(3)
/ Pending
Registration
N.A.
PRC
29
11178782
Singapore
29
T1209048I
Indonesia
29
IDM000183246
November 5,
2008
November 5,
2018
DOO2014010428
March 10,
2014(3)
/ Pending
Registration
N.A.
DOO201421934
May 13,
2014(3) /
Pending
Registration
N.A.
Indonesia
Indonesia
29
29
L-4
June 26, 2012 June 25, 2022
Trademark
REAL GOOD
Country of
Application
Class(1)
Number
Registration
Date
Date of
Expiry
Indonesia
29
IDM000206236
June 11, 2009
November 8,
2019
Indonesia
29
IDM000343187
December 23,
June 28, 2020
2011
February 21,
2013(3)
/ Pending
Renewal
Indonesia
30
D00.2003032468
N.A.
India
29
1020228
Myanmar
Foodstuff
Products
IV-5218/2010
Indonesia
29
IDM000087116
September 8,
April 14, 2017
2006
Indonesia
30
IDM000087118
September 8,
April 14, 2017
2006
Indonesia
32
IDM000087115
September 8,
April 14, 2017
2006
Indonesia
33
IDM000087117
September 8,
April 14, 2017
2006
Myanmar
Foodstuff
Products
IV-5218/2010
May 21, 2010
N.A.
N/A
June 26, 2001 June 26, 2021

July 27, 2010
N.A.
Indonesia
29
D002011010796
March 14,
2011(3)
/ Pending
Registration
Indonesia
29
IDM000116311
April 2, 2007
August 1,
2015
Myanmar
Foodstuff
Products
IV-5218/2010
May 21, 2010
N.A.
Cambodia
29
KH/35427/10
January 22,
2009
January 22,
2019
Philippines
29
4-2009-000844
December 4,
2009
December 4,
2019
Philippines
29
4-2009-000843
December 4,
2009
December 4,
2019
D002013008041
February 21,
2013(3)
/ Pending
Registration
N.A.
Indonesia
29
L-5
Trademark
Country of
Application
Class(1)
Number
Registration
Date
Date of
Expiry
Indonesia
29
IDM000181340
October 14,
2008
April 16, 2017
Indonesia
29
IDM000218357
September 28,
2009
March 17,
2020
Notes:
(1)
Class Headings: Class 16 (Paper, cardboard and goods made from these materials, not included in other classes; printed
matter; bookbinding material; photographs; stationery; adhesives for stationery or household purposes; artists materials;
paint brushes; typewriters and office requisites (except furniture); instructional and teaching material (except apparatus);
plastic materials for packaging (not included in other classes); printers type; printing blocks); Class 29 (Meat, fish, poultry
and game; meat extracts; preserved, frozen, dried and cooked fruits and vegetables; jellies, jams; compotes; eggs; milk
and milk products; edible oils and fats); Class 31 (Grains and agricultural, horticultural and forestry products not included in
other classes; live animals; fresh fruits and vegetables; seeds; natural plants and flowers; foodstuffs for animals; malt);
Class 32 (Beers; mineral and aerated waters and other non-alcoholic beverages; fruit beverages and fruit juices; syrups
and other preparations for making beverages); Class 33 (Alcoholic beverages (except beers)); Class 35 (Advertising;
business management; business administration; office functions); and Class 44 (medical services, veterinary services;
hygienic and beauty care for human beings or animals; agriculture, horticulture and forestry services
(2)
Date of declaration of ownership to claim exclusive trademark rights in Myanmar
(3)
Date of application
(4)
AustAsia Food Pte. Ltd. (AAF) and Greenfields Ireland Limited (GFI) had entered into a co-existence agreement dated
September 5, 2013 (for a period of 10 years from the date of the agreement) for the concurrent use and/or registration, in
Malaysia, of AAFs trademarks (in respect of AAFs products) and GFIs trademarks (in respect of GFIs products). In
consideration of GFIs agreement to enter into and comply with the co-existence agreement, AAF had paid GFI a lump
sum payment of 80,000 Euros. AAF also has to pay GFI a fee of 1% of AustAsia Foods (M) Sdn Bhds sale of mozzarella
cheese if AAF uses the relevant marks for branded mozzarella cheese in Malaysia. The parties have agreed to lower the
fee to 0.5% after 24 months, subject to reasonable conditions to be agreed between the parties in good faith.
As at the Latest Practicable Date, our Group owns the following material copyright:
Copyright
Country of
Application
Number
Indonesia
C00200903029
June 30, 2001
June 30, 2051
Indonesia
C00200903028
August 1, 2009
August 1, 2059
C00201402040
May 16,
2014(3)
/ Pending
Registration
N.A.
C00201402039
May 16,
2014(3)
/ Pending
Registration
N.A.
Indonesia
Indonesia
L-6
Registration Date
Date of Expiry
APPENDIX MDEFINITIONS AND ABBREVIATIONS

This glossary contains a list of abbreviations of our Subsidiaries and Associated Companies
and explanations and definitions of certain terms used in this Prospectus in connection with
our business. The terms and their assigned meaning may not correspond to standard industry
or common meaning or usage of these terms.
SUBSIDIARIES AND ASSOCIATED COMPANIES
Annona .......................
Annona Pte. Ltd.
AIH ............................
AustAsia Investment Holdings Pte. Ltd.
AJS ............................
PT Agrinusa Jaya Santosa
ALM ...........................
PT Artha Lautan Mulya
AAS ...........................
PT AustAsia Stockfeed
BMS ...........................
PT Bhirawa Mitra Sentosa
BLT ............................
PT Bintang Laut Timur
BL .............................
PT Bumiasri Lestari
CA .............................
PT Ciomas Adisatwa
CIPB ..........................
Central India Poultry Breeders Private Limited
Dongying Japfa ..............
Dongying Japfa Beef Co., Ltd
DSAA .........................
Dongying Shenzhou AustAsia Modern Dairy Farm Co., Ltd
DXAA .........................
Dongying Xianhe Modern Dairy Farm Co., Ltd
DYAA .........................
Dongying AustAsia Modern Dairy Farm Co., Ltd
GI ..............................
AAF ...........................
PT AustAsia Food
IA ..............................
IP ..............................
PT Indonesia Pelleting
IKM ............................
PT Intan Kenkomayo Indonesia
ISI .............................
PT Iroha Sidat Indonesia
Japfa Hypor ..................
Japfa Hypor Genetics Company Limited
JIIPL ..........................
Japfa India Investments Pte. Ltd. (formerly known as

Malvoalia India Investments Pte. Ltd.)
JVIPL .........................
Japfa Vietnam Investments Pte. Ltd. (formerly known as

M-Vietnam Investments Pte. Ltd.
Jupiter Foods ................

M-1
JCIPL .........................
JCBT ..........................
Japfa Comfeed Binh Thuan Company Limited
JCLA ..........................
Japfa Comfeed Long An Limited Company
JCVN ..........................
Japfa Comfeed Vietnam Limited Company (formerly known

as Japfa Comfeed Vietnam Joint Stock Company)
JMI ............................
PT Jakamitra Indonesia
JI ..............................
PT Japfa Indoland
JN .............................
PT Japfafood Nusantara
KW ............................
PT Kraksaan Windu
PT Japfa ......................
SA .............................
PT Santosa Agrindo
STP ...........................
PT Suri Tani Pemuka
TAAA ..........................
TaiAn AustAsia Modern Dairy Farm Co., Ltd
TIP ............................
PT Tretes Indah Permai
VSN ...........................
PT Vaksindo Satwa Nusantara
WJ .............................
PT Wabin Jayatama
SGF ...........................
PT So Good Food
SGFM .........................
PT So Good Food Manufacturing
DEFINITIONS
AI ..............................
avian influenza
Application Forms ...........
The printed application forms to be used for the purpose of

the Offering and which forms part of this Prospectus
Application List ...............
The list of applications for subscription and/or purchase of the

Offering Shares
Associate ..................... (a) in relation to any Director, Chief Executive Officer,

Substantial Shareholder or Controlling Shareholder of a
corporation (being an individual) means:
(i)
his immediate family;
(ii)
a trustee, acting in his capacity as such trustee, of

any trust of which the individual or his immediate
family is a beneficiary or, in the case of a
discretionary trust, is a discretionary object; and
(iii)
any corporation in which he and his immediate

family together (directly or indirectly) have an
interest of 30% or more;
M-2
(b) in relation to a Substantial Shareholder or Controlling

Shareholder (being a corporation) any other corporation
which is its subsidiary or holding company or is a
subsidiary of such holding company or one in the equity
of which it and/or such other company or companies
taken together (directly or indirectly) have an interest of
30% or more
ATM ...........................
ATM Electronic
Application ....................
Automated teller machine of a Participating Bank

Applications for Offering Shares made through the ATMs of
any of the Participating Banks in accordance with the terms
and subject to the conditions in this Prospectus.
Aviagen International ........
Aviagen International Holdings Ltd
bird flu.........................
H5N1 strain of Avian Influenza
bull ............................
a male bovine animal
bovine TB .....................
bovine tuberculosis is a chronic, highly infectious disease that

primarily affects cattle but can be transmitted to humans, and
is caused by Mycobacterium bovis, a group of bacteria that
usually affects the respiratory system
BR Fund 1 ....................
Black River Capital Partners Fund (Food) LP
BR Co-Fund 1 ................
Black River CPF (Food AustAsia Co-Investment) LP
BR Group .....................
BR Fund 1 and BR Co-Fund 1
BRAM .........................
Black River Asset Management LLC
brucellosis ....................
brucellosis in cattle is a highly contagious disease that is

spread by infected material at time of calving or abortion and
that can result in infertility, morbidity and reduced milk yield
Business Day ................
Any day (other than a Saturday, Sunday or gazetted public

holiday) on which commercial banks are open for business in
Singapore and the SGX-ST is open for trading.
CAGR .........................
Compounded Annual Growth Rate
calf or calves ...............
young bovine animal(s) up to six months of age from birth
cattle ..........................
a group of bovine animals including bulls, calves, heifers and

milkable cows
CDP ...........................
The Central Depository (Pte) Limited
China or PRC ..............
the Peoples Republic of China
China Standard ..............
the National Food Safety StandardRaw Milk issued by the

