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S U P E R G R O U P LT D • A N N U A L R E P O R T 2 0 1 2

CONTENT S
CREATING A NEW LOOK
Brands Showcase 4 Products Showcase 6

ENTERING NEW HORIZONS
Global Presence 12 Group Structure 14

DISCOVERING NEW PERSPECTIVES
Chairman’s Statement 18 Financial Highlights 20 Operations & Financial Review 24

SCALING NEW HEIGHTS
Board of Directors 30 Key Management 36 Corporate Information 38 Financial Contents 40 Corporate Governance 41 Financial Statements 51 Shareholders' Information 143 Notice of Annual General Meeting 145 Appendix I 150 Proxy Form

Smile! It’s a brand new Super!

SUPER GROUP LTD Annual Report 2012

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one thing remains the same – our unwavering commitment to create quality and innovative products that will delight customers from generation to generation MORE THAN WELL KNOWN BRANDS 10 .CREATING A NEW LOOK Unveiling a better brand Our pursuit of excellence has led us to reinvent and rethink the way we operate as we continue to keep up with changing times. Despite a revamped look. To this end. we are delighted to embrace a new brand identity that reflects our culture of optimism.

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• W E B E L I E V E T H AT • G O O D T H I N G S do come in small sachets. 4 A NEW ERA .BRANDS SHOWCASE B eing in the business of MAKING PEOPLE HAPPY. w e s t r i v e t o bring smiles to many faces with OUR PRODUCTS.

SUPER GROUP LTD Annual Report 2012 5 .

Looking for sheer indulgence? Our 3in1 Rich blend is an affordable daily luxury that is specially brewed to uplift and satisfy coffee lovers who prefer a distinct premium taste and robust aroma. and Coffee & Creamer – a robust blend of coffee and creamer without additional sugar. 6 A NEW ERA . top grade creamer and sugar to concoct a perfect cup of coffee with an impressive and smooth delicate undertone to delight your taste buds. It has just the right touch of caramel from the brown sugar in this enticing blend.PRODUCTS SHOWCASE SUPER COFFEE Coffee you look forward to everyday – We believe that a good cup of coffee makes for a great day. our popular 3in1 Reduced Sugar coffee offers the same great taste with lower sugar content so that you still enjoy a great cup of smooth coffee! For the 2in1 coffee lovers. Our 3in1 Regular coffee makes use of the finest coffee beans. For the health conscious coffee addicts. An irresistible cup. That’s why we pour all our expertise into creating a great tasting cup of happiness for you. our 3in1 Brown Sugar coffee is wonderfully fragrant cuppa right out of the pack. Super Coffee range also offers Kopi-O – a strong brew of premium black coffee without creamer.

appealing to coffee lovers who prefer strong. That’s why we put our best into each cup to bring a smile on your face. boosting a robust strong-bodied taste with a stimulating aroma. Savour our 3in1 Classic White Coffee. Malaysia in the 19th century. Our 2in1 White Coffee and Creamer is a smooth blend with no added sugar. CHARCOAL ROASTED WHITE COFFEE Authentic taste for today’s coffee lovers – Charcoal Roasted White Coffee range is inspired by the traditional coffee shop culture in Ipoh. After all. Our 3in1 Brown Sugar White Coffee offers a strong-bodied coffee that has been winning coffee lovers over with its complex layers filled with intense. creamy and full flavored taste while relishing in the perfect harmony of premium Robusta and Arabica freeze-dried coffee.Everyone loves that time of the day when we simply sit back. this nostalgic coffee flavor will bring coffee aficionados back to the good old days.Indulge in its smooth. Super’s roasting and blending techniques faithfully capture the aroma and butter y characteristics of this classic brew to give you a coffee experience that will remind you of what you love about life. rich and aromatic caramel flavours. The 3in1 Roasted Hazelnut White Coffee offers a rich and roasted hazelnut taste to the traditional favorite. SUPER GROUP LTD Annual Report 2012 7 . charcoal roasted to perfection. be happy and savour life’s little joys. intense roasted flavors with a hint of bitterness. we at Super believe that good things do come in small sachets.

cereal. soymilk. non dairy creamer and many others. Super has more than 300 products in its portfolio spanning a wide spectrum of product categories from instant-coffeemix. teamix. 8 A NEW ERA .PRODUCTS SHOWCASE OTHER PRODUCTS To date.

We have created 3 ranges of coffee products. namely. OWL presents to you its latest range of White Coffee Tarik Special Recipes which consists of five unique flavours that suits everyone’s taste buds. We promise to bring consumers the distinctive taste and flavours of Southeast Asian inspired coffee. body and flavour. OWL is a leading Straits Asian coffee brand. The OWL brand has become synonymous with dedication. Since its soft launch. These same values define OWL’s very first café in the F&B business. we combine time-tested recipes with more than 50 years of experience in roasting and blending to ensure each cup you make has a consistent aroma. Continuing its effort in bringing you OWL’s finest coffee craftsmanship that has served the nation since 1956.At OWL. These elements are a testament to the OWL’s brand evolution from traditional roots to embrace today’s contemporary and modern times. Kopitiam Roast and White Coffee Tarik. Our product range includes the finest blends of instant coffee as well as ground coffee. Owl Everyday Favourites. Based in Singapore. SUPER GROUP LTD Annual Report 2012 9 . passion and an appreciation of the Straits Asian food and beverage culture. OWL preserves the distinctive taste of coffee and tea from the culturally rich Straits Asian region that weaves from Penang through the Straits of Malacca and down to Java. the Owl Café has garnered rave reviews for its enticing menu and fabulous fare. OWL’s fresh and contemporary brand persona is showcased in the café’s stylish interiors and unique presentation of its food and beverages.

PRESENCE IN COUNTRIES AROUND THE WORLD & COUNTING 52 . we will continue to further our product lines with innovative offerings that will not only enable us to reinforce our presence in familiar markets.ENTERING NEW HORIZONS Extending our reach We are honoured to be recognised as one of the Top 100 Singapore brands in 2012 and retain our leading position in market share for instant coffeemix within Southeast Asia. but also introduce our brand to the rest of the world. Moving forward.

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GLOBAL PRESENCE
We are well-positioned to achieve greater growth and deliver greater value to our customers wherever they are.

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WIDENING OUR REACH
12 A NEW ERA

COUNTRIES AROUND THE WORLD & COUNTING
We have been delighting taste buds around the world and will build upon our global presence as we move toward new horizons. Guided by an experienced management team and support of a strong distribution network, we are well-positioned to achieve greater growth and deliver greater value to our customers wherever they are. Super’s consumer products & food ingredients products can be found in 52 countries.

SINGAPORE

TOP 100
BRANDS AWARD

2012

15
CHINA MYANMAR THAILAND MALAYSIA

STATE-OF-THE-ART MANUFACTURING FACILITIES

Changzhou Super Technology Development Co., Ltd Changzhou Super Food Co., Ltd Changzhou Super Chartered Food Co., Ltd Wuxi Super Food Technology Co., Ltd

Super Coffeemix Ltd

SCML (Thailand) Co., Ltd

Brand ranking improved tremendously from 74 in 2011 to 42 in 2012 Brand value nearly doubled from USD70m in 2011 to USD130m in 2012

Super Food Technology Sdn Bhd Super Coffeemix Marketing Sdn Bhd Super NHF Canning Sdn Bhd Super Food Specialists (M) Sdn Bhd Super Bio-Food Ingredients (M) Sdn Bhd

SINGAPORE
Super Continental Pte Ltd Owl International Pte Ltd Super Coffee Corporation Pte Ltd

VIETNAM
Super Coffemix Vietnam Ltd

SUPER GROUP LTD Annual Report 2012

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GROUP STRUCTURE

(Formerly known as Super Coffeemix Manufacturing Ltd) (Singapore)

SUPER GROUP LTD

100% SUPER COFFEE CORPORATION PTE. lTD.
(Singapore)

Super Food Investment International Pte Ltd (Singapore)

100%

SCML Overseas Pte Ltd (Singapore)

100%

Super Vending Pte Ltd (Singapore)

100%

Super Continental Pte Ltd (Singapore)

100%

Changzhou Changzhou Super Food Super Co., Ltd Chartered (China) Food Co., Ltd (China)

100%

100%

Super Super Changzhou Coffeemix Coffeemix Super Ltd Vietnam Ltd Technology (Myanmar) (Vietnam) Development Co., Ltd (China)

60%

100%

100%

Super Foods Specialists Sdn Bhd (Malaysia)

100%

Wuxi Super Food Technology Co., Ltd (China)

90%

Super Bio-Food Ingredients (M) Sdn Bhd (Malaysia)

100%

Super Dairy Sdn Bhd (Malaysia)

100%

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A NEW ERA

Ltd 100% SUPER GROUP LTD Annual Report 2012 15 . Ltd (China) 92.3% 50% JHS Holding Pte Ltd (Singapore) Owl SCML San Miguel Ceres BS Global PT Super U&U Super Food International (Hong Kong) Technology (Thailand) Super Super LLC Dwisindo Pte Ltd Sdn Bhd Co. Ltd (China) 100% Owl Food Manufacture (M) Sdn Bhd (Malaysia) 100% Super Coffeemix Marketing Sdn Bhd (Malaysia) 90% Super NHF Canning Sdn Bhd (Malaysia) 100% Super Food Marketing Sdn Bhd (Malaysia) 96% (宁夏银鸥超闲 食品公司) Ningxia Yin Ou Super Lifestyle Food Co. Ltd (常州凯瑞置 业有限公司) 94% (常州凯尔置 业有限公司) Changzhou Care Real Estate Co.5% Sun Development Pte. Ltd Coffeemix Pte Ltd (Mongolia) Mas Ltd (Singapore) (Hong Kong) (Malaysia) (Thailand) Co. Ltd (Singapore) (Singapore) (China) 58.. Ltd (China) 50% Changzhou Care Real Estate Development Co.....Super Investment Holdings Pte Ltd (Singapore) 100% Haddington Enterprises Ltd (Hong Kong) 100% Super Coffeemix (Russia) LLC (Russia) 100% Super Monte Marketing Pte Ltd (Singapore) 100% PT Super Aneka Foods & Beverages (Indonesia) 100% Sun Beecomb Tianjin Super Lifestyle Resources Food Food Holdings Industries Development Pte Ltd Pte Ltd Co.. Inc.7% 50% 35.9% 30% 40% 30% 80% Shantou SEZ Perfect Foods Industries Co.. Ltd (新发展有限 公司) (Singapore) 100% (China) (江苏凯尔置 业有限公司) (China) Jiangsu Care Real Estate Co. (Singapore) (Indonesia) (Philippines) 100% 100% 100% 99. Ltd 70% (常州凯雷置业 有限公司) (China) Changzhou Care (QSY) Estate Co..

DISCOVERING NEW PERSPECTIVES Seizing greater opportunities We believe in improving ourselves and investing in our future. To this end. Apart from refreshing our brand. 15 STATE-OF-THE-ART MANUFACTURING FACILITIES . our investment in freeze-dried coffee and botanical herbal extract facilities have allowed us to enhance our product portfolio and create greater value for our customers. we also sought to strengthen our manufacturing capabilities and expand our product offerings.

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3 million and net profit of S$82. we achieved record revenue of S$519. Throughout the year. the Group maintained vigilance and took appropriate measures to improve operational efficiencies and contain costs across our operations while focusing on executing our growth strategies well. This is evident in the improvement of our gross profit margin which grew to 35% in FY2012.6 million. We were able to deliver record revenue amidst a challenging business climate due to the strength and experience of our management team and our business strategy. up from 32% in FY2011. Super continued to deliver a strong return on equity of 21%. For our shareholders. In FY2012. . It had been another excellent year for Super.DEAR SHAREHOLDERS. despite a higher proportion of Food Ingredients sales which carry a lower gross profit margin.

Malaysia and China in 2013. In FY2012. Including the interim dividend of 2. customers and partners. we unveiled the new logo and identity for our flagship brand “SUPER” at a private event organised for our business partners on 10 January 2013 This is part of the Group’s global rebranding initiative designed to align SUPER’s brand identity across product and geographical lines. the next big drive Our brands are one of our most valuable assets. This café puts the OWL brand in a lifestyle hub where the young and trendy professionals can gather to enjoy Singapore’s favourite brand of Straits Asian coffee amidst a great dining experience. Moving into 2013. we had constructed a freeze-dried coffee production line.0 cent per share. We are also on track with the construction of our botanical herbal extract plant. the Group will be rolling out campaigns in phases beginning with Singapore. Our dividend policy Super is committed to the dividend policy of distributing at least 50% of the Group’s annual net profit as dividends to shareholders. I hope you will continue to support Super for many more years ahead. retail and services. we drove another successful branding campaign in Malaysia to introduce our new and contemporary packaging for our popular Super Charcoal Roasted White Coffee. cup noodles.1 cent per share. creating a consistent brand personality that resonates well with our loyal consumer base. Super has grown from strength to strength by staying focused on our core business which are instant beverages and convenient food products. Through these qualities. the Board of Directors has proposed a 2nd and final dividend of 5. we successfully gave one of our coffee brands “OWL” a fresh new look with new packaging along with the introduction of new flavours. the Group will consolidate its product lines and add new product variants that will better meet the changing tastes of our customers. David Teo Kee Bock Chairman and Managing Director SUPER GROUP LTD Annual Report 2012 19 . Together with the refreshed look. Through this global branding initiative. To promote the new identity. Our journey began with our 3in1 coffee for consumers who wanted great tasting coffee quickly and conveniently. we will build a shared culture of optimism and confidence with our stakeholders including employees. the SUPER brand will be elevated as the leading brand in Southeast Asia. Yours sincerely. employees and shareholders. as well as driving branding initiatives to strengthen our brand presence and deepen brand loyalty amongst the consumers. We are an ingredients application specialist who works closely with our major customers to develop customised food ingredients solution and explore new applications for the food ingredients we supply. We could not have delivered the good results without your support. In FY2011. In this regard. total dividend amounted to 7. entertainment. instant teamix. The rejuvenated SUPER brand symbolises enthusiasm and optimism. At this point. instant cereal.CHAIRMAN’S STATEMENT Achieving growth based on an integrated business model The sterling result is a testament to our resilient business structure based on a robust integrated business model with two complementary businesses: Branded Consumer and Food Ingredients. I want to take this opportunity to thank my fellow directors for their valuable contributions and guidance. These investments will not only strengthen our position as a food ingredients application specialist but will also drive product innovation for our Branded Consumer business as the new food ingredients can be used to produce new and exciting instant beverages and convenient food products for our consumers. a new lifestyle complex offering dining. instant organic soymilk. payable on 28 May 2013. I also want to thank our customers. In the last 25 years. Super offers a wide range of products including instant coffeemix. a 22% increase from the previous year. By rejuvenating the product brand and packaging. Today. We followed up on that success by opening the first OWL Café at The Star Vista. starting with a campaign to introduce the new logo and packaging. We continued to innovate and stay close to our customers. business partners. Our experienced and prudent management team will continue to be vigilant while focusing on executing our growth strategies. To further enhance our product offerings. we were able to capture a segment of the consumers with a preference for premium instant white coffee. Our Branded Consumer business is centred on customers’ daily consumption of our high-quality instant beverages and convenient food products. non-dairy creamer and soluble coffee powder. Branding. We have carefully calibrated this revitalised SUPER brand to help the Group improve its product portfolio management while enhancing its global brand presence and recognition.1 cent per share. Our Food Ingredients business is based on providing high-quality food ingredients to F & B manufacturers worldwide. Thank you and looking ahead Market conditions are expected to remain competitive into FY2013.

084 25.446 120.907 447.55 2.00 Other Financial Ratios Return on shareholders' equity (%) Return on assets (%) Dividend payout (%)(note 2) Current ratio (no.08 2.871 61. 2.109 287.021 260.812 Per Share Data (cents) Basic earnings per share Net asset value per share (note 1) Interim dividends per share Final dividends per share 14.50 0.74 0.31 15.61 34.74 3. of times) Debt-to-equity ratio (note 3) (no.16 1.335 58.097 105.97 3.195 99.27 11.564 79.53 7.66 59. Debt-to-equity ratio is calculated by dividing total liabilities against total equity.917 502.972 142.10 11.60 2.FINANCIAL HIGHLIGHTS 2012 Profit and Loss Account (S$’000) Revenue Gross profit Net profit Profit attributable to shareholders 519.27 10.667 398.18 71.583 329.426 82.64 46.80 10.48 51.898 2010 351.268 382.076 63.196 416.32 Notes: 1.514 341.274 249.770 26.448 40.80 3.38 50.12 0.242 2008 300.82 2.10 65.231 344.55 0.64 15.60 7.04 52.863 126.268 181.295 84.63 0. of times) 20.30 17.60 2.14 0.832 131.35 34.00 5.41 2. Dividend payout is calculated by dividing total dividends against profit attributable to shareholders. 20 A NEW ERA .24 2.778 77.044 2011 440.23 14.355 2009 296.407 40. 3.262 103.143 Balance Sheet (S$'000) Total assets Total liabilities Total equity Shareholders' equity 542.77 13.178 366.12 0. Net asset value per share is computed based on total assets less total liabilities and minority interests.669 277.00 4.12 50.402 59.750 364.00 3.31 19.

41 2008 26.832 63.084 .335 40.6 milliOn Shareholders’ equity grew from S$249.8m in FY2008 to S$398.08 50. Dividend payout increased from 34.97 2011 2010 2009 2012 2008 2012 2011 2010 Shareholders’ Equity (S$’000) Dividend Payout (%) SUPER GROUP LTD Annual Report 2012 2008 21 34.448 SUPER aChiEVES RECORD REVEnUE Of S$519.41% in FY2008 to 50. Revenue (S$’000) Net Profit (S$’000) 398.195 59.917 2012 52.74 2009 AND RECORD NET PROFIT OF S$82.24 366.871 296.564 351.519.268 440.9m in FY2012.3 milliOn 2011 2010 2011 2010 2009 2012 2008 2009 34.750 277.262 300.907 329.231 249.1% in FY2012.972 82.812 50.

045 220.671 201.298 38.510 69.916 22.624 Southeast Asia (excluding Singapore) 2012 Singapore East Asia Others IN PERCENTAGE 5% 26% 21% 6% 20% 6% 2012 7% 62% 2011 9% 64% 11% 2010 7% 12% 12% 8% 13% 2009 69% 12% 2008 67% Southeast Asia (excluding Singapore) Singapore East Asia Others 22 A NEW ERA 2008 39.515 34.515 36.FINANCIAL HIGHLIGHTS GROUP SALES by Geographical Destination (S$’000) 320.777 133.642 27.412 93.916 281.817 23.600 35.987 .959 34.805 205.681 38.831 2011 2010 2009 2008 2012 2011 2010 2009 2008 2012 2011 2010 2009 2008 2012 2011 2010 2009 63% 19.008 29.

207 27.378 47.743 44.352 7.840 87.229 193.328 199.472 218.771 9.019 240.045 21.888 28.781 45.002 49.434 29.172 2009 2012 2011 2010 2009 2012 2011 2010 2009 2008 2008 2012 2011 2010 2009 2012 2011 2010 2009 2012 2011 2010 2009 Coffee Products 2008 Cereal Products 2008 Others (Branded Consumer Sales) Non-Dairy Creamer Soluble Coffee Powder 2008 Others (Food Ingredients Sales) IN PERCENTAGE 7% 1% 20% 1% 2% 9% 23% 13% 14% 55% 8% 2012 8% 6% 54% 2011 10% 7% 2010 62% 8% 13% 9% 3% 15% 9% 3% 2009 67% 2008 9% 64% Coffee Products Cereal Products Others (Branded Consumer Sales) Non-Dairy Creamer Soluble Coffee Powder Others ( Food Ingredients Sales) SUPER GROUP LTD Annual Report 2012 2008 23 .767 27.359 38.625 8.433 27.817 44.475 121.652 42.GROUP SALES by Product Category (S$’000) Branded Consumer Sales Food Ingredients Sales 281.936 30.767 2010 5.958 2012 257 2011 3.822 25.

However. Indonesia. Gross profit grew to S$181. the “SUPER” product brand offers high-quality premium range for the affluent and discerning coffee drinkers. instant organic soymilk as well as instant noodles in a variety of brands that suit different demographics. The Group also opened its first OWL Café in the Star Vista. Malaysia. up 18% from a year ago. alongside that. The Group was able to continue to embark on strong advertising and promotion initiatives while maintaining selling and distribution expenses stable at approximately 10% of sales revenue. namely Singapore. the Group continued to retain the top 5 positions in terms of market share for instant coffeemix in key markets within Southeast Asia. Accounts receivable turnover improved to 2.30 times. Super Group Ltd.42 months in FY2011. trade receivables and inventory turnover. as well as improvements in profitability. Africa and the Americas. and the introduction of product variants for the discerning audiences in all markets. Overall. Coffee products continued to be the best-selling products.3 million. an upscale complex.3 million. up from S$38. general and administrative expenses increased to S$42. Super delivered on customer expectations with new product variants and continued to revive interest in existing product brands such as OWL and SUPER with strong brand-building activities in key markets. up 11% from a year ago. the Group launched brand new packaging for its white coffee range of products. instant cereal.1 million.2 million in FY2011.6 million. As such. Other brands under the Group include “YE YE”. An Excellent Performance with Healthy Balance Sheet Following FY2011’s strong performance. East Asia and rest of the world. (“Super” or “the Group”) delivered yet another record year with excellent results. For instance. The Branded Consumer segment offers high-quality food and beverage products such as instant teamix. the Group continued to benefit from sustainable and growing sales revenue.05 months from 2.4 million. the “CAFÉ NOVA” brand offers a range of innovative and quality products for the young professionals or Generation Y drinkers while the “OWL” brand offers robust and traditional coffee flavours for the mature generation of drinkers. Thailand and Myanmar. FY11: 32%). In FY2012. “COFFEE KING”.9 million in FY2011. the Group took measures that drove effective cost management and operational efficiency. increased headcount in FY2012. Thailand. Super Charcoal Roasted White Coffee. 21% and 6% respectively. etc. The Group achieved total revenue of S$519. Branded Consumer Segment – Returns on Brand Awareness With the Group’s sustained investment in brand-building for the Branded Consumer segment. the Philippines and Vietnam). Malaysia. the Group generated substantial cash and bank balances of S$112. up 28% from a year ago. For FY2012. East Asia. Net profit also grew to S$82. In Southeast Asia (including Singapore). The brandbuilding programme includes a series of advertising and demand-generation campaigns featuring the new packaging to consumers. the Middle East. 24 A NEW ERA . These brands of food and beverage items are sold through the Group’s distribution network throughout Southeast Asia (including Singapore. Sales revenue in all geographies increased in FY2012. to take advantage of Singapore’s growing coffee culture. up 29% from the record S$63.08 months in the preceding year. accounting for 79% of total Branded Consumer segment sales. By strengthening brand loyalty. Branded Consumer sales grew 11%. The Group expanded production facilities and.2 million and a low debt-to-equity ratio of 0. as evident in the improvements in gross profit margin (FY12: 35%. Europe.OPERATIONS & FINANCIAL REVIEW Another Record Year. Oceania. The Group continues to carry a portfolio of brands targeted at different segments of the population. This revival of the premium instant charcoal roasted white coffee is targeted at sophisticated coffee drinkers who prefer to consume traditional coffee flavours. Inventory turnover stood at 3. “SUPER Power”.25 months in FY2012 against 3. revenue grew to S$355. and a wider sales network throughout the markets. Myanmar. The OWL Café serves the signature Straits Asian charcoal-roasted coffee blends to young professionals and families who frequent this upscale lifestyle complex. The excellent market positions were largely due to strong brand loyalty driven by the Group’s branding initiatives across key markets.

the Group’s production facility for high-quality freeze-dried soluble coffee powder is scheduled for commencement in the first quarter of 2013. This investment is in line with the Group’s strategy of becoming a premier ingredient specialist. This business segment now accounted for 32% of the Group’s total sales revenue. with an annual production capacity of 3. In either liquid or powder forms. up from S$122. This will add 1. premium products.500 metric tonnes of freezedried coffee to the Group’s overall production capacity. the Group had been constrained by production capacity. as well as new customers from Southeast Asia. Products in Food Ingredients segment include non-diary creamer. Products for East Asia are manufactured under the most stringent safety standards in the Group’s manufacturing facilities located in Malaysia and China. The Group delivers products that are closely aligned to the needs of its customers in F&B manufacturing. Additionally.000 metric tonnes. The demands for food ingredients used by other F&B manufacturers in ready-to-drink segments and even F&B providers such as bubble tea franchises continued to grow based on the Group’s sterling reputation for food quality and safety. The excellent growth in East Asia is attributed to the high demand by F&B manufacturers as well as orders from new customers secured during the year. particularly in China.000 metric tonnes of spraydried soluble coffee powder. the Group was able to produce 15. In East Asia.000 metric tonnes of non-dairy creamer. fat-filled milk and others. the largest opportunity lies in China. but had since addressed that issue when production facilities were added in the year under review. With this facility. By end of FY2012.4 million a year ago. soluble coffee powder. On track to completion is the Group’s new botanical herbal extract production line at its Malaysia plant. This SUPER GROUP LTD Annual Report 2012 25 .Food Ingredients Segment – Growing With New Customers Super’s Food Ingredients segment continued to grow from strength to strength in FY2012 with revenue of S$164. The top-selling food ingredient is non-dairy creamer.1 million. By leveraging the trend towards healthy F&B products. and is growing its network of partners and support team. chicory.000 metric tonnes of cereal flakes. ginger and chrysanthemum to its current list of food ingredients. up from 28% in the preceding year. the Group will be able to add new products such as tea. the Group will be able to offer a wide and complementary portfolio of high-quality. This business segment grew strongly in FY2012 with higher sales from East Asia. these botanical ingredients have a niche and loyal following in Asia. Prior to FY2012. and 125. 4. which contributed 74% of the total Food Ingredients sales followed by soluble coffee powder with a 26% contribution. Sales revenue for Food Ingredients in East Asia grew a tremendous 48% while sales revenue in Southeast Asia grew 12% from a year ago. These helped the Group to meet demands for its Food Ingredient products.

as well as to maximise returns on the branding initiatives. Integrated Business Model. The Group is also on track to complete the construction of its factory extension at the existing Tuas plant. it is expected to be ready by early 2014. This is evident. ability to innovate and deliver on new applications for mass consumption. The Group will also maintain its focus on driving cost efficiencies through higher productivity. By having all operations at a single site. the Group aims to drive cost and operational efficiencies. as well as its solid reputation for food safety and authenticity. For the Branded Consumer business segment.to their existing or new food and beverage products. The Group continues to have ingredient specialists working closely with its in-house Research and Development unit. The Group’s investment in this production line will enable it to offer premium coffee products for both its Food Ingredients and Branded Consumer business segments. Going ahead. F&B manufacturers who are customers of Super gain knowledge and the ability to create and deliver a wider and stronger portfolio of quality products for their own customers. which will house all of the Group’s business and production operations in Singapore. Branded Consumer and Food Ingredients. these new food ingredients can be used to deliver new product variants targeted at affluent consumers. The new rebranding initiative is designed to ensure alignment of the Group’s brand identity across all product lines and across all geographies. have synergies which the Group is continually leveraging. the Group will drive business growth and developments with very strong branding at both product and corporate levels as part of its long-term goal of building brand-loyal customers. Super will undertake a global rebranding programme with a new and revitalised corporate logo and brand identity. With the increased confidence amongst the customers for Super’s Food Ingredient products.OPERATIONS & FINANCIAL REVIEW food ingredient is accepted in the F&B industry as a superior product over spray-dried coffee for its robust flavour and aroma. for instance. and be fast on the market with product innovations and grow its product portfolio. Outlook – Grow With Strong Brand Moving into FY2013. Overall. The expanded Tuas plant will also serve as the Group’s Headquarters and Research & Development Centre. growth for this business segment is strong. This new global rebranding programme will be undertaken in phases to minimise any potential concerns by the local consumers and partners. 26 A NEW ERA . Both business segments. in the recently completed freeze-dried coffee production line and the upcoming botanical herbal extract production facility whose products can be used by both Food Ingredients and Branded Consumer business segments. Sustainable Growth The integrated business model is reaping benefits for the Group’s plan to build and maintain a sustainable business built on growth. the Group has gained a strong reputation in the competitive F&B industry for the quality of its products. To continue to leverage on the strength of its 25-year-old brand. Super has laid the foundation for a sustainable future with its expanded production capabilities and solid distribution network. The specialists advise and collaborate with customers on how to apply the Group’s food ingredients – extracted under highly controlled environments aimed at retaining their potency and flavours . In doing so.

the Group will be able to manage these challenges and undertake appropriate actions to mitigate the impact of these factors on the Group’s business. This new rebranding initiative is not only targeted at customers of the Group’s Branded Consumer business segment but also at the Food Ingredients business segment. In addition to the rebranding initiative. the Group will continue to be prudent and watchful.The new rebranding initiative is designed to ensure alignment of the Group’s brand identity across all product lines and across all geographies. Overall. safety and quality. F&B manufacturers and providers will see the new Super logo on all the packages of food ingredients. With the experienced management team in place. while disposing of non-core businesses. The Group will continue to execute its strategy of focusing on its core strengths and businesses of Branded Consumer and Food Ingredients. SUPER GROUP LTD Annual Report 2012 27 . Customers are assured of the high standards of product quality and safety in Super’s food ingredients. as was done with the canned drinks production facility and the vending sales business during 2012. barring any unforeseen circumstances. making it synonymous with positive qualities of hope. Along with the revitalised brand. underlined by the strengths of the Group’s ability to deliver on product innovation. Asia is expected to drive sales for the Group. optimism and happiness. although there are expected challenges in areas such as prices of raw materials and currency fluctuations. the Group expects to continue its growth momentum. This will create a consistent brand personality for Super around the world. This marks the first time that Super has taken steps to stamp its signature of brand quality on all the food ingredients supplied. The Group will commence branding campaigns in Singapore and Malaysia in 2013 to introduce the new Super logo and product packaging. the Group will consolidate its product lines and add new and premium product variants that will meet the changing tastes of its consumers in these markets.

we are confident to deliver upon our brand promise. SUPER ACHIEVES RECORD REVENUE OF S$519. we will strive for greater performances to come. business partners and shareholders.6 MILLION .3 MILLION AND RECORD NET PROFIT OF S$82. Building on the cohesive network forged between our staff. customers.SCALING NEW HEIGHTS Delivering higher returns Guided by a clear vision and commitment to uphold our mission.

