PROSPECTUS DATED 4 JANUARY 2008 (Registered by the Monetary Authority of Singapore on 4 January 2008) THIS DOCUMENT IS IMPORTANT.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER. We have made an application to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in, and for quotation of, all the ordinary shares (the “Shares”) in the capital of Old Chang Kee Ltd. (the “Company”) already issued and the new Shares (the “New Shares”) which are the subject of this Invitation (as defined herein). Such permission will be granted when we have been admitted to the Official List of the Catalist. The dealing in and quotation of our shares will be in Singapore dollars. Our acceptance of applications for the New Shares will be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of, all of the existing issued Shares and the New Shares. Monies paid in respect of any application accepted will, in the event such permission is not granted, be returned to you at your own risk, without interest or any share of revenue or other benefit arising therefrom, and you will not have any claim whatsoever against us, the Manager (as defined herein), the Underwriter (as defined herein) or the Placement Agent (as defined herein). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Prospectus. Admission to the Official List of the Catalist is not to be taken as an indication of the merits of the Invitation, the Company, its subsidiaries, the Shares or the New Shares. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the Shares or the New Shares, as the case may be, being offered for investment. We have not lodged or registered this Prospectus in any other jurisdiction. No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. Investing in the Shares involves risks which are described in the section entitled “Risk Factors” of this Prospectus. As part of the transitional arrangement announced by the SGX-ST on 26 November 2007, the Company has been approved to be listed on the Catalist. The Company has submitted its listing application under the listing rules of SGX-SESDAQ and the SGX-ST has reviewed the application based on the SGX-SESDAQ framework and listing rules. The offer will be accompanied by a prospectus registered by the Authority. The SGX-ST will publish a date from which our Company and all existing SGX-SESDAQ listed companies are required to comply with the listing rules of the Catalist (please refer to the section entitled “Replacement of SGX-SESDAQ by Catalist” and Appendix L of this Prospectus for more information).

OLD CHANG KEE LTD.
(Incorporated in the Republic of Singapore on 16 December 2004) (Company Registration Number: 200416190W) Invitation in respect of 25,000,000 New Shares comprising:(a) (b) 1,000,000 Offer Shares at S$0.20 for each Offer Share by way of public offer; and 24,000,000 Placement Shares by way of placement, comprising:(i) (ii) 22,500,000 Placement Shares at S$0.20 for each Placement Share by way of applications made via Placement Shares Application Forms; and 1,500,000 Reserved Shares at S$0.20 for each Reserved Share reserved for our Non-Executive Directors, management, employees, business associates and others who have contributed to the success of our Group,

payable in full on application.
Manager

Westcomb Capital Pte Ltd
Placement Agent and Underwriter

Westcomb Securities Pte Ltd

Sardine’O

Pepper’O

Spring’O

Curry’O

Breaded Prawn OnStik

Chicken Nuggets OnStik

Pineapple Feel’in

Fish Ball OnStik

Sotong Ball OnStik

Sotong OnStik

Sotong Wing OnStik

Yam Feel’in

Fish Fillet OnStik

Sotong Nuggets OnStik

Crab Nuggets OnStik

Prawn Nuggets OnStik

Crab Claw OnStik

Pumpkin K8

Carrot K8

Yam K8

Green Bean Feel’in

Crab Meat Wrap OnStik

Chicken Wrap OnStik

Sotong Wrap OnStik

delivers
Seafood Gyoza OnStik Gyoza OnStik

CONTENTS
Page CORPORATE INFORMATION ............................................................................................................ DEFINITIONS ...................................................................................................................................... DETAILS OF THE INVITATION Listing on the Catalist ...................................................................................................................... Indicative Timetable for Listing ........................................................................................................ REPLACEMENT OF SGX-SESDAQ BY CATALIST .......................................................................... THE INVITATION.................................................................................................................................. USE OF PROCEEDS FROM THE INVITATION AND EXPENSES INCURRED ................................ MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS...................................... EXCHANGE CONTROLS .................................................................................................................... CLEARANCE AND SETTLEMENT .................................................................................................... PLAN OF DISTRIBUTION .................................................................................................................. CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS ...................................................... SELLING RESTRICTIONS .................................................................................................................. PROSPECTUS SUMMARY ................................................................................................................ INVITATION STATISTICS .................................................................................................................... RISK FACTORS Risks relating to our Business or our Industry ................................................................................ Risks relating to Ownership of our Shares ...................................................................................... MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Combined Profit and Loss Accounts ................................................................................................ Combined Balance Sheet ................................................................................................................ Overview .......................................................................................................................................... Review of Results of Operations ...................................................................................................... Review of Past Financial Position .................................................................................................... Liquidity and Capital Resources ...................................................................................................... Material Capital Expenditure, Divestment and Commitment............................................................ DIVIDEND POLICY .............................................................................................................................. CAPITALISATION AND INDEBTEDNESS .......................................................................................... DILUTION ............................................................................................................................................ 4 6

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CONTENTS
Page GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP Share Capital.................................................................................................................................... Significant Changes In Percentage of Ownership............................................................................ Changes in Issued and Paid-Up Share Capital of our Company and our Subsidiaries .................. Shareholders .................................................................................................................................... Moratorium ...................................................................................................................................... RESTRUCTURING EXERCISE .......................................................................................................... GROUP STRUCTURE ........................................................................................................................ OUR SUBSIDIARIES AND ASSOCIATED COMPANIES .................................................................. OUR HISTORY .................................................................................................................................... OUR BUSINESS Introduction ...................................................................................................................................... Our Products .................................................................................................................................... Production Facility and Capacity ...................................................................................................... Retail Outlets .................................................................................................................................... Enterprise Resource Planning System ............................................................................................ Quality Control.................................................................................................................................. Marketing and Business Development ............................................................................................ Product Development ...................................................................................................................... Intellectual Property.......................................................................................................................... Properties and Fixed Assets ............................................................................................................ Our Major Customers ...................................................................................................................... Our Major Suppliers ........................................................................................................................ Inventory Management .................................................................................................................... Credit Policy .................................................................................................................................... Government Regulations.................................................................................................................. Insurance.......................................................................................................................................... Competition ...................................................................................................................................... Our Competitive Strengths .............................................................................................................. Awards and Accreditation ................................................................................................................ PROSPECTS AND FUTURE PLANS Prospects.......................................................................................................................................... Trend Information.............................................................................................................................. Future Plans .................................................................................................................................... DIRECTORS, MANAGEMENT AND EMPLOYEES Directors .......................................................................................................................................... Management .................................................................................................................................... Management Reporting Structure .................................................................................................... Directors’ and Executive Officers’ Remuneration ............................................................................ Service Agreements ........................................................................................................................ Our Employees ................................................................................................................................ Board Practices ................................................................................................................................ CORPORATE GOVERNANCE ............................................................................................................ 2

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78 78 80 80 80 81 83 84 85 94 101 101 102 103 103 107 107 108 109

110 110 111

112 114 115 116 117 118 119 120

CONTENTS
Page INTERESTED PERSON TRANSACTIONS Past Interested Person Transactions ................................................................................................ Present and Ongoing Interested Person Transactions .................................................................... Review Procedures for Future Interested Person Transactions ...................................................... CONFLICTS OF INTEREST ................................................................................................................ GENERAL AND STATUTORY INFORMATION .................................................................................. APPENDIX A Report from the Auditors and the Audited Combined Financial Statements of Old Chang Kee Ltd. and its Subsidiary Companies for the Financial Years Ended 31 December 2004, 2005 and 2006 ................................................................................................ APPENDIX B Report from the Auditors and the Unaudited Combined Financial Statements of Old Chang Kee Ltd. and its Subsidiary Companies for the Financial Period from 1 January 2007 to 30 June 2007 .................................................................................................... APPENDIX C Extracts of our Articles of Association.............................................................................................. APPENDIX D Description of Singapore Company Law relating to Shares ............................................................ APPENDIX E Summary of Relevant Australian Laws and Regulations ................................................................ APPENDIX F Summary of Relevant Malaysian Laws and Regulations ................................................................ APPENDIX G Summary of Relevant PRC Laws and Regulations.......................................................................... APPENDIX H Summary of Relevant Thai Laws and Regulations .......................................................................... APPENDIX I Taxation ............................................................................................................................................ APPENDIX J Terms, Conditions and Procedures for Application and Acceptance .............................................. APPENDIX K Report from the Auditors and the Unaudited Proforma Combined Financial Statements of Old Chang Kee Ltd. and its Subsidiary Companies for the Financial Year Ended 31 December 2006 and the Financial Period from 1 January 2007 to 30 June 2007 .................................................................................................... APPENDIX L Key Changes under Catalist Rules ..................................................................................................

123 124 126 128 129

A-1

B-1

C-1

D-1

E-1

F-1

G-1

H-1

I-1

J-1

K-1

L-1

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CORPORATE INFORMATION BOARD OF DIRECTORS : Han Keen Juan (Executive Chairman) Lim Tao-E William (Chief Executive Officer) Choong Buat Ken (Non-Executive Director) Lim Yen Heng (Non-Executive Director) Ong Chin Lin (Lead Independent Director) Wong Chak Weng (Independent Director) Chew Mei Li. CPA 200416190W COMPANY SECRETARY COMPANY REGISTRATION NUMBER REGISTERED OFFICE : : : 2 Woodlands Terrace Singapore 738427 Boardroom Corporate & Advisory Services Pte Ltd 3 Church Street #08-01 Samsung Hub Singapore 049483 Westcomb Capital Pte Ltd 5 Shenton Way #09-07 UIC Building Singapore 068808 Westcomb Securities Pte Ltd 5 Shenton Way #09-08 UIC Building Singapore 068808 Shook Lin & Bok LLP 1 Robinson Road #18-00 AIA Tower Singapore 048542 Hardies Lawyers 45 Ventnor Avenue West Perth WA 6005 Australia Skrine Unit No. 50-8-1. 8th Floor Wisma UOA Damansara 50. Jalan Dungun Damansara Heights 50490 Kuala Lumpur Malaysia Royal Advocates International Limited 2/4 Nai Lert Tower Building 5th Floor. Lumpini Patuwan Bangkok 10330 Thailand SHARE REGISTRAR : MANAGER : UNDERWRITER AND PLACEMENT AGENT : SOLICITORS TO THE INVITATION AND LEGAL ADVISERS TO OUR COMPANY ON SINGAPORE LAW : LEGAL ADVISERS TO OUR COMPANY ON AUSTRALIAN LAW : LEGAL ADVISERS TO OUR COMPANY ON MALAYSIAN LAW : LEGAL ADVISERS TO OUR COMPANY ON THAI LAW : 4 .

com (information contained on this Internet website does not constitute a part of this Prospectus) AUDITORS AND REPORTING ACCOUNTANTS : PRINCIPAL BANKERS : 5 .CORPORATE INFORMATION LEGAL ADVISERS TO OUR COMPANY ON PRC LAW : King & Wood 22/F. Sichuan 610016 PRC Ernst & Young Certified Public Accountants One Raffles Quay North Tower. Level 18 Singapore 048583 Partner-in-charge: Max Loh Khum Whai (a member of the Institute of Certified Public Accountants of Singapore) RECEIVING BANKER : Oversea-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore 049513 Oversea-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore 049513 United Overseas Bank Limited 80 Raffles Place UOB Plaza 1 Singapore 048624 CORPORATE WEBSITE : http://www. The City Tower 86 Section One Renminnanlu Chengdu.oldchangkee.

unless the context otherwise requires. the following definitions apply throughout where the context so admits:- Companies within our Group “Company” or “Old Chang Kee” “Group” “Old Chang Kee Australia” “Old Chang Kee China” : : : : Old Chang Kee Ltd. the accompanying Application Forms and. mergers and takeovers by local and foreign interests Housing and Development Board PT. Ernst & Young Monetary Authority of Singapore Agri-Food & Veterinary Authority of Singapore Sponsor-supervised board The Central Depository (Pte) Limited Foreign Investment Committee.. Bhd. the instructions appearing on the screens of the ATMs of Participating Banks or the IB websites of the relevant Participating Banks. Other Companies. Old Chang Kee (Thailand) Co.. Old Chang Kee Ina Westcomb Securities Pte Ltd “HDB” “Indonesian Franchisee” “Placement Agent” or “Underwriter” “Manager” “MUIS” : : : : : Westcomb Capital Pte Ltd Majlis Ugama Islam Singapura (also known as the Islamic Religious Council of Singapore) National Environment Agency “NEA” : 6 . Ltd. Ltd. inter alia.DEFINITIONS In this Prospectus. Organisations and Agencies “1901 Singapore” “Auditors” “Authority” “AVA” “Catalist” “CDP” or “Depository” “FIC” : : : : : : : 1901 Singapore Pte. the acquisition of assets. Ltd. Our Company and its subsidiaries Old Chang Kee Australia Pty Ltd Ten & Han Food Management (Chengdu) Co. which regulates. under Malaysia’s Prime Minister’s Department. “Ten & Han” Associated Companies “Old Chang Kee Malaysia” “Old Chang Kee Thailand” : Ten & Han Trading Pte Ltd : : Old Chang Kee (M) Sdn. in relation to the Electronic Applications.

Oversea-Chinese Banking Corporation Limited SGX-ST Dealing and Automated Quotation System Singapore Exchange Securities Trading Limited Boardroom Corporate & Advisory Services Pte Ltd Asian Appraisal Company Pte Ltd “Philippines Franchisee” “Pure Options” “Receiving Banker” “SGX-SESDAQ” “SGX-ST” “Share Registrar” “Valuer” General “Application Forms” : : : : : : : : The printed application forms to be used for the purpose of the Invitation and which form part of this Prospectus The list of applications for the subscription of the New Shares The articles of association of our Company (a) in relation to an entity. or a subsidiary. or an associated entity.DEFINITIONS “Participating Banks” : DBS Bank Ltd (including POSB) (“DBS Bank”). its related corporation. a Controlling Shareholder of the entity. Pure Options Pte. and 7 . an associated company. Controlling Shareholder. a subsidiary. as the case may be. Ltd. a subsidiary entity. Oversea-Chinese Banking Corporation Limited (“OCBC”) and United Overseas Bank Limited and its subsidiary. Far Eastern Bank Limited (the “UOB Group”) OCK Food Chain Philippines. means:(i) in a case where the entity is a Substantial Shareholder. “Application List” “Articles of Association” “Associate” : : : (ii) (cc) (dd) (ee) of the entity. a controlling interest-holder of the entity. or in any other case:(aa) (bb) a director or an equivalent person. associated company or associated entity. where the entity is a corporation. related entity. Inc. or an associated entity. substantial interest-holder or controlling interest-holder. of the Controlling Shareholder or controlling interestholder. where the entity is not a corporation. a subsidiary entity. an associated company.

(ii) (iii) (iv) (v) a direct interest in voting shares of not less than 20% but not more than 50% of the total votes attached to all voting shares in the corporation. or where the trust is a discretionary trust. (ii) (iii) 8 .DEFINITIONS (b) in relation to an individual. means:(i) (ii) his immediate family. the policies of which:(i) the entity or one or more of its subsidiaries or subsidiary entities. or one or more of the subsidiaries of the entity and one or more of the subsidiary entities of the entity together have. the entity and one or more of its subsidiary entities together have. or (iii) any corporation in which he and his immediate family (whether directly or indirectly) have interests in voting shares of an aggregate of not less than 30% of the total votes attached to all voting shares “Associated Company” : in relation to an entity. one or more of its subsidiaries and one or more of its subsidiary entities together have. the entity. other than a subsidiary of the entity. or (b) any corporation. a trustee of any trust of which the individual or any member of the individual’s immediate family is. a discretionary object. the entity together with one or more of its subsidiaries. the entity and one or more of its subsidiaries together have. the entity together with one or more of its subsidiaries and one or more of its subsidiary entities. when the trustee acts in that capacity. (aa) (bb) a beneficiary. other than a subsidiary of the entity or a corporation which is an associated company of the entity by virtue of paragraph (a). in which:(i) the entity or one or more of its subsidiaries or subsidiary entities has. means:(a) any corporation.

(v) is or are able to control or influence materially “ATM” “ATM Application” : : Automated teller machine of a Participating Bank An application for the Offer Shares made through an ATM. supplemented or modified from time to time In relation to a corporation. including but not limited to a unified database. subject to and on the terms and conditions of this Prospectus The audit committee of our Company as at the date of this Prospectus The board of Directors of our Company Has the same meaning as in Section 2 of the Business Trusts Act (Chapter 31A) of Singapore. a type of system which uses multiple components of computer software and hardware. supplemented or modified from time to time Chief executive officer Companies Act (Chapter 50) of Singapore. or in fact exercises control over the corporation “Audit Committee” : “Board” “business trust” : : “CEO” “Companies Act” : : “Controlling Shareholder” : (b) “CPF” “Directors” “Electronic Application” “EPS” “ERP” : : : : : The Central Provident Fund The directors of our Company as at the date of this Prospectus An ATM Application or an IB Application Earnings per Share Enterprise Resource Planning. means a person who:(a) holds directly or indirectly interest in the voting shares of the corporation and where the total votes attached to such shares are 15% or more of the aggregate of the votes attached to all the voting shares in the corporation. as amended. or one or more of the subsidiaries of the entity together with one or more of the subsidiary entities of the entity. who are also key executives as defined under the Securities and Futures Act (Offers of Investment) (Shares and Debentures) Regulations 2005 “Executive Directors” “Executive Officers” : : 9 .DEFINITIONS (iv) the entity together with one or more of its subsidiary entities. to integrate all data and processes of an organisation The executive Directors of our Company The executive officers of our Group as at the date of this Prospectus. as amended.

as the case may be.000. processing.000 new Shares for which our Company invites applications to subscribe pursuant to the Invitation.DEFINITIONS “F&B” “FIE” “FP” “FY” “HACCP” : : : : : Food and beverage Foreign Investment Enterprise Financial period from 1 January to 30 June Financial year ended or. as amended. being the latest practicable date prior to the lodgment of this Prospectus with the Authority Listing manual of the SGX-ST. a scientific. subject to and on the terms and conditions of this Prospectus The non-executive Directors (including Independent Directors) of our Company The nominating committee of our Company as at the date of this Prospectus The offer by our Company of the Offer Shares to the public in Singapore for subscription at the Issue Price. rational and systematic approach to identify. manufacturing. subject to and on the terms and conditions of this Prospectus “Halal” : “IB” “IB Application” : : “Independent Directors” “Invitation” : : “IPO” “Issue Price” “Latest Practicable Date” : : : “Listing Manual” : “Market Day” “MRT” “NAV” “New Shares” : : : : “Non-Executive Directors” : “Nominating Committee” : “Offer” : 10 . lard or other elements of impurities as defined under Islamic law Internet banking An application for the Offer Shares made through an IB website of one of the relevant Participating Banks. subject to and on the terms and conditions of this Prospectus Initial public offering S$0. supplemented or modified from time to time A day on which the SGX-ST is open for trading in securities Mass rapid transit Net asset value The 25. preparation and use of food to ensure that food is safe for consumption Contains no pork. ending 31 December Hazard Analysis and Critical Control Point. assess and control hazards during production.20 for each New Share 12 November 2007. subject to and on the terms and conditions of this Prospectus The independent Directors of our Company The invitation by our Company to the public to subscribe for the New Shares.

DEFINITIONS “Offer Shares” “period under review” “Placement” or “Placement Tranche” : : : The 1. FY2005. in relation to such Shares. FP2007 and the period between 1 July 2007 to the Latest Practicable Date The remuneration committee of our Company as at the date of this Prospectus The 1. excluding Hong Kong Special Administrative Region of PRC (“Hong Kong”). as amended.500. FY2006. management.000 Placement Shares reserved for our Non-Executive Directors. supplemented or modified from time to time The service agreements entered into between our Company and our Executive Directors.000 New Shares which are the subject of the Placement (including the Reserved Shares) People’s Republic of China. mean the Depositors whose Securities Accounts are credited with Shares The sub-division of each Share into 12 Shares as described in the section entitled “Share Capital” of this Prospectus “Placement Shares” : “PRC” : “Prospectus” : “Relevant Period” : “Remuneration Committee” : “Reserved Shares” : “Restructuring Exercise” : “retail outlets” “Securities Account” : : “Securities and Futures Act” : “Service Agreements” : “Shares” “Shareholders” : : “Sub-division of Shares” : 11 . FY2006 and FP2007 The placement by the Placement Agent of the Placement Shares on behalf of our Company for subscription at the Issue Price. subject to and on the terms and conditions of this Prospectus The 24.000 New Shares which are the subject of the Offer FY2004. FY2005. employees. as described in the section entitled “Service Agreements” of this Prospectus Ordinary shares in the capital of our Company Registered holders of Shares.000. business associates and those who have contributed to the success of our Group The restructuring exercise undertaken by our Group as described in the section entitled “Restructuring Exercise” of this Prospectus Retail shops and kiosks set up by our Group Securities account maintained by a Depositor with CDP but does not include a securities sub-account Securities and Futures Act (Chapter 289) of Singapore. except where the registered holder is CDP. the term “Shareholders” shall. Macau Special Administrative Region of PRC (“Macau”) and the Republic of China for the purposes of this Prospectus and for geographical reference only This Prospectus dated 4 January 2008 issued by our Company in respect of the Invitation FY2004.000.

” : : : : : : : : : Australian dollars Malaysian Ringgit PRC Renminbi Singapore dollars and cents. unless otherwise stated. as the case may be. respectively Thai Baht United States dollars Square feet Per centum or percentage Any reference to “our”. “us”. include the plural and vice versa and words importing the masculine gender shall. “subsidiary”. while the terms “associated entity”. the Application Forms or the Electronic Applications shall be a reference to Singapore time or dates respectively. Units and Others “AUD” or “A$” “RM” or “MYR” “RMB” “S$” and “cents” “THB” “US$” or “USD” “sq ft” “%” or “per cent. where applicable. our Group or any member of our Group as the context requires. “ourselves”. the Application Forms or the Electronic Applications to Shares being allotted to an applicant includes allotment to CDP for the account of that applicant. and where the total votes attached to such shares are not less than 5% of the total votes attached to all the voting shares of the corporation Lim Tao-E William “William Lim” Currencies. “related entity”. Any word defined in the Companies Act. the Application Forms or the Electronic Applications to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. “related corporation”. “we” or other grammatical variations thereof in this Prospectus is a reference to our Company. “subsidiary entity” and “substantial interest-holder” shall have the same meanings ascribed to them respectively in Paragraph 1 of the Fourth Schedule of the Securities and Futures Act (Offers of Investments) (Shares and Debentures) Regulations 2005. Any reference in this Prospectus. “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. “controlling interest-holder”. Any reference to a time of day or dates in this Prospectus. or the Listing Manual. The term “entity” shall have the same meaning ascribed to it in Section 2 of the Securities and Futures Act. where applicable. have the meaning assigned to it under the Companies Act. Words importing the singular shall. the Securities and Futures Act or such statutory modification. The terms “Depositor”. include the feminine and neuter genders and vice versa. the Securities and Futures Act or any statutory modification thereof or the Listing Manual and used in this Prospectus. Any reference in this Prospectus. References to persons shall include corporations.DEFINITIONS “Substantial Shareholder” : A person who has an interest in voting shares of a corporation. where applicable. 12 . the Application Forms and Electronic Applications shall.

Accordingly. figures shown in totals in certain tables may not be an arithmetic aggregation of the figures which precede them. Any discrepancies in the tables included in this Prospectus between the listed amounts and the totals thereof are due to rounding. These names can be identified by the Chinese characters indicated beside the English names. 13 . may not have been registered with the relevant PRC authorities and should not be construed as representations that the English names actually represent the Chinese characters. Such translations which are provided solely for the convenience of investors.DEFINITIONS Certain names with Chinese characters have been translated into English names.

if after this Prospectus is registered by the Authority but before the close of the Invitation. the Company. considered the merits of the Shares or the New Shares. all our Shares already issued and the New Shares. as the case may be. and you will not have any claim whatsoever against us. if it had arisen before this Prospectus was lodged. the Underwriter or the Placement Agent. (c) that is materially adverse from the point of view of an investor. without interest or any share of revenue or other benefit arising therefrom. permission being granted by the SGX-ST to deal in. opinions expressed or reports contained in this Prospectus. A copy of this Prospectus has been lodged with and registered by the Authority. and provide you with an option to withdraw your application. and for quotation of. inter alia. We are subject to the provisions of the Securities and Futures Act and the Listing Manual regarding corporate disclosure. being offered for investment. Admission to the Official List of the Catalist is not to be taken as an indication of the merits of the Invitation. our Company shall either:(i) within seven days from the date of lodgment of the supplementary or replacement prospectus give you the supplementary or replacement prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act. Where prior to the lodgment of the supplementary or replacement prospectus. its subsidiaries. all of our existing issued Shares and the New Shares. we may lodge a supplementary or replacement prospectus with the Authority pursuant to Section 241 of the Securities and Futures Act. as the case may be. Our acceptance of applications for the New Shares will be conditional upon. If such permission is not granted for any reason. The SGX-ST assumes no responsibility for the correctness of any of the statements made. and:(a) where the New Shares have not been issued to you. applications have been made under this Prospectus to subscribe for the New Shares. No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. We have made an application to the SGX-ST for permission to deal in. we become aware of:(a) (b) a false or misleading statement or matter in this Prospectus. In particular. Such permission will be granted when our Company has been admitted to the Official List of the Catalist. and for quotation of. or any other legal or regulatory requirements. monies paid in respect of any application accepted will be returned to you at your own risk. the Shares or the New Shares. The Authority has not. or a new circumstance that has arisen since this Prospectus was lodged with the Authority which would have been required by Section 243 of the Securities and Futures Act to be included in this Prospectus. or 14 . have been complied with.DETAILS OF THE INVITATION LISTING ON THE CATALIST As part of the transitional arrangement announced by the SGX-ST on 26 November 2007. The Company has submitted its listing application under the listing rules of SGX-SESDAQ and the SGX-ST has reviewed the application based on the SGXSESDAQ framework and listing rules. in any way. The Authority assumes no responsibility for the contents of this Prospectus. an omission from this Prospectus of any information that should have been included in it under Section 243 of the Securities and Futures Act. the Company has been approved to be listed on the Catalist. the Manager.

and provide you with an option to return to our Company the New Shares which you do not wish to retain title in. within 14 days from the date of lodgment of the supplementary or replacement prospectus. within seven days from the receipt of such notification and documents. if any. then:(a) where the New Shares have not been issued to you.DETAILS OF THE INVITATION (ii) treat the applications as withdrawn and cancelled. purporting to be evidence of title to those Shares. within 14 days from the date of the Stop Order. you shall. pay to you all monies paid by you for those New Shares. or (iii) does not. in which case the issue shall be deemed void and our Company shall. as the case may be. return to you all monies which you have paid on account of your application for the New Shares. within seven days from the date of lodgment of the supplementary or replacement prospectus. our Company shall either:(i) within seven days from the date of lodgment of the supplementary or replacement prospectus give you the supplementary or replacement prospectus. within 14 days from the date of the Stop Order. (ii) If you wish to exercise your option under paragraph (a)(i) above to withdraw your application in respect of the New Shares. return to you all monies which you have paid on account of your application for the New Shares. Such circumstances will include a situation where this Prospectus (i) contains a statement or matter. pay to you all monies which you have paid on account of your application for the New Shares. the Securities and Futures Act provides that the issue of the New Shares shall be deemed to be void. without interest or any share of revenue or other benefit arising therefrom and at your own risk. whereupon our Company shall. is false or misleading. and our Company is required. without interest or any share of revenue or other benefit arising therefrom and at your own risk. (ii) omits any information that should be included in accordance with the Securities and Futures Act. which in the opinion of the Authority. whereupon our Company shall. within 14 days from the date of lodgment of the supplementary or replacement prospectus. (b) 15 . in which case your application shall be deemed to have been withdrawn and cancelled and our Company shall. in the opinion of the Authority. be allotted or issued. and our Company shall. your application for the New Shares shall be deemed to have been withdrawn and cancelled. In the event that the Authority issues a Stop Order and applications to subscribe for the New Shares have been made prior to the Stop Order. or (b) where the New Shares have been issued to you. or treat the issue of the New Shares as void. without interest or any share of revenue or other benefit arising therefrom and at your own risk. without interest or any share of revenue or other benefit arising therefrom and at your own risk. you shall. comply with the requirements of the Securities and Futures Act. within seven days from the date of lodgment of the supplementary or replacement prospectus. the Authority may. directing that no New Share or no further Share to which this Prospectus relates. to our Company. within seven days from the receipt of such notification. If you wish to exercise your option under paragraph (b)(i) above to return the New Shares issued to you. pay to you all monies paid by you on account of your application for such New Shares. Under the Securities and Futures Act. to pay to you all monies which you have paid on account of your application for the New Shares. in certain circumstances issue a stop order pursuant to Section 242 of the Securities and Futures Act (the “Stop Order”) to our Company. or where the New Shares have been issued to you. without interest or any share of revenue or other benefit arising therefrom and at your own risk. notify our Company of this. notify our Company of this and return all documents. if any. without interest or any share of revenue or other benefit arising therefrom and at your own risk.

This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon by any persons other than yourself in connection with your application for the New Shares or for any other purpose. and you will not have any claims against our Company. shall be deemed to have notice of such changes. upon release of such announcement and/or documents. members of the SGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on the SGX-ST website http://www. the Underwriter.mas. that to the best of their knowledge and belief. You should take note of any such announcement and/or documents issued by us in compliance with the Securities and Futures Act and. the Manager. tax or other professional adviser regarding an investment in our Shares. the facts stated and the opinions expressed in this Prospectus are fair and accurate in all material respects as at the date of this Prospectus and that there are no material facts the omission of which would make any statements in this Prospectus misleading. and if required. or may be relied upon as. Save as expressly stated in this Prospectus. Copies of this Prospectus and the Application Forms may be obtained on request. the Placement Agent or the Underwriter.sgx. nothing herein is. constitute a continuing representation or create any suggestion or implication that there has been no change in the affairs of our Company or our Group or in any statement of fact or information contained in this Prospectus since the date of this Prospectus. we may make an announcement of the same to the SGX-ST and the public. No person has been or is authorised to give any information or to make any representation not contained in this Prospectus in connection with the Invitation and. if given or made. under any circumstances. invitation or solicitation is unauthorised or unlawful nor does it constitute an offer or invitation or solicitation to any person to whom it is unlawful to make such an offer or invitation or solicitation.com and the Authority’s OPERA website at http://masnet. during office hours from:Westcomb Securities Pte Ltd 5 Shenton Way #09-08 UIC Building Singapore 068808 and from members of the Association of Banks in Singapore. No information in this Prospectus should be considered to be business. financial. the Manager.nsf. 16 . Neither our Company. and that this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Group.sg/opera/sdrprosp. You should consult your own legal.DETAILS OF THE INVITATION In each of the above instances where monies are refunded to you. lodge a supplementary document or replacement document pursuant to Section 241 of the Securities and Futures Act and take immediate steps to comply with Section 241 of the Securities and Futures Act. it shall be paid to you without interest or any share of revenue or other benefit arising therefrom and at your own risk. This Prospectus has been reviewed and approved by our Directors and they individually and collectively accept full responsibility for the accuracy of the information given in this Prospectus and confirm. a promise or representation as to our future performance or policies. the Placement Agent nor any other party involved in the Invitation is making any representation to any person regarding the legality of an investment in our Shares by such person under any investment or other laws or regulations. This Prospectus does not constitute an offer or invitation or solicitation to subscribe for the New Shares in any jurisdiction in which such offer.gov. legal or tax advice regarding an investment in our Shares. having made all reasonable enquiries. the Placement Agent or the Underwriter. such information or representation must not be relied upon as having been authorised by us. Neither the delivery of this Prospectus and the Application Forms nor the Invitation shall. subject to availability. Where such changes occur. the Manager.

DETAILS OF THE INVITATION The Application List will open at 10. including the decision to permit trading on a “ready” basis and the commencement date of such trading. decide.com. the date of admission of our Company to the Official List of the Catalist will be 16 January 2008. Details of the procedures for application for the New Shares are set out in Appendix J of this Prospectus. in their absolute discretion decide. 21 January 2008 The above timetable is only indicative as it assumes that the closing of the Application List takes place on 14 January 2008. (ii) Results of the Invitation including the allotment of the New Shares and balloting (in the event of an oversubscription for the Offer Shares) will be provided through the channels in (i) and (ii) above. have been allotted or are otherwise beneficially entitled to. In the event of any changes in the closure of the Application List or the time period during which the Invitation is open. 12.00 noon 15 January 2008 Event Opening of Invitation Close of Application List Balloting of applications. The above timetable and procedure may be subject to such modifications as the SGX-ST may. INDICATIVE TIMETABLE FOR LISTING The indicative timetable is set out below for your reference:Indicative date/time 5 January 2008. subject to any limitations under all applicable laws. All persons trading in our Shares before their Securities Accounts with CDP are credited with the relevant number of Shares will do so at the risk of selling Shares which neither they nor their nominees. the Application List will remain open for at least 14 days after the lodgment of the supplementary document or replacement document.00 noon on the same day or such other period or periods as our Company may.m.sgx. The commencement of trading on a “ready” basis will be entirely at the discretion of the SGX-ST. in its discretion. 16 January 2008. 14 January 2008. the SGX-ST’s shareholding spread requirement will be complied with and the New Shares will be issued and fully paid-up prior to 16 January 2008. we will publicly announce the same:(i) through a SGXNET announcement to be posted on the Internet at the SGX-ST website http://www. 17 .00 a.00 a. In the event a supplementary document or replacement document is lodged with the Authority. The actual date on which our Shares will commence trading on a “ready” basis will be announced when it is confirmed by the SGX-ST.m. in consultation with the Manager.com) or the newspapers. and in a local English newspaper. as the case may be. on 14 January 2008 and will remain open until 12.sgx. 9.m. 10. if necessary (in the event of an over-subscription for the Offer Shares) Commence trading on a “ready” basis Settlement date for all trades done on a “ready” basis. or check with their brokers on the date on which trading on a “ready” basis will commence. Investors should consult the SGX-ST announcement on the “ready” listing date on the Internet (at the SGX-ST website http://www.00 a.

circulars and corporate actions) before release. comply with any conditions imposed by the SGX-ST. Our Company must meet the following requirements by the Transition Date:(a) (b) (c) submit an undertaking to. our Company must continue to comply with the SGXSESDAQ rules. comply with the Catalist Rules to the SGX-ST. Our Company may be delisted if we fail to comply with the above requirements by the Transition Date. authorised to undertake activities set out in Catalist Rule 225 in preparing a listing applicant for admission or advising an existing issuer in a very substantial acquisition or reverse takeover as well as activities set out in Catalist Rule 226 in advising an existing issuer on compliance with the continuing obligations under the Catalist Rules. As our Company will be listed after 17 December 2007. A key feature of Catalist is that intermediaries (“Sponsors”) will be authorised by the SGX-ST to act as either:(a) a full Sponsor. 18 . At least 12 months’ notice will be given and the SGX-ST may impose conditions. resolutions contained in notices of meetings. the SGX-ST has stated that notwithstanding that our Company meets the Mainboard requirements at the time of listing. Please refer to the “Key Changes Under Catalist Rules” in Appendix L of this Prospectus for information on the key changes which will affect our Company upon the Catalist Rules coming into effect.REPLACEMENT OF SGX-SESDAQ BY CATALIST As announced by the SGX-ST on 26 November 2007. or a continuing Sponsor. (d) Until the above requirements have been met. it will be listed on Catalist. informing that our Company is conditionally eligible for listing on the SGX-SESDAQ. In its letter dated 16 November 2007. The SGX-ST will publish a date (“Transition Date”) from which our Company and all existing SGX-SESDAQ issuers are required to comply with the listing rules of Catalist (the “Catalist Rules”). The Sponsor will review all documents to be released by us on Catalist to Shareholders or to the market (including announcements. we must retain a Sponsor at all times or face delisting. the SGX-SESDAQ will be replaced by a sponsorsupervised board named Catalist on 17 December 2007. (b) With effect from the day from which we shall comply with the Catalist Rules. it will only be considered for a transfer to the Mainboard if it records substantially higher profits for each of the financial years ending 31 December 2007 and 2008. announce our intention to the market giving no less than one month’s notice. to ensure that our Company complies with the Catalist Rules and makes the appropriate disclosures. including the name of our Sponsor (as defined below) and the date from which we will comply with the Catalist Rules as agreed with the SGX-ST. authorised to undertake activities set out in Catalist Rule 226 in advising an existing issuer on compliance with the continuing obligations under the Catalist Rules. and send a copy of the announcement to each Shareholder on our register at the date of the announcement. inter alia.

The Placement comprises a placement of 22. employees and business associates as well as those who have contributed to our success with an opportunity to participate in the equity of our Company. The Offer comprises an invitation by our Company to the public in Singapore to subscribe for 1. subject to and on the terms and conditions of this Prospectus. or in the event of an under-subscription for the Placement Shares.000 Reserved Shares (which form part of the Placement Shares) will be reserved for our Non-Executive Directors.500.THE INVITATION Invitation Size : 25. 1. management.000.500. The purpose of the Invitation is to secure admission of our Company to the Official List of the Catalist. subject to and on the terms and conditions of this Prospectus.000 Placement Shares by way of Placement Shares Application Forms and 1.20 for each New Share. the Non-Executive Directors.000 New Shares which will. and for quotation of.000. subject to admission of our Company to the Official List of the Catalist and permission for dealing in. to satisfy applications made by members of the public for the Offer Shares. upon allotment and issue. Issue Price Purpose of the Invitation : : The Offer : The Placement : Reserved Shares : Listing Status : Risk Factors : 19 .500. S$0. Our Shares will be quoted in Singapore dollars on the Official List of the Catalist. management. our Shares and the New Shares being granted by the SGX-ST. they will be made available to satisfy applications for the Placement Shares. Investing in our Shares involves risks which are described in the section entitled “Risk Factors” of this Prospectus. rank pari passu in all respects with our existing issued Shares. employees.000 Reserved Shares by way of Reserved Shares Application Forms. Our Directors consider that the listing of our Company and the quotation of the Shares and the New Shares on the Official List of the Catalist will enhance the public image of our Group locally and overseas and enable us to tap the capital markets to fund the expansion of our operations and enlarge our capital base for the continued expansion of our business. In the event that any of the Reserved Shares are not taken up. business associates and others who have contributed to the success of our Group.000 Offer Shares at the Issue Price. The Invitation will also provide members of the public.

000 1. no minimum amount must be raised from the issue of the New Shares. In the opinion of our Directors. joint ventures and franchises Working capital purposes Estimated amount (S$’000) 1. 20 .6 Invitation expenses (i) (ii) (iii) (iv) TOTAL Initial listing and processing fees Professional fees Underwriting commission. the net proceeds may be added to our Group’s working capital. placed as deposits with banks or financial institutions. acquisitions. or used for investment in short-term deposits.0 100.3 million.0 16.000 500 830 20.0 Note:(1) Please refer to the section entitled “Management. placement commission and brokerage (1) Miscellaneous expenses 70 1.4 22.USE OF PROCEEDS FROM THE INVITATION AND EXPENSES INCURRED Net proceeds from the issue of the New Shares The net proceeds attributable to our Company from the issue of the New Shares (after deducting the estimated expenses in relation to the issue of the New Shares of approximately S$1.000 1. Underwriting and Placement Arrangements” of this Prospectus for more details.0 3. The allocation of each principal intended use of proceeds and the major expenses are set out below:Amount allocated for each dollar of the proceeds raised by our Company from the Invitation (as a % of the gross proceeds) Purpose Use of proceeds (i) (ii) (iii) (iv) Expand our overseas operations Increase and refurbish our Singapore retail outlets Expansion through strategic alliances. Please refer to the section entitled “Prospects and Future Plans” of this Prospectus for more information on our use of proceeds.0 7. as our Directors may deem fit in their absolute discretion.100 150 350 5. money market instruments or debt instruments.0 10. Pending deployment of the net proceeds from the issue of the New Shares as aforesaid.0 20.7 million to be borne by our Company) will be approximately S$3.