Ministry of Health of the PRC
Code of Corporate
Governance ...................
Code of Corporate Governance 2012
Company .....................
Japfa Ltd.
M-3
Controlling Shareholder .....
means a person who:

(a) holds directly or indirectly 15.0% or more of the total
number of issued Shares (excluding treasury shares) in
our Company; or
(b) in fact exercises control over our Company
dairy cow(s) ..................
milkable cows, heifers and female calves
Dairy Star .....................
a software for dairy farms operation and the herd

management, which was developed by Shanghai Yimin
Science and Technology Co., Ltd.
DOC ...........................
Day-old-chick
Electronic Applications ......
Applications for the Offering Shares made through ATMs or

the IB websites of the relevant Participating Banks in
accordance with the terms and subject to the conditions in
this Prospectus.
EPS ...........................
Earnings per Share
EU .............................
European Union
EU Standard or EU raw
milk quality standard .........
the Raw Milk Quality Standards in Council Directive

92/46/EEC adopted in ED
feed conversion ratio ........
total amount of feed required per bird kilogram
FIFO ..........................
first in, first out
five-farm hub .................
the dairy farms in China, with four of the farms currently in the
milk-producing stage and the fifth farm under construction
and expected to commence producing milk in early 2015
Fixed Market Prices .........
Indonesian government-issued list of beef cattle prices that

are used as a reference price for importers and/or exporters
of beef cattle
FMD ...........................
foot and mouth disease, a highly infectious and contagious

livestock disease affecting cattle, pigs, sheep, goats, deer,
elk and other cloven hoofed animals which can cause
significant loss of productivity, such as reduced milk yields or
lameness, and even fatality in young animals
FSMS .........................
food safety management system
free stall ......................
a design for barns that provides animals with a clean, dry,

comfortable resting area and easy access to food and water,
and that allows them to enter, lie down, rise and leave the
barn without coming into contact with the stall structure
FRS ...........................
Singapore Financial Reporting Standards
FY .............................
Financial year
FY2011 .......................
Financial year ended December 31, 2011

M-4
FY2012 .......................
FY2013 .......................
Group .........................
Our Company and our subsidiaries as at the date of this

Prospectus
growing period ...............
a period of approximately 24 weeks in which the grandparent

DOC stock remains at the grandparent stock breeding farms
GST ...........................
Singapore goods and services tax
Handojo Santosa ............
Handojo Santosa @ Kang Kiem Han
heads .........................
the number of cattle as specified
heifer(s) .......................
female bovine animal(s) older than six months that have not
given birth to a calf
high-end dairy products .....
the downstream dairy products with premium quality and sold

at high price
Holstein dairy cow(s) ........
a breed of dairy cows having high milk yield
husbandry ....................
the management and practice of farming, breeding and

raising livestock with the application of scientific principles,
especially to animal breeding
Independent Auditors .......
RSM Chio Lim LLP
Industry Consultant ..........
International Offer ...........
The international placement of 231,200,000 Offering Shares

to investors, including institutional and other investors in
Singapore
Jamsostek ....................
Employee Social Security as required by Indonesian law
Japfa Intl ......................
Japfa Comfeed International Pte. Ltd.
Kevin Monteiro ...............
Kevin John Monteiro
kg ..............................
Kilogram
km .............................
Kilometre
Labor Law ....................
Indonesian Government enacted Law No. 13 of 2003 on

Labor
Labor Union Law ............
Indonesian Government issued Law No. 21 of 2000 on Labor

Union
liquid milk .....................
drinking milk, including white milk, 5 qualling milk drinks and

yoghurt
Latest Practicable Date .....
July 15, 2014, being the latest practicable date prior to the
lodgment of this Prospectus with the Authority.
Listing .........................
The admission of the Shares to the Official List of the

SGX-ST
Listing Date ..................
The date of admission of the Shares to the Official List of the

SGX-ST
M-5
Market Day ...................
A day on which the SGX-ST is open for trading in securities
major production regions ...
ten provinces and autonomous regions located in northern

part of China that are recognized as the nations major raw
milk production regions, namely, Inner Mongolia,
Heilongjiang, Liaoning, Shandong, Hebei, Henan, Shanxi,
Shaanxi, Xinjiang and Ningxia, and that collectively
represented 83.4% of Chinas total raw milk production
volume in 2012
mastitis .......................
inflammation of the mammary gland that, when infected, can

significantly reduce milk production and, in some
circumstances, fertility, as well as delay the onset of heat
cycles in cattle
melamine .....................
an industrial chemical used for the production of melamine

resins which, in 2008, was found to have been illegally added
to milkbased products in China by certain operators of milk
stations to increase the apparent protein content of such
products
microbe count ................
the count of microbes in raw milk, an important safety

indicator of raw milk
milking cow(s) ................
milkable cow(s) that are in the lactation period of a lactation

cycle, during which they produce raw milk
ml ..............................
Mililiter
MOFCOM ....................
Ministry of Commerce of the PRC
Moma .........................
Moma Resources Pte. Ltd.
mu .............................
unit of space commonly used in China, equalling to 666.67

m2
nutritional standard ..........
the standard to determine nutritional quality of raw milk, with

protein content and fat content as two of the major indicators
Offering .......................
The International Offer and the Singapore Public Offer
Offering Price ................
The offering price of each Share, being S$0.80 per Offering

Share
Offering Shares ..............
248,000,000 Shares offered by our Company in the Offering
Participating Banks ..........
DBS Bank (including POSB), Oversea-Chinese Banking

Corporation Limited and United Overseas Bank Limited and
its subsidiary, Far Eastern Bank Limited
pasteurized milk .............
milk that has been exposed briefly to high temperatures to

destroy micro-organisms that can cause diseases and to
improve its quality and shelf life
Plan Shares ..................
Shares which may be issued upon the release of the share

awards to be granted under the Japfa Performance Share
Plan
PPE ...........................
property, plant and equipment

M-6
premium raw milk ............
raw milk of a premium quality, typically with an average

selling price higher than RMB3,800 per tonne in major
production regions
PT Japfa Group ..............
PT Japfa and its subsidiaries
Relevant Facilities ...........
facilities with conditions making reference to shareholding

interests of any controlling shareholder of our Company or
placing restrictions on any change in control of our Company,
and the breach of such condition or restriction will result in a
default of such facility, significantly affecting the operations of
our Company
Relevant Period ..............
January 1, 2014 to the Latest Practicable Date
Reserved Shares ............
22,500,000 Shares offered by our Company in the Offering

reserved for our directors, employees and business
associates and others who have contributed to the success
and development of our Group
SAFE ..........................
State Administration of Foreign Exchange of the PRC
safety standard ..............
the standard to determine the safety of raw milk, using

microbe count and SCC as two of the major indicators
SCC ...........................
somatic cell count, an important safety indicator of raw milk
SFA ...........................
The Securities and Futures Act of Singapore (Cap. 289)
SGX-ST .......................
Singapore Exchange Securities Trading Limited
Share .........................
An ordinary share in the capital of our Company
Shareholders .................
Registered holders of Shares, except where the registered

holder is CDP, the term Shareholders shall, in relation to
such Shares, mean the Depositors whose Securities
Accounts are credited with Shares
Share Split ...................
the sub-division of each ordinary share in the capital of our

Company into three Shares on July 31, 2014
Singapore Companies
Act .............................
The Companies Act of Singapore (Cap. 50)
Singapore Public Offer ......
The public offer of 16,800,000 Offering Shares to the public in

Singapore
Stabilizing Manager .........
Substantial Shareholder ....
A person who has an interest or interests in the Shares,

where the total votes attached to those Shares is not less
than 5.0% of the total votes attached to all Shares
Take-over Code or
Singapore Take-over
Code ...........................
The Singapore Code on Take-Overs and Mergers issued by

the Authority
UHT ...........................
ultra high temperature
% ..............................
per cent.
M-7
APPENDIX NTERMS, CONDITIONS AND PROCEDURES FOR APPLICATION FOR

AND ACCEPTANCE OF THE OFFERING SHARES IN SINGAPORE
Applications are invited for the subscription of the Offering Shares at the offering price of
S$0.80 per Share (the Offering Price) on the terms and conditions set out below and in the
printed application forms to be used for the purpose of the Offering and which forms part of
the prospectus (the Application Forms) or, as the case may be, the Electronic Applications
(as defined below).
Investors applying for the Offering Shares in the Offering by way of Application Forms or
Electronic Applications are required to pay in Singapore dollars, the Offering Price of S$0.80
per Offering Share, subject to a refund of the full amount or, as the case may be, the balance
of the applications monies (in each case without interest or any share of revenue or other
benefit arising therefrom) where (i) an application is rejected or accepted in part only, or (ii) if
the Offering does not proceed for any reason.
(1)
Your application must be made in lots of 1,000 Shares or integral multiples