.

Present Directorships: Listed MS TE LAY HOON Executive Director Ms Te holds the office of Executive Director and is also a founding member of Super. Mr Teo was recognised for his entrepreneurial vision and achievement when he was named the Ernst & Young Entrepreneur of the Year Singapore 2006 and the Category Winner in Manufacturing and Business Services. Mr Teo was appointed Chairman and Managing Director of the Group. Mr Teo also founded another publicly-listed company. which was incorporated in 1987.BOARD OF DIRECTORS MR TEO KEE BOCk Chairman & Managing Director Mr Teo. a founding member of Super. In 1994. is credited as the initiator of Super’s 3in1 beverage products. For more than 25 years. She administers the human resource function in the Company. Fuji Offset Plates Manufacturing Ltd. and remained as its Chairman. He is responsible for the overall sales & marketing. he has led the Group’s growth and development in Asia’s fast-paced and competitive food and beverage industry. purchasing. upon the successful listing of Super on Singapore Stock Exchange. R&D and production of Super’s product. Present Directorships: Listed MR TE KOk CHIEW Executive Director Mr Te holds the office of Executive Director and is also a founding member of Super. Present Directorships: Listed NIL Others NIL Others NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL Fuji Offset Plates Manufacturing Ltd (Executive Chairman) Others NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: PSC Corporation Ltd (now known as Hanwell Holdings Limited) 30 A NEW ERA . As an active contributor to the Singapore economy and society.

MS TE LAY GUAt Executive Director Ms Te holds the office of Executive Director and is also a founding member of Super. Present Directorships: Listed MR WONg FOOk SUNg Executive Director Mr Wong joined the Company in 1997 as General Manager for Group Corporate Affairs and was appointed as an Executive Director in 1999. Mr Li is responsible for the overall strategic development of Super’s Food Ingredients business segment. accounts. Present Directorships: Listed MR LI KANg @ CHARlES K Li Executive Director Mr Li joined the Company in 1996 as a Project Manager and was appointed as an Executive Director of the Company’s subsidiary. Super Continental Pte Ltd. He was the Group Financial Controller of Bonvest Holdings from 1982 to 1989. In August 2004. General Manager of Coop International from 1990 to 1992 and subsequently ventured into his own business. he was the Financial Controller of Sinochem Asia Holding Co. project development and technical management. Mr Li was appointed as an Executive Director of the Company and is responsible for food ingredient manufacturing. Ltd. in 2002. She is responsible for general administration functions in the Company. Present Directorships: Listed NIL Others NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL NIL Others NIL Others NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL SUPER GROUP LTD Annual Report 2012 31 . Ms Te has resigned as a Director of the Company with effect from 19 March 2013. finance and corporate matters. Prior to joining Super in 1997. He assists the Chairman in the Group’s business development. R&D.

Prior to joining the Company. Vice-Chairman of JB Foods Limited. and appointed as an Executive Director in June 2003. Mr Goi has investments across a range of listed and private entities in numerous industries. council member of the Singapore-Zhejiang Economic & Trade Council. consumer essentials. Mr Tan held sales and marketing positions in various food and beverage companies. He was promoted to General Manager (International Sales) in January 2001. He is also Enterprise 50 Club’s Honorary Past President and Vice Chairman of IE Singapore’s “Network China” Steering Committee. Malaysia. distribution and logistics. Europe and China). Vice-Chairman of Etika International Hldgs Ltd. He is also the management representative of the Company’s ISO Committee. He is the Executive Chairman of Tee Yih Jia Group (a global food and beverage group with operations in Singapore. Mr Goi also serves as on the board of four other Mainboard-listed companies – as Chairman of GSH Corporation Limited.BOARD OF DIRECTORS MR TAN TIAN OON Executive Director Mr Tan joined the Company in June 1998 as International Sales Manager. Present Directorships: Listed MR LEE CHEE TAk Executive Director Mr Lee joined the Company in 1992 as an accountant and was appointed as an Executive Director in 1994. USA. as well as Senior Consultant to Su-Tong Science & Technology Park. He oversees sales and marketing planning and execution for various key subsidiaries and distributors in Asia. He is currently the Honorary Chairman for the International NIL Others NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL NIL Others NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL 32 A NEW ERA . and Director of Tung Lok Restaurants (2000) Ltd. such as food and beverage. Regional Representative for Fuzhou City and Fujian Province. He is responsible for the development of overseas markets and worldwide trademark matters of the Group. and Yangzhou Junhe Real Estate Group (a growing property development company in China). Present Directorships: Listed MR GOI SENg HUI Vice Chairman & Non-Executive Director Mr Goi joined the Board as Vice-Chairman and Non-Executive Director on 28 February 2006. Apart from these core businesses. recycling.

he was a Cost and Finance Analyst at the Economic Development Board and the Assistant Examiner at the Inland Revenue Department of Singapore. Prior to that. he is Singapore’s non-resident Ambassador to Turkey. He also holds a Certificate in Education from the former Singapore Teachers’ Training College. (Independent Director) Pan Asian Water Solutions Limited (Independent Director) Others Yin Associates Private Limited Principal Commitments: Goh Boon Kok & Co (Sole-Proprietorship / Partner) Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL NUR Investment & Trading Pte Ltd (Managing Director) Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: Si2i Ltd (Formerly known as Spice i2i Limited) Sincere Watch Limited CapitaMall Trust Management Ltd. the Manager of CapitaMall Trust Nera Telecommunications Ltd SUPER GROUP LTD Annual Report 2012 33 .Federation of Fuqing Association. the Manager of Ascott Residence Trust Others Blumont Group Ltd. Mr Das graduated from the University of Singapore with a Bachelor of Arts in Economics (Honours). Fuzhou / Fujian (Regional Representative) Network China. Currently. Present Directorships: Listed MR GOH BOON KOk Independent Director Mr Goh joined the Board as an Independent Director in 1994. He also sits on the Boards of Yeo Hiap Seng Limited and Ascott Residence Trust Management Limited. Present Directorships: Listed Tung Lok Restaurants (2000) Ltd GSH Corporation Limited Etika International Holdings Ltd Others Tee Yih Jia Food Manufacturing Sdn Bhd Principal Commitments: Singapore University of Technology and Design (Director. He served as a Member of Parliament from 1980 to 1996. and a member of the Singapore University of Technology and Design (SUTD) Board of Trustee. Board of Trustees) Duman High School Advisory Committee (Chairman) Enterprise 50 Club (Honorary Past President) Network China. (Independent Director) Magnus Energy Group Ltd. He is a Certified Public Accountant who runs his own practice. Goh Boon Kok & Co. Mr Das was the Chairman of the Trade Development Board from 1983 to 1986. Present Directorships: Listed M R C H A N D R A D A S S/ O RAJAgOPAl SItARAm Non-Executive Director Mr Das joined the board as Non-Executive Director in 2011. He is currently the Managing Director of NUR Investment & Trading Pte Ltd. and Chairman of Dunman High School Advisory Committee and Ulu Pandan Citizens Consultative Committee. He has more than 30 years of experience in both auditing and accounting through holding various positions with companies and government agencies. He served as the Regional Financial Controller at Richardson-Merrell Pte Ltd and the Chief Accountant at Far East Levingston Shipyard Ltd. International Enterprise Singapore (Vice Chairman) Singapore-Zhejiang Economic & Trade Council (SZETC) (Council Member) Singapore-Jiangsu Cooperation Council (Council Member) Su-Tong Science & Technology Park (Senior Consultant) Ulu Panda Consultative Committee (Chairman) Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL Yeo Hiap Seng Limited (Also Deputy Chairman) Ascott Residence Trust Management Limited. Member.

respectively. United Kingdom. the Honorary Legal Advisor to the Basketball Association of Singapore and the President of the Keppel Club. He is the First Vice President of the Singapore Tennis Association.BOARD OF DIRECTORS MR KUIk SEE JUAN Independent Director Mr Kuik joined the Board as an Executive Director in 1994. Present Directorships: Listed Fuji Offset Plates Manufacturing Ltd (Independent Director) Others NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL China Farm Equipment Limited (Independent Director) China Yuanbang Property Holdings Limited (Independent Director) Tat Seng Packaging Group Ltd (Independent Director) Others Koh Brothers Group Limited (Independent Director) Others NIL Principal Commitments: Lai Mun Onn & Co (Manager / Owner) Singapore Tennis Association (First Vice President) Keppel Club (President) Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: China Kangda Food Company Limited 34 A NEW ERA . Mr Kuik is an Associate member of the Chartered Institute of Bankers. He graduated from Monash University. a law firm in Singapore. Present Directorships: Listed MR LIm KANg SAN Independent Director Mr Lim joined the Board as an Independent Director in August 2004. In 1982. Mr Lim runs his own business in Malaysia. Present Directorships: Listed MR LAI MUN ONN Independent Director Mr Lai joined the Board as an Independent Director in June 2003. Mr Kuik started his corporate banking career with Bank of America in Singapore in 1972 and left the banking service industry in 1981. He also serves as Independent Director on the Board of three other public companies listed on SGX. He graduated from the University of London with a Bachelor of Law degree with Honours and obtained his Barrister-at-Law from Lincoln’s Inn. relinquished the position at the end of 2000 and has since been an Independent Director. Australia with a Bachelor’s Degree majoring in Accounting and a Bachelor’s Degree in Law in 1985 and 1986. Mr Lai is also the Managing Partner of Lai Mun Onn & Co. he held Executive Director positions with several public companies (including Super) listed on SGX at various periods up to end of the 2000. Since then and for the next 20 years. He is presently a Notary Public and Commissioner for Oaths. and a member of the Singapore Institute of Arbitrators. He is also a Non-Executive and Independent Director of Koh Brothers Group Limited. he was admitted as an Advocate and Solicitor of the Supreme Court of Singapore.

Present Directorships: Listed Koon Holdings Limited (Independent Director) San Teh Ltd (Independent Director) Scorpio East Holdings Ltd. Ms Lee is an Executive Director of Tee Yih Jia Group. HSK Resources Pte. Ltd.. Present Directorships: Listed M S J UlI E tt E L EE H WEE KHOON Alternate Director to Goi Seng Hui Ms Lee was appointed as an Alternate Director to Mr Goi Seng Hui in February 2007. Principal Commitments: Fushun Foreign Trade & Economic Cooperation Bureau (Investment Advisor) Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: Brothers (Holdings) Limited Junhe Investment Pte Ltd Super Elite Holdings Pte Ltd Tee Yih Jia Food Manufacturing Pte Ltd Yangzhou Junhe Property Development Co. a position she has held since 1992. She also serves on the board of GSH Corporation Limited. He also serves as Independent Director on the Board of two other public companies public company listed on SGX – Koon Holdings Limited and San Teh Ltd. Ltd. Ltd Junhe Real Estate (Jiangsu) Co. He is currently the Chief Executive Officer and Executive Director of Scorpio East Holdings Ltd. Ltd Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: Tung Lok Restaurants (2000) Ltd SUPER GROUP LTD Annual Report 2012 35 . Mr Ko also holds chairmanship and directorships at various companies. Prior to this..MR KO CHUAN AUN Independent Director Mr Ko joined the Board as an Independent Director in November 2006. Ltd. Star Route Pte. he was the Chairman of Athena Corporation Pte Ltd. (Executive Director / CEO) Others GSH Corporation Limited (Non-Executive and Non-Independent Director) Others Athena Corporation pte. She holds a Masters in Business Administration BA (Strategic Management) from Maastricht School of Management.

marketing and product development of the Group. He assists the key management in the Company’s corporate strategy and business development for the Group’s key markets. he is responsible for managing overseas markets like Myanmar and China. taxation and banking matters. She is also responsible for business development in Singapore and Malaysia. MR LIm LEE SENg General Manager – Super Coffeemix Ltd (Myanmar). Mr Lim has more than 20 years of experience in sales and marketing. a subsidiary company Mr Lim joined the Company in 1995. MR KOH CHUN YUAN Chief Financial Controller Mr Koh joined the Company in 2004. a subsidiary company Mr Lim is the Chief Executive Officer of Super Food Technology Sdn Bhd and its subsidiary companies in Malaysia. Mr Lim also oversees the operations of the Group’s instant noodles and potato chips manufacturing facilities. MR DARREN TEO JUNXIANg Corporate Strategy & Business Development Manager Mr Teo joined the Company in 2007 and was promoted to Corporate Strategy Manager in 2011. a subsidiary company Mr Lim is the General Manager of Super Food Marketing Sdn Bhd. He is responsible for the Group’s financial and accounting function which includes auditing. As overseas expansion is key to Super Group’s growth strategies. He joined the Group in 1997 during the initial construction of the manufacturing facilities at Plentong. He is also involved in business development for the Myanmar market. She is spearheading the branding initiatives of the Company. Mr Koh is also involved in the Company’s compliance with the Company Act and SGX listing requirements as well as the corporate affairs for the Group. Mr Lim takes charge of the operations. He is the General Manager of Super Coffeemix Ltd (Myanmar). Johor Bahru. He is responsible for financial and accounting matters as well as corporate affairs of the SFT group of companies. MR RICHARD LIm CHEE KEONg Chief Executive Officer – Super Food Technology Sdn Bhd. prior to which he was the marketing manager of a leading food manufacturer in Malaysia. Mr Lim has been with the Group since 1999. He oversees the distribution of the Group’s products in Malaysia. 36 A NEW ERA . Elaine’s extensive experience in these fields has given her an edge to heighten the Group’s market expansion in the region.KEY MANAGEMENT MS ElAINE TEO SZE HWEE General Manager Ms Teo joined the Company in 1999 and is responsible for the branding. His key role involves planning and executing the Company’s business strategies. He is also involved in investor relations for the Company. MR StEVEN LIm KIm HUAt General Manager – Super Food Marketing Sdn Bhd. financial and accounting matters of the Group’s packaging plant in Myanmar.

SUPER GROUP LTD Annual Report 2012 37 . Singapore Sales A veteran in the Fast-Moving-Consumer-Goods (“FMCG”) industry. a subsidiary company. Mr Yeo undertakes sales and marketing planning and execution for the markets under his purview. He is also responsible for exploring various markets in South Asia. MR WANg WEN JIA General Manager. Mr Yeo takes charge of business development for the Group’s investment in Vietnam. MR JAICHNDRA RAO General Manager. He leads the local sales team. Mr Rao is responsible for export sales to the Europe/Middle East/Africa region. business development and raw materials procurement of the Group’s ingredient business segment. Europe/Middle East/Africa Mr Rao joined the Company in 1996 from Nestle India Ltd where he spent 12 years holding various roles in sales. Mr Lim joined the Company in 2000. MR VIJAYANDRAN JOSEPH General Manager – Super Continental Pte Ltd. marketing and business development in different regions of the country. Mr Rao undertakes sales and marketing planning and execution for the markets under his purview. MR DENNIS LIm General Manager. He is also the General Director of Super Coffeemix Vietnam Ltd. and assumed the post of General Manager of Super Continental Pte Ltd from 2001 to 2009. He rejoined the Group in 2011 after a career move to Australia. he was with Fraser & Neave as its Technical Development Manager in charge of research and development for diary and non-carbonated soft drinks. Prior to the latter appointment. and rejoined the Company in January 2010 as Group R&D Assistant General Manager in charge of research & development and quality assurance matters for the Group. a subsidiary company Mr Joseph joined the Company in 1995. He is responsible for export sales to the Asia Pacific region. Mr Lim is fully responsible for the day-to-day running of the sales department and also oversees the sales of the Group’s Owl brand coffee. and undertakes sales and marketing execution for the markets under his purview.MR JAmES YEO PECk HONg General Manager. Research & Development Mr Wang worked in the Company’s Research & Development Department from 1994 to 2000. Asia Pacific Mr Yeo joined the Company in 1998. Mr Joseph is involved in the supply chain.

supergroupltd. Level 18 Singapore 048583 Nelson Chen Wee Teck (Audit Partner) (Appointed in 2011) NOMINATING COMMITTEE Lim Kan San (Chairman) Teo Kee Bock Wong Fook Sung Goh Boon Kok Lai Mun Onn Kuik See Juan SOLICITOR RHTLaw Taylor Wessing LLP REMUNERATION COMMITTEE Lai Mun Onn (Chairman) Teo Kee Bock Te Kok Chiew Goh Boon Kok Kuik See Juan Lim Kang San 38 A NEW ERA .CORPORaTE infORmaTiOn BOARD OF DIRECTORS EXECUTIVE Teo Kee Bock (Chairman & Managing Director) Te Kok Chiew Te Lay Hoon Te Lay Guat (Resigned with effect from 19 March 2013) Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li NON-EXECUTIVE Goi Seng Hui (Vice-chairman) Chandra Das S/O Rajagopal Sitaram Juliette Lee Hwee Khoon (Alternate Director To Goi Seng Hui) INDEPENDENT Goh Boon Kok (Lead Independent Director) Kuik See Juan Lai Mun Onn Lim Kang San Ko Chuan Aun SPECIAL COMMITTEE Teo Kee Bock (Chairman) Wong Fook Sung Tan Tian Oon Goh Boon Kok COMPANY SECRETARY Tan Cher Liang REGISTERED OFFICE 2 Senoko South Road Super Industrial Building Singapore 758096 Tel : (65) 6753 3088 Fax : (65) 6753 7833 Website : www.com SHARE REGISTRAR Boardroom Corporate & Advisory Services Pte Ltd 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623 Tel : (65) 6536 5355 Fax : (65) 6536 1360 AUDIT COMMITTEE Goh Boon Kok (Chairman) Kuik See Juan Lai Mun Onn Ko Chuan Aun AUDITORS Ernst & Young LLP One Raffles Quay North Tower.

CORPORaTE GOVERnanCE WHAt A SmIlE tAStES lIkE .

fINANCIAl CONtENt S Corporate Governance 41 Directors’ Report 51 Statement by Directors 57 Independent Auditor’s Report 58 Consolidated Income Statement 60 Consolidated Statement of Comprehensive Income 61 Balance Sheets 62 Statements of Changes in Equity 64 Consolidated Statement of Cash Flow 68 Notes to the Financial Statements 70 40 A NEW ERA .

The Board is also responsible for ensuring an adequate system of internal and management control. The Board has adopted internal guidelines that require Board approval for various matters. including appointment of directors. These board committees have clear mandates and operating procedures. (“Super” or “the Company”) recognises the importance of corporate governance and good business practices and is committed to complying with the principles and guidelines set out in the Code of Corporate Governance 2005 (the “Code 2005”). 8 of whom hold executive positions: Executive Directors Teo Kee Bock (Chairman & Managing Director) Te Kok Chiew Te Lay Hoon Te Lay Guat (Resigned with effect from 19 March 2013) Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Non-Executive Directors Goi Seng Hui (Vice-Chairman) Juliette Lee Hwee Khoon (Alternate Director to Goi Seng Hui) Chandra Das S/O Rajagopal Sitaram Independent Directors Goh Boon Kok Kuik See Juan Lai Mun Onn Lim Kang San Ko Chuan Aun Role of the Board (Principle 1) The Board’s primary role is to protect and enhance long-term shareholders’ value. establishing goals for management and monitoring the achievement of these goals. The Board as at the date of this corporate governance report has complied with some of the principles and guidelines of the 2012 Code and will continue to implement the recommendations as and when appropriate for the coming financial year. The Board also noted the recommended guidelines given under the revised Code of Corporate Governance 2012 (“2012 Code”) issued on 2 May 2012 which would be effective for the Company for financial year commencing from 1 January 2013. the Board is responsible for the overall corporate governance of the Group including setting its strategic direction. To fulfil this role. Remuneration. Board Processes (Principle 1) To assist in the execution of its responsibilities. SUPER GROUP LTD Annual Report 2012 41 . Meetings may be conducted through the use of audio and video conferencing. It sets the overall strategy for the Group and supervises the executive management. Ad-hoc Board meetings are convened when necessary to deliberate on urgent matters. major funding. which are reviewed regularly. BOARD MATTERS Board of Directors (Principle 1) The Board comprises 15 directors. investment proposals and material capital expenditures.CORPORATE GOVERNANcE The Board of Directors (or “the Board”) of Super Group Ltd. Audit and Special Committees. The Board meets on quarterly basis to review and evaluate performance and business strategies of the Group and address key policy issues. the Board has delegated specific responsibilities to four board committees namely Nominating.

obtain such external or other independent professional advice as it considers necessary to carry out its duties. The Board considers the size and composition of the Board appropriate for the scope and nature of the Company’s operations. and (4) enhanced changes to the Listing Rules to strengthen corporate governance. Mr Tan Tian Oon and Mr Goh Boon Kok. legal and regulatory requirements through attending courses organised by professional bodies.CORPORATE GOVERNANcE Special Committee (“SC”) (Principle 1) The SC. the Board should have enough directors to serve on various committees of the Board without over-burdening the directors or making it difficult for them to fully discharge their responsibilities. the Board was briefed and/or updated on the following (1) revisions under the 2012 Code. Mr Wong Fook Sung. the Board should comprise directors with a broad range of expertise. The composition of the Board is reviewed annually by the Nominating Committee to ensure that the Board has the appropriate mix of expertise and experience. (c) (d) The Board constantly examines its size to determine the impact of its number on its effectiveness and decides on the appropriate size of the Board. When a vacancy exists. the Nominating Committee. and directors appointed by the Board are subject to election by shareholders at the following Annual General Meeting and thereafter directors are subject to re-election at least once every three years. and where necessary with advice from an external consultant. and to review and recommend mergers. or where it is considered that the Board would benefit from the services of a new director with particular skills. During the year. Board Composition and Balance (Principle 2) The composition of the Board is determined in accordance with the following principles: (a) (b) one-third of the Board should be made up of independent directors. (3) changes to the disclosure regime under the Securities and Future Act. is a board committee. The Board then appoints the most suitable candidate who must stand for election at the next Annual General Meeting (“AGM”). To enable it to discharge its function properly. Training (Principle 1) The Company has in place an orientation program for new directors to ensure that incoming directors are familiar with the Group’s business. The SC comprises Mr Teo Kee Bock (Chairman). The Company supports its directors in being members of the Singapore Institute of Directors and encourages directors to keep abreast with on-going developments and changes to the financial. (2) directors’ duties in respect of financial statements. acquisitions and divestments. as it deems fit. to review and recommend any equity capital raising or restructuring plans. in consultation with the Board. Details of directors’ qualifications and experience are set out on pages 30 to 35 of this Annual Report. The tenure for executive directors is linked to their respective executive offices. set up for the following purposes: (a) (b) (c) to review business risks and recommend financial strategies and policies. 42 A NEW ERA . determines the suitability of the potential candidates. the SC may. operational and financial policies.

50. Chairman and Managing Director (Principle 3) Mr Teo Kee Bock is both Chairman and Managing Director of the Company. he ensures that Board meetings are held when necessary. The Nominating Committee has recommended the Directors for re-election and re-appointment at the forthcoming AGM. adequate and timely information flow between the Board and management. other than the Managing Director. sets the agenda and ensures complete. The year of initial appointment and last re-election of the directors are set out below: Date of Initial Appointment 07-Jan-1992 13-Apr-1991 13-Apr-1991 21-May-1991 07-Mar-1994 17-Aug-1999 01-Jun-2003 05-Aug-2004 28-Feb-2006 26-Feb-2007 28-Apr-2011 27-Jun-1994 07-Mar-1994 01-Jun-2003 05-Aug-2004 08-Nov-2006 Date of Last Re-election / Re-appointment N/A 28-Apr-2011 28-Apr-2011 27-Apr-2012 28-Apr-2011 27-Apr-2012 27-Apr-2012 28-Apr-2010 28-Apr-2010 N/A 27-Apr-2012 27-Apr-2012 28-Apr-2011 27-Apr-2012 28-Apr-2011 28-Apr-2010 Director Position Teo Kee Bock Te Kok Chiew Te Lay Hoon Te Lay Guat (Resigned with effect from 19 March 2013) Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Goi Seng Hui Juliette Lee Hwee Khoon Chandra Das S/O Rajagopal Sitaram Goh Boon Kok Kuik See Juan Lai Mun Onn Lim Kang San Ko Chuan Aun Chairman & Managing Director Executive Director Executive Director Executive Director Executive Director Executive Director Executive Director Executive Director Vice-Chairman & Non-Executive Director Alternate Director to Goi Seng Hui Non-Executive Director Independent Director Independent Director Independent Director Independent Director Independent Director For the forthcoming AGM. Cap.CORPORATE GOVERNANcE  In accordance with the Company’s Articles of Association. his relationship with customers. integrity and objectivity in discharging his responsibilities. suppliers and other parties has contributed positively to the growth and development of the Group’s business since its inception. Messrs Goi Seng Hui. who have attained the age of 70. will retire pursuant to Section 153(6) of the Companies Act. As Chairman. in particular. Te Kok Chiew. SUPER GROUP LTD Annual Report 2012 43 . the Board fully supports the retention of his role as Chairman and Managing Director. not less than one-third of the directors will retire and submit themselves for re-election once every three years and newly appointed Director will also submit himself for re-election at the AGM immediately following the appointment. He has in-depth knowledge of the business and operations. He bears executive responsibility for the business performance of the Company as Managing Director and has been running the day-to-day business of the Company since he assumed these positions in 1994. Li Kang @ Charles K Li and Ko Chuan Aun will retire pursuant to Article 88 of the Company’s Articles of Association. Messrs Goh Boon Kok and Chandra Das S/O Rajagopal Sitaram. The Board is satisfied that in relation to the Company’s present business needs and in consideration of Mr Teo’s past performance.