The Manager will receive a management fee from our Company for its services rendered in connection with the Invitation as the Manager. or any occurrence of certain specified events which comes to the knowledge of the Manager or the Underwriter. or any introduction or prospective introduction of or any change or prospective change in any legislation. our Company appointed the Manager. without limitation. since the date of the Management and Underwriting Agreement and prior to or on the close of the Application List:(a) (b) any breach of the warranties or undertakings in the Management and Underwriting Agreement. notice. the Underwriter agreed to underwrite the subscription of the Offer Shares on the terms and conditions therein. policy.0% of the Issue Price as well as applicable stamp duties and goods and services tax to the Placement Agent.75% of the aggregate Issue Price for the total number of Offer Shares successfully subscribed and the total number of Placement Shares successfully applied to satisfy excess applications for Offer Shares. the SGX-ST or any other authority in Singapore) or in the interpretation or application thereof by any court. our Company agreed to pay to the Placement Agent a placement commission of 3. national or international financial (including stock market. in the condition (financial or otherwise) of our Company or of our Group as a whole. taxation or exchange controls. regulation. industrial. notice or request issued by the Authority. including any portion of the Placement Shares which have been applied to satisfy excess applications for Offer Shares. including any portion of the Offer Shares which have been applied to satisfy excess applications for Placement Shares. any directive. to manage the Invitation. at the rate of 0. economic. or (c) (d) (e) 21 . government body. Pursuant to the Management and Underwriting Agreement. and our Company agreed to pay the Underwriter an underwriting commission of 2. members of the SGX-ST. the Securities Industry Council of Singapore. or any change. inter-bank market or interest rates or money market).25% of the Issue Price for each Offer Share. Payment of the placement commission shall be made whether or not any allotment of the Placement Shares is made to the Placement Agent or its nominees. or any development involving a prospective change or any crisis in local. If there shall have been. Payment of the underwriting commission shall be made whether or not any allotment of the Offer Shares is made to the Underwriter or its nominees. the Placement Agent agreed to subscribe for and/or procure subscribers for the Placement Shares at the Issue Price. rule. guideline or directive (whether or not having the force of law and including. or any development involving a prospective adverse change. UNDERWRITING AND PLACEMENT ARRANGEMENTS Pursuant to a management and underwriting agreement dated 4 January 2008 (the “Management and Underwriting Agreement”). In addition. or any adverse change. foreign exchange market. order.0% of the aggregate Issue Price for the total number of Placement Shares successfully subscribed and the total number of Offer Shares successfully applied to satisfy excess applications for Placement Shares. In consideration of the agreement of the Placement Agent to subscribe for and/or procure subscribers for the Placement Shares. political. banks and merchant banks in Singapore in respect of accepted applications made on Application Forms bearing their respective stamps. Subscribers of the Placement Shares (excluding the Reserved Shares) may be required to pay a brokerage of up to 1. regulatory authority or other competent authority in Singapore. or to Participating Banks in respect of successful applications made through ATM Applications or IB Applications. Brokerage will be paid by our Company to the Underwriter.MANAGEMENT. legal or monetary conditions.000 that will be paid by our Company. Pursuant to the placement agreement dated 4 January 2008 (the “Placement Agreement”). and the Manager has agreed. DBS Bank levies a minimum brokerage fee of S$5.

inexpedient or not commercially viable or otherwise contrary to or outside the usual commercial customs or practices in Singapore for the Manager or the Underwriter to observe or perform or be obliged to observe or perform the terms of the Management and Underwriting Agreement or the Invitation. the Manager (for itself and for and on behalf of the Underwriter) may at any time prior to the close of the Application List by notice in writing to our Company rescind or terminate the Management and Underwriting Agreement. the Placement Agent shall be entitled to terminate the Placement Agreement. or a new circumstance that has arisen since this Prospectus was lodged with the Authority and would have been required by Section 243 of the Securities and Future Act to be included in the Prospectus if it had arisen before this Prospectus was lodged. there is no material relationship between our Company. 22 . Save as disclosed herein. or the business. on 9 January 2008 (or such other date as may be decided by the Manager). our Company fails and/or neglects to lodge a supplementary or replacement prospectus (as the case may be) if it becomes aware of:(i) (ii) (iii) a false or misleading statement or matter in this Prospectus. (b) that is materially adverse from the point of view of an investor. national or international outbreak or escalation of hostilities. a stop order shall have been issued by the Authority in accordance with Section 242 of the Securities and Futures Act. (g) (h) which has resulted or is in the reasonable opinion of the Manager likely to result in a material adverse fluctuation or adverse conditions in the stock market and/or stock markets overseas or in Singapore. an omission from this Prospectus of any information that should have been included in it under Section 243 of the Securities and Futures Act. The obligations under the Placement Agreement are conditional upon the Management and Underwriting Agreement not being determined or rescinded pursuant to the provisions of the Management and Underwriting Agreement. operations or prospects of our Group being materially and adversely affected. the Placement Agent fails to receive valid subscriptions and payments for at least 90.00 p.MANAGEMENT. or the success of the Invitation being materially prejudiced. trading position. In the event. the Placement Agreement shall be terminated and the parties shall be released from their respective obligations under the Placement Agreement. the Manager. inadvisable.0% of the Placement Shares by 6. or (c) the Shares have not been admitted to the Official List of the Catalist on or before 16 January 2008 (or such other date as our Company and the Manager may agree).m. or any regional or local outbreak of disease that may have an adverse effect on the financial markets. UNDERWRITING AND PLACEMENT ARRANGEMENTS (f) any occurrence or any local. the Placement Agent or the Underwriter. or it becoming impracticable. insurrection or armed conflict (whether or not involving financial markets and including but not limited to any act of terrorism). or at any time after the registration of this Prospectus by the Authority but before the close of the Application List. The Manager or the Underwriter may by notice in writing to our Company terminate the Management and Underwriting Agreement if:(a) at any time up to the commencement of trading of our Shares on the Catalist. In case of the non-fulfilment of any of the conditions in the Management and Underwriting Agreement or the release or discharge of the Manager and/or Underwriter (as the case may be) from their obligations under or pursuant to the Management and Underwriting Agreement. or any other occurrence of any nature whatsoever.

there is no barrier to funds transfers into or out of Australia. dividends. provided the reporting requirements of the Australian Financial Transaction Reports Act 1998 (Cth) are complied with. interest. including the availability of cash and cash equivalents for use by our Group.EXCHANGE CONTROLS Singapore There are no Singapore governmental laws. all persons were exempted from the application of Regulations 6 and 8 of the Australian Banking (Foreign Exchange) Regulations 1959. However under Regulation 38. profits. A general authority was issued on 29 June 1990 (replacing the previous authority issued on 18 December 1984) which provided that any person in Australia may send Australian currency out of Australia and place currency to the credit of a non-resident. Section 15 of the Australian Financial Transaction Reports Act 1998 (Cth) provides that it is an offence not to report to the Australian Transaction Reports Analysis Centre (“AUSTRAC”) or a customs officer a transfer of Australian or foreign currency (coin and paper money). security or goods from the whole or any of the provisions of the Australian Banking (Foreign Exchange) Regulations 1959 (subject to directions from the Treasurer of the Commonwealth of Australia). Regulation 6 provides that a person shall not take or send out of Australia any Australian or foreign currency without the authority of the Reserve Bank of Australia (except for foreign currency obtained by purchase of a money order issued at any post office). which would normally be prohibited by the Australian Banking (Foreign Exchange) Regulations 1959. decrees. Regulation 38A also provides that the Reserve Bank of Australia may issue a general authority authorising a person or all persons to do an act or thing specified in the authority. fees or rental by foreign direct investors or portfolio investors. into or out of Australia. Malaysia There are no restrictions on the repatriation of capital. The remittance of funds is governed by the Australian Banking (Foreign Exchange) Regulations 1959. the State Council of PRC issued the Notice on Further Reform of the Foreign Exchange Control System and on 28 December 1993. (b) Australia With regards to the remittance of cash. the Reserve Bank of Australia may exempt any person.000 or more. Therefore. Regulation 8 provides that a person shall not make any payment in Australia to a person who is not a resident or place any sum in Australia to the credit of such a person without the authority of the Reserve Bank of Australia. PRC Major reforms have been introduced to the foreign exchange control system of PRC since 1993. On 1 October 1993. and the remittance of dividends. interest or other payments to non-resident holders of our Company’s securities. issued the Notice of the PBOC on Further Reform of the Foreign Exchange Control System which came into effect on 1 January 1994. the People’s Bank of China (“PBOC”). regulations or other legislation in force that may affect:(a) the import or export of capital. which are made under the power conferred in Section 39 of the Australian Banking Act 1959 (Cth). in the amount of A$10. transaction. As noted in the Australian Commonwealth Gazette GN 27 dated 11 July 1990. Other new regulations and implementation measures include the Regulations on the 23 .

are required to repatriate their foreign exchange earnings to PRC. the Regulations of the People’s Republic of China on Foreign Exchange Control (“Regulations”) was amended such that the payment in and transfer of foreign exchange for current international transactions will no longer be subject to PRC government control or restrictions. RMB will no longer be pegged to the US$ and the RMB exchange rate regime will be improved with greater flexibility. economic bodies and social organizations in PRC. in the case of capital account item transactions. the National Development and Reform Commission and their respective branches. individuals. all organisations within PRC. Sale and Payments which took effect on 1 July 1996 and which contain detailed provisions regulating the settlement. In relation to FIEs (including sinoforeign equity joint ventures and sino-foreign co-operative enterprises as well as wholly foreign owned enterprises (“WFOE”)). FIEs may (subject to due payment of tax on such dividends) distribute profits to their foreign investors with funds in their foreign exchange bank accounts kept with designated banks. including FIEs. In general. At present. unless otherwise approved by the State Council. which states that from 21 July 2005. sale and purchase of foreign exchange by individuals. except as otherwise provided by PRC regulations. the enterprises may purchase additional foreign exchange from designated foreign exchange banks upon the presentation of the resolutions of the directors on the profit distribution plan of that particular enterprise and other documents as required by the said banks in accordance with applicable PRC laws. The medial price of one foreign currency against RMB is to be set by reference to the US$/RMB and other major foreign currencies trading price on the inter-bank foreign exchange market announced by PBOC upon closing of business on the previous working day. the approval of the SAFE or its local branch is still required before a PRC enterprise may provide any foreign exchange guarantee or make any investment outside of PRC or enter into any other capital account transaction involving the purchase of foreign exchange.EXCHANGE CONTROLS Foreign Exchange Settlement. the PBOC issued the Public Announcement of the PBOC on Improving the Reform of the RMB Exchange Rate Regime. On 14 January 1997. As to a foreign exchange loan. The PBOC publishes the RMB exchange rate against the US$ and other major foreign currencies daily. Should the amount of funds in such foreign exchange bank accounts be insufficient. PRC will reform the exchange rate regime by moving into a managed floating exchange rate regime based on market supply and demand with reference to a basket of currencies. foreign organisations and visitors in PRC and the Regulations of PRC on Foreign Exchange Control which took effect on 1 April 1996 and which contain detailed provisions in relation to foreign exchange control. the previous dual exchange rate system for RMB was abolished and a unified floating exchange rate system based largely on supply and demand was introduced. enterprises. sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business only upon providing valid commercial documents and. they may maintain their recurrent foreign exchange earnings within the highest sum determined by the State Administration of Foreign Exchange (“SAFE”) or its local branch and the part beyond the sum abovementioned shall be sold to the designated foreign exchange banks or be sold through the foreign exchange swap transaction center. import activities and repayment of foreign debts may purchase foreign exchange from designated banks if the application is supported by the relevant documents and governmental approvals/registrations as the case may be. obtaining approval from the SAFE. Under these new regulations which contained detailed provisions regulating the holding. Despite the aforementioned relaxation of foreign exchange control over current account transactions. the enterprises within PRC which require foreign exchange for their ordinary trading and nontrading activities (such as payment of staff remuneration). FIEs are required to effect and complete the foreign exchange loan registration with the SAFE or its local branch and to put the foreign loan concerned on 24 . sale and payment of foreign exchange by enterprises. FIEs may buy. Under the Regulations. the SAFE. which include approvals by the Ministry of Commerce. Capital investments by FIEs outside of PRC are also subject to limitations. On 21 July 2005.

Old Chang Kee Thailand. according to a notice published by the PBOC and the SAFE on 19 September 2001.E. profits. 25 .EXCHANGE CONTROLS record. In the event that our Thai associated company. The Bank of Thailand oversees all foreign exchange transactions. is required to make outward remittances of currency which do not fall within the prescribed categories of transactions. Currency transactions by non-listed companies that fall within prescribed categories of transactions. 2485. investment funds. In addition.000 per year. have to be approved by the Bank of Thailand through its “Authorised Agents”. Nor is the approval required for non-listed companies remitting foreign currencies as investments or loans to subsidiaries (in which the companies sending funds hold at least 10%) for the amount not exceeding US$50. a PRC borrower is allowed to purchase foreign currencies with RMB to prepay onshore foreign exchange loans subject to the approval of the SAFE. such as outward remittances of foreign currencies for the purpose of making overseas investments in shareholding of less than 10% or loans extended to overseas business establishments or paying securities in overseas markets. Thailand Thailand’s exchange controls are established by the Exchange Control Act B. According to the Law of PRC on Sino-Foreign Equity Joint Ventures. However. such as the remittance of dividends. all PRC borrowers of foreign exchange loans are not permitted to purchase foreign currencies with RMB to prepay such borrowings. Commercial banks established in Thailand designated by the Bank of Thailand as its “Authorised Agents” handle and authorise outward remittances of currencies. such remittance shall. loan repayment and interest payment thereon. subject to the payment of all applicable taxes in Thailand. under certain notices promulgated by the PBOC and the SAFE in 1998. 1942 of Thailand. the net profit that the foreign investors obtain from the FIEs may be remitted abroad in accordance with the foreign exchange regulations and in the currency or currencies specified in the contracts concerning the ventures or deposit in the Bank of China part of the foreign exchange which the foreign investors are entitled to remit abroad.000. provided that the requisite documentary evidence shall be furnished to the satisfaction of the remitting commercial bank prior to remittance.000.000 per year. Approval is not required for listed companies remitting foreign currencies if the total amount of remittance does not exceed US$100. are required to be approved by the Bank of Thailand before the remittances of funds can take place. in certain situations.

is payable to the Share Registrar for each share certificate issued and a stamp duty of S$10. Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf of persons who maintain. rather than CDP itself. A fee of S$10.000 Shares is payable upon withdrawing our Shares from the book-entry settlement system and obtaining physical share certificates. An investor may open a direct account with CDP or a subaccount with a CDP agent. The clearing fee.00 for each withdrawal of 1. Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement on CDP on a scripless basis. The CDP agent may be a member company of the SGX-ST. and payment for the securities is generally settled on the following business day. will be treated.20 per S$100. 26 . Such share certificates will.00 and stamp duty of S$20. our Shares will be traded under the book-entry settlement system of the CDP. Persons holding our Shares in Securities Accounts with CDP may withdraw the number of Shares they own from the book-entry settlement system in the form of physical share certificates.00 or such other amount as our Directors may decide.00 per transaction.CLEARANCE AND SETTLEMENT Upon listing and quotation on the Catalist. either directly or through Depository Agents.000 Shares or less and a fee of S$25.00 is also payable where our Shares are withdrawn in the name of the person withdrawing our Shares or S$0.0%. In addition. although they will be prima facie evidence of title and may be transferred in accordance with our Articles of Association. Settlement of trades on a normal “ready” basis on the Catalist generally takes place on the third Market Day following the transaction date. The above fees may be subject to such changes as may be in accordance with CDP’s prevailing policies or the current tax policies that may be in force in Singapore from time to time. bank. and all dealings in and transactions of our Shares through the Catalist will be effected in accordance with the terms and conditions for the operation of Securities Accounts with the CDP.05% of the transaction value subject to a maximum of S$200. as amended from time to time. A Singapore clearing fee for trades in our Shares on the Catalist is payable at the rate of 0. Persons holding physical share certificates who wish to trade on the Catalist must deposit with CDP their share certificates together with the duly executed and stamped instruments of transfer in favour of CDP.00 for each withdrawal of more than 1. a fee of S$2. Transactions in our Shares under the book-entry settlement system will be reflected by the seller’s Securities Account being debited with the number of Shares sold and the buyer’s Securities Account being credited with the number of Shares acquired. CDP holds securities on behalf of investors in Securities Accounts. Persons named as direct securities account holders and Depository Agents in the Depository Register maintained by the CDP. as members of our Company in respect of the number of Shares credited to their respective Securities Accounts.00 is payable upon the deposit of each instrument of transfer with CDP. merchant bank or trust company. No transfer of stamp duty is currently payable for the Shares that are settled on a book-entry basis. A fee of S$10. not be valid for delivery pursuant to trades transacted on the Catalist. however. and have their respective Securities Accounts credited with the number of Shares deposited before they can effect the desired trades. Securities Accounts with CDP.00 or part thereof of the last-transacted price where it is withdrawn in the name of a third party. instrument of transfer deposit fee and share withdrawal fee may be subject to Singapore goods and services tax of 7. under our Articles of Association and the Companies Act.

Pursuant to the terms and conditions contained in the Management and Underwriting Agreement.0% of the Issue Price) as well as applicable stamp duties and goods and services tax of 7. The Placement Agent may. appoint one or more sub-placement agents for the Placement Shares. on 9 January 2008 (or such other date as may be decided by the Manager).PLAN OF DISTRIBUTION This section should be read in conjunction with. the Placement Agent fails to receive valid subscriptions and payments for at least 90. In the event of an under-subscription for the Placement Shares as at the close of the Application List. In order to ensure a reasonable spread of Shareholders.0% to the Placement Agent. (2) Application for Placement Shares (excluding Reserved Shares) Pursuant to the terms and conditions in the Placement Agreement. the Placement Agent agreed to subscribe for and/or procure subscribers for the Placement Shares.0% of the Placement Shares by 6.000 Shares. at its absolute discretion. 27 . and is qualified in its entirety by reference to Appendix J of this Prospectus.00 p. the Placement Agent shall be entitled to terminate the Placement Agreement. we have the absolute discretion to prescribe a limit to the number of New Shares to be allotted to any single applicant and/or to allot New Shares above or under such prescribed limit as we shall deem fit. In the event of an under-subscription for the Offer Shares at the close of the Application List. prevailing market conditions and the estimated market demand for our Shares through a book-building process. The Underwriter may. In the event of an over-subscription for the Offer Shares at the close of the Application List and the Placement Shares are fully subscribed or over-subscribed as at the close of the Application List. the Placement Agent and the Underwriter. The terms and conditions and procedures for application are described in Appendix J of this Prospectus.m. Subscribers of the Placement Shares (excluding the Reserved Shares) may be required to pay a brokerage (and if so required. the successful applications for Offer Shares will be determined by ballot or otherwise as determined by our Directors and approved by the SGX-ST. appoint one or more sub-underwriters for the Offer Shares. Applications for the New Shares You may apply to subscribe for any number of New Shares in integral multiples of 1. the Underwriter has agreed to underwrite the Offer Shares. that number of Placement Shares not subscribed for shall be made available to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of the Application List. such brokerage will be up to 1. The Issue Price is the same for all New Shares and is payable in full on application. at its absolute discretion. Applications for the New Shares may be made using the following methods:(1) Application for Offer Shares The Offer Shares are made available to the members of the public in Singapore for subscription at the Issue Price. inter alia. In the event. after taking into consideration. the number of Offer Shares not subscribed for shall be made available to satisfy applications for the Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of the Application List. The Issue Price was determined by us in consultation with the Manager.

Application for the Placement Shares (other than Reserved Shares) under the Placement Tranche may only be made by way of Placement Shares Application Forms. business associates and others who have contributed to the success of our Group at the Issue Price. Such separate applications will be deemed to be multiple applications and all applications shall be rejected. 28 . they will be made available to satisfy applications for the Placement Shares to the extent that there is an oversubscription for the Placement Shares as at the close of the Application List. An applicant who applies for the Placement Shares (other than Reserved Shares) must complete a Placement Shares Application Form. Placement Shares (other than Reserved Shares) or both Offer Shares and Placement Shares (other than Reserved Shares). If you have made an application for Reserved Shares. or ATM Application. employees. we have reserved 1. Offer Shares Application Form. management. or in the event of an under-subscription of the Placement Shares as at the close of the Application List. ALL YOUR APPLICATIONS SHALL BE DEEMED TO BE MULTIPLE APPLICATIONS AND SHALL BE REJECTED. You (not being an approved nominee company in this paragraph) are allowed to submit ONLY ONE application in your own name for:(a) the Offer Shares by any one of the following:(i) (ii) (iii) OR (b) the Placement Shares (other than Reserved Shares) by Placement Shares Application Form. If you submit or procure submissions of multiple share applications for Offer Shares. Such applications shall not be treated as multiple applications. (3) Reserved Shares To recognise their contributions to our Group.500. and shall not make any separate application for the Placement Shares using another Placement Shares Application Form or for the Offer Shares (either using an Offer Shares Application Form or by way of an ATM Application or IB Application). In the event that any of the Reserved Shares are not subscribed for. or IB Application.000 Placement Shares for subscription by our Non-Executive Directors. you may submit ONE application for Offer Shares OR ONE application for Placement Shares (other than Reserved Shares) provided that you adhere to the terms and conditions of this Prospectus.PLAN OF DISTRIBUTION Application for Placement Shares (other than Reserved Shares) The Placement Shares (other than Reserved Shares) are reserved for placement to members of the public and institutional investors in Singapore. These Reserved Shares (other than those subscribed for by our Non-Executive Directors) are not subject to any moratorium and may be disposed of after the admission of our Company to the Official List of the Catalist. to satisfy applications made by members of the public for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of the Application List.

In the event that any of our Directors or Substantial Shareholders or their Associates subscribes for any New Shares. No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. we are not aware of any person who intends to subscribe for more than 5. 29 . we will announce the details of such subscription.0% of the New Shares. through a book-building process to assess market demand for our Shares. However.PLAN OF DISTRIBUTION Subscription of the New Shares None of our Directors (other than our Non-Executive Directors) or Substantial Shareholders or their Associates intends to subscribe for the New Shares. The final allotment of the New Shares will be in accordance with the shareholding spread and distribution guidelines as set out in Rule 210 of the Listing Manual.0% of the New Shares. To the best of our knowledge. there may be person(s) indicating interest to subscribe for more than 5.

if it has arisen before this Prospectus was lodged and that is materially adverse from the point of view of an investor. the Manager. “should”. other expected industry trends and other matters discussed in this Prospectus regarding matters that are not historic facts. even if new information becomes available or other events occur in the future. social and economic conditions and regulatory environment in Singapore. Neither our Company. These forward-looking statements involve known and unknown risks. “believe”. their respective advisers nor any other person represents or warrants that our Group’s actual future results. future plans. performance or achievements expected. undue reliance must not be placed on these statements. “probable”. our Company becomes aware of: (a) a false or misleading statement or matter in this Prospectus. These forward-looking statements. 30 . the Underwriter and the Placement Agent disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments. Thailand. or (c) a new circumstance that has arisen since this Prospectus was lodged with the Authority and would have been required by Section 243 of the Securities and Futures Act to be included in this Prospectus. Further. prospects. All statements regarding our Group’s expected financial position. “expect”. Our actual results may differ materially from those anticipated in these forward-looking statements. uncertainties and other factors that may cause our Group’s actual future results. amongst others. contained in this Prospectus are expressly qualified in their entirety by such factors. the Manager. pursuant to Section 241 of the Securities and Futures Act. “estimate”. “may”. Given the risks and uncertainties that may cause our Group’s actual future results. changes in competitive conditions. the Underwriter. the Placement Agent. changes in the political. including but not limited to statements as to our Group’s revenue and profitability. “will” and “would” or similar words. Some of these risk factors are discussed in more detail in the section entitled “Risk Factors” of this Prospectus. Some of these statements can be identified by words that have a bias towards. however. Directors or employees acting on our behalf. plans and prospects and future prospects of our Group’s industry are forward-looking statements. performance or achievements to be materially different from any future results. our Company. PRC and other countries where we may conduct our business. statements made in the press releases and oral statements that may be made by our Company or our officers. business strategy. expressed or implied by the forward-looking statements in this Prospectus. “intend”. are only predictions. these words are not the exclusive means of identifying forwardlooking statements. if after this Prospectus is registered by the Authority but before the close of this Invitation. we may lodge a supplementary or replacement prospectus with the Authority. However. performance or achievements will be as discussed in those statements. or are forward-looking such as “anticipate”. We are. Australia. events or circumstances. that are not statements of historical fact. constitute “forward-looking statements”. Malaysia. “possible”. In particular. performance or achievements to be materially different from that expected. or persons acting on our behalf. “could”. All forward-looking statements made by or attributable to us.CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS All statements contained in this Prospectus. “if”. These factors include. “project”. expressed or implied by such forward-looking statements. (b) an omission from this Prospectus of any information that should have been included in it under Section 243 of the Securities and Futures Act. “plan”. and other factors beyond our control. subject to the provisions of the Securities and Futures Act and the Listing Manual regarding corporate disclosure.

any jurisdiction. 31 . Persons who may come into possession of this Prospectus are required by our Company. the Manager. solicitation or invitation to subscribe for our Shares in any jurisdiction in which such offer. solicitation or invitation.SELLING RESTRICTIONS This Prospectus does not constitute an offer. No action has been or will be taken under the requirements of the legislation or regulations of. any such restrictions. except for the lodgment and/or registration of this Prospectus in Singapore in order to permit a public offering of our Shares and the public distribution of this Prospectus in Singapore. the Underwriter and the Placement Agent to inform themselves about. solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer. The distribution of this Prospectus and the offering of our Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. or of the legal or regulatory authorities of. and to observe and comply with.

the Philippines. The food products prepared and served by our Group in Singapore have been certified as “Halal” by MUIS since January 2005. Indonesia. We are committed to high quality standards. We also offer delivery services to the central business district and other selected areas in Singapore. We have a diversified customer base. We have also established brand presence in Indonesia. We are principally engaged in the manufacture and sale of affordable food products of consistent quality under the brand name “Old Chang Kee”. Old Chang Kee Malaysia). we had three retail outlets in Chengdu. our Philippines Franchisee has opened two retail outlets in Manila. now complemented by a suite of more than 40 other food products such as fish balls. Golden Shoe Car Park. 32 . we became the holding company of our Group. OUR COMPETITIVE STRENGTHS We believe that our competitive strengths are as follows:We have an established household brand name with a distinctive Singaporean flavour. In the last few years. and is subject to. by way of a franchise agreement entered into between Ten & Han. Pursuant to the Restructuring Exercise described in the section entitled “Restructuring Exercise” of this Prospectus. Eastpoint Mall and West Mall. As at the Latest Practicable Date. sambal fish rice. PRC (through Old Chang Kee China). OVERVIEW OF OUR GROUP Our Company was incorporated in Singapore under the Companies Act on 16 December 2004 as a private limited company under the name “Old Chang Kee Singapore Pte. our Indonesian Franchisee operates four retail outlets in Jakarta. the more detailed information and financial statements (including the notes thereto) appearing elsewhere in this Prospectus. our subsidiary. our subsidiary. we have received multiple awards in recognition of our brand name. Square 2. by way of a franchise agreement entered into between Ten & Han. We also have dine-in operations at our Old Chang Kee Take 5 retail outlets located at Icon Village. we also established our brand presence in the Philippines. Corporate Category in 2007. As at the Latest Practicable Date. which offer a suite of local delights such as curry chicken or beef stew in loaf/rice. Most of our sales are on a takeaway basis. Malaysia (through our 40. In June 2007. Terms defined elsewhere in this Prospectus have the same meanings when used herein.0%-owned Associated Company. Ltd. we had 54 retail outlets in Singapore and two retail outlets in Kuala Lumpur. As at the Latest Practicable Date. You should carefully consider all the information presented in this Prospectus. We sell our food products through our retail outlets to cater to a wide range of consumers. A detailed discussion of our business is set out in the sections entitled “Our History” and “Our Business” of this Prospectus. As at the Latest Practicable Date. including the prestigious Singapore Promising Brand Award – Distinctive Brand Award in 2005 and the Lifelong Learner Award. Our signature product is the well-known Old Chang Kee curry puff. curry noodles and nasi lemak as well as our food products. spring rolls and chicken wings.PROSPECTUS SUMMARY The following summary is qualified in its entirety by. and our Indonesian Franchisee. Ogilvy Centre. and our Philippines Franchisee.”. particularly the matters set out in the section entitled “Risk Factors” of this Prospectus before making an investment decision. We operate an extensive network of retail outlets at strategic locations. We have dedicated key management personnel with extensive experience in the local food industry.

please refer to the section entitled “Prospects and Future Plans” of this Prospectus.oldchangkee. Expansion through strategic alliances. OUR BUSINESS STRATEGIES AND FUTURE PLANS Our business strategies and future plans are as follows:Expand our overseas operations. OUR CONTACT DETAILS Our registered office and principal place of business is 2 Woodlands Terrace. Singapore 738427. Information contained on our website does not constitute a part of this Prospectus. Our telephone and facsimile numbers are (65) 6303 2400 and (65) 6303 2415 respectively. acquisitions. Increase and refurbish our Singapore retail outlets. 33 . joint ventures and franchises. For more details. Our website address is http://www.com.PROSPECTUS SUMMARY A detailed discussion of our competitive strengths is set out in the section entitled “Our Competitive Strengths” of this Prospectus.

7 million : 2.INVITATION STATISTICS ISSUE PRICE PER NEW SHARE NAV per Share NAV per Share.000 Shares : 79.17 cents : S$0. based on the audited balance sheet of our Group as at 31 December 2006:– Before adjusting for the estimated net proceeds from the Invitation and based on the pre-Invitation share capital of 68.000 Shares After adjusting for the estimated net proceeds from the Invitation and based on the post-Invitation share capital of 93.4% EPS Historical EPS for FY2006 based on our profit after taxation for FY2006 and the pre-Invitation share capital of 68.000 Shares After adjusting for the estimated net proceeds from the Invitation and based on the post-Invitation share capital of 93.1% – : 70.400.400.400.74 cents Premium of Issue Price over NAV per Share:– Before adjusting for the estimated net proceeds from the Invitation and based on the pre-Invitation share capital of 68.62 cents : 4.20 – : 11.000 Shares and the Issue Price : S$18.000 Shares PRICE TO NET CASH GENERATED FROM OPERATING ACTIVITIES RATIO Price to net cash generated from operating activities based on the net cash generated from operating activities per Share for FY2006 MARKET CAPITALISATION Our market capitalisation based on our post-Invitation share capital of 93.400.3 times : 8.5 times : 4.400.000 Shares PRICE EARNINGS RATIO Price earnings ratio based on our EPS for FY2006 NET CASH GENERATED FROM OPERATING ACTIVITIES PER SHARE Historical net cash generated from operating activities per Share for FY2006 based on the pre-Invitation share capital of 68.400.000 Shares : 11.400.44 cents 34 .

during the outbreak of the avian influenza in 2004. In the event of the occurrence of food-related diseases affecting ingredients used in our products. or the Singapore government may ban the import of the affected livestock or crop. An outbreak of any contagious or virulent disease in Singapore may negatively affect consumer sentiments. the trading price of our Shares could decline due to any of these considerations. Some of the following considerations relate principally to the industry in which we operate and our business in general. The prices of our raw materials are also subject to fluctuations due to severe changes in climatic conditions and outbreak of food-related diseases. This will have a negative impact on our business and financial performance.RISK FACTORS You should evaluate carefully each of the following considerations and all other information set forth in this Prospectus before deciding to invest in our Shares. hence reducing patronage to our retail outlets which are located at easily accessible locations with high human traffic flow. As a result. Other considerations relate principally to general social. the securities market and ownership of our Shares. In addition. and you may lose all or part of your investment. In the event we are unable to pass on any increase in the cost of raw materials to our customers. If any of the following considerations and uncertainties develops into actual events. We may be affected by the spread or an outbreak of any contagious or virulent disease The spread or outbreak of any contagious or virulent disease in the countries in which we operate could have a material adverse effect on our operations as well as the operations of our suppliers. This resulted in a sharp increase in the cost of such raw materials in FY2004. crops and other food scares in the region and around the world. sources of supply for the affected types of livestock or crops may also be reduced. Alternatively. As we had not been able to pass the increase in cost to our customers. This had also affected our sales. financial condition or results of operations could be materially and adversely affected. such as avian influenza. RISKS RELATING TO OUR BUSINESS OR OUR INDUSTRY We may be affected by any outbreak of food-related diseases and severe changes in climatic conditions Any outbreak of diseases associated with livestock. political and regulatory conditions. For example. and hence our revenue for FY2004. In such an event. including possible future dilution in the value of our Shares. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors. our business and financial performance may be materially and adversely affected. in August and September 2004. 35 . we may have to eliminate the use of the affected livestock or crop in our products. Such elimination could affect the taste of the relevant products and thereby adversely affect the demand for such products. including the risks faced by us as described below and elsewhere in this Prospectus. economic. we had to serve our food products without eggs and replace fresh chicken meat with frozen chicken meat during the period of the import ban. the demand for our products is likely to decline. In the event that any of our employees in our production facilities or the facilities of our suppliers are infected with such diseases. we may not be able to offer the relevant products and our business and financial performance may be adversely affected. may lead to a reduction in the consumption of the affected livestock or crop or food products. our business. the supplies of eggs and chicken meat (which are the ingredients of some of our food products) were drastically reduced. This Prospectus also contains forward-looking statements that involve risks and uncertainties. the Singapore government banned the import of chickens and eggs from Malaysia. as the outbreak of the avian influenza worsened. Further. thereby adversely affecting our business and financial performance. all of which may reduce supply and lead to increase in the cost of raw materials. We are unable to predict the next occurrence of such food-related diseases. In such a case. our financial performance for FY2004 was affected. we and/or our suppliers may be required to temporarily shut down the affected facility to prevent the spread of the disease. leading to a reduced willingness by the general consumer in Singapore to socialise.

1%. In the event such Halal certification is revoked or not renewed. We are required to obtain and maintain for our operations. maintaining or renewing the relevant licences. Rental expenses of our retail outlets accounted for 38. permits. or any changes in such laws and regulations. handling and storage. including but not limited to laws and regulations relating to food safety. In addition. approvals and certificates from relevant authorities. Any increase in the rental charges or changes in terms and conditions that are unfavourable to us would inevitably increase our operating expenses.6% of our selling and distribution expenses for FY2004. There can be no assurance that the Halal certification issued to our production facility or retail outlets will not be revoked or will be renewed. Please refer to the section entitled “Government Regulations” for a list of the licences.4%. Halal certifications had been issued to our production facility located in Singapore at 2 Woodlands Terrace and 50 of our retail outlets in Singapore. Our business and financial performance will be affected by any increase in rental charges or the failure to procure the renewal of existing leases All our retail outlets are housed in leased premises. As at the Latest Practicable Date. any change in or introduction of new regulations that require our compliance may increase our cost of operations. We face the risk of increases in rental charges or the inability to renew the leases on terms and conditions which are favourable to us. failure to procure the renewal of leases at strategic locations may result in losses and disruptions to our business. Upon the expiry of such leases. we have implemented a system under which all the processes involved in the production of our food products are monitored closely to ensure that our food products are manufactured. packed. our customer base will be reduced thus resulting in an adverse effect on our business and financial performance. which is constituted under the Administration of Muslim Law Act (Chapter 3) of Singapore. transported. Specific corrective actions will be prescribed and implemented to rectify any aberration detected by the system. 36 . In the event that we are unable at any time to comply with the existing regulations. approvals and certificates required for our business. certain licences. and our financial performance will be adversely affected.RISK FACTORS We may be affected by changes in governmental regulations We are subject to the laws and regulations governing the F&B industry. approvals and certificates required for our business. To maintain such Halal certification. FY2005. Majority of our leases are entered for periods of between one and three years. The failure to obtain or renew such licences. stored and sold in compliance with the requirements of Islamic law. hygiene standards. permits. thus affecting our profitability. the lessors have the right to review and alter the terms and conditions of the leases. approvals and certificates or any changes to relevant laws and regulations may have a negative impact on our business. permits. may issue a Halal certificate in relation to the operation of a retail food establishment and regulate the holder of such certificate to ensure that the requirements of the Islamic law are complied with in the operation of the establishment. 37. and the sale of F&B. The new lease agreements are usually signed within one month of the expiry of the existing leases. we may not be allowed to continue our business operations. Such Halal certification has enabled us to expand our customer base to include Muslim consumers. such as obtaining. permits. In addition.1% and 36. 36. We generally commence negotiations for new leases about six months prior to the expiry of the existing leases. or any new regulations introduced by the relevant authorities. All these will have an adverse effect on our business and financial performance. FY2006 and FP2007 respectively. Our business will be adversely affected by the revocation of Halal certification issued to our production facility and retail outlets MUIS.

48. 45. Any significant appreciation of the S$ against AUD.2% of our total purchases in FY2004. RM. RMB and THB. We are susceptible to fluctuations in foreign exchange rates that could result in us incurring foreign exchange losses Our revenue is denominated in S$ while part of our purchases. we may be adversely affected by negative publicity concerning food quality. There have been instances of complaints from our customers in the past. RMB or THB may adversely affect our Group’s results from operations as it will result in our Group having lower profits from our foreign subsidiaries and Associated Companies. However. Our business will be adversely affected by complaints from customers and negative publicity Like any operator in the F&B industry. such complaints may result in negative publicity or the closure of our retail outlets and/or our production facility which would materially and adversely affect our businesses and financial performance. injury. In the event that we are unable to compete with our competitors effectively. our retail outlets and production facility may be subject to negative allegations from our customers. 46. especially complaints of illnesses arising from the consumption of our food products. For the purposes of consolidating the results of our foreign subsidiaries and Associated Companies. FY2006 and FP2007 respectively are denominated in THB. At any instance. the respective balance sheets of our foreign subsidiaries and Associated Companies are translated from AUD. illness. or other health concerns or operational issues of our retail outlets or production facility. complaints of illnesses due to lapses in food quality. Hence. especially the THB. There is no assurance that we will be able to continue to compete effectively with our competitors. we are exposed to foreign exchange risks if there are significant fluctuations in currency exchange rates between the time of our purchases and payment in foreign currencies. our business and financial performance will be adversely affected. Some of our equipment purchases are denominated in US$ and the amount was less than S$300. RMB and THB in which their financial statements are prepared.2%. There can be no assurance that we will be able to defend ourselves successfully and our Group may suffer monetary losses as a result. thereby affecting our business and financial performance. They relate mainly to the quality of our food products. there can be no assurance that we will continue to secure strategic locations for our new retail outlets. RM. In addition.8% and 44.RISK FACTORS We may not be able to secure new strategic locations to expand our business Our growth is dependent on our extensive network of retail outlets at strategic locations which allows us to reach out to a wide base of customers. Any failure to secure strategic locations for new retail outlets may result in a loss of business and will present opportunities to competitors to increase their market share by opening their retail outlets at such strategic locations.000 in each of the financial period under review. our retail outlets are located at easily accessible locations with high human traffic flow. We are also subject to translation risks as our consolidated financial statements are denominated in S$ while the financial statements of our foreign subsidiaries and Associated Companies are prepared in AUD. injuries sustained on our premises and operational inefficiencies. non-punctual delivery of customers’ orders and delivery of food products not in accordance with customers’ orders or requests. publication of government or industry findings concerning food products served by us. These negative allegations. RM. 37 .8%. FY2005. our business development team constantly seeks new strategic locations to expand our business. As described in the section entitled “Our Competitive Strengths” of this Prospectus. based on the prevailing exchange rates on the balance sheet date. including equipment. may result in the closure of our retail outlets and/or production facility. the quality of the service provided by our employees at the retail outlets. The profit and loss accounts of our foreign subsidiaries and Associated Companies are translated using the average exchange rates for the relevant financial year or period. is denominated in THB and US$. thus facilitating high volume sales of our food products. On the other hand. Our business and financial performance will be affected if we are unable to compete with our competitors effectively Our industry is highly competitive and our competitors include individual operators as well as larger groups of chain outlet food operators. we will have to expend resources defending and/or counter-claiming against such claims. To maintain our competitiveness in the F&B industry. In the event any of these complaints escalate into legal proceedings against our Group. We do not presently have any formal policy for hedging against foreign exchange exposure.

20. Indonesia (through our Indonesian Franchisee) and Manila. PRC (through Old Chang Kee China). Our business is reliant on our brand name The “Old Chang Kee” brand name has become an established and household brand name in Singapore. We have set up retail outlets in Kuala Lumpur. which could result in disruptions to our business and may adversely affect our financial performance. we may be the subject of malicious and groundless rumours which may be quickly transmitted and spread over the Internet and short message service (“SMS”) text messages. Publicised instances of poor food or general hygiene may damage our image. profitability and financial performance. which is reliant on our brand name. The strong brand name of “Old Chang Kee” in Singapore serves as a suitable platform for us to launch our food products in other countries. 19. more than 30% of our annual purchases relate to certain food products from Siamchai International Food Co. reduce customers’ confidence in our products and result in reduced patronage of our retail outlets and thus have an adverse impact on our business.8% and 21. Our brand name and reputation may be adversely affected by the manner in which our franchisees conduct their businesses overseas. Employee benefits expense (excluding directors’ remuneration) expressed as a percentage of total revenue for FY2004. We are dependent on our management Our Group’s performance and success have been largely due to the collective efforts of our Executive Directors and Executive Officers who have built the business of our Group under the guidance and leadership of our Executive Chairman. In particular. and our CEO. It is also intended that our business would be franchised to other overseas operators in future. This would indirectly affect our business.RISK FACTORS In addition. we may have to incur time and monetary costs seeking alternative suppliers and/or contract manufacturers. We are dependent on our major suppliers and contract manufacturers 65. Our Executive Chairman. The continued success and growth of our Group is therefore dependent on our ability to retain the services of our Executive Directors and Executive Officers. Such negative publicity will materially affect our business regardless of whether these allegations are genuine. Han Keen Juan. and is widely known by local consumers. there can be no assurance that our major suppliers or contract manufacturers will be able to continue to fulfil our needs and expectations in terms of costs and/or product quality. William Lim. William Lim. In the event that our major suppliers or contract manufacturers are unable to fulfil our requirements or cease to supply raw materials and/or food products to us.2% of our purchases in FY2006 was from our major suppliers..0%-owned Associated Company. FY2005. We also have franchise operations in Jakarta. Consequently. Han Keen Juan. Please refer to the section entitled “Major Suppliers” of this Prospectus for further details.3% respectively. The involuntary or unexpected loss of any of our major suppliers or our contract manufacturers will disrupt our supplies and will adversely affect our business and financial performance. Malaysia (through our 40. Ltd. Please refer to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Prospectus for further details. our contract manufacturer in Thailand.7%. Furthermore. our business and financial performance may be adversely affected. 38 . In the event of any substantial increase in employee benefits expense (excluding directors’ remuneration) at a higher percentage as compared to our revenue. and our CEO. Old Chang Kee Malaysia) and retail outlets in Chengdu. the loss of certain key personnel and the failure to attract qualified and timely replacements will have an adverse effect on our Group. have more than 20 and 10 years of experience in the F&B industry. or accept higher prices from our existing suppliers and contract manufacturers.6%. FY2006 and FP2007 were approximately 20. the Philippines (through our Philippines Franchisee). Our business is labour intensive Our business is labour intensive and there is a shortage of manpower in Singapore’s F&B industry. respectively.