thereof. Your application for any other number of Shares will be rejected.
(2)
You may apply for the Offering Shares only during the period commencing at 9.00 a.m.
on August 8, 2014 and expiring at 12.00 p.m. on August 13, 2014. The Offering period
may be extended or shortened to such date and/or time as our Company may agree
with the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and
Underwriters, subject to all applicable laws and regulations and the rules of the SGXST.
(3)
(a)
Your application for the Offering Shares offered in the Public Offering (the
Public Offer Shares) may be made by way of the printed WHITE Public Offer
Shares Application Forms or by way of Automated Teller Machines (ATM)
belonging to the Participating Banks (ATM Electronic Applications) or the
Internet Banking (IB) website of the relevant Participating Banks (Internet
Electronic Applications) or the DBS Bank Ltd. (DBS Bank) mobile banking
interface (mBanking Applications which, together with ATM Electronic
Applications and Internet Electronic Applications, shall be referred to as
Electronic Applications). The Participating Banks are DBS Bank (including
POSB), Oversea-Chinese Banking Corporation Limited and United Overseas
Bank Limited and its subsidiary, Far Eastern Bank Limited.
(b)
Your application for the Offering Shares offered in the International Offering (the
Placement Shares), other than the Reserved Shares, may be made by way
of the printed BLUE Placement Shares Application Forms (or in such other
manner as the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters may in their absolute discretion deem
appropriate).
(c)
Your application for the Reserved Shares may only be made by way of printed
PINK Reserved Shares Application Forms.
(4)
YOU MAY NOT USE YOUR CPF INVESTIBLE SAVINGS (CPF FUNDS) TO
APPLY FOR THE OFFERING SHARES.
(5)
Only one application may be made for the benefit of one person for the Public
Offer Shares in his own name. Multiple applications for the Public Offer Shares
will be rejected, except in the case of applications by approved nominee
companies where each application is made on behalf of a different beneficiary.
You may not submit multiple applications for the Public Offer Shares via the
Public Offer Shares Application Form, or Electronic Applications. A person who
is submitting an application for the Public Offer Shares by way of the Public
N-1
Offer Shares Application Form may not submit another application for the Public
Offer Shares by way of Electronic Applications and vice versa.
A person, other than an approved nominee company, who is submitting an
application for the Public Offer Shares in his own name should not submit any
other applications for the Public Offer Shares, whether on a printed Application
Form or by way of Electronic Application, for any other person. Such separate
applications will be deemed to be multiple applications and shall be rejected.
Joint or multiple applications for the Public Offer Shares shall be rejected.
Persons submitting or procuring submissions of multiple applications for the
Public Offer Shares may be deemed to have committed an offense under the
Penal Code, Chapter 224 of Singapore and the Securities and Futures Act, and
such applications may be referred to the relevant authorities for investigation.
Multiple applications or those appearing to be or suspected of being multiple
applications (other than as provided herein) will be liable to be rejected at our
discretion.
(6)
Multiple applications may be made in the case of applications by any person for
(i) the Placement Shares only (via Placement Shares Application Forms or such
other form of application as the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters may in their absolute discretion
deem appropriate) or (ii) the Placement Shares together with a single application
for the Public Offer Shares.
Multiple applications may also be made by any person entitled to apply for the
Reserved Shares, in respect of a single application for the Reserved Shares, and (i) a
single application for the Public Offer Shares, or (ii) a single or multiple application(s)
for the Placement Shares (other than the Reserved Shares) (whether via the
Placement Shares Application Forms or in such other manner as the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters may in their
absolute discretion deem appropriate) or (iii) both (i) and (ii).
(7)
Applications from any person under the age of 18 years, undischarged bankrupts, sole
proprietorships, partnerships, chops or non-corporate bodies, joint Securities Account
holders of CDP will be rejected.
(8)
Applications from any person whose addresses (furnished in their printed Application
Forms or, in the case of Electronic Applications, contained in the records of the
relevant Participating Bank, as the case may be) bear post office box numbers will be
rejected. No person acting or purporting to act on behalf of a deceased person is
allowed to apply under the Securities Account with CDP in the deceaseds name at the
time of the application.
(9)
The existence of a trust will not be recognized. Any application by a trustee or trustees
must be made in his/her or their own name(s) and without qualification or, where the
application is made by way of a printed Application Form by a nominee, in the name(s)
of an approved nominee company or approved nominee companies after complying
with paragraph 10 below.
(10)
Nominee applications may only be made by approved nominee companies.

Approved nominee companies are defined as banks, merchant banks, finance
companies, insurance companies, licensed securities dealers in Singapore and
nominee companies controlled by them. Applications made by nominees other than
approved nominee companies will be rejected.
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(11)
If you are not an approved nominee company, you must maintain a Securities
Account with CDP in your own name at the time of your application. If you do not
have an existing Securities Account with the CDP in your own name at the time of
application, your application may be rejected (if you apply by way of an Application
Form) at the sole discretion of the Company or you will not be able to complete your
application (if you apply by way of an Electronic Application). If you have an existing
Securities Account with CDP but fail to provide your CDP Securities Account number
or provide an incorrect CDP Securities Account number in your Application Form or in
your Electronic Application, as the case may be, your application may be rejected.
(12)
Subject to paragraphs 15 and 16 below, your application is liable to be rejected if your

particulars such as name, National Registration Identity Card (NRIC) or passport
number or company registration number, nationality and permanent residence status,
and CDP Securities Account number provided in your Application Form, or in the case
of an Electronic Application, contained in the records of the relevant Participating Bank
at the time of your Electronic Application, as the case may be, differ from those
particulars in your Securities Account as maintained by CDP. If you have more than
one individual direct Securities Account with the CDP, your application shall be
rejected.
(13)
If your address as stated in the Application Form or, in the case of an Electronic
Application, contained in the records of the relevant Participating Bank, as the
case may be, is different from the address registered with CDP, you must inform
CDP of your updated address promptly, failing which the notification letter on
successful allocation from CDP will be sent to your address last registered with
CDP.
(14)
This Prospectus and its accompanying documents (including the Application Forms)
have not been registered in any jurisdiction other than in Singapore. The distribution of
this Prospectus and its accompanying documents (including the Application Forms)
may be prohibited or restricted (either absolutely or unless various securities
requirements, whether legal or administrative, are complied with) in certain
jurisdictions under the relevant securities laws of those jurisdictions.
Without limiting the generality of the foregoing, neither this Prospectus and its
accompanying documents (including the Application Forms) nor any copy thereof may
be taken, transmitted, published or distributed, whether directly or indirectly, in whole
or in part in or into the United States or any other jurisdiction (other than Singapore)
and they do not constitute an offer to sell or a solicitation of an offer to buy any
securities in any jurisdiction where it is unlawful to do so. The Offering Shares have not
been, and will not be, registered under the Securities Act or the securities laws of any
state of the United States and may not be offered or sold within the United States (as
defined in Regulation S). The Offering Shares are being offered and sold outside the
United States (including to institutional and other investors in Singapore) in offshore
transactions as defined in, and in reliance on, Regulation S. There will be no public
offer of Offering Shares in the United States. Any failure to comply with this restriction
may constitute a violation of securities laws of applicable jurisdictions.
Our Company reserves the right to reject any application for Offering Shares
where our Company believes or has reason to believe that such applications
may violate the securities laws or any applicable legal or regulatory
requirements of any jurisdiction.
No person in any jurisdiction outside Singapore receiving this Prospectus or its
accompanying documents (including the Application Forms) may treat the same as an
offer or invitation to subscribe for any Offering Shares unless such an offer or invitation
N-3
could lawfully be made without compliance with any regulatory or legal requirements in
those jurisdictions.
(15)
Our Company reserves the right to reject any application which does not conform
strictly to the instructions or with the terms and conditions set out in this Prospectus
(including the instructions set out in the accompanying Application Forms, in the ATMs
and IB websites of the relevant Participating Banks and the mobile banking interface
(mBanking Interface) of DBS Bank) or, in the case of an application by way of an
Application Form, the contents of which is illegible, incomplete, incorrectly completed
or which is accompanied by an improperly drawn up or improper form of remittance.
(16)
Our Company further reserves the right to treat as valid any applications not
completed or submitted or effected in all respects in accordance with the instructions
and terms and conditions set out in this Prospectus (including the instructions set out
in the accompanying Application Forms and in the ATMs and IB websites of the
relevant Participating Banks and the mBanking Interface of DBS Bank), and also to
present for payment or other processes all remittances at any time after receipt and to
have full access to all information relating to, or deriving from, such remittances or the
processing thereof. Without prejudice to the rights of our Company, each of the Joint
Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters as
agents of our Company, has been authorized to accept, for and on behalf of our
Company, such other forms of application as the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters may, in consultation with our Company
deem appropriate.
(17)
Our Company reserve the right to reject or to accept, in whole or in part, or to scale
down or to ballot, any application, without assigning any reason therefor, and none of
our Company and/or the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters will entertain any enquiry and/or correspondence on
the decision of our Company. This right applies to applications made by way of
Application Forms and by way of Electronic Applications and by such other forms of
application as the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners
and Underwriters may, in consultation with our Company, deem appropriate. In
deciding the basis of allocation, our Company, in consultation with the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters, will give due
consideration to the desirability of allocating the Offering Shares to a reasonable
number of applicants with a view to establishing an adequate market for the Offering
Shares.
(18)
In the event that our Company lodges a supplementary or replacement prospectus