The appraisal process focuses on areas such as board composition. Four of its six members are independent directors. Mr Teo Kee Bock and Mr Wong Fook Sung. the NC will be looking into the evaluation of board committees as recommended by the 2012 Code. 44 A NEW ERA . Mr Kuik See Juan. of meetings held in 2012 Name & Attendance of Director: Teo Kee Bock Te Kok Chiew Te Lay Hoon Te Lay Guat Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Goi Seng Hui Alternate Director . as well as the frequency of meetings. to nominate any director for re-election at the Annual General Meeting having regard to the directors’ contribution and performance. is disclosed as follows: Audit Committee 4 – – – – – 4* – – – – 4 3 4 – 4 Nominating Committee 1 1 – – – – 1 – – – – 1 1 1 1 – Remuneration Committee 2 2 2 – – – 2* – – – – 2 1 2 2 – Board No. A summary of findings is prepared following the return of the completed questionnaire for review and deliberation by the NC. board performance in discharging its principal responsibilities and Managing Director/senior management succession planning. The NC Chairman will report the findings to the Board so that appropriate course of action is agreed. to determine whether or not a director is independent. board processes.Juliette Lee Hwee Khoon Chandra Das S/O Rajagopal Sitaram Goh Boon Kok Kuik See Juan Lai Mun Onn Lim Kang San Ko Chuan Aun * By invitation. member of NC and RC. Mr Lai Mun Onn. The NC has adopted a formal system of evaluating the board performance as a whole. and to assess the effectiveness of the Board. board access to information. Nominating Committee (“NC”) (Principles 4 and 5) The NC comprises Mr Lim Kang San (Chairman). an independent director who is also the Chairman of the AC. Mr Lim Kang San. 4 4 4 4 4 4 4 4 4 4 3 4 3 4 4 4 No Special Committee meeting was held during the year. board accountability. the NC felt that it is more appropriate and effective for the entire Board to assess the Board as a whole bearing in mind that each member of the Board contributes in different way. Its function is to evaluate and to review nominations for appointments and re-appointment to the Board. Lead Independent Director (Principle 3) Mr Goh Boon Kok.CORPORATE GOVERNANcE The attendance of the directors at meetings of the Board and board committees held in the course of the year under review. has been appointed as the lead independent director with effect from 1 March 2013 in line with the guidelines under the 2012 Code. For FY2013. The NC looks into the appointment and re-appointment of directors to the Board. He will be available to shareholders where they have concerns for which normal channels to the Chairman and Managing Director has failed to resolve or is inappropriate. the Chairman of NC is not associated with any substantial shareholder. This process entails the completion of a questionnaire. While the Code 2005 recommends that the NC be responsible for assessing the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board. Mr Goh Boon Kok.

CORPORATE GOVERNANcE

In its annual review of the independence of Messrs Goh Boon Kok, Kuik See Juan, Lai Mun Onn, Ko Chuan Aun and Lim Kang San, the NC, having considered the guidelines set out in the Code 2005, is satisfied that there are no relationships which would deem any of them not to be independent. For FY2013, the NC will review the independence of the directors based on the guidelines recommended by the 2012 Code. Notwithstanding that some of the Directors have other board representations, the NC is satisfied that these Directors are able to and adequately carry out their duties as Directors of the Company. Access to Information (Principle 6) All directors have unrestricted access to the Company’s records and information and independent access to senior management of the Company. Should directors, whether as a group or individually, need independent professional advice, the Company will bear the costs of such advice with the Chairman’s approval. The Company Secretary and/or his nominee attends all meetings of the Board, Audit, Remuneration and Nominating Committees. The directors have separate and independent access to the Company Secretary who is responsible for ensuring that all Board procedures are followed and requirements under the Companies Act are complied with.

REMUNERATION MATTERS
Remuneration Committee (“RC”) (Principle 7 and 8) The RC comprises Mr Lai Mun Onn (Chairman), Mr Goh Boon Kok, Mr Kuik See Juan, Mr Teo Kee Bock, Mr Te Kok Chiew and Mr Lim Kang San. A majority of the RC members, including its Chairman, are independent directors. The Board opined that the membership of executive directors, Mr Teo Kee Bock and Mr Te Kok Chiew, would not give rise to potential conflict of interest given that the directors are not involved in deciding their own remuneration. The RC reviews and determines the remuneration packages, wages/remuneration policies and promotions for senior executives in the Group. To enable it to discharge its function properly, the Committee may, as it deems fit, seek advice from an external human resource consultant at the cost of the Company. No director in the RC is involved in deciding his own remuneration. The RC and the Board are of the view that the remuneration of the directors is adequate but not excessive. The remuneration packages of the executive directors include a component linked to the Company’s performance and is aligned to the interest of shareholders. Non-executive directors are paid a fixed fee set at a competitive level based on their level of contribution, taking into account factors such as effort and time spent and the respective responsibilities of the directors. Directors’ fees are tabled annually for shareholders’ approval at the Annual General Meeting. Executive directors are on service contracts, which are subject to review every three years. The Board is of the view that the directors’ service contracts are not excessively long or with onerous removal clauses. The Company has in place a share awards scheme known as Super Group Share Award Scheme (the “Scheme”) which was approved by shareholders on 28 April 2011. The Scheme is administered by the RC. Further information on the Scheme is detailed under the Directors’ Report found in pages 53 to 54.

SUPER GROUP LTD Annual Report 2012

45

CORPORATE GOVERNANcE

Directors’ and Key Executives’ Remuneration (Principle 9) The following table shows a breakdown (in percentage terms) of the remuneration of directors and key executives for the year ended 31 December 2012: Allowance & Other Benefits

Remuneration Bands Directors: $500,000 & above Teo Kee Bock Te Kok Chiew $250,000 - $499,000 Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Below $250,000 Te Lay Hoon Te Lay Guat Lee Chee Tak Goi Seng Hui Juliette Lee Hwee Khoon (Alternate Director to Goi Seng Hui) Chandra Das S/O Rajagopal Sitaram Goh Boon Kok Kuik See Juan Ko Chuan Aun Lai Mun Onn Lim Kang San Key Executives: Below $250,000 Elaine Teo Sze Hwee Darren Teo Junxiang Richard Lim Chee Kheong Koh Chun Yuan Dennis Lim Wang Wen Jia Vijayandran Joseph Steven Lim Kim Huat James Yeo Peck Hong Jaichndra Rao Lim Lee Seng

Salary

Bonus

Directors’ Fees

Total Compensation

10% 15% 58% 40% 31% 57% 43% 44% – – – – – – – –

88% 81% 21% 33% 28% 20% 17% 16% – – – – – – – –

1% 1% 10% 8% 6% 14% 14% 15% 100% – 100% 100% 100% 100% 100% 100%

1% 3% 11% 19% 35% 9% 26% 25% – – – – – – – –

100% 100% 100% 100% 100% 100% 100% 100% 100% – 100% 100% 100% 100% 100% 100%

52% 54% 65% 63% 55% 68% 65% 68% 57% 65% 67%

33% 31% 19% 26% 29% 16% 22% 21% 30% 19% 33%

– – – – – – – – – – –

15% 15% 16% 11% 16% 16% 13% 11% 13% 16% –

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Ms Elaine Teo Sze Hwee, whose remuneration exceeds S$150,000 during the year ended 31 December 2012, is the daughter of Mr Teo Kee Bock and Madam Te Lay Hoon. Mr Darren Teo Junxiang is the son of Mr Teo Kee Bock and Madam Te Lay Hoon. However, his remuneration did not exceed S$150,000 during the year ended 31 December 2012.

46

A NEW ERA

CORPORATE GOVERNANcE

ACCOUNTABILITY AND AUDIT
Accountability (Principle 10) The Board is accountable to the shareholders while the management of the Company is accountable to the Board. The management presents to the Board the Group’s quarterly and full year accounts and the Audit Committee reports on the results for review and approval. The Board approves the results and authorises the release of the results to SGX-ST and the public via SGXNET. Periodic management report is provided to Board members to keep the Board apprised of the Company’s performance, position and prospects on a timely basis. Audit Committee (“AC”) (Principle 11) The AC comprises four members who are independent of management within the meaning of the Code 2005: Goh Boon Kok (Chairman) Kuik See Juan Lai Mun Onn Ko Chuan Aun The Chairman of the AC is a Certified Public Accountant and runs his own accounting practice. The other members of the AC have garnered their business and financial management experience from running their own business or, from appointments at senior management and Board levels. The AC met four times during the year. The functions of the AC are as follows: (a) (b) (c) assist the Board in discharging its statutory responsibilities on financial and accounting matters; reviews the Group’s financial and operating results and accounting policies; reviews significant financial reporting issues and judgments relating to financial statements for each financial year, quarterly and annual results announcement before submission to the Board for approval; reviews the audit plans and reports of the internal auditors and external auditors and consider the effectiveness of the actions taken by Management on the auditors’ recommendations.; reviews the adequacy of the Company’s internal controls and risk management policies and systems established by Management; reviews interested person transactions as defined in the Listing Manual of SGX-ST; and reviews the nature and extent of non-audit services provided by the external auditors yearly to determine the independence of the external auditors.

(d)

(e) (f) (g)

The AC is authorised to investigate any matters within its terms of reference, has full access to management and also full discretion to invite any director or executive officer to attend its meetings, as well as reasonable resources to enable it to discharge its function properly. Annually, the AC meets with the external auditors without the presence of management and the external auditors has attended all the AC meetings every quarter. The aggregate amount of audit and non-audit fees paid to the external auditors are S$502,000 and S$205,000 respectively. The AC, having reviewed all the non-audit services provided by the external auditors to the Group, is satisfied that the nature and extent of such services did not affect the independence of the external auditors. The AC is satisfied that the Company has complied with Listing Rules 712 and 715 of the Listing Manual regarding the audit of its subsidiaries and associated companies in Singapore and outside Singapore.

SUPER GROUP LTD Annual Report 2012

47

CORPORATE GOVERNANcE

As part of ongoing good corporate governance initiatives, the Board and Audit Committee are of the view that the external auditors should be rotated and would like to propose that KMPG LLP be appointed in place of Ernst & Young LLP for the financial year ending 31 December 2013. In recommending the appointment of KPMG LLP as external auditors, the AC has considered various factors, including the adequacy of the resources of KPMG LLP, their experience and audit engagements, the number and experience of the supervisory and professional staff who will be assigned to the audit of the consolidated accounts and KPMG LLP’s proposed audit arrangements for the Group. The AC is of the opinion that KPMG LLP will be able to meet the audit requirements of the Group. The appointment of KPMG LLP in place of retiring auditors, Ernst & Young LLP will be tabled for shareholders’ approval at the AGM. Internal Controls (Principle 12) / Internal Audit (Principle 13) Management regularly reviews the system of internal controls to ensure that there are sufficient checks and balances to safeguard the Company’s assets. The Audit Committee ensures that these controls are effective by engaging external consultant as the internal auditor. The internal auditor works within the scope of an audit plan, which has been approved by the Audit Committee, to review and test the adequacy and effectiveness of the internal controls of the Group. The external auditors will, in the course of their statutory audit, conduct a review of the internal control procedures and highlight any material internal control weaknesses which have come to their attention. All audit findings and recommendations made by the internal and external auditors are reported to the Audit Committee. Significant issues are discussed at the Audit Committee meetings. The Internal Auditor follows up on all its recommendations to ensure that Management has implemented them in a timely and appropriate fashion. The internal audit function is outsourced to Grant Thornton Advisory Services Pte Ltd, which reports directly to the AC. The Internal Auditors support the AC in its role to assess the effectiveness of the Group’s overall system of internal controls. The assistance provided by the Internal Auditors is primarily accomplished through their appraisals of the financial and operational controls, policies and procedures established by management and their reviews for compliance by the Group’s operating entities with these established controls, policies and procedures. Risk Management In an effort to implement an Enterprise Risk Management (“ERM”) framework, the Board has, in November 2012, engaged Grant Thornton Advisory Services Pte Ltd to conduct a strategic and operational risk assessment to assist the Group in identifying and assessing its top tier risks. This exercise seeks to provide a structured and common methodology to identify and manage potential risks affecting the Group and to ensure that sufficient controls are in place to monitor and mitigate these risks. The Board, through the Audit Committee, will continuously identify, review and monitor the key risks, control measures and management actions as part of the ERM process. Based on the internal controls and risk management framework established and maintained by Management, work performed by internal and external auditors and reviews performed by Management and the AC, the Board, with the concurrence of the AC, is of the opinion that the internal controls were adequate as at 31 December 2012 to address financial, operational and compliance risks which the Board considers relevant and material to its operations. The Board notes that the system of internal controls and risk management provides reasonable, but not absolute, assurance that the Group will not be adversely affected by any event that could be reasonably foreseen as it works to achieve its business objectives. Communication With Shareholders (Principle 14 And 15) The Company believes that timely disclosure of significant or price sensitive information is an essential practice of good corporate governance. Hence, the Company gives full disclosure in all public announcements via SGXNET, press releases and annual reports. The Company does not practise selective disclosure. Both directors and management take precautions to ensure that no unreported price-sensitive information is disclosed at such sessions. In addition, the Company also conduct results briefing for media and analysts in conjunction with the release of results announcements. From time to time, the Investor Relations team will meet up with institutional investors, the investment community, analysts and the media so as to allow them opportunities to interact with the Company to further understand and gain insights to the development and outlook of the Company. To ensure transparency, briefing materials are released to SGX-ST via SGXNET. The Company’s website and the SGXNET are the principal media of communication with shareholders.
48 A NEW ERA

The AC and the Board have reviewed all transactions conducted with interested persons as tabled below and are satisfied that these transactions were carried out at arm’s length and under normal commercial terms. and two weeks before the announcement of the quarterly results. Directors and senior management are present at general meetings to address shareholders’ queries.CORPORATE GOVERNANcE The annual report is sent to all shareholders of the Company and notice of every general meeting is advertised in the newspapers. At general meetings. INTERNAL COMPLIANCE CODE ON DEALINGS IN COMPANY’S SECURITIES The Company has adopted an internal compliance code to provide guidance to all directors and key officers in relation to their dealings in the Company’s securities.000 and transactions conducted under shareholders’ mandate pursuant to Rule 920) (S$’000) 2. until the relevant results are announced. The external auditors are also present at the Annual General Meetings of the Company to address queries about the conduct of audit and the preparation and content of the auditors’ report. shareholders are given the opportunity to air their views and direct questions to the Board on any matter relating to the Group’s business and operations. INTERESTED PERSON TRANSACTIONS POLICY There is no general mandate obtained for interested person transaction. Directors are required to report to the Company Secretary whenever they deal in the Company’s shares. The Company has adopted an internal policy in respect of transactions with interested persons and has set out the procedures for review and approval of the Company’s interested person transactions.000) (S$’000) Sun Resources Holdings Pte Ltd N/A – the Company does not have a shareholder mandate for interested person transactions N/A – the Company does not have a shareholder mandate for interested person transactions N/A – the Company does not have a shareholder mandate for interested person transactions Black On Black Creative Pte Ltd 423 Veer Motion Graphics Pte Ltd 451 SUPER GROUP LTD Annual Report 2012 49 . Directors and key officers are not permitted to deal in the Company’s shares during the period commencing one month before the announcement of the full year results. Interested Person Transactions Name of Interested Person Aggregate value of all interested person transactions during the financial year (excluding transactions less than S$100. Directors and key officers should not deal in the company’s securities on short-term considerations and are required to confirm annually that they have complied with the code on dealings in the Company’s securities.313 Aggregate value of all interested person transactions conducted under shareholders’ mandate pursuant to Rule 920 (excluding transactions less than S$100. The Company’s Articles of Association allow a member to appoint up to two proxies to attend and vote at general meetings. The AC and the Board are satisfied that the terms of the transactions are not prejudicial to the interests of the Company or its minority shareholders.

6 0.5 50 A NEW ERA . there were no material contracts entered into in the ordinary course of business by the Company and its subsidiaries involving the interests of the directors and controlling shareholders of the Company.6 million raised from Company’s Taiwan Depository Receipts (“TDRs”) issue is as follows:  Amount (S$ million) Gross proceeds from the Company’s TDRs issue Less: (1) Proceeds utilised for working capital as per announcement dated 27 January 2011 (2) TDRs and related expenses (3) Proceeds utilised for the purchase of a leasehold land located at private lot at A1185201 at Tuas West Drive/Tuas Link 2 in Jurong Industrial Estate (the “Property”) as per announcement dated 28 March 2011 (4) Costs incurred for the construction of a multi-storey building on the Property Balance of proceeds remaining from the Company’s TDRs issue 23. Also. the identity of complainant would be kept confidential unless required by law to reveal or the identity of the complainant is already publicly known or the Board of Directors opined that it would be in the best interests of the Group to disclose the identity. The Policy has been disseminated to all staff. where necessary.7 12.6 0. AC Chairman in consultation with fellow members would exercise discretion on how to proceed with the investigation. and save for the disclosures made in the Directors’ Report. The AC Chairman has not received any complaint up to the date of this report. UPDATE ON THE UTILISATION OF PROCEEDS FROM THE TAIWAN DEPOSITORY RECEIPTS ISSUE The utilisation of the proceeds of S$23.8 3. Employees have been advised that no one would be intimidated or restrained from reporting any impropriety to the AC Chairman. Upon receipt of such complaint.CORPORATE GOVERNANcE MATERIAL CONTRACTS Other than transactions mentioned under Interested Person Transactions above. WHISTLE BLOWING POLICY The Board has put in place a Whistle Blowing Policy and Procedure (“Policy”) for reporting impropriety in matters of financial reporting and other matter. thereafter recommend any remedial or legal action to be taken.0 6.

375 64.367.908 51.DIREcTORS’ REPORT The directors are pleased to present their report to the members together with the audited consolidated financial statements of Super Group Ltd (the “Company”) and its subsidiaries (collectively. 50.070.625 65.375 64. who held office at the end of the financial year. neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are. an interest in shares of the Company and related corporations (other than wholly-owned subsidiaries) as stated below: Direct interest At the beginning At the end of of financial year financial year Deemed interest At the beginning At the end of of financial year financial year Name of director The Company Ordinary shares Teo Kee Bock Goi Seng Hui Te Kok Chiew 65. Directors’ interest in shares and debentures The following directors.824.908 43.000 8.319.625 – 26. or one of whose objects is.070. Directors The directors of the Company in office at the date of this report are: (Chairman) Teo Kee Bock Goi Seng Hui (Vice-Chairman) Juliette Lee Hwee Khoon (Alternate director to Goi Seng Hui) Te Kok Chiew Te Lay Hoon Te Lay Guat Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Goh Boon Kok Kuik See Juan Lai Mun Onn Lim Kang San Ko Chuan Aun Chandra Das S/O Rajagopal Sitaram Arrangements to enable directors to acQuire shares and debentures Except as described in the directors’ interest in shares and debentures section. had.000 – SUPER GROUP LTD Annual Report 2012 51 .824.319.367. Cap.000.000 – 26. to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate. the “Group”) and the balance sheet and statement of changes in equity of the Company for the financial year ended 31 December 2012. according to the register of directors’ shareholdings required to be kept under Section 164 of the Singapore Companies Act.

since the end of the previous financial year. Except as disclosed in this report. Directors’ contractual benefits Except as disclosed in the financial statements.000 33. Mdm Te Lay Hoon’s interest as Mdm Te Lay Hoon is also a director of the Company. Mr Teo Kee Bock is not deemed to have an interest in the shares of all subsidiaries of the Company at the beginning and the end of the financial year.000 123.000 11. either at the beginning of the financial year. 50. As such. 50.596.125 – 100.000 11. As such. Pursuant to Section 164(15)(a) of the Companies Act.000 – – 150.000 10. Mdm Te Lay Hoon is not deemed to have an interest in the shares of all subsidiaries of the Company at the beginning and the end of the financial year.125 – 50. warrants or debentures of the Company.000 63.000 9.000 – – Pursuant to Section 164(15)(a) of the Companies Act.000 33. (2) There were no changes in any of the above-mentioned interests of the directors between the end of the financial year and 21 January 2013.301. Cap.000 500.115. or date of appointment if later. Mr Teo Kee Bock’s interest as Mr Teo Kee Bock is also a director of the Company.000 54.696 – – 50.000 36.000 10. Mr Teo Kee Bock is not deemed to be interested in the shares held by Mdm Te Lay Hoon. or with a firm of which the director is a member. the deemed interest of Mr Teo Kee Bock as at 1 January 2012 and 31 December 2012 did not include his spouse. no director of the Company has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director.596.000 67. or at the end of the financial year. or of related corporations.696 – – 50. share options.000 500. 52 A NEW ERA .000 150. the deemed interest of Mdm Te Lay Hoon as at 1 January 2012 and 31 December 2012 did not include her spouse. or with a company in which the director has a substantial financial interest. Cap. Mdm Te Lay Hoon is not deemed to be interested in the shares held by Mr Teo Kee Bock. no director who held office at the end of the financial year had interests in shares.000 9.DIREcTORS’ REPORT Directors’ interest in shares and debentures (cont’d) Direct interest At the beginning At the end of of financial year financial year Deemed interest At the beginning At the end of of financial year financial year Name of director The Company Ordinary shares Te Lay Hoon Te Lay Guat Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Lim Kang San Chandra Das S/O Rajagopal Sitaram (1) 67.

Group Executive Directors. to selected employees of the Group provided that certain prescribed performance targets are met within a prescribed performance period. The Company has the flexibility to either issue and deliver new shares of the Company. when added to the number of Shares issued and/or issuable under such other share-based incentive plans of the Company.DIREcTORS’ REPORT Super Group Share Award Scheme At an Extraordinary General Meeting held on 28 April 2011. Key Group Employees and Group Executive Directors who are also Controlling Shareholders or Associates of a Controlling Shareholder are eligible to participate in the Scheme. shall not exceed 15% of the total number of issued Shares of the Company (excluding treasury shares) on the day preceding that date. shareholders of the Company approved a share award scheme known as the Super Group Share Award Scheme (the “Scheme”) to grant awards. The Scheme is administered by the Remuneration Committee which comprises Messrs Lai Mun Onn. Size of the Scheme The aggregate number of Shares to be issued pursuant to Awards granted on any date. Kuik See Juan. Eligibility The following persons are eligible to participate in the Scheme subject to the absolute discretion of the Remuneration Committee: (a) (b) Key Group Employees. The aggregate of the number of Shares comprised in Awards granted to the Controlling Shareholders and Associates of the Controlling Shareholders under the Scheme shall not exceed 25% of the aggregate of the total number of Awards which may be granted under the Scheme. or purchase and deliver existing shares of the Company. Teo Kee Bock. and the aggregate of the number of Shares in respect of Awards granted to each Controlling Shareholder or Associate of such Controlling Shareholder shall not exceed 10% of the total number of Awards which may be granted under the Scheme. SUPER GROUP LTD Annual Report 2012 53 . on a free-of-charge basis which represent a specified number of fully paid shares in the share capital of the Company. Goh Boon Kok. Te Kok Chiew and Lim Kang San. to participants upon the vesting of the awards.

the Company had granted a total of 78. The shares under the Award were released to the Participants on 17 August 2012.000 18. Since the commencement of the Scheme till the end of the financial year: • • No Awards have been granted to the controlling shareholders of the Company and their associates. 54 A NEW ERA .DIREcTORS’ REPORT Super Group Share Award Scheme (cont’d) Grant of the Scheme Awards may be granted at any time in the course of a financial year. a total of 78. Pursuant to the release of the shares under the Award.000 treasury shares in the Company’s Share Buy-Back Account were transferred to the Participants. No participant other than those disclosed above has received 5% or more of the total awards available under the Scheme. During the financial year.000 – – The share awards were granted to reward the past performance of the two Executive Directors (the “Participants”) based on the performance criteria as determined by the Remuneration Committee who is administering the Scheme.000 54. Details of which are as follows: Aggregate awards granted since the commencement of the scheme to the end of financial year Name of the participant Director of the Company Li Kang @ Charles K Li ¹ Tan Tian Oon ¹ ¹ Date of grant Awards granted during the financial year Aggregate awards outstanding as at end of financial year 10 August 2012 10 August 2012 60.000 share awards pursuant to the Scheme.000 123.

The members of the Audit Committee (“AC”) during the year and as at the date of this report are: Goh Boon Kok. independent director Kuik See Juan. other committees. without the presence of the Company’s management at least once a year. Reviewed the quarterly and annual financial statements and the auditors’ report on the annual financial statements of the Company before their submission to the Board of directors. 50. including the following: • Reviewed the audit plans of the internal and external auditors of the Company and reviewed the internal auditors’ evaluation of the adequacy of the Company’s system of accounting controls and the co-operation given by the Company’s management to the external and internal auditors. related compliance policies and programmes and any reports received from regulators. Reviewed the nature and extent of non-audit services provided by the external auditors. independent director Lai Mun Onn. and Reviewed interested person transactions in accordance with the requirements of the SGX-ST’s Listing Manual. Cap. including financial. SUPER GROUP LTD Annual Report 2012 55 . (Chairman). The AC has also conducted a review of interested person transactions. The AC convened four meetings during the year and has also met with the external auditors.DIREcTORS’ REPORT Audit Committee The Audit Committee comprises all independent directors. operational and compliance controls and risk management via reviews carried out by the internal auditors. • • • • • • • • • The AC. independent director The AC carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act. Recommended to the Board of directors the external auditors to be appointed in place of the retiring external auditors and reviewed the scope and results of the audit. Reviewed the effectiveness of the Company’s material internal controls. Met with the external auditors. Further details regarding the AC are disclosed in the Report on Corporate Governance. is satisfied that the nature and extent of such services would not affect the independence of the external auditors. having reviewed all non-audit services provided by the external auditors to the Group. and management in separate executive sessions to discuss any matters that these groups believe should be discussed privately with the AC. Reviewed the cost effectiveness and the independence and objectivity of the external auditors. independent director Ko Chuan Aun. Reported actions and minutes of the AC to the Board of directors with such recommendations as the AC considers appropriate. Reviewed legal and regulatory matters that may have a material impact on the financial statements.

On behalf of the Board of directors: Teo Kee Bock Director Te Kok Chiew Director Singapore 12 March 2013 56 A NEW ERA .DIREcTORS’ REPORT Auditors Ernst & Young LLP will not be seeking re-appointment as auditors.

consolidated income statement. and at the date of this statement. changes in equity and cash flow of the Group and the changes in equity of the Company for the year ended on that date. being two of the directors of Super Group Ltd. (a) the accompanying balance sheets.STATEMENT BY DIREcTORS We. (b) On behalf of the Board of directors: Teo Kee Bock Director Te Kok Chiew Director Singapore 12 March 2013 SUPER GROUP LTD Annual Report 2012 57 . consolidated statement of comprehensive income. in the opinion of the directors. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. Teo Kee Bock and Te Kok Chiew. statements of changes in equity and consolidated cash flow statement together with notes thereto are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2012 and the results of the business. do hereby state that.

Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. and the consolidated income statement. Chapter 50 (the “Act”) and Singapore Financial Reporting Standards. and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets. the “Group”) set out on pages 60 to 142. including the assessment of the risks of material misstatement of the financial statements. We conducted our audit in accordance with Singapore Standards on Auditing.INdEPENdENT AUdITOR’S REPORT For the financial year ended 31 December 2012 Independent Auditor’s Report to the Members of Super Group Ltd Report on the Financial Statements We have audited the accompanying financial statements of Super Group Ltd (the “Company”) and its subsidiaries (collectively. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. whether due to fraud or error. but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. consolidated statement of comprehensive income and consolidated cash flow statement of the Group for the year then ended. and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition. The procedures selected depend on the auditor’s judgment. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management. which comprise the balance sheets of the Group and the Company as at 31 December 2012. as well as evaluating the overall presentation of the financial statements. and a summary of significant accounting policies and other explanatory information. statements of changes in equity of the Group and the Company. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 58 A NEW ERA . Management’s Responsibility for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act. In making those risk assessments.

the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2012 and the results. the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.INdEPENdENT AUdITOR’S REPORT For the financial year ended 31 December 2012 Independent Auditor’s Report to the Members of Super Group Ltd Opinion In our opinion. ERNST & YOUNG LLP Public Accountants and Certified Public Accountants Singapore 12 March 2013 SUPER GROUP LTD Annual Report 2012 59 . Report on Other Legal and Regulatory Requirements In our opinion. changes in equity and cash flow of the Group and the changes in equity of the Company for the year ended on that date.