Malaysia. During the Relevant Period. We may be affected by pilferage. in Singapore and Siamchai International Food Co. in Thailand. but also our reputation and branding. and renovation costs.RISK FACTORS We may be adversely affected if our intellectual property rights are not protected We believe that our trademarks are an integral aspect of our Group’s strategy on branding. we have registered or are in the process of registering our principal “Old Chang Kee” trademark and our other trademarks. both in Singapore and overseas. we have not encountered any instances of cash pilferage. Please refer to the section entitled “Prospects and Future Plans” of this Prospectus for further details on our overseas expansion plans. the Philippines. There can also be no assurance that our trademarks pending registration will be registered by the respective authorities. Please refer to the section entitled “Intellectual Property” of this Prospectus for further information on our registered trademarks and trademarks pending registration. theft and vandalism may occur. Our overseas expansion plans involve various risks. We have exclusive arrangements with our contract manufacturers for the manufacture of some of our food products. As we are materially dependent on the recipes of these food products. In addition. our business may be adversely affected. 39 . If we are unable to do so. Ltd. we have provided in the agreements with our contract manufacturers that the recipes we provide to them cannot be used for the manufacture of similar food products for third parties and our contract manufacturers are contractually obliged to keep all technical and commercial information provided by us to them for the manufacture of our food products confidential and to use them only for the manufacture of our food products (“Confidential Information”). There is no assurance that we will be successful in protecting our intellectual property rights and we may incur substantial costs in the process. there is no assurance that cases of pilferage. including the costs associated with setting up the overseas business. Unauthorised use of our trademarks or variants of our trademarks may harm our reputation and consequently our business and financial performance. One of our retail outlets encountered a case of break-in theft in July 2007 but the amount lost was insignificant. we may take action (including litigation) to stop infringement of our intellectual property rights or obtain adequate compensation or remedy. theft and vandalism Our employees handle the cash sales and our food items on a daily basis. We may also experience difficulty in securing strategic locations for our retail outlets. In addition. theft and vandalism will not occur. in the event that any third party alleges proprietary rights over such trademarks. Lapses in internal controls may occur. The recipes for our other food products are developed in-house and are produced by selected contract manufacturers approved by us according to our specifications. theft and vandalism may not only adversely affect our financial performance. There can be no assurance that our registered trademarks will not be infringed upon. resulting in pilferage. In the event our contract manufacturers breach their confidentiality obligation owed to us and disclose the Confidential Information to our competitors or use the Confidential Information for the purpose of manufacturing food products for our competitors. We currently have two major contract manufacturers. Pilferage. These legal proceedings may result in monetary losses and may prevent us from further using our trademarks. obtaining suitable plant and machinery. Even though safes and close circuit cameras are installed in all our retail outlets. Indonesia. Ltd. We may be adversely affected if our contract manufacturers breach their confidentiality obligation owed to us We manufacture our curry puffs and prepare other various food products in-house. there is no certainty that we will be able to manage our overseas expansion plans effectively and successfully. as some of our retail outlets are situated in outdoor locations or locations that are accessible by the public on a 24-hour basis. Our business and financial performance will be adversely affected in such an event. As such. Thailand and PRC. Further. and play a significant role in creating brand recognition for our food products. We face uncertainties associated with our overseas expansion plans We intend to broaden our business presence in overseas markets such as Australia. our business and financial performance will be materially and adversely affected. the value of the Old Chang Kee brand may be diminished and our market share may decrease. If this event occurs. As we have limited experience in overseas operations. we may be exposed to legal proceedings brought against us by such third party in respect of our use of the trademarks. namely Leong Hin Foods Pte.

Our business may be adversely affected by negative publicity resulting from such food contamination and tampering of our food products. We may also not be able to source for and obtain other suitable alternative locations in time which may result in a loss and disruption to our business. if a foreign investor needs to apply for a government licence. Any change in the tenant mix of a shopping mall or complex in which our retail outlets are located may result in fewer customers visiting the shopping mall or complex and hence a reduction in the human traffic flow to our retail outlets. Strictly speaking. permit or approval or if a foreign investor wishes to participate in government contracts or attempts to register any land purchases at the relevant land office or registry in Malaysia. to our retail outlets would be affected. revamp or closure of the shopping malls or complexes in which our retail outlets are located As at the Latest Practicable Date. Any shift in consumers’ tastes and preferences away from our offered food products may affect our business and consequently our financial performance. We are subject to foreign investment guidelines in Malaysia The FIC regulates and prescribes guidelines (the “FIC Guidelines”) for the acquisition of assets or interests. the supply of food products. All the above events will have a material adverse effect on our business and financial performance. The FIC Guidelines include requirements as to the shareholding spread of Malaysian and foreign interests in companies incorporated in Malaysia. For example. especially our signature curry puff. a Malaysian or jointly by a foreigner and Malaysian. Our production facility may be subject to disruptions Our production facility is located at 2 Woodlands Terrace. the FIC Guidelines do not have the force of law (in the sense that they have not been enacted as legislation or promulgated as regulations under any existing laws). food products sold may be subject to tampering. FIC approval is required. non-compliance has practical consequences as the FIC liaises closely with other regulatory agencies in Malaysia. spring rolls and chicken wings. The only equity condition imposed currently is that Bumiputera equity in a Malaysian company must amount in aggregate to at least 30%. resulting in greater competition from other food operators. This will have an adverse impact on our revenue and profitability. the demand for our food products may decrease and our business and financial performance will be adversely affected. In the event of disruptions such as fire hazards. power failures or floods at our production facility. The remaining 70% equity can be held either by a foreigner. However. There is also no assurance that the shopping malls or complexes in which our retail outlets are located will not be revamped to create a larger number of retail outlets. Our continued growth and success is dependent on the popularity of our signature curry puffs which is complemented by a suite of more than 40 other food products such as fish balls. and compliance with conditions imposed by the FIC. 40 . FIC approval and compliance with the FIC Guidelines may be required. In such event. We face the risk of food contamination and tampering Food contamination and tampering is a risk inherent to all F&B industry participants. Poor maintenance of the shopping malls or complexes may also result in less patronage at our retail outlets. there is also no assurance that the shopping malls or complexes in which our retail outlets are located will not be closed or demolished. The closure or demolition of a shopping mall or complex in which our retail outlet is located may cause us to write off certain fixed assets located in such retail outlet. The FIC is a committee of the Economic Planning Unit of the Malaysia’s Prime Minister’s Department.RISK FACTORS Our business and financial performance may be affected by any change of tenant mix. Further. We are subject to changes in consumers’ tastes and preferences Our customers are the general consumers. Further. may be required before other approvals from the other regulatory authorities are given. There is always the possibility of contamination given the numerous processes involved in the production of our food products. 39 out of our 54 retail outlets in Singapore are based in shopping malls or complexes. if any. Where the FIC Guidelines are applicable. mergers and take-overs of companies and businesses in Malaysia.

our sales. that it will be sustained after the Invitation. In the event that we are required to comply with the FIC Guidelines. The remaining 60% of the issued and paid-up share capital of Old Chang Kee Malaysia is held by San Mun Choong. our businesses and future growth are dependent on the economic.RISK FACTORS Our Malaysian Associated Company. any proposed acquisition or acquisition of 15% or more of the voting rights in a Malaysian company by any one foreign interest requires FIC approval. regulatory. prevailing market conditions and the estimated market demand for our Shares through a book-building process. the economic outlook of our markets may become uncertain and there is no assurance that such markets will not be affected by a worldwide economic downturn. In such an event. a Malaysian Chinese. procure the divestment of at least 30% of Old Chang Kee Malaysia’s total issued and paid-up share capital to Bumiputera interest(s) within such time as may be stipulated by the FIC. financial performance and future growth. the Company has been approved to be listed on the Catalist. 41 . These factors include:variations in our operating results. inter alia. Our Company holds 40% of the issued and paid-up share capital of Old Chang Kee Malaysia. and social conditions of these countries. or that recovery will happen in the near future. Given the general fear of economic fall-out around the world. there was no public market for our Shares. future growth and profitability may be adversely affected. We have applied to the SGX-ST for the listing and quotation of our Shares on the Official List of the SGX-SESDAQ. some of which are beyond our control. As a result. we and the other shareholder of Old Chang Kee Malaysia may have to. The Company has submitted its listing application under the listing rules of SGX-SESDAQ and the SGX-ST has reviewed the application based on the SGX-SESDAQ framework and listing rules. There is no assurance that an active trading market for our Shares will develop or. liquidity may be low and the market price may be volatile The Issue Price was determined by us in consultation with the Manager. after taking into consideration. there has been an escalation of a general fear of increased terrorist activities around the world. The Issue Price may therefore not be indicative of the market price for our Shares after the completion of the Invitation. the Placement Agent and the Underwriter. As part of the transitional arrangement announced by the SGX-ST on 26 November 2007. Terrorist attacks and other acts of violence or wars may adversely affect the markets in which we operate and our profitability Following the occurrence of certain terrorist attacks and other acts of violence or wars. There is also no assurance that the market price of our Shares will not decline below the Issue Price after the Invitation. We also have plans to expand our operations into Australia. political. economic. our business. The market price of our Shares may fluctuate significantly as a result of various factors. Under the FIC Guidelines. any profit contribution of Old Chang Kee Malaysia to our Company may be reduced and our operations and financial performance may be adversely affected. RISKS RELATING TO OWNERSHIP OF OUR SHARES There has been no prior public market for the Shares. regulatory and social conditions in these countries or in the government policies of these countries may have a negative impact on our operations which could materially and adversely affect our results of operations. Any unfavourable changes in the political. Malaysia and PRC and our franchisees have commenced their operations in Indonesia and the Philippines. regulatory. We may be affected by any changes in the general economic. Old Chang Kee Malaysia has not obtained FIC approval in relation to our Company’s shareholding in Old Chang Kee Malaysia. new products offered by us or our competitors. As this could have a negative impact on the demand for our food products and services. inter alia. Prior to the Invitation. if a market develops. political and social conditions in the countries in which we operate We currently have operations in Singapore. which may have an adverse effect on the world economy. which is granted at the discretion of the FIC.

the existing Shareholders’ interests may be diluted. you. In such an event. Any future sales or availability of a significant amount Shares may exert downward pressure on our share price. Such concentration of ownership could have the effect of delaying or preventing a change in control of our Company or otherwise discouraging a potential acquirer from attempting to obtain control of our Company through corporate actions such as merger or takeover attempts notwithstanding that the same may be synergistic or beneficial to our Group in a manner that may be in conflict with the interests of our public Shareholders. our operations and financial performance may be adversely affected. develop new or enhanced products or services.2% of our post-Invitation share capital. in the event that our Company is unable to raise such additional funds. meet unanticipated operating cash requirements. 42 . We may be required to raise additional funds to finance our expansion. joint ventures. changes in securities analysts’ estimates of our financial performance. including the appointment of directors and the approval of significant corporate transactions. acquisitions.RISK FACTORS liquidity of our Shares in the market. fluctuations in stock market prices and volume. involvement in litigation. Future sales of Shares could adversely affect the share price Except as described in the section entitled “Moratorium” of this Prospectus. there are no restrictions on the ability of our Shareholders to sell their Shares. New investors will incur immediate dilution and may experience further dilution The Issue Price of the New Shares is higher than our Group’s NAV as at 30 June 2007 based on the post-Invitation issued share capital. or the perception that such sales may occur. changes in market valuations of similar companies. We may not be able to obtain sufficient future funding for future expansion The actual amount of our future financing requirements will depend on factors such as our future performance and market conditions. If additional funds are raised through additional issue(s) of Shares in the future. they will be able to exercise significant influence over all matters requiring the Shareholders’ approval. additions or departures of key personnel. They will also have veto power with respect to any shareholder action or approval requiring a majority vote. could materially affect the market price of our Shares. Should these parties act together. These factors may also affect our ability to attract subscription of additional equity securities in the future. being an investor subscribing for the New Shares in this Invitation would receive less than the price you paid for your Shares. our Executive Directors and their Associates. we may not be able to further expand our operations or introduce new lines of food products. However. Control by our Executive Directors and their Associates could influence the outcome of actions which require the approval of Shareholders Upon the completion of the Invitation. many of which are beyond our control and cannot be predicted with absolute certainty. Details of the immediate dilution incurred by new investors are described under the section entitled “Dilution” of this Prospectus. and general economic and market conditions. respond to competition. will own an aggregate of approximately 73. partnerships. franchises or capital commitments. The sale of a significant amount of Shares in the public market after the Invitation. announcements by us of significant contracts. or invest in or acquire businesses. If our Company were to be liquidated immediately following this Invitation.

regardless of whether the allegations are justified or true. and reports of unsuccessful attempts at joint ventures or acquisitions.RISK FACTORS Negative publicity may adversely affect the share price Any negative publicity or announcements relating to our Group and/or any of our Directors. 43 . Examples include involvement in legal and/or insolvency proceedings. Executive Officers and/or Substantial Shareholders may adversely affect the market perception or the stock performance of our Company.

04 2.235 (1.37 1.074 (6.69 3.400. EPS (as adjusted for the Invitation) is computed based on the net profit attributable to shareholders divided by the postInvitation share capital of 93.014 (394) 1.039 (7.53 1.957 299 (11.680) (454) (19) – 2.404 (673) 1.121 285 (6.207 4.769 39 (8.028) 3.082 3. COMBINED PROFIT AND LOSS ACCOUNTS Audited S$’000 Revenue Cost of sales Gross profit Other operating income Selling and distribution expenses Administrative expenses Other operating expenses Finance costs Share of results of associated companies Profit before taxation Taxation Net profit attributable to shareholders EPS (cents)(3) EPS (as adjusted for the Invitation) (cents)(4) Notes:(1) It is likely that our profit for FY2007 will be lower than our profit for FY2006 due to increasing costs and the disposal of 1901 Singapore at a loss.25 FP2006 16.827) 19.731 2.150 (1.000 Shares. (2) Unaudited FY2006 33. Please refer to the section entitled “Trend Information” of this Prospectus for more details.106) (1.620 2.784 (13. EPS is computed based on the net profit attributable to shareholders divided by the pre-Invitation share capital of 68.657) (2.128) (848) (42) (27) 4.43 (2) (3) (4) 44 .MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with the full text of this Prospectus.527 13 (7.276) 17.201) (512) (22) – 2.045 (11.581 82 (5.510) (285) (13) – 2.597 (515) 2.85 FP2007 19.366) 12.881) (4.918) 11.171) (494) (27) – 4.039 4.111) 3.493) 9.73 FY2004 20.23 FY2005 29.000 Shares. These comprise results of Old Chang Kee Malaysia (40%) and Pure Options (40%) which were acquired in July 2006 and August 2006 respectively.061) (4. in particular. Appendices A and B of this Prospectus.400.893 (8.44 3.135) (2.

495 5.666 363 Net Current Assets Non-Current Liabilities Financial lease liabilities Club membership payable – long term Deferred tax liabilities 2.848 Current Assets Inventories Trade and other receivables Deposits Prepayments Amounts due from associated companies Cash and cash equivalents 446 1.639 9.839 7.215 5.737 Net Assets 7.071 Total Liabilities 8.140 45 .167 203 140 – 323 15 818 6.393 149 15 6.576 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMBINED BALANCE SHEET Audited as at 31 December 2006 Unaudited as at 30 June 2007 S$’000 Non-Current Assets Property.881 339 16 57 6.354 1.441 304 17 86 9.565 9.140 Equity attributable to equity holders of the Company Share capital Share application money Reserves Total Equity 700 100 6.877 Total Assets Current Liabilities Trade and other payables Other liabilities Bank overdrafts Amount due to a related party Finance lease liabilities Club membership payable – current Provision for taxation 16.293 9.081 401 13 657 1.029 16. plant and equipment Intangible assets Investment in associated companies Amounts due from associated companies 5.427 485 20 576 1.881 180 173 2 344 15 900 7.092 7.639 800 – 8.553 665 22 4.340 9.922 526 171 1.

We offer a wide range of food products to our customers. Malaysia (through our 40. our Indonesian Franchisee operates four retail outlets in Jakarta. OVERVIEW We are principally engaged in the manufacture and sale of Halal-certified food products of consistent quality under the brand name “Old Chang Kee”. we commenced the operation of “1901” retail outlets in Singapore which sell takeaway hotdogs. In April 2004. accounted for about 30% of our revenue in each of the period under review.9% of our revenue in FY2006 and 3. we started delivery services to the central business district area. and our Philippines Franchisee. by way of a franchise agreement entered into between Ten & Han. on average. most of our sales are conducted on a cash basis and revenue is recognised upon the sale in the period under review. Please refer to the section entitled “Our Products” of this Prospectus for a list of our food products. our Philippines Franchisee has opened two retail outlets in Manila. As at Latest Practicable Date. pursuant to which the entire issued and paid-up share capital of 1901 Singapore would be transferred to Nineteen O One Sdn. We have also established brand presence in Indonesia. we had 54 retail outlets in Singapore and two retail outlets in Kuala Lumpur. In August 2005. Sales of Take 5 meals and “1901” F&B items.0% and 0. Old Chang Kee Malaysia). In January 2005. sambal fish rice and nasi lemak) and commenced provision of dine-in services at selected retail outlets. our customer base expanded to include Muslim consumers. constituted 1. We also introduced the sale of breakfast items (such as braised bee hoon and nasi lemak) in December 2004 at selected retail outlets. those discussed below and elsewhere in the Prospectus. our signature curry puffs. On 15 November 2007. The contribution from “1901” retail outlets during the said period is insignificant. following the Halal certification for all our food products in Singapore.6% of our revenue in FY2005. Revenue We derive our revenue from the sale of F&B items through our chain of retail outlets in Singapore. This discussion contains forward-looking statements that involve risks and uncertainties.3% of our revenue in FP2007 respectively. our subsidiary. the Philippines. but are not limited to. Bhd.0% and 3. we also had three retail outlets in Chengdu. Sales of our signature curry puffs. As at the Latest Practicable Date. 2. for a consideration of S$180. In April 2005.0%-owned Associated Company. Our revenues for FY2004. we entered into a sale and purchase agreement with Nineteen O One Sdn. Our food products are sold through our retail outlets in Singapore on a takeaway basis. Our signature product is the well-known Old Chang Kee curry puff which was launched in 1956. by way of a franchise agreement entered into between Ten & Han. PRC (through Old Chang Kee China). including Appendices A and B of this Prospectus.0% and 2. Indonesia. FY2006 and FP2007 (the “period under review”) was derived mainly from the sale of our food products. Our customers are mainly the general public in Singapore.000 (the “Disposal”). our subsidiary. Sales of our other food products varied with changes in consumers’ tastes and preferences. Factors that might cause future results to differ significantly from those projected in the forward-looking statements include. 46 . We currently have more than 40 food products.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This information should be read in conjunction with the full text of this Prospectus. both commenced in FY2005. Our actual results may differ significantly from those projected in the forward-looking statements. Bhd. Completion of the Disposal took place on 15 November 2007. particularly in the section entitled “Risk Factors” of this Prospectus. In June 2007. we also established our brand presence in the Philippines. Save for our sales of certain raw materials to our overseas Associated Companies and franchisees. in particular. FY2005. we launched our Take 5 meals (which is a suite of local delights such as curry chicken or beef stew in loaf/rice. and our Indonesian Franchisee. As at the Latest Practicable Date. As at the Latest Practicable Date.

Overheads accounted for 4. spices and vegetables for the preparation of our food products.7% and 10. Ltd. 85. For each of the period under review. FY2006 and FP2007 respectively. Direct labour costs accounted for 11. Seasonality For the period under review.6%. 47 . FY2006 and FP2007 respectively.3%. Our cost of sales may be affected by. in particular. inter alia. quality and services.6% of our revenue for FY2004. FY2005. FY2006 and FP2007 respectively. 83.4%.4% and 5. 38.9% and 41. we do not generally experience significant price fluctuations in these raw materials. the following key factors:(a) fluctuations in the cost of contract manufacturing and supplies which may be influenced by fluctuations in THB and RM. Most of our raw materials can be easily sourced from various suppliers in Singapore and Thailand. Please refer to the section entitled “Major Suppliers” of this Prospectus for further details. in the month of December. including price adjustments on our part. 10. accounted for more than 38% of our purchases. and accordingly. 5. we registered higher costs for chicken meat and eggs in FY2004 due to the occurrence of avian influenza and have experienced slow but gradual increase in the prices of vegetable oil and flour in recent years. The increases in overheads in FY2006 and FP2007 was due to increases in electricity bill and depreciation. 4. Our cost of sales comprised mainly raw materials.0%. To reduce our production cost. our contract manufacturer in Thailand. margarine.5% of our cost of sales for FY2004. comprising mainly utilities charges. Cost of raw materials (including contract manufacturing costs) accounted for 84. However.2%. 40. such as flour. our ability to compete successfully with our competitors in terms of product range.2%. Cost of sales Our cost of sales constituted 40.2% of our cost of sales for FY2004. purchases from Siamchai International Food Co. We did not encounter any significant fluctuation in the cost of contract manufacturing during the period under review. The balance of our cost of sales relates to overheads incurred in operating our production facilities. FY2005. their disposable income and discretionary spending. the following key factors:(a) (b) our ability to secure good locations for our retail outlets. and changes in economic conditions and governmental regulations in Singapore. The other major contributor to our cost of sales is the direct labour cost of our production workers.9% and 84. 10. eggs.8%.3% of our cost of sales for FY2004. We believe that this was mainly due to the festive celebrations of general consumers at year-end. sales and overall financial performance..3%. inter alia. changes in consumers’ tastes and preferences. potatoes.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our revenue may be affected by. FY2006 and FP2007 respectively. we registered higher sales in the last quarter of each financial year. FY2005. pricing. which may affect consumer sentiments. chicken meat. FY2005. depreciation on our kitchen-related fixed assets (including our leasehold production facility at 2 Woodlands Terrace) and rental charges for coldroom facility. (c) (d) Please refer to the section entitled “Risk Factors” of this Prospectus for more information on other factors which may affect our business operations. we outsourced the manufacturing of certain food products to a contract manufacturer in Thailand from June 1997.

30. increase in the cost of fuel and resultant increase in utilities charges. Administrative expenses Our administrative expenses accounted for 25.6% and 41. FY2005. These relate mainly to expenses incurred at our head office such as employee benefits expense.5% of our revenue for FY2004. incentive. FY2005.3%.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (b) our ability to capitalise on volume to obtain favourable pricing from contract manufacturers and suppliers.0% and 71.1%. administrative expenses and other operating expenses. 0. FY2006 and FP2007 respectively. FY2005.5% of our total operating expenses for FY2004. 36. 69.3% and 21.1%. 42. gradual increase in raw materials prices.0% of our total operating expenses for FY2004. These are expenses incurred for operating our retail outlets which is mainly constituted by employee benefits expense and rental expenses. gains on fair value adjustment of quoted investment and gains on disposal(s) of quoted investment and property.8%. accounted for 36. packing material expenses. and changes in governmental regulations that may affect the prices of our raw materials and contract manufactured food items.9%. which comprised salary. welfare and other employeerelated expenses. 25. accounted for 25. 21. 42. (c) (d) (e) (f) (g) Other operating income Other operating income represented 0.9% and 1.7%. FY2006 and FP2007 respectively. Operating expenses Our operating expenses comprised selling and distribution expenses. water and electricity expenses. FY2005. The other contributors of selling and distribution expenses are depreciation of retail outlet equipment.8%. advertising and promotional expenses. FY2006 and FP2007 respectively. 37.7% of our selling and distribution expenses for FY2004. 48 . It comprised mainly income from sale of used oil. 0. FY2006 and FP2007 respectively. FY2006 and FP2007 respectively. and cleaning expenses which.1%.7% and 23. 19. FY2005. Selling and distribution expenses Our selling and distribution expenses accounted for 71.7% of our selling and distribution expenses for FY2004.1% and 36. short-term deposits.6% of our selling and distribution expenses for FY2004. Rental expenses for our retail outlets accounted for 38.6%. such as avian influenza. Employee benefits expense. rising raw material prices which may be influenced by an outbreak of disease in livestock and food scares regionally and around the world. FY2005. plant and equipment.8%.1%. 65. insurance compensation.4%. Such an outbreak may affect the supply and consequently the price of such raw materials. and office supplies and general maintenance expenses. entertainment and travelling expenses. in aggregate. grants received. FY2006 and FP2007 respectively. our ability to control our costs by reducing material wastage through cost control measures implemented by our management.

FY2006 and FP2007 were higher than the statutory corporate rate due mainly to non-deductible expenses.3% and 5. previously incorporated to be an Associated Company in PRC but currently in the process of being liquidated. The increase in finance costs was due to the purchase of new vehicles in both FY2004 and FY2005. FY2005.4% and 48.6%. 24.0% 24.1% of our administrative expenses for FY2004. 49 .8% FP2007 18. FY2005. 12. FY2006 and FP2007 respectively. FY2006 and FP2007 respectively.000 and S$22. welfare and other employee-related expenses of office personnel and directors’ remuneration. In addition.9%.0% and 23. 3. FY2005. Entertainment and travelling expenses comprised mainly entertainment claims.5%. a provision of S$76. Please refer to the section entitled “Foreign exchange exposure” of this Prospectus for further details of our exchange gains/losses in the period under review. Finance costs Our finance costs were attributed to hire purchase charges for computer equipment and motor vehicles. S$27. in FY2005 and FY2006. and amortisation on our intangible assets (which include computer software licences acquired for our ERP system in FY2005 and franchise rights for “1901”).9%.9%.9% and 10.6 million of computer equipment under finance lease arrangements each payable by 36-month instalments. Other operating expenses Other operating expenses. 5. Ltd.8% of our administrative expenses for FY2004. which comprised mainly depreciation of office equipment. to set up our ERP system.000. FY2006 and FP2007 respectively. 12.000 in FY2004.000 in relation to the reimbursement of start-up costs made by the other shareholder and the writing-off of our initial investment of S$66.000 bad debt written off of a loan due from a related party (an employee of the other shareholder).3%. The higher percentage in other operating expenses in FP2007 was mainly due to exchange loss due to appreciation of THB against S$. The higher percentage of other operating expenses in FY2006 was because it included costs for setting up Old Chang Kee Chengdu Co.000.7% and 17. Our effective tax rate for FY2004 was slightly lower than the statutory corporate tax rate due mainly to partial tax exemption on exempt income. The lower percentage of directors’ remuneration in FP2007 was mainly because directors’ fees were only determined at the end of the financial year. Directors’ remuneration and fees accounted for 33. Inflation Our operation and performance was not materially affected by inflation during the period under review.0% 26.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Employee benefits expense comprised salary. 30. FY2005. FY2005.6% Our effective tax rates for FY2005.0% 19.3% FY2006 20. S$42. we purchased approximately S$0. 27.2% of our administrative expenses for FY2004.8%.000. excluding directors’ remuneration.. The balance of our administrative expenses comprised office supplies and general maintenance expenses which accounted for 22. FY2006 and FP2007 respectively. Taxation All our operations are in Singapore during the period under review.3%. FY2005.5% of our total operating expenses for FY2004. . FY2006 and FP2007 respectively.9% of our administrative expenses for FY2004. 23. FY2006 and FP2007 were as follows:FY2004 Statutory corporate tax rate Effective tax rate 20. accounted for 23. accounted for 2. 29.8% FY2005 20. FY2006 and FP2007 respectively.8%.5%.0% 19. 39. Employee benefits expense. FY2005. We incurred finance costs of S$13. Our statutory corporate tax rates and effective tax rates for FY2004. travel related costs and transport claims by our sales and office personnel and accounted for 19. These costs comprised S$77.

we opened six new retail outlets and closed two retail outlets. Secondly.1% of our revenue in FY2005. The other factors which contributed to the increase in our revenue include firstly. we had lower revenue in FY2004 as our sales were affected by the ban of import of chickens and eggs from Malaysia in August 2004 and September 2004 respectively due to the occurrence of the avian influenza. we registered a total exchange loss of S$27. And lastly. bringing the total number of retail outlets to 40. will consider using financial instruments to hedge our exposure.0%) from S$20. Our foreign currency purchases in the period under review are as follows:FY2004 Purchases denominated in foreign currency (S$’000) As a percentage of our cost of sales 3. we also received revenue from the full year sales registered by the seven retail outlets opened in FY2004.0 million in FY2005. including S$3. we are exposed to foreign currency fluctuations due to purchases of some of our production equipment. we did not have any foreign exchange gain or loss in FY2004 and FY2005. In addition. For FP2007.9 million in FY2004 to S$29. 50 . We will continue to monitor our foreign exchange exposure and where appropriate. In FY2005. This was due mainly to the appreciation of the THB against S$ in FP2007. As a cost-control measure. Accordingly.209 FP2007 2. we registered a total exchange loss of S$184. Our signature curry puff remained the major contributor to our revenue and accounted for 31. The six new retail outlets (including two new retail outlets for “1901”) accounted for 9. which may be denominated in US$. With effect from 1 January 2006. we recorded our purchases from the contract manufacturer and suppliers in Thailand and Malaysia based on the actual Singapore dollar amount paid. which was launched in April 2005. we outsourced the production of certain food products to a contract manufacturer in Thailand.1 million (or 39. our Take 5 meals. the addition of four retail outlets between 31 December 2004 and 31 December 2005.2 37.303 FY2005 4. We will seek the approval of our Board on the policy for entering into any foreign exchange hedging transaction and we will put in place adequate procedures for such transactions which must be reviewed and approved by our Audit Committee. also contributed positively to our revenue. The increase in our revenue was mainly attributed to additional sales derived from the wider marketability and appeal of our food products after obtaining Halal certification in January 2005.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Foreign exchange exposure Our revenue is denominated in S$. REVIEW OF RESULTS OF OPERATIONS FY2005 vs FY2004 Revenue Our revenue increased by approximately S$8.7 Prior to 1 January 2006. Further. We have not undertaken any hedging activities since inception.7 37.985 39.4% of our revenue in FY2005. we changed our policy to book in the purchases at transaction rate and record any exchange gain or loss which arises when we make payments. For FY2006.000.000. We also source for other raw materials from suppliers in Thailand and Malaysia. We currently do not have any policy with respect to our foreign exchange transactions.648 FY2006 5. due mainly to realised loss on purchases from the contract manufacturer and suppliers in Thailand and Malaysia.5 41.000 incurred by re-translation of amounts due by Old Chang Kee Malaysia.

8% of the increase in our total operating expenses.000 in FY2004 to S$27. We also wrote off an advance of S$61. Selling and distribution expenses increased by approximately S$1.2 percentage points from 60.1 million in FY2004 to S$8. in line with the improvement in results from FY2004 to FY2005.6 million in FY2004 to S$3.4%) from S$9.000 in FY2004. Operating expenses Our total operating expenses increased by approximately S$3.000 on computer software licences acquired for our ERP system in FY2005. The increase was attributed to an increase in employee benefits expense amounting to S$1.8 million in FY2005.9 million in FY2004 to S$13.000 in FY2005.000 (or 200. which accounted for 5.3 million in FY2005.2 million due to increases in directors’ remuneration and fees. The increase was mainly due to interest paid on five new finance leases taken up in FY2005 to finance the purchase of motor vehicles and computer equipment.0%) from S$13. The increase was mainly due to the increase in rental expenses for our retail outlets (for the six additional retail outlets in FY2005 and the full year rental of the seven retail outlets opened in FY2004) of approximately S$0.000 due from Gain Up (M) Sdn Bhd in FY2005.3 million (or 41. Increased administrative expenses accounted for 45.7%) from S$13. Please refer to the section entitled “Past Interested Person Transactions” of this Prospectus for further details on the advance. We also earned interest income of S$16.0% in FY2004 to 61.000 (or 107. The increase can be attributed to an increase in cost of raw materials (including contract manufacturing costs) to meet the increase in sales.6 million (or 36.8 million (or 24.000 in FY2005. operating and administrative systems.5%) from S$7.2%) from S$2. as well as salaries and related costs of administrative personnel resulting from an increase in the number of employees. Finance costs Finance costs increased by approximately S$14.2 percentage points lower than the rate of increase in our revenue. However. and our gross profit margin improved by 1.8%) from S$8. 51 . We also saw a S$297.000 in FY2004 to S$39. Other operating income Other operating income increased by approximately S$26. In addition. Administrative expenses increased by approximately S$1.8%) from S$12.4 million in FY2004 to S$11.000 (or 73.7 million (or 66.3% of the increase in our total operating expenses for FY2005.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cost of sales and gross profit margin Our cost of sales increased by approximately S$2. Consequently.3%) from S$285. Other operating expenses increased by approximately S$209.000 in FY2004 to S$494. This lower rate of increase in our cost of sales can be attributed to economies of scale with optimum planning of our production workers in FY2005 and also because we had higher costs for chicken meat and eggs in FY2004 due to the occurrence of the avian influenza.2% in FY2005.000 in FY2005. This was mainly attributable to the gain on fair value adjustment of quoted investment of S$23. compared to S$9.000 increase in professional fees as we engaged consultants to improve our financial.9 million in FY2005.5 million in FY2005.6 million and employee benefits expense of approximately S$1.000 in FY2005.5 million in FY2004 to S$4.8 million in FY2005 due to an increase in the number of employees. our gross profit increased by approximately S$5. Increased selling and distribution expenses accounted for 48. we also had amortisation expenses of S$40.5 million in FY2004 to S$17.000 in FY2005.9 million (or 34. the overall rate of increase in our cost of sales was 4.2 million in FY2005.2 million from S$2. The increase was due mainly to an increase in depreciation arising from the addition of office equipment in FY2005.9% of the increase in our total operating expenses for FY2005.

This was mainly attributed to interest income earned on short-term deposits of S$139. increased from 38.4% in FY2004 to 14.000 in FY2005 to S$200.5 million (or 18. which is in line with the lower profits accounted for in 52 .4%) from S$13. frozen seafood. Consequently. Administrative expenses decreased by approximately S$43.9% of our revenue in FY2006.0 million in FY2006.000 placed with financial institutions in FY2006 as compared to S$16. which offset the increase in total operating expenses for FY2006 by 1. we were also able to better manage our operating expenses which resulted in a lower rate of increase in our operating expenses as compared to the rate of increase of our gross profit.6 million in FY2004 to S$4. curry spice. sugar.000 in FY2006.000 from S$39. our gross profit increased by S$2. The increase was mainly due to the increase in rental expenses for our retail outlets (for the 11 additional retail outlets in FY2006 and the full year rental of the six retail outlets opened in FY2005) of approximately S$0. Consequently.17 million to S$4. Included in the 11 new retail outlets were three new retail outlets for “1901” whose business accounted for 2.8 million in FY2006.5 million in FY2005 to S$16.2 million (or 12.13 million.5 million (or 22.000 in FY2006 and lower bonus paid in FY2006 as compared to FY2005. In addition.000 from FY2005 to FY2006 is due to the lower director’s fees declared from S$500.6% in FY2005.9 million in FY2005 to S$11.0%) from S$4.1% in FY2006.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Profit before taxation Our profit before taxation increased by approximately S$1.7 million and employee benefits expense of approximately S$0. The 2. Productivity and Innovation Board (SPRING Singapore) and the Singapore Workforce Development Agency amounting to S$135.7%.000 registered in FY2005. Selling and distribution expenses increased by approximately S$2.3 million in FY2005 to S$13.9 million from FY2005 to FY2006.000 in FY2006.0 million in FY2005 to S$33.5%) from S$8.2 percentage points from 12. The decrease in the total directors’ remuneration and fees of S$440. The decrease was attributable to decrease in certain expenses such as directors’ remuneration and fees and professional fees.9% in FY2006.8% in FY2005 to 40. FY2006 vs FY2005 Revenue Our revenue increased by approximately S$4. flour and chicken). Increased selling and distribution expenses accounted for 87.2 million in FY2005. Our signature curry puff remained the major contributor to our revenue and accounted for 33. We also had government grants from the Standards.2% in FY2005 to 59.3%) from S$29.8 million (or 16. There was also an increase in revenue from delivery sales partly due to the island wide “football fever” during the World Cup month in June 2006. Other operating income Other operating income increased by approximately S$260. Operating expenses Our total operating expenses increased by approximately S$2. margarine. Cost of sales and gross profit margin Our cost of sales increased by approximately S$2.3%) from S$17. The increase in revenue was mainly attributed to the increase of 11 new retail outlets from 40 as at 31 December 2005 to 51 as at 31 December 2006. and our gross profit margin decreased from 61.5% of the increase in our total operating expenses for FY2006. vegetable oil. The increase in profit before taxation can be attributed to the substantial increase in our gross profit caused by the increase in revenue.8 million in FY2005 to S$20.1 million in FY2006. profit before taxation margin improved by 2.000 (or 1.2% of our revenue in FY2006.000 in FY2005 to S$299.2 million (or 24.0 million in FY2006. as a percentage of our revenue.8 million in FY2006.6 million (or 63.1%) from S$2.6%) from S$11. We also had revenue from the full year sales registered by the six retail outlets opened in FY2005.1 percentage point increase was mainly attributable to higher costs of raw materials (in particular. Cost of sales.

Our signature curry puffs remained the major contributor to our revenue and accounted for 33.4% in FP2007.1 million in FP2007.000 (or 2. Our profit before taxation margin was reduced by 2.15 million in FY2006. Consequently.1%) from S$9. although our gross profit increased by approximately S$1. The increase was mainly attributed to increased depreciation expenses due to additional property.000 from the disposal of two motor vehicles in FP2007.2 percentage points from 59. We also had increased contribution from “1901” which accounted for 3.2% of the increase in our total operating expenses for FY2006. the overall rate of increase in our cost of sales was 3.5 percentage points higher as compared to the rate of increase in our revenue.000 in FY2006. Finance costs Finance costs increased by approximately S$15.6%) from S$82.000 in FP2006 to S$285.3% of our revenue in FP2007.24 million in FY2005 to S$4. This was mainly due to a gain of S$150. Profit before taxation Our profit before taxation decreased by approximately S$85.3% in FY2006. which include a loan due from a related party (an employee of the other shareholder) of S$77.9%) from S$6. This was mainly attributable to higher costs of raw materials and operating expenses such as rental expenses and repairs and maintenance costs. However.000 in FP2007.5 million (or 16. . 53 .000 from FY2005 to FY2006 was mainly due to some IPO expenses and consultancy fees (for the IPO and the implementation of the ERP system) incurred in FY2005.4%) from S$16.000 in FY2005 to S$848.3% of our total revenue in FP2007. Other operating expenses increased by approximately S$354.1 million in FP2006 to S$19.0 million in FP2007.6% in FY2005 to 12. our gross profit margin decreased by 1. and S$76. Old Chang Kee Chengdu Co.6%) from S$27.000 in FP2007 as compared to S$62. we commenced the selling of our used oil as scrap in FP2007.000 provision for reimbursement of start-up costs for the said Associated Company.9 million (or 18.000 (or 55.000 (or 247.3 percentage points from 14.000 in FP2007. being a bad debt. The decrease in professional fees of S$266.. as mentioned above. which accounted for 14. In addition.6% in FP2006 to 58. plant and equipment acquired and the expenses related to the setting up of a previous Associated Company in Chengdu.000 (or 71. The increase was mainly due to interest paid on four new finance leases taken up in the second half of FY2005 and one new finance lease taken up in FY2006 to finance the purchase of motor vehicles and computer equipment. Ltd.000 in FP2006. The increase in revenue was mainly attributed to the addition of eight Old Chang Kee retail outlets in Singapore from 41 as at 30 June 2006 to 49 as at 30 June 2007. We also had lower interest income of S$35.000 which was written off.000 in FY2006. Other operating income Other operating income increased by approximately S$203. PRC.9 million in FP2007.5 million in FP2006 to S$7. This was mainly due to increasing costs of raw materials.6 million in FP2006 to S$11.000 in FY2005 to S$42.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FY2006. FP2007 vs FP2006 Revenue Our revenue increased by approximately S$2. The decrease was partially offset by increase in repairs and maintenance and telephone costs for maintaining the ERP system which enable us to capture sales information on-line.4 million (or 21. as the directors’ bonus are pegged to the performance of our Group. Cost of sales and gross profit margin Our cost of sales increased by approximately S$1. The increase can be attributed to an increase in cost of raw materials (including contract manufacturing costs) to meet the increase in sales.7%) from S$494. Income from sale of used oil amounted to S$89.0%) from S$4.