(Relevant Document) pursuant to the Securities and Futures Act or any applicable
legislation in force from time to time prior to the close of the Offering, and the Offering
Shares have not been issued and/or transferred, our Company will (as required by
law) at our Companys sole and absolute discretion either:
(a)
within two days (excluding any Saturday, Sunday or public holiday) from the
date of the lodgment of the Relevant Document, give you notice in writing of
how to obtain, or arrange to receive, a copy of the same and provide you with
an option to withdraw your application and take all reasonable steps to make
available within a reasonable period the Relevant Document to you if you have
indicated that you wish to obtain, or have arranged to receive, a copy of the
Relevant Document; or
(b)
within seven days of the lodgment of the Relevant Document, give you a copy
of the Relevant Document and provide you with an option to withdraw your
application; or
N-4
(c)
deem your application as withdrawn and cancelled and refund your application
monies (without interest or any share of revenue or other benefit arising
therefrom) to you within seven days from the lodgment of the Relevant
Document.
Any applicant who wishes to exercise his option under paragraphs 18(a) and (b) above
to withdraw his application shall, within 14 days from the date of lodgment of the
Relevant Document, notify our Company whereupon our Company shall, within
seven days from the receipt of such notification, return all monies in respect of such
application (without interest or any share of revenue or other benefit arising therefrom).
In the event that the Offering Shares have already been issued and/or transferred at
the time of the lodgment of the Relevant Document but trading has not commenced,
our Company will (as required by law) either:
(i)
within two days (excluding any Saturday, Sunday or public holiday) from the
date of the lodgment of the Relevant Document, give you notice in writing of
how to obtain, or arrange to receive, a copy of the same and provide you with
an option to return to our Company the Offering Shares which you do not wish
to retain title in and take all reasonable steps to make available within a
reasonable period the Relevant Document to you if you have indicated that you
wish to obtain, or have arranged to receive, a copy of the Relevant Document;
or
(ii)
within seven days from the lodgment of the Relevant Document, give you a
copy of the Relevant Document and provide you with an option to return the
Offering Shares which you do not wish to retain title in; or
(iii)
deem the issue and/or sale as void and refund your payment for the Offering
Shares (without interest or any share of revenue or other benefit arising
therefrom) within seven days from the lodgment of the Relevant Document.
Any applicant who wishes to exercise his option under paragraphs 18(c)(i) and
(ii) above to return the Offering Shares issued and/or sold to him shall, within 14 days
from the date of lodgment of the Relevant Document, notify our Company of this and
return all documents, if any, purporting to be evidence of title of those Offering Shares,
whereupon our Company shall, within seven days from the receipt of such notification
and documents, pay to him all monies paid by him for the Offering Shares without
interest or any share of revenue or other benefit arising therefrom and at his own risk,
and the Offering Shares issued and/or sold to him shall be deemed to be void.
Additional terms and instructions applicable upon the lodgment of the Relevant
Document, including instructions on how you can exercise the option to withdraw, may
be found in such Relevant Document.
(19)
The Offering Shares may be reallocated between the International Offering and the
Public Offering for any reason, including in the event of excess applications in one and
a deficit of applications in the other at the discretion of the Joint Global Coordinators,
Joint Issue Managers, Joint Bookrunners and Underwriters, in consultation with our
Company, subject to any applicable laws.
(20)
Subject to your provision of a valid and correct CDP Securities Account number, share
certificates will be registered in the name of CDP or its nominee and will be forwarded
only to CDP. It is expected that CDP will send to you, at your own risk, within 15
Market Days after the close of the Offering, and subject to the submission of valid
applications and payment for the Offering Shares, a statement of account stating that
your Securities Account has been credited with the number of Offering Shares
N-5
allocated to you. This will be the only acknowledgement of application monies received
and is not an acknowledgement by our Company. You irrevocably authorize CDP to
complete and sign on your behalf as transferee or renouncee any instrument of
transfer and/or other documents required for the issue or transfer of the Offering
Shares allocated to you. This authorization applies to applications made both by way
of Application Forms and by way of Electronic Applications.
(21)
You irrevocably authorize CDP to disclose the outcome of your application, including
the number of Offering Shares allocated to you pursuant to your application, to our
Company, the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and
Underwriters and any other parties so authorized by CDP, our Company and/or the
Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters.
(22)
Any reference to you or the Applicant in this section shall include an individual, a
corporation, an approved nominee company and trustee applying for the Offering
Shares by way of an Application Form or by way of Electronic Application or by such
other manner as the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters may, in their absolute discretion, deem appropriate.
(23)
By completing and delivering an Application Form and, in the case of: (i) an ATM
Electronic Application, by pressing the Enter or OK or Confirm or Yes key or any
other relevant key on the ATM, or (ii) in the case of an Internet Electronic Application
or mBanking Application, by clicking Submit or Continue or Yes or Confirm or
any other button on the IB website screen or mobile banking interface in accordance
with the provisions herein, you:
(a)
irrevocably agree and undertake to purchase and/or subscribe for the number
of Offering Shares specified in your application (or such smaller number for
which the application is accepted) at the Offering Price for each Offering Share
and agree that you will accept such number of Offering Shares as may be
allocated to you, in each case on the terms of, and subject to the conditions set
out in, the Prospectus and its accompanying documents (including the
Application Forms) and the Memorandum of Association of our Company;
(b)
agree that, in the event of any inconsistency between the terms and conditions
for application set out in this Prospectus and its accompanying documents
(including the Application Form) and those set out in the IB websites or mobile
banking interface or ATMs of the Participating Banks, the terms and conditions
set out in the Prospectus and its accompanying documents (including the
Application Forms) shall prevail;
(c)
in the case of an application by way of a Public Offer Shares Application Form

or an Electronic Application, agree that the aggregate Offering Price for the
Public Offer Shares applied for is due and payable to our Company upon
application;
(d)
in the case of an application by way of a Placement Shares Application Form or

such other forms of application as the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters may in their absolute discretion
deem appropriate, agree that the aggregate Offering Price for the Placement
Shares applied for is due and payable to our Company upon application;
(e)
warrant the truth and accuracy of the information contained, and

representations and declarations made, in your application, and acknowledge
and agree that such information, representations and declarations will be relied
on by our Company in determining whether to accept your application and/or
whether to allocate any Offering Shares to you;
N-6
(24)
(25)
(f)
agree and warrant that, if the laws of any jurisdictions outside Singapore are
applicable to your application, you have complied with all such laws and none
of our Company, nor any of the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters will infringe any such laws as a
result of the acceptance of your application;
(g)
agree and confirm that you are outside the United States; and
(h)
understand that the Offering Shares have not been and will not be registered
under the Securities Act or the securities laws of any state of the United States
and may not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. There will be no
public offer of the Offering Shares in the United States. Any failure to comply
with this restriction may constitute a violation of the United States securities
laws.
Acceptance of applications will be conditional upon, among others, our Company

being satisfied that:
(a)
permission has been granted by the SGX-ST to deal in and for the quotation of
all of the (i) issued Shares, (ii) Offering Shares, (iii) Additional Shares, and
(iv) Plan Shares on the Main Board of the SGX-ST;
(b)
each of the Placement Agreement and Offer Agreement, referred to in the

section on Plan of Distribution in this Prospectus, has become unconditional
and has not been terminated; and
(c)
the Authority has not served a stop order which directs that no or no further
shares to which this Prospectus relates be allotted, issued or sold (Stop
Order). The Securities and Futures Act provides that the Authority shall not
serve a Stop Order if all the Offering Shares have been issued, sold, and listed
for quotation on the SGX-ST and trading in them has commenced.
In the event that a Stop Order in respect of the Offering Shares is served by the
Authority or other competent authority, and:
(a)
the Offering Shares have not been issued and/or transferred (as required by
law), all applications shall be deemed to be withdrawn and cancelled and our
Company shall refund the application monies (without interest or any share of
revenue or other benefit arising therefrom) to you within 14 days of the date of
the Stop Order; or
(b)
if the Offering Shares have already been issued and/or transferred but trading
has not commenced, the issue and/or sale will (as required by law) be deemed
void and our Company shall refund your payment for the Offering Shares
(without interest or any share of revenue or other benefit arising therefrom) to
you within seven days from the date of the Stop Order.
This shall not apply where only an interim Stop Order has been served.
(26)
In the event that an interim Stop Order in respect of the Offering Shares is served by
the Authority or other competent authority, no Offering Shares shall be issued and/or
transferred to you until the Authority revokes the interim Stop Order. The Authority is
not able to serve a Stop Order in respect of the Offering Shares if the Offering Shares
have been issued and/or transferred and listed on the SGX-ST and trading in them has
commenced.
N-7
(27)
Additional terms and conditions for applications by way of Application Forms are set
out in the section entitled Additional Terms and Conditions for Applications using
Printed Application Forms on pages N-8 to N-11 of this Prospectus.
(28)
Additional terms and conditions for applications by way of Electronic Applications are
set out in the section entitled Additional Terms and Conditions for Electronic
Applications on pages N-13 to N-20 of this Prospectus.
(29)
All payments in respect of any application for Public Offer Shares, and all refunds
where (a) an application is rejected or accepted in part only, or (b) the Offering does
not proceed for any reason, shall be made in Singapore dollars.
(30)
All payments in respect of any application for Placement Shares, and all refunds where
(a) an application is rejected or accepted in part only, or (b) the Offering does not
proceed for any reason, shall be made in Singapore dollars.
(31)
All payments in respect of any application for Reserved Shares, and all refunds where
(a) an application is rejected or accepted in part only, or (b) the Offering does not
proceed for any reason, shall be made in Singapore dollars.
(32)
No application will be held in reserve.
(33)
This Prospectus is dated August 7, 2014. No Shares shall be allotted or allocated on

the basis of this Prospectus later than 6 months after the date of registration of this
Prospectus by the Authority.
Additional Terms and Conditions for Applications using Printed Application Forms
Applications by way of an Application Form shall be made on, and subject to the terms and
conditions of this Prospectus, including but not limited to the terms and conditions set out
below, as well as those set out under the section entitled Terms, Conditions and Procedures
for Application for and Acceptance of the Offering Shares in Singapore of this Prospectus
and the Memorandum and Articles of Association of our Company.
(1)
Applications for the Public Offer Shares must be made using the printed WHITE Public
Offer Shares Application Forms and printed WHITE official envelopes A and B,
accompanying and forming part of this Prospectus.
Applications for the Placement Shares (other than the Reserved Shares) must be
made using the printed BLUE Placement Shares Application Forms (or in such
manner as the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners
and Underwriters may in their absolute discretion deem appropriate), accompanying
and forming part of this Prospectus.
Applications for the Reserved Shares must be made using the printed PINK Reserved
Shares Application Forms, accompanying and forming part of this Prospectus.
Without prejudice to the rights of our Company, and the Joint Global Coordinators,
Joint Issue Managers, Joint Bookrunners, the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters, as agents of our Company have been
authorized to accept, for and on behalf of our Company such other forms of
application, as the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners
and Underwriters may (in consultation with our Company) deem appropriate.
Your attention is drawn to the detailed instructions contained in the Application Forms
and this Prospectus for the completion of the Application Forms, which must be
carefully followed. Our Company reserves the right to reject applications which do
not conform strictly to the instructions set out in the Application Forms and this
N-8
Prospectus (or, in the case of applications for the Placement Shares, followed)
which are illegible, incomplete, incorrectly completed or which are accompanied
by improperly drawn remittances or improper form of remittances.
(2)
You must complete your Application Forms in English. Please type or write clearly in
ink using BLOCK LETTERS.
(3)
You must complete all spaces in your Application Forms except those under the
heading FOR OFFICIAL USE ONLY and you must write the words NOT
APPLICABLE or N.A. in any space that is not applicable.
(4)
Individuals, corporations, approved nominee companies and trustees must give their
names in full. If you are an individual, you must make your application using your full
name as it appears on your NRIC (if you have such an identification document) or in
your passport and, in the case of a corporation, in your full name as registered with a
competent authority. If you are not an individual, you must complete the Application
Form under the hand of an official who must state the name and capacity in which he
signs the Application Form. If you are a corporation completing the Application Form,
you are required to affix your common seal (if any) in accordance with your
Memorandum and Articles of Association or equivalent constitutive documents of the
corporation. If you are a corporate applicant and your application is successful, a copy
of your Memorandum and Articles of Association or equivalent constitutive documents
must be lodged with the Share Registrar. Our Company reserves the right to require
you to produce documentary proof of identification for verification purposes.
(5)
(a)
You must complete Sections A and B and sign page 1 of the Application Form.
(b)
You are required to delete either paragraph 7(a) or 7(b) on page 1 of the
Application Form. Where paragraph 7(a) is deleted, you must also complete
Section C of the Application Form with particulars of the beneficial owner(s).
(c)
If you fail to make the required declaration in paragraph 7(a) or 7(b), as the
case may be, on page 1 of the Application Form, your application is liable to be
rejected.
(6)
You (whether an individual or corporate applicant, whether incorporated or