10 cents 11.297 (8.352 (44.675) 503 70.871 9 9 14.10 cents The accompanying accounting policies and explanatory notes form an integral part of the financial statements.18 cents 11.733) 82.564 61.CONSOLIdATEd INcOME STATEMENT For the financial year ended 31 December 2012 Note 2012 $’000 519.18 cents 14.871 Revenue Cost of sales Gross profit Other income Selling and distribution expenses General and administrative expenses Other expenses Profit from operating activities Finance costs Net gain/(loss) from investment securities Share of results of associated and joint venture companies Profit before taxation Taxation Profit for the year Attributable to: Equity holders of the Company Non-controlling interests Profit for the year Earnings per share (cents per share) Basic Diluted 3 4 5.898 1.810 (45) 1.921) 89.520 82.328) (3.308) 63.215) (1.972 (298.842) 181.476 (50.044 3.590 (239) (1.496) 71.426 2011 $’000 440.973 63.179 (6.896) 142.843) (42. 60 A NEW ERA .359 173 91.564 5 6 7 8 79.268 (337.127) (38.076 13.

642 (51) 6.164 68.802) (598) (15.164 6.462 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.CONSOLIdATEd STATEMENT OF COMPREHENSIVE INcOME For the financial year ended 31 December 2012 2012 $’000 Profit for the year Other comprehensive income: Foreign currency translation Share of other comprehensive income of associated and joint venture companies Other comprehensive income for the year Total comprehensive income for the year Total comprehensive income attributable to: Equity holders of the Company Non-controlling interests (14.400) 67.233 70.564 2011 $’000 63.074 3. SUPER GROUP LTD Annual Report 2012 61 .871 64.591 70.229 2.090 67.462 82.

659 – – – 2.672 306.033 78.828 Net current assets 181.BALANcE SHEETS As at 31 December 2012 Note 2012 $’000 Non-current assets Property.530 – – 7 98.200 706 10.194 302.292 119.976 18.637 – – 23 60.525 Current assets Inventories Trade receivables Other receivables.000 6.219 83.261 120.856 39.293 99.221 3.816 – 2.156 19.818 10.000 9.056 68.866 – 1.143 8.200 706 10.344 – – 13.144 20.338 Current liabilities Bank overdrafts Trade payables Other payables and accruals Amounts due to subsidiary companies Hire purchase creditors Bank borrowings Deferred gain Provision for taxation 21 22 23 24 25 26 27 670 40.143 6.097 – 217 911 3.818 10. plant and equipment Intangible assets Investment in subsidiary companies Investment in associated companies Investment in joint venture companies Other receivables Deferred tax assets 10 11 12 13 14 15(a) 16 211.976 112.362 2.510 Group 2011 $’000 2012 $’000 Company 2011 $’000 166.363 93.856 122.275 17 240.481 – 217 – 3.315 428 195.678 194.852 – – 13.645 8.267 – 117.495 779 35.276 62 A NEW ERA .044 – 3.090 12.634 – – – 2.490 323 – 97.515 4.044 – 2.665 12.706 3.103 10.707 95.404 3. prepayments and deposits Amounts due from subsidiary companies Investment securities Cash and short-term deposits 17 18 15(b) 19 20 21 82.914 1.594 64.916 317 – 97.954 180 115.702 102.937 111.

543 (272) 203.368 198.639 Non-controlling interests Total equity The accompanying accounting policies and explanatory notes form an integral part of the financial statements.639 163.636 366.BALANcE SHEETS As at 31 December 2012 Note 2012 $’000 Non-current liabilities Hire purchase creditors Deferred gain Deferred tax liabilities 25 27 16 377 – 4.567 398.750 416.667 163.368 Net assets Equity attributable to equity holders of the parent Share capital 28(a) Treasury shares 28(b) Reserves 29 416.178 163.795 – 216.865 8. SUPER GROUP LTD Annual Report 2012 63 .917 17.991 5.143 4.543 (193) 235.445 216.543 (193) 53.639 – 198.543 (272) 35.590 382.271 382.907 15.795 – – – – 198.795 163.667 Group 2011 $’000 2012 $’000 Company 2011 $’000 582 3.178 – – 39 39 216.

64 Total attributable to equity holders of the parent $’000 Noncontrolling interests $’000 Total equity $’000 382.178 82.151) (28.675) 416.520 366.543 (272) 42 Profit for the year – – – Other comprehensive income: – – – Foreign currency translation Share of other comprehensive income of associated and joint venture companies Disposal of fixed assets of a subsidiary company – – – – – – Total comprehensive income for the year – – – – – – – – – – – – – 79 93 Contributions by and distribution to owners Dividends paid (Note 30) Proposed final dividend (Note 30) Dividend paid/ payable by a subsidiary company to minority shareholder Treasury shares reissued pursuant to Share Award Scheme Transfer to statutory reserve (Note 29(d)) Acquisition of non-controlling interests in subsidiary companies – – – – – – Total transactions with owners in their capacity as owners – 79 93 Closing balance at 31 December 2012 163.335) – – – (32.750 (32.164 – – – – – – – – – – – – (21.251 28.044 1.564 15.090 67.044 94 358 2.564 (32.124) 225.054) 21.538 – – – – – – – – – – (4.271 3.024) 7.538 7.372) – – (14.970) – 79.667 For the year ended 31 December 2012 STATEMENTS OF CHANgES IN EQUITY A NEW ERA 2012 Group Share capital (Note 28(a)) $’000 Treasury shares (Note 28(b)) $’000 Attributable to equity holders of the parent Gain or Discount on loss on acquisition Foreign reissuance Asset of noncurrency of treasur revaluation Capital Reserve on Statutory controlling translation Dividend shares reserve reserve consolidation reserve interests reserve reserve Accumulated (Note 29(h)) (Note 29(a)) (Note 29(b)) (Note 29(c)) (Note 29(d)) (Note 29(i)) (Note 29(e)) (Note 29(f)) profits $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Opening balance at 1 January 2012 163.543 (193) 135 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.435 (11.917 (611) 17. .074 3.976 – – – – – (14.712 64.064) 398.802) – – – – – (598) – – (598) – (598) (668) – – – – – – 668 – – – (668) – – – – (14.473 – (12.538) 172 – – – 172 – – – – – 99 – – – 99 (415) (316) – 895 94 – – 358 4.335) – – – – – – – – – – (196) (196) – – – – 4.184) 28.011 99 99 – (27.435) (32.435 (44.372) (430) (14.907 79.184 189.563 – – – – – – – 79.

2011 Group

Share capital (Note 28(a)) $’000 Total equity $’000 341,583 63,871 1,563 – – – – – – – 61,898 61,898 1,973 70 358 2,341 (18,534) 20,065 173 160,543 329,750 11,833

Attributable to equity holders of the parent Gain or loss on Foreign reissuance Asset currency Fair Treasury of treasury revaluation Capital Reserve on Statutory translation Dividend value shares shares reserve reserve consolidation reserve reserve reserve reserve Accumulated (Note 28(b)) (Note 29(h)) (Note 29(a)) (Note 29(b)) (Note 29(c)) (Note 29(d)) (Note 29(e)) (Note 29(f)) (Note 29(g)) profits $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Total attributable to equity holders of the parent $’000 Noncontrolling interests $’000

Opening balance at 1 January 2011

163,543

(372)

Profit for the year

Other comprehensive income: – – – – 6,382 – – – 6,382 260 6,642

For the year ended 31 December 2012 (cont’d)

Foreign currency translation Share of other comprehensive income of associated and joint venture companies Disposal of an associated company – – (46) – – – – (236) – 70 – – 98 – 63 – 231 (282)

– –

231 (282)

Total comprehensive income for the year – 24 – – 6,480 – (173)

61,898

68,229

2,233

70,462

– – – – – – 21,184

(20,065)

– –

(11,149) (21,184)

(31,214) –

– –

(31,214) –

– – – – – –

– –

– –

– –

– –

(20) 1,225

(20) 1,225

STATEMENTS OF CHANgES IN EQUITY

Contributions by and distribution to owners Dividends paid (Note 30) Proposed final dividend (Note 30) Dividend paid/ payable by a subsidiary company to minority shareholder Issue of shares by a subsidiary company Treasury shares reissued pursuant to Share Award Scheme Transfer to statutory reserve (Note 29(d)) – – – – 132 – – – – – – – – –

100

42

– (132)

142 –

– –

142 –

Total transactions with owners in their capacity as owners – 1,563 94 – – 358

100

42

132 2,473

– (12,054)

1,119 21,184

– –

(32,465) 189,976

(31,072) 366,907

1,205 15,271

(29,867) 382,178

SUPER GROUP LTD Annual Report 2012

Closing balance at 31 December 2011

163,543

(272)

42

65

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

STATEMENTS OF CHANgES IN EQUITY
For the year ended 31 December 2012 (cont’d)

2012 Company

Share capital (Note 28(a)) $’000

Treasury Shares (Note 28(b)) $’000

Gain or loss on reissuance of treasury shares (Note 29(h)) $’000

Dividend reserve (Note 29(f)) $’000

Accumulated profits $’000

Total $’000

Opening balance at 1 January 2012 Profit for the year and total comprehensive income for the year Dividends paid (Note 30) Proposed final dividend (Note 30) Treasury shares reissued pursuant to Share Award Scheme Total transactions with owners in their capacity as owners Closing balance at 31 December 2012

163,543

(272)

42

21,184

14,142

198,639

– – –

– – –

– – –

– (21,184) 28,435

50,319 (11,151) (28,435)

50,319 (32,335) –

79

93

172

– 163,543

79 (193)

93 135

7,251 28,435

10,733 24,875

18,156 216,795

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

66

A NEW ERA

STATEMENTS OF CHANgES IN EQUITY
For the year ended 31 December 2012 (cont’d)

2011 Company

Share capital (Note 28(a)) $’000

Treasury Shares (Note 28(b)) $’000

Gain or loss on reissuance of treasury shares (Note 29(h)) $’000

Dividend reserve (Note 29(f)) $’000

Accumulated profits $’000

Total $’000

Opening balance at 1 January 2011 Profit for the year and total comprehensive income for the year Dividends paid (Note 30) Proposed final dividend (Note 30) Treasury shares reissued pursuant to Share Award Scheme Total transactions with owners in their capacity as owners Closing balance at 31 December 2011

163,543

(372)

20,065

39,229

222,465

– – –

– – –

– – –

– (20,065) 21,184

7,246 (11,149) (21,184)

7,246 (31,214) –

100

42

142

– 163,543

100 (272)

42 42

1,119 21,184

(25,087) 14,142

(23,826) 198,639

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

SUPER GROUP LTD Annual Report 2012

67

927 70.034) 95.767 92.141 570 (45) (6.205) 17.437) (23. plant and equipment Proceeds from disposal of property.143) 825 535 (72) 45 (570) – (1.320 484 (239) (6.055 (1.287) (173) 172 (1.179 6 9.671 (17.402) 57. plant and equipment Gain on disposal of property. plant and equipment written off Impairment loss on property.988) (73. plant and equipment Compensation received for relocation of factory Payment for conversion of warrants into quoted equity shares Proceeds from disposal of an associated company Investment in associated companies Quasi-equity loans to associated companies Net cash inflow on disposal of a subsidiary company Proceeds from disposal of quoted investment securities Dividends received Net cash used in investing activities 2011 $’000 91.368) – 725 (3.990) 68 A NEW ERA .907 63.297 – 11.739) 85. plant and equipment Dividend income from quoted investment securities Interest expense Interest income Gain on disposal of quoted investment securities Changes in fair value of quoted investment securities Share of results of associated and joint venture companies Employee benefits expenses – Treasury shares reissued pursuant to Share Award Scheme Currency realignment Operating gain before reinvestment in working capital Increase in trade and other receivables Decrease/(increase) in inventories Increase in trade and other payables Cash generated from operations Interest received Interest paid Income taxes paid Net cash generated from operating activities Cash flow from investing activities Purchase of property.411) 10.CONSOLIdATEd STATEMENT OF CASH FLOW For the year ended 31 December 2012 2012 $’000 Cash flow from operating activities Profit before taxation Adjustments for: Amortisation of intangible assets Depreciation of property.623 (2.775 (503) 142 996 70.143) 545 226 (95) 239 (484) (5) 1.163 (63.321) 321 167 72 (57.053 (1. plant and equipment Loss on disposal of a subsidiary company Loss on disposal of an associated company Recognition of deferred gain Property.724 – – – (3.292) 3.076) 4.057 – (480) 24.114 3.855) 308 – (3.341 4.820 (10.252) – – 119 589 (45.

225 (31.335) – (911) (205) (316) (33. SVPL became a wholly-owned subsidiary of SCCPL.764 1.541) 111.256 121.893 Super Vending Pte Ltd (“SVPL”).164 (206) (133) (1) 824 516 (195) 321 Trade and other payables Deferred tax liabilities Provision for taxation Carrying value of net assets Total consideration Cash and cash equivalents of the subsidiary Net cash inflow on disposal of a subsidiary The accompanying accounting policies and explanatory notes form an integral part of the financial statements. The sale consideration was arrived at based on SMVPL’s financial position and on a willing buyer and willing seller basis.893 (4.828) 121.524 1. Super Multi Vending Pte Ltd(“SMVPL”) on 31 October 2012 at a consideration of S$516.064) (227) – (31. SUPER GROUP LTD Annual Report 2012 69 . Subsequently. plant and equipment Trade and other receivables Inventories Cash and cash equivalents 665 92 212 195 1.767) (5.300) (20. The disposal consideration was fully settled in cash. disposed its 100% equity interest in its wholly-owned subsidiary. and the cash flow effect of the disposal were: $’000 Property. Super Coffee Corporation Pte.127) 140.CONSOLIdATEd STATEMENT OF CASH FLOW For the year ended 31 December 2012 (cont’d) 2012 $’000 Cash flow from financing activities Proceeds from issue of shares to non-controlling shareholder by a subsidiary company Payment of dividends to shareholders of the Company Payment of dividends to non-controlling shareholder by a subsidiary company Repayment of bank borrowings Repayment of hire purchase creditors Cash paid on acquisition of non-controlling interests of a subsidiary company Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of year (Note 21) 2011 $’000 – (32. Ltd (“SCCPL”) acquired the remaining 20% equity interest in SVPL.214) (20) (1. an 80% owned subsidiary company.000. The value of assets and liabilities of SMVPL recorded in the consolidated financial statements as at 31 October 2012. After the acquisition.

The registered office and principal place of business of the Company is located at 2. The financial statements are presented in Singapore Dollars (“SGD” or “$”) and all values in the tables are rounded to the nearest thousand ($’000) as indicated.2 Changes in accounting policies The accounting policies adopted are consistent with those of the previous financial year except in the current financial year. Related companies in the financial statements refer to the Super Group Ltd’s group of companies. 2. 2. 70 A NEW ERA . 2. The adoption of these standards and interpretations did not have any significant effect on the financial performance or position of the Group and the Company.NOTES TO THE FINANcIAL STATEMENTS . The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below. The principal activities of the subsidiaries are disclosed in Note 12 to the financial statements. Singapore 758096. Super Industrial Building. The principal activity of the Company is investment holding. Senoko South Road.1 Summary of significant accounting policies Basis of preparation The consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”). the Group has adopted all the new and revised standards and Interpretations of FRS (INT FRS) that are effective for annual periods beginning on or after 1 January 2012. Corporate information Super Group Ltd (the “Company”) is a limited liability company.31 December 2012 1. incorporated and domiciled in Singapore and is listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”).

Revised FRS 28 and FRS 112 are described below. the directors expect that the adoption of the other standards and interpretations above will have no material impact on the financial statements in the period of initial application.3 Standards issued but not yet effective The Group has not adopted the following standards and interpretations that have been issued but not yet effective: Effective for annual periods beginning on or after 1 July 2012 1 January 2013 1 January 2013 1 January 2013 1 January 2013 1 January 2013 1 January 2013 1 January 2013 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 Description Amendments to FRS 1 Presentation of Items of Other Comprehensive Income Revised FRS 19 Employee Benefits FRS 113 Fair Value Measurement Amendments to FRS 107 Disclosures – Offsetting Financial Assets and Financial Liabilities Improvements to FRSs 2012 Amendment to FRS 1 Presentation of Financial Statements Amendment to FRS 16 Property. Plant and Equipment Amendment to FRS 32 Financial Instruments: Presentation Revised FRS 27 Separate Financial Statements Revised FRS 28 Investments in Associates and Joint Ventures FRS 110 Consolidated Financial Statements FRS 111 Joint Arrangements FRS 112 Disclosure of Interests in Other Entities Amendments to FRS 32 Offsetting Financial Assets and Financial Liabilities Except for the Amendments to FRS 1. Amendments to FRS 1 Presentation of Items of Other Comprehensive Income The Amendments to FRS 1 Presentation of Items of Other Comprehensive Income (OCI) are effective for financial periods beginning on or after 1 July 2012. Revised FRS 27. FRS 111. SUPER GROUP LTD Annual Report 2012 71 . Revised FRS 27. The nature of the impending changes in accounting policy on adoption of the Amendments to FRS 1. The Amendments to FRS 1 will change the grouping of items presented in OCI.NOTES TO THE FINANcIAL STATEMENTS . As the Amendments only affect the presentations of items that are already recognised in OCI. FRS110. Summary of significant accounting policies (cont’d) 2. Revised FRS 28 and FRS 112. the Group does not expect any impact on its financial position or performance upon adoption of this standard.31 December 2012 2. FS110. Items that could be reclassified to profit or loss at a future point in time would be presented separately from items which will never be reclassified. FRS 111.

with the existence of a separate legal vehicle no longer being the key factor. FRS 112 Disclosure of Interests in Other Entities FRS 112 Disclosure of Interests in Other Entities is effective for financial periods beginning on or after 1 January 2014. special purpose vehicles and other off balance sheet vehicles. The revised FRS 28 was amended to describe the application of equity method to investments in joint ventures in addition to associates. FRS 112 requires an entity to disclose information that helps users of its financial statements to evaluate the nature and risks associated with its interests in other entities and the effects of those interests on its financial statements. As this is a disclosure standard. Summary of significant accounting policies (cont’d) 2. As the Group currently applies equity method for its joint ventures. 72 A NEW ERA . compared with the requirements that were in FRS 27. FRS 110 may change which entities are consolidated within a group. FRS 112 is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities. including joint arrangements. The changes introduced by FRS 110 will require management to exercise significant judgment to determine which entities are controlled. Therefore. The Group is currently determining the impact of the changes to control and does not expect that the adoption of FRS 110 in 2014 will likely lead to more entities being consolidated to the Group. Joint operation is a joint arrangement whereby the parties that have rights to the assets and obligations for the liabilities whereas joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The revised FRS 27 was amended to address accounting for subsidiaries. it will have no impact to the financial position and financial performance of the Group when implemented in 2014.31 December 2012 2.NOTES TO THE FINANcIAL STATEMENTS . FRS 111 requires the determination of joint arrangement’s classification to be based on the parties’ rights and obligations under the arrangement. FRS 110 establishes a single control model that applies to all entities including special purpose entities. FRS 111 disallows proportionate consolidation and requires joint ventures to be accounted for using the equity method.3 Standards issued but not yet effective (cont’d) FRS 110 Consolidated Financial Statements and Revised FRS 27 Separate Financial Statements FRS 110 Consolidated Financial Statements and Revised FRS 27 Separate Financial Statements are effective for financial periods beginning on or after 1 January 2014. FRS 111 classifies joint arrangements either as joint operations or joint ventures. the Group does not expect any impact on its financial statement presentation. FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and Joint Ventures FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and Joint Ventures are effective for financial periods beginning on or after 1 January 2014. jointly controlled entities and associates in separate financial statements. and therefore are required to be consolidated by the Group. associates.

judgment is required to determine the currency that mainly influences selling prices for goods and services and of the country whose competitive forces and regulations mainly determines the selling prices of its goods and services. which have the most significant effect on the amounts recognised in the consolidated financial statements: (i) Income taxes The Group has exposure to income taxes in several jurisdictions. and the disclosure of contingent liabilities at the reporting date. (a) Judgments made in applying accounting policies In the process of applying the Group’s accounting policies. uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods. SUPER GROUP LTD Annual Report 2012 73 . assets and liabilities.4 Significant accounting judgments and estimates The preparation of the Group’s consolidated financial statements requires management to make judgments. However. such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Where the final tax outcome of these matters is different from the amounts that were initially recognised. expenses.NOTES TO THE FINANcIAL STATEMENTS . management has made the following judgments. The carrying amounts of the Group’s and Company’s deferred tax assets/liabilities and provisions for taxation are disclosed in the balance sheets. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. In determining the functional currencies of the entities in the Group. Further information is disclosed in Note 8.31 December 2012 2. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Summary of significant accounting policies (cont’d) 2. Significant judgment is involved in determining the group-wide provision for income taxes. (ii) Determination of functional currency Foreign currency transactions are measured in the respective functional currencies of the Company and its subsidiaries. estimates and assumptions that affect the reported amounts of revenue. The functional currencies of the entities in the Group are determined based on management’s assessment of the economic environment in which the entities operate and the entities’ process of determining selling prices. apart from those involving estimations.

therefore future depreciation charges could be revised. (i) Fair value of financial instruments Where the fair values of financial instruments recorded on the balance sheet cannot be derived from active markets. and economic assumptions regarding the industry and geographical jurisdiction in which the investee operates. Existing circumstances and assumptions about future developments. Such changes are reflected in the assumptions when they occur. The value in use calculation is based on a discounted cash flow model. (ii) Useful lives of plant and machinery The cost of plant and machinery are depreciated on a straight line basis over their estimated useful lives.4 Significant accounting judgments and estimates (cont’d) (b) Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date. The judgments include considerations of liquidity and model inputs regarding the future financial performance of the investee. its risk profile. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash inflows and the growth rate used for extrapolation purposes. The Group based its assumptions and estimates on parameters available when the financial statements was prepared. The valuation of financial instruments is described in more detail in Note 35.NOTES TO THE FINANcIAL STATEMENTS . however. a degree of judgment is required in establishing fair values. The carrying amount of the Group’s plant and machinery at 31 December 2012 was $31. 74 A NEW ERA . Summary of significant accounting policies (cont’d) 2.000 (2011: $26. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the cash generating unit being tested.282. but where this is not feasible. Changes in assumptions about these factors could affect the reported fair value of financial instruments.31 December 2012 2. may change due to market changes or circumstances arising beyond the control of the Group. which is its value in use. Management estimates the useful lives of these plant and machinery to be within 5 to 11 years. (iii) Impairment of non-financial assets An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount. that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. are given in Note 11 to the financial statements.000). Further details of the key assumptions applied in the impairment assessment of goodwill and brands. The inputs to these models are derived from observable market data where possible. Changes in the expected level of usage could impact the economic useful lives and the residual values of these assets.955. they are determined using valuation techniques including the discounted cash flow model.

the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Consistent accounting policies are applied to like transactions and events in similar circumstances. All intra-group balances. To determine whether there is objective evidence of impairment. Where there is objective evidence of impairment.31 December 2012 2.4 Significant accounting judgments and estimates (cont’d) (b) Key sources of estimation uncertainty (cont’d) (iv) Impairment of loans and receivables The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset is impaired. being the date on which the Group obtains control. The carrying amount of the Group’s loans and receivables at the balance sheet date is disclosed in Note 34. income and expenses and unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full. the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. 2. Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance. SUPER GROUP LTD Annual Report 2012 75 . Subsidiaries are consolidated from the date of acquisition. Summary of significant accounting policies (cont’d) 2.5 Basis of consolidation and business combinations (A) Basis of consolidation Basis of consolidation from 1 January 2010 The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the end of the reporting period.NOTES TO THE FINANcIAL STATEMENTS . The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. and continue to be consolidated until the date that such control ceases.

the Group accounted for the investment retained at its proportionate share of net asset value at the date control was lost.31 December 2012 2. Upon loss of control. prior to 1 January 2010. it: De-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when controls is lost. without a loss of control. Re-classifies the Group’s share of components previously recognised in other comprehensive income to profit or loss or retained earnings. 76 A NEW ERA . were accounted for using the parent entity extension method. If the Group loses control over a subsidiary. the difference between the consideration and the book value of the share of the net assets acquired were recognised in goodwill. Recognises any surplus or deficit in profit or loss. The following differences. is accounted for as an equity transaction. Recognises the fair value of any investment retained. Losses prior to 1 January 2010 were not reallocated between non-controlling interest and the owners of the Company. Basis of consolidation prior to 1 January 2010 Certain of the above-mentioned requirements were applied on a prospective basis. De-recognises the cumulative translation differences recorded in equity. Summary of significant accounting policies (cont’d) 2. Any further losses were attributed to the Group. unless the non-controlling interest had a binding obligation to cover these. whereby. Recognises the fair value of the consideration received. however.NOTES TO THE FINANcIAL STATEMENTS . as appropriate.5 Basis of consolidation and business combinations (cont’d) (A) Basis of consolidation (cont’d) Basis of consolidation from 1 January 2010 (cont’d) A change in the ownership interest of a subsidiary. are carried forward in certain instances from the previous basis of consolidation: Acquisition of non-controlling interests. De-recognises the carrying amount of any non-controlling interest. Losses incurred by the Group were attributed to the non-controlling interest until the balance was reduced to nil. The carrying value of such investments as at 1 January 2010 have not been restated.

will be recognised in accordance with FRS 39 either in profit or loss or as a change to other comprehensive income. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. it is not be remeasured until it is finally settled within equity.11(a). When the Group acquires a business. This includes the separation of embedded derivatives in host contracts by the acquiree. Summary of significant accounting policies (cont’d) 2.NOTES TO THE FINANcIAL STATEMENTS . and the fair value of the Group’s previously held equity interest in the acquiree (if any).31 December 2012 2. economic circumstances and pertinent conditions as at the acquisition date. In business combinations achieved in stages. the amount of non-controlling interest in the acquiree (if any). over the net fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill. The accounting policy for goodwill is set out in Note 2. previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss. If the contingent consideration is classified as equity. Any excess of the sum of the fair value of the consideration transferred in the business combination. whether non-controlling interest in the acquiree (if any) is recognised on the acquisition date at fair value. SUPER GROUP LTD Annual Report 2012 77 . the excess is recognised as gain on bargain purchase in profit or loss on the acquisition date. Acquisitionrelated costs are recognised as expenses in the periods in which the costs are incurred and the services are received. The Group elects for each individual business combination. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. In instances where the latter amount exceeds the former. it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms.5 Basis of consolidation and business combinations (cont’d) (B) Business combinations Business combinations from 1 January 2010 Business combinations are accounted for by applying the acquisition method.

5 Basis of consolidation and business combinations (cont’d) (B) Business combinations (cont’d) Business combinations prior to 1 January 2010 In comparison to the above mentioned requirements. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in equity. embedded derivatives separated from the host contract by the acquiree were not reassessed on acquisition unless the business combination resulted in a change in the terms of the contract that significantly modified the cash flows that otherwise would have been required under the contract. Subsequent adjustments to the contingent consideration were recognised as part of goodwill.31 December 2012 2. 78 A NEW ERA .NOTES TO THE FINANcIAL STATEMENTS . Summary of significant accounting policies (cont’d) 2. directly or indirectly. Any difference between the amount by which the noncontrolling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company. to owners of the Company. the economic outflow was more likely than not and a reliable estimate was determinable.6 Transactions with non-controlling interests Non-controlling interest represents the equity in subsidiaries not attributable. When the Group acquired a business. the following differences applied: Business combinations are accounted for by applying the purchase method. and only if. Business combinations achieved in stages were accounted for as separate steps. separately from equity attributable to owners of the Company. In such circumstances. and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated balance sheet. Transaction costs directly attributable to the acquisition formed part of the acquisition costs. Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Contingent consideration was recognised if. the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. The non-controlling interest (formerly known as minority interest) was measured at the proportionate share of the acquiree’s identifiable net assets. the Group had a present obligation. 2. Any additional acquired share of interest did not affect previously recognised goodwill.

Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.31 December 2012 2.7 Foreign currency The Group’s consolidated financial statements are presented in Singapore Dollars. The exchange differences arising on the translation are recognised in other comprehensive income. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Exchange differences arising on the settlement of monetary items or on translating monetary items at the end of the reporting period are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operations.NOTES TO THE FINANcIAL STATEMENTS . which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to profit or loss of the Group on disposal of the foreign operation. the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss. which is also the Company’s functional currency. On disposal of a foreign operation. the proportionate share of the cumulative amount of the exchange differences are re-attributed to non-controlling interest and are not recognised in profit or loss. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the end of the reporting period. Summary of significant accounting policies (cont’d) 2. (a) Transactions and balances Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. In the case of a partial disposal without loss of control of a subsidiary that includes a foreign operation. the assets and liabilities of foreign operations are translated into SGD at the rate of exchange ruling at the end of the reporting period and their profit or loss are translated at the exchange rates prevailing at the date of the transactions. (b) Consolidated financial statements For consolidation purpose. For partial disposals of associates or jointly controlled entities that are foreign operations. SUPER GROUP LTD Annual Report 2012 79 . Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

2.10 Associates An associate is an entity. Upon loss of joint control. 2. Under the equity method.NOTES TO THE FINANcIAL STATEMENTS . In the Company’s separate financial statements. Where necessary. Under the equity method. Summary of significant accounting policies (cont’d) 2. liabilities and contingent liabilities over the cost of the investment is included as income in the determination of the Group’s share of results of the associate in the period in which the investment is acquired. An associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. Any difference between the carrying amount of the former jointly controlled entity upon loss of joint control and the aggregate of the fair value of the retained investment and proceeds from disposal is recognised in profit or loss. Goodwill relating to associates is included in the carrying amount of the investment and is neither amortised nor tested individually for impairment. Where there has been a change recognised in other comprehensive income by the associates. the Group measures and recognises any retained investment at its fair value. the investment in joint venture is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the joint venture. investments in subsidiaries are accounted for at cost less impairment losses.8 Subsidiaries A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities. where the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control. the Group recognises its share of such changes in other comprehensive income. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture. The Group’s investments in associates are accounted for using the equity method. The profit or loss reflects the share of the results of operations of the associates. unless it has incurred obligations or made payments on behalf of the joint venture. adjustments are made to bring the accounting policies in line with those of the Group. The Group recognises its interest in joint venture using the equity method.9 Joint venture A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. not being a subsidiary or a joint venture. the investment in associates is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associates. The financial statements of the joint venture are prepared as of the same reporting date as the Company. in which the Group has significant influence.31 December 2012 2. the Group does not recognise further losses. Any excess of the Group’s share of the net fair value of the associate’s identifiable asset. 80 A NEW ERA . Unrealised gains and losses resulting from transactions between the Group and the associates are eliminated to the extent of the interest in the associates.

allocated to each of the Group’s cash-generating units that are expected to benefit from the synergies of the combination. The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired.NOTES TO THE FINANcIAL STATEMENTS . When the Group’s share of losses in an associate equals or exceeds its interest in the associate. SUPER GROUP LTD Annual Report 2012 81 . Upon loss of significant influence over the associate. Where necessary. goodwill is measured at cost less any accumulated impairment losses.31 December 2012 2. For the purpose of impairment testing. Where the recoverable amount of the cash-generating unit is less than the carrying amount. Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of. Summary of significant accounting policies (cont’d) 2. the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investment in its associates. 2. adjustments are made to bring the accounting policies in line with those of the Group. Following initial recognition. Impairment losses recognised for goodwill are not reversed in subsequent periods. the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in profit or loss. Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit to which the goodwill relates. therefore is the profit or loss after tax and non-controlling interests in the subsidiaries of associates.10 Associates (cont’d) The Group’s share of the profit or loss of its associates is the profit attributable to equity holders of the associate and. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained. irrespective of whether other assets or liabilities of the acquiree are assigned to those units. the Group does not recognise further losses. the Group measures and recognises any retained investment at its fair value. The financial statements of the associates are prepared as of the same reporting date as the Company. After application of the equity method. The Group determines at each balance sheet date whether there is any objective evidence that the investment in the associate is impaired. an impairment loss is recognised in profit or loss. from the acquisition date. the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the aggregate of the retained investment and proceeds from disposal is recognised in profit or loss.11 Intangible assets (a) Goodwill Goodwill is initially measured at cost. unless it has incurred obligations or made payments on behalf of the associate. If this is the case. goodwill acquired in a business combination is.

NOTES TO THE FINANcIAL STATEMENTS . Such cost includes the cost of replacing part of the property.18. Summary of significant accounting policies (cont’d) 2. and are treated as changes in accounting estimates. and assessed for impairment whenever there is an indication that the intangible asset may be impaired. Goodwill and fair value adjustments which arose on acquisitions of foreign operations before 1 January 2005 are deemed to be assets and liabilities of the Company and are recorded in SGD at the rates prevailing at the date of acquisition.7.11 Intangible assets (cont’d) (a) Goodwill (cont’d) Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 January 2005 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated in accordance with the accounting policy set out in Note 2. Trademark is amortised on a straight-line basis over the estimated useful lives of 10 years.12 Property. plant and equipment is recognised as an asset if. as appropriate. Subsequent to recognition. (b) Trademark Trademark is stated at cost less accumulated amortisation and any impairment loss. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised. plant and equipment and borrowing costs that are directly attributable to the acquisition. Changes in the expected useful lives or the expected pattern of consumption of future economic benefits is accounted for by changing the amortisation period or method. property. Repair and maintenance costs are recognised in profit or loss as incurred. it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The useful life of trademark is assessed as finite. 82 A NEW ERA . The amortisation period and the amortisation method are reviewed at least at each financial year end. construction or production of a qualifying property. plant and equipment.31 December 2012 2. plant and equipment All items of property. The accounting policy for borrowing costs is set out in Note 2. 2. and only if. The cost of an item of property. plant and equipment are initially recorded at cost. plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount.NOTES TO THE FINANcIAL STATEMENTS . Any gain or loss arising on derecognising of the asset is included in profit or loss in the year the asset is derecognised. Depreciation is computed on a straight-line basis over the estimated useful life of the asset as follows: Buildings Leasehold land and buildings Plant and machinery Motor vehicles Electrical installation Furniture and fittings Air conditioners Computer equipment Laboratory equipment Office equipment Renovation – – – – – – – – – – – 20 to 50 years over period of leases ranging from 14 to 64 years 5 to 11 years 5 to 10 years 6 to 8 years 2 to 10 years 6 years 3 to 6 years 3 years 2 to 10 years 6 to 10 years Assets under construction are not depreciated as these assets are not yet available for use. useful life and depreciation method are reviewed at each financial year-end. These calculations are corroborated by valuation multiples or other available fair value indicators. if appropriate. In assessing value in use. Summary of significant accounting policies (cont’d) 2.13 Impairment of non-financial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If no such transactions can be identified. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset. Included in leasehold land are land use rights acquired by certain subsidiaries of the Group. The carrying values of property.31 December 2012 2. and adjusted prospectively. plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. or when an annual impairment testing for an asset is required. If any indication exists. 2. An item of property. The residual values. recent market transactions are taken into account if available. SUPER GROUP LTD Annual Report 2012 83 . an appropriate valuation model is used. the asset is considered impaired and is written down to its recoverable amount. plant and equipment (cont’d) Freehold land has an unlimited useful life and therefore is not depreciated. In determining fair value less costs to sell. plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. the Group makes an estimate of the asset’s recoverable amount. the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.12 Property.

an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. directly attributable transaction costs. If that is the case. When financial assets are recognised initially. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount.31 December 2012 2. and only when. 2. plus. in which case the reversal is treated as a revaluation increase. except for assets that are previously revalued where the revaluation was taken to other comprehensive income. a long-term growth rate is calculated and applied to project future cash flows after the fifth year. they are measured at fair value.NOTES TO THE FINANcIAL STATEMENTS . Impairment losses of continuing operations are recognised in profit or loss in those expense categories consistent with the function of the impaired asset. If such indication exists. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. net of depreciation.13 Impairment of non-financial assets (cont’d) The Group bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the Group’s cash-generating units to which the individual assets are allocated. the Group becomes a party to the contractual provisions of the financial instrument. the carrying amount of the asset is increased to its recoverable amount. had no impairment loss been recognised previously. For assets excluding goodwill. the Group estimates the asset’s or cash-generating unit’s recoverable amount. These budgets and forecast calculations are generally covering a period of five years. That increase cannot exceed the carrying amount that would have been determined. Subsequent measurement The subsequent measurement of financial assets depends on their classification as follows: (a) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. For longer periods. the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. in the case of financial assets not at fair value through profit or loss.14 Financial assets Initial recognition and measurement Financial assets are recognised when. The Group determines the classification of its financial assets at initial recognition. In this case. Summary of significant accounting policies (cont’d) 2. 84 A NEW ERA . The Group has not designated any financial assets upon initial recognition at fair value through profit or loss. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.

the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned.31 December 2012 2. Any gains or losses arising from changes in fair value of the financial assets are recognised in profit or loss. Summary of significant accounting policies (cont’d) 2. interest and dividend income. financial assets at fair value through profit or loss are measured at fair value. (c) Held-to-maturity investment Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Group has the positive intention and ability to hold the investment to maturity. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired. SUPER GROUP LTD Annual Report 2012 85 . less impairment. held-to-maturity investments are measured at amortised cost using the effective interest method. Regular way purchase or sale of a financial asset All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e. Net gains or net losses on financial assets at fair value through profit or loss include exchange differences. and through the amortisation process. and through the amortisation process.14 Financial assets (cont’d) Subsequent measurement (cont’d) (a) Financial assets at fair value through profit or loss (cont’d) Subsequent to initial recognition.NOTES TO THE FINANcIAL STATEMENTS . Subsequent to initial recognition. (b) Loans and receivables Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables.. Derecognition A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. Gains and losses are recognised in profit or loss when the held-to-maturity investments are derecognised or impaired. the date that the Group commits to purchase or sell the asset. Subsequent to initial recognition. less impairment. On derecognition of a financial asset in its entirety. loans and receivables are measured at amortised cost using the effective interest method.

NOTES TO THE FINANcIAL STATEMENTS . If in a subsequent period. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset. the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. or continues to be recognised are not included in a collective assessment of impairment. Such impairment losses are not reversed in subsequent periods. the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. (b) Financial assets carried at cost If there is objective evidence (such as significant adverse changes in the business environment where the issuer operates. probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on financial assets carried at cost has been incurred. If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred. the carrying amount of impaired financial assets is reduced directly or if an amount was charged to the allowance account. 86 A NEW ERA . the amounts charged to the allowance account are written off against the carrying value of the financial asset. To determine whether there is objective evidence that an impairment loss on financial assets has been incurred.15 Impairment of financial assets The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. The amount of reversal is recognised in profit or loss. the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant.31 December 2012 2. Assets that are individually assessed for impairment and for which an impairment loss is. the discount rate for measuring any impairment loss is the current effective interest rate. or collectively for financial assets that are not individually significant. whether significant or not. (a) Financial assets carried at amortised cost For financial assets carried at amortised cost. The impairment loss is recognised in profit or loss. Summary of significant accounting policies (cont’d) 2. If a loan has a variable interest rate. The carrying amount of the asset is reduced through the use of an allowance account. the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised. When the asset becomes uncollectible. the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment.

17 Inventories Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business. ‘Significant’ is to be evaluated against the original cost of the investment and ‘prolonged’ against the period in which the fair value has been below its original cost. market. and short-term. These costs are assigned on a first-in first-out basis. is transferred from other comprehensive income and recognised in profit or loss. economic or legal environment in which the issuer operates. Reversals of impairment losses in respect of equity instruments are not recognised in profit or loss. 2.31 December 2012 2. If an available-for-sale financial asset is impaired. Finished goods and work-in-progress: costs of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity. These also include bank overdrafts that form an integral part of the Group’s cash management.NOTES TO THE FINANcIAL STATEMENTS . an amount comprising the difference between its acquisition cost (net of any principal repayment and amortisation) and its current fair value. 2. Where necessary. and (iii) a significant or prolonged decline in the fair value of the investment below its costs. Costs incurred in bringing the inventories to their present location and condition are accounted for as follows: • • Raw materials: purchase costs on a first-in first-out basis. objective evidence of impairment include (i) significant financial difficulty of the issuer or obligor. less estimated costs of completion and the estimated costs necessary to make the sale. obsolete and slow moving items to adjust the carrying value of inventories to the lower of cost and net realisable value.16 Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand. less any impairment loss previously recognised in profit or loss. and indicates that the cost of the investment in equity instrument may not be recovered. increase in their fair value after impairment are recognised directly in other comprehensive income. SUPER GROUP LTD Annual Report 2012 87 . demand deposits. (ii) information about significant changes with an adverse effect that have taken place in the technological. highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.15 Impairment of financial assets (cont’d) (c) Available-for-sale financial assets In the case of equity investments classified as available-for-sale. allowance is provided for damaged. Summary of significant accounting policies (cont’d) 2.

Other financial liabilities After initial recognition. Subsequent to initial recognition. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. All other borrowing costs are expensed in the period they occur. directly attributable transaction costs. Subsequent measurement The measurement of financial liabilities depends on their classification as follows: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition at fair value through profit or loss. other financial liabilities are subsequently measured at amortised cost using the effective interest rate method.19 Financial liabilities Initial recognition and measurement Financial liabilities are recognised when. and through the amortisation process.NOTES TO THE FINANcIAL STATEMENTS . Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale. construction or production of that asset. the Group becomes a party to the contractual provisions of the financial instrument. financial liabilities at fair value through profit or loss are measured at fair value.18 Borrowing costs Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition. 88 A NEW ERA . and only when. Summary of significant accounting policies (cont’d) 2. Gains and losses are recognised in profit or loss when the liabilities are derecognised. 2. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Any gains or losses arising from changes in fair value of the financial liabilities are recognised in profit or loss. All financial liabilities are recognised initially at fair value plus in the case of financial liabilities not at fair value through profit or loss.31 December 2012 2. The Group has not designated any financial liabilities upon initial recognition at fair value through profit or loss. The Group determines the classification of its financial liabilities at initial recognition.

21 Employee benefits (a) Defined contribution plans The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations.NOTES TO THE FINANcIAL STATEMENTS . or the terms of an existing liability are substantially modified. The estimated liability for leave is recognised for services rendered by employees up to the balance sheet date. If the effect of the time value of money is material. such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. where appropriate.31 December 2012 2. 2.20 Provisions Provisions are recognised when the Group has a present obligation as a result of a past event. If it is no longer probable that an outflow of economic resources will be required to settle the obligation. This cost is recognized in profit or loss. (c) Share award scheme Employees of the Group receive remuneration in the form of fully paid shares as consideration for services rendered. provisions are discounted using a current pre-tax rate that reflects. 2. the increase in the provision due to the passage of time is recognised as a finance cost. When an existing financial liability is replaced by another from the same lender on substantially different terms. a defined contribution pension scheme. the risks specific to the liability. (b) Employee leave entitlement Employee entitlements to annual leave are recognised as a liability when they accrue to the employees. and the difference in the respective carrying amounts is recognised in profit or loss. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. The cost of these equity-settled share based payment transactions with employees is measured by reference to the fair value of the shares at the date on which the shares are granted. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed. In particular. When discounting is used. the Singapore companies in the Group make contributions to the Central Provident Fund scheme in Singapore.19 Financial liabilities (cont’d) Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably. SUPER GROUP LTD Annual Report 2012 89 . the provision is reversed. Summary of significant accounting policies (cont’d) 2.

The following specific recognition criteria must also be met before revenue is recognised: 90 A NEW ERA . if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term.22 Leases The determination of whether an arrangement is. The Group assesses its revenue arrangements to determine if it is acting as principal or agent. Finance charges are charged to profit or loss. Contingent rents are recognised as revenue in the period in which they are earned. (a) As lessee Finance leases which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item. Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term. even if that right is not explicitly specified in an arrangement. and sales taxes or duty. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income.23(d). are capitalised at the inception of the lease at the fair value of the leased asset or. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term. the date of inception is deemed to be 1 January 2005 in accordance with the transitional requirements of INT FRS 104. at the present value of the minimum lease payments.NOTES TO THE FINANcIAL STATEMENTS . For arrangements entered into prior to 1 January 2005. The Group has concluded that it is acting as a principal in all of its revenue arrangements. The accounting policy for rental income is set out in Note 2. are charged as expenses in the periods in which they are incurred. excluding discounts. 2. regardless of when the payment is made. if lower. Any initial direct costs are also added to the amount capitalised. (b) As lessor Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating leases. Summary of significant accounting policies (cont’d) 2. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis. Revenue is measured at the fair value of consideration received or receivable. or contains a lease is based on the substance of the arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. Contingent rents. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. if any.31 December 2012 2.23 Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. rebates.

Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due.31 December 2012 2. (e) Technical support income Technical support income is recognized upon the provision of technical support services. usually on delivery of goods. (d) Rental income Rental income arising on warehouse space is accounted for on a straight-line basis over the lease terms. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the end of the reporting period.NOTES TO THE FINANcIAL STATEMENTS . Summary of significant accounting policies (cont’d) 2. SUPER GROUP LTD Annual Report 2012 91 . Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. (c) Dividend income Dividend income is recognised when the Group’s right to receive payment is established. associated cost or the possible return of goods. in the countries where the Group operates and generates taxable income. The aggregate costs of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a straightline basis. Current income taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss.24 Taxes (a) Current income tax Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. 2. (b) Interest income Interest income is recognised using the effective interest method.23 Revenue recognition (cont’d) (a) Sale of goods Revenue is recognised upon the transfer of significant risk and rewards of ownership of the goods to the customer. either in other comprehensive income or directly in equity.

to the extent that it is probable that taxable profit will be available against which the deductible temporary differences. 92 A NEW ERA .NOTES TO THE FINANcIAL STATEMENTS . carry-forward of unused tax credits and unused tax losses. at the time of the transaction. associates and interests in joint ventures.31 December 2012 2. associates and interests in joint ventures. – Deferred tax assets are recognised for all deductible temporary differences. deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. and the carry-forward of unused tax credits and unused tax losses can be utilised except: – where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and. affects neither the accounting profit nor taxable profit or loss. Summary of significant accounting policies (cont’d) 2. except: – where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and. Deferred tax liabilities are recognised for all temporary differences. where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. and in respect of deductible temporary differences associated with investments in subsidiaries.24 Taxes (cont’d) (b) Deferred taxation Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. affects neither the accounting profit nor taxable profit or loss. – The carrying amount of deferred tax asset is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. and in respect of taxable temporary differences associated with investments in subsidiaries. at the time of the transaction.

and Receivables and payables that are stated with the amount of sales tax included. but not satisfying the criteria for separate recognition at that date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. 2. or payable to. based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.NOTES TO THE FINANcIAL STATEMENTS . in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.25 Share capital and share issue expenses Proceeds from issuance of ordinary shares are recognised as share capital in equity. the taxation authority is included as part of receivables or payables in the balance sheet. would be recognised subsequently if new information about facts and circumstances changed. Deferred tax assets and deferred tax liabilities are offset. expenses and assets are recognised net of the amount of sales tax except: – Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority. – The net amount of sales tax recoverable from.31 December 2012 2.24 Taxes (cont’d) (b) Deferred taxation (cont’d) Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled. Incremental costs directly attributable to the issuance of ordinary shares are deducted against share capital. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition. if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Summary of significant accounting policies (cont’d) 2. (c) Sales tax Revenue. SUPER GROUP LTD Annual Report 2012 93 . The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it incurred during the measurement period or in profit or loss. Tax benefits acquired as part of a business combination.

Voting rights related to treasury shares are nullified for the Group and no dividends are allocated to them respectively. including the factors used to identify the reportable segments and the measurement basis of the segment information. If it is probable that the liability will be higher than the amount initially recognised less amortisation. 2. if reissued.NOTES TO THE FINANcIAL STATEMENTS . issue or cancellation of the Group’s own equity instruments. or The amount of the obligation cannot be measured with sufficient reliability.26 Treasury shares The Group’s own equity instruments. 2.29 Financial guarantee A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Summary of significant accounting policies (cont’d) 2.31 December 2012 2. Contingent liabilities and assets are not recognised on the balance sheet of the Group. adjusted for transaction costs that are directly attributable to the issuance of the guarantee. sale. financial guarantees are recognised as income in profit or loss over the period of the guarantee. No gain or loss is recognised in profit or loss on the purchase. the Group is organised into operating segments based on the geographical locations of the operations.27 Segment reporting For management purposes. or a present obligation that arises from past events but is not recognised because: (i) It is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Additional disclosures on each of these segments are shown in Note 36. 94 A NEW ERA . 2. except for contingent liabilities assumed in a business combination that are present obligations and which the fair values can be reliably determined. Subsequent to initial recognition. which are reacquired (treasury shares) are recognised at cost and deducted from equity. Any difference between the carrying amount of treasury shares and the consideration received. the liability is recorded at the higher amount with the difference charged to profit or loss. The management of the Company regularly reviews the segment results in order to allocate resources on each of the segments and to assess the segment performance. (b) (ii) A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Financial guarantees are recognised initially as a liability at fair value. is recognised directly in equity.28 Contingencies A contingent liability is: (a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group.

or Is a member of the key management personnel of the Group or Company or of a parent of the Company.31 Related parties A related party is defined as follows: (a) A person or a close member of that person’s family is related to the Group and Company if that person: (i) (ii) (iii) (b) Has control or joint control over the Company. Alternatively. Government grant shall be recognised in profit or loss on a systematic basis over the periods in which the entity recognises as expenses the related costs for which the grants are intended to compensate. SUPER GROUP LTD Annual Report 2012 95 . Has significant influence over the Company. One entity is a joint venture of a third entity and the other entity is an associate of the third entity. 2. either separately or under a general heading such as “Other income”. 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). An entity is related to the Group and the Company if any of the following conditions applies: (i) The entity and the Company are members of the same group (which means that each parent. subsidiary and fellow subsidiary is related to the others). Grants related to income may be presented as a credit in profit or loss. (ii) (iii) (iv) (v) (vi) (vii) 3. The entity is controlled or jointly controlled by a person identified in (a). If the Company is itself such a plan. they are deducted in reporting the related expenses.31 December 2012 2.NOTES TO THE FINANcIAL STATEMENTS . All intra-company transactions have been eliminated in arriving at the Group’s revenue. The entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company. the sponsoring employers are also related to the Company. Summary of significant accounting policies (cont’d) 2. One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). Both entities are joint ventures of the same third party. ReVenue Revenue of the Group principally represents the invoiced value of goods sold after allowances for goods returned and discounts.30 Government grants Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with.

143) 6 2.352 Included in gain on disposal of property. net of related expenses of RMB 3.253 36. The 100% owned subsidiary company had entered into a relocation and compensation agreement on 17 October 2011 with the Qishuyan District Government and Jiangsu Province Changzhou Qishuyan Economic Development Zone Management Committee on the relocation of its Changzhou packaging plant in view of the re-zoning of the area pursuant to the city development plans of the Changzhou City Qishuyan District People’s Government.368 534 137 913 264 601 13. Profit from operating actiVities The following items have been included in arriving at profit from operating activities: Group 2012 $’000 Recognition of deferred gain Amortisation of intangible assets Allowances made for/(written back): - inventory obsolescence - doubtful trade receivables - doubtful non-trade receivables Audit fees paid to auditors of the Company Audit fees paid to other auditors Non-audit fees paid to auditors of the Company Non-audit fees paid to other auditors Inventories written off Impairment loss on property.000 resulting in a gain of RMB51. The aggregate value of the compensation (comprising land and cash considerations) amounted to RMB62.765 (51) 31.820 4.541.645 2.000.000 was recognised in 2011.079 169 (652) 347 156 136 51 279 226 545 9. Other income Group 2012 $’000 Interest income Foreign exchange gain Gain on disposal of property. plant and equipment written off Depreciation of property.422 2011 $’000 (3.855 509 758 122 280 382 5.623 4. plant and equipment Gain on disposal of scrap Government grant Insurance claim and compensation Rental income Others 570 – 2.833 2.143) – 514 356 – 350 152 113 92 448 535 825 11.NOTES TO THE FINANcIAL STATEMENTS . plant and equipment Property. plant and equipment Operating lease expenses Foreign exchange loss/(gain) Staff costs Contributions to defined contribution plans (included in staff costs) (3.000. Ltd.963 3.31 December 2012 4. plant and equipment in 2011 is the gain from relocation of the factory owned by Changzhou Super Food Co. 5.476 2011 $’000 484 51 10.340 96 A NEW ERA .670.

TaXation (a) Major components of income tax expense The major components of income tax expense for the years ended 31 December 2012 and 2011 are: Group 2012 $’000 Current income tax - Current income tax - (Over)/under provision in respect of prior years 2011 $’000 9.333 (187) (253) 893 755 (171) (205) 379 6.287 – 72 1.359 2011 $’000 (1.308 Income tax expense recognised in the income statement 8.NOTES TO THE FINANcIAL STATEMENTS .158 (1.775) 5 95 (1.675) 8. Net gain/(loss) from investment securities Group 2012 $’000 Fair value gain/(loss) on quoted investment securities Gain on disposal of quoted investment securities Dividend income from quoted investment securities 1.318) 7.929 Deferred income tax - Origination and reversal of temporary differences - Benefits from previously unrecognised temporary differences - Overprovision in respect of previous years 1.797 132 5.733 SUPER GROUP LTD Annual Report 2012 97 . Finance costs Group 2012 $’000 Interest expense on bank borrowings (including bank overdrafts) Interest expense on hire purchase 25 20 45 2011 $’000 217 22 239 7.31 December 2012 6.840 5.

NOTES TO THE FINANcIAL STATEMENTS . Taxation (cont’d) (b) Relationship between tax expense and accounting profit The reconciliation between the tax expense and the product of accounting profit multiplied by applicable corporate tax rate for the years ended 31 December 2012 and 2011 is as follows: 2012 $’000 Profit before taxation Income tax at statutory tax rate Effect of different tax rates in other countries Benefits from previously unrecognised tax losses Expenses not deductible for tax purposes Tax incentives and income not subject to tax Utilisation of capital/reinvestment allowances previously not recognised Deferred tax assets not recognised (Over)/under provision of: - current taxation - deferred taxation Others Income tax expense recognised in the income statement 91. All qualifying income earned during the pioneer status will be exempt from tax. Under the incentive.978 (171) 2. the subsidiary company is seeking confirmation that one of the conditions is also considered as met.930 9.308 Certain subsidiary companies have been granted tax incentives and/or exemptions in the country they operate in.520 11. 98 A NEW ERA . The extension of pioneer status was subjected to certain required conditions. profits generated from the qualifying activities will be taxed at a concessionary rate of 10%. subject to compliance with terms and conditions of the tax incentive. the local tax authority has approved the application for 3 years extension of pioneer status from 1 August 2011 to 31 July 2014. A subsidiary company in Malaysia had been granted a 5 year pioneer status by the local tax authority from July 2006 with an option to extend its pioneer status for another 3 years after the end of the initial term. and for purposes of its tax provision has applied the concessionary rate of 10%.297 15.675 (1. The subsidiary company is currently negotiating with the relevant authority to extend the DEI Scheme for which it believes approval will be forthcoming. The subsidiary has verified all transactions and documentations to ensure it has fulfilled the required conditions.005) 604 132 (205) (70) 6. A subsidiary company in Singapore is granted the Development and Expansion incentive (“DEI”) for an initial period of 6 years for certain qualifying activities from 1 April 2006 to 31 March 2012. and 2 years extension subject to fulfillment of certain conditions set out in the tax incentive certificate.231 (17.179 11. The subsidiary has applied for 3 years extension subsequent to the expiry of 5 years period.733 2011 $’000 70. As at 31 December 2012.711) (668) 1.143 (187) 568 (17.116) (1. During the financial year.31 December 2012 8.318) (253) (36) 8.