7% of the increase in our total operating expenses.8% of the increase in our total operating expenses for FP2007.0%) from S$1. Increase in other selling and distribution expenses such as electricity.2 million (or 29.000. Increase in selling and distribution expenses accounted for 72. 54 . PRC.4 million in FP2007. depreciation.0 million in FP2007.000 (or 15.000 (or 31. Administrative expenses increased by approximately S$521.7 million in FP2007.000 and employee benefits expense of approximately S$505.8%) from S$19. There was also an increase in administration employee benefits expense by approximately S$111. Profit before taxation margin decreased by 4.000 in FP2006 to S$461.000 arising as a result of increased cost of buying THB (as THB appreciated against S$) and increased depreciation of approximately S$29. Other operating expenses increased by approximately S$58.6 million (or 30.000 due to additions of office equipment in FP2007.000 in FP2006 to S$512. Increase in administrative expenses accounted for 24. The increase was due mainly to exchange losses of approximately S$184.000 in FP2006 to S$22.7 million in FP2006 to S$2. The decrease was mainly due to higher raw material costs and higher selling and distribution expenses in FP2007.000 in FP2007 due to higher sales.5% of the increase in our total operating expenses for FP2007. in line with the increase in the number of retail outlets.000 in FP2007 which accounted for 2. packing materials.000 in FP2007.000 from S$350. There was also an increase in repairs and maintenance costs of approximately S$143. This was offset by a provision for reimbursement of start-up costs for an Associated Company to be set up in Chengdu.1 million in FP2006 to S$6.2%) from S$2. operating and administrative systems and for trademark registrations.8%) from S$454. Finance costs Finance costs increased by approximately S$3.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operating expenses Our total operating expenses increased by approximately S$2.000.000 which includes computer maintenance costs for the eight additional retail outlets opened in FY2006 and other general maintenance of machinery and equipment.000 (or 12.2 million in FP2007.0% in FP2006 to 10. The increase was mainly due to the increase in rental expenses for our retail outlets (for some existing retail outlets and the full six months rental of the eight additional retail outlets opened in FY2006) of approximately S$547.000 increase in professional fees as we engaged consultants for services to improve our financial. Profit before taxation Our profit before taxation decreased by approximately S$390.4%) from S$7. Selling and distribution expenses increased by approximately S$1.000 (or 16. and a bad debt written off relating to a loan due from a related party (an employee of the other shareholder) in FP2006 of S$155. The increase was attributable to an approximately S$174. cleaning expenses and marketing expenses accounted for approximately S$499.4 percentage points from 15.000 in FP2007. Please refer to the section entitled “Overview – Other operating expenses” of this Prospectus for further details.6% in FP2007. The increase was mainly due to higher interest expenses as we utilised more bank overdrafts in FP2007 as compared to FP2006 and had taken up additional finance lease in FY2006 to finance the purchase of computer equipment.4 million in FP2006 to S$2.2 million in FP2006 to S$9.4%) from S$5.

Divestment and Commitment” of this Prospectus for further details. The net book value of our leasehold building at 2 Woodlands Terrace amounted to S$2.000 and S$85. had a net book value of S$88. Our investment in associated companies amounted to S$16. accounting for 93.000 and S$86. plant and equipment had a net book value of S$5.3%-owned Pure Options (which is currently in the process of being struck-off). This includes our investment in our 40. plant and equipment comprised mainly our leasehold building.9% of our total non-current assets as at 31 December 2006 and 30 June 2007 respectively.000 as at 31 December 2006 and 30 June 2007 respectively. plant and equipment.4 million. We have recognised our share of losses in Old Chang Kee Malaysia and Pure Options up to a maximum of the investment costs in these Associated Companies. purchased for networking purposes. Our property.000 as at 30 June 2007.5% and 95. motor vehicles and electrical fittings.3 million and S$9.1 million and S$1. furniture and computer equipment of S$529.000 and S$189. club memberships and franchise rights.000 respectively. Machinery and equipment which relates to kitchen equipment for our production facility and retail outlets amounted to S$1. Our non-current assets had a net book value of S$6.000 and S$30. with net book value of S$34.7 million as at 31 December 2006 and 30 June 2007 respectively.000 due from Pure Options.000 and S$304.000 respectively as at 31 December 2006 and S$600. we have waived the outstanding amount of S$10.3 million. the total outstanding amounts due from our Associated Companies were S$57.000 and S$905. Intangible assets comprised computer software licences.6 million.0%-owned Old Chang Kee Thailand (which is currently dormant and with which we intend to engage in the trading of seafood products) and our 33. As at the Latest Practicable Date. Please also refer to the section entitled “Material Capital Expenditure. with the striking off of Pure Options. furniture and computer equipment is due mainly to the renovation and upgrading of our production facility at 2 Woodlands Terrace to include a full mezzanine floor to extend the built-in area of the building as well as the setting up of new retail outlets. We had motor vehicles (comprising cars for our Executive Directors and managers and vans for delivery). amounting to S$85.000 as at 31 December 2006 and S$17. Our property.000 as at 31 December 2006 and 30 June 2007 respectively. as at 31 December 2006 and 30 June 2007 respectively.000. relate to amounts due from Old Chang Kee Malaysia which remained outstanding as at the Latest Practicable Date.000. The significant increase in the capitalised renovation costs.000 as at 31 December 2006 and 30 June 2007 respectively.8% and 58.4% of our total assets. intangible assets and quoted investment. electrical fittings.0%-owned Old Chang Kee Malaysia.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS REVIEW OF PAST FINANCIAL POSITION Non-current assets Non-current assets comprised mainly property.2 million as at 31 December 2006 and 30 June 2007. 55 . and had a net book value of S$339. S$1. electrical fittings. This was mainly because of the appreciation of THB against S$ which increased our investment in Old Chang Kee Thailand when expressed in S$ as at the balance sheet dates. Club memberships. The balance.000 respectively as at 30 June 2007. S$1. Franchise rights for “1901” were capitalised and amortised over a five-year period. our 40.000.8 million. capitalised renovation costs.9 million and S$9. We also made advances to our Associated Companies and as at 31 December 2006 and 30 June 2007. S$348. machinery and equipment. accounting for 38.000 as at 31 December 2006 and 30 June 2007 respectively.000. S$636. S$1.2 million and S$818.000. S$211. computer equipment for our ERP system. Computer software licences for our ERP system amounted to S$217.

2% and 58.4% and 86.2 million and S$2. which include insurance expenses and expenses incurred for this listing exercise. The largest component of our current liabilities was trade and other payables. Deposits refer to security deposits made in the course of leasing our retail outlets. The largest component of our current assets was cash and cash equivalents.7 million. a sum of S$2. Current liabilities Current liabilities comprised trade and other payables. PRC. Inventories comprising mainly raw materials amounted to S$446. as at 31 December 2006.000 as at 31 December 2006 and 30 June 2007 respectively.000 for reimbursement of start-up costs for an Associated Company set up in Chengdu.000 as at 31 December 2006 and 30 June 2007.1 million as at 31 December 2006 and 30 June 2007 respectively.000 as at 30 June 2007. trade and other receivables and inventories.000 as at 31 December 2006 and 30 June 2007 respectively.5 million and S$6.2% and 41.5 million.9 million and S$5. representing 66. This amount has been settled in June 2007.000 as at 31 December 2006 and 30 June 2007 respectively.000 as at 31 December 2006 and 30 June 2007 respectively. bank overdrafts. As at 31 December 2006. We also had bank overdrafts of S$173. Cash and cash equivalents stood at S$6. In addition. finance lease liabilities and club membership payable within one year.000 and S$818. Also included were other payables and accrued expenses of about S$1. Trade and other payables consisted of mainly trade payables arising from the purchase of raw materials and contract manufacturing costs which amounted to S$2. Finance lease liabilities due within one year for the purchase of computer equipment and motor vehicles amounted to S$344.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Current assets Current assets comprised cash and cash equivalents.000 as at 31 December 2006 and 30 June 2007 respectively) and revenue collected on our behalf by the landlord of a retail outlet (which amounted to S$30.2% of our total liabilities as at 31 December 2006 and 30 June 2007 respectively. Trade and other receivables amounted to S$1. we had trade and other receivables arising mainly from export sales to our overseas franchisees (which amounted to S$41.9 million and S$7.4 million and S$171. Deposits for our retail outlets amounted to S$1. Provision for income tax amounted to S$900. 56 .000 as at 31 December 2006 and 30 June 2007 respectively). in relation to the setting up of Old Chang Kee Australia.5 million as at 31 December 2006 and 30 June 2007 respectively as well as a provision of S$77.000 and S$27. accounting for 87.000 as at 31 December 2006 to S$665. other liabilities.6 million and S$4.000 and S$124. Club membership due within one year amounted to S$15. Please refer to the section entitled “Inventory Management” of this Prospectus for further details. Prepayments.000 was due to a related party. trade and other receivables as at 31 December 2006 also include advance payments made for factory and office improvement works of S$1.000 and S$526. provision for taxation.2% of our current assets as at 31 December 2006 and 30 June 2007 respectively. We had current assets of S$9.1 million.6 million as at 31 December 2006 and 30 June 2007 respectively. accounting for 61.000 as at 31 December 2006 and 30 June 2007 respectively.4 million and S$1. As at 31 December 2006. While majority of our sales are conducted on cash basis only. deposits.1 million and S$1. namely Han Jong Kwong Roland.6% of our total assets as at 31 December 2006 and 30 June 2007 respectively. monies due to Directors (being advances granted to our Group by our Directors) amounted to S$2.000 and S$323.000 and S$203.3 million which was capitalised in FP2007. which stood at S$5.000 and S$140.2 million at 31 December 2006 and 30 June 2007 respectively.000 as at 31 December 2006 and 30 June 2007 respectively. Other liabilities which relate to foreign staff deposits and provision for leave not taken by employees accounted for S$180. increased from S$149.0 million. Please refer to the section entitled “Past Interested Person Transactions” of this Prospectus for further details of the advances from our Directors. We had current liabilities of S$7.

57 . To the best of our Directors’ knowledge.000 as at 31 December 2006 and 30 June 2007 respectively.4 million of which S$2. The finance lease liabilities incurred effective interest rates of 4. The interest rates for the S$173.000 as at 31 December 2006 and 30 June 2007 respectively. our shareholders’ equity amounted to S$7. Finance lease liabilities for the purchase of computer equipment and motor vehicles amounted to S$485.0 million of which S$1. we had a healthy working capital of S$2. Deferred tax liabilities amounted to S$576.000. These bank overdrafts are repayable on demand and were fully settled in August 2007.000 and S$13.68% per annum. As at 30 June 2007.000 and our cash and cash equivalents (net of bank overdrafts) stood at S$4.000 and reserves of S$8.4 million.5% per annum. Shareholders’ equity As at 31 December 2006.000 bank overdrafts ranged from 6. with a repayment period of between 11 and 69 months from 31 December 2006.0 million of which S$1. As at the Latest Practicable Date. LIQUIDITY AND CAPITAL RESOURCES Our internal sources of cash comprised mainly cash generated from sales at our various retail outlets while our external source of financing is primarily from finance leases and credit extended to us by our suppliers. The share application money was converted to ordinary shares in our Company on 3 April 2007.15% to 8. our shareholders’ equity increased to S$9.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Non-current liabilities Non-current liabilities comprised finance lease liabilities.2 million remained unutilised. deferred tax liabilities and club membership payable after one year.000 as at 31 December 2006 and 30 June 2007 respectively.6% and 13.8 million were utilised and the balance of S$3.000 and S$401.0% to 6. our Group is not in breach of any of the terms or conditions or covenants associated with any credit arrangement or bank loan which could materially affect our financial position.4 million. capital expenditure and operating expenses. As at 30 June 2007. As at 30 June 2007.8% of our total liabilities as at 31 December 2006 and 30 June 2007 respectively. or the investments by our Shareholders in our Company. share application money of S$100.000 bank overdrafts ranged from 6. This comprised issued capital of S$700.68% per annum. with a repayment period of between five and 82 months from 30 June 2007. we had total bank and finance lease facilities of S$8.4 million and our cash and cash equivalents (net of bank overdrafts) stood at S$6. In the reasonable opinion of our Directors. we had a net working capital of S$363. Our principal usage of cash is the purchase of raw materials.8 million remained unutilised. with a repayment period of between one and 80 months from the Latest Practicable Date.000 and reserves of S$6.1 million. As at 31 December 2006.15% to 6. As at the Latest Practicable Date. the working capital available to our Group is sufficient for our present requirements.2 million remained unutilised. Non-current liabilities stood at S$1.15% to 6. As at 31 December 2006.8 million were utilised and the balance of S$3.1 million.000 and S$657. The finance lease liabilities incurred effective interest rates of 4. as at the date of lodgement of this Prospectus.0% to 6. The finance lease liabilities bear effective interest rates of 4. Club membership payable after one year amounted to S$20.6 million were utilised and the balance of S$5. comprising issued capital of S$800.8 million. The interest rates for the S$140. business operations. we had total bank and finance lease facilities of S$5.25% per annum.6 million. These bank overdrafts are repayable on demand. Please refer to the section entitled “Share Capital” of this Prospectus for further details. results. we had total bank and finance lease facilities of S$5.0 million.3 million.73% per annum.5 million and our cash and cash equivalents stood at S$4. accounting for 12. we had a net working capital of S$1.

480) (1.000 from increases in trade and other receivables as well as inventories and cash inflow of S$340. Net cash used in financing activities amounted to S$662.392 3. We also had cash outflow of S$38.979 (4.000 to acquire computer software licences for our ERP system. We also registered cash inflow of S$738.600 6.000.000.0 million was attributable to additions to plant and equipment.068 4. interest paid of S$13. In FY2005. we generated an operating profit before working capital changes of approximately S$3. our net cash from operating activities amounted to S$5.792 4.295 (2. We also received S$51. including machinery and equipment as well as motor vehicles.000 from an increase in trade and other payables.2 million. During the year.2 million in FY2004. S$242. our net cash from operating activities amounted to S$3.1 million.952 FY2004 In FY2004.000. We had cash outflow of S$123.479 1.2 million was utilised to expand and upgrade our leasehold premises at 2 Woodlands Terrace and to implement our ERP system to automate our operations.000 in proceeds from disposal of property.000 and interim dividends paid in respect of FY2004 of S$560.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table sets out a summary of the combined cash flow statements of our Group for the period under review:Audited S$’000 Net cash generated from operating activities Net cash used in investing activities Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year/period Cash and cash equivalents at the end of the financial year/period FY2004 3.283) 1. net cash used in investment activities amounted to S$1.068 FY2006 5.000 to Gain Up (M) Sdn Bhd (further details set out in the section entitled “Past Interested Person Transactions” of this Prospectus) and paid tax of S$401.600 Unaudited FP2007 1.4 million. These were offset by cash outflows from increases in inventories. we generated an operating profit before working capital changes of approximately S$5. our trade payables increased and we registered cash inflow of S$625.5 million. 58 . deposits.000 for the payment of club membership.099) (320) (2. With income tax payments of S$700.3 million in FY2005. of which S$2. The increase in deposits was similarly attributable to the additional retail outlets opened in FY2005.000.000 in FY2004.000. Consequently.000 from an increase in other payables and accruals due mainly to provisions for bonus and an increase in finance lease liabilities.197 (1.589 FY2005 5.000 respectively. The increase in trade and other receivables was due to amount owing by landlords for sales takings collected on our behalf. we also made an advance of S$61.532 3. of which S$1.232) (2. as well as trade and other receivables of S$106. our raw material purchases increased and accordingly. With the opening of six new retail outlets in FY2005. net cash used in investment activities amounted to S$2.000 and S$242. plant and equipment.000 from the increase.440) 6. We used S$290.392 3. This comprised repayment of finance lease liabilities of S$89.875) 1. In FY2004. The increase in inventories was a result of the increase in raw materials corresponding to the increase in the number of retail outlets.899 (1.056) (662) 1. FY2005 In FY2005. These increases are mainly attributable to the increases in raw material purchases and contract manufacturing costs as our sales increased with the opening of seven new retail outlets in FY2004.

payment of interest on finance leases of S$27.0 million. Malaysia and Chengdu.0% interest in Old Chang Kee Thailand (which is currently dormant and with which we intend to engage in the trading of seafood products) and a 33. We also made advances of S$29.000 with the increase in number of retail outlets. The cash outflow was offset by cash inflow from a decrease of S$506. plant and equipment for our new retail outlets. purchase of computer software and payment for club membership.000 and S$10. These cash inflows were offset by cash outflows due to an increase of S$1. 59 . we registered net cash generated from operating activities of S$2.998 were received during the year to partially finance the investments in the abovementioned associated companies.0% interest in Old Chang Kee Malaysia. The decrease was mainly because we repaid advances of S$2. FY2006 In FY2006.2 million. plant and equipment for our new retail outlets and for improvement made to our production facilities and office.5 million.9 million in FY2006.000.000. There was also a cash outflow of S$110.000 in trade payables and accruals of operating expenses.5 million in FY2006.000.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net cash used in financing activities amounted to S$1.000 from working capital changes and tax paid of S$395. Thailand.3 million in FP2007 and offset by an increase in deposits of S$160. These were offset by a cash inflow of S$119. a 40. Please refer to the section entitled “Past Interested Person Transactions” of this Prospectus for further details.1 million. The share application money was converted to ordinary shares in our Company on 3 April 2007. This was mainly attributed to a cash outflow of S$1. which were repaid in January 2007. This comprised repayment of finance lease liabilities of S$338.3 million relating to the acquisition of property. This was mainly attributed to a cash outflow of S$4. Together with net cash inflow of S$1. In FY2006.9 million in FY2006.000 from working capital changes arose mainly from cash outflow from a decrease of S$691.6 million. offset by an increase of S$1. The increase in trade payables and accruals of operating expenses was due to more retail outlets in FY2006.000 from interestbearing deposits. interest payments of S$42.000 and prepayments of S$516. The net cash outflow of S$274. net cash used in investing activities amounted to S$1.6 million. The net cash inflow from working capital changes related mainly to cash inflows from an increase in trade and other payables of S$555. Net cash used in financing activities amounted to S$2.000 in trade and other receivables.000 interest income from interest-bearing deposits. plant and equipment and quoted investment as well as S$137.8 million in trade and other receivables which were mainly attributable to advance payments made by us for factory and office improvement works as well as an increase in inventories of S$96.000 from the disposal of motor vehicles and computers as well as interest income of S$36.000.000 and final dividends paid in respect of FY2006 of S$2.0 million in FP2007. As a result of these investments. we generated an operating profit before working capital changes of approximately S$2. This comprised mainly a decrease in trade and other receivables as we capitalised advance payments made for factory and office improvement works of S$1. In FP2007. we generated an operating profit before working capital changes of approximately S$5. Share application money of S$99.000 and interim dividends paid in respect of FY2005 of S$1.000 to Old Chang Kee Malaysia and Pure Options respectively.000. These were offset by cash inflow of sales proceeds of S$204. Please refer to the section entitled “Share Capital” of this Prospectus for further details. we registered net cash generated from operating activities of S$5. Please refer to the section entitled “Past Interested Person Transactions” of this Prospectus for further details.5 million due to our Directors in FP2007. We made advances of S$47.2 million from working capital changes and tax paid of S$903.000 for investments in food related businesses in Singapore. we have a 40. Together with net cash outflow of S$274.3 million in FY2005.000 to an Associated Company. net cash used in investing activities amounted to S$4. FP2007 In FP2007.8 million in trade payables and accruals in FP2007.000. We also had cash inflow from an increase in advances from Directors of S$2. PRC. This comprised repayment of finance lease liabilities of S$248. deposits and prepayments.000 from the disposal of property.3% interest in Pure Options (which is currently in the process of being struck-off).3 million relating to the acquisition of property.

This comprised repayment of finance lease liabilities of S$298.000.496 (2) (2) – 71 341 381 109 149 13 – – 1.016(2) – Computer software licences – Franchise rights Disposals (4) – Machinery and equipment – Motor vehicles – Renovation – Electrical fittings – Furniture – Computers – – – – – – – – 53 4 2 1 – 60 1 – – – – 2 3 – 53 – – – 3 56 – 73 – – – – 73 Notes:(1) This relates to the cost of property. FY2005.279 739 501 228 11 550 44 947 290 – 3. plant and equipment and intangible assets disposed of during the respective financial years/periods. plant and equipment and intangible assets acquired during the respective financial years/periods. electrical fittings and furniture in FP2007 was due to the final billing for all the work done for the renovation and upgrading of our production facility at 2 Woodlands Terrace to include a full mezzanine floor to extend the built-in area of the building and the opening of three new retail outlets.064 1. renovation. This relates to the implementation of our ERP system.433(2) 530 40 3 – 4.000 in FP2007. MATERIAL CAPITAL EXPENDITURE. FY2006. The significant increase in the additions of machinery and equipment.474 375 838 261 1. This relates to the net book value of property. DIVESTMENT AND COMMITMENT Our material capital expenditure and divestment in FY2004. FP2007 and for the period from 1 July 2007 up to the Latest Practicable Date are as follows:Audited Unaudited 1 July 2007 to the Latest Practicable Date S$’000 Additions (1) FY2004 FY2005 FY2006 FP2007 – Leasehold building (due to improvements at our production facility at 2 Woodlands Terrace) – Machinery and equipment – Motor vehicles – Renovation (for our retail outlets and production facility at 2 Woodlands Terrace) – Electrical fittings – Furniture – Computers (3) (3) – 419 496 200 146 18 – – – 1. (2) (3) (4) 60 .000 and interest paid of S$22.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net cash used in financing activities amounted to S$320.310 – 498 81 247 142 180 269 16 41 1.

As at the Latest Practicable Date.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS We had a quoted investment through a unit trust fund. after the completion of the renovation works. Save as disclosed above and in the section entitled “Restructuring Exercise” of this Prospectus.000 which were offset against our asset revaluation reserve. we entered into a sale and purchase agreement with Nineteen O One Sdn. we had non-cancellable operating lease commitments in respect of lease of factory land and retail outlets as follows:S$’000 Within one year After one year but not more than five years After five years 4. Bhd.000. Bhd. In May 2007.000 to upgrade the production line with auto-stacker machine and auto-indexing machine. The upgrade will be completed by end January 2008.000 in FY2006 with a gain of S$7. we conducted a valuation and registered a loss on fair value adjustment on our leasehold building at 2 Woodlands Terrace of S$119.994 61 . On 15 November 2007. Our gain on fair value adjustment of quoted investment for the period under review was as follows:Audited S$’000 FY2004 FY2005 FY2006 Gain on fair value adjustment of quoted investment 9 23 – We disposed our quoted investment for S$107. our Group has no other material capital expenditure or divestment for the period from 1 July 2007 to the Latest Practicable Date.037 3. Completion of the Disposal took place on 15 November 2007. which will be paid by cash. we had capital commitments of S$82. pursuant to which the entire issued and paid-up share capital of 1901 Singapore would be transferred to Nineteen O One Sdn.000 (the “Disposal”).890 1. As at the Latest Practicable Date. for a consideration of S$180.

the payment by our Company to CDP of any dividend payable to a Shareholder whose name is entered in the Depository Register shall.008. Save as disclosed below. results of operations.000 FY2005 S$1.000 Subsidiary Ten & Han Dividends Interim FY2004 S$560. In making their recommendations. unless the rights attaching to an issue of any ordinary share provide otherwise. general business condition and other factors as our Directors may deem appropriate. Future dividends will be paid by us as and when approved by our Shareholders. none of our subsidiaries have declared or paid any dividends since 1 January 2004:1 July 2007 to the Latest Practicable Date S$700. general financial condition. inter alia. as well as general business conditions and other factors which our Directors may deem appropriate. our Directors will consider. where necessary. Notwithstanding the foregoing. to the extent of payment made to CDP. No inference should or can be made from any of the foregoing statements as to our actual future profitability or our ability to pay dividends in any of the periods discussed. declare dividends at a general meeting.DIVIDEND POLICY Our Company has not declared or paid any dividend since its incorporation. but we may not pay dividends in excess of the amount recommended by our Directors. operations. Our Directors may also declare an interim dividend without the approval of our Shareholders. cash flow. The amount of dividends declared and paid by us should not be taken as an indication of the dividends payable in the future. Unless otherwise directed. We may. our retained earnings and expected future earnings. discharge our Company from any liability to that Shareholder in respect of that payment. and Directors.071 FP2007 – We currently do not have a fixed dividend policy. frequency and amount of future dividends on our Shares will depend on our earnings. 62 . subject to the approval of our Shareholders. dividends are paid by cheque(s) or by warrant(s) sent through the post to each Shareholder at his registered address. capital requirements and general financing condition. All dividends are paid pro-rata among the Shareholders in proportion to the amount paid up on each Shareholder’s ordinary shares. The form. For information relating to taxes payable on dividends. please refer to Appendix I of this Prospectus. capital requirements.000 FY2006 S$2. The declaration and payment of dividends will be determined at the sole discretion of our Directors. by ordinary resolution of our Shareholders. cash flow.495.

Please refer to the section entitled “Present and Ongoing Interested Person Transactions” of this Prospectus for further details.341 12. (2) Please also refer to the section entitled “Liquidity and Capital Resources” of this Prospectus for further discussion on our indebtedness. 63 .000 in relation to letters of guarantee issued to landlords of certain retail outlets. As at 31 October 2007.695 S$’000 Cash and cash equivalents As at 30 June 2007 4. As adjusted for the net proceeds from the issue of the New Shares 7. The finance lease liabilities were taken up to finance the purchase of vehicles and computer equipment and were secured by such assets.CAPITALISATION AND INDEBTEDNESS The following table summarises the cash and bank balances as well as capitalisation and indebtedness:(a) (b) (c) based on our unaudited combined balance sheet as at 30 June 2007. Han Keen Juan and/or our CEO.549 10. You should read this table in conjunction with:our consolidated financial statements and the related notes included in this Prospectus.879 13.004 9. William Lim. and as adjusted to give effect to the issue of New Shares pursuant to the Invitation and the application of the net proceeds from the Invitation. and the section entitled “Management’s Discussion and Analysis of Financial Condition and Result of Operations” of this Prospectus.092 As at 31 October 2007 4. we had contingent liabilities of S$160. based on our unaudited management combined balance sheet as at 31 October 2007.671 Notes:(1) Guaranteed by our Executive Chairman.365 Indebtedness Bank overdrafts – Unsecured and guaranteed by Ten & Han Finance lease liabilities (current) – Secured and guaranteed (1) (2) 140 153 (2) – 104 163 58 467 792 – 104 163 58 467 792 Finance lease liabilities (current) – Secured and non-guaranteed Finance lease liabilities (non-current) – Secured and guaranteed 170 100 (2) (1) (2) Finance lease liabilities (non-current) – Secured and non-guaranteed Total indebtedness 301 864 Capitalisation Shareholders’ equity Total capitalisation and indebtedness 9.140 10.

mortgages.CAPITALISATION AND INDEBTEDNESS Save as disclosed above. there were no material changes in our total capitalisation and indebtedness. charges. obligations under finance leases. 64 . The increase in cash and cash equivalents of approximately S$3. guarantees or other material contingent liabilities. since 31 December 2006 to 31 October 2007. Save as disclosed above.3 million after the Invitation is due to the net proceeds from the issue of the New Shares pursuant to the Invitation. our Group had no other borrowings or indebtedness (direct or indirect) or liabilities under acceptances or acceptance credits.

as a new investor subscribing for the New Shares in the Invitation Dilution to you.000 S$5.01) 13. minus the amount of our total liabilities and minority interests) as at 30 June 2007 was S$9.000 11. The following table illustrates this per Share dilution:Cents Issue Price per New Share NAV per Share as adjusted for any disposal or acquisition which occurred between 30 June 2007 and the date of the registration of this Prospectus by the Authority based on the pre-Invitation share capital of 68. as a new investor subscribing for the New Shares in the Invitation (as a percentage of the Issue Price) 20.01 cents per Share to our existing Shareholders and an immediate dilution to you. is a nephew of our Executive Chairman.33 11.400. Han Keen Juan.36 cents per Share (based on the pre-Invitation share capital of 68. as a new investor subscribing the New Shares in the Invitation:Effective cash cost per Share/ Issue Price per New Share (cents) Number of Shares Directors Han Keen Juan William Lim (1) (1) Consideration 68.17 20.400.36 (0. or 13.000 Shares).892 6.000 Shares).35 cents per Share (based on the post-Invitation share capital of 93.35 6.000 S$763. will be S$12.0 13.900 S$5.896 8.699.000. as a new investor subscribing for the New Shares in the Invitation.400.DILUTION Dilution arises because the Issue Price per New Share is higher than our NAV per Share attributable to the existing holders of our issued Shares.000. as adjusted for the effects of the Invitation as well as any disposal or acquisition which occurred between 30 June 2007 and the date of the registration of this Prospectus by the Authority.17 Substantial Shareholder Ng Choi Hong (1) 6. Han Keen Juan. Ng Choi Hong is the spouse of our Executive Chairman.3% The following table compares the effective cash cost per Share (after adjusting for the Restructuring Exercise and the Sub-division of Shares) paid by our Directors and our Substantial Shareholders at any time during the period of three years before the date of lodgment of this Prospectus and the Issue Price per Share to be paid by you. Our NAV (which is the amount of our total assets. This represents an immediate increase in NAV of 0.000 25.000 Shares Decrease in NAV per Share attributable to existing Shareholders pursuant to the Invitation NAV per Share as adjusted for the effects of the Invitation as well as any disposal or acquisition which occurred between 30 June 2007 and the date of the registration of this Prospectus by the Authority based on the post-Invitation share capital of 93.399. William Lim.400.840.840.65 33.991 S$763.000 Shares Dilution to you. Our NAV. 65 .1 million.00 New investors Note:(1) Our CEO.5 million or 13.

600. our Company has only one class of shares. our Company changed its name to “Old Chang Kee Ltd. pursuant to Section 161 of the Companies Act. and/or (iii) subsequent consolidation or sub-division of shares. As at the Latest Practicable Date. which when issued and fully paid-up. For the purposes of this resolution and pursuant to Rules 806(3) and 806(4) of the Listing Manual. an extract of which is set out in Appendix C of this Prospectus entitled “Extracts of our Articles of Association”. Han Keen Juan and our CEO. (whether by way of rights.”. of the post-Invitation issued share capital of our Company and that the aggregate number of Shares to be issued other than on a pro-rata basis to the then existing Shareholders of our Company shall not exceed 20 per cent. whichever is earlier. Unless revoked or varied by our Company in a general meeting. (ii) new Shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time such authority is given.”. pursuant to the Restructuring Exercise. management. 13 November 2007 and 21 November 2007. to (i) allot and issue Shares in our Company. provided that the options or awards were granted in compliance with the Listing Manual. of the post-Invitation issued share capital of our Company. being our Shares which are in registered form. deferred or unissued shares reserved for issuance for any purpose. the conversion of our Company into a public limited company and the change of our name to “Old Chang Kee Ltd. The New Shares shall have the same interest and voting rights as our existing Shares which were issued prior to the Invitation and there are no restrictions on the free transferability of our Shares. and that authority be given to our Directors. “post-Invitation issued share capital” shall mean the enlarged issued and paid-up share capital of our Company after the Invitation after adjusting for any (i) new Shares arising from the conversion or exercise of any convertible securities. provided that the aggregate number of Shares to be issued pursuant to such authority shall not exceed 50 per cent.GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP SHARE CAPITAL Our Company was incorporated in Singapore on 16 December 2004 under the Companies Act as a private company limited by shares under the name of “Old Chang Kee Singapore Pte. the adoption of a new set of Articles of Association of our Company. the following:(a) the allotment and issue of an aggregate of 5. the Shareholders of our Company approved. On 22 November 2007. inter alia. the sub-division of each Share in the existing issued and paid-up share capital of our Company into 12 Shares (the “Sub-division of Shares”). such authority shall continue in full force until the conclusion of the next annual general meeting of our Company or the date by which the next annual general meeting is required by law or by our Articles of Association to be held. The rights and privileges of our Shares are stated in the Articles of Association of our Company. (b) (c) (d) (e) (f) 66 . the allotment and issue of the New Shares pursuant to the Invitation.” in connection with its conversion into a public company limited by shares. bonus or otherwise) at any time and upon such terms and conditions and for such purposes and to such persons as our Directors shall in their absolute discretion deem fit. William Lim. There are no founder.000 new ordinary shares in our Company to our Executive Chairman. Ltd. except that the Directors shall be authorised to allot and issue new Shares pursuant to the convertible securities notwithstanding that such authority has ceased. and (ii) issue convertible securities and any Shares in our Company pursuant to the convertible securities. At the extraordinary general meetings held on 12 November 2007. will rank pari passu in all respects with the existing issued Shares.

the Companies Act was amended to abolish the concepts of par value. Pursuant to the Sub-division of Shares. or has the right to be given.GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP No person has. capital redemption reserve and issuing shares at a discount to par value. the resultant share capital of our Company will be increased to S$9. our Company’s issued and paid-up capital was S$2.030.030. A summary of the changes in the issued and paid-up share capital of our Company since 16 December 2004.00 each. our Company or any of our subsidiaries.000 SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP Pursuant to share transfer agreements dated 15 November 2007 between Han Keen Juan and (i) William Lim.892 6.400.400. an option to subscribe for or purchase any securities of our Company or any of our subsidiaries. the share capital of our Company is S$5.700. or was exercised by.900 Name of transferees William Lim Ng Choi Hong 67 . As at the date of incorporation.888 S$763.000 Shares. No option to subscribe for or purchase Shares in our Company has been granted to.000 68.000 5.000 9. Upon the allotment and issue of the New Shares pursuant to the Invitation.000 issued and fully-paid Shares. Han Keen Juan made the following share transfers:Number of Shares transferred 6. being the date of incorporation.400. any of our Directors or Executive Officers.700. Among other things.00.000 Consideration payable to Han Keen Juan S$763.840.000 100.839.000 93. comprising two ordinary shares of S$1.000 Shares. As at the Latest Practicable Date and pursuant to the Restructuring Exercise.700. being the date of incorporation Issue of 99. authorised share capital.000 new Shares pursuant to the acquisition of Ten & Han.700.000 5.700.600.000 5. The Companies (Amendment) Act 2005 came into effect on 30 January 2006. share premium.998 new Shares pursuant to the conversion of share application money of S$99. and (ii) Ng Choi Hong.400. the share capital of our Company was S$5. or debentures of.700. as further described in the section entitled “Restructuring Exercise” of this Prospectus Sub-division of one Share into 12 Shares pursuant to the Sub-division of Shares New Shares to be issued pursuant to the Invitation 2 100. No person has been granted or is entitled to be granted an option to subscribe for and/or purchase shares in.000 comprising 5.000 comprising 68. and the resultant issued and paid-up share capital of our Company immediately after the Invitation is set out below:Resultant number of issued Shares Resultant issued and paid-up share capital (S$) 2 Issued and paid-up share capital as at 16 December 2004.000 comprising 93.998 Issue of 5.

no shares in or debentures of our Company or any of its subsidiaries have been issued.00 Date 17 September 2007 Event Capitalisation of retained earnings Old Chang Kee Australia Number of ordinary shares issued 3 Issue price per ordinary share AUD1.998 new Shares) 100.000 Issue price per ordinary share S$1.000 Resultant issued and paid-up share capital S$5. within the period of three years preceding the date of lodgment of this Prospectus with the Authority.000. there were no changes in the ownership of Shares in our Company from the date of incorporation up to the Latest Practicable Date.0% 50. of our Company’s capital was paid for with assets other than cash. Save for the acquisition of Ten & Han as described in the section entitled “Restructuring Exercise” of this Prospectus. or for a consideration other than cash.600. CHANGES IN ISSUED AND PAID-UP SHARE CAPITAL OF OUR COMPANY AND OUR SUBSIDIARIES Save as disclosed in the section entitled “Share Capital” of this Prospectus and in the table below. The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from the New Shares which are the subject of the Invitation.0% not meaningful – After the acquisition of Ten & Han as further described in the section entitled “Restructuring Exercise” of this Prospectus 100.0% 10.GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP The changes in the percentage of ownership of Shares in our Company from the date of our incorporation up to the Latest Practicable Date are as follows:Percentage of ownership of our Shares As at 3 April 2007 (allotment and issue of 99.0% 10.900. as fully or partly paid-up for cash. within the two years preceding the date of this Prospectus.0% – After the transfer of Shares as described above 80. 68 .0% not meaningful – Name of shareholder Han Keen Juan William Lim Ng Choi Hong As at incorporation 50. there have not been any situations where more than ten per cent.00 Resultant number of ordinary shares 3 Resultant issued and paid-up share capital AUD3.0% Save as disclosed above.00 Date 5 August 2005 Event Incorporation Save as disclosed above. or are proposed to be issued.00 Resultant number of ordinary shares 5.600. there were no changes in the issued and paid-up share capital of our Company and our subsidiaries within the three years preceding the Latest Practicable Date:- Ten & Han Number of ordinary shares issued 4.

840.840.400.3 26.3 – – – – – Choong Buat Ken Lim Yen Heng Ong Chin Lin (2) (2) Wong Chak Weng Substantial Shareholder Ng Choi Hong (1) 6.720.000. The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from the New Shares which are the subject of the Invitation. Our Non-Executive Directors.840.0 – – – – 6. are set out below:Before the Invitation Direct interest Deemed interest Number Number of of Shares % Shares % Directors Han Keen Juan William Lim (1) (2) (1) After the Invitation Direct interest Deemed interest Number Number of of Shares % Shares % 54. at a subsequent date.0 10. there are no other relationships among our Directors and our Substantial Shareholders.000.000 6.840.000 100. and immediately after the Invitation.0 93.0 – – – – – 54. Lim Yen Heng and Ong Chin Lin will be offered 100. immediately before the Invitation (as at the date of lodgement of this Prospectus with the Authority).3 – – – – 6. to the best of our Directors’ knowledge. Han Keen Juan. In the event that they accept any or all of the Reserved Shares offered to them.000 – 80.000 Reserved Shares respectively at the Issue Price. Choong Buat Ken.0 – 6. (2) Save as disclosed above. there is no known arrangement the operation of which may.0 – 54.000 – 10. Save as disclosed above.6 7. by any person or government.000 7. William Lim.0 Notes:(1) Our CEO. result in a change in control of our Company.840.000 – – – – 58. Ng Choi Hong is the spouse of our Executive Chairman.000 100.000 and 50.840.000 – – – – – 7. There are no Shares that are held by or on behalf of our Company or by our subsidiaries or Associated Companies. As at the Latest Practicable Date.8 54.GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP SHAREHOLDERS Our Shareholders as well as their respective direct and indirect shareholdings.6 – Public (including Reserved Shares) Total 68.000 – – – – – 10.720.720.000 6. whether severally or jointly.000 – – – – 80. they have each voluntarily agreed not to dispose of or transfer any or all their respective Shares until at least one month has elapsed from the date of the admission of our Company to the Official List of the Catalist.400. 100.000 25.000 – 58. Han Keen Juan. our Company is not directly or indirectly owned or controlled.720. 69 . is a nephew of our Executive Chairman.

have each undertaken to the Manager not to sell. 100.400. and for a period of six months thereafter not to sell. realise or otherwise dispose more than 50% of their respective shareholdings or interests (adjusted for any bonus issue or sub-division) in our Company.2% of our Company’s enlarged issued share capital immediately after the Invitation. assign or otherwise dispose any part of their respective Shares until at least one month has lapsed from the date of our Company’s admission to the Official List of Catalist. transfer. Choong Buat Ken.000 Shares. Each of our Non-Executive Directors. assign. transfer.GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP MORATORIUM To demonstrate their commitment to our Group. each of them has voluntarily agreed not to sell. realise. who will in aggregate hold 68. 70 . Lim Yen Heng and Ong Chin Lin will be offered 100. realise or otherwise dispose of any part of their interests in our Company immediately after the Invitation for a period of six months from the date of our Company’s admission to the Official List of the Catalist. assign. our Executive Directors and their Associates. representing approximately 73. In the event that such Non-Executive Directors accept any or all of the Reserved Shares offered to them.000.000 Reserved Shares respectively at the Issue Price. transfer.000 and 50.