unincorporated and wherever incorporated or constituted) will be required to declare
whether you are a citizen or permanent resident of Singapore or a corporation in which
citizens or permanent residents of Singapore or any body corporate constituted under
any statute of Singapore have an interest in the aggregate of more than 50.0% of the
issued share capital of or interests in such corporation. If you are an approved
nominee company, you are required to declare whether the beneficial owner of the
Offering Shares is a citizen or permanent resident of Singapore or a corporation,
whether incorporated or unincorporated and wherever incorporated or constituted, in
which citizens or permanent residents of Singapore or any body corporate
incorporated or constituted under any statute of Singapore have an interest in the
aggregate of more than 50.0% of the issued share capital of or interests in such
corporation.
(7)
You may apply and make payment for your application for the Public Offer Shares in
Singapore currency using only cash. Each application must be accompanied by a cash
remittance in Singapore currency for the full amount payable in Singapore dollars of
the Offering Price of S$0.80 for each Public Offer Share, in respect of the number of
Public Offer Shares applied for. The remittance must in the form of a BANKERS
DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in favor of
JAPFA SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY with your name,
CDP Securities Account number and address written clearly on the reverse side.
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Applications not accompanied by any payment or accompanied by any other form of

payment will not be accepted. No combined Bankers Draft or Cashiers Order for
different CDP Securities Accounts shall be accepted. Remittances bearing NOT
TRANSFERABLE or NON-TRANSFERABLE crossings will be rejected.
(8)
Monies paid in respect of unsuccessful applications are expected to be returned

(without interest or any share of revenue or other benefit arising therefrom) to you by
ordinary post, in the event of over-subscription for the Public Offer Shares, within 24
hours of the balloting (or such shorter period as the SGX-ST may require), at your own
risk. Where your application is rejected or accepted or in part only, the full amount or
the balance of the application monies, as the case may be, will be refunded (without
interest or any share of revenue or other benefit arising therefrom) to you by ordinary
post at your own risk within 14 Market Days after the close of the Offering, PROVIDED
THAT the remittance accompanying such application which has been presented for
payment or other processes has been honored and the application monies received in
the designated share issue account. If the Offering does not proceed for any reason,
the full amount of application monies (without interest or any share of revenue or other
benefit arising therefrom) will be returned to you within three Market Days after the
Offering is discontinued.
(9)
Capitalized terms used in the Application Forms and defined in this Prospectus shall
bear the meanings assigned to them in this Prospectus.
(10)
By completing and delivering the Application Forms, you agree that:

(a)
in consideration of our Company having distributed the Application Form to you

and by completing and delivering the Application Form before the close of the
Offering:
(i)
your application is irrevocable;
(ii)
your remittance will be honored on first presentation and that any monies
returnable may be held pending clearance of your payment without
interest or any share of revenue or other benefit arising therefrom; and
(iii)
you represent and agree that you are located outside the United States
(within the meaning of Regulation S);
(b)
all applications, acceptances or contracts resulting therefrom under the Offering

shall be governed by and construed in accordance with the laws of Singapore
and that you irrevocably submit to the non-exclusive jurisdiction of the
Singapore courts;
(c)
in respect of the Public Offer Shares for which your application has been
received and not rejected, acceptance of your application shall be constituted
by written notification by or on behalf of our Company and not otherwise,
notwithstanding any remittance being presented for payment by or on behalf of
our Company;
(d)
you will not be entitled to exercise any remedy of rescission for

misrepresentation at any time after acceptance of your application;
(e)
reliance is placed solely on information contained in this Prospectus and that

none of our Company, the Joint Global Coordinators, Joint Issue Managers,
Joint Bookrunners and Underwriters or any other person involved in the
Offering shall have any liability for any information not contained therein;
N-10
(f)
for the purposes of facilitating your application, you consent to the collection,
use and disclosure, by or on behalf of the Company, of your name, NRIC/
passport number or company registration number, address, nationality,
permanent resident status, Securities Account number, share application
amount, and other personal data to the Share Registrar, CDP, CPF Board,
Securities Clearing Computer Services (Pte) Ltd (SCCS), SGX-ST, our
Company, the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters and other authorized operators (the Relevant
Parties); and
(g)
you irrevocably agree and undertake to purchase and/or subscribe for the
number of Public Offer Shares applied for as stated in the Application Form or
any smaller number of such Public Offer shares that may be allocated to you in
respect of your application. In the event that our Company decides to allocate
any smaller number of Public Offer Shares or not to allocate any Public Offer
Shares to you, you agree to accept such decision as final.
Procedures Relating to Applications for the Public Offer Shares by Way of Printed
Application Forms
(1)
Your application for the Public Offer Shares by way of printed Application Forms must
be made using the WHITE Public Offer Shares Application Forms and WHITE official
envelopes A and B.
(2)
You must:
(a)
enclose the WHITE Public Offer Shares Application Form, duly completed and
signed, together with correct remittance for the full amount payable at the
Offering Price in Singapore currency in accordance with the terms and
conditions of this Prospectus and its accompanying documents, in the WHITE
official envelope A provided;
(b)
in appropriate spaces on the WHITE official envelope A:

(i)
write your name and address;
(ii)
state the number of Public Offer Shares applied for; and
(iii)
tick the relevant box to indicate form of payment;
(c)
SEAL THE WHITE OFFICIAL ENVELOPE A;
(d)
write, in the special box provided on the larger WHITE official envelope B
addressed to Japfa Ltd., c/o Boardroom Corporate & Advisory Services Pte.
Ltd., 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, the
number of Public Offer Shares you have applied for;
(e)
insert the WHITE official envelope A into the WHITE official envelope B and
seal the WHITE OFFICIAL ENVELOPE B; and
(f)
affix adequate Singapore postage on the WHITE official envelope B (if

dispatching by ordinary post) and thereafter DESPATCH BY ORDINARY
POST OR DELIVER BY HAND the documents at your own risk to c/o
Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01
Singapore Land Tower, Singapore 048623, so as to arrive by 12.00 p.m. on
August 13, 2014 or such other date(s) and time(s) as our Company may agree
with the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners
and Underwriters. Courier services or Registered Post must NOT be used.
N-11
(3)
Applications that are illegible, incomplete or incorrectly completed or accompanied by

improperly drawn remittances or which are not honored upon their first presentation
are liable to be rejected. Except for application for the Placement Shares where
remittance is permitted to be submitted separately, applications for the Public Offer
Shares not accompanied by any payment or any other form of payment will not be
accepted.
(4)
ONLY ONE APPLICATION should be enclosed in each envelope. No

acknowledgement of receipt will be issued for any application or remittance received.
Procedures Relating to Applications for the Placement Shares (other than the
Reserved Shares) by Way of Printed Application Forms
(1)
Your application for the Placement Shares (other than the Reserved Shares) by way of
printed Application Forms must be made using the BLUE Placement Shares
Application Forms.
(2)
The completed and signed BLUE Placement Shares Application Form and your
remittance, in accordance with the terms and conditions of this Prospectus, for the full
amount payable at the Offering Price, as the case may be, for each Placement Share
in respect of the number of Placement Shares applied for, with your name, Securities
Account number and address clearly written on the reverse side, must be enclosed
and sealed in an envelope to be provided by you. Your application for Placement
Shares must be delivered to Japfa Ltd., c/o Boardroom Corporate & Advisory Services
Pte. Ltd., 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, to
arrive by 12.00 p.m. on August 13, 2014 or such other date(s) and time(s) as our
Company may agree with the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters. Courier services or Registered Post must NOT be
used.
(3)
In respect of an application for Placement Shares (other than the Reserved Shares),
you may alternatively remit your application monies by electronic transfer to the
account of Japfa Ltd., Current Account No. 003-710549-0 in favor of JAPFA SHARE
ISSUE ACCOUNT by 12.00 p.m. on August 13, 2014 or such other date(s) and
time(s) as our Company may agree with the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters. Applicants who remit their application
monies via electronic transfer should send a copy of the telegraphic transfer advice
slip to Japfa Ltd., c/o Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles
Place, #32-01 Singapore Land Tower, Singapore 048623, to arrive by 12.00 p.m. on
August 13, 2014 or such other date(s) and time(s) as our Company may agree with the
Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters.
(4)

are liable to be rejected.
(5)

Procedures Relating to Applications for the Reserved Shares by Way of Printed

Application Forms
(1)
Your application for the Reserved Shares by way of printed Application Forms must be
made using the PINK Reserved Shares Application Forms.
(2)
The completed and signed PINK Reserved Shares Application Form and your
remittance, in accordance with the terms and conditions of this Prospectus, for the full
amount payable at the Offering Price, as the case may be, for each Reserved Share in
respect of the number of Reserved Shares applied for, with your name, Securities
N-12
Account number and address clearly written on the reverse side, must be enclosed
and sealed in the WHITE official envelope. Your application for Reserved Shares must
be delivered Japfa Ltd., c/o Boardroom Corporate & Advisory Services Pte. Ltd.,
50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, to arrive by
12.00 p.m. on August 13, 2014 or such other date(s) and time(s) as our Company may
agree with the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners
and Underwriters. Courier services or Registered Post must NOT be used.
(3)

are liable to be rejected.
(4)