31 December 2012 9. Earnings per share Basic earnings per share from continuing operations are calculated by dividing profit from continuing operations.898 No. used in the computation of basic and diluted earnings per share 2011 $’000 79. attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial year. net of tax. net of tax. The basic and diluted earnings per share are calculated by dividing the profit for the year attributable to owners of the Company by the weighted average number of ordinary shares for basic earnings per share computation and weighted average number of ordinary shares for diluted earnings per share computation respectively.495 557.403 The weighted average number of shares takes into account the weighted average effect of changes in treasury share transactions during the year. These profit and share data are presented in the tables above. of shares 2012 ’000 Weighted average number of ordinary shares included in the calculation of basic earnings per share and adjusted for the effect of dilution * * 2011 ’000 557. SUPER GROUP LTD Annual Report 2012 99 .NOTES TO THE FINANcIAL STATEMENTS . attributable to owners of the Company. The following tables reflect the profit and share data used in the computation of basic and diluted earnings per share for the years ended 31 December: Group 2012 $’000 Profit from continuing operations. Diluted earnings per share from continuing operations are calculated by dividing profit from continuing operations. attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial year. net of tax.044 61.

163 1.059) 28.728 (1.381 – – 19.783) – 4.659) (3.593 – – – – (212) At 31 December 2011 and 1 January 2012 Additions Disposals Disposal of a subsidiary company Written off Reclassification Translation difference 29.174 468 – – – – (1.498 42.906) (52) 7.228 (1.484 6. Property.495 3.149 .331 – – – (232) At 31 December 2012 9.143) (301) 666 8.362 4.738 51.192 (706) (3.490 78.253 – (1.376) – – (31.470 (2.512 2.948 – – (1.483 68.192 7.305 – 88.952) (3.606) 2.713) (4.432 91.041) 9.000) (2) (18) 77 16.509 (307) (133) (25) 114 (727) 21.075 (3.141 1.586 1.498 (1.860 – – 1.31 December 2012 NOTES TO THE FINANcIAL STATEMENTS A NEW ERA Group Freehold land $’000 Buildings $’000 Total $’000 Leasehold land and buildings $’000 Assets under construction $’000 Plant and machinery $’000 Motor vehicles $’000 Other assets $’000 Cost At 1 January 2011 Additions Disposals Written off Reclassification Translation difference 26.975 2.417 (7.655 (6.410 9.321 73.476 (4.100 10.654) 62.287) – – 1.859 58.681 (127) (638) 474 130 192.179 (4. plant and eQuipment .120) (3.926 260.040) 24.194) – – – (160) 8.583 66.661 2.039) (1.451 (300) 42.117) – (11.711) 9.537 85.700) 304.

015 – – – (121) (24) – (411) 11.835 22.227) – – At 31 December 2011 and 1 January 2012 Depreciation charge for the year Disposals Disposal of a subsidiary company Written off Impairment losses Translation difference – – (208) (413) 10.936 32.797) 226 241 815 (991) (2) – 21 1.713 (260) 94. plant and equipment (cont’d) .117 211.247) (3.149 78.298 – – (73) 5.599) 6.221 NOTES TO THE FINANcIAL STATEMENTS SUPER GROUP LTD Annual Report 2012 At 31 December 2011 9.262 11.253) (40) 535 (1.797) 59.955 26.282 3.625 At 31 December 2012 – Net carrying amount At 31 December 2012 21.238) 226 589 – – – – – – – 718 – 2.540 56. Property.902) 92.374) (292) 535 (2.31 December 2012 Group Freehold land $’000 Buildings $’000 Total $’000 Leasehold land and buildings $’000 Assets under construction $’000 Plant and machinery $’000 Motor vehicles $’000 Other assets $’000 Accumulated depreciation and impairment At 1 January 2011 Depreciation charge for the year Disposals Written off Impairment losses Translation difference 5.892 (3.496 6.275 (3.432 62.227 10.822 – 61.620 – 59.112 9.820 (4.910 5.419) – – 5.10.483 3.579 774 – – – (115) 1.695) – – 364 – – – – – 5.949) 773 (1.651 9.071 9.748 (228) – – – (3.706 166.238 9.464 (71) (439) – 78 10.234 (490) (2.346 91.914 10.738 31.623 (7.378 1.533 (2.289 – 6.381 101 .201 9.527 (1.

Property.076.448.31 December 2012 10.704. the Group acquired property. During the year.NOTES TO THE FINANcIAL STATEMENTS . Other assets comprise electrical installation.000 (2011: $5. (b) (c) (d) 102 A NEW ERA . 1 January 2012 and 31 December 2012 Accumulated depreciation At 1 January 2011 Depreciation charge for the year At 31 December 2011 and 1 January 2012 Depreciation charge for the year At 31 December 2012 Net carrying amount At 31 December 2012 At 31 December 2011 (a) 373 – – – – – – – 373 – 373 – – – 373 45 5 – – – – – – 45 5 50 6 56 – – – – – – – – – 50 6 56 317 323 – – – – – – 317 323 Included in leasehold land and buildings are land use rights owned by certain subsidiaries of the Group. Malaysia and China. furniture and fittings.000). plant and equipment amounted to $63. The net book value of land use rights acquired amounted to approximately $7.000).000 (2011: $73. The total cash outflow for acquisition of property. computer equipment.000) by hire purchase. air-conditioners. laboratory equipment.292. plant and equipment (cont’d) Leasehold land and buildings $’000 Plant and machinery $’000 Motor vehicles $’000 Other assets $’000 Company Total $’000 Cost At 1 January 2011 Additions At 31 December 2011. Assets under construction are mainly located in Singapore. plant and equipment with an aggregate cost of $Nil (2011: $837. office equipment and renovation.

was recognised in “other expenses”.NOTES TO THE FINANcIAL STATEMENTS .025 1..000). SUPER GROUP LTD Annual Report 2012 103 . Property. representing the writedown of these equipment to the recoverable amount. a subsidiary of the Group.752 11.31 December 2012 10.011 1. plant and equipment (cont’d) (e) Included in property. Wuxi Super Food Technology Co. Ltd.623 2011 $’000 8.871 1.082 – 12.000 (2011: $226.511 3.082 12.795 9.497 16. plant and equipment are the following: Group 2012 $’000 Carrying amount of assets: Acquired under hire purchase agreements (Note 25): - motor vehicles - other assets 2011 $’000 995 16 1. carried out a review of the utilisation of its plant and machinery and an impairment charge of $535.300 20 1.820 (g) During the financial year.320 Pledged to banks for banking facilities granted (Note 26): - Freehold land and building - Plant and machinery 12.008 (f) The depreciation charge for the Group is recognised in the following line items of the Income Statement: Group 2012 $’000 Cost of sales General and administrative expenses 9.

068 7 3. which are part of the Singapore reportable segment. Growth rates – The growth rates are based on past performance and management’s expectations of market development.5% to 6. This is the benchmark used by management to assess operating performance and to evaluate future investment proposals. the recoverable amounts of the CGUs have been determined based on value-in-use calculations using cash flow projections based on financial budgets approved by management covering a five year period.008 – 964 964 3.31 December 2012 11. (b) Amortisation The amortisation charge for the Group is recognised in general and administrative expenses in the Income Statement.0% to 6. Intangible assets Group Goodwill on consolidation $’000 Trademark $’000 Total $’000 Cost At 31 December 2011 and 2012 Accumulated amortization At 31 December 2011 and 2012 Net carrying amount At 31 December 2012 At 31 December 2011 (a) Goodwill 3.0% (2011: 5. Pre-tax discount rates – Discount rates represent the current market assessment of the risks specific to each CGU.044 3. The pre-tax discount rate applied to the cash flow projections is 5.044 – – 3.044 3. 104 A NEW ERA . These are increased over the budget period for anticipated efficiency improvements.044 2011 $’000 969 2.0%).NOTES TO THE FINANcIAL STATEMENTS .068 7 3. The calculations of value in use for the CGUs are most sensitive to the following assumptions: Budgeted gross margins – Gross margins are based on average values achieved in the three years preceding the start of the budget period.044 For goodwill impairment testing. as follows: Group 2012 $’000 Super Continental Pte Ltd Owl International Pte Ltd Super Investment Holdings Pte Ltd 969 2.044 Goodwill arising from business combinations has been allocated to 3 individual cash-generating units (“CGUs”).044 964 4.

at cost Impairment losses 101.419 (4.NOTES TO THE FINANcIAL STATEMENTS .219) 97.200 Super Coffee Corporation Pte Ltd (1) (Singapore) Manufacture and distribution of beverages and food products (Singapore) Investment holding (Singapore) Super Food Investment International Pte Ltd (1) (Singapore) Beecomb Food Industries Pte Ltd (1) (Singapore) SCML Overseas Pte Ltd (1) (Singapore) Super Vending Pte Ltd (1) (Singapore) Super Monte Marketing Pte Ltd (1) (Singapore) Super Continental Pte Ltd (1) (Singapore) 100 100 Investment holding (Singapore) Investment holding (Singapore) Investment holding (Singapore) Dormant 58.99 99..200 (a) Details of the subsidiary companies are as follows: Name of subsidiary companies (Country of incorporation) Principal activities (Place of business) Effective equity held by the Group 2012 2011 % % 100 100 2011 $’000 101.99 SUPER GROUP LTD Annual Report 2012 105 .67 58. Ltd (2) (Thailand) 99.419 (4. InVestment in subsidiary companies Company 2012 $’000 Unquoted equity shares .219) 97.67 100 100 100 70 100 100 Manufacture and distribution of non-dairy creamer (Singapore) Manufacture and distribution of beverages and food products (Singapore) Investment holding (Singapore) Manufacture and distribution of beverages and food products (Malaysia) Manufacture and distribution of beverages (Thailand) 100 100 Owl International Pte Ltd (1) (Singapore) 100 100 Super Investment Holdings Pte Ltd (7) (Singapore) Super Food Technology Sdn Bhd (2) (Malaysia) 100 100 100 100 SCML (Thailand) Co.31 December 2012 12.

Ltd (4) (People’s Republic of China) Dormant Distribution of beverages (Hong Kong) Dormant 100 100 100 100 Dormant 100 100 Manufacture and distribution of non-dairy creamer (People’s Republic of China) Manufacture and distribution of beverages (People’s Republic of China) Manufacture of beverages and food products (People’s Republic of China) Dormant 90 90 Changzhou Super Food Co.67 Manufacture and distribution of beverages (Myanmar) Manufacture and distribution of beverages (Vietnam) Manufacture of cereal related products (People’s Republic of China) Provision of vending machine services (Singapore) Manufacture and distribution of soluble coffee powder (Malaysia) Dormant 60 60 Super Coffeemix Vietnam Ltd (6) (Vietnam) Changzhou Super Technology Development Co.. Ltd (5) (People’s Republic of China) Shantou SEZ Perfect Foods Industries Co.31 December 2012 12. Ltd (5) (People’s Republic of China) Super Multi Vending Pte Ltd (Singapore) (1) Super Food Specialists (M) Sdn Bhd (2) (Malaysia) 100 100 100 100 – 70 100 100 Owl Food Manufacture (M) Sdn Bhd (2) (Malaysia) 100 100 106 A NEW ERA ... Ltd (7) (People’s Republic of China) Super Coffeemix Ltd (7) (Myanmar) 100 100 58. Investment in subsidiary companies (cont’d) (a) Details of the subsidiary companies are as follows (cont’d): Name of subsidiary companies (Country of incorporation) Principal activities (Place of business) Effective equity held by the Group 2012 2011 % % 100 100 PT Super Aneka Foods & Beverages  (Indonesia) Super U&U (Hong Kong) Ltd (3) (Hong Kong) Haddington Enterprises Ltd (3) (Hong Kong) Super Coffeemix (Russia) LLC (7) (Russia) Wuxi Super Food Technology Co.NOTES TO THE FINANcIAL STATEMENTS ..67 58.. Ltd (5) (People’s Republic of China) 100 100 Changzhou Super Chartered Food Co.

F. Cheung & Co. Hong Kong Audited by Wuxi Ruihua Certified Public Accountants Co.31 December 2012 12. Investment in subsidiary companies (cont’d) (a) Details of the subsidiary companies are as follows (cont’d): Name of subsidiary companies (Country of incorporation) Principal activities (Place of business) Effective equity held by the Group 2012 2011 % % 90 90 Super Coffeemix Marketing Sdn Bhd (2) (Malaysia) Manufacture and distribution of beverages (Malaysia) Manufacture and distribution of beverages (Malaysia) Distribution of beverages and food products (Malaysia) Dormant Super NHF Canning Sdn Bhd (2) (Malaysia) 100 80 Super Food Marketing Sdn Bhd (2) (Malaysia) 96 88 PT Dwisindo Mas (7) (Indonesia) Super Dairy Sdn Bhd (2) (Malaysia) Super Bio-Food Ingredients(M) Sdn Bhd (2) (Malaysia) (3) (4) (5) (6) (7) (1) (2) 80 80 Dormant 100 100 Manufacture and distribution of Botanical Herbal Extract (Malaysia) 100 100 Audited by Ernst & Young LLP.. Ltd Audited by ChangZhou Xinhuarui United CPA Audited by Vietnam Accounting Auditing Consulting Company Not required to be audited in accordance with the laws of the country of incorporation SUPER GROUP LTD Annual Report 2012 107 . Singapore Audited by member firms of Ernst & Young Global in the respective countries Audited by C.NOTES TO THE FINANcIAL STATEMENTS .

000.198. SCCPL held 80% equity interest in SVPL comprising 360. As a result of this acquisition. The difference between the consideration and the carrying value of the additional interest acquired has been recognized as “Discount on acquisition of non-controlling interests” within equity. As a result of this acquisition. the Group’s subsidiary company. (“NHF”) at a nominal consideration of RM1.000 and the carrying value of the additional interest acquired was $18. (“SVPL”) at a consideration of S$86. The carrying value of the net assets of SFM at 31 March 2012 was $1. (i) The following summarises the effect of the change in the Group’s ownership interest in NHF on the equity attributable to the owners of the Company: $’000 Consideration paid for acquisition of non-controlling interests Decrease in equity attributable to non-controlling interests Increase in equity attributable to owners of the company (ii) – 106 106 The following summarises the effect of the change in the Group’s ownership interest in SFM on the equity attributable to owners of the company: $’000 Consideration paid for acquisition of non-controlling interests Decrease in equity attributable to non-controlling interests Increase in equity attributable to owners of the company – 18 18 On 30 August 2012. Investment in subsidiary companies (cont’d) (b) Acquisition of non-controlling interests: On 31 March 2012. 108 A NEW ERA . Ltd.000 ordinary shares in Super Vending Pte Ltd.000.049.000. (“SCCPL”) acquired an additional 10% equity interest comprising 45. the Group’s subsidiary company.000 ordinary shares in SVPL. and the carrying value of the additional interest acquired was $106.000 ordinary shares in Super NHF Canning Sdn Bhd.000.NOTES TO THE FINANcIAL STATEMENTS .00.000. The carrying value of the net assets of SVPL at 30 August 2012 was $1. NHF became a wholly-owned subsidiary of SFT.31 December 2012 12. Super Coffee Corporation Pte. acquired the remaining 20% non-controlling equity interest comprising 1. The carrying value of the net assets of NHF at 31 March 2012 was $531.230. and the carrying value of the additional interest acquired was $120. The difference between the consideration and the carrying value of the additional interest acquired has been recognized as “Discount on acquisition of non-controlling interests” within equity. Super Food Technology Sdn Bhd (“SFT”). and total interest in Super Food Marketing Sdn Bhd (“SFM”) increased by 8% to 96%.000.

and the carrying value of the additional interest acquired was $171.000.000 ordinary shares in SVPL at a consideration of $230. The difference between the consideration and the carrying value of the additional interest acquired has been recognised as “Discount on acquisition of non-controlling interests” within equity. As a result of this acquisition.000.000. (iv) The following summarises the effect of the change in the Group’s ownership interest in SVPL on the equity attributable to owners of the company: $’000 Consideration paid for acquisition of non-controlling interests Decrease in equity attributable to non-controlling interests Decrease in equity attributable to owners of the company 230 171 59 The following summarises the effect of the overall change in the Group’s ownership interest in the above mentioned subsidiaries on the equity attributable to owners of the company: $’000 Consideration paid for acquisition of non-controlling interests Decrease in equity attributable to non-controlling interests Increase in equity attributable to owners of the company 316 415 99 SUPER GROUP LTD Annual Report 2012 109 . The carrying value of the net assets of SVPL at 31 December 2012 was $851. Investment in subsidiary companies (cont’d) (b) Acquisition of non-controlling interests (cont’d): (iii) The following summarises the effect of the change in the Group’s ownership interest in SVPL on the equity attributable to owners of the company: $’000 Consideration paid for acquisition of non-controlling interests Decrease in equity attributable to non-controlling interests Increase in equity attributable to owners of the company 86 120 34 On 12 December 2012. SVPL became a wholly-owned subsidiary of SCCPL.31 December 2012 12.NOTES TO THE FINANcIAL STATEMENTS . SCCPL acquired the remaining equity interest comprising 90.

369 (279) 3.369 (704) 2. InVestment in associated companies Group 2012 $’000 Unquoted equity shares. Ltd (2) (Singapore) (3) (4) (5) (1) (2) 33. at cost Share of post acquisition reserves 3. The agreed sales price was S$24m (which was the Group’s initial cost of purchase). Audited by Changzhou Yongshen Renhe CPA Co.. 110 A NEW ERA . and on 7 June 2011.31 December 2012 13.0 2011 $’000 3. Ltd (3) (People’s Republic of China) 35.7 32..090 2012 $’000 706 – 706 Company 2011 $’000 706 – 706 San Miguel Super Coffeemix Co.665 (a) Details of the associated companies are as follows: Name of associated companies (Country of incorporation) Principal activities (Place of business) Effective equity held by the Group 2012 2011 % % 30.3 40 40 30 30 Real estate development and consultancy (People’s Republic of China) Real estate development and consultancy (People’s Republic of China) Investment holding (Singapore) 32. Ltd Audited by PriceWaterhouse Coopers Audited by Ulaanbaatar Audit Corporation LLC The Group had entered into a sales agreement to sell its investment in PSC on 28 February 2011.2 35.0 30... distribution and sales of instant beverages (Indonesia) Manufacturing and distribution of food products (Mongolia) Sun Resources Holdings Pte Ltd (2) (Singapore) Ceres Super Pte Ltd (4) (Singapore) BS Global LLC (5) (Mongolia) Held through an associated company Changzhou Care Real Estate Co.7 Changzhou Care Real Estate Development Co. Ltd (3) (People’s Republic of China) Sun Development Pte. Inc (1) (Philippines) Packing and distribution of beverages (Philippines) Investment holding (Singapore) Marketing.3 35.7m for the Group after deducting expenses incurred in respect of the divestment.2 33. the disposal was completed which resulted in a loss on disposal of approximately S$0.3 – Audited by KPMG Audited by Low Seow Chye & Co.NOTES TO THE FINANcIAL STATEMENTS .

Investment in associated companies (cont’d) (b) The financial information of the associated companies.422 149.126 – 149.547 1.250 4.087 3.897 SUPER GROUP LTD Annual Report 2012 111 .126 78.262 (752) 510 81.335 170.NOTES TO THE FINANcIAL STATEMENTS .753 (856) 4. is as follows: 2012 $’000 Assets and liabilities: Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Results: Revenue Profit before tax Tax Profit for the year 2011 $’000 184.098 169.349 167. not adjusted for the proportion of ownership interest held by the Group.848 189.349 – 169.31 December 2012 13.696 5.

089 There was no income and expenses related to the Group’s interests in the jointly-controlled entities which were dormant during the year.506 16.663 16..000 Company 2011 $’000 13.818 12. JHS completed the divestment of 49% interest in Jiangsu Hengshun Seasonings and Foods Co.966 13. On 2 July 2010.828 (3.360 1.818 (a) Details of the joint venture companies are as follows: Name of joint venture companies (Country of incorporation) Principal activities (Place of business) Effective equity held by the Group 2012 2011 % % 50 50 2011 $’000 13..31 December 2012 14.919 2. Ltd.828) – 10. InVestment in joint Venture companies Group 2012 $’000 Interests in joint venture companies Impairment losses Share of post acquisition reserves 13.818 2012 $’000 13.828 (3. income and expenses related to the Group’s interests in the jointly-controlled entities are as follows: Group 2012 $’000 Assets and liabilities: Current assets Non-current assets Total assets Current liabilities.828 (3. representing total liabilities 2011 $’000 13.854 2. Ltd (People’s Republic of China) Held through joint venture companies Ningxia Yin Ou Super Lifestyle Food Co. non-current assets. The Group had placed JHS under Members’ Voluntary Liquidation on 3 January 2011 and closure of the liquidation process is pending the receipt of IRAS tax clearance. current liabilities..828) 2.818 12.000 JHS Holding Pte Ltd (Singapore) Tianjin Super Lifestyle Food Development Co. Ltd (People’s Republic of China) Investment holding (Singapore) Manufacture and distribution of convenience foods (People’s Republic of China) 50 50 Manufacture of potato flour and processing of flour precipitates (People’s Republic of China) 25 25 JHS Holding Pte Ltd (“JHS”) was initially incorporated for the purpose of holding investments in the People’s Republic of China.828 (3. (b) The aggregate amounts of current assets.NOTES TO THE FINANcIAL STATEMENTS .582 2.828) 2. non-current liabilities.828) – 10. 112 A NEW ERA .

267 – – 1.954 10.064 – (3.275 10.132 (22) 3.110 – – 10.064 SUPER GROUP LTD Annual Report 2012 113 .954 3.275 2011 $’000 – 6.361 – 10.361 – 10.772 – – 12.267 2.772 3. The amounts are not expected to be repaid within the next 12 months.31 December 2012 15.110 6.039 – (2.267 Company 2011 $’000 3. unsecured.110 (338) 2.110 Other receivables (non-current) are denominated in the following currencies: Group 2012 $’000 Singapore dollar Indonesia Rupiah Chinese Renminbi United States dollar Total 9.315 2012 $’000 9. non-interest bearing and are to be settled in cash.954 3.954 6.110) 6.008 10.772) 9. Group 2012 $’000 Movements in allowance account: At 1 January Exchange differences At 31 December 2011 $’000 2012 $’000 Company 2011 $’000 – – – – – – 3. Other receiVables and deposits (a) Other receivables (non-current): Group 2012 $’000 Loan to subsidiary companies Quasi-equity loans to associated companies – 10.954 Loans to subsidiary and associated companies are non-trade related.267 12.275 Compensation for relocation of factory Allowance for doubtful receivables from subsidiary companies – – 10.039 Company 2011 $’000 6.772 9.315 2012 $’000 2.275 2011 $’000 6.954 – 3.NOTES TO THE FINANcIAL STATEMENTS .

non-interest bearing and are to be settled in cash. Other receivables and deposits (cont’d) (b) Other receivables.673 2012 $’000 6 1 – – – – 7 Company 2011 $’000 23 – – – – – 23 114 A NEW ERA .045 5. The amount due from joint venture company and loan to associated company is non-trade related.NOTES TO THE FINANcIAL STATEMENTS .140 5.193 10.717 6. prepayments and deposits (current): Group 2012 $’000 Amount due from joint venture company Sundry debtors Compensation from relocation of factory Loan to associated company Deposits Staff loans and advances Prepayments 2011 $’000 2012 $’000 Company 2011 $’000 981 1. repayable upon demand and is to be settled in cash.816 1.170 252 218 233 7.413 2011 $’000 551 1. unsecured.452 4.760 134 265 246 9.089 1.31 December 2012 15. Included in prepayments are prepayments for construction of a factory extension amounting to approximately $Nil (2011: $9.866 – 7 – – – – – 7 – 18 – – 5 – – 23 The sundry debtors and deposits are unsecured.403 8. non-interest bearing.000). Other receivables and deposits (current) are denominated in the following currencies: Group 2012 $’000 Singapore dollar United States dollar Chinese Renminbi Malaysia Ringgit Thai Baht Others Total 495 1.975 543 871 55 1.148 766 66 1.

002 2011 $’000 5. SUPER GROUP LTD Annual Report 2012 115 .243 9.NOTES TO THE FINANcIAL STATEMENTS .000) will expire between 2013 and 2014 (2011: 2012 and 2014).437) – (39) (39) (39) – – – 180 Deferred tax assets have not been recognised in respect of the following temporary differences: Group 2012 $’000 Tax losses Capital and reinvestment allowances 15.865) – (4.952) (39) (4.149 The unutilised tax losses and unabsorbed capital and reinvestment allowances are subject to compliance with the relevant provisions of the tax legislation and agreement by the relevant tax authorities in the respective countries in which certain subsidiary companies operate.000 (2011: $680. The tax losses of a subsidiary company amounting to $680.31 December 2012 16.991) (4. plant and equipment Others Total Net deferred tax liabilities 2011 $’000 2012 $’000 Company 2011 $’000 17 – 17 248 180 428 – – – – 180 180 (4.974) (4.906 3. Deferred taXation Net deferred tax liabilities Group 2012 $’000 Deferred tax assets Unutilised tax losses and capital allowances Others Total Deferred tax liabilities Excess of net book value over tax written down value of property.865) (4.104 19.898 3. The deferred tax assets have not been recognised as it is uncertain that future taxable profit will be available against which the relevant subsidiary companies can utilise the benefits.

InVentories Group 2012 $’000 Raw materials Packing materials Work-in-progress Finished goods Spare parts Goods-in-transit 33.707 Inventories are stated after deducting allowance for inventory obsolescence of: The following items were recorded in income statement for the year: Allowance for inventory obsolescence Inventories written off 3.534 2.NOTES TO THE FINANcIAL STATEMENTS .355 82.31 December 2012 17.639 27.079 279 116 A NEW ERA .033 4.523 393 8.245 2011 $’000 34.263 10.059 3.032 514 448 2.673 431 9.102 35.481 93.287 10.

000) which is unsecured.735 2011 $’000 8. Trade receiVables Group 2012 $’000 Trade receivables Allowance for impairment 97. noninterest bearing.841 794 97.862.015 SUPER GROUP LTD Annual Report 2012 117 . Trade receivables of the Group is denominated in the following currencies: Group 2012 $’000 Singapore dollar United States dollar Thai Baht Chinese Renminbi Malaysia Ringgit Others Total 9.168 16.000 (2011: $1.394 11.856 22.211 119 80.NOTES TO THE FINANcIAL STATEMENTS .207. repayable upon demand.735 (2.31 December 2012 18.369 32.299.645 2011 $’000 80.103 Included in trade receivables is an amount due from an associate of $1.715 7.015 (1.267 21.000) were arranged to be settled via letters of credit issued by reputable banks. As at balance sheet date.811 20.000 (2011: $2.912) 78. trade receivables arising from export sales amounting to $753.205 26. They are recognised at their original invoiced amounts which represent their fair value on initial recognition. Trade receivables are non-interest bearing and are generally on 30 to 90 day terms.090) 95.

478 23.090) 1.719) (169) – (24) (1.595 (b) Trade receivables that are impaired The Group’s trade receivables that are impaired at the balance sheet date and the movements of the allowance account used to record the impairment are as follows: Group 2012 $’000 Trade receivables – nominal amounts Allowance for impairment 3.793.000 which was not fully impaired previously as it was secured on a property in Russia. full impairment was made in 2010.324 Movements in allowance account: At 1 January Charge for the year Written off Exchange differences At 31 December (1.912) 2011 $’000 2.000) that are past due at the balance sheet date but not impaired.698.134 774 2.792 3.414 (2.595. However.793 12. Included in the trade receivables was $1. Trade receivables (cont’d) (a) Trade receivables that are past due but not impaired The Group has trade receivables amounting to $23.090) (1.NOTES TO THE FINANcIAL STATEMENTS .041 521 1.017 (1. These receivables are unsecured and the analysis of their aging at the balance sheet date is as follows: Group 2012 $’000 Trade receivables past due: Less than or 30 days 31 to 60 days 61 to 90 days 91 to 120 days More than 120 days 2011 $’000 16.31 December 2012 18. 118 A NEW ERA .000 (2011: $21.936 21. owing to the difficulty in obtaining legal title to this property.912) 105 Trade receivables that are determined to be impaired at the balance sheet date relate to outstanding receivables that are more than 120 days and deemed uncollectible and/or that are in significant financial difficulties or have defaulted on payments.961 1.820 1.912) (356) 136 42 (2.931 3.