71 . Old Chang Kee Australia became our wholly-owned subsidiary. Acquisition of Ten & Han Ten & Han was incorporated in Singapore as a private limited company on 7 January 1988. Bhd. Following the said acquisitions. Disposal of equity interest in 1901 Singapore On 15 November 2007. our Company was incorporated in Singapore as a private limited company.00 (based on the issued and paid-up share capital of Old Chang Kee Australia as at 17 April 2006) payable in cash. for an aggregate purchase consideration of AUD2. the shareholders of Old Chang Kee Australia were our Executive Chairman. Malaysia International Franchise Sdn. our CEO. 2. an application to strike-off Pure Options was filed with the Accounting and Corporate Regulatory Authority of Singapore. resulting in our Company becoming the holding company of our Group. our Company owned 33. the shareholders of Ten & Han were our Executive Chairman. pursuant to which the entire issued and paid-up share capital of 1901 Singapore would be transferred to Nineteen O One Sdn. The shareholders of Nineteen O One Sdn. William Lim. William Lim. Han Keen Juan. Prior to 9 November 2007.599. Han Keen Juan and our CEO. and our CEO. who each held one ordinary share in our Company. which has been dormant since its incorporation.RESTRUCTURING EXERCISE In preparation for the Invitation. we undertook a restructuring exercise (the “Restructuring Exercise”) to rationalise the corporate structure of our Group. Han Keen Juan. 3. 5. and Han Jong Kwong Roland. for a consideration of S$180. Han Keen Juan. who is a nephew of our Executive Chairman. Incorporation of our Company On 16 December 2004. Subsequently. On 18 April 2006. holding 5. the shareholders of our Company were our Executive Chairman. Bhd. 4. are Ahmad Zakir Bin Ja’afar. Bhd. our Company acquired one share from Han Jong Kwong Roland for a purchase consideration of AUD1.000 (the “Disposal”).992 shares and eight shares in Ten & Han respectively.3% of the issued and paid-up share capital of Pure Options. and Tengku Rozidar Binti Tengku Zainol Abidin. William Lim. Striking off Pure Options As at 13 November 2007. Han Keen Juan. At incorporation. On 13 November 2007. we entered into a sale and purchase agreement with Nineteen O One Sdn. The Restructuring Exercise involved the incorporation of our Company in Singapore on 16 December 2004 as the listing vehicle and holding company of our Group and the following:1.00 (based on the issued and paid-up share capital of Old Chang Kee Australia as at 29 May 2006) payable in cash. Each of the shareholders held one share in Old Chang Kee Australia. and our CEO. At incorporation. Completion of the Disposal took place on 15 November 2007. Acquisition of Old Chang Kee Australia Old Chang Kee Australia was incorporated in Australia as a proprietary company on 5 August 2005. William Lim. on 30 May 2006. Bhd. our Company acquired one share each from our Executive Chairman.

Han Keen Juan.599. from Han Keen Juan and William Lim.992 8 Purchase consideration payable to the vendor S$5.000 based on the issued and paid–up share capital of Ten & Han as at 9 November 2007:Number of shares in Ten & Han transferred by the vendor 5.000 ordinary shares. comprising 5. Ten & Han became our wholly-owned subsidiary.RESTRUCTURING EXERCISE Pursuant to a share transfer agreement dated 9 November 2007 between our Company.599.992 S$8 Name of vendor Han Keen Juan William Lim The purchase consideration was satisfied by the allotment and issuance of 5. 72 .600.992 and eight new Shares credited as fully paid to Han Keen Juan and William Lim respectively. our Executive Chairman. William Lim. Following the said acquisition.600. our Company acquired 100% of the issued and paid-up share capital of Ten & Han. and our CEO.599. in the following proportions for an aggregate purchase consideration of S$5.

100% 100% 100% 40% (1) 40% (2) (3) Ten & Han Old Chang Kee Australia Old Chang Kee China Old Chang Kee Malaysia Old Chang Kee Thailand Notes:(1) 60.0% 1. each holds 100 shares (representing 1.0% 10. Han Keen Juan.0% of the issued and paid-up share capital of Old Chang Kee Malaysia is held by San Mun Choong. Percentage interest in Old Chang Kee Thailand 48..0% shareholding in Siamchaipokaphan Co. who is not related to any of our Directors or Substantial Shareholders.74% indirect interest in Siamchai International Food Co. through Siamchaipokaphan Co. Salim Tanacheevit also holds 2. Ltd. William Lim. (3) Our Executive Chairman.0% and 1.0% interest in Old Chang Kee Thailand) on behalf of our Company. Ltd.. Salim Tanacheevit and Tanarat Tanacheevit hold 94. is one of our major suppliers set out in the section entitled “Our Major Suppliers” of this Prospectus. Ltd by virtue of her 76. Ltd. and our CEO. Siamchai International Food Co.0% 1. Ltd. 60. respectively.0% of the issued and paid-up share capital of Old Chang Kee Thailand is held in aggregate by the following persons (none of whom are related to any of our Directors or Substantial Shareholders):Name of shareholder Salim Tanacheevit Tanarat Tanacheevit Urai Sadhajit Monthip Rakratanapaisarn Tanarat Tanacheevit is a son of Salim Tanacheevit.5% direct interest in Siamchai International Food Co.0% (2) 73 .GROUP STRUCTURE Our Group’s structure following the Restructuring Exercise is as follows:- Old Chang Kee Ltd.

600.000 40% 40% 74 .000.OUR SUBSIDIARIES AND ASSOCIATED COMPANIES The details of our subsidiaries and Associated Companies as at the date of registration of this Prospectus by the Authority. none of which are listed on any stock exchange.000/Nil 100% 100% Our Associated Companies Old Chang Kee Malaysia Old Chang Kee Thailand 1 October 2004 Malaysia 7 April 2006 Thailand Dealer in foodstuff / Malaysia Dormant / Thailand RM100.000 40% 40% THB1. are as follows:Registered capital / Issued and paid-up capital Effective equity Proportion interest held of voting by our Group power Name of company Date / Country of incorporation Principal activities / Principal place of business Our subsidiaries Ten & Han 7 January 1988 Singapore Manufacturing of food and franchising / Singapore Dormant / Australia S$5. manufacture and sale of snacks (operation by branches only) / PRC S$100.000 100% 100% Old Chang Kee Australia Old Chang Kee China 5 August 2005 Australia 23 May 2007 PRC AUD3 100% 100% F&B management and consultancy.

The sales function of our business was then undertaken by Old Chang Kee Trading. carrot cake and breaded prawns. petrol kiosks. At that time. In 1995. for the purpose of re-engineering the business. we had 20 retail outlets. joined us as a General Manager. In September 1993. In 1992. In the same year. In January 1988. In the same year. we moved into our existing production facility at 2 Woodlands Terrace with an aggregate built-in floor area of approximately 16.400 sq ft. our CEO. the production facility served five retail outlets.OUR HISTORY Our Company was incorporated in Singapore under the Companies Act on 16 December 2004 as a private limited company under the name of “Old Chang Kee Singapore Pte. Old Chang Kee Trading and Ten & Han Trading. in an effort to modernise the image of our business. we began to engage contract manufacturers to manufacture related food products according to our specifications. Ten & Han Trading Pte Ltd was incorporated as a private limited company in Singapore to take over the manufacturing function of our business from Ten & Han Trading. William Lim. In 1986. With the success of this retail outlet. we re-designed the brand name “Old Chang Kee” and created the slogan “It’s a better puff”. Han Keen Juan became the sole shareholder of Ten & Han when he bought over the shares of the other shareholder. Ten & Han Trading Pte Ltd acquired the entire business of Old Chang Kee Trading. In 1987. In December 1988. to spearhead and implement future growth strategies. retail spaces located in MRT stations and nearby bus interchanges. We set up our first shopping mallbased retail outlet in Jurong Point Shopping Centre in 1995. we leased factory premises in Ubi Avenue 2 as our then principal production facility with a floor area of approximately 1. Ten & Han Trading Pte Ltd acquired the entire business of Ten & Han Trading. almost all of our retail outlets were stalls in coffee shops. Ltd. Han Keen Juan. and have since expanded our reach to include individual kiosks. 75 . Ten & Han Trading Pte Ltd had two shareholders at the time of its incorporation. From the late 1980s to the early 1990s. Our history can be traced back to 1956 when a tiny stall in the then Koek Road (presently the Centrepoint area) was set up by a Mr Chang. our Executive Chairman. we gradually shifted almost all our retail outlets to shopping malls and complexes. which was a sole proprietorship. our Executive Chairman. Prior to 1995. In 2002. In 1994. selling only one food item – chicken curry puffs.”. acquired the curry puff business from Mr Chang.092 sq ft which allowed us to increase our production volume. We were thus able to quickly expand the range of products sold at our retail outlets to include other food products such as nuggets. to complement our Old Chang Kee curry puffs. pies. we invested in machinery and embarked on an initiative to develop modern methods to standardise our manufacturing processes in order to ensure that the curry puffs we produced were of a consistent high quality. which was also a sole proprietorship. Later. At the end of 2000. Han Keen Juan was awarded the Small Scale Entrepreneur Award by Association of Small and Medium Enterprises in conjunction with the Rotary Club of Singapore in recognition of the success of our business. the business was moved to a roadside stall along Albert Street. Han Keen Juan withdrew his personal savings and invested the money in two sole-proprietorships. We also began selling complementary food products such as spring rolls and fish balls. Recognising the great opportunity for growth.

Old Chang Kee Malaysia commenced operations in October 2004 and has since undertaken the business of manufacturing and selling Old Chang Kee curry puffs and other food products in Malaysia. To cope with the increased demand. we were also awarded the SPBA-Heritage Brand Award and the SPBA-Distinctive Brand Award by the Association of Small and Medium Enterprises and Lianhe Zaobao. the subsidiary in Australia and the Associated Company in Thailand are dormant. sambal fish rice. We hold 40% of the issued and paidup share capital of Old Chang Kee Malaysia. As at the Latest Practicable Date. we had three retail outlets in Chengdu. In 2005. The purpose of this new business is to maximise the utilisation rate of our production facility and generate more revenue for our business. West Mall and Golden Shoe Car Park in 2006. we expanded our network by setting up retail outlets in various strategic locations across Singapore. was incorporated. synonymous with high quality curry puffs and related food products. Currently. although the economy was affected by Severe Acute Respiratory Syndrome. we embarked on a branding exercise in 2003 to promote Old Chang Kee as a household name. we began our delivery services to the central business district area. For the purpose of expanding our business overseas. In December 2004. curry noodles and nasi lemak as well as our food products. Bhd. we opened three other Old Chang Kee Take 5 retail outlets in Eastpoint Mall. In connection with this branding exercise. our wholly-owned subsidiary in PRC. in May 2007. In April 2004. we had 36 retail outlets at several venues in Singapore’s heartland to reach out to a broader spectrum of consumers in Singapore. Our Old Chang Kee Take 5 retail outlets offer a suite of local delights such as curry chicken or beef stew in loaf/rice. We also incorporated Old Chang Kee China. we incorporated a subsidiary in Australia and an Associated Company in Thailand. we extended our production facility at 2 Woodlands Terrace to include a full mezzanine floor. pursuant to which the entire issued and paid-up share capital of 1901 Singapore would be transferred to Nineteen O One Sdn. In October 2004. Capitalising on our strong brand name and established reputation for quality products. In 2004. Riding on the success of our food products business. 76 . we were awarded the Singapore Promising Brand Award (SPBA) by the Association of Small and Medium Enterprises and Lianhe Zaobao. all our food products obtained the Halal certification from MUIS. This certification gave our food products wider marketability and appeal and our business expanded thereafter. we opened six new retail outlets. we commenced our food dine-in/takeaway business with the Old Chang Kee Take 5 retail outlets in 2005. for a consideration of S$180. a new Old Chang Kee Take 5 retail outlet was opened in Square 2 and in July 2007. we commenced a new business to provide breakfast items at our retail outlets. Bhd. our Associated Company. On 15 November 2007. a new Old Chang Kee Take 5 retail outlet was opened in Icon Village. we commenced the operation of “1901” retail outlets in Singapore which sell takeaway hotdogs. PRC (through Old Chang Kee China). we entered into a sale and purchase agreement with Nineteen O One Sdn. Old Chang Kee Malaysia. In 2003. In February 2007. The Old Chang Kee Take 5 retail outlets at Ogilvy Centre and HDB Hub at Toa Payoh were opened in 2005. In August 2005. we embarked on an intensive exercise to expand our retail network to include more retail outlets in shopping malls and complexes.000 (the “Disposal”). Subsequently. By the end of 2004. such as braised bee hoon and nasi lemak. In addition. we developed a modernised Old Chang Kee logo.OUR HISTORY In 2003. Completion of the Disposal took place on 15 November 2007. In early 2005.

we undertook a Restructuring Exercise. retail management and quality control. eastern and central parts of Singapore. resulting in improved growth for our Group. we had 54 retail outlets and more than 40 types of food products. Subsequently. Han Keen Juan. we were converted into a public company limited by shares on 22 November 2007 and changed our name to “Old Chang Kee Ltd. 77 . and our CEO. we undertook new initiatives such as staff training. As at the Latest Practicable Date. William Lim. we have extended our delivery services to selected areas in the northern. In preparation for our listing.OUR HISTORY In April 2007. branding.”. We continue to invest in research and development to align ourselves with constantly shifting consumers’ tastes and preferences. Under the leadership of our Executive Chairman.

we have business operations in Malaysia and PRC through our Associated Company in Malaysia and our wholly-owned subsidiary in PRC. Ogilvy Centre. Our Indonesian Franchisee has also set up four retail outlets in Jakarta. Our food products may be categorised according to their sub-brand categories and names as follows:Sub-Brand Category “O” Sub-Brand Name Curry’O Sardine’O Pepper’O Spring’O Fish Ball OnStik Sotong Ball OnStik Sotong OnStik Sotong Wing OnStik Crab Claw OnStik Breaded Prawn OnStik Gyoza OnStik Seafood Gyoza OnStik Chicken Nuggets OnStik Sotong Nuggets OnStik Crab Nuggets OnStik Prawn Nuggets OnStik Fish Fillet OnStik Chicken Wrap OnStik Crab Meat Wrap OnStik Sotong Wrap OnStik Yam K8 Carrot K8 Pumpkin K8 Description Curry puff Sardine puff Pepper puff Spring roll Fish balls on a stick Squid balls on a stick Squid head fritters on a stick Squid wing on a stick Crab claw fritters on a stick Breaded prawn fritters on a stick Gyoza fritters on a stick Seafood gyoza on a stick Chicken nuggets on a stick Squid nuggets on a stick Crab nuggets on a stick Prawn nuggets on a stick Fish fillet on a stick Chicken wrap on a stick Crab meat wrap on a stick Squid wrap on a stick Yam cake Carrot cake Pumpkin cake “OnStik” “K8” 78 . two retail outlets in Kuala Lumpur. Our signature product is the well-known Old Chang Kee curry puff. sold under their individual sub-brand names. Indonesia and our Philippines Franchisee has set up two retail outlets in Manila. as well as our food products. We also offer delivery services to the central business district and other selected areas in Singapore. OUR PRODUCTS We are engaged in the manufacture and sale of food products. Square 2. PRC. nasi lemak and sambal fish rice. Eastpoint Mall and West Mall sell local delights such as curry chicken or beef stew in loaf/rice. curry noodles. Currently. We sell our products through retail outlets to cater to a wide range of consumers. we had 54 retail outlets in Singapore. Malaysia and three retail outlets in Chengdu. These food products are in turn.OUR BUSINESS INTRODUCTION The principal business of our Group is the manufacture and sale of affordable food products of consistent quality. We currently have more than 40 food products that are sold under our Old Chang Kee brand. All the food products we sell in Singapore are certified “Halal” by MUIS. Most of our sales are on a takeaway basis. Our dine-in services at Old Chang Kee Take 5 retail outlets located at Icon Village. spring rolls and chicken wings. As at the Latest Practicable Date. now complemented by a suite of more than 40 other food products such as fish balls. the Philippines. Golden Shoe Car Park. under the brand name “Old Chang Kee”.

fish cake and tau pok Rice noodles fried with laksa paste and served with prawn. prawn and egg Fried chicken wing Fried beancurd served with sweet sauce and grated peanuts garnished with carrots. Ltd. egg and fish cake Chicken cooked with sesame oil and black soy sauce served with rice Fried dory fish served with wasabi sauce and rice Bee hoon served with chilli. Ltd. We also provide breakfast items at selected retail outlets. We manufacture our curry puffs and prepare other various food products in-house. fish. tau pok. in Singapore and Siamchai International Food Co. fried chicken wing. As we are materially dependent on the recipes of these food products. prawn. namely Leong Hin Foods Pte. 79 . cucumber and salted egg yolk Dessert cooked using white fungus and lotus seed Dessert cooked using yam and sago Dessert cooked using longan and various nuts “Take 5” Chicken Chop Rice Laksa Laksa Spaghetti (1) Sesame Chicken with rice Wasabi fish with rice Mee Siam Chicken Wing Tauhu Goreng (1) (1) White Fungus Lotus Seed Yam Sago Cheng Tung Note:(1) These are special items which are only served on certain days of the month. The recipes for our other food products are developed in-house and are produced by selected contract manufacturers approved by us according to our specifications.OUR BUSINESS Sub-Brand Category “Feel’in” Sub-Brand Name Yam Feel’in Pineapple Feel’in Green Bean Feel’in Curry Chicken Loaf/Rice Beef Stew Loaf/Rice Chicken Stew Loaf/Rice (1) Sambal Fish Rice Curry Noodle Nasi Lemak Description Yam pie Pineapple pie Green bean sesame ball Curry chicken served with bread or rice Beef stew served with bread or rice Chicken stew served with bread or rice Fish served with sambal chilli and rice Noodles cooked with curry and served with egg. We have exclusive arrangements with our contract manufacturers for the manufacture of some of our food products. chicken and tau pok Rice cooked with coconut milk and served with ikan bilis. egg and sambal sotong Fried chicken cutlet served with rice Rice noodles cooked in laksa gravy with egg. Our breakfast items include braised bee hoon and nasi lemak. we have provided in the agreements with our contract manufacturers that the recipes we provide to them cannot be used for the manufacture of similar food products for third parties and our contract manufacturers are contractually obliged to keep all technical and commercial information provided by us to them for the manufacture of our food products confidential and to use them only for the manufacture of our food products. We currently have two major contract manufacturers. in Thailand.

Chow Hui Shien. Each area group is overseen by an area supervisor. The number of employees at each retail outlet ranges from two to eight employees who work either one or two shifts. incorporating our main corporate colours of black. Our service employees are trained in customer service. which consists of four members.6 Products Curry puffs Note:(1) FY2004 57. thus maintaining the freshness and quality of our food products. petrol kiosks.194 sq ft.7 Our capacity is calculated based on the average number of production workers in the respective year/period working on 10. which puts in place controls in our retail outlets and transmits real-time transaction data to our head office.5 hours production time per day. retail spaces located in MRT stations and nearby bus interchanges. Such real-time transmission of transaction data to our head office also ensures that the right amount of stock is kept at each retail outlet. RETAIL OUTLETS Our retail outlets are located at easily accessible locations with high human traffic flow. The retail outlets in Singapore are divided into five area groups based on their locations. executives and supervisors.0 FP2007 85. We expect to complete the full implementation of the ERP system by June 2008. This facility has an aggregate built-in floor area of approximately 16. The employees prepare the food products according to cooking procedures specified in our in-house operations manual. Each retail outlet has a team leader to oversee the operations. to appeal to customers of all ages.0 88.574 sq ft is utilised as office and for administrative purposes. performs regular maintenance work (simple repairs and hygiene maintenance) for the retail outlets. We station at least two employees at each retail outlet. Chow Hui Shien. which has obtained HACCP certification and is certified Halal.176 sq ft and 4. depending on the size and sales volume of the retail outlet.092 sq ft. Our average annual productive capacity and annual utilisation rate for the production of our curry puffs for the period under review were as follows:Productive capacity (million) (1) FY2004 FY2005 FY2006 FP2007 12. Our production facility at 2 Woodlands Terrace produces mainly our curry puffs and prepares breakfast items. A maintenance team. The size of our retail outlets ranges from 97 sq ft to 1. product knowledge and inventory control. Our business development team. who is assisted by a team of 10 staff consisting of one manager. each batch of food products can be traced from our production facility to the respective points of sale. Information pertaining to the stock levels at each retail outlet is immediately accessible by our head office. white and yellow. constantly seeks new strategic locations for our retail outlets. All the retail outlets are managed by our General Manager. The approximate floor area utilised for production and storage is 8.8 9. thus ensuring that stocks are efficiently replenished.4 14. ENTERPRISE RESOURCE PLANNING SYSTEM We are currently in the process of implementing a comprehensive ERP system. Each retail outlet is functionally designed. Our Old Chang Kee Take 5 retail outlets have seating areas for dine-in customers. 80 .0 Utilisation rate (%) FY2005 FY2006 96.4 15. individual kiosks. With the ERP system. led by our General Manager.OUR BUSINESS PRODUCTION FACILITY AND CAPACITY We currently have one production facility located in Singapore at 2 Woodlands Terrace. display the food products at the counter and transact sales with customers. such as in shopping malls.

We have also instituted quality control procedures in our manufacturing processes for our other food products in order to ensure high standards of quality of all our food products. to ensure their freshness. physical and chemical impurities in our food products. raw material control and product quality control. all floors and equipment in our production facility are also cleaned and sanitised. receipt and storage of raw materials are therefore crucial steps in the manufacturing process. storage and delivery of our curry puffs. with effect from 16 May 2007. Good Manufacturing Practices at our Production Facility We have on 16 May 2007 obtained HACCP certification for the manufacturing of curry puffs. Our in-house operations manual sets out strict procedures concerning food handling and management at our retail outlets. please refer to the section entitled “Staff Training” of this Prospectus. cooking and hygiene control. All equipment and preparation surfaces are cleaned and sanitised. (i) Cleaning and sanitation We ensure that our production facility is clean and our equipment adequately sanitised in order to reduce microbial. When transported to our retail outlets. Items that do not meet our requirements are rejected. Our production executive conducts checks of the cleaning and sanitation procedures at our production facility on a daily basis. (iv) Raw material control The quality of raw materials is important to the final quality and safety of the manufactured food products. wash and sanitise their hands upon entering the processing areas and wear disposable gloves when handling our food products. Each retail outlet is also furnished with at least one chiller and one freezer to ensure that our food products stay fresh until they are cooked and sold to customers. we have implemented quality control procedures relating to cleaning and sanitation. Quality Control at our Retail Outlets We implement specific quality control procedures at our retail outlets to ensure that our food products sold are of consistent quality and freshness. hygiene control. 81 . We check and assess all raw materials received to ensure they are in good condition. where necessary. (iii) Maintenance of equipment The equipment at our production facility is checked and serviced on a regular basis as part of our preventive maintenance programme. (v) Product quality control We ensure that the quality and safety of our food products are maintained by implementing quality control procedures from our point of production to all points of sale. to equip them with the skills of food handling. during the clean-up process. Our production facility employees inspect the equipment daily. At our production facility. At the end of the day. Purchase. For further details on the training provided to our employees. They must be properly attired in uniforms and footwear provided by us. starting from the receipt of raw materials.OUR BUSINESS QUALITY CONTROL We are committed to maintaining a high level of quality control and high standards in our products. Any damaged seals. each batch of food products is transported in trucks with chilled storage space in order to maintain their freshness. maintenance of equipment. to the processing. Each of our employees at the retail outlets is required to undergo on-the-job training. At our 2 Woodlands Terrace production facility. All food products at the retail outlets are required to be prepared according to the cooking procedures set out in our operations manual. (ii) Hygiene control Our production facility employees are required to practice good personal hygiene. food products that have been prepared for sale at our retail outlets are stored at optimum temperatures in the chiller or freezer rooms. We also implemented a quality assurance programme in accordance with HACCP methods. joints and valves are immediately reported to the supervisor for repair or replacements. The raw materials accepted will then be stored at an optimum temperature prior to use in our manufacturing processes.

we conduct online meeting sessions with them on a monthly basis to better understand the quality control issues which the foreign franchisees may be facing and to offer them solutions to such issues. production and logistic procedures to ensure that they can execute such procedures in accordance with our operating manuals. is verified by our Thai contract manufacturer to be safe for consumption and the laboratory report issued in connection with such verification will be provided to us by our Thai contract manufacturer upon our request. transported. Quality Control of our Franchisees Our overseas franchisees are required to send their key staff to Singapore for training which includes training in retail. Our Operations Manager. stored and sold in compliance with the requirements of Islamic law. We will send our local staff to the foreign franchisee’s operations at least twice a year to monitor and ensure that their operation processes are in compliance with our requirements. our contract manufacturers are obliged to manufacture the food products in compliance with the HACCP methods in accordance with the contract manufacturing agreements. the wastage arising from unsold products accounted for less than 0. Quality Control for our Halal Certification To maintain the Halal certification issued to our production facility and retail outlets. guide and prepare the franchisee’s team for their business operations. Ltd.. Ng Lee Huang. Food products that do not meet our requisite quality standards must first be returned to our head office for assessment before being discarded. we have implemented a system under which all the processes involved in the production of our food products are monitored closely to ensure that our food products are manufactured. The oil management procedures are supervised by our team of area supervisors. Prior to the opening of the pilot outlet and the central kitchen. will carry out quality control checks on our contract manufacturers on a quarterly basis to ensure that the food products are manufactured in compliance with our standards and specifications. Siamchai International Food Co. Any products that are not sold on the day they are prepared will be returned to our head office and discarded. Most of our retail outlets have received either an A or B grade from NEA for their food hygiene and food safety standards. The foreign franchisees are required to report to our Singapore head office when they encounter any issues in its business operations and corrective measures and/or solutions will be offered to them after consultation with the relevant departments. every batch of food products manufactured and delivered to us by our Thai contract manufacturer. Quality Control of our Contract Manufacturers The recipes for some of our food products are developed in-house and are produced by approved selected contract manufacturers according to our specifications. Based on our records. To ensure regular contact with the foreign franchisees. Some of our staff may stay on to coach the franchisee’s team until it is able to conduct the business operations independently. Our local staff will conduct any re-training or refresher training if required.5% of our total revenue during the Relevant Period. we will send our local staff to the country where the foreign franchisee is located to train. Further. 82 . packed. In addition.OUR BUSINESS We adopt strict oil management system at our retail outlets to maintain the quality of the oil in order to ensure the consistent high quality in the taste of our food products. Food products prepared on any particular day have to be sold on the same day they are prepared. Specific corrective actions will be prescribed and implemented to rectify any aberration detected by the system. The foreign franchisees are also required to report and seek our prior approval for any proposed deviation from our standard operating procedure arising from their local situation or their legal requirements. Used oil is required to be brought to our head office and disposed of subsequently.

“If There’re Seasons… ”. We set up our overseas retail outlets through direct investment. In order to continuously improve our product quality and service standard. Another business development strategy involves sourcing for new distribution channels. joint ventures or franchise arrangements. Business Development Our General Manager. is responsible for overseeing our Group’s business development activities. we had three retail outlets in PRC. We constantly seek to develop new business concepts to complement our existing businesses. Chow Hui Shien and several other executives. “Mo Mo ”. Advertising and Promotion and Public Relations Our marketing activities are overseen by our CEO. Chow Hui Shien. we act as main sponsor for the local play. we sponsored the Drama Box in staging the children’s play.OUR BUSINESS MARKETING AND BUSINESS DEVELOPMENT Our food products are sold mainly in Singapore. Branding is an integral part of our business development. In 2004. Our marketing team meets on a regular basis to develop advertising and promotional strategies to be undertaken by our Group. we had 54 retail outlets strategically located in shopping malls. 83 . In addition. As a food sponsor. As at the Latest Practicable Date. Please refer to the section entitled “Our Products” of this Prospectus for further information on our sub-brands. In the same year. Our Executive Directors and our General Manager also work to foster and maintain healthy relationships with various landlords to ensure smooth operations at our existing retail outlets and to improve our chances of securing strategic locations for our new retail outlets. We are also active in promoting the performance arts. petrol kiosks. Malaysia. our Associated Company (Old Chang Kee Malaysia) had two retail outlets in Kuala Lumpur. our Indonesian Franchisee in Indonesia had four retail outlets in Jakarta. Apart from capitalising on Old Chang Kee’s status as a household name. We participate in joint promotions with shopping malls to showcase our food products. Chow Hui Shien is responsible for conceptualising such new business concepts and integrating them into our Group operations. In 2007. PRC. our marketing team proactively reaches out to our customers by making regular visits to our retail outlets to obtain market feedback. Our General Manager. In 2006. our Group also sponsored school bags for the Yayasan Mendaki (Mendaki) and special food products such as Halal mooncakes to needy families under the care of Yayasan Mendaki (Mendaki). In addition. A primary business development strategy is to identify and procure strategic locations for new retail outlets in order to reach a wider spectrum of customers. we appoint professional marketing and communication firms on an ad hoc basis to assist us in our marketing efforts. “Old Chang Kee Delivers” seeks to provide existing and potential customers with added convenience and offers a quick and easy way to cater finger food for office meetings and home parties. we are also joint participants in activities such as annual walk-a-jogs with the Handicapped Welfare Association. Our Group’s marketing strategy mainly focuses on capitalising on our strong brand name. the Philippines. and enhancing awareness of the brand. we conduct marketing campaigns to promote our new food products through print advertisements in magazines and newspapers. General Manager. Old Chang Kee. retail spaces located in MRT stations and nearby bus interchanges throughout Singapore. individual kiosks. We currently provide a delivery service called “Old Chang Kee Delivers” to consumers in the central business district and other selected areas of Singapore. Our food products are sold directly to customers on a cash basis. Our marketing team includes our CEO. Indonesia and our Philippines Franchisee had two retail outlets in Manila. William Lim. As at the Latest Practicable Date. such as the takeaway cum dine-in meals business of Old Chang Kee Take 5. we have sought to create sub-brands for different categories of our food products in order to generate greater appeal for our products. William Lim. we sponsored the Jinsha culture show from Chengdu.

Our Group has evolved from selling a single product to offering a wide variety of food products including fish balls. In the course of preparing the application to MOT for the registration of the prospectus on the Indonesian Franchise and the Indonesian Franchise Agreement. As at 2 January 2008. On average. As franchisor. the materials to be used that are unique to our design and the concept for outfitting the franchisees’ retail outlets. Indonesia and our Philippines Franchisee has opened two retail outlets in Manila. the Indonesian Franchisee is required to register the Indonesian Franchise Agreement with the MOT within 30 days from the date of the commencement of the Indonesian Franchise Agreement in order for it to be valid and enforceable. We have plans to source for other suitable franchisees to set up retail outlets in other countries. We have entered into a franchise agreement with our Philippines Franchisee (the “Philippines Franchise Agreement”) on 20 December 2007. the Philippines. a draft of the Philippines Franchise Agreement to the Documentation Information and Technology Transfer Bureau of the Intellectual Property Office of the Philippines for review. Jatim. We also advise on the interior design plans for the renovation of the retail outlets. Further. Based on the above.42”). Jatim. on Ten & Han’s behalf. we seek to constantly introduce new food products into the market. Legal advisers to our Company on the Philippines law. In order to meet consumers’ demand for new and high quality food products. We sell certain raw materials to our franchisee to ensure consistency in the quality of our food products. Villaraza & Angangco had on 28 December 2007 advised our Company that the Philippines Franchise Agreement is valid and enforceable under the laws of the Philippines. These franchise operations have not contributed significantly to our revenue since they commenced operations. Soebagjo. Jatim. We will also monitor the performance of the respective franchisees on an on-going basis. the New Regulations have not been passed. we have franchised our businesses to overseas partners. Jatim. integrity and the ability to secure strategic locations for the purpose of setting up retail outlets. The Intellectual Property Office of the Philippines has confirmed in its letter to Villaraza & Angangco on 28 November 2007 that the draft Philippines Franchise Agreement complies with the Intellectual Property Code of the Philippines. 42. 84 . Djarot that following the issuance of GR No. Our Company has also been advised by its legal advisers on Indonesian law. In view of the above. we assist our franchisees in selecting the appropriate store locations and providing the initial training support for such franchisees’ staff. This statement was prepared by Villaraza & Angangco for the purpose of incorporation in this Prospectus. Under these franchise agreements. taking into account their financial standing. both with the Ministry of Trade of Indonesia (“MOT”). Djarot that the Indonesian Franchise Agreement is still valid and enforceable under the laws of Indonesia as between Ten & Han and the Indonesian Franchisee. Ten & Han (the “Franchisor”) is obliged to register a prospectus on the franchise to be granted by Ten & Han to the Indonesian Franchisee (the “Indonesian Franchise”) prior to the signing of the Indonesian Franchise Agreement and the Indonesian Franchisee is obliged to register the Indonesian Franchise Agreement. spring rolls and chicken wings. As at the Latest Practicable Date. Potential franchisees are carefully evaluated by our management.OUR BUSINESS Franchises In an attempt to expand our business into the overseas market. had on 10 September 2007 submitted. We have also entered into a franchise agreement and a supplemental franchise agreement (collectively referred to as the “Indonesian Franchise Agreement”) with the Indonesian Franchisee on 5 October 2007 and 26 December 2007 respectively. under Permendag 12/2006. we introduce about four new products annually. MOT informed Soebagjo. This statement was prepared by Soebagjo. on 2 January 2008 that under the Government Regulation No. Djarot for the purpose of incorporation in this Prospectus. our Indonesian Franchisee operates four retail outlets in Jakarta. our Company has also been advised on 2 January 2008 by Soebagjo. Djarot. Villaraza & Angangco. PRODUCT DEVELOPMENT We place great emphasis on product development. 42 of 2007 regarding franchises (“GR No. MOT will be promulgating new implementing regulations (“New Regulations”) with respect to such registrations and therefore MOT is unable to process any new applications to register prospectuses on franchises and franchise agreements until the New Regulations are passed. we are entitled to an initial franchise fee and royalties based on a percentage of the turnover.

we typically collaborate with our contract manufacturers to formulate the recipes of these products in-house before producing them. We have formulated standard production procedures for each food product. After the initial batch of food products produced by our contract manufacturers. As at the Latest Practicable Date. T9505133H Class No.OUR BUSINESS In order to establish a loyal customer base. 30 Period of validity Expiry date is on 8 June 2015 T0422578H Singapore 43 Expiry date is on 22 December 2014 Expiry date is on 4 April 2015 T0504698D Singapore 29 T0504700Z Singapore 30 Expiry date is on 4 April 2015 T0504706I Singapore 30 Expiry date is on 4 April 2015 T0422579F Singapore 43 Expiry date is on 22 December 2014 T0504695Z Singapore 30 Expiry date is on 4 April 2015 85 . our Group owns the following trademarks:Place of application Singapore Description of trademark Trademark No. We concentrate on production factors such as the temperature at which our food products are stored. Specific tests are conducted in-house in order to obtain the right taste and texture for our food products. we have registered or are in the process of registering our principal “Old Chang Kee” trademark and our other trademarks. to which our employees strictly adhere. both in Singapore and overseas. INTELLECTUAL PROPERTY Trademarks We believe that our trademarks are an integral part of our Group’s focus on branding. we conduct further tests to ensure the products are manufactured to our exact specifications before retailing the products. As such. cooked and delivered. and oil management techniques – all of which contribute to the freshness and taste of our food products. and play a significant role in creating brand recognition for our products. In respect of products manufactured by our contract manufacturers. we have invested in technology to ensure the food products we produce are of a consistent high quality.

OUR BUSINESS Place of application Singapore Description of trademark Trademark No. 30 Period of validity Expiry date is on 4 April 2015 T0504699B Singapore 30 Expiry date is on 4 April 2015 T0504702F Singapore 30 Expiry date is on 4 April 2015 T0504703D Singapore 30 Expiry date is on 4 April 2015 T0504704B Singapore 30 Expiry date is on 4 April 2015 T0504705J Singapore 30 Expiry date is on 4 April 2015 T0504697F Singapore 29 Expiry date is on 4 April 2015 T0504701H Singapore 30 Expiry date is on 4 April 2015 OLD CHANG KEE T0616584G Singapore 43 Expiry date is on 16 November 2016 86 . T0504696H Class No.

T0616572C Class No. 29 Period of validity Expiry date is on 11 August 2016 T0616575H Singapore 43 Expiry date is on 11 August 2016 T0616579J Singapore 43 Expiry date is on 11 August 2016 T0700680G Singapore 30 Expiry date is on 9 January 2017 T0700688B Singapore 29 Expiry date is on 9 January 2017 T0700682C Singapore 29 Expiry date is on 9 January 2017 T0700685H Singapore 29 Expiry date is on 9 January 2017 T0700681E Singapore 29 Expiry date is on 9 January 2017 87 .OUR BUSINESS Place of application Singapore Description of trademark Trademark No.

OUR BUSINESS Place of application Singapore Description of trademark Trademark No. 43 Period of validity Expiry date is on 24 July 2017 T0716098I Singapore 30 Expiry date is on 24 July 2017 The T0716093H Shop Singapore 43 Expiry date is on 24 July 2017 The Shop The T0716095D Shop Singapore 30 Expiry date is on 24 July 2017 The OLD CHANG KEE OLD CHANG KEE Shop T0616582J Singapore 30 Expiry date is on 11 August 2016 Expiry date is on 11 August 2016 Expiry date is on 11 August 2016 Expiry date is on 11 August 2016 T0616580D T0616576F Singapore Singapore 29 29 T0616585E Singapore 29 T0616587A Singapore 30 Expiry date is on 11 August 2016 T0616588Z Singapore 43 Expiry date is on 11 August 2016 942016 Australia 30 and 43 Expiry date is on 31 January 2013 88 . T0716099G Class No.

942018 Class No. 30 and 43 Period of validity Expiry date is on 31 January 2013 1165463 Republic of China 30 Expiry date is on 15 July 2015 93047046 Republic of China 43 Expiry date is on 15 July 2015 IDM000007939 Indonesia 30 Expiry date is on 17 July 2013 IDM000007940 Indonesia 43 Expiry date is on 17 July 2013 93-01697 Malaysia 30 Expiry date is on 18 March 2010 04010989 Malaysia 43 Expiry date is on 30 July 2014 1995/00445 Republic of South Africa 30 Expiry date is on 17 January 2015 789010 PRC 30 Expiry date is on 6 November 2015 89 .OUR BUSINESS Place of application Australia Description of trademark Trademark No.

Spain. Ireland. Hungary. France.OUR BUSINESS Place of application Hong Kong Description of trademark Trademark No. Portugal. Luxemburg. Greece. Malta. Cyprus. Bulgaria. Czech Republic. Poland. The Netherlands. Belgium. Sweden and United Kingdom. Italy. 90 . Latvia. 300532368 Class No. Denmark. Romania. 30 and 43 Period of validity Expiry date is on 16 November 2015 3323713 Japan 30 Expiry date is on 20 June 2017 004750089 CTM Countries 30 and 43 (1) Expiry date is on 29 November 2015 N/20295 Macau 42 Expiry date is on 8 May 2013 N/20294 Macau 30 Expiry date is on 8 May 2013 579457 Kor 243462 Thailand 30 Expiry date is on 20 January 2015 579458 Bor 29726 Thailand 43 Expiry date is on 20 January 2015 4-1999-002422 The Philippines 30 Expiry date is on 1 July 2014 Note:(1) CTM Countries means Austria. Lithuania. Slovakia. Finland. Germany. Estonia.

30 T0616577D Singapore 30 Pending / 11 August 2006 Pending / 9 January 2007 T0700684Z Singapore 30 5033464 PRC 30 Pending / 30 November 2005 5033463 PRC 43 Pending / 30 November 2005 5880182 PRC 29 Pending / 31 January 2007 5880183 PRC 30 Pending / 31 January 2007 5880184 PRC 43 Pending / 31 January 2007 4-2005-000727 The Philippines 43 Pending / 24 January 2005 91 . T0616573A Class No. our Group has applied for the following trademarks:Place of application Singapore Status / Application date Pending / 11 August 2006 Description of trademark Trademark No.OUR BUSINESS As at the Latest Practicable Date.

728 United States of America Indonesia 29.OUR BUSINESS Place of application The Philippines Status / Application date Pending / 5 February 2007 Description of trademark Trademark No.990 United States of America 30 and 43 Pending / 7 July 2006 OLD CHANG KEE 77/322. 4-2007-001176 Class No. 30 and 43 30 Pending / 6 November 2007 Pending / 15 August 2006 J00 2006 026525 D00 2006 026527 Indonesia 43 Pending / 15 August 2006 92 . 29. 30 and 43 07002033 Malaysia 29 Pending / 5 January 2007 07002031 Malaysia 30 Pending / 5 January 2007 07002032 Malaysia 43 Pending / 5 January 2007 OLD CHANG KEE 2004-10809 Malaysia 30 Pending / 28 July 2004 Pending / 23 August 2006 84606 United Arab Emirates 30 84607 United Arab Emirates 43 Pending / 23 August 2006 78924.