Additional Terms and Conditions for Electronic Applications

Electronic Applications shall be made on and subject to the terms and conditions of this
Prospectus, including but not limited to the terms and conditions set out below and those
under the section Terms, Conditions and Procedures for Application for and Acceptance of
the Offering Shares in Singapore, as well as the Memorandum of Association of our
Company.
(1)
The procedures for Electronic Applications are set out on the ATM screens of the
relevant Participating Banks (in the case of ATM Electronic Applications) and the IB
website screens of the relevant Participating Banks (in the case of Internet Electronic
Applications) and the mobile banking interface of the relevant Participating Banks (in
the case of mBanking Applications). Currently, DBS Bank, Oversea-Chinese Banking
Corporation Limited and United Overseas Bank Limited and its subsidiary, Far Eastern
Bank Limited are the Participating Banks through which Internet Electronic
Applications may be made and DBS Bank is the only Participating Bank through which
mBanking Applications may be made.
(2)
For illustration purposes, the procedures for Electronic Applications for Public Offer
Shares through ATMs and the IB website of DBS Bank and the mBanking Interface
(together the Steps) are set out in pages N-21 to N-23 of this Prospectus. The Steps
set out the actions that you must take at ATMs, the IB website or the mBanking
Interface of DBS Bank to complete an Electronic Application. The actions that you
must take at the ATMs or the IB websites of the other Participating Banks are set out
on the ATM screens or the IB website screens of the respective Participating Banks.
Please read carefully the terms and conditions of this Prospectus and its
accompanying documents (including the Application Form), the Steps and the terms
and conditions for Electronic Applications set out below before making an Electronic
Application.
(3)
Any reference to you or the Applicant in these Additional Terms and Conditions for
Electronic Applications and the Steps shall refer to you making an application for
Public Offer Shares through an ATM of one of the relevant Participating Banks or the
IB website of a relevant Participating Bank or the mBanking Interface of DBS Bank.
(4)
If you are making an ATM Electronic Application:

(a)
You must have an existing bank account with and be an ATM cardholder of one
of the Participating Banks. An ATM card issued by one Participating Bank
cannot be used to apply for Public Offer Shares at an ATM belonging to other
Participating Banks.
N-13
(5)
(6)
(b)
You must ensure that you enter your own Securities Account number when
using the ATM card issued to you in your own name. If you fail to use your own
ATM card or do not key in your own Securities Account number, your
application will be rejected. If you operate a joint bank account with any of the
Participating Banks, you must ensure that you enter your own Securities
Account number when using the ATM card issued to you in your own name.
Using your own Securities Account number with an ATM card which is not
issued to you in your own name will render your Electronic Application liable to
be rejected.
(c)
Upon the completion of your ATM Electronic Application, you will receive an
ATM transaction slip (Transaction Record), confirming the details of your
ATM Electronic Application. The Transaction Record is for your retention and
should not be submitted with any printed Application Form.
If you are making an Internet Electronic Application or an mBanking Application:

(a)
You must have an existing bank account with, and a User Identification (User
ID) as well as a Personal Identification Number (PIN) given by, the relevant
Participating Bank.
(b)
You must ensure that the mailing address of your account selected for the
application is in Singapore and you must declare that the application is being
made in Singapore. Otherwise, your application is liable to be rejected. In
connection with this, you will be asked to declare that you are in Singapore at
the time you make the application.
(c)
Upon the completion of your Internet Electronic Application through the IB

website of the relevant Participating Bank or the mBanking Interface of DBS
Bank, there will be an on-screen confirmation (Confirmation Screen) of the
application which can be printed out or screen captured by you for your record.
This printed record or screen capture of the Confirmation Screen is for your
retention and should not be submitted with any printed Application Form.
In connection with your Electronic Application for Public Offer Shares, you are required
to confirm statements to the following effect in the course of activating the Electronic
Application:
(a)
that you have received a copy of the Prospectus (in the case of ATM Electronic
Applications) and have read, understood and agreed to all the terms and
conditions of application for the Public Offer Shares and the Prospectus prior to
effecting the Electronic Application and agree to be bound by the same;
(b)
for the purposes of facilitating your application, that you consent to the
collection, use and disclosure, by or on behalf of the Company of your name,
NRIC/passport number, address, nationality, permanent resident status, CDP
Securities Account number, CPF Investment Account number (if applicable),
Public Offer Share application amount and other personal data (the Relevant
Particulars) from your account with the relevant Participating Bank to the
Relevant Parties; and
(c)
where you are applying for the Public Offer Shares, that this is your only
application for the Public Offer Shares and it is made in your name and at your
own risk.
Your application will not be successfully completed and cannot be recorded as a

completed transaction unless you press the Enter or OK or Confirm or Yes or
any other relevant key in the ATM or click Confirm or OK or Submit or Continue
N-14
or Yes or any other relevant button on the website screen or the mBanking Interface.
By doing so, you shall be treated as signifying your confirmation of each of the three
statements above. In respect of statement 6(b) above, your confirmation, by pressing
the Enter or OK or Confirm or Yes or any other relevant key in the ATM or
clicking Confirm or OK or Submit or Continue or Yes or any other relevant
button, shall signify and shall be treated as your written permission, given in
accordance with the relevant laws of Singapore, including Section 47(2) of the Banking
Act, Chapter 19 of Singapore, to the disclosure by that Participating Bank of the
Relevant Particulars of your account(s) with that Participating Bank to the Relevant
Parties.
By making an Electronic Application you confirm that you are not applying for the
Public Offer Shares as a nominee of any other person and that any Electronic
Application that you make is the only application made by you as the beneficial owner.
You shall make only one Electronic Application for the Public Offer Shares and shall
not make any other application for the Public Offer Shares whether at the ATMs of any
Participating Bank, the IB websites of the relevant Participating Banks or the mBanking
Interface of DBS Bank or on the Application Forms. Where you have made an
application for the Public Offer Shares on an Application Form, you shall not make an
Electronic Application for the Public Offer Shares and vice versa.
(7)
You must have sufficient funds in your bank account at the time you make your ATM
Electronic Application, Internet Electronic Application or mBanking Application, failing
which such Electronic Application will not be completed. Any Electronic Application
which does not conform strictly to the instructions set out in this Prospectus or on the
screens of the ATMs or on the IB website of the relevant Participating Bank or the
mBanking Interface of DBS Bank, as the case may be, through which your Electronic
Application is being made shall be rejected.
(8)
You may apply and make payment for your application for the Public Offer Shares in
Singapore currency through any ATM or IB website of your Participating Bank or the
mBanking Interface of DBS Bank (as the case may be) by authorizing your
Participating Bank to deduct the full amount payable from your bank account(s) with
such Participating Bank.
(9)
You irrevocably agree and undertake to subscribe for and to accept the number of
Public Offer Shares applied for as stated on the Transaction Record or the
Confirmation Screen or any lesser number of such Public Offer Shares that may be
allocated to you in respect of your Electronic Application. In the event that our
Company decides to allocate any lesser number of such Public Offer Shares or not to
allocate any Public Offer Shares to you, you agree to accept such decision as final. If
your Electronic Application is successful, your confirmation (by your action of pressing
the Enter or OK or Confirm or Yes or any other relevant key in the ATM or
clicking Confirm or OK or Submit or Continue or Yes or any other relevant
button on the Internet screen or the mBanking Interface of DBS Bank) of the number of
Public Offer Shares applied for shall signify and shall be treated as your acceptance of
the number of Public Offer Shares that may be allocated to you and your agreement to
be bound by the Memorandum and Articles of Association of our Company.
(10)
Our Company will not keep any application in reserve. Where your Electronic
Application is unsuccessful, the full amount of the application monies will be returned
(without interest or any share of revenue or other benefit arising therefrom) to you by
being automatically credited to your account with your Participating Bank, within 24
hours of the balloting (or such shorter period as the SGX-ST may require) provided
that the remittance in respect of such application which has been presented for
payment or other processes has been honored and the application monies received in
the designated share issue account.
N-15
Where your Electronic Application is accepted or rejected in full or in part only, the
balance of the application monies, as the case may be, will be returned (without
interest or any share of revenue or other benefit arising therefrom) to you by being
automatically credited to your account with your Participating Bank, within 14 Market
Days after the close of the Offering provided that the remittance in respect of such
application which has been presented for payment or other processes has been
honored and the application monies received in the designated share issue account.
If the Offering does not proceed for any reason, the full amount of application monies
(without interest or any share of revenue or other benefit arising therefrom) will be
returned to you within three Market Days after the Offering is discontinued.
Responsibility for timely refund of application monies (whether from unsuccessful or
partially successful Electronic Applications or otherwise) lies solely with the respective
Participating Banks. Therefore, you are strongly advised to consult your Participating
Bank as to the status of your Electronic Application and/or the refund of any money to
you from an unsuccessful or partially successful Electronic Application, to determine
the exact number of Public Offer Shares, if any, allocated to you before trading the
Shares on the SGX-ST. None of the SGX-ST, CDP, SCCS, the Participating Banks,
our Company or the Joint Global Coordinators, Joint Issue Managers, Joint
Bookrunners and Underwriters assume any responsibility for any loss that may be
incurred as a result of you having to cover any net sell positions or from buy-in
procedures activated by the SGX-ST.
(11)
If your Electronic Application is unsuccessful, no notification will be sent by the

relevant Participating Bank.
(12)
Applicants who make ATM Electronic Applications through the ATMs of the following
Participating Banks may check the provisional results of their ATM Electronic
Applications as follows:
Bank
Telephone
DBS Bank Ltd.