362 2011 $’000 2. non-interest bearing.212 (2.914 60.31 December 2012 19.424 1.NOTES TO THE FINANcIAL STATEMENTS .088 102.791 65.949 4.073) – Non-trade Allowance for impairment 100.794 2.876) 98.311 2011 $’000 56.630 SUPER GROUP LTD Annual Report 2012 119 .959 5.332 (2.212) – 63.799 10.418) 60.238 (1. Amounts due from subsidiary companies Company 2012 $’000 Trade Allowance for impairment 2.630 (649) (32) 3.362 98. repayable upon demand and are to be settled in cash.073 (2. Company 2012 $’000 Movements in allowance account: At 1 January Written off Exchange differences At 31 December Amounts due from subsidiary companies are denominated in the following currencies: Company 2012 $’000 Singapore dollar United States dollar Thai Baht Total 90.914 Amounts due from subsidiary companies are unsecured.544 2011 $’000 4.598 – 32 4.

222 2.526 30.098 23.790 16.305 39. and earn interest at the respective short-term deposit rates.176 39.367 122. depending on the immediate cash requirements of the Group and the Company.005 27. bank balances and fixed deposits with banks are denominated in the following currencies at 31 December: Group 2012 $’000 Singapore dollar United States dollar Euro Malaysia Ringgit Chinese Renminbi Thai Baht Others 9.60%) per annum. Cash and short-term deposits Group 2012 $’000 Cash and bank balances Short-term deposits 85. Cash. 120 A NEW ERA . InVestment securities Group and Company 2012 2011 $’000 $’000 Held-for-trading investments - Equity instruments (quoted) 2.702 Bank overdrafts (secured) Cash and cash equivalents Cash balances earn interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months.112 6.976 1.926 20.31%) per annum.534 5.559 59.445 20.295 455 122.85%-8.NOTES TO THE FINANcIAL STATEMENTS .672 2012 $’000 905 17.702 The bank overdrafts are secured by land and building of a subsidiary company and a corporate guarantee from the Company. 21.292 Company 2011 $’000 9.514 423 112.893 2012 $’000 1.702 – 39. They are repayable on demand and bear interest at 6.189 112.31 December 2012 20.728 29.524 2011 $’000 83.882 213 3.194 (670) 111.875 8.502 18.85% (2011: 6.166 213 – – – 8 18.045 38.672 (779) 121.292 Company 2011 $’000 13. The average effective interest rate of short-term deposits is 3.194 2011 $’000 32.12% (2011: 2.292 – 18.222 – – – 20 39.856 Changes in fair value of held-for-trading investments are recorded in “Net gain/(loss) from investment securities”.

NOTES TO THE FINANcIAL STATEMENTS .157 1.822 10.896 11.125 12. Trade payables of the Group is denominated in the following currencies: Group 2012 $’000 Singapore dollar United States dollar Malaysia Ringgit Chinese Renminbi Thai Baht Others Total 7.556 2.481 2011 $’000 27.810 10.404 Included in payables to joint venture company is an amount payable to JHS Holding Pte Ltd.056 2011 $’000 7.097 2012 $’000 76 550 – 12. Trade payables Trade payables are non-interest bearing.664 19.856 546 75 35.308 63. Other payables and accruals Group 2012 $’000 Accrued operating expenses Accrued payroll and related expenses Payables for property.332 765 64.036 3.594 23.356 12. plant and equipment Payables to joint venture company Other payables Advance payments and deposits from customers 27.31 December 2012 22.470 1.515 Company 2011 $’000 44 490 – 12.193 202 40.284 9.490 19.404 – 13.011 68.562 5. which is to be settled against the net investment upon completion of its Members’ Voluntary Liquidation.810 79 13.810 9. Other payables are unsecured.077 67.216 5.411 2. SUPER GROUP LTD Annual Report 2012 121 .810 60 13. Trade payables are normally settled on 60 day terms.515 – 13. non-interest bearing and expected to be repaid within the next 12 months.

The average range of discount rates implicit in the agreements is 2.634 2011 $’000 102 3. Future minimum lease payments together with the present value of the net minimum lease payments are as follows: Group Minimum lease payments 2012 $’000 239 412 651 (57) 594 Present value of payments 2012 $’000 217 377 594 – 594 Minimum lease payments 2011 $’000 239 638 877 (78) 799 Present value of payments 2011 $’000 217 582 799 – 799 Not later than one year Later than one year Total minimum lease payments Amount representing finance charges Present value of minimum lease payments 122 A NEW ERA .667 371 3.524 1. Amounts due to subsidiary companies Company 2012 $’000 Trade Non-trade 119 4.557 3.659 Amounts due to subsidiary companies are unsecured.440 – 3. repayable on demand and are to be settled in cash.659 25.14%).00% to 4.NOTES TO THE FINANcIAL STATEMENTS .515 4. Amounts due to subsidiary companies are denominated in the following currencies: Company 2012 $’000 Singapore dollar United States dollar Thai Baht Indonesia Rupiah Total 96 1.098 4.00% to 4. Hire purchase creditors The Group entered into hire purchase agreements for certain items of motor vehicles and other assets (Note 10).634 2011 $’000 97 1.31 December 2012 24. non-interest bearing.14% (2011: 2.

286 2011 $’000 3. Bank borrowings Group 2012 $’000 Current: Bank loans (secured) 2011 $’000 – 911 The secured bank loans of the Group which carried interest at 6.000 per annum and will escalate at 2% per annum during the initial term.NOTES TO THE FINANcIAL STATEMENTS . On renewal.000 of the sales proceeds over the fair value of the property was deferred and recognised over the leaseback period of 7 years at $3.376.857 3.714 3.143 3. An excess of $22.143 – 3. 27.31 December 2012 26.143.000.000 15. The Group has leased back the property for a period of 7 years commencing on 8 January 2007.286 SUPER GROUP LTD Annual Report 2012 123 . for the sale of its property at Senoko. the rental will be renegotiated based on prevailing market rates.143 18.143 6.143 6. The agreed rental is $3. Deferred gain In January 2007. Group $’000 Excess of sales proceeds over fair value At 31 December 2011 and 31 December 2012 Accumulated gain recognised At 31 December 2011 Recognised for the year At 31 December 2012 Deferred gain At 31 December 2012 At 31 December 2011 2012 $’000 Disclosure in balance sheet: Not later than one year Later than one year At 31 December 22.000 per annum. An option was granted by HSBC Institutional Trust Services (Singapore) Limited to the Company to renew the lease for a further term of seven years upon expiry of the initial term of 7 years subject to the consent of the relevant authority. the Group completed the sale and leaseback arrangement with HSBC Institutional Trust Services (Singapore) Limited as a trustee of Ascendas Real Estate Investment Trust.143 3.75% per annum and was repayable by 60 equal monthly installments commencing on 1 November 2007 had been fully repaid during the financial year.

of ordinary shares $’000 At 1 January Treasury shares reissued pursuant to Share Award Scheme At 31 December (270) 78 (192) No. of ordinary shares $’000 2011 $’000 $’000 557. of ordinary shares $’000 (369) 99 (270) 2011 $’000 (272) 79 (193) $’000 (372) 100 (272) Treasury shares relate to ordinary shares of the Company that are held by the Company. Subsequent to the aforementioned transfers.739 163.000 in 2010 and this has been presented as a component within shareholders’ equity.000 (2011:99.000 (2011: 270.739 163. 78.000) treasury shares were awarded to certain directors on 17 August 2012 pursuant to the Super Group Share Award Scheme during the financial year ended 31 December 2012. The ordinary shares have no par value.000). All ordinary shares carry one vote per share without restrictions. the number of treasury shares is 192.31 December 2012 28.NOTES TO THE FINANcIAL STATEMENTS . (b) Treasury shares Group and Company 2012 No.543 The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the Company. Share capital and treasury shares (a) Share capital Group and Company 2012 No. The Company acquired 369. of ordinary shares $’000 Issued and fully paid ordinary shares: At 1 January and 31 December No. 124 A NEW ERA .000 shares in the Company by way of on-market purchase for a total consideration of $372.543 557.

NOTES TO THE FINANcIAL STATEMENTS .142 35.976 203. SUPER GROUP LTD Annual Report 2012 125 Company 2011 $’000 1.184 – 42 189.024) 28.875 53. (b) Capital reserve The capital reserve represents a one-time tax incentive granted to a foreign subsidiary in accordance with the laws of the foreign jurisdiction and the Group’s share of joint venture company’s capital reserves.368 . In the PRC. (c) Reserve on consolidation Reserve on consolidation represents the difference between the fair value of the net assets and the purchase consideration in respect of the subsidiary companies acquired prior to 1 January 2001. the subsidiary company is required to allocate at least 5% of its profit each time a dividend is paid out.184 – 42 14. until the SRF reaches 10% of its registered share capital. Subject to approval from the relevant PRC authorities.011 (27.636 2012 $’000 – – – – – 28.054) 21. net of tax. 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 the SRF until the cumulative total of the SRF reaches 50% of the subsidiary companies’ registered capital. the subsidiary companies are required to make appropriation to a Statutory Reserve Fund (“SRF”). the SRF may be used to offset any accumulated losses or increase the registered capital of the subsidiary companies.564 235.567 (a) Asset revaluation reserve The asset revaluation reserve represents increases in the fair value of the Group’s leasehold land and buildings.473 (12.31 December 2012 29.435 99 135 225. and decreases to the extent that such decrease relates to an increase on the same asset previously recognised in other comprehensive income. The SRF in both countries are not available for dividend distribution to shareholders. (e) Foreign currency translation reserve The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency.435 – 135 24. ReserVes Group 2012 $’000 Asset revaluation reserve Capital reserve Reserve on consolidation Statutory reserve Foreign currency translation reserve Dividend reserve Discount on acquisition of non-controlling interests Gain on reissuance of treasury shares reserve Accumulated profits 895 94 358 7. (d) Statutory reserve fund In accordance with the Foreign Enterprise Law applicable to the subsidiary companies in the People’s Republic of China (“PRC”) and Thailand. In Thailand.445 2011 $’000 – – – – – 21.563 94 358 2.

on available-for-sale financial assets until they are disposed of or impaired.31 December 2012 29.NOTES TO THE FINANcIAL STATEMENTS . issue or cancellation of treasury shares. (i) Discount on acquisition of non-controlling interests This represents the difference between the consideration and the carrying value of the additional equity interest in a subsidiary acquired from its non-controlling interest. Reserves (cont’d) (f) Dividend reserve The dividend reserve represents amounts transferred from accumulated profits for dividends proposed by the directors on or before the balance sheet date.184 126 A NEW ERA .214 Proposed but not recognised as a liability as at 31 December: Dividends on ordinary shares subject to shareholders’ approval at the AGM: - Final exempt (one-tier) dividend for 2012: 5.1 cents (2011: 3.435 21. DiVidends Group and Company 2012 2011 $’000 $’000 Declared and paid during the year: Dividends on ordinary shares: - Final exempt (one-tier) dividend for 2011: 3.0 cents) per share 21. net of tax.184 11. No dividend may be paid.6 cents) per share - Interim exempt (one-tier) dividend for 2012: 2. 30.065 11. (g) Fair value reserve Fair value reserve represents the Group’s share of associated and joint venture companies’ fair value reserves and the cumulative fair value changes.335 20. sale.8 cents (2010: 3. and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be made in respect of this reserve.8 cents) per share 28. (h) Gain or loss on reissuance of treasury shares This represents the gain or loss arising from purchase.151 32.0 cents (2011: 2.149 31.

Future minimum lease payments under non-cancellable operating leases as at 31 December 2012 are as follows: Group 2012 $’000 Not later than one year Later than one year but not later than five years Later than five years 4.647 (i) 2011 $’000 4.NOTES TO THE FINANcIAL STATEMENTS .484 7. The lease rental is subject to an annual revision based on the market rent prevailing at the time of revision.31 December 2012 31. with an option to renew for 28 years.872 1. The Group leases a number of premises for warehouse and office purposes under operating leases. (ii) (b) Operating lease commitments – as lessor The Group has entered into commercial property leases on its properties. will expire on 28 February 2027. There are no restrictions placed upon the Group or the Company by entering into these leases.010 14. warehouses and offices. Future minimum rental receivable under non-cancellable operating leases as at 31 December 2012 are as follows: Group 2012 $’000 Not later than one year Later than one year but not later than five years 431 555 986 2011 $’000 312 428 740 2012 $’000 – – – Company 2011 $’000 – – – SUPER GROUP LTD Annual Report 2012 127 .869 17. These non-cancellable leases have remaining lease terms of between one and four years. Commitments and contingencies (a) Operating lease commitments – as lessee The Group and Company have entered into commercial leases for the use of leasehold land. All leases include a clause to enable upward revision of the rental charge on an annual basis based on prevailing market conditions.994 2012 $’000 – – – – Company 2011 $’000 – – – – The 30-year lease of a subsidiary company’s leasehold land.765 8.641 5.

128 A NEW ERA .298 25.499 The Company has provided letters of financial support to certain subsidiary companies.NOTES TO THE FINANcIAL STATEMENTS .487 2011 $’000 20.31 December 2012 31. the Group had outstanding contracts as follows: Group 2012 $’000 Purchase raw materials (iii) Guarantees The Company had provided the following guarantees as at 31 December: Company 2012 $’000 Guarantees given to financial institutions as security for credit facilities granted to subsidiary companies (iv) 2011 $’000 75. the Group had committed to the following equipment location fee as follows: Group 2012 $’000 Not later than one year Later than one year but not later than five years – – – (ii) Forward commitments As at the balance sheet date.085 2011 $’000 48. plant and equipment (d) Other commitments (i) As at balance sheet date.396 2011 $’000 24 16 40 43.825 30. Commitments and contingencies (cont’d) (c) Capital commitments Capital expenditure contracted for as at balance sheet date but not recognised in the financial statements are as follows: Group 2012 $’000 Capital commitments in respect of property.

549 9.141 SUPER GROUP LTD Annual Report 2012 129 .086 215 172 9.NOTES TO THE FINANcIAL STATEMENTS . Related party disclosures (a) Sale and purchase of goods and services In addition to the related party information disclosed elsewhere in the financial statements.473 Comprise amounts paid to - directors of the Company - key management personnel 2011 $’000 7.749 1.728 12 (543) (2.141 7.033) 29 15.924 1.473 6.808) – – 30. the following significant transactions between the Group and related parties took place at terms agreed between the parties during the financial year: Group 2012 $’000 Related parties Loans and advances to associated company Refund of prepayments to associated company Income from a non-controlling interest Sales of finished goods to associated companies Accounting fees charged to associated company Marketing fees paid to firms related to key management personnel of the Company (b) 2011 $’000 2012 $’000 Company 2011 $’000 (2.392 8.313) – – – – – – – – – (874) (108) – – Compensation of key management personnel Details of the key management personnel compensation are as follows: Group 2012 $’000 Short-term employee benefits Contributions to national pension schemes Share-based payments 9.132 12 (2.31 December 2012 32.812 187 142 8.

the Company provides medical benefits to all employees.000 - Below $250. Entities within the Group customarily conduct their business in the functional currency in the locations they operate in. The Group generally does not hedge currency risk.31 December 2012 32. The Group is also exposed to currency translation risk arising from its net investments in foreign operations. bonuses. The Board of directors reviews and agrees policies and procedures for the management of these risks. The Group’s net investments in Malaysia. policies and processes for the management of these risks. Financial risk management objectiVes and policies The Group and the Company is exposed to financial risks arising from its operations and the use of financial instruments. The foreign currency in which these transactions are denominated is mainly the United States Dollar (“USD”).435) each. 78. In addition to the above.001 to $499. 130 A NEW ERA . The Audit Committee provides independent oversight to the effectiveness of the risk management process.000 2011 2 3 10 15 2 4 9 15 Directors’ interests in Share Awards Scheme During the financial year. However.000 (2011:99. The Group does not undertake any trading of derivative financial instruments.200 (2011:$1. fees and other emoluments. which are executed by the management. The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned financial risks and the objectives. There has been no change to the Group’s exposure to these financial risks or the manner in which it manages and measures the risks. which include key management personnel.000) share awards were granted to two of the Company’s executive directors under the Share Awards Scheme at the price of $2. The key financial risks include foreign currency risk. Related party disclosures (cont’d) (b) Compensation of key management personnel (cont’d) Directors’ remuneration includes salaries.000 and above - $250. market price risk and commodity price risk. The Company’s directors receiving remuneration from the Group: 2012 Number of directors in remuneration bands: - $500. Chinese Renminbi (“RMB”) and Thai Baht are considered to be long-term in nature. credit risk. 33. These related company transactions usually for the purchases of raw materials are mainly denominated in USD. a certain proportion of transactions are made in foreign currencies and these transactions are mainly between related companies.NOTES TO THE FINANcIAL STATEMENTS . People’s Republic of China and Thailand are not hedged as currency positions in Malaysia Ringgit (“RM”). (a) Foreign currency risk The Group has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the respective functional currencies of the entities within the Group. liquidity risk.

or have the same economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic. Excess risk concentration Risk concentration arises when a number of counterparties are engaged in similar business activities.818) 201 (201) 30 (30) 1 (1) 93 (93) 94 (94) SUPER GROUP LTD Annual Report 2012 131 .818 (1. Group 2012 Profit net of tax $’000 USD/SGD - strengthened 6% (2011: 1%) - weakened 6% (2011: 1%) USD/RM - strengthened 3% (2011: 3%) - weakened 3% (2011: 3%) USD/RMB - strengthened 1% (2011: 6%) - weakened 1% (2011: 6%) (b) Credit risk Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. Concentrations indicate the relative sensitivity of the group’s performance to developments affected to a particular industry. The Group trades only with recognised and creditworthy third parties. Financial risk management objectives and policies (cont’d) (a) Foreign currency risk (cont’d) Sensitivity analysis for foreign currency risk The following table demonstrates the sensitivity of the Group’s profit net of tax to a reasonably possible change in the USD exchange rate against the respective functional currencies of the entities within the Group. political and other conditions. or activities in the same geographical region. with all other variables held constant.NOTES TO THE FINANcIAL STATEMENTS . The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures.31 December 2012 33. the group’s policies and procedures include specific guidelines to focus on maintaining a diversified portfolio. The Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables. In addition. 2011 Profit net of tax $’000 1. receivable balances are monitored on an on-going basis with the result that the Group’s exposure to bad debts is not significant. In order to avoid excessive concentrations of risk. Identified concentrations of credit risks are controlled and managed accordingly.

Information regarding credit enhancements for trade receivables is disclosed in Note 18.072 24.077 78. These customers are located in Singapore.850 35.197 11. Myanmar. The credit risk concentration profile of the Group’s trade receivables at the balance sheet date is as follows: Group 2012 $’000 Singapore Malaysia Thailand China Myanmar Others 7. Financial assets that are either past due or impaired Information regarding financial assets that are either past due or impaired is disclosed in Notes 18 (Trade receivables).31 December 2012 33. Financial assets that are neither past due nor impaired Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good payment record with the Group.569 13.NOTES TO THE FINANcIAL STATEMENTS . Malaysia.645 % 8 8 37 22 14 11 100 $’000 7. China and Thailand. 15 (Other receivables and deposits) and 19 (Amounts due from subsidiary companies).781 10.000 (2011: $15. Financial risk management objectives and policies (cont’d) (b) Credit risk (cont’d) Exposure to credit risk At the balance sheet date. 8 (2011: 9) major customers accounted for 66% (2011: 62%) of trade receivables.000) relating to corporate guarantees provided by the Company to banks on a subsidiary’s bank loan.521 95.664 7.014. Credit risk concentration profile The Group determines concentrations of credit risk by monitoring the country profile of its trade receivables on an ongoing basis.103 2011 % 9 14 31 21 12 13 100 As of 31 December 2012. 132 A NEW ERA .013 9.665.260 20. the Group’s and the Company’s maximum exposure to credit risk is represented by: (i) (ii) the carrying amount of each class of financial assets recognised in the balance sheets.030 16.714 10. and a nominal amount of $14. Cash and cash equivalents are placed with reputable financial institutions.

275 670 40.194 218.688 112. if necessary. After 1 year but within 5 years $’000 Total $’000 Group 2012 Financial assets Investment securities Trade receivables Other receivables Cash and bank balances Total undiscounted financial assets Financial liabilities Bank overdrafts Trade payables Other payables Hire purchase creditors Payables to joint venture and associated companies Total undiscounted financial liabilities Total net undiscounted financial assets Within 1 year $’000 After 5 years $’000 2.810 109. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities. the Group’s policy is to manage the debt maturity profile to support the operating cycle of the business.NOTES TO THE FINANcIAL STATEMENTS . The table below summarises the maturity profile of the Group’s and the Company’s financial assets and liabilities at the balance sheet date based on contractual undiscounted repayment obligations. Short-term funding is obtained from bank borrowings and bank overdrafts for working capital purposes.31 December 2012 33.056 55.671 651 12.645 17.976 95.228 – – – – – – – 10.645 670 40.810 109.671 239 12.275 – 10. Financial risk management objectives and policies (cont’d) (c) Liquidity risk Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of funds. Analysis of financial instruments by remaining contractual maturities The table below summarises the maturity profile of the Group’s and Company’s financial assets and liabilities at the balance sheet date based on contractual undiscounted repayment obligations.446 108.645 7.194 228.056 55.858 118.503 2.782 – – – 412 – 412 (412) – – – – – – 10. To ensure continuity of funding.976 95.413 112.275 SUPER GROUP LTD Annual Report 2012 133 .

619 1.594 51.904 2.594 51.267 .304 – – 3.103 19.NOTES TO THE FINANcIAL STATEMENTS .755 4.954 – 6.856 78.976 7 98.267 4.634 705 12.361 – 3.631 – – – 638 – 638 2.810 101.856 78.673 122.637 – – – – – – 9.311 120.274 98.672 212.287 1.810 18.31 December 2012 33.361 – – 6.672 222.287 1.149 101.362 18.149 110.308 779 35.810 18.810 102.954 779 35.292 128.267 – – 9.976 9.103 9.203 12.634 705 12.723 After 1 year but within 5 years $’000 – – – – – – 6.292 119.673 110.954 Total $’000 Company 2012 Financial assets Investment securities Other receivables and deposits Amounts due from subsidiary companies Cash and bank balances Total undiscounted financial assets Financial liabilities Amounts due to subsidiary companies Other payables Payables to joint venture and associated companies Total undiscounted financial liabilities Total net undiscounted financial assets 134 A NEW ERA Within 1 year $’000 After 5 years $’000 2.841 12.988 122. Financial risk management objectives and policies (cont’d) (c) Liquidity risk (cont’d) After 1 year but within 5 years $’000 Total $’000 Group 2011 Financial assets Investment securities Trade receivables Other receivables Cash and bank balances Total undiscounted financial assets Financial liabilities Bank overdrafts Trade payables Other payables Loans and borrowings Payables to joint venture and associated companies Total undiscounted financial liabilities Total net undiscounted financial assets Within 1 year $’000 After 5 years $’000 1.488 – – – – – – – – – 9.362 18.

702 109.954 3.659 594 12.810 17.495 – – – – – – 6.432 – – – – – – – – – 6.063 92.449 1.063 85.954 The table below shows the contractual expiry by maturity of the Company’s commitments. The maximum amounts of the guarantees are allocated to the earliest period in which the guarantees could be called. Financial risk management objectives and policies (cont’d) (c) Liquidity risk (cont’d) After 1 year but within 5 years $’000 Total $’000 Company 2011 Financial assets Investment securities Other receivables and deposits Amounts due from subsidiary companies Cash and bank balances Total undiscounted financial assets Financial liabilities Amounts due to subsidiary companies Other payables Payables to joint venture and associated companies Total undiscounted financial liabilities Total net undiscounted financial assets Within 1 year $’000 After 5 years $’000 1.386 3.659 594 12.977 60.702 102.914 39.31 December 2012 33. After 1 year but within 5 years $’000 Total $’000 Company 2012 Financial guarantees 2011 Financial guarantees 911 – Within 1 year $’000 After 5 years $’000 – – – 911 – – SUPER GROUP LTD Annual Report 2012 135 .856 6.954 – – 6.810 17.856 23 60.NOTES TO THE FINANcIAL STATEMENTS .914 39.

Coffee bean and sugar are traded commodities and their prices are subject to the fluctuations of the commodity markets. arising as a result of higher/ lower fair value changes on held-for-trading investments in equity instruments. The Group monitors price fluctuations closely and evaluates alternative sources of supply and pricing policies.7% (2011: 17. The Group and Company’s objective is to manage investment returns and equity price risk by monitoring the fluctuations in the price of the quoted investment and the dividend yield.000) higher/lower. 136 A NEW ERA . the Group’s profit net of tax would have been $586. if the share price of the investment securities had been 19. These instruments are quoted on the SGX-ST and are classified as held-for-trading financial assets. The Group is exposed to equity price risk arising from its investment in quoted equity instruments.0%) higher/lower. (e) Commodity price risk The Group’s raw materials include coffee bean and sugar.31 December 2012 33.000(2011: $315. Sensitivity analysis for market price risk At the balance sheet date. Any fluctuation in the prices of raw materials will have an impact on the results of the Group’s operations.NOTES TO THE FINANcIAL STATEMENTS . Financial risk management objectives and policies (cont’d) (d) Market price risk Market price risk is the risk that the fair value or future cash flow of the Group’s financial instruments will fluctuate because of changes in market prices (other than interest or exchange rates).

149 – – 13.063 SUPER GROUP LTD Annual Report 2012 137 .856 (c) 670 40.527 (b) Held-for-trading financial assets Investment securities Financial liabilities measured at amortised cost Bank overdrafts Trade payables Other payables and accruals Amounts due to subsidiary companies Hire purchase creditors Bank borrowings 2011 $’000 78.976 1.673 – 122.103 10.914 39.672 220.645 10.593 2.056 68.292 125.594 64.928 Company 2011 $’000 – 6.954 23 60.659 – – 17.481 – 594 – 109.856 2.404 3.097 – 799 911 102.194 225.702 107.31 December 2012 34.413 – 112.180 – – 13.275 7.NOTES TO THE FINANcIAL STATEMENTS .976 1.315 9.763 2012 $’000 – 9.362 18.267 7 98.515 4.801 779 35. Financial instruments The financial instruments of the Group and Company as at 31 December by classes are as follows: Group 2012 $’000 (a) Loans and receivables Trade receivables Other receivables (non-current) Other receivables and deposits (current) Amounts due from subsidiary companies Cash and bank balances 95.634 – – 18.

cash and bank balances. bank overdrafts.275 * 10. 138 A NEW ERA . There have been no transfers between Level 1 and Level 2 fair value measurements during the financial years ended 2012 and 2011. (b) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value Trade receivables.31 December 2012 35. borrowing or leasing arrangements at the balance sheet date. hire purchase creditors (current) and bank borrowings The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values due to their short-term nature. amounts due from/to subsidiary companies.267 * 6. (c) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value The fair values of financial assets and liabilities by classes that are not carried at fair values and whose carrying amounts are not reasonable approximation of fair values are as follows: 2012 Carrying value $’000 Group Financial assets Other receivables (non-current) Financial liabilities Hire purchase creditors (non-current) Company Financial assets Other receivables (non-current) * Other receivables (non-current) It is not practical to estimate the fair values of the other receivables (non-current) as there are no fixed terms of repayment.954 * Hire purchase creditors (non-current) The fair values as disclosed in the table above are estimated by discounting expected future cash flows at market incremental lending rate for similar types of lending. In accordance with FRS 107. other payables and accruals. trade payables. Fair Values (a) Fair value of financial instruments that are carried at fair value Investment securities The carrying amounts approximate their fair values which are determined by reference to their published market bid prices at the balance sheet date.NOTES TO THE FINANcIAL STATEMENTS . 2011 Fair value $’000 Carrying value $’000 Fair value $’000 10.315 * 377 394 582 675 9. other receivables and deposits (current). the fair value have been determined based on the Level 1 fair value hierarchy where the quoted prices are determined based on quoted prices (unadjusted) in active markets for identical assets.