OUR BUSINESS
Place of application Indonesia Status / Application date Pending / 1 February 2007

Description of trademark

Trademark No. D00 2007 003158

Class No. 29

D00 2007 003157

Indonesia

30

Pending / 1 February 2007

J00 2007 003159

Indonesia

43

Pending / 1 February 2007

45-2007-0000669

Korea

29, 30 and 43

Pending / 15 January 2007

OLD CHANG KEE ONSTIK

667175

Thailand

29

Pending / 13 July 2007 Pending / 13 July 2007 Pending / 13 July 2007 Pending / 13 July 2007 Pending / 13 July 2007 Pending / 20 July 2007

OLD CHANG KEE ONSTIK

667176

Thailand

30

OLD CHANG KEE ONSTIK

667177

Thailand

43

ONSTIK

667178

Thailand

30

SPRING’O

667179

Thailand

30

4-2007-13809

Vietnam

29, 30 and 43

OLD CHANG KEE
Notes:(1)

6382253

CTM Countries

(1)

29,30 and 43

Pending / 22 October 2007

CTM Countries means Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxemburg, Malta, The Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden and United Kingdom. Under the International Classification of Goods System, the trademark classes may be described as follows:Class 29: Meat, fish, poultry and game; meat extracts; preserved, frozen, dried and cooked fruits and vegetables; jellies, jams; compotes; eggs, milk and milk products; edible oils and fats

(2)

93

OUR BUSINESS
Class 30: Coffee, tea, cocoa, sugar, rice, tapioca, sago, artificial coffee; flour and preparations made from cereals, bread, pastry and confectionery, ices; honey, treacle; yeast, baking-powder; salt, mustard; vinegar, sauces (condiments); spices; ice Class 42: Scientific and technological services and research and design relating thereto; industrial analysis and research services; design and development of computer hardware and software Class 43: Services for providing food and drink; temporary accommodation

Save as disclosed above, our business or profitability is not materially dependent on any registered trademark or patent or any other intellectual property rights. PROPERTIES AND FIXED ASSETS As at the Latest Practicable Date, we own the following leasehold property:Location Lessor/Licensor Tenure Floor area (sq ft) 23,685 Use of property

2 Woodlands Terrace Singapore 738427

Jurong Town Corporation

16 February 1994 to 15 February 2054

Production facility / Office

As at the Latest Practicable Date, we also lease or rent or occupy the following properties under leases or licences:Commencement of Tenancy

Location

Lessor/Licensor

Floor area (sq ft) 1,194

Use of property

Block 3020, Ubi Avenue 2, #01-125, Singapore 408896 23 Woodlands Sector 1, #01-52, Singapore 738250 25 Woodlands Sector 1, #01-63, Singapore 738251 23 Woodlands Sector 1, #01-36, Singapore 738250 Block 22 Woodlands Link, #03-40, Singapore 738034 Parkway Parade, 80 Marine Parade Road, #01-33E, Singapore 449269 The Amara, 165 Tanjong Pagar Road, #01-07, Singapore 088539

HDB

1 February 2006

Retail outlet

Avery Strategic Investments Pte Ltd Avery Strategic Investments Pte Ltd Avery Strategic Investments Pte Ltd Keen Holdings Pte. Ltd. (1)

16 September 2007

699

Dormitory housing

1 January 2007

699

Dormitory housing

1 August 2007

699

Dormitory housing

1 September 2007

1,938

Servicing and maintenance of kitchen equipment Storage space

Prime Asset Holdings Limited

7 November 2006

75

Amara Hotel Properties Pte Ltd

24 October 2006

441

Retail outlet

94

OUR BUSINESS
Commencement of Tenancy

Location

Lessor/Licensor

Floor area (sq ft) 431

Use of property

AMK Hub, 53 Ang Mo Kio, Avenue 3, #01-38, Singapore 569933

NTUC Income Insurance Co-operative Ltd

2 March 2007

Retail outlet

NTUC Fairprice Co-operative Limited SLF AMK Pte Ltd Bugis Junction, 230 Victoria Street, #B1-13, Singapore 188024 HSBC Institutional Trust Services (Singapore) Limited as Trustee of CapitaMall Trust NTUC Fairprice Co-operative Limited 15 October 2006 470 Retail outlet

Blk 166 Bukit Merah Central, #01-3527, Singapore 150166 Bukit Panjang Plaza, 1 Jelebu Rd, #01-16, Singapore 677743

19 May 2006

116

Retail outlet

HSBC Institutional Trust Services (Singapore) Limited as Trustee of CapitaRetail BPP Trust HSBC Institutional Trust Services (Singapore) Limited as trustee of Frasers Centrepoint Trust Century Square Holdings Pte Ltd

22 March 2007

237

Retail outlet

Causeway Point, 1 Woodlands Square, #01-41, Singapore 738099

1 November 2005

217

Retail outlet

Century Square, 2 Tampines Central 5, #01-38A, Singapore 529509 Shop 36, 10 Choa Chu Kang Avenue 4, Choa Chu Kang MRT Station, Singapore 689810(2) Ngee Ann City, Civic Plaza, 391 Orchard Road #01-K1, Singapore 238872 Compass Point, 1 Sengkang Square, #01-38, Singapore 545078

6 December 2007

173

Retail outlet

SMRT Trains Ltd

36 months from expiry of the rent-free fitting-out period

192

Retail outlet

Management Corporation Strata Title No. 2929

1 May 2007

161

Retail outlet

North I Pte. Ltd

1 August 2005

237

Retail outlet

95

OUR BUSINESS
Commencement of Tenancy

Location

Lessor/Licensor

Floor area (sq ft) 259

Use of property

Downtown East, e!Hub, No. #E02-11, 1 Pasir Ris Close, Singapore 519599(2) SPC Dunearn Service Station, 260 Dunearn Road, Singapore 299542 Eastpoint Mall, 3 Simei Street 6, #01-23, Singapore 528833 Kiosk No. 3 Far East Plaza, 14D Scotts Road, Singapore 228213 Forum The Shopping Mall, 583 Orchard Road, #01-K3, Singapore 238884 Golden Shoe Car Park, 50 Market Street, #01-27, Singapore 048940

Resorts Concept Pte Ltd

Three years from the handing over of unit

Retail outlet

Singapore Petroleum Company Limited

1 May 2007

194

Retail outlet

NTUC Income Insurance Cooperative Limited

1 July 2006

258

Retail outlet

Management Corporation Strata Title Plan No. 1259 Hermill Investments Pte Ltd

1 April 2007

97

Retail outlet

30 October 2006

120

Retail outlet

HSBC Institutional Trust Services (Singapore) Limited as trustee of CapitaCommercial Trust Lucky Pinnacle Pte Ltd

12 November 2006

570

Retail outlet

Icon Village, 12 Gopeng Street, #01-19/20, Singapore 078877 Great World City 1 Kim Seng Promenade, #B1-18/19, Singapore 237994 Heartland Mall, Block 205 Hougang St 21, #01-133/135, Singapore 530205 Hougang Mall, 90 Hougang Ave 10, #01-39, Singapore 538766 Hougang Point, No. 1 Hougang St 91, #01-K09, Singapore 538692

10 June 2007

506

Retail outlet

Cold Storage Singapore (1983) Pte. Ltd.

1 October 2006

180

Retail outlet

Heartland Retail Holdings Pte Ltd

5 September 2006

205

Retail outlet

ARMF (Hougang Mall) Private Limited

3 September 2005

220

Retail outlet

NTUC Fairprice Co-operative Limited

16 October 2006

115

Retail outlet

96

OUR BUSINESS
Commencement of Tenancy

Location

Lessor/Licensor

Floor area (sq ft) 200

Use of property

Hotel Meridien and Shopping Centre, 100 Orchard Rd, #01-03B, Singapore 238840 IMM Building, 2 Jurong East Street 21, #01-39, Singapore 609601

Catalla Investments Pte Ltd

1 July 2006

Retail outlet

HSBC Institutional Trust Services (Singapore) Limited as trustee of CapitaMall Trust Lim Ban Leong and Ong Ah Moy

1 May 2007

182

Retail outlet

International Plaza, 10 Anson Road, #01-11, Singapore 079903 Junction 8 Shopping Centre, 9 Bishan Place, #B1-12, Singapore 579837 Jurong Point Shopping Centre, 1 Jurong West Central 2, #01-26G, Singapore 648886 Jurong Point Shopping Centre, 1 Jurong West Central 2, #01-39, Singapore 648886(2) – to replace the above outlet when renovation of the new extension of Jurong Point Shopping Centre is completed Shop 5, Kallang MRT Station, 5 Sims Avenue, Singapore 387405(2) Shop 1, Kembangan MRT Station, 55 Sims Avenue East, Singapore 416551(2) Caltex Lorong Chuan, 277 Lorong Chuan Road, Singapore 556771 Caltex Bukit Batok, 50 Bukit Batok Avenue 3, Singapore 659879

15 December 2006

247

Retail outlet

HSBC Institutional Trust Services (Singapore) Limited as trustee of CapitaMall Trust Jurong Point Realty Limited

16 October 2006

170

Retail outlet

15 July 2007

409

Retail outlet

Prime Point Realty Development Pte Ltd

Three years with an option to renew for another three years

443

Retail outlet

SMRT Trains Ltd

36 months from the expiry of the rent-free fitting-out period

259

Retail outlet

SMRT Trains Ltd

36 months from the expiry of the rent-free fitting-out period

300

Retail outlet

Chevron Singapore Pte. Ltd.

21 December 2006

202

Retail outlet

Chevron Singapore Pte. Ltd.

31 December 2007

100

Retail outlet

97

000 Retail outlet Castle Robinson Pte Ltd 15 February 2007 688 Retail outlet 98 . 31 December 2007 100 Retail outlet HSBC Institutional Trust Services (Singapore) Limited as Trustee of CapitaRetail Lot One Trust Singapore Land Authority 26 April 2007 152 Retail outlet 2 Mackenzie Road. #01-K2. 1 Tampines Avenue 8. 35 Robinson Road. Ltd. 355 East Coast Road. Singapore 769098 13 January 2007 194 Retail outlet HSBC Institutional Trust Services (Singapore) Limited as trustee of Frasers Centrepoint Trust Novena Square Development Ltd 20 October 2005 151 Retail outlet Novena Square. #01-08. #B1-K3. #01-15. #01-70. Ltd. Singapore 278629 Caltex Ang Mo Kio Avenue 3. 31 December 2007 Retail outlet Chevron Singapore Pte. Singapore 307683 268 Orchard Road. 21 Choa Chu Kang Avenue 4. 297 Holland Road. Ltd. 238 Thomson Road. Singapore 569927 Lot 1 Shoppers’ Mall.OUR BUSINESS Commencement of Tenancy Location Lessor/Licensor Floor area (sq ft) 100 Use of property Caltex Tampines. 31 December 2007 100 Retail outlet Chevron Singapore Pte. Singapore 529594 Caltex East Coast. 31 December 2007 100 Retail outlet Chevron Singapore Pte. 930 Yishun Avenue 2. Singapore 689812 Chevron Singapore Pte. Singapore 309436 Caltex Holland. 3551 Ang Mo Kio Avenue 3. Ltd. Singapore 068876 25 November 2006 205 Retail outlet RE Properties Pte Ltd Renewed on a monthly basis 140 Retail outlet Nanyang Technological University Three years with an option for a further three years 1. 31 December 2007 100 Retail outlet Chevron Singapore Pte. 130 Dunearn Road. Ltd. #01-01. Nanyang Technological University(2) The Ogilvy Centre. Singapore 238856 New Administration Office and Canteen Building. Singapore 428972 Caltex Dunearn. Singapore 228673 Northpoint Shopping Centre Extension.

#01-17. #B1-59. Singapore 449269 Pasir Ris MRT Station. 30 Sembawang Drive. #01-K12. Singapore 179103 Orchard 290 Ltd 3 October 2005 Retail outlet Prime Asset Holdings Limited 7 November 2006 614 Retail outlet SMRT Trains Ltd 1 May 2006 188 Retail outlet Cold Storage Singapore (1983) Pte Ltd 1 January 2007 398 Retail outlet Singapore Petroleum Company Limited 1 October 2007 135 Retail outlet HSBC Institutional Trust Services (Singapore) Limited as TrusteeManager of RCS Trust HSBC Institutional Trust Services (Singapore) Limited as Trustee of Capital Retail Rivervale Trust SMRT Trains Ltd 4 October 2007 258 Retail outlet Rivervale Mall. Singapore 307506 Sun Plaza.OUR BUSINESS Commencement of Tenancy Location Lessor/Licensor Floor area (sq ft) 220 Use of property Paragon. #B1-10. Singapore 519634 Peninsula Plaza. Singapore 757713 Suntec City Mall. Singapore 529888 Square 2. #01-38. 10 Sinaran Drive. Singapore 179098 SPC Punggol Service Station. #01-35 (Partial). 111 North Bridge Road. 100 Punggol Central. 80 Marine Parade Road. #01-02. Singapore 038983 1 May 2006 165 Retail outlet Novena Point Pte. 11 Rivervale Crescent. 252 North Bridge Road. Singapore 828839 Raffles City Shopping Centre. Singapore 545082 6 May 2007 142 Retail outlet Simei MRT Station. 21 March 2007 777 Retail outlet Canberra Development Pte Ltd 28 November 2005 368 Retail outlet HSBC Institutional Trust Services (Singapore) Limited as trustees for Suntec REIT 1 June 2006 193 Retail outlet 99 . 3 Temasek Boulevard. #01-K4. 30 Simei Street 3. 290 Orchard Road. 10 Pasir Ris Central. Singapore 238859 Parkway Parade. Ltd. #01-189/ 189A. #01-04/05.

OUR BUSINESS
Commencement of Tenancy

Location

Lessor/Licensor

Floor area (sq ft) 288

Use of property

Tampines MRT Station, 20 Tampines Central 1, #01-03, Singapore 529538 Tekka Mall, 2 Serangoon Road, #01-01, Singapore 218227 Thomson Plaza, 301 Upper Thomson Road, #01-113B, Singapore 574408 Tiong Bahru Plaza, 302 Tiong Bahru Road, #01-03A, Singapore 168732 Block 500 Lorong 6 Toa Payoh, #01-34, Singapore 310500 United Square, 101 Thomson Road, #B1-03, Singapore 307591 VivoCity, 1 Harbourfront Walk, #B2-K12, Singapore 098585 West Mall, 1 Bukit Batok Central Link #B1-05, Singapore 658713 White Sands, 1 Pasir Ris Central Street 3, #01-41, Singapore 518457 White Sands, 1 Pasir Ris Central Street 3, Singapore 518457

SMRT Trains Ltd

1 April 2006

Retail outlet

Corwin Holding Pte Ltd

27 September 2007

325

Retail outlet

NTUC Fairprice Co-operative Limited

5 September 2007

129

Retail outlet

ARMF (TBP) Private Limited

1 December 2005

200

Retail outlet

HDB

15 March 2005

339

Retail outlet

UOL Property Investments Pte Ltd

1 June 2005

396

Retail outlet

VivoCity Pte Ltd as Trustee of VivoCity Trust

2 November 2006

104

Retail outlet

Alprop Pte Ltd

31 August 2006

369

Retail outlet

ARMF (Whitesands) Pte. Ltd.

11 June 2007

145

Retail outlet

ARMF (Whitesands) Pte. Ltd.

11 June 2007

60

Outdoor seating area for the retail outlet at White Sands, #01-41, 1 Pasir Ris Central Street 3, Singapore 518457 Retail outlet

Yusof Ishak House, 31 Lower Kent Ridge Road, #01-05, Kent Ridge Campus, Singapore 119078

National University of Singapore

1 January 2008

178

100

OUR BUSINESS
Commencement of Tenancy

Location

Lessor/Licensor

Floor area (sq ft) 437

Use of property

Shop 4, Aljunied MRT Station, 81, Lorong 25, Geylang, Singapore 388310(2)
Notes:(1)

SMRT Trains Ltd

36 months from expiry of the rent-free fitting-out period

Retail outlet

Keen Holdings Pte. Ltd. is a property investment company wholly-owned by our Executive Chairman, Han Keen Juan, and his wife. Please refer to the section entitled “Present and Ongoing Interested Person Transactions” of this Prospectus for further information on our lease with Keen Holdings Pte. Ltd.. The retail outlet is being constructed at the moment. As such, only a letter of offer has been signed and the tenure and floor area of the retail outlet has yet to be finalised.

(2)

The abovementioned leases for the retail outlets are for the terms of between one to three years. For the retail outlets with leases expiring within the next 12 months, except for retail outlets in Far East Plaza, Bukit Merah, Eastpoint Mall, United Square and SPC Dunearn which had in aggregate contributed to less than 5.0% of our revenue for FP2007, our Company has either secured the relevant renewals for terms of one to three years or has the option to renew, at their own discretion, their leases for the terms of one to three years at the prevailing market rate. Further details on our production facility are set out in the section entitled “Production Facility and Capacity” of this Prospectus. There are no regulatory requirements or environmental issues that may materially affect our utilisation of our fixed assets. OUR MAJOR CUSTOMERS None of our customers individually contributes 5% or more of our revenue in the period under review. Our customers are principally takeaway customers, whose individual annual expenditure at our various retail outlets does not constitute a substantial percentage of our annual revenue. Almost all our sales are transacted on a cash basis. Less than 0.5% of our revenue in the period under review was generated on credit terms. Credit terms of between seven and 30 days are granted to some customers, including governmental agencies, our Associated Company and our franchisees. As such, we have not been dependent on any single customer for the period under review. OUR MAJOR SUPPLIERS Our major purchases for our operations are raw materials such as vegetable oil and margarine, and food products manufactured by our contract manufacturers. These raw materials are sourced within Singapore while our contract manufacturers are located in Singapore and Thailand. The suppliers accounting for 5% or more of our purchases for FY2004, FY2005, FY2006 and FP2007 are set out below:Percentage of purchases (%) FY2004 FY2005 FY2006 FP2007 41.7 42.1 38.6 39.6

Supplier Siamchai International Food Co. Ltd. (1) Leong Hin Foods Pte. Ltd.

Products supplied Frozen seafood

Cuttlefish balls and fish balls

21.4

(2)

17.6

17.9

17.1

101

OUR BUSINESS
Percentage of purchases (%) FY2004 FY2005 FY2006 FP2007 8.4 8.2 8.6 8.3

Supplier Fuji Sunny Foods Corp. Pte. Ltd.
Notes:(1)

Products supplied Vegetable oil and margarine

Some of the shareholders of Siamchai International Food Co. Ltd. are our joint venture partners in Old Chang Kee Thailand. Please refer to the section entitled “Group Structure” of this Prospectus for more details. The lower percentage of purchases from Siamchai International Food Co. Ltd. in FY2006 was due to the increase in our total purchases in FY2006 as a result of increased purchases of items such as such as flour and margarine from other suppliers. The higher percentage of purchases from Leong Hin Foods Pte. Ltd. in FY2004 was due to a reduction in order from Leong Hin Foods Pte. Ltd some time in FY2005 as it reduced its production capacity when it relocated to a smaller factory.

(2)

We assess our supply sources from time to time. We place more orders with suppliers who consistently provide favourable value in terms of price, quality and exhibit/provide the ability to meet our delivery schedules. Supplies of raw materials are readily available within Singapore. Our Directors also believe that there are many suitable alternative suppliers in the market. In the event that our major suppliers are unable to meet our demand for raw materials, we will source for alternative suppliers. Our Directors believe that we will not encounter significant difficulty in procuring alternative suppliers. Our Group is therefore not materially dependent on the abovementioned major suppliers. None of our Directors or Substantial Shareholders has any interest (direct or indirect) in any of the abovementioned suppliers. INVENTORY MANAGEMENT As at 31 December 2006, our inventory amounted to S$446,000 and consisted of mainly raw materials (flour, eggs, potatoes, margarine, chicken meat, spices, vegetables and frozen food products manufactured by our contract manufacturers). As at 30 June 2007, our inventory amounted to S$526,000. We do not keep a large inventory of raw materials as such materials are readily available. Most of the raw materials used for production are perishable, and as such have short shelf lives. Our inventory is managed on a “first-in-first-out” basis, where supplies received first are used first in the production process. We conduct daily stock counts at our production facility. We do not have any specific policy for provision and write-off of inventories. For the period under review, we have not experienced any significant damage or loss of inventory and have not written off any obsolete inventory. Our average inventory turnover (in days) for the period under review are as follows:FY2004 Number of days
Note:(1) Average inventory turnover = (Average inventory/purchases) x 365 days. Pro-rated 181 days for FP2007.
(1)

FY2005 11

FY2006 13

FP2007 13

12

102

OUR BUSINESS
CREDIT POLICY We do not extend credit to our customers as we operate on a cash basis. However, we have trade receivables arising from export sales to Old Chang Kee Malaysia and our overseas franchisees, revenue collected on our behalf by the landlord of a retail outlet as well as other miscellaneous sales such as sale of vouchers to corporate customers. We have not experienced any material bad trade debts during the periods under review. Similarly, we did not provide for doubtful trade debts as we have not experienced significant difficulties in collecting our trade receivables. Our average trade receivables’ turnover (in days) for the period under review are as follows:FY2004 Number of days
Notes:(1) (2) Average trade receivables’ turnover = (Average trade receivables/revenue) x 365 days. Pro-rated 181 days for FP2007. While our sales are conducted on cash basis only, we had trade and other receivables arising from export sales to the Indonesian Franchisee and revenue collected on our behalf by the landlord of a retail outlet.
(1) (2)

FY2005 1

FY2006 1

FP2007 1

Less than a day

Payment terms granted by our suppliers vary depending on, inter alia, our relationship with our suppliers and the size of the transactions. Typical credit terms range from seven days to 60 days. Our average trade payables’ turnover (in days) for the period under review are as follows:FY2004 Number of days
Notes:(1) (2) Average trade payables’ turnover = (Average trade payables/purchases) x 365 days. Pro-rated 181 days for FP2007. The increasing average trade payables’ turnover from 52 days in FY2004 to 64 days in FY2006 was due in part to our suppliers granting us more favourable credit terms, and in part to economies of scale, as the volume of our purchases increased with our extended network of retail outlets.
(1)

FY2005 55

FY2006 64
(2)

FP2007 58

52

GOVERNMENT REGULATIONS The following are the main licences, permits, approvals and certificates that are essential for our business operations in Singapore:Licences, permits approvals and certificates Registration of factories

Administrative body Ministry of Manpower

Type of business operation Production facility

Location / Entity 2 Woodlands Terrace Singapore 738427 2 Woodlands Terrace Singapore 738427

Duration Expiry date is on 30 September 2008 Expiry date is on 31 October 2008

Licence to operate a AVA food processing establishment (excluding meat and fish) Licence for import of meat products and fish products Food shop licence AVA

Production facility

Production facility

Ten & Han

Expiry date is on 31 January 2008

NEA

Retail outlets

52 retail outlets in Singapore(2)

See note 1

103

OUR BUSINESS
Licences, permits approvals and certificates Temporary occupation licence

Administrative body Singapore Land Authority

Type of business operation Retail outlets

Location / Entity 2 Mackenzie Road #01-01 Singapore 228673 36 retail outlets in Singapore

Duration 13 January 2007 to 31 March 2009

Grading scheme for food processing establishments

Ministry of the Environment and Water Resources

Retail outlets

As at the Latest Practicable Date, these retail outlets have received either an A or B grade Expiry date is on 31 March 2008 See note 1

Halal certification

MUIS

Production facility

2 Woodlands Terrace Singapore 738427 50 retail outlets in Singapore(3) 4 retail outlets in Singapore and 2 Woodlands Terrace Singapore 738427

Retail outlets

Signboard licence

Building and Construction Authority

Retail outlets and production facility

See note 1

Notes:(1) The food shop licences, Halal certificates and signboard licences issued to our Group are usually granted for a period from one to two years and are renewable at the discretion of the relevant authorities subject to compliance with the relevant terms and conditions applicable. We have not experienced any difficulties in obtaining and maintaining all our licences, permits, approvals or certificates. Two retail outlets are currently awaiting the issuance of their food shop licence. Four retail outlets are currently awaiting the issuance of its Halal certificate.

(2) (3)

Registration of factories Under the Workplace Safety and Health (Registration of Factories) Regulations 2006 (“WRFR”), any person who desires to occupy or use any premises as a factory shall apply to the Commissioner for Workplace Safety and Health (“CWSH”) to register the premises as a factory. A “factory” has been defined under the Workplace Safety and Health Act 2006 to include premises within which persons are employed in any process for the making of any article. A certificate of registration shall be valid for a period of one year or for such other period as the CWSH may determine, unless it is earlier revoked in accordance with the WRFR. A certificate of registration may, on payment of a renewal fee, be renewed by the CWSH for such period as he may determine. The CWSH may, instead of registering any premises as a factory, issue a factory permit, with or without conditions, authorising the applicant to occupy the premises as a factory. A factory permit shall be valid for such period not exceeding six (6) months as the CWSH may specify in the permit, unless it is earlier revoked in accordance with the WRFR. A factory permit may, on payment of an extension fee, be extended for such period not exceeding six (6) months as the CWSH may determine. Licence to operate a food processing establishment (excluding meat and fish) Pursuant to the Sale of Food Act (Chapter 283), a person who operates, uses or knowingly permits a food establishment to be used for the manufacturing, processing, preparation or packaging of food (excluding meat and fish) for the purpose of distribution to retailers is required to apply for a licence to operate a food processing establishment from the Director-General, Agri-Food and Veterinary Authority (the “Director-General”). Pursuant to the Sale of Food (Food Establishments) Regulations (“SFER”), the licence has to be exhibited in a conspicuous position in the food establishment in respect of which the licence has been granted. The SFER also requires the licensee to store, pack and transport food (excluding fish and meat) in a manner such that it is protected from the likelihood of contamination and the safety, wholesomeness and suitability of the food (excluding fish and meat) is not affected.

104

Any person who has imported any meat product or fish product into Singapore has to forthwith arrange for the meat product or fish product to be inspected. authorised by the Director-General. These rules are to ensure that the food sold at the licensed premises is free from contamination and safe for human consumption. Upon expiry of the licence. packaging of food. inter alia. Under the Wholesome Meat and Fish (Processing Establishments and Cold Stores) Rules (“WPCR”). whether or not the food sold is also prepared. transportation of food. adulterated or otherwise unfit for human consumption. The EFHR also sets out the rules regarding. a person who imports any meat product or fish product is required to apply for a licence from the Director-General. Where any meat product or fish product which has been inspected or examined by an authorised examiner is found by the authorised examiner to be diseased. the Director-General shall have regard to the financial standing of the applicant and his ability to operate and maintain a processing establishment or cold store and the suitability of the premises to be licensed for use as a processing establishment or cold store. A licence which is granted by the Director-General shall be valid for the period stated therein unless it is revoked before the expiry of that period. A licence which is granted shall be in the form as the DGPH may determine. Licence for import of meat products and fish products Pursuant to the WMFA. The Environmental Public Health (Food Hygiene) Regulations (“EFHR”) stipulates that a licensee shall cause his licence to be exhibited at all times in a conspicuous and accessible position within the licensed premises. The WPCR also requires the licensee to take measures to. cleanliness of equipment used in the licensed premises. Further. Upon expiry of the licence. cause every person employed in his licensed processing establishment or cold store to be examined by a medical practitioner at the time of this appointment and obtain from the medical practitioner a certificate of fitness in respect of every such person who is found fit by the medical practitioner to be employed at the processing establishment or cold store and to ensure that every person who is employed in the licensed processing establishment or cold store handles any meat product. the upkeep of the licensed premises and the personal cleanliness of the persons who are engaged in the sale or preparation for sale of food. supply or distribution in Singapore unless the licensee has obtained a permit from the DirectorGeneral in respect of each consignment of meat products or fish products to be imported by him and the import of each such consignment is carried out in accordance with the conditions of the permit. fish product or processing ingredient in a hygienic manner. stored or packed for sale or consumed at such premises.OUR BUSINESS Licence to operate a meat or fish processing establishment or cold store A person who uses any premises or permits any premises to be used as a processing establishment or a cold store for meat products or fish products is required under the Wholesome Meat and Fish Act (Chapter 349A) (“WMFA”) to apply for a licence to do so from the Director-General. is required to obtain a licence from the Director-General of Public Health (“DGPH”). the whole consignment meets with the prescribed standards and the meat products or fish products constituting the consignment are packaged and labelled in the prescribed manner. before it is sold. the authorised examiner shall issue to the person who imported the meat product or fish product a certificate stating his finding and the person who imported the meat product or fish product shall remove the meat product or fish product from Singapore or destroy or otherwise dispose of the meat product or fish product in the prescribed manner. examined and certified by an examiner. it may be renewed. 105 . the whole consignment conforms to the description as contained in the permit. inter alia. A licence granted by the Director-General shall be valid for the period stated therein unless it is revoked before the expiry of that period. it may be renewed. the licensee has to exhibit his licence in a conspicuous position in the processing establishment or cold store in respect of which the licence has been granted. Food shop licence A person who operates or uses or knowingly permits a food establishment to be used as a retail food establishment where food is sold wholly by retail. no licensee shall import any meat product or fish product for sale. In determining whether to grant or refuse to grant the licence. which a licensee must abide by. the sale and preparation of food. the storage and refrigeration of food.

Grading scheme for food processing establishments All food processing establishments in Singapore are classified into four graded categories: A. It creates an environment which encourages food manufacturers to upgrade their hygiene and food and safety standards in the process of striving for higher grades. An application for a Halal certificate shall be in such form as MUIS may require and MUIS may. Food processing establishments are graded based on a set of criteria covering all aspects of hygiene and food safety standards. C and D. any person who operates a food retail outlet at an outdoor kiosk occupying State land is required to obtain a temporary occupation licence (“TOL”) from the Collector of Land Revenue. Food processing establishments are graded with the aim of enabling food manufacturers to be aware of hygiene and food safety standards and the need for improvements. at the discretion of the Collector of Land Revenue. B. vary. in issuing the Halal certificate.OUR BUSINESS Temporary occupation licence Pursuant to Section 3 of the State Land Rules (Chapter 314) of Singapore. No TOL issued pursuant to the State Land Rules (Chapter 314) of Singapore shall create or be deemed to create a tenancy in favour of the licensee or give the licensee as against the Government of Singapore the exclusive right to the occupation of the land described in the TOL. Each establishment is graded prior to the expiry of its licence and is reassessed annually. based on food hygiene and food safety standards. who is either any officer of the Singapore Land Authority or any public officer or officer of any other public authority constituted under any written law for a public purpose. Halal certification MUIS. Each TOL shall be issued for a period not exceeding three years and may. which is constituted under the Administration of Muslim Law Act (Chapter 3). may issue a Halal certificate in relation to the operation of a retail food establishment and regulate the holder of such certificate to ensure that the requirements of the Islamic law are complied with in the operation of the establishment. The criteria include:General cleanliness and housekeeping Food storage Food processing equipment and facilities Food handling and facilities Product identification and transportation Food safety system Food hygiene training Documentation Violation history Food manufacturers strive for higher grades in order to remain competitive. The TOL may be cancelled or revoked at any time and neither the licensee nor any other person shall be entitled to any compensation or damages. impose such conditions as it thinks fit and may at any time. be renewed upon its expiry for a period not exceeding three years upon any one renewal. appointed to be a Collector of Land Revenue. Food processing establishments with higher grades may use their grades as testimonies to show their customers that they have achieved high food hygiene and food safety standards. 106 . remove or add to such condition. Every TOL shall be subject to such terms and conditions as the Collector of Land Revenue considers fit to impose.

PRC and Perth. or on any free-standing advertising structure. furniture and fittings. In addition to the above. presentation. INSURANCE We have taken out insurance policies for our production facility and office at 2 Woodlands Terrace covering losses due to robbery and burglary. accident medical reimbursement. our Directors believe that these insurance policies are adequate for the current operations of our Group. material damages caused to our computer equipment. office business equipment and other contents as well as public liability insurance. Of the players in the industry. location. office and business equipment and coldrooms. We have also insured our staff for workmen’s compensation insurance. Malaysia. building and/or improvement cost of furniture. There are many other stores and retail outlets around Singapore serving competing. consequential losses. Our Directors believe our Group’s competitiveness depends on various factors including pricing. taste. permits. In considering whether to grant or renew a licence. COMPETITION The F&B industry is intensely competitive. causes or permits to be displayed outdoors. Based on our Directors’ belief and knowledge. branding. is required to obtain a licence from the Commissioner of Building Control (“CBC”). we have also taken out a comprehensive general liability insurance covering losses due to property damage and bodily injuries caused by consumption of our food products in Singapore. For each of our retail outlets. approvals and certificates for our business operations in Singapore and have complied with all relevant laws and regulations that would materially affect our business operations. we have identified the following as our closest competitors:Bengawan Solo BreadTalk Group Limited Polar Puffs & Cakes Pte Ltd Prima Deli Bakeries and food retail outlets close to our retail outlets 107 . temporary total disablement and temporary partial disablement for our management staff. the CBC will take into account the amenities of the premises. we have taken out an insurance policy covering losses caused by accidental death and permanent disablement. fittings. the aesthetics of the streetscape and the amenities of any historic or public building or monument or of any place frequented by the public solely or mainly on account of its beauty or historic interest. stocks. variety of food products and hygiene standards. we have taken out insurance policies covering losses due to damage caused to the landlord’s fixtures and fittings. Insurance policies covering losses due to damage to our vehicles have also been taken out. Australia as well. alternative or substitute food products. public liability occurrences. a person who displays. we have obtained all necessary licences. Republic of China. Further. reputation. fixtures. Indonesia. any advertisement or any single signboard that has an area exceeding 5 square metres or a series of related signboards that together have an aggregate area that exceeds 5 square metres. Based on the above.OUR BUSINESS Signboard licence Under the Building Control (Outdoor Advertising) Regulations. whether on the exterior surface of any building or on any part of the premises. A licence may be granted or renewed subject to such conditions and restrictions as the CBC may think fit.

With our long history. Under their leadership. who have more than 20 and 10 years of experience in the F&B industry. (iv) We have dedicated key management personnel with extensive experience in the local food industry We have a dedicated management team spearheading our business operations and driving our future growth plans. Our Group is led by our Executive Chairman. Our production facility operates according to pre-set specifications. and our CEO. 108 . The variety and range of our food products appeal to customers of all ages. the “Old Chang Kee” brand name has become an established and iconic brand name in Singapore. delivery. Han Keen Juan. Management and Employees” of this Prospectus. please refer to the section entitled “Marketing and Business Development” of this Prospectus. our business has experienced significant growth over the years and the “Old Chang Kee” brand is now a well-known household brand name. For further details on our retail outlets. For further details on our quality control measures. and will appeal to customers who want a “slice of Singapore”. (iii) We have a diversified customer base Our food products have widespread appeal and are well received by a broad spectrum of customers. The strong brand name of “Old Chang Kee” in Singapore serves as a suitable platform for us to launch our Old Chang Kee products in other countries. Old Chang Kee is well-positioned as a traditional Singapore brand. (ii) We operate an extensive network of retail outlets at strategic locations We make it a point to source for strategic locations for our retail outlets.OUR BUSINESS OUR COMPETITIVE STRENGTHS Our Directors believe that our competitive strengths are as follows:(i) We are an established and distinctive household brand name in Singapore Our Old Chang Kee curry puffs have been sold in Singapore since 1956 and have garnered many accolades from customers. The team’s experience and knowledge of the industry in which we operate enables our Group to successfully introduce new food products into the market and identify new business opportunities. We are committed to upholding quality standards throughout the processes of production. We have implemented strict quality controls in our manufacturing processes to ensure that our products are consistently of a high quality. consistent high quality and distinctive taste of our food products. (v) We are committed to high quality standards We are committed to bringing quality food products to our customers. We also offer a delivery service called “Old Chang Kee Delivers” which operates in the central business district and other selected areas of Singapore. please refer to the section entitled “Quality Control” of this Prospectus. Further details of our management team’s working experience are set out under the section entitled “Directors. William Lim. and is widely known by local consumers. and up to sale of the food products to our customers. Our retail outlets are located at easily accessible locations with high human traffic flow thus facilitating high volume sales of our food products. respectively.

Corporate Category 2007 109 . National Trade and Unions Congress and Spring Singapore SPBA – Heritage Brand Award 2005 SPBA – Distinctive Brand Award (SPBA) 2005 Lifelong Learner Award. Singapore Workforce Development Agency.OUR BUSINESS AWARDS AND ACCREDITATION We have obtained the following awards and accreditation:Award/Accreditation Singapore Promising Brand Award (SPBA) Year of issue 2004 Issued by Association of Small and Medium Enterprises and Lianhe Zaobao Association of Small and Medium Enterprises and Lianhe Zaobao Association of Small and Medium Enterprises and Lianhe Zaobao MediaCorp Radio.

These 11 retail outlets will comprise five new retail outlets at various petrol stations. Old Chang Kee Chengdu Co. TREND INFORMATION We have been and will be making minor price adjustments to the selling price of a few of our food products in the current financial year due to the increasing cost of sales and operations brought about by the appreciation of THB against the S$ as well as the increasing raw material prices (such as vegetable oil and flour). which are to be determined. pursuant to which the entire issued and paid-up share capital of 1901 Singapore would be transferred to Nineteen O One Sdn. the lifestyles of working Singaporeans have become busier and more hectic. we entered into a sale and purchase agreement with Nineteen O One Sdn. We expect to open 11 new retail outlets in Singapore between the Latest Practicable Date and 31 December 2008. Pursuant to these negotiations. In the period from 1 January 2007 up to the Latest Practicable Date. was incorporated in Chengdu.000. we expect the new retail outlets to generate new revenue for our Group with corresponding increases in our cost of sales and operating expenses. Our Directors believe that the overall outlook for the F&B industry and demand for our food products is positive based on the following factors:(i) Changing lifestyle and tastes of consumers With advances in telecommunications technology. Ltd. Subsequently. PRC. rental and utilities charges. There is no assurance that the new retail outlets will have any material impact on the profitability of our Group in the current financial year. our Directors are of the view that there is an increasing demand for local food products of high quality and authentic taste in Singapore.. (ii) Opportunities for regional expansion We have received encouraging feedback on our food products from our non-Singaporean customers. PRC from one to three as at the Latest Practicable Date. the Taiwanese party decided not to continue its participation in the investment. four new retail outlets at MRT stations and two retail outlets at other locations. Some have requested that our retail outlets be set up in their home countries and/or that franchising rights be granted to them. For example. as our food products are of widespread appeal and are popular with both Singaporean and foreign consumers. On 15 November 2007. we had increased our retail outlets in Chengdu. This trend has resulted in an increased demand for takeaway and convenience foods. we had opened eight new retail outlets and closed one retail outlet in Singapore.PROSPECTS AND FUTURE PLANS PROSPECTS Outlook for the F&B industry and our products The F&B industry in Singapore is highly competitive with many market players and a relatively small market with a population of over 4 million. for a consideration of S$180. Barring any unforeseen circumstances. Barriers of entry into this industry are also low. we entered into negotiations with a Taiwanese party to set up a company in PRC. Bhd. based on the net tangible assets of 1901 Singapore as at 15 November 2007 (the “Disposal”).000 to be recognised in full in FY2007. The Disposal is expected to result in a loss of about S$100. it is likely that our profit for FY2007 will be lower than our profit for FY2006. Bhd. As a result of the increasing cost of sales and operations as well as the loss arising from the Disposal. Completion of the Disposal took place on 15 November 2007. we are in the process of liquidating Old Chang Kee 110 . Our Directors are of the opinion that the regional prospects for our food products are favourable. As a consequence. In May 2006. At the same time. The combination of these factors augurs well for our Group as we continue to develop and offer high quality takeaway food products including local favourites like curry puffs that are easily identifiable by Singaporeans.

0 million from the net proceeds raised from the Invitation for such purposes. to carry on our operations in Chengdu. uncertainties. The continued growth in the number of retail outlets at strategic locations will contribute significantly to the growth of our Group. acquisitions. We expect to open at least two retail outlets in Australia within the next 24 months. PRC (through Old Chang Kee China). We intend to increase the number of our retail outlets in Chengdu. we have established brand presence in Jakarta. joint ventures and franchises. We also intend to relocate some of our existing retail outlets to more strategic locations and refurbish some of our existing retail outlets to adopt the same concept and image at all our retail outlets in Singapore. (iii) Expansion through strategic alliances. Other consumers have approached us to discuss joint venture arrangements. our Group does not have any specific initiatives or plans with regard to any investments through strategic alliances.PROSPECTS AND FUTURE PLANS Chengdu Co. As at the Latest Practicable Date. Old Chang Kee Malaysia currently operates two retail outlets in Kuala Lumpur. in Malaysia. our Directors are not aware of any other known trends. PRC and to expand to other parts of PRC. and have. Old Chang Kee Australia is currently dormant. incorporated a new wholly foreign owned enterprise.0 million from the net proceeds raised from the Invitation for such purposes. Some have requested that retail outlets be set up in their home countries and/or that franchising rights be granted to them. To expand our business overseas. We may acquire other food related businesses in Singapore or overseas or enter into joint venture agreements with them. We expect the number of our new retail outlets in Singapore to increase by at least five outlets within the next two financial years.000 from the net proceeds raised from the Invitation for such purposes. Presently. we plan to take the “Old Chang Kee” brand abroad through strategic alliances. in May 2007. the Philippines through our Philippines Franchisee. or that would cause financial information disclosed in this Prospectus to be not necessarily indicative of our future operating results or financial condition. we had three retail outlets in Chengdu. which will include our Take 5 retail outlets as well as retail outlets with drive-through facilities. We have also incorporated subsidiaries in Australia and PRC. We also set up Old Chang Kee Malaysia. Indonesia. FUTURE PLANS Our future plans are as follows:(i) Expand our overseas operations Our Directors believe that there is overseas demand for our “Old Chang Kee” brand and its range of products. Save as disclosed above and in the section entitled “Risk Factors” of this Prospectus. selling our Old Chang Kee curry puffs and food products in Malaysia. we have received encouraging feedback from our nonSingaporean consumers. joint ventures and franchises Due to the popularity of our food products. We are in the process of selecting appropriate sites for production facilities and retail outlets for Old Chang Kee Australia. We have set aside S$1. through our Indonesian Franchisee and in Manila. PRC (through Old Chang Kee China). Malaysia. Other than direct investment and setting up our own retail outlets in overseas countries as mentioned above. and barring any unforeseen circumstances. we had three retail outlets in Chengdu. acquisitions. As at the Latest Practicable Date. liquidity or capital resources. We expect to open at least three retail outlets in the PRC within the next 24 months. Old Chang Kee China. Ltd. We have set aside S$1. commitments or events that are reasonably likely to have a material effect on our net sales or revenues. acquisitions. We have set aside S$500. PRC.. joint ventures and franchises. Order book We do not maintain any order books due to the nature of our business.0% Associated Company. (ii) Increase and refurbish our Singapore retail outlets We intend to intensify our search for strategic locations in Singapore at which to set up new retail outlets. 111 . profitability. demands. such as Chongqing. our 40.