(including POSB)
(DBS Bank)
Operating
Hours
Service
expected from
24 hours a
day
Evening of
the balloting
day
24 hours a
day
Evening of
the balloting
day
ATM (Other Transactions

24 hours a
IPO Enquiry) / IB
day
http://www.uobgroup.com(3)
Evening of
the balloting
day
Other Channels
1800 339 6666

IB
(for POSB account http://www.dbs.com(1)
holders)
1800 111 1111
(for DBS account
holders)
1800 363 3333
Phone Banking / ATM / IB
http://www.ocbc.com(2)
Oversea-Chinese
Banking Corporation
Limited (OCBC
Bank)
United Overseas Bank 1800 222 2121
Limited and its
subsidiary, Far
Eastern Bank Limited
(UOB Group)
Notes:
(1)
Applicants who have made Internet Electronic Applications through the IB websites of DBS Bank or mBanking Applications
through the mBanking Interface of DBS Bank may also check the results of their applications through the same channels
listed in the table above in relation to ATM Electronic Applications made at the ATMs of DBS Bank.
(2)
Applicants who have made Electronic Application through the ATMs of OCBC Bank may check the results of their
applications through OCBC Bank Personal Internet Banking, OCBC Bank ATMs or OCBC Bank Phone Banking services.
(3)
Applicants who have made Electronic Application through the ATMs or the IB website of the UOB Group may check the
results of their applications through UOB Personal Internet Banking, UOB Group ATMs or UOB Phone Banking services.
(13)
ATM Electronic Applications shall close at 12.00 p.m. on August 13, 2014 or such
other date(s) and time(s) as our Company may agree with the Joint Global
N-16
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters. All Internet
Electronic Applications and mBanking Applications must be received by 12.00 p.m. on
August 13, 2014, or such other date(s) and time(s) as our Company may agree with
the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners and
Underwriters. Internet Electronic Applications and mBanking Applications are deemed
to be received when they enter the designated information system of the relevant
Participating Bank.
(14)
You are deemed to have irrevocably requested and authorized our Company to:
(a)
return or refund (without interest or any share of revenue earned or other

benefit arising therefrom) the application monies, should your Electronic
Application be rejected or if the Offering does not proceed for any reason, by
automatically crediting your bank account with your Participating Bank, with the
relevant amount within 24 hours after balloting (or such shorter period as the
SGX-ST may require), or within three Market Days if the Offering does not
proceed for any reason, after the close or discontinuation (as the case may be)
of the Offering, PROVIDED THAT the remittance in respect of such application
which has been presented for payment or such other processes has been
honored and application monies received in the designated share issue
account; and
(b)
return or refund (without interest or any share of revenue or other benefit arising
therefrom) the balance of the application monies, should your Electronic
Application be rejected or accepted in part only, by automatically crediting your
bank account with your Participating Bank, at your risk, with the relevant
amount within 14 Market Days after the close of the Offering, PROVIDED THAT
the remittance in respect of such application which has been presented for
payment or such other processes has been honored and application monies
received in the designated share issue account.
(15)
You irrevocably agree and acknowledge that your Electronic Application is subject to
risks of electrical, electronic, technical and computer-related faults and breakdown,
fires, acts of God and other events beyond the control of the Participating Banks, our
Company, and the Joint Global Coordinators, Joint Issue Managers, Joint Bookrunners
and Underwriters, and if, in any such event our Company, the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters, and/or the
relevant Participating Bank do not receive your Electronic Application, or any data
relating to your Electronic Application or the tape or any other devices containing such
data is lost, corrupted or not otherwise accessible, whether wholly or partially for
whatever reason, you shall be deemed not to have made an Electronic Application and
you shall have no claim whatsoever against our Company, the Joint Global
Coordinators, Joint Issue Managers, Joint Bookrunners and Underwriters and/or the
relevant Participating Bank for any Public Offer Shares applied for or for any
compensation, loss or damage.
(16)
The existence of a trust will not be recognized. Any Electronic Application by a trustee
must be made in his own name and without qualification. Our Company shall reject
any application by any person acting as nominee (other than approved nominee
companies).
(17)
All your particulars in the records of your Participating Bank at the time you make your
Electronic Application shall be deemed to be true and correct and your Participating
Bank and the Relevant Parties shall be entitled to rely on the accuracy thereof. If there
has been any change in your particulars after making your Electronic Application, you
must promptly notify your Participating Bank.
(18)
You should ensure that your personal particulars as recorded by both CDP and the
relevant Participating Bank are correct and identical, otherwise, your Electronic
N-17
Application is liable to be rejected. You should promptly inform CDP of any change in
address, failing which the notification letter on successful allocation will be sent to your
address last registered with CDP.
(19)
By making and completing an Electronic Application, you are deemed to have agreed
that:
(a)
in consideration of our Company making available the Electronic Application

facility, through the Participating Banks acting as agents of our Company, at the
ATMs and IB websites of the relevant Participating Banks and the mBanking
Interface of DBS Bank:
(i)
your Electronic Application is irrevocable;
(ii)
your Electronic Application, the acceptance by our Company and the

contract resulting therefrom under the Public Offering shall be governed
by and construed in accordance with the laws of Singapore and you
irrevocably submit to the non-exclusive jurisdiction of the Singapore
courts; and
(iii)
you represent and agree that you are not located in the United States
(within the meaning of Regulations S);
(b)
none of CDP, our Company, the Joint Global Coordinators, Joint Issue
Managers, Joint Bookrunners and Underwriters and the Participating Banks
shall be liable for any delays, failures or inaccuracies in the recording, storage
or in the transmission or delivery of data relating to your Electronic Application
to our Company or CDP or the SGX-ST due to breakdowns or failure of
transmission, delivery or communication facilities or any risks referred to in
paragraph 15 above or to any cause beyond their respective controls;
(c)
in respect of the Public Offer Shares for which your Electronic Application has
been successfully completed and not rejected, acceptance of your Electronic
Application shall be constituted by written notification by or on behalf of our
Company and not otherwise, notwithstanding any payment received by or on
behalf of our Company;
(d)
you will not be entitled to exercise any remedy for rescission for
misrepresentation at any time after acceptance of your application;
(e)
reliance is placed solely on information contained in this Prospectus and that

none of our Company, the Joint Global Coordinators, Joint Issue Managers,
Joint Bookrunners and Underwriters or any other person involved in the
Offering shall have any liability for any information not contained therein; and
(f)
you irrevocably agree and undertake to subscribe for the number of Public Offer
Shares applied for as stated in your Electronic Application or any smaller
number of such Public Offer Shares that may be allocated to you in respect of
your Electronic Application. In the event our Company decide to allocate any
smaller number of such Public Offer Shares or not to allocate any Public Offer
Shares to you, you agree to accept such decision as final.
Steps for ATM Electronic Applications for Public Offer Shares through ATMs of DBS
(including POSB ATMs)
Instructions for ATM Electronic Applications will appear on the ATM screens of the respective
Participating Bank. For illustration purposes, the steps for making an ATM Electronic
Application through a DBS Bank or POSB ATM are shown below. Certain words appearing
N-18
on the screen are in abbreviated form (A/C, amt, appln, &, I/C, No., SGX and Max
refer to Account, amount, application, and, NRIC, Number, SGX-ST and
Maximum, respectively). Instructions for ATM Electronic Applications on the ATM screens of
Participating Banks (other than DBS Bank (including POSB)), may differ slightly from those
represented below.
Step 1 : Insert your personal DBS Bank or POSB ATM Card.
2 : Enter your Personal Identification Number.
3 : Select MORE SERVICES.
4 : Select language (for customers using multi-language card).
5 : Select ESA-IPO SHARE/INVESTMENTS.
6 : Select ELECTRONIC SECURITY APPLN (IPOS/BOND/ST-NOTES/
SECURITIES).
7 : Read and understand the following statements which will appear on the screen:
THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE

IN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT
OR PROFILE STATEMENT (AND IF APPLICABLE, A COPY OF THE
REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR
PROFILE STATEMENT) WHICH CAN BE OBTAINED FROM ANY DBS/POSB
BRANCH IN SINGAPORE AND, WHERE APPLICABLE, THE VARIOUS
PARTICIPATING BANKS DURING BANKING HOURS, SUBJECT TO
AVAILABILITY.
(IN THE CASE OF SECURITIES OFFERING THAT IS SUBJECT TO A

PROSPECTUS/OFFER INFORMATION/DOCUMENT REGISTERED WITH
THE MONETARY AUTHORITY OF SINGAPORE) ANYONE WISHING TO
ACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES) SHOULD
READ THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS
SUPPLEMENTED OR REPLACED, IF APPLICABLE) BEFORE SUBMITTING
HIS APPLICATION WHICH WILL NEED TO BE MADE IN THE MANNER SET
OUT IN THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS
SUPPLEMENTED OR REPLACED, IF APPLICABLE). A COPY OF THE
PROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IF
APPLICABLE, A COPY OF THE REPLACEMENT OR SUPPLEMENTARY
PROSPECTUS/DOCUMENT OR PROFILE STATEMENT HAS BEEN
LODGED WITH AND REGISTERED BY THE MONETARY AUTHORITY OF
SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR ITS OR THEIR
CONTENTS.
(IN THE CASE OF SECURITIES OFFERING THAT DOES NOT REQUIRE A

PROSPECTUS TO BE REGISTERED WITH THE MONETARY AUTHORITY
OF SINGAPORE) THE OFFER OF SECURITIES (OR UNITS OF
SECURITIES) MAY BE MADE IN A NOTICE PUBLISHED IN A NEWSPAPER
AND/OR A CIRCULAR/DOCUMENT DISTRIBUTED TO SECURITY
HOLDERS. ANYONE WISHING TO ACQUIRE SUCH SECURITIES (OR
UNITS OF SECURITIES) SHOULD READ THE NOTICE/CIRCULAR/
DOCUMENT BEFORE SUBMITTING THIS APPLICATION, WHICH WILL
NEED TO BE MADE IN THE MANNER SET OUT IN THE NOTICE/
CIRCULAR/DOCUMENT.
PRESS THE ENTER KEY TO CONFIRM THAT YOU HAVE READ AND
UNDERSTOOD.
N-19
8 : Select JAPFA to display details.

9 : Press the ENTER key to acknowledge:
YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THE

APPLICATION AND (WHERE APPLICABLE) THE PROSPECTUS, OFFER
INFORMATION STATEMENT, DOCUMENT, PROFILE STATEMENT,
REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT/
PROFILE STATEMENT NOTICE AND/OR CIRCULAR.
YOU CONSENT TO DISCLOSE YOUR NAME, NRIC/PASSPORT NO.,

ADDRESS, NATIONALITY, CDP SECURITIES A/C NO. AND SECURITY
APPLN AMOUNT FROM YOUR BANK A/C(S) TO UNIT REGISTRARS, SGX,
SCCS, CDP, CPF AND THE ISSUER/ VENDOR(S).
FOR FIXED AND MAX PRICE SECURITIES APPLICATION, THIS IS YOUR

ONLY APPLICATION AND IT IS MADE IN YOUR OWN NAME AND AT YOUR
OWN RISK.
THE MAXIMUM PRICE FOR EACH SECURITY IS PAYABLE IN FULL ON

APPLICATION AND SUBJECT TO REFUND IF THE FINAL PRICE IS
LOWER.
FOR TENDER SECURITIES APPLICATION, THIS IS YOUR ONLY

APPLICATION AT THE SELECTED TENDER PRICE AND IT IS MADE IN
YOUR OWN NAME AND AT YOUR OWN RISK.
YOU ARE NOT A US PERSON AS REFERRED TO IN (WHERE

APPLICABLE) THE PROSPECTUS, OFFER INFORMATION STATEMENT,
DOCUMENT,
PROFILE
STATEMENT,
REPLACEMENT
OR
SUPPLEMENTARY PROSPECTUS/DOCUMENT/PROFILE STATEMENT,
NOTICE AND/OR CIRCULAR.
THERE MAY BE A LIMIT ON THE MAXIMUM NUMBER OF SECURITIES

THAT YOU CAN APPLY FOR SUBJECT TO AVAILABILITY. YOU MAY BE
ALLOCATED A SMALLER NUMBER OF SECURITIES THAN YOU APPLIED
FOR OR (IN THE CASE OF AN EARLIER CLOSURE UPON FULL
SUBSCRIPTION) YOUR APPLICATION MAY BE REJECTED IF ALL THE
AVAILABLE SECURITIES HAVE BEEN FULLY ALLOCATED TO EARLIER
APPLICANTS.
10 : Select your nationality.