925 401 169. (a) Geographical segments Non-current assets information based on the geographical location of the assets are as follows: 2012 $’000 Singapore Southeast Asia Myanmar Malaysia Thailand Vietnam East Asia China Others 33. plant and equipment and intangible assets.693 185 214. SUPER GROUP LTD Annual Report 2012 139 .244 5.750 2011 $’000 25. Group financing (including finance costs) and income taxes are managed on a group basis and are not allocated to operating segments. Segment reporting The Group’s revenue and profit are primarily derived from the manufacture and distribution of beverages and food products.349 6.484 109. Segment revenue and segment assets by asset locations are based on the geographical location of the assets.949 57.617 5. Management monitors the operating results of each geographical segment separately for the purpose of making decisions about resource allocation and performance assessment. In presenting information on the basis of geographical segments.NOTES TO THE FINANcIAL STATEMENTS . Southeast Asia and East Asia.030 77. Singapore. the Group is organised into geographical segments. The Group operates in three principal geographical areas.265 Non-current assets information presented above consist of property. Segment performance is evaluated based on operating profit or loss.473 1. as presented in the consolidated balance sheet.351 2.916 6. Inter-segment pricing is determined on mutually agreed terms. For management purposes. the segment revenue by destination is based on the geographical location of the customers.31 December 2012 36.398 51.

Segment reporting (cont’d) (a) Geographical segments (cont’d) .775) – – – 13 – – – 3 – – 41.246 145.846) (11.515 134.070 2.140 Southeast Asia 2012 2011 $’000 $’000 2012 $’000 124.197 52.554 249.350 13.31 December 2012 NOTES TO THE FINANcIAL STATEMENTS A NEW ERA The following table presents revenue and results information regarding the Group’s geographical segments for the years ended 31 December 2012 and 2011: 2012 $’000 Singapore 2011 $’000 Revenue Sales to external customers Inter-segment sales 101.373 309.412 21.672 36.294) (261.275 74.754 167.231) (45) 173 (8.097 (1.846 126.932) 519.400 (7.156 15.483 10.143 10.908 5.196 6.168 6 – 4 3.014 13.889 East Asia 2011 $’000 Others 2011 $’000 Eliminations 2012 2011 $’000 $’000 Consolidated 2012 2011 $’000 $’000 101.823) (453.623 – 535 825 3.520) 79.231 227 229 (565.655 9.976 Net profit attributable to equity shareholders of the Company Assets and liabilities Segment assets 605.308) (1.097* – – – – – – – – – – – – – – – – – – 65 – – – – – – – 115 – – – – – – 68.088 15.143 – (1.143 – 1.203 Results: Segment results Unallocated operating expenses Finance costs Share of losses in associated and joint venture companies Taxation Non-controlling interests 29.796 130.988 (6.942 368.285 53.439 3.541 – 38.798 4.509 2.996 – 12.446 107.217 59.569) 112.268 73.945 177.407 Total revenue 232.091 69. .817 37.807) 144.973) 61.954 428 502.264 838 869 (301.972 – 440.417 11.348 2.733) (3.287 * Gain arising from the relocation of the Group’s packaging plant in view of the re-zoning of the area pursuant to the city development plans of the Changzhou City Qishuyan District People’s Government.268 – 440.775) 2012 $’000 293.254 120.505) (195.541 – 226 538 – 10.268 98.796 43.596 138.980 248.768 Unallocated liabilities Total liabilities 14.136 – Other segment information: Capital expenditure Depreciation Amortisation Impairment loss on property.432 28.884 Investment in associated and joint venture companies Loans to associated companies Deferred taxation Total assets Segment liabilities 232.227 – – – – – (258.908 6.935 45.275 17 542.431) 517.044 537.294) – (261.221 317.863 151.512 – – (258.938 21 (36) (19.453 106. plant and buildings Plant and equipment written off Amortisation of deferred gain Gain on disposal of land & building Fair value gain/(loss) on investment securities – 1 3.143 – 1.932) 519.972 75.820 6 226 545 3.287 91.881 – 535 811 – – – 28.142 28.073) (239) 503 (6.816 240.898 479.

604.298 Inter-segment sales 90.059 138.234.069 24.615 29.412 93.333 Total revenue 125.916 142. Information about major customers NOTES TO THE FINANcIAL STATEMENTS Revenue from two major customers amount to $168.600 100.268 137.659 2012 .972 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 2011 2012 2011 2012 2011 2012 2011 2012 2011 East Asia Others Eliminations Consolidated Singapore 2011 $’000 38. SUPER GROUP LTD Annual Report 2012 141 .972 – 440.000 (2011: $157.631 Note: Segment assets generally comprise operating assets that are employed by a segment in its operating activities excluding income tax assets.642 27.268 440.045 133.756) – 281.105 – – (258.817 (258.000).642 27.481 117. Segment reporting (cont’d) (b) Sales segmented by destination Southeast Asia 2012 $’000 320.36.542) (261.756) 519.592 26.056 418. arising from sales in Southeast Asia segment.31 December 2012 $’000 Sales to external customers 35.140 463.510 29. Segment liabilities exclude income tax liabilities and borrowings which are financing rather than operating in nature.817 – – 519.542) (261.637 159.

return capital to shareholders or issue new shares. Capital management The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value. the Group may adjust the dividend payment to shareholders. The Group manages its capital structure and makes adjustments to it. These externally imposed capital requirements have been complied with by the above-mentioned subsidiary companies for the financial years ended 31 December 2012 and 2011.667 0.30 times 2011 $’000 120.268 382. As disclosed in Note 29(d). 142 A NEW ERA . No changes were made in the objectives. certain subsidiary companies of the Group are required by the Foreign Enterprise Laws of the PRC and Thailand to contribute and maintain a non-distributable statutory reserve fund whose utilisation is subject to approval by the relevant authorities.31 December 2012 37.178 0.31 times 38. To maintain or adjust the capital structure.NOTES TO THE FINANcIAL STATEMENTS .196 416. in light of changes in economic conditions. Authorisation of financial statements The financial statements for the year ended 31 December 2012 were authorised for issue in accordance with a resolution of directors on 12 March 2013. policies or processes during the years ended 31 December 2012 and 2011. The Group monitors capital using its debt-to-equity ratio as follows: Group 2012 $’000 Total Liabilities Total Equity Debt-to-Equity 126.

125 51. Cap.68 – – – – – Deemed Interest – 26.72 0.596.52 11.105.12 9.000 – 10.68 11.219 330 20 2.648 (4) 65.590. Inc.403.49 12.000 (5) % – 4. Deceased (d) Madam Tan Kim Choo @ Teng Kim Choo The Capital Group Companies. Ltd.78 80.439 15.000 (2) 150.425 557. (3) (4) (5) SUPER GROUP LTD Annual Report 2012 143 . By virtue of Section 7 of the Companies Act.001 and above Total No.000.319. Madam Te Lay Hoon is deemed to be interested in the shares held by the nominee.88 100.756 % 6.72 11. Inc is deemed to be interested in the shares held by DBS Nominees Pte Ltd.648 – – – – – (2) The breakdown of Mr Goi Seng Hui’s direct interest is as follows: – 19. Cap.SHAREHOLODERS’ INFORMATION as at 12 March 2013 SHARE CAPITAL Number of Issued Shares (excluding Treasury Shares) Number/Percentage of Treasury Shares Class of Shares Voting Rights (excluding Treasury Shares) : : : : 557.546. Mr Goi Seng Hui is deemed to be interested in the shares held by Tee Yih Jia Food Manufacturing Pte Ltd by virtue of Section 7 of the Companies Act.469.824.105. (c) Mr Ng Teng Fong. of Shares 83.02 1.97 0.03%) Ordinary Share One Vote Per Share STATISTICS OF SHAREHOLDINGS Size of Shareholding 1 – 999 1. CPF Bank Nominees.77 95. of Shareholders 187 2. Ng Teng Fong.908 shares in own name. Notes: (1) % 11.30 11. 50. the following are deemed to be interested in the shares held by YHS Investments Pte Ltd: (a) Yeo Hiap Seng Limited (b) Far East Organisation Pte. 50.536 534.648 (4) 65.73 100. Ltd.68 11.105.000 1.105.580 7.000 10.980 % 0.000.001 – 1.980 192.68 9.05 65.105.375 64.000.648 (4) 65.00 SUBSTANTIAL SHAREHOLDERS’ INTEREST AS AT 12 MARCH 2013 (As recorded in the Register of Substantial Shareholders) Direct Interest Teo Kee Bock Goi Seng Hui Te Lay Hoon Te Kok Chiew YHS Investments Pte Ltd Yeo Hiap Seng Limited Far East Organisation Pte.33 2.464.070.00 No. Deceased Tan Kim Choo @ Teng Kim Choo The Capital Group Companies.908 (1) 67. and – 45.03 – – 11.000 shares held by DBS Nominees Pte Ltd as bare trustee.68 11.000 (3) – – 65.648 (4) 50.546.367.625 65.070.000 (0.

38 0.53 1.585.105.381 12.634.357 2.72 3.30 4.000 19.68 9.590.66 0.115.38 0.48 0.125 65.500 3.95 15.625 26.969.47 0.677.931. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Name DBS Nominees Pte Ltd Citibank Nominees Singapore Pte Ltd Te Lay Hoon Teo Kee Bock YHS Investment Pte Ltd Te Kok Chiew Tee Yih Jia Food Manufacturing Pte Ltd Goi Seng Hui HSBC (Singapore) Nominees Pte Ltd DBSN Services Pte Ltd Te Lay Guat United Overseas Bank Nominees Pte Ltd BNP Paribas Securities Services Teo Sze Hwee Elaine Raffles Nominees Pte Ltd Khoo Tow Kiew Teh Kiu Cheong Sharon Teo Siow Hwee (Sharon Zhang XiaoHui) DB Nominees(S) Pte Ltd Morgan Stanley Asia (Singapore) Securities Pte Ltd Total No.443.824.375 65.144.319.788.367.530.SHAREHOLODERS’ INFORMATION as at 12 March 2013 (cont’d) TWENTY LARGEST SHAREHOLDERS No. the Company has complied with Rule 723 of the Listing Manual of the SGX-ST.400 8.88 PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS Approximately 26.908 15.544 534.42 2.230 1.89% of the Company’s shares are held in the hands of public.035.83 2.72 11. Accordingly.596.000 2.696 6.582 88.19 95.000 2.46 0.000 2. of Shares 88.26 0.17 1.000 2.054 67.677.684.000 1.25 0.070.12 11.648 51. 144 A NEW ERA .425 % 15.091.91 12.

(“the Company”) will be held at 2 Senoko South Road. To approve the payment of Directors’ fees of S$550. upon re-appointment as a Director of the Company. 1-tier) for the year ended 31 December 2012 (2011: 3. for the following purposes: AS ORDINARY BUSINESS 1. 199101696K) (Incorporated in Singapore with limited liability) NOTICE IS HEREBY GIVEN that the Annual General Meeting of Super Group Ltd. 5.8 cents per ordinary share (tax-exempt.000 for the year ended 31 December 2012 (2011: S$540. (Resolution 2) 3. 6. Singapore 758096 on Friday. to hold office from the date of this Annual General Meeting until the next Annual General Meeting of the Company: Mr Goh Boon Kok Mr Chandra Das S/O Rajagopal Sitaram   [See Explanatory Note (i)] Mr Goh Boon Kok will. (Company Registration No. (Resolution 1) 2. 50. upon re-election as a Director of the Company. (Resolution 9) (Resolution 7) (Resolution 8) 4. To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the year ended 31 December 2012 together with the Auditors’ Report thereon. Mr Ko Chuan Aun will.000). SUPER GROUP LTD Annual Report 2012 145 . upon re-election as a Director of the Company.30 a. remain as a member of the Audit Committee and will be considered independent. 1-tier)). [See Explanatory note (ii)] (Resolution 10) 7.m. Cap. Super Industrial Building. 26 April 2013 at 10. remain as a member of the Remuneration Committee and will be considered non-independent.1 cents per ordinary share (tax-exempt. To declare a 2nd and final dividend of 5. To transact any other ordinary business which may properly be transacted at an Annual General Meeting. remain as Chairman of the Audit Committee and member of the Nominating and Remuneration Committees and will be considered independent. To appoint Messrs KPMG LLP as Auditors of the Company in place of the retiring Auditors.NOTICE OF ANNUAL GENERAL MEETING SUPER GROUP LTD. To re-elect the following Directors of the Company retiring pursuant to Article 88 of the Articles of Association of the Company: Mr Goi Seng Hui (Resolution 3) Mr Te Kok Chiew (Resolution 4) Mr Li Kang @ Charles K Li (Resolution 5) Mr Ko Chuan Aun (Resolution 6) Mr Te Kok Chiew will. Messrs Ernst & Young LLP and to authorise the Directors of the Company to fix their remuneration. To re-appoint the following Directors of the Company retiring under Section 153(6) of the Companies Act.

with or without any modifications: 8. and any subsequent bonus issue. made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below). and (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instruments made or granted by the Directors of the Company while this Resolution was in force. the Company shall comply with the provisions of the Listing Manual of the Singapore Exchange Securities Trading Limited for the time being in force (unless such compliance has been waived by the Singapore Exchange Securities Trading Limited) and the Articles of Association of the Company. the Directors of the Company be authorised and empowered to: (a) (i) (ii) issue shares in the Company (“shares”) whether by way of rights. to pass the following resolutions as Ordinary Resolutions. consolidation or subdivision of shares. Authority to issue new shares That pursuant to Section 161 of the Companies Act. (Resolution 11) [See Explanatory Note (iii)] (4) 146 A NEW ERA . (2) (c) (3) in exercising the authority conferred by this Resolution. warrants. provided that: (1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments.NOTICE OF ANNUAL GENERAL MEETING AS SPECIAL BUSINESS To consider and if thought fit. of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below). and unless revoked or varied by the Company in a general meeting. new shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time of the passing of this Resolution. 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited. whichever is earlier. (subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading Limited) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above. and/or make or grant offers. bonus or otherwise. the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of this Resolution. “Instruments”) that might or would require shares to be issued. at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit. agreements or options (collectively. after adjusting for: (a) (b) new shares arising from the conversion or exercise of any convertible securities. debentures or other instruments convertible into shares. Cap. such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held. including but not limited to the creation and issue of (as well as adjustments to) options.

unless revoked or varied by the Company in a general meeting. unless revoked or varied by the Company in general meeting. Cap.5% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as ascertained as at the date of Annual General Meeting of the Company) at the price of up to but not exceeding the Maximum Price (as defined in the Letter to Shareholders dated 10 April 2013 as attached). [See Explanatory Note (iv)] (Resolution 12) 10. shall not exceed 15 per centum (15%) of the total number of issued shares of the Company (excluding treasury shares) in the share capital of the Company from time to time and that such authority shall. or (ii) the date on which the share purchases are carried out to the full extent mandated. and this mandate shall. continue in force until the earliest of (i) the date on which the next Annual General Meeting of the Company is held or required by law to be held. whichever is earlier. if applicable. Authority to issue shares under the Super Group Share Award Scheme That pursuant to Section 161 of the Companies Act. [See Explanatory Note (v)] (Resolution 13) By Order of the Board Tan Cher Liang Secretary Singapore. continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held. the Directors of the Company be and are hereby authorised to make purchases or otherwise acquire issued shares in the capital of the Company from time to time (whether by way of market purchases or off-market purchases on an equal access scheme) of up to 2. 50. or (iii) the time when the authority conferred by this mandate is revoked or varied by Shareholders in general meeting. transfer and/or deliver from time to time such number of fully paid-up shares as may be required to be issued and delivered pursuant to the vesting of the awards under the Share Award Scheme. Cap 50. 10 April 2013 SUPER GROUP LTD Annual Report 2012 147 . Renewal of Share Purchase Mandate That for the purposes of Sections 76C and 76E of the Companies Act. the Directors be authorised to grant awards in accordance with the provisions of the prevailing Super Group Share Award Scheme (the “Share Award Scheme”) and to issue. provided that the aggregate number of shares to be issued or delivered pursuant to the Share Award Scheme and pursuant to all other share option or other share schemes of the Company.NOTICE OF ANNUAL GENERAL MEETING 9.

NOTICE OF ANNUAL GENERAL MEETING Explanatory Notes: (i) The effect of the Resolutions 7 and 8 proposed in item 4 above. the Directors recommend that the Shareholders to vote in favour of the Resolution 10 for the proposed change of auditors. the Company confirms the following: (a) that there were no disagreements with the outgoing Auditors. The Directors have obtained the written consent from KPMG LLP on 19 March 2013 to act as Auditors in place of E&Y LLP for the financial year ending 31 December 2013. In connection with the proposed change of auditors. Rule 715 of the Listing Manual will be complied with accordingly and the Directors confirmed that KPMG LLP will be appointed to audit the accounts of the Company. Having considered the rationale and benefit of the proposed change of auditors. the retiring Auditors have served as the external auditors for the Company since 2006. KPMG LLP is a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”).   The proposed change of auditors have been reviewed and recommended by the Audit Committee. after taking into consideration the suitability of KPMG LLP as the Company’s external auditors and ensuring compliance with the Listing Manual. Ms Teo Han Jo will be the audit partner in charge of the Company’s audit for the financial year ending 31 December 2013 upon KPMG LLP’s appointment. E&Y LLP has confirmed to KPMG LLP that it is not aware of any professional reasons why KPMG LLP should not accept appointment as Auditors of the Company. its Singapore and foreign-incorporated subsidiaries and its Singapore and foreign-incorporated significant associated companies. their experience and audit engagements. E&Y LLP. the Directors are of the opinion that the proposed change of auditors is in the best interests of the Company. and are of the opinion that KPMG LLP will be able to meet the audit requirements of the Group and that Rule 712(1) of the Listing Manual has been complied with.  KPMG International is one of the largest professional services networks and globally recognised as one of the “Big Four” audit firms. Resolution 10 in item 6 is to approve the appointment of Messrs KPMG LLP (“KPMG LLP”) as external Auditors in place of retiring Auditors. She has more than 15 years of auditing experiences and has the relevant experiences in audit engagements covering food and beverages multinational and local clients. including the adequacy of the resources of KPMG LLP. As part of ongoing good corporate governance initiatives. providing audit. the Board and Audit Committee are of the view that the external auditors should be rotated and would like to propose that KMPG LLP be appointed in place of E&Y LLP for the financial year ending 31 December 2013. the number and experience of the supervisory and professional staff who will be assigned to the audit of the consolidated accounts and KPMG LLP’s proposed audit arrangements for the Group. a Swiss entity. Subject to the passing of this resolution at the Annual General Meeting. Messrs Ernst & Young LLP (“E&Y LLP”) and to authorise the Directors of the Company to fix their remuneration. subject to shareholders’ approval. Accordingly. is a practicing member of the Institute of Certified Public Accountants of Singapore and a public accountant approved by the Accounting and Corporate Regulatory Authority (ACRA). (ii) (b) (c) 148 A NEW ERA . and the specific reasons for the proposed change of Auditors are as disclosed above. KPMG International’s member firms employ more than 145. tax and advisory services. In accordance with the requirements of Rule 1203(5) of the Listing Manual. and have considered various factors. Ms Teo Han Jo.000 people across a range of disciplines in 152 countries. The Directors have taken into account the Audit Committee’s recommendation. E&Y LLP on accounting treatments within the last 12 months. that is not aware of any circumstances connected with the proposed change of Auditors that should be brought to the attention of the shareholders of the Company. are to re-appoint Directors of the Company who are over 70 years of age. the partner-in-charge in KPMG Singapore.

Cap 50. this Notice constitutes full and true disclosure of all material facts about the proposed change of auditors. whichever is the earlier. Pursuant to Section 205 of the Companies Act. (v) Notes: 1. The aggregate number of ordinary shares which may be issued pursuant to the Share Award Scheme.NOTICE OF ANNUAL GENERAL MEETING The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Notice and confirm after making all reasonable enquiries that. the Company and the Directors are not aware of any facts the omission of which would make any statement in this Notice misleading. if passed. will empower the Directors of the Company. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint not more than two proxies to attend and vote in his/her stead. or (ii) the date on which the share purchases are carried out to the full extent mandated. the total number of issued shares (excluding treasury shares) will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent bonus issue. to repurchase ordinary shares of the Company by way of market purchases or off-market purchases of up to 2. Singapore 758096 not less than forty-eight (48) hours before the time appointed for holding the Meeting. to grant awards under the Share Award Scheme in accordance with the provisions of the Share Award Scheme and to issue or transfer from time to time such number of fully-paid shares pursuant to the vesting of the awards under the Share Award Scheme subject to the maximum number of shares prescribed under the terms and conditions of the Share Award Scheme. consolidation or subdivision of shares. Where information in the Notice has been extracted from published or otherwise publicly available sources or obtained from a named source.5% of the total number of issued shares (excluding treasury shares) in the capital of the Company at the Maximum Price (as defined in the Letter to Shareholders attached). will empower the Directors of the Company from the date of the above Meeting until the next Annual General Meeting. make or grant Instruments convertible into shares and to issue shares pursuant to such Instruments. a copy of the notice of nomination of the proposed new Auditors dated 27 February 2013 is enclosed as Appendix I in this Annual Report. or (iii) the time when the authority conferred by this mandate is revoked or varied by Shareholders in general meeting. if passed. will empower the Directors of the Company from the date of the above Meeting until the earliest of (i) the date on which the next Annual General Meeting of the Company is held or required by law to be held. The rationale for. all other share option scheme and any other share scheme is limited to 15% of the total issued share capital (excluding treasury shares) of the Company from time to time. effective until the conclusion of the next Annual General Meeting of the Company. or the date by which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting. 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 the Notice in its proper form and context. (iv) The Ordinary Resolution 12 proposed in item 9 above. SUPER GROUP LTD Annual Report 2012 149 2. up to a number not exceeding. (iii) Resolution 11 in item 8 above. The Ordinary Resolution 13 proposed in item 10 above. if passed. The Directors wish to express their appreciation for the past services rendered by E&Y LLP. to the best of their knowledge and belief. the sources of funds to be used for the purchase or acquisition. including the amount of financing and financial effects of the purchase or acquisition of ordinary shares by the Company pursuant to the Share Purchase Mandate on the audited consolidated financial accounts of the Group for the financial year ended 31 December 2012 are set out in greater detail in the Letter to Shareholders dated 10 April 2013 attached to this Annual Report. A proxy need not be a Member of the Company. of which up to 20% may be issued other than on a pro-rata basis to shareholders. in total. to issue shares. Super Industrial Building. the authority and limitation on. . For determining the aggregate number of shares that may be issued. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 2 Senoko South Road. 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company.

Messrs Ernst & Young LLP. at the forthcoming annual general meeting of the Company. hereby nominate KPMG LLP of 16 Raffles Quay #22-00. Singapore 048581 for appointment as auditors of the Company in place of the retiring auditors. Yours faithfully Te Kok Chiew 150 A NEW ERA . S1195762E. Te Kok Chiew. holder of NRIC no. I. Hong Leong Building. being a shareholder of the Company. 50. Cap.APPENdIX I NOTICE OF NOMINATION Te Kok Chiew 71 Neram Road Singapore 807769 27 February 2013 The Board of Directors SUPER GROUP LTD. 2 Senoko South Road Super Industrial Building Singapore 758096 Dear Sirs Pursuant to Section 205 of the Companies Act.

1 2 3 4 5 6 7 8 9 10 11 12 13 Resolutions relating to: Directors’ Report and Audited Accounts for the year ended 31 December 2012 Payment of proposed 2nd and final dividend Re-election of Mr Goi Seng Hui as a Director Re-election of Mr Te Kok Chiew as a Director Re-election of Mr Li Kang @ Charles K Li as a Director Re-election of Mr Ko Chuan Aun as a Director Re-appointment of Mr Goh Boon Kok as a Director Re-appointment of Mr Chandra Das S/O Rajagopal Sitaram as a Director Approval of Directors’ fees amounting to S$550. and at any adjournment thereof. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof.00 a. If they also wish to vote. Singapore 758096 on Friday. they must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf. referred to above. 3. the Chairman of the Meeting or such other person the Chairman of the Meeting may designate as *my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held at 2 Senoko South Road. this Report is forwarded to them at the request of the CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. Super Industrial Building. CPF investors who wish to attend the Meeting as an observer must submit their requests through their CPF Approved Nominees within the time frame specified. Proportion of Shareholdings No. *I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder.’s shares. Messrs Ernst & Young LLP Authority to issue new shares Authority to issue shares under the Super Group Share Award Scheme Renewal of Share Purchase Mandate day of 2013 For Against Dated this Signature of Shareholder(s) or. Proportion of Shareholdings No.m. (Please indicate your vote “For” or “Against” with a tick [] within the box provided. Common Seal of Corporate Shareholder * Delete where inapplicable Total number of Shares in: (a) CDP Register (b) Register of Members No. of (Please see notes overleaf before completing this Form) being a member/members of SUPER GROUP LTD. PROXY FORM I/We.) No. of Shares . the proxy/proxies will vote or abstain from voting at *his/her discretion. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. of Shares % Address and/or (delete as appropriate) Name NRIC/Passport No.000 Appointment of Messrs KPMG LLP as Auditors in place of retiring Auditors. (the “Company”). or either or both of the persons. IMPORTANT: 1. 2. 26 April 2013 at 10. For investors who have used their CPF monies to buy SUPER GROUP LTD.Company Registration No. of Shares % Address or failing the person. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll. 199101696K (Incorporated In The Republic of Singapore) SUPER GROUP LTD. hereby appoint: Name NRIC/Passport No.

Please insert the total number of Shares held by you. or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. Chapter 50 of Singapore. Super Industrial Building. in accordance with Section 179 of the Companies Act. the Company may reject any instrument appointing a proxy or proxies lodged if the member. as certified by The Central Depository (Pte) Limited to the Company. In addition. the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. he/she shall specify the proportion of his/her shareholder (expressed as a percentage of the whole) to be represented by each proxy. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor. Where a member appoints two proxies. the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the Meeting. 4. 2. and in such event. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 2 Senoko South Road. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act. the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument. Where the instrument appointing a proxy or proxies is executed by a corporation. being the appointor. you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. A proxy need not be a member of the Company. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his/her stead. improperly completed or illegible. General: The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Meeting. Singapore 758096 not less than 48 hours before the time appointed for the Meeting. the first named proxy shall be treated as representing 100% of the shareholding and any second named proxy as an alternate to the first named proxy. 5. you should insert that number of Shares. 6. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person. 3. you should insert that number of Shares. If you have Shares registered in your name in the Register of Members. . is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting. If no such proportion is specified. If no number is inserted. in the case of Shares entered in the Depository Register.Notes: 1. 7. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members. Chapter 50 of Singapore). it must be executed either under its seal or under the hand of an officer or attorney duly authorised.

com Email: info@supergroupltd.com .Tee Yih Jia BLDG West Admiralty Rd Everich Kwong On Cheong Food Industries Senoko South Rd Sin Hwa Dee Foodstuff Industries SUPER INDUsTRiAL BUiLDiNG Sumitomo Bakelite Chap Hup Chong Food Industries Senoko South Rd Kong Hwee Iron Works & Contruction Metal Component Engineering Royal Food Singapore Storage & Warehouse 2 Senoko South Road Super Industrial Building Singapore 758096 Tel: (65) 6753 3088 Fax: (65) 6753 7833 Website: www.supergroupltd.