William Lim is our CEO. he was a sales representative with Canon Marketing Services Pte Ltd from 1981 to 1983. he was a part-time sales representative with CDM Australia Pty Ltd. he left Chubb Singapore Private Limited and established our business. Under his leadership. He began his career in 1972 as a salesman in Guthrie Waugh Singapore selling electronic equipment. The names. a company involved in the sales of office equipment. Lim & Co. He is responsible for the development of new food products. He graduated from Upper Serangoon Technical School. In 1975. development and expansion of our Group’s business. He joined our Group in 1995. Advocates and Solicitors Information on the areas of responsibility and working experience of our Directors are set out below:Han Keen Juan is our Executive Chairman and one of the founders of our Group. he held the position of sales supervisor of Chubb Singapore Private Limited and was subsequently promoted to sales manager. He is currently a member on the board of the Intellectual Property Office of Singapore (“IPOS”) and the IPOS’ Investment Committee. In 1978. From 1991 to 1994. He is involved in the overall management of our Group and is responsible for leading the management in setting our Group’s mission and objectives and developing the overall business strategies of our Group. He is instrumental in the development of new food products and expansion into overseas markets. we had established 54 retail outlets in Singapore as at the Latest Practicable Date. He obtained a Bachelor of Commerce from the Curtin University of Technology in 1995.H. Certified Public Accountants Singapore Business adviser Lim Yen Heng 58 Block 856E Tampines Street 82 #09-202 Singapore 525856 Block 498G Tampines Street 45 #10-432 Singapore 525498 Block 172 Bedok South Road #07-425 Singapore 460172 Ong Chin Lin 59 Wong Chak Weng 53 Consultant at Soh Wong & Yap. From 1984 to 1990.DIRECTORS. 112 . he joined Duncan Robert Sdn Bhd as an electronic equipment salesman and was later promoted to sales supervisor during his employment with them. and has accumulated more than 20 years of sales experience. Prior to joining our Group. he was the general manager and director of Font Office Automation Pte Ltd. expansion of our business into overseas markets and overseeing the business and sales development strategies of our business. He has more than 30 years of sales experience and was instrumental in the establishment. In 1986. addresses and principal occupations of our Directors are listed below:Name Han Keen Juan Age 56 Residential Address 17 Novena Terrace Singapore 307911 67A King’s Road Singapore 268133 18 Stratton Drive Singapore 806877 Principal Occupation Executive Chairman of our Company CEO of our Company William Lim 47 Choong Buat Ken 59 Managing Director of Mast Management Consultants Pte Ltd and Mast Computer Pte Ltd Sole Proprietor of Y. MANAGEMENT AND EMPLOYEES DIRECTORS The Board of Directors is responsible for the overall management of our Group. ages.

organization and methods. Finance Department. 113 . Liaw & Co. staff assistant to the managing director and senior review officer in the Securities Industry Department. Lim & Co. Sorene & Lawson. Lim Yen Heng. he has accumulated more than 36 years of working experience to date. appointed our Independent Director on 16 November 2007. reviews internal and external audit reports on the companies. Banking and Financial Institutions Group. monitors the director selection and other board processes. He also holds a non-executive directorship in ViewSonic Singapore Pte Ltd. finance and operation director of Malaysia-Beijing Travel Sdn Bhd. the Philippines. he is the chairman of CDW Holding Limited’s nominating committee. control officer of Asian Development Bank in Manila. Lim & Co. He is currently a consultant at Soh Wong & Yap. ensures that adequate risk management processes are established. Certified Public Accountants Singapore as a sole proprietorship. Singapore.H. monitors budgetary control and authorises major investment and strategic commitments. he held various positions with the Monetary Authority of Singapore including legal officer in the Managing Director’s Office. is a practising lawyer with more than 20 years of experience. where he is responsible for the overall operation of the firm. He is also the honorary legal adviser to ACI Singapore.S. Wong Chak Weng. where he was responsible for the preparation of financial statements. He graduated with a Bachelor of Commerce (Accountancy) from the then Nanyang University in 1970. inter alia. He graduated with a Bachelor of Commerce (Accountancy) from the then Nanyang University in 1972. He had previously held positions such as group accountant of Prima Flour Ltd. he has accumulated more than 30 years of working experience to date in the fields of accounting and auditing. holding various positions such as financial officer of Jurong Town Corporation. He was appointed as an independent director of CDW Holding Limited since it was listed on the SGX-ST Mainboard on 26 January 2005. Mr Wong is currently a member of the audit committee and remuneration committee of CDW Holding Limited. Beginning his career in February 1970 as an audit assistant in Coopers & Lybrand. is currently the independent director of Linair Technologies Ltd and Yi-Lai Berhad. he was an accountant with L & M Prestressing Pte Ltd. He holds an LLB (Hons) from the National University of Singapore. is currently the Managing Director of Mast Management Consultants Pte Ltd and Mast Computer Pte Ltd. In carrying out his duties as an independent director of these companies. in 1981. he joined K.H. Ong Chin Lin. He is an associated member and a fellow of the Institute of Chartered Accountants in England and Wales. In April 1978. He is also a member of the Malaysia Institute of Accountants. assistant director in the Management Accounting and Custody Division. leasing manager of Far East Organisation Pte Ltd and financial controller of Nylect Technology Limited. a charitable organisation. Public Accountants Singapore.DIRECTORS. he has more than 35 years of working experience to date. he. is currently the sole proprietor of Y. accounting and financial management system design and implementation. He is a non-practising member of the Institute of Certified Public Accountants of Singapore. In January 1987. Tiew & Co. Tan. Certified Public Accountants Singapore. budgeting and cash flow management. Beginning his career in April 1971 as an articled clerk in Leigh. reviews business results. validates and approves corporate strategies. The Financial Markets Association and a member of the audit committee of the Law Society of Singapore. Advocates and Solicitors and a joint company secretary to Lutheran Community Care Services Limited. appointed our Lead Independent Director on 16 November 2007. He is a practising member of the Institute of Certified Public Accountants of Singapore as well as a non-practising fellow of the Certified Public Accountants of Australia. Public Accountants Singapore as an audit manager and was subsequently promoted to the position of partner in October 1978. From October 1977 to April 1978. His areas of practice include corporate work and advising on compliance with licensing and business conduct regulations of financial service providers. appointed as our Non-Executive Director on 16 November 2007. personnel policies and corporate secretarial services. he established Y. group chief accountant of Metro Holdings Ltd. He graduated with a Bachelor of Commerce (Accountancy) from the then Nanyang University in 1970 and obtained a Master of Business Administration from the Ateneo Graduate School of Business. reviews and approves the remuneration package of executive directors. the Philippines. During the period between 1984 and 1994. Beginning his career in April 1972 as an audit assistant in Lim. and finance director of Galeries Lafayette. MANAGEMENT AND EMPLOYEES Choong Buat Ken. and renders services in areas such as corporate strategies. appointed our Non-Executive Director on 16 November 2007. In addition.

she held the position of audit assistant with Y H Lim & Co. including financial accounting. L. Ltd. she assisted in the incorporation of Hainan Treats Pte. Han Keen Juan. Prior to joining our Group. From 1986 to 1993. and was subsequently appointed as its manager. statutory reporting to relevant authorities in all jurisdictions that our Group operates in as well as internal controls and compliance with corporate. She graduated with a Bachelor of Business from the Monash University. is a nephew of our Executive Chairman. Chow Hui Shien. our Chief Financial Officer. business development and sourcing for strategic locations at which to set up new retail outlets for our Group. Development Ltd. She has over 12 years of experience in accounting and finance. tax. Between 2002 and 2004. She joined our Group in 2004 and has. our General Manager. Save as disclosed above. Her duties included overseeing the retail and production operations and the sales and marketing activities of the company. she held the position of assistant manager with a company listed on the SGX-ST Mainboard. She also ensures the smooth implementation of the ERP system. Her duties included overseeing the retail and production operations. management accounting. From 1994 to 1996. is responsible for overseeing the retail operations of our Group. the sales and marketing aspects and the research and development activities of the business. ages. budgeting and forecasting. more than seven years of experience in general management.DIRECTORS. She also participates actively in formulating various branding exercises. where she was responsible for evaluating clients’ internal controls and taxation matters. MANAGEMENT Our day-to-day operations are entrusted to our Executive Directors who are assisted by a management team of experienced key Executive Officers.C. legal. From 1999 to 2002. to date. The names. Ms Chew is a non-practising member of Institute of Certified Public Accountants of Singapore and a fellow member of the Association of Chartered Certified Accountants. Our CEO. where she was responsible for the financial and accounting functions of the company. 114 . joined our Group in March 2006. accounting and operational requirements. She is responsible for the full spectrum of financial and taxation functions in our Group. none of our Directors is related by blood or marriage to one another or to our Substantial Shareholders. addresses and positions of the Executive Officers are set out below:Name Chew Mei Li Age 39 Residential Address Block 77 Indus Road #09-525 Singapore 160077 Block 795 Yishun Ring Road #13-3406 Singapore 760795 Block 10 Joo Seng Road #08-106 Singapore 360010 Block 121 Ang Mo Kio Avenue 3 #06-1705 Singapore 560121 Position Chief Financial Officer Chow Hui Shien 34 General Manager Ng Lee Huang 48 Operations Manager Ngoh Kin Wee 49 Logistics Manager Information on the areas of responsibility and working experience of our Executive Officers are set out below:Chew Mei Li. she was an accounts executive with Cathay Organisation Pte Ltd. William Lim. she was appointed as a manager of Good Morning Breakfast (a sole-proprietorship involved in the retailing of local breakfast items). MANAGEMENT AND EMPLOYEES Han Keen Juan and William Lim are also our Substantial Shareholders. Melbourne in 2003.

none of our Executive Officers is related by blood or marriage to one another. is responsible for coordinating with our sales department to plan the future production capacity of the factories to ensure sufficient supply of food products to our retail outlets. Han Keen Juan and a cousin of our CEO. our Directors or our Substantial Shareholders. from 1976 to 1987. MANAGEMENT AND EMPLOYEES Ng Lee Huang. Chow Hui Shien is a niece of our Executive Chairman. Ngoh Kin Wee. William Lim. He graduated from Ahmad Ibrahim Secondary School in 1976 and assisted in running his parent’s food stall between 1977 and 1986. is responsible for supervising the production processes of our Group and ensuring that they comply with the stringent standards and procedures established by our Group. MANAGEMENT REPORTING STRUCTURE Our management reporting structure is as follows:- BOARD OF DIRECTORS HAN KEEN JUAN Executive Chairman WILLIAM LIM CEO CHEW MEI LI Chief Financial Officer CHOW HUI SHIEN General Manager NG LEE HUANG Operations Manager NGOH KIN WEE Logistics Manager 115 . our Logistics Manager. Her duties also include overseeing the procurement activities of raw materials and production machinery and supervising the machinery maintenance program. He joined our Group in 1987. Save as disclosed above. She joined our Group in 1987. She graduated from Chung Hwa Girls’ High School in 1975 and was employed as a clerk in Globe Service Co. our Operations Manager.DIRECTORS. He also determines delivery truck routes to ensure punctual delivery of food products to the retail outlets and the quantity of food products to be delivered to each retail outlet.

001 to S$750.001 to S$1. William Lim. Chow Hui Shien. He has resigned with effect from 15 July 2007. FY2006 and FY2007 (estimated). His scope of responsibility includes handling our franchise enquiries and participating in the selection of suitable business partners for our Group. Han Keen Juan and a cousin of our CEO. the wife of our Executive Chairman. were or are as follows:Estimated amount for FY2007 (1) Band II Band II Band I Band I Band I Band I Directors Han Keen Juan William Lim Choong Buat Ken Lim Yen Heng Ong Chin Lin Wong Chak Weng Executive Officers Chew Mei Li Chow Hui Shien Ng Lee Huang Ngoh Kin Wee Legend:Band I Band II Band III Band IV Note:(1) FY2005 Band IV Band IV – – – – FY2006 Band III Band III – – – – – Band I Band I Band I Band I Band I Band I Band I Band I Band I Band I Band I : : : : Compensation Compensation Compensation Compensation of of of of between between between between S$0 to S$250. is a nephew of our Executive Chairman. We have not set aside or accrued any amounts for our Directors.000 per annum S$250. is a niece of our Executive Chairman. Han Keen Juan. MANAGEMENT AND EMPLOYEES DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION The compensation (which includes salary. who is our Franchise Manager. is a distant relative of our Executive Chairman and a first cousin of Chow Hui Shien.000 per annum. Chow Hui Shien. 116 . Chow Hui Shien and Chow Phee Liat Philip. Chow Phee Liat Philip. are related to our Directors and Substantial Shareholders.000 per annum The compensation for FY2007 is estimated and does not include performance bonuses payable. who was our Business Development Executive for 1901 Singapore.DIRECTORS. CPF contributions and directors’ fees) paid or payable to our Directors and Executive Officers for services rendered to us in all capacities for FY2005. Han Keen Juan.000.001 to S$500. Ng Choi Hong. Chiow Phee Bian.000 per annum S$500. was our marketing manager until her resignation which takes effect from 31 May 2007. a cousin of our CEO. retirement or similar benefits. William Lim. our General Manager. bonus. benefits-in-kind.000 per annum S$750. and the brother of our General Manager. two of our employees. Remuneration of employees who are related to our Directors and Substantial Shareholders As at the date of this Prospectus. in bands of S$250. Executive Officers and our employees to provide for pension.

SERVICE AGREEMENTS On 16 November 2007. unless otherwise terminated by either party giving not less than six months’ written notice or salary in lieu of notice. The terms of the appointment of Han Keen Juan and William Lim are for three years each. The total remuneration paid to our Directors. who are related to our Directors and Substantial Shareholders. The Service Agreements cover the terms of employment. the aggregate remuneration (including CPF contributions and benefits-inkind) of Chow Hui Shien. We may also terminate their respective Service Agreements if. Pursuant to the terms of the respective Service Agreements. and our CEO. In the event of such summary termination of employment. The Executives are each entitled to a fixed bonus of an amount equivalent to two month(s) of their basic salary. Substantial Shareholders and our employees who are related to our Directors will be disclosed in our annual reports. are set out below:FY2005 Remuneration paid As a percentage of our profit before taxation S$241. The total remuneration of employees who are related to our Directors and Substantial Shareholders shall be subject to the review and approval of the Remuneration Committee to ensure that their remuneration packages are in line with our Group’s staff remuneration guidelines.DIRECTORS. which will take effect on the date of admission of the Company to the Official List of the Catalist or such other date as may be mutually agreed between our Company and the respective Executive. specifically salaries. Chiow Phee Bian and Ng Choi Hong. MANAGEMENT AND EMPLOYEES For the last two financial years.7% FY2006 S$300. and are commensurate with their respective job scopes and levels of responsibility.000 7.000 and S$25. none of the Executive Officers or other employees mentioned above is related to each other or to any Director or Substantial Shareholder. Chow Phee Liat Philip.2% The basis of determining the remuneration of these related employees is the same as the basis for determining the remuneration of other unrelated employees.000. The incentive bonus will be based on a percentage of our Group PBT as set out in the table below and will be payable after the consolidated financial statements of our Group for each financial year have been audited:Name Han Keen Juan William Lim Incentive bonus payable 6% of the Group PBT 4. Save as disclosed above and in the section entitled “Shareholders” of this Prospectus. They are each also entitled to an annual incentive bonus which shall be computed based on our audited consolidated profit (excluding extraordinary items and before paying the incentive bonus) before taxation of the Group (“Group PBT”) for that financial year.5% of the Group PBT 117 . our Company entered into separate service agreements (the “Service Agreements”) with our Executive Chairman. bonuses and benefits.000 5. respectively. Han Keen Juan and William Lim are entitled to a monthly salary of S$30. inter alia. such Executive shall not be entitled to any compensation or liability in respect of such termination. William Lim (the “Executives”). Han Keen Juan. any of them are convicted or otherwise found guilty of any offence involving fraud or dishonesty or serious misdemeanour. becomes bankrupt or otherwise acts to the prejudice of our Company’s interests.

(c) solicit for himself or any person other than us the business of any of our suppliers or customers. the Executives shall not directly or indirectly be engaged or interested in any other business. Han Keen Juan and our CEO. inter alia. there are no existing or proposed service contracts entered into or to be entered into by our Directors and our Company. Had the Service Agreements been in effect from 1 January 2006. The breakdown of our staff strength. that for the duration of the appointments under the respective Service Agreements.DIRECTORS. electronic road pricing. all of whom are based in Singapore. without the consent of our Company. or (d) persuade any of our employees to leave our employment.480. road tax and car insurance. OUR EMPLOYEES As at 30 June 2007. William Lim. by activity as at the end of each of the period under review is as follows:FY2004 Function Management Finance Marketing and Administration Production and Logistics Operations Total (1) FY2005 FY2006 FP2007 5 2 8 73 187 275 5 4 15 84 267 375 6 4 15 129 315 469 6 5 17 122 351 501 Note:(1) There has been no replacement of management staff (comprising our Executive Directors and Executive Officers) in the period set out above. hotel and other out-of-pocket expenses incurred by our Executives in the discharge of their duties pursuant to the Service Agreements will be borne by our Company. trade or occupation. The relationship and co-operation between the management and employees has been good and is expected to continue in the future.000 and our profit before taxation for FY2006 would have been approximately S$3. Our employees are not unionised. MANAGEMENT AND EMPLOYEES Our Executive Chairman. The Executives have agreed. we had a workforce of approximately 421 full-time and 80 part-time employees. the aggregate remuneration for the Executives in FY2006 would have been approximately S$1. the Executives shall not (a) be connected in any manner directly or indirectly in any business which is in competition with that conducted by our Group. All reasonable travel.000.941. 118 . Furthermore. for a period of six (6) months after the respective appointments are terminated under the Service Agreements. Save for the above. are also entitled to the exclusive use of a motor car and a country club membership and to be reimbursed for expenses such as petrol. We do not employ a significant number of temporary employees. car park charges. Our operations have not been affected by any work stoppage or labour disputes. (b) cause any of our customers to cease dealing with us. We do not experience any significant seasonal fluctuations in our number of employees. The Executives are also bound under the Service Agreements not to disclose any confidential information or trade secrets of our Group.

we send our office staff for IT system training and upgrading courses. We also engage external food technologists to provide comprehensive in-house training to all our production staff to familiarise them with HACCP requirements such as hygiene standards. we send our key production personnel to attend HACCP compliance training sessions conducted mainly by Singapore Polytechnic. A retiring Director shall be eligible for reelection. New production staff are also required to undergo OJT at our production facility under the supervision of our production executive. We conduct training for our staff both when they first join us.DIRECTORS. All Directors (other than a Director holding office as Managing Director) shall retire from office at least once every three years. BOARD PRACTICES Term of office Each of our Directors has served in office in our Company since the following dates:Name Han Keen Juan William Lim Choong Buat Ken Lim Yen Heng Ong Chin Lin Wong Chak Weng Date 16 December 2004 16 December 2004 16 November 2007 16 November 2007 16 November 2007 16 November 2007 Our Directors do not currently have a fixed term of office. if their number is not a multiple of three. MANAGEMENT AND EMPLOYEES Staff Training We place emphasis on staff training to enhance the quality of our service and to keep staff abreast of new developments in our business. cooking and customer service. At each annual general meeting. We also engage external consultants to conduct annual training workshops for all our staff. From time to time. where they are provided with hands-on experience in the tasks they will perform at retail outlets under the supervision of team leaders. food safety and Halal assurance system. At such annual training workshops. In connection with our focus on food quality and hygiene. we update our staff on key areas of our Group’s business such as our branding strategies and the vision of our Group for the upcoming year. 119 . OJT at the retail outlets familiarises new staff with job responsibilities such as food handling. OJT at the production facility focuses on equipping our production staff with specific food manufacturing skills according to their individual job responsibilities. The Directors to retire in every year shall be those who have been longest in office since their last re-election or appointment. All our new staff stationed at the retail outlets are required to undergo on-the-job training (“OJT”). the number nearest to but not less than one-third) shall retire from office by rotation. one-third of the Directors for the time being (or. as well as over the course of their employment to constantly upgrade their skills.

Ong Chin Lin and Wong Chak Weng are neither related to each other nor to any of our Executive Directors or Substantial Shareholders. we have appointed Ong Chin Lin as our Lead Independent Director. pursuant to the recommendations in Commentary 3.3. All Directors should be required to submit themselves for re-nomination and re-election at regular intervals and at least every three years. participation and candour) including. Han Keen Juan and our CEO. Our Directors consider Ong Chin Lin and Wong Chak Weng to be independent as they do not have any past or ongoing business relationship with our Group and/or our Directors or Substantial Shareholders. if applicable.3 of the Code of Corporate Governance 2005.CORPORATE GOVERNANCE OVERVIEW Corporate governance refers to the processes and structure by which the business and affairs of a company are directed and managed. In accordance with the recommendations in the said Commentary 3. as an Independent Director. our Company has implemented the corporate governance model set out below:- Board of Directors Nominating Committee Chairman Wong Chak Weng Members Ong Chin Lin Choong Buat Ken Audit Committee Chairman Ong Chin Lin Members Wong Chak Weng Lim Yen Heng Remuneration Committee Chairman Ong Chin Lin Members Wong Chak Weng Choong Buat Ken Lim Yen Heng Ong Chin Lin and Wong Chak Weng have been appointed as our Independent Directors. CEO or Chief Financial Officer has failed to resolve or for which such contact is inappropriate. NOMINATING COMMITTEE Our Nominating Committee comprises Wong Chak Weng. attendance. Shareholders will be able to consult the Lead Independent Director where they have concerns for which contact through the normal channels of our Executive Chairman. preparedness. 120 . in order to enhance long term shareholder value through enhancing corporate performance and accountability. (b) to determine annually whether or not a Director is independent. William Lim. In view of the family relationship between our Executive Chairman. Ong Chin Lin and Choong Buat Ken. With a view towards good corporate governance. Our Nominating Committee is chaired by Wong Chak Weng. including re-nominations. The Nominating Committee is responsible for the following:(a) to make recommendations to the Board on all board appointments. Good corporate governance therefore embodies both enterprise (performance) and accountability (conformance). having regard to the Director’s contribution and performance (for example. and of the fact that they are both part of the executive management team.

that allows comparison with its industry peers. consider the appointment or re-appointment of the external auditors and matters relating to resignation or dismissal of the auditors. and discuss problems and concerns. the going concern statement. having regard to the competing time commitments he faces when serving on multiple boards. our Executive Directors and Executive Officers will manage the business and operations of our Group. and develop and maintain effective systems of internal controls with the overall objective of ensuring that our management has created and maintained an effective control environment in our Company. The Audit Committee will assist our Board with regards to discharging its responsibility to safeguard our Company’s assets. our internal auditors. the management letter and our management’s response. the audit report. to decide whether or not such Director is able to and has been adequately carrying out his duties as Director. Our Audit Committee will meet at least quarterly to discuss and review the following where applicable:(a) review our audit plans with the external auditors and. if any. and any matters which the auditors may wish to discuss (in the absence of our management where necessary). reviewing the assistance given by our management to the auditors. review the quarterly and annual consolidated financial statements and the external auditors’ reports on those financial statements. After the listing. Our Audit Committee will be chaired by Ong Chin Lin. review transactions falling within the scope of Chapter 9 and Rule 1010 of the Listing Manual. and to decide how the Board’s performance may be evaluated and propose objective performance benchmarks. rules or regulations. significant adjustments resulting from the audit. where applicable. which has or is likely to have a material impact on our Group’s operating results or financial position and our management’s response. review the internal controls and procedures and ensure co-ordination between the external auditors and our management. and to address how the Board has enhanced long term shareholder value. Wong Chak Weng and Lim Yen Heng. major risk areas. The overall management is overseen by our CEO.CORPORATE GOVERNANCE (c) in respect of a Director who has multiple board representations on various companies. Our Audit Committee comprises Ong Chin Lin. as approved by the Board. arising from the interim and final audits. William Lim. irregularity or infringement of any relevant laws. and that our management demonstrates and stimulates the necessary aspect of our Group’s internal control structure among all parties. review and discuss with auditors any suspected fraud. (b) (c) (d) (e) (f) (g) 121 . including the evaluation of our internal control system. compliance with accounting standards as well as compliance with any stock exchange and statutory/regulatory requirements. (d) AUDIT COMMITTEE Our business and operations are presently under the management and close supervision of our Executive Directors who are assisted by a team of key Executive Officers. focusing in particular on changes in accounting policies and practices. before submission to the Board for approval. review any potential conflicts of interest. maintain adequate accounting records.

REMUNERATION COMMITTEE Our Remuneration Committee comprises Ong Chin Lin. Subsequently to the reviews. rule or regulation which has or is likely to have a material impact upon our Company’s operating results and/or financial position. The recommendations of our Remuneration Committee should be submitted for endorsement by the entire Board. All aspects of remuneration.CORPORATE GOVERNANCE (h) undertake such other reviews and projects as may be requested by the Board and report to the Board its findings from time to time on matters arising and requiring the attention of our Audit Committee. As required by paragraph 1(9)(e) of Appendix 2. including but not limited to Directors’ fees. options and benefits-in-kind shall be overseen by our Remuneration Committee. allowances. List of the Catalist. bonuses. and determine specific remuneration packages for each Executive Director. and generally undertake such other functions and duties as may be required by law or the Listing Manual. the Board will request a regular basis whether it is necessary for our Company to continue 122 . we intend to engage an independent qualified of our Group’s internal control and accounting systems annually for to the SGX-ST. Each member of the Remuneration Committee shall abstain from voting on any resolutions and making any recommendations and/or participating in any deliberations of the Remuneration Committee in respect of his remuneration package. (i) In addition. Our Remuneration Committee will recommend to the Board a framework of remuneration for the Directors and key executives. all future transactions with related parties shall comply with the requirements of the Listing Manual. Wong Chak Weng. our Audit Committee shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity.2 of the Listing Manual. or failure of internal controls or infringement of any Singapore and other applicable law. salaries. Our Remuneration Committee is chaired by Ong Chin Lin. Choong Buat Ken and Lim Yen Heng. and by such amendments made thereto from time to time. Apart from the duties listed above. Upon our admission to the Official accountant to conduct a full review two years and to report its findings the Audit Committee to consider on with such an engagement. any one of our Directors shall abstain from voting on any contract or arrangement or proposed contract or arrangement in which he has a personal material interest.

our Executive Chairman. Ten & Han engaged Y.3% interest in the capital of Pure Options. Subsequently. Executive Officers or Controlling Shareholders of our Company or the Associates of such Directors. comprising mainly kitchen equipment for the manufacture of food products and appliances.H. Accordingly. Lim & Co. Executive Officers or Controlling Shareholders) are known as interested person transactions. the two unrelated parties decided to terminate the joint venture. for an aggregate consideration of S$67. To facilitate the investment. Ltd. Ten & Han between 1988 and 2002. was struck-off the register of companies on 24 February 2006.000 based on the net book value of Hainan Treats Pte. was a company incorporated in Singapore. Provision of audit. In December 2004. Ltd. Please refer to the section entitled “Restructuring Exercise” of this Prospectus for further details. Ltd. Hainan Treats Pte. Ltd. transactions between our Group and any of its interested persons (namely. our Executive Chairman.H.H. Y.000. Lim Yen Heng (our Non-Executive Director) is a sole-proprietor of Y. The total fees paid to Y. 123 . after the admission of our Company to the Official List of the Catalist. Ltd. Transactions with Director-related companies (i) Gain Up (M) Sdn Bhd (“Gain Up”) In December 2004. a joint venture company in Malaysia. Pure Options is in the process of being struck-off. which was the statutory auditor of our subsidiary. as part of the Restructuring Exercise. Han Keen Juan. (ii) Pure Options Pte. Lim & Co. Lim & Co. Mr Han is a director of Pure Options and held a 33.000 to Pure Options in FY2005.H. Han Keen Juan and two unrelated third parties set up Pure Options for the import into and retailing of coconut oil products in Singapore. Ltd. In FY2005.INTERESTED PERSON TRANSACTIONS In general.000 on behalf of Gain Up. the transaction was deemed to have been carried out on an arm’s length basis. Pure Options is no longer an interested person in relation to our Group. PAST INTERESTED PERSON TRANSACTIONS Sale of business assets of Hainan Treats Pte. to perform a sales audit to certify the gross turnover of certain retail outlets pursuant to the lease agreements of those retail outlets. We do not intend to engage the services of Y. Ten & Han acquired certain business assets from Hainan Treats Pte. Lim & Co. On 14 August 2006. there are no material interested person transactions during the Relevant Period. Lim & Co. Lim & Co. for this service in FY2005 was S$1.H. To facilitate the investment. The above transactions were conducted on an arm’s length basis and on normal commercial terms. Accordingly. with the intention to expand our food business to Malaysia. tax services and other services by Y.H. Mr Han was a director of Gain Up and held a 33% interest in the capital of Gain Up. we made an advance of S$10.. The spouse of our Executive Chairman. Han Keen Juan held the majority stake in Hainan Treats Pte Ltd. Mr Han transferred his interest in Pure Options to our Company for a consideration of S$10. Save as disclosed under this section and under the section entitled “Restructuring Exercise” of this Prospectus. the Directors. to Ten & Han Hainan Treats Pte. and two unrelated third parties set up Gain Up. (“Pure Options”) In September 2005. Gain Up was wound up in February 2006 and the amount due from Gain Up was written-off. we paid expenses amounting to S$61. ceased to provide such services to us since the end of FY2005..500.

000. our Non-Executive Director). We repaid the amount in June 2007. and our CEO. which is wholly-owned by our Executive Chairman. We do not expect to enter into similar transactions following our admission to the Official List of the Catalist. The leased area is currently used as our servicing and maintenance centre for our kitchen equipment. William Lim.5 million to Ten & Han.m (2) The increase in the fees paid to Mast Management Consultants Pte Ltd in FY2005 was due to the management consultancy services provided in relation to our Group’s restructuring exercise and the implementation of the ERP system. The loan was interest-free. Mast Management Consultants Pte Ltd has been providing corporate secretarial and advisory services to our Group since 1988.3% interests respectively in Mast Computer Pte Ltd (an accounting processing and computer software maintenance firm). Provision of accounting processing and computer software maintenance services by Mast Computer Pte Ltd Choong Buat Ken and Fang Siew Boon hold 33.INTERESTED PERSON TRANSACTIONS Advances extended by Executive Directors In December 2006. unsecured. Ltd. The transaction is conducted on an arm’s length basis and on normal commercial terms based on an independent valuation by the Valuer.937 sq ft at Block 22 Woodlands Link #0340 was leased by Keen Holdings to Ten & Han for a period of three years at a rent of S$3. PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS Lease of space from Keen Holdings Pte. We will ensure that future transactions will comply with Chapter 9 of the Listing Manual. and had no fixed term of repayment and therefore would not ordinarily be considered a transaction conducted at an arm’s length basis and on normal commercial terms. William Lim. 124 . Choong Buat Ken is also a director of Mast Computer Pte Ltd. each hold a 50% interest in Mast Management Consultants Pte Ltd (a corporate secretarial and advisory firm). paid on behalf of 1901 Singapore an amount of S$2. extended an interest-free loan of S$2. Han Keen Juan. The total fees paid to Mast Management Consultants Pte Ltd for services rendered during the Relevant Period were as follows:1 July 2007 to the Latest Practicable Date 3 S$’000 Fees paid to Mast Management Consultants Pte Ltd Notes:(1) FY2004 2 FY2005 63 (1) FY2006 2 FP2007 n. We repaid the amount in January 2007. Provision of corporate secretarial and advisory services by Mast Management Consultants Pte Ltd Choong Buat Ken. and Fang Siew Boon (the spouse of Lim Yen Heng.3% and 33. Han Keen Juan. We do not expect to enter into similar transactions following our admission to the Official List of the Catalist. unsecured. and had no fixed term of repayment and therefore would not ordinarily be considered as a transaction that has been conducted on arm’s length basis and on normal commercial terms. Not meaningful. In September 2007. (2) The above transactions were conducted on an arm’s length basis and on normal commercial terms. Keen Holdings Pte.000 per month. Choong Buat Ken and Fang Siew Boon are also directors of Mast Management Consultants Pte Ltd. (“Keen Holdings”) is a property investment company. In August 2005. Keen Holdings entered into a lease agreement with Ten & Han under which the space of 1.556 for the initial purchase instalment for a motor vehicle. our Executive Chairman. The loan was interest-free. and his wife. Ltd. our CEO. Amount less than S$1. our Non-Executive Director.

Mast Computer Pte Ltd has been providing accounting processing and computer software maintenance services to Ten & Han since 1995.0% per annum Hire purchase for motor vehicle from Hong Leong Finance Limited at 4. Ltd. Amount less than S$1.000 Personal guarantee by William Lim S$383.000 Personal guarantee by William Lim S$30.000 Joint guarantee by Han Keen Juan and William Lim All monies owing by Ten & Han – Joint guarantee by Han Keen Juan and William Lim Joint guarantee by Han Keen Juan and William Lim Lease of United Square retail outlet All monies owing by Ten & Han – 125 .87 million line of credit facilities from UOB Group at 6. We will ensure that future transactions will comply with Chapter 9 of the Listing Manual.17% per annum Lease of Far East Plaza retail outlet Guarantee Personal guarantee by Han Keen Juan Personal guarantee by Han Keen Juan S$200.15% per annum Hire purchase for motor vehicle from GE Money at 6. Guarantees provided by our Executive Directors The guarantees provided by our Executive Directors to secure bank and credit facilities granted to and leases secured by our Group during the Relevant Period were as follows:Largest amount guaranteed/secured during the Relevant Period.INTERESTED PERSON TRANSACTIONS To the best knowledge of the Executive Directors.26% per annum Lease agreements for computer equipment from IBM Singapore Pte.000 S$70.000 S$31.58 million credit facilities from OCBC at 6.000 Personal guarantee by William Lim S$66. The above transactions were conducted on an arm’s length basis and on normal commercial terms.000 S$34.07 million Description S$5.000. The total fees paid to Mast Computer Pte Ltd for services rendered during the Relevant Period were as follows:1 July 2007 to the Latest Practicable Date – S$’000 Fees paid to Mast Computer Pte Ltd Note:(1) FY2004 5 FY2005 21 FY2006 24 FP2007 n. at 4.000 S$85.25% per annum S$1.2 million Outstanding amount guaranteed as at the Latest Practicable Date S$1.30% per annum Hire purchase for motor vehicle from UMF (Singapore) Limited at 6.000 S$11. based on month-end balances S$1.000 S$37.m (1) Not meaningful.

The purchase price shall not be higher than the most competitive price of the two comparative offers from noninterested persons. our Directors shall also take into consideration the quality. based on the results of the relevant enquiries. including the aforementioned interested person transactions involving companies related to our Group. are conducted at arm’s length and on normal commercial terms. including adopting measures such as making relevant enquiries with landlords of similar location and size. (b) (c) 126 . As stated in the Listing Manual. our Directors shall take into account the prices and terms of at least two other comparative offers from non-interested persons. we should be able to secure alternative bank facilities on terms similar to those applicable to the existing facilities.INTERESTED PERSON TRANSACTIONS Largest amount guaranteed/secured during the Relevant Period. except for sale of our food products on a de minimis basis. financiers or landlords. our Executive Directors will continue to provide the relevant guarantees and security. REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS All future transactions with interested persons shall comply with the requirements of the Listing Manual. delivery time and track record of the suppliers. financiers and landlords by providing substitute securities acceptable to the banks. when selling to interested persons. Our internal control procedures will ensure that all interested person transactions. our Articles require a Director to abstain from voting in any contract or arrangement in which he has a personal material interest. where appropriate). The nature of the above transactions are described under the sections entitled “Liquidity and Capital Resources” and “Capitalisation and Indebtedness” of this Prospectus. we intend to procure the release and discharge of the above guarantees from the relevant banks. The sale price shall not be lower than the lowest sale price of the other two successful sales to non-interested persons. Should the terms and conditions of our existing facilities be affected by the withdrawal of the above guarantees. financiers and landlords do not agree to release our Executive Directors from the above guarantees. our Directors shall take appropriate steps to ensure that such rent is commensurate with the prevailing market rates. our Directors shall take into account the prices and terms of at least two other successful sales of similar nature and size to non-interested persons. based on month-end balances All monies owing by Ten & Han Description Lease of Novena Square retail outlet Outstanding amount guaranteed as at the Latest Practicable Date – Guarantee Joint guarantee by Han Keen Juan and William Lim Personal guarantee by William Lim Lease of Ubi Avenue 2 retail outlet All monies owing by Ten & Han – As no fee was paid to Han Keen Juan or William Lim for the provision of the abovementioned guarantees. Such internal controls include the following:(a) when purchasing from interested persons. Subsequent to the Invitation. or obtaining necessary reports or reviews published by property agents (including an independent valuation report by a property valuer. In the event that the banks. In determining the most competitive purchase price. The rent payable shall be based on the most competitive market rental rate of similar properties in terms of size and location. our Directors are confident that with our listed status and strengthened financial position. and when renting from and to interested persons. the transactions are not deemed to have been entered into on an arm’s length basis.

he will abstain from reviewing that particular transaction. Our Audit Committee will ensure that all provisions and disclosure requirements on all such interested person transactions. In the event that a member of our Audit Committee is involved in any interested person transaction. the Listing Manual and accounting standards.INTERESTED PERSON TRANSACTIONS Each such interested person transaction will be properly documented and submitted half-yearly to our Audit Committee for its review to ensure that all interested person transactions are conducted at arm’s length and on normal commercial terms. We will disclose in our annual report the aggregate value of interested person transactions conducted during the financial year. Our Audit Committee will include the review of all such interested person transactions as part of the standard procedures while examining the adequacy of internal controls of our Group. and will be subject to Shareholders’ approval if deemed necessary under the provisions of the Listing Manual. as the case may be. are complied with. 127 . Our Board of Directors will ensure that all interested person transactions will be subject to the disclosure requirements of the Listing Manual. including those required by prevailing legislation.

Controlling Shareholders and Executive Officers or their Associates have any material interest. direct or indirect. 128 . and any transaction to which we are a party. in any company carrying out the same business or deals in similar products as our Company or any of our subsidiaries.CONFLICTS OF INTEREST Save as disclosed in the section entitled “Interested Person Transactions” of this Prospectus. directly or indirectly. has any interest. none of our Directors. in:(i) (ii) (iii) any company carrying out the same business or a similar trade as our Group. nor any of their Associates. any enterprise or company that is our Group’s customer or supplier of goods or services. directly or indirectly. None of our Controlling Shareholders.

Management and Employees” of this Prospectus. addresses. business and working experience of all the Directors and Executive Officers of our Group are set out in the section entitled “Directors.GENERAL AND STATUTORY INFORMATION 1. Past Directorships Group Companies Nil (b) Other Companies Harbinger Resources Pte Ltd (struck-off) Millennium Food Services Pte Ltd Group Companies Nil William Lim Group Companies 1901 Singapore Old Chang Kee Australia Old Chang Kee China Old Chang Kee Malaysia Old Chang Kee Thailand Ten & Han Other Companies Intellectual Property Office of Singapore Other Companies Nil Choong Buat Ken Group Companies Nil Other Companies Mast Computer Pte Ltd Mast Management Consultants Pte Ltd Mast Technology Pte Ltd Singapore Chinese High School ViewSonic Singapore Pte Ltd Group Companies Nil Other Companies Harbinger Resources Pte Ltd (struck-off) Hwa Chong International School Lao Zeng Ji Investment Pte Ltd (struck-off) New Rise Global Private Limited (gazetted to be struck-off) Singapore Chinese High School Tian-Huo Pte Ltd (struck-off) Group Companies Nil Other Companies Nil Lim Yen Heng Group Companies Nil Other Companies Nil 129 . INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS (a) The names. principal occupations. Ltd. The list of present and past directorships of each Director (other than for our Company) as at the date of this Prospectus and over the five years preceding the date of this Prospectus is set out as follows:Name Han Keen Juan Present Directorships Group Companies 1901 Singapore Old Chang Kee Australia Old Chang Kee China Old Chang Kee Malaysia Old Chang Kee Thailand Pure Options Ten & Han Other Companies Keen Holdings Pte. ages.

where that entity is the trustee of a business trust. has. (e) (f) (ii) (iii) 130 . Ltd. Save as disclosed below. none of our Executive Officers hold any directorships (past or present) in the five years preceding the date of this Prospectus:Name Chow Hui Shien Present Directorships Group Companies Ten & Han Food Management (Chengdu) Co. (struck-off) (d) Save as disclosed in the section entitled “Directors. on the ground of insolvency. had an application or a petition under any law of any jurisdiction filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive. Past Directorships Group Companies Nil Other Companies EBS Consulting Sdn Bhd Group Companies Nil Other Companies Nil (c) Save as disclosed below. at any time during the last ten (10) years. had an application or a petition under any bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner. for the winding-up or dissolution of that entity or. Past Directorships Group Companies Nil Other Companies Nil Other Companies Hainan Treats Pte. at any time during the last ten (10) years. that business trust. There is no shareholding qualification for Directors in the Articles of our Company.. Executive Officers or Controlling Shareholders:(i) has. has any unsatisfied judgment against him. Executive Officers or Substantial Shareholders are related by blood or marriage to one another. at the time when he was a director or an equivalent person or a key executive of that entity or at any time within two (2) years from the date he ceased to be a director or an equivalent person or a key executive of that entity.GENERAL AND STATUTORY INFORMATION Name Ong Chin Lin Present Directorships Group Companies Nil Other Companies Linair Technologies Limited Yi-Lai Berhad Wong Chak Weng Group Companies Nil Other Companies CDW Holdings Limited JNC Corporate Services Pte Ltd TMF Singapore Pte. Management and Employees” of this Prospectus. Ltd. none of our Directors. Ltd. none of our Directors.

or a finding of fraud. misrepresentation or dishonesty on his part. has ever been convicted of any offence. in Singapore or elsewhere. involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere. has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust. (v) (vi) (vii) (viii) (ix) (x) (bb) (cc) (dd) in connection with any matter occurring or arising during the period when he was so concerned with the entity or business trust. 131 . and (xi) has been the subject of any current or past investigation or disciplinary proceedings. misrepresentation or dishonesty on his part. in Singapore or elsewhere. judgment or ruling of any court. has ever been the subject of any order. any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere. nor has he been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud. has ever. any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere. been concerned with the management or conduct. in Singapore or elsewhere. has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust). to his knowledge. whether in Singapore or elsewhere. or from taking part directly or indirectly in the management of any entity or business trust. or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose. of the affairs of:(aa) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere. involving fraud or dishonesty which is punishable with imprisonment. by the Authority or any other regulatory authority.GENERAL AND STATUTORY INFORMATION (iv) has ever been convicted of any offence. exchange. has at any time during the last ten (10) years. or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach. professional body or government agency. or any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere. tribunal or governmental body permanently or temporarily enjoining him from engaging in any type of business practice or activity. or has been reprimanded or issued a warning. had judgment entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere.