11 : Select the DBS Bank account (Autosave/Current/Savings/Savings Plus) or the
POSB account (Current/Savings) from which to debit your application monies.

12 : Enter the number of securities you wish to apply for using cash.
13 : Enter or confirm (if your CDP Securities Account number has already been stored in
DBSs records) your own 12-digit CDP Securities Account number (Note: This step
will be omitted automatically if your Securities Account Number has already been
stored in DBSs records).
14 : Check the details of your securities application, your CDP Securities Account
number, number of securities and application amount on the screen and press the
ENTER key to confirm your application.
15 : Remove the Transaction Record for your reference and retention only.
N-20
Steps for Internet Electronic Application for Public Offer Shares through the IB Website
of DBS Bank
For illustrative purposes, the steps for making an Internet Electronic Application through the
DBS IB website are shown below. Certain words appearing on the screen are in abbreviated
form (A/C, &, amt, I/C and No. refer to Account, and, Amount, NRIC and
Number, respectively).
Step
1 : Click on DBS website (www.dbs.com)

2 : Login to Internet banking.
3 : Enter your User ID and PIN.
4 : Enter your DBS iB Secure PIN
5 : Select Electronic Security Application (ESA).
6 : Click Yes to proceed and to warrant, among others, that you are currently in
Singapore, you have observed and complied with all applicable laws and
regulations and that your mailing address for DBS mailing address for DBS
Internet Banking is in Singapore and that you are not a U.S. person (as such term
is defined in Regulation S under the United States Securities Act of 1933,
amended).
7 : Select your country of residence and click I confirm.
8 : Click on JAPFA and click Submit.
9 : Click on I Confirm to confirm, among others:
You have read, understood and agreed to all terms of this application and the
Prospectus/Document or Profile Statement and if applicable, the
Supplementary or Replacement Prospectus/Document or Profile Statement.
You consent to disclose your name, I/C or Passport No., address, nationality,
CDP Securities A/c No., CPF Investment A/c No. (if applicable) and
securities application amount from your DBS/POSB Account(s) to registrars
of securities, SGX, SCCS, CDP, CPF Board and issuer/vendor(s).
You are not a U.S. Person (as such term is defined in Regulation S under the
United States Securities Act of 1933, as amended).
You understand that the securities mentioned herein have not been and will
not be registered under the United States Securities Act of 1933, as
amended (the US Securities Act) or the securities laws of any state of the
United States and may not be offered or sold in the United States or to, or for
the account or benefit of any US person (as defined in Regulation S under
the US Securities Act) except pursuant to an exemption from or in a
transaction not subject to, the registration requirements of the US Securities
Act and applicable state securities laws. There will be no public offer of the
securities mentioned herein in the United States. Any failure to comply with
this restriction may constitute a violation of the United States securities laws.
This application is made in your own name and at your own risk.
For FIXED/MAX price securities application, this is your only application. For
TENDER price securities application, this is your only application at the
selected tender price.
N-21
For FOREIGN CURRENCY securities, subject to the terms of the issue,

please note the following: the application monies will be debited from your
bank account in S$, based on the Banks prevailing board rates at the time of
application. Any refund monies will be credited in S$ based on the Banks
prevailing board rates at the time of refund. The different prevailing board
rates at the time of application and the time of refund of application monies
may result in either a foreign exchange profit or loss or application monies
may be debited and refund credited in S$ at the same exchange rate.
For 1ST-COME-1ST-SERVE securities, the number of securities applied for

may be reduced, subject to availability at the point of application.
10 : Fill in details for securities application and click Submit.

11 : Check the details of your securities application, your CDP Securities A/C No. and
click Confirm to confirm your application.
12 : Print the Confirmation Screen (optional) for your reference and retention only.
Steps for mBanking Applications for Public Offer Shares through the mBanking
Interface of DBS Bank
For illustrative purposes, the steps for making an mBanking Application are shown below.
Certain words appearing on the screen are in abbreviated from (A/C, &, amt, I/C, SGX
and No. refer to Account, and, Amount, NRIC, SGX-ST and Number, respectively).
Step 1 : Click on DBS Bank mBanking application using your User ID and PIN.
2 : Select Investment Services.
3 : Select Electronic Securities Application.
4 : Select Yes to proceed and to warrant, among others, that you are currently in
Singapore, you have observed and complied with all applicable laws and
regulations and that your mailing address for DBS Internet Banking is in Singapore
and that you are not a U.S. Person (as such term is defined in Regulation S under
the United States Securities Act of 1933 as amended).
5 : Select your country of residence.
6 : Select JAPFA.
7 : Select Yes to confirm, among others:
You have read, understood and agreed to all terms of this application and the
Prospectus/Document or Profile Statement and if applicable, the
Supplementary or Replacement Prospectus/Document or Profile Statement.
You consent to disclose your name, I/C or Passport No., address, nationality,
CDP Securities A/c No. and securities application amount from your DBS/
POSB Account(s) to registrars of securities, SGX, SCCS, CDP and issuer/
vendor(s).
You are not a U.S. Person (as such term is defined in Regulation S under the
United States Securities Act of 1933, as amended).
You understand that the securities mentioned herein have not been and will
not be registered under the United States Securities Act of 1933, as amended
(the US Securities Act) or the securities laws of any state of the
N-22
United States and may not be offered or sold in the United States or to, or for
the account or benefit of any US person (as defined in Regulation S under
the US Securities Act) except pursuant to an exemption from or in a
transaction subject to, the registration requirements of the US Securities Act
and applicable state securities laws. There will be no public offer of the
securities mentioned herein in the United States. Any failure to comply with
this restriction may constitute a violation of the United States securities laws.
This application is made in your own name and at your own risk.
For FIXED/MAX price securities application, this is your only application. For
TENDER price securities application, this is your only application at the
selected tender price.
FOR FOREIGN CURRENCY Securities, subject to the terms of the issue,

please note the following: the application monies will be debited from your
bank account in S$, based on the Banks prevailing board rates at the time of
application. Any refund monies will be credited in S$ based on the Banks
prevailing board rates at the time of refund. The different prevailing board
rates at the time of application and the time of refund of application monies
may result in either a foreign exchange profit or loss or application monies
may be debited and refund credited in S$ at the same exchange rate.
FOR 1ST-COME-1ST-SERVE securities, the number of securities applied for

may be reduced, subject to availability at the point of application.
8:
Fill in details for securities application and click Submit.
9:
Check the details of your securities application, your CDP Securities A/C No. and
click Confirm to confirm your application.
10 :
Where applicable, capture Confirmation Screen (optional) for your reference and
retention only.
N-23
JAPFA LTD.
391B Orchard Road #18-08
Ngee Ann City, Tower B
Singapore 238874
JAPFA LTD.

Japfa+Ltd +-+prospectus+ (7+aug+2014)

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FEEDING

248,000,000 Offering Shares

PROSPECTUS DATED AUGUST 7, 2014

rise. We intend to capitalize on this trend by increasing

OUR BUSINESS LOCATIONS

EMERGING ASIAN MARKETS

VERTICALLY INTEGRATED BUSINESS MODEL

ANIMAL FEED AND

OUR GREENFIELDS BRAND WAS THE MARKET LEADER FOR PREMIUM

We are one of a small group of leading, industrialized

Rotary Milking Parlour

Parallel Milking Parlour

Focus on producing premium raw milk that is sold to

Operate a vertically integrated dairy business, comprising

Recently passed the audit process of Starbucks China to

Well positioned to benefit from substantial shortfall in

Use our raw milk in our downstream businesses to produce

Approximately 5,700 heads of cattle

Approximately 2,900 milking cows

Approximately 41,800 heads of cattle

Produced over 6,600

Approximately 16,700 milking cows

tons of raw milk

Average milk yield per milking cow was 9.4

tons of raw milk

Average milk yield per milking cow was 12.4

1 According to Frost & Sullivans Industry Report set out in Appendix F

SO GOOD BRAND WON THE TOP

and Vietnam markets. Our So Good (for chicken nuggets,

So Good and So Good Sozzis

Branded Chilled/Frozen and

Chicken nuggets, beef/chicken/fish/

Branded Chilled/Frozen and

Chicken nuggets, beef/chicken/fish/

Dressed and cut-up chicken, fresh

1 UHT milk processing plant

1 meat processing plant

production, and structural supply shortage is

Expand our animal protein business in our target markets

Opening date and time of the

August 13, 2014, 12.00 p.m.

EBITDA AND EBITDA MARGIN

EBITDA MARGIN (%)

FOR THE YEAR ENDED DECEMBER 31

FOR THE THREE MONTHS

PROFIT, NET OF TAX AND PROFIT ATTRIBUTABLE TO

PROFIT MARGIN (%)

TOTAL ASSETS (US$ in millions)

PROFIT ATTRIBUTABLE TO JAPFA LTD. (US$ in millions)

PROFIT MARGIN (%)

TOTAL EQUITY (US$ in milions)

FOR THE YEAR ENDED DECEMBER 31

FOR THE THREE MONTHS

FOR THE THREE MONTHS

TOTAL ASSETS AND TOTAL EQUITY

PROFIT, NET OF TAX (US$ in millions)

FOR THE YEAR ENDED DECEMBER 31

a false or misleading statement in this Prospectus;

outbreaks of livestock diseases;

operational breakdowns or stoppages at any of our farms or facilities;

fluctuations in currency exchange rates;

breakdowns in our supplies, particularly of genetics;