In 2005. overtime pay and payment in lieu of leave entitlement. Ten & Han was requested to attend a meeting at the Ministry of Manpower to resolve a dispute involving an ex-employee with respect to claims involving medical expense reimbursement.000 to compound the inadvertent breach.000 in 2006. The claims on medical expense reimbursement and payment in lieu of leave entitlement proved to be groundless and the claim for overtime pay was settled by a payment of S$2. which was paid by Ten & Han to NEA on 10 September 2007. 2. (ii) Disclosure relating to Han Keen Juan To the best of his recollection. William Lim was fined an amount of S$50 for the late filing of his personal income tax return for the year of assessment 1984. (iv) Disclosure relating to Ong Chin Lin Ray Summers Pte Ltd (“Ray”) was liquidated on 16 August 1999 pursuant to creditors’ winding up. In July 2007.91 by Ten & Han to the ex-employee.170. In 2005. a customer (the “Customer”) lodged a complaint against Ten & Han with the NEA relating to an incident which took place on 11 July 2007. Ten & Han informed the Comptroller of Income Tax (“CIT”) of its inadvertent omissions of car benefits and bereavement and condolence cash payments provided to employees in the Forms IR8A for the years of assessment 1999 to 2005. Ten & Han was served with a summons by NEA and the offence was compounded for a sum of S$100. 132 . Ong Chin Lin was a director of Ray from 21 November 1996 to 19 May 1998. that the liability of members of our Company is limited. Han Keen Juan was interviewed by the Corrupt Practices Investigation Bureau (“CPIB”) in connection with their investigations relating to a supplier of Ten & Han then. The matter was settled and compounded by Ten & Han for S$9.GENERAL AND STATUTORY INFORMATION Notes:(i) Disclosure relating to Ten & Han In 1992. Han Keen Juan was not the subject of the CPIB investigation and he has not been contacted thereafter by the CPIB to assist in any further investigation. in 1985. MEMORANDUM AND ARTICLES (a) Memorandum of Association The Memorandum of Association of our Company states. (iii) Disclosure relating to William Lim To the best of his recollection. in 1998. the CIT enquired as to certain inadvertent omissions made by Han Keen Juan in relation to his prior income tax returns. inter alia. The matter was satisfactorily resolved in 2006 when Han Keen Juan paid the CIT a sum of S$150. The Customer alleged that a foreign object was found in a curry puff which he had purchased from our retail outlet at Far East Plaza. In June 2007. the then Ministry of Environment imposed a fine of S$120 on Ten & Han for obstructing a public corridor with a few cartons of goods.

Sale and Purchase Agreement dated 9 November 2007 between our Company. Wilson Gunawan. (d) retirement or non-retirement of Directors under an age limit requirement. (c) borrowing powers exercisable by the Directors and variation thereof. MATERIAL CONTRACTS The following contracts. and (j) any limitation on the right to own Shares. preferences and restrictions attaching to each class of shares. Steven Japutra. details of which are set out under the section entitled “Restructuring Exercise” of this Prospectus. not being contracts entered into in the ordinary course of business. Mr Willam Lim. Old Chang Kee Ina in Indonesia with Ten & Han holding 20% of the issued share capital (the “Indonesian JVA”). Sale and Purchase Agreement dated 15 November 2007 between Ten & Han and Nineteen O One Sdn. Han Keen Juan and William Lim. Tan Tjoen Eng and Karto Wiwil Sana and Ten & Han to establish PT. Mr Han Keen Juan. acquired 100% of the issued and paid-up share capital of 1901 Singapore. Bhd. Service Agreement dated 16 November 2007 between our Company and our Executive Chairman. providing. have been entered into by our Group within the two years preceding the date of lodgment of this Prospectus and are or may be material:(a) Shareholders’ Agreement dated 19 August 2005 between Hazta Dynamics (S) Pte Ltd (“Hazta”) and Ten & Han under which Hatza will subscribe for 23% of the issued and paidup share capital of 1901 Singapore and Ten & Han will subscribe for 77% of the issued and paid-up share capital of 1901 Singapore (the “1901 Shareholders Agreement”).GENERAL AND STATUTORY INFORMATION (b) Articles An extract of the relevant provisions of the Articles of our Company. (b) the Director’s power to vote on remuneration for himself or for any other Director. Joint Venture Agreement dated 5 December 2005 between Franciscus Lugito. are set out in Appendix C of this Prospectus. The complete Articles of our Company are available for inspection by Shareholders at the registered office of our Company. for (a) a Director’s power to vote on a proposal. pursuant to which Nineteen O One Sdn. and (b) (c) (d) (e) (f) (g) (h) 133 . Trust Deed dated 28 June 2007 between our Company and our Executive Chairman Mr Han Keen Juan and our CEO. (g) any change in capital. pursuant to which Mr Han Keen Juan and Mr William Lim declare that they hold the 100 shares in Old Chang Kee Thailand issued to each of them on trust for our Company. Tan Tjoen Eng and Karto Wiwil Sana and Ten & Han to terminate the Indonesian JVA.7 million as part of the Restructuring Exercise. Steven Japutra. Termination Agreement dated 15 November 2007 between Hazta and Ten & Han to terminate the 1901 Shareholders’ Agreement. required for Director’s qualification. if any. Termination Agreement dated 1 April 2007 between Franciscus Lugito. (f) the rights. Wilson Gunawan. details of which are set out under the section entitled “Service Agreements” of this Prospectus. (e) number of shares. (i) any time limit after which a dividend entitlement will lapse. (h) any change in the respective rights of the various classes of shares. arrangement or contract in which the Director is interested. Bhd. pursuant to which our Company acquired 100% of the fully paid and issued share capital of Ten & Han at a consideration of S$5. 3. inter alia.

neither our Company nor any of our subsidiaries is engaged in any litigation or arbitration proceedings either as plaintiff or defendant including those which are pending or known to be contemplated. (b) (c) (iii) (d) As at the Latest Practicable Date. This suit has since been settled and concluded. in our Shares or in the shares of our subsidiaries. AHACS settled the claim by paying a sum of S$23. our Directors are not aware of any event which has occurred since 30 June 2007 which may have a material effect on the financial position and results of our Group that is not already disclosed in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.527. 134 . an employee of Ten & Han was involved in an accident while driving one of the company’s motor vehicles along the Pan Island Expressway towards Jurong before the Kallang Exit. Ten & Han. has a material interest. who is the insurer of Ten & Han. On 9 June 2006. in our Company. which may have or have had in the last 12 months preceding the date of lodgement of this Prospectus. LITIGATION AND ARBITRATION PROCEEDINGS Save as disclosed in the following. or has a material economic interest. a material effect on our Group’s profitability or financial position:(a) In July 2005. legal proceedings was commenced by a plaintiff (“Plaintiff C”) against Ten & Han for. the Receiving Banker will deploy these monies in the interbank monies market. We intend to continue with the engagement of Ernst & Young as our auditors after our listing on the Official List of the Catalist. The motor vehicle was insured by Ten & Han with American Home Assurance Company Singapore (“AHACS”). to the best of our knowledge and belief and having made all reasonable enquiries. American Home Assurance Company Singapore. whether direct or indirect. All profits derived from the deployment of such monies will accrue to the Receiving Banker. 4. damages resulting from a motor accident involving one of Ten & Han’s employee. the third party (“Plaintiff A”) commenced legal action against. the third party (“Plaintiff B”) commenced legal action against. In the ordinary course of business. The motor vehicle was insured by Ten & Han with AHACS. inter alia. (b) (c) 5. Mr William Lim. “Capitalisation and Indebtedness” and “Trend Information” of this Prospectus. an employee of Ten & Han was involved in an accident while driving one of the company’s motor vehicles along Woodlands Loop. On 6 June 2006.GENERAL AND STATUTORY INFORMATION (i) Service Agreement dated 16 November 2007 between our Company and our Chief Executive Officer. inter alia. including an interest in the success of the offer. In September 2005. details of which are set out under the section entitled “Service Agreements” of this Prospectus.50 to Plaintiff B. whether direct or indirect. inter alia. In November 2007. is currently negotiating with Plaintiff C to reach an amicable settlement of the matter. Ten & Han. Any refund of all or part of the application monies to unsuccessful or partially successful applicants will be made without interest or any share of revenue or any other benefit arising therefrom. No expert named in this Prospectus:(i) (ii) is employed on a contingent basis by our Company or our subsidiaries. MISCELLANEOUS (a) Application monies received by our Company in respect of successful applications (including successful applications which are subsequently rejected) will be placed in a separate noninterest bearing account with the Receiving Banker.

the legal advisers to our Company on Malaysian Law.GENERAL AND STATUTORY INFORMATION 6. The Manager. and the statement prepared by them set out under “Franchises” in the section entitled “Marketing and Business Development” of this Prospectus. and its Subsidiary Companies for the Financial Period from 1 January 2007 to 30 June 2007 and the Report from the Auditors and the Unaudited Proforma Combined Financial Statements of Old Chang Kee Ltd. the Share Registrar. the legal advisers to our Company on Australian Law. has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion herein of:(i) (ii) its name and all reference to its name. the Receiving Banker. and its Subsidiary Companies for the Financial Years Ended 31 December 2004. the Receiving Banker. 135 . and its Subsidiary Companies for the Financial Year Ended 31 December 2006 and the Financial Period from 1 January 2007 to 30 June 2007. the Solicitors to the Invitation. takes no responsibility for any statement in or omission from this Prospectus. CONSENTS (a) Ernst & Young has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion herein of the Report from the Auditors and the Audited Combined Financial Statements of Old Chang Kee Ltd. and the statement prepared by them set out under “Franchises” in the section entitled “Marketing and Business Development” of this Prospectus. (e) Each of the Placement Agent. the Principal Bankers and the Valuer have each given and have not withdrawn their respective written consents to the issue of this Prospectus with the inclusion herein of their respective names and references to their respective names in the form and context in which they respectively appear in this Prospectus and to act in such respective capacities in relation to this Prospectus. the legal advisers to our Company on Malaysian Law. and to act in such capacity in relation to this Prospectus. the Report from the Auditors and the Unaudited Combined Financial Statements of Old Chang Kee Ltd. has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion herein of:(i) (ii) its name and all reference to its name. the legal advisers to our Company on PRC law. the legal advisers to our Company on PRC law. the Solicitors to the Invitation. the Share Registrar. the Principal Bankers and the Valuer does not make or purport to make any statement in this Prospectus and is not aware of any statement in this Prospectus which purports to be based on a statement made by it and each of them makes no representation regarding any statement in this Prospectus and. to the extent permitted by law. The legal advisers to our Company on Indonesian law. the legal advisers to our Company on Thai Law. (b) (c) in the form and context in which they appear in this Prospectus. the Underwriter. the legal advisers to our Company on Thai Law. the legal advisers to our Company on Australian Law. in the form and context in which they appear in this Prospectus. 2005 and 2006. (d) The legal advisers to our Company on the Philippines law. and to act in such capacity in relation to this Prospectus. the Placement Agent. in the form and context in which they are included in this Prospectus and references to its name in the form and context in which it appears in this Prospectus and to act in such capacity in relation to this Prospectus.

based on information furnished to it by our Group. the material contracts referred to in paragraph 3 of the section entitled “General and Statutory Information” of this Prospectus. RESPONSIBILITY STATEMENT BY OUR DIRECTORS This Prospectus has been reviewed and approved by our Directors and they individually and collectively accept full responsibility for the accuracy of the information given in this Prospectus and confirm. Report from the Auditors in relation to the Audited Combined Financial Statements of Old Chang Kee Ltd. the facts stated and the opinions expressed in this Prospectus are fair and accurate in all material respects as at the date of this Prospectus and that there are no material facts the omission of which would make any statements in this Prospectus misleading. and its Subsidiary Companies for the Financial Period from 1 January 2007 to 30 June 2007 as set out in Appendix B of this Prospectus. and its Subsidiary Companies for the Financial Years Ended 31 December 2004. and that this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Group. and its Subsidiary Companies for the Financial Year Ended 31 December 2006 and the Financial Period from 1 January 2007 to 30 June 2007. 9. Report from the Auditors and the Unaudited Proforma Combined Financial Statements of Old Chang Kee Ltd. DOCUMENTS FOR INSPECTION The following documents may be inspected at the registered office of our Company during normal business hours for a period of six months from the date of this Prospectus:(a) (b) the Memorandum and Articles of our Company. 8. Report from the Auditors and the Unaudited Combined Financial Statements of Old Chang Kee Ltd. (c) (d) (e) (f) 136 . that to the best of their knowledge and belief. as set out in Appendix K of this Prospectus.GENERAL AND STATUTORY INFORMATION 7. having made due and careful enquiries and to the best of its knowledge and belief. RESPONSIBILITY STATEMENT BY THE MANAGER The Manager acknowledges that. 2005 and 2006. having made all reasonable enquiries. this Prospectus constitutes a full and true disclosure of all material facts about the Invitation and our Group and it is not aware of any other facts the omission of which would make statements herein misleading. and the letters of consent referred to in paragraph 6 of the section entitled “General and Statutory Information” of this Prospectus. as set out in Appendix A of this Prospectus.

APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. 2005 and 2006 A-1 . AND ITS SUBSIDIARY COMPANIES For the financial years ended 31 December 2004. 2005 AND 2006 Report on Audited Combined Financial Statements OLD CHANG KEE LTD.

do hereby state that. 2005 AND 2006 Old Chang Kee Ltd. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. changes in equity and cash flows of the Group for the financial years ended on those date. (b) On behalf of the Board of Directors: Han Keen Juan Director Lim Tao-E William Director Singapore 4 January 2008 A-2 . being the Directors of Old Chang Kee Ltd. Han Keen Juan and Lim Tao-E William. and at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. and its Subsidiary Companies Statement by Directors We. (a) the accompanying combined financial statements together with notes thereto. in the opinion of the Directors. are drawn up so as to present fairly. the state of affairs of the Group as at 31 December 2004. 2005 and 2006 and of the results.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. (the “Company”).

APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004, 2005 AND 2006
Old Chang Kee Ltd. and its Subsidiary Companies Report from the Auditors in relation to the Audited Combined Financial Statements of Old Chang Kee Ltd. and its Subsidiary Companies for the financial years ended 31 December 2004, 2005 and 2006

4 January 2008 The Board of Directors Old Chang Kee Ltd. 2 Woodlands Terrace Singapore 738427 Dear Sirs: We have audited the accompanying combined financial statements of Old Chang Kee Ltd. (the Company) and its subsidiary companies (collectively, the Group) set out on pages A-5 to A-43, which comprise the combined balance sheets of the Group as at 31 December 2004, 2005 and 2006, the combined profit and loss accounts, combined statements of changes in equity and combined cash flow statements of the Group for each of the financial years ended 31 December 2004, 2005 and 2006, and a summary of significant accounting policies and other explanatory notes.

Directors’ Responsibility for the Financial Statements
The Company’s Directors are responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act, Cap 50 (the Act) and Singapore Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility
Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

A-3

APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004, 2005 AND 2006
Old Chang Kee Ltd. and its Subsidiary Companies Report from the Auditors in relation to the Audited Combined Financial Statements of Old Chang Kee Ltd. and its Subsidiary Companies for the financial years ended 31 December 2004, 2005 and 2006 (cont’d)

Opinion
In our opinion, the combined financial statements of the Group presents fairly, in all material respects, the state of affairs of the Group as at 31 December 2004, 2005 and 2006 and the results, changes in equity and cash flows of the Group for each of the financial years ended 31 December 2004, 2005 and 2006 in accordance with the provisions of the Act and Singapore Financial Reporting Standards. This report has been prepared for inclusion in the Prospectus in connection with the Invitation by the Company in respect of the issue of 25,000,000 new ordinary shares in the share capital of the Company.

Yours faithfully,

ERNST & YOUNG Certified Public Accountants Singapore Max Loh Khum Whai Partner-in-Charge

A-4

APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004, 2005 AND 2006
Old Chang Kee Ltd. and its Subsidiary Companies Combined Profit and Loss Accounts for the financial years ended 31 December 2004, 2005 and 2006

Note

2004 S$’000 20,893 (8,366) 12,527

2005 S$’000 29,045 (11,276) 17,769 39 (8,881) (4,171) (494) (27) – 4,235 (1,028) 3,207 4.69

2006 S$’000 33,784 (13,827) 19,957 299 (11,061) (4,128) (848) (42) (27) 4,150 (1,111) 3,039 4.44

Revenue Cost of sales Gross profit Other operating income Selling and distribution expenses Administrative expenses Other operating expenses Finance costs Share of results of associated companies Profit before taxation Taxation Net profit attributable to shareholders Basic and fully diluted earnings per share (cents)

4

5

13 (7,135) (2,510) (285)

6

(13) –

7 8

2,597 (515) 2,082

9

3.04

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
A-5

APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004, 2005 AND 2006
Old Chang Kee Ltd. and its Subsidiary Companies Combined Balance Sheets as at 31 December 2004, 2005 and 2006

Note

2004 S$’000

2005 S$’000

2006 S$’000

Non-Current Assets Property, plant and equipment Intangible assets Investment in associated companies Amounts due from associated companies Quoted investment

10 11 12 13 14

3,679 105 – – 77 3,861

5,740 355 – – 100 6,195

5,881 339 16 57 – 6,293

Current Assets Inventories Trade and other receivables Deposits Prepayments Amounts due from associated companies Cash and cash equivalents

15 16

17 18

244 1 691 17 61 3,068 4,082

350 142 933 118 10 4,654 6,207

446 1,354 1,393 149 15 6,565 9,922

Current Liabilities Trade and other payables Other liabilities Bank overdrafts Amount due to a related party Finance lease liabilities Club membership payable – current Provision for taxation

19 20 18 21 22

1,517 56 – – 108 15 804 2,500

2,848 88 54 – 323 15 942 4,270 1,937

5,881 180 173 2 344 15 900 7,495 2,427

Net Current Assets Non-Current Liabilities Finance lease liabilities Club membership payable – long term Deferred tax liabilities

1,582

22 23

459 52 136 647

775 36 326 1,137 6,995

485 20 576 1,081 7,639

Net Assets Equity attributable to equity holders of the Company Share capital Share application money Reserves Total Equity

4,796

24 25 26

700 – 4,096 4,796

700 – 6,295 6,995

700 100 6,839 7,639

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
A-6

APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004, 2005 AND 2006
Old Chang Kee Ltd. and its Subsidiary Companies Combined Statements of Changes in Equity for the financial years ended 31 December 2004, 2005 and 2006

Attributable to equity holders of the Company Share application money S$’000 – Asset revaluation Accumulated Total reserve profits reserves S$’000 S$’000 S$’000 263 2,311 2,574

Note

Share capital S$’000 700

Total equity S$’000 3,274

At 1 January 2004 Profit for the year, representing total recognised income for the year Dividends on ordinary shares At 31 December 2004 and 1 January 2005 Profit for the year, representing total recognised income for the year Dividends on ordinary shares At 31 December 2005 and 1 January 2006 Profit for the year, representing total recognised income for the year Application for increase of ordinary shares Dividends on ordinary shares At 31 December 2006

2,082

2,082

2,082

27

(560)

(560)

(560)

700

263

3,833

4,096

4,796

3,207

3,207

3,207

27

(1,008)

(1,008)

(1,008)

700

263

6,032

6,295

6,995

3,039

3,039

3,039

25

100

100

27

– 700

– 100

– 263

(2,495) 6,576

(2,495) 6,839

(2,495) 7,639

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
A-7

630 (1. plant and equipment Gain on disposal of quoted investment Gain on fair value adjustment of quoted investment Impairment loss on investment in associated company Interest expense Interest income Loss/(gain) on disposal of property. plant and equipment written off Provision for reimbursement of start-up costs for an associated company in Chengdu Share of results of associated companies Operating profit before working capital changes Increase in trade and other receivables Increase in inventories Increase in trade and other payables (Increase)/decrease in amount due from a Director-related company Increase in amount due from associated companies Increase in amount due to a related party 2004 S$’000 2005 S$’000 2006 S$’000 2.363 (10) – – 73 – 77 1 1. 2005 AND 2006 Old Chang Kee Ltd.235 4.597 4.232 (484) (106) 1.150 – – – – 841 – (9) – 13 – – – – – 3. and its Subsidiary Companies Combined Cash Flow Statements for the financial years ended 31 December 2004.049 10 (15) 2 A-8 .273 (7) – 66 42 (139) (9) – 76 27 5. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.442 (111) (12) 340 (61) – – 40 61 – – 899 – (23) – 27 (16) 1 8 – – 5. 2005 and 2006 Note Cash flows from operating activities: Profit before taxation Adjustments for: Amortisation of intangible assets Bad debt written off – loan to a Director-related party – loan to a related party Currency realignment Depreciation of property.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. plant and equipment Property.778) (96) 3.

and its Subsidiary Companies Combined Cash Flow Statements for the financial years ended 31 December 2004.600 6.008) (1.241) (290) 51 16 (16) – – – (2.479 1.348) (57) 12 137 (16) (110) 107 100 (1.480) (57) (1.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.197 2005 S$’000 5. plant and equipment Purchase of intangible asset Proceeds from disposal of property. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. A-9 .018) – – – (38) – – – (1.283) 1.875) 1. 2005 AND 2006 Old Chang Kee Ltd.532 3.802 (903) 5.068 4.995 (700) 5.600 18 3.589 (248) (27) (1.392 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.295 2006 S$’000 6.598 (401) 3. plant and equipment Interest received Payment for club membership Investment in associated companies Proceeds from disposal of quoted investment Increase in share application money Net cash used in investing activities Cash flows from financing activities: Repayment of finance lease liabilities Interest paid Dividends paid on ordinary shares Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 2004 S$’000 3. 2005 and 2006 (cont’d) Note Cash generated from operations Tax paid Net cash generated from operating activities Cash flows from investing activities: Advances to associated companies Purchase of property.792 4.056) – (2.232) 27 (89) (13) (560) (662) 1.495) (2.899 – (1.068 (338) (42) (2.

and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. comprising 5. 2005 and 2006 1. the Company changed its name to Old Chang Kee Ltd. The registered office and principal place of business of the Company is located at 2 Woodlands Terrace. on 13 September 2007. Ltd. manufacture and sale of snacks 100 100 100 A-10 . Pursuant to the agreement. On 22 November 2007.000 ordinary shares credited as fully paid in the capital of the Company to Mr Han Keen Juan and Mr Lim Tao-E William. The Company was incorporated for the purpose of acquiring the existing companies of the Group pursuant to the Group Restructuring Exercise.600. Restructuring Exercise Pursuant to an agreement dated 9 November 2007. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. Ten & Han Trading Pte Ltd became a wholly-owned subsidiary company of the Company. The principal activities of the Company are those relating to investment holding.000 ordinary shares with effect from 12 November 2007. 2005 AND 2006 Old Chang Kee Ltd. in connection with its conversion into a public company limited by shares.. 2. and changed its name to Old Chang Kee Pte.600. the Company acquired the entire issued and paid-up capital of Ten & Han Trading Pte Ltd. Singapore 738427. The principal activities of the subsidiary companies are set out in Note 2. At the date of this report. Associated Companies Old Chang Kee (Thailand) Co Ltd (“OCKT”) Thailand 19 June 2006 Dormant 40 Singapore 7 January 1988 Australia 30 May 2006 People’s Republic of China 23 May 2007 Manufacture and distribution of food products and general trading Dormant F & B management and consultancy. Corporate Information The Company was incorporated in Singapore on 16 December 2004 under the Singapore Companies Act as a private company limited by shares under the name of Old Chang Kee Singapore Pte. Ltd. Ltd. the Group structure is as shown below: Country and date of incorporation/ acquisition Name Principal activities Proportion of ownership interest % Subsidiary Companies Ten & Han Trading Pte Ltd (“Ten & Han”) Old Chang Kee Australia Pty Ltd (“OCKA”) Ten & Han Food Management (Chengdu) Co. The purchase consideration was satisfied by the issue of 5.

loans and receivables. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. 3. except for the changes in accounting policies discussed below. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. FRS 39. 2005 AND 2006 Old Chang Kee Ltd. financial assets within the scope of FRS 39 were classified as either financial assets at fair value through profit or loss. Financial assets that were classified as financial assets at fair value through profit or loss and available-for-sale financial assets were measured at fair value while loans and receivables and held-to-maturity investments were measured at amortised cost using the effective interest rate method. 2005 and 2006 2. Financial Instruments: Recognition and Measurement. The combined financial statements have been prepared on a historical cost basis except for leasehold building and held for trading financial assets that have been measured at their fair values. any differences between the carrying values and amortised costs as at 1 January 2005 were recognised in accumulated profits. At that date.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. For investments carried at amortised cost. held-tomaturity investments or available-for-sale financial assets. mandatory for annual financial periods beginning on or after 1 January 2005. At 1 January 2005.1 Basis of preparation The combined financial statements of the Group have been prepared in accordance with Singapore Financial Reporting Standards (FRS). the Group and the Company adopted FRS 39. differences between the carrying values and fair values of financial assets at fair value through profit or loss were recognised in accumulated profits while the differences between carrying values and fair values of available-for-sale financial assets were recognised in the fair value adjustment reserve. Financial Instruments: Recognition and Measurement The Group and the Company adopted FRS 39 prospectively on 1 January 2005.2 Changes in accounting policies The accounting policies have been consistently applied by the Group and the Company and are consistent with those used in the previous financial year. (a) Adoption of new FRS On 1 January 2005. Summary of significant accounting policies 3. as appropriate. The combined financial statements are presented in Singapore Dollars (SGD or S$). A-11 . Restructuring Exercise (cont’d) Country and date of incorporation/ acquisition Proportion of ownership interest % Associated Companies Old Chang Kee (M) Sdn Bhd (“OCKM”) Malaysia 21 July 2006 Operating retail food outlets and general trading 40 Name Principal activities 3.

Plant and Equipment Leases Employee Benefits The Effects of Changes in Foreign Exchange Rates Related Party Disclosures Consolidated and Separate Financial Statements Financial Instruments: Disclosure and Presentation Earnings Per Share Impairment of Assets Intangible Assets Determining Whether an Agreement Contains a Lease Rights to Interests Arising from Decommissioning Restoration and Environmental Rehabilitation Funds Liabilities Arising from Participating in a Specific Market-Waste Electrical and Electronic Equipment Explorations for and Evaluation of Mineral Resources A-12 . (b) Adoption of revised FRS The Group adopted the following revised standards mandatory for annual financial periods beginning on or after 1 January 2005 which did not result in any significant change in accounting policies: FRS 1 (revised) FRS 2 (revised) FRS 8 (revised) FRS 10 (revised) FRS 16 (revised) FRS 17 (revised) FRS 19 (revised) FRS 21 (revised) FRS 24 (revised) FRS 27 (revised) FRS 32 (revised) FRS 33 (revised) FRS 36 (revised) FRS 38 (revised) INT FRS 104 INT FRS 105 INT FRS 106 INT FRS 106 Presentation of Financial Statements Inventories Accounting Policies. Financial Instruments: Recognition and Measurement (cont’d) At 1 January 2005. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. 2005 AND 2006 Old Chang Kee Ltd. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. Summary of significant accounting policies (cont’d) 3.2 Changes in accounting policies (cont’d) (a) Adoption of new FRS (cont’d) FRS 39. Changes in Accounting Estimates and Errors Events after the Balance Sheet Date Property. financial liabilities (other than derivative financial instruments) within the scope of FRS 39 were measured at amortised cost using the effective interest rate method.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. 2005 and 2006 3. Any difference between the carrying values and amortised costs as at 1 January 2005 were recognised in accumulated profits.

2005 AND 2006 Old Chang Kee Ltd.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Share-based Payment Reassessment of Embedded Derivatives Interim Financial Reporting & Impairment Group and Treasury Share Transactions Service Concession Arrangements 1 January 2007 1 1 1 1 January 2007 January 2007 January 2009 March 2006 INT INT INT INT INT FRS FRS FRS FRS FRS 108 109 110 111 112 : : : : : 1 1 1 1 1 May 2006 June 2006 November 2006 March 2007 January 2008 The Directors expect that the adoption of the above pronouncements will have no material impact to the financial statements in the period of initial application. policies and processes for managing capital. The amendment to FRS 1 requires the Group to make new disclosures to enable users of the financial statements to evaluate the Group’s objectives. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. liquidity risk and market risk. Summary of significant accounting policies (cont’d) 3. Financial Reporting in Hyperinflationary Economies Scope of FRS 102. except for FRS 107 and the amendment to FRS 1 as indicated below. Financial Instruments: Disclosures and amendment to FRS 1 (revised). Presentation of financial statements (Capital Disclosures) FRS 107 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments. including sensitivity analysis to market risk.3 FRS and INT FRS not yet effective The Group and the Company has not applied the following FRS and INT FRS that have been issued but not yet effective: Effective date (Annual periods beginning on or after) FRS 1 FRS 40 FRS 107 FRS 108 INT FRS 107 : : : : : Amendment to FRS 1 (revised). FRS 107. Presentation of financial statements (Capital Disclosures) Investment Property Financial Instruments : Disclosures Operating Segments Applying the Restatement Approach under FRS 29. including specified minimum disclosures about credit risk. The Group will apply FRS 107 and the amendment to FRS 1 from annual periods beginning 1 January 2007. 2005 and 2006 3. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. A-13 .

000 (2005: S$326. The carrying amount of the Group’s property. including expectations of future events that are believed to be reasonable under the circumstances. They are assessed on an on-going basis and are based on experience and relevant factors. plant and equipment The cost of property. Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date. liabilities. A-14 . such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.740. 2005 and 2006 3. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business.881. assumptions concerning the future and judgements are made in the preparation of the financial statements. Where the final tax outcome of these matters is different from the amounts that were initially recognised. income and expenses.000). reported amounts of assets. and disclosures made. Summary of significant accounting policies (cont’d) 3. Management estimates the useful lives of these property.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.000) and S$576. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. (a) Depreciation of property.000 (2005: S$942.000 and 2004: S$3. plant and equipment to be within 5 to 50 years.000 (2005: S$5.000) respectively. They affect the application of the Group’s accounting policies. 2005 AND 2006 Old Chang Kee Ltd. therefore future depreciation charges could be revised. plant and equipment is depreciated on a straight-line basis over the plant and equipments’ useful lives. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.4 Significant accounting estimates and judgements Estimates. plant and equipment at 31 December 2006 was approximately S$5. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. 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. (b) Income taxes Significant judgement is involved in determining the Group-wide provision for income taxes.000 and 2004: S$136. The carrying amount of the Group’s tax payables and deferred tax liabilities at 31 December 2006 was approximately S$900.000 and 2004: S$804.679. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets.

(c) Foreign currency translations The results and financial position of foreign operations are translated into SGD using the following procedures: Assets and liabilities for each balance sheet presented are translated at the closing exchange rate ruling at that balance sheet date. functional currency. Sales prices and major costs of providing goods and services including major operating expenses are primarily influenced by fluctuations in SGD. 2005 AND 2006 Old Chang Kee Ltd. 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.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.5 Functional and foreign currency (a) Functional currency The management has determined the currency of the primary economic environment in which the Company operates i. to be SGD. and Income and expenses for each profit and loss account are translated at average exchange rates for the year. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. A-15 . and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. (b) Foreign currency transactions Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiary companies and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. which approximates the exchange rates at the dates of the transactions. On disposal of a foreign operation.e. 2005 and 2006 3. 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 balance sheet date are recognised in the profit and loss account. the cumulative amount of exchange differences deferred in equity relating to that foreign operation is recognised in the profit and loss account as a component of the gain or loss on disposal. Summary of significant accounting policies (cont’d) 3. All resulting exchange differences are recognised in a separate component of equity as foreign currency translation reserve. Monetary assets and liabilities denominated in foreign currencies are translated at the closing rate of exchange ruling at the balance sheet date.

000 ordinary shares. Under this method of accounting. equity instruments issued and liabilities incurred or assumed at the date of exchange. are eliminated in full. The cost of an acquisition is measured as the fair value of the assets given. being the date on which the Group obtains control. 2005 AND 2006 Old Chang Kee Ltd. As this arrangement constitutes a reorganisation of companies under common control. Acquisition of subsidiary company is accounted for using the purchase method. Consistent accounting policies are applied for like transactions and events in similar circumstances. holds more than 50% of the issued share capital. the Company acquired the entire issued and paid-up capital of Ten & Han at par comprising 5. and continue to be consolidated until the date that such control ceases. Summary of significant accounting policies (cont’d) 3. All intra-group balances. investment in subsidiary company is accounted for at cost less any impairment losses. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. the pooling of interest method of accounting was adopted in the preparation of the combined financial statements of the Group. Pursuant to an agreement dated 9 November 2007. In the Company’s separate financial statements. transactions.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. or controls more than half of the voting power. The financial statements of the subsidiary companies are prepared for the same reporting date as the parent company. The Group generally has such power when it directly or indirectly. irrespective of the extent of any minority interest. Subsidiary companies are fully consolidated from the date of acquisition. or controls the composition of the board of directors. 2005 and 2006 3.6 Subsidiary company and principles of consolidation (a) Subsidiary company A subsidiary company 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.600. the results and cash flows of the Company and Ten & Han are combined from the beginning of the financial period in which the reorganisation occurred and their assets and liabilities combined at the amounts at which they were previously recorded as if they had been part of the Group for the whole of the current and preceding periods. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. A-16 . plus costs directly attributable to the acquisition. income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets. (b) Principles of consolidation The combined financial statements comprise the financial statements of the Company and its subsidiary companies as at the balance sheet date.

The Group’s share of the profit or loss of the associated companies is recognised in the consolidated profit and loss account. the Group recognises its share of such changes. Summary of significant accounting policies (cont’d) 3. The Group’s investment in associated companies is accounted for using the equity method. the Group does not recognise further losses. Subsequent to recognition. the increase is recognised in the profit and loss account to the extent that it reverses a revaluation decrease of the same asset previously recognised in the profit and loss account. the investment in associated companies is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associated companies.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. any increase in the carrying amount is credited directly to the asset revaluation reserve. When an asset’s carrying amount is decreased as a result of a revaluation. Fair value is determined from market-based evidence by appraisal that is undertaken by professionally qualified valuers. investment in associated companies is accounted for at cost less impairment losses. plant and equipment All items of property. The most recent available audited financial statements of the associated companies are used by the Group in applying the equity method.7 Associated company An associated company is an entity. A-17 . 2005 and 2006 3. This generally coincides with the Group having 20% or more of the voting power. After application of the equity method. not being a subsidiary or a joint venture. When the Group’s share of losses in an associated companies equals or exceeds its interest in the associated companies. property. Leasehold buildings are subsequently revalued on an asset-by-asset basis. the decrease is debited directly to the asset revaluation reserve to the extent of any credit balance existing in the reserve in respect of that asset. to their fair values. Under the equity method. 2005 AND 2006 Old Chang Kee Ltd. The associated companies are equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. in which the Group has significant influence. In the Company’s separate financial statements. unless it has incurred obligations or made payments on behalf of the associated companies. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. However. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. 3.8 Property. the decrease is recognised in the profit and loss account. When an asset is revalued. or has representation on the board of directors. including any other unsecured receivables. plant and equipment are stated at cost or valuation less accumulated depreciation and any accumulated impairment losses. However. the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in the associated companies. plant and equipment are initially recorded at cost. Where there has been a change recognised directly in the equity of the associated companies. Revaluations are made annually to ensure that their carrying amount does not differ materially from their fair value at the balance sheet date.

plant and equipment. intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Following initial recognition. The amortisation expense on intangible assets with finite lives is recognised in the profit and loss account through the ‘other operating expenses’ line item. A-18 .8 Property. The revaluation surplus included in the asset revaluation reserve in respect of an asset. plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. 2005 AND 2006 Old Chang Kee Ltd. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. An item of property. method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property. The useful lives of intangible assets are assessed to be either finite or indefinite. useful life and depreciation method are reviewed at each financial year-end to ensure that the amount. Any gain or loss arising on derecognition of the asset is included in the profit and loss account in the year the asset is derecognised. is transferred directly to accumulated profits on retirement or disposal of the asset. The residual values. Depreciation of an asset begins when it is available for use and is computed on a straight-line basis over the estimated useful life of the asset as follows: Leasehold building Machinery and equipment Motor vehicles Renovation Electrical fittings Furniture Computers – – – – – – – 50 years 5 years 5 years 5 years 5 years 5 years 5 years The carrying values of property. plant and equipment (cont’d) Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. 3.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. 2005 and 2006 3. Summary of significant accounting policies (cont’d) 3. Intangible assets with finite lives are amortised on a straight-line basis over the estimated economic useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired.9 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.

AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. the recoverable amount is estimated. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. After such a reversal. If such indication exists.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. 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. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses recognised for an asset other than goodwill may no longer exist or may have decreased. the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. the asset is considered impaired and is written down to its recoverable amount.e. an intangible asset with an indefinite useful life. They are amortised on a straight-line basis over the following estimated useful lives: Computer software licences Club membership Franchise rights 3. the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount. net of depreciation. the Group makes an estimate of the asset’s recoverable amount. In assessing value in use.9 Intangible assets (cont’d) Computer software licences. Where the carrying amount of an asset exceeds its recoverable amount. If any such indication exists. club membership and franchise rights Computer software licences. 2005 and 2006 3. That increased amount cannot exceed the carrying amount that would have been determined. had no impairment loss been recognised for the asset in prior years. Summary of significant accounting policies (cont’d) 3. 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. an intangible asset not yet available for use. or when annual impairment testing for an asset (i. less any residual value. on a systematic basis over its remaining useful life. – – – 5 years 20 years 5 years A-19 . club membership and franchise rights are stated at cost less accumulated amortisation and any impairment in value.10 Impairment of non-financial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If that is the case the carrying amount of the asset is increased to its recoverable amount. in which case the reversal in excess of impairment loss previously recognised through the profit and loss account is treated as a revaluation increase. 2005 AND 2006 Old Chang Kee Ltd. Impairment losses of continuing operations are recognised in the profit and loss account as ‘impairment losses’ or treated as a revaluation decrease for assets carried at revalued amount to the extent that the impairment loss does not exceed the amount held in the asset revaluation reserve for that same asset. or goodwill acquired in a business combination) is required. Reversal of an impairment loss is recognised in the profit and loss account unless the asset is carried at revalued amount. unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

The accounting policy for the aforementioned category of financial assets is stated in Note 3. they are measured at fair value. in the case of financial assets not at fair value through profit or loss. as well as through the amortisation process. Summary of significant accounting policies (cont’d) 3. (a) Financial assets at fair value through profit or loss Financial assets classified as held for trading are included in the category ‘financial assets at fair value through profit or loss’. When financial assets are recognised initially. 2005 and 2006 3. where allowed and appropriate. directly attributable transaction costs. A-20 . Gains and losses are recognised in the profit and loss account when the loans and receivables are derecognised or impaired. (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. or available-for-sale financial assets. as appropriate. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.11 Financial assets Financial assets within the scope of FRS 39 are classified as either financial assets at fair value through profit or loss.12 Quoted investment Quoted investment is classified as financial assets at fair value through profit or loss. 3. plus. Financial assets are recognised on the balance sheet when. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. 2005 AND 2006 Old Chang Kee Ltd. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Gains or losses on investments held for trading are recognised in the profit and loss account. The Group determines the classification of its financial assets after initial recognition and. Such assets are carried at amortised cost using the effective interest method. and only when.11. the Group becomes a party to the contractual provisions of the financial instrument. held-to-maturity investments. loans and receivables. The Group does not designate any financial assets not held for trading as financial assets at fair value through profit and loss. re-evaluates this designation at each financial year-end.

The amount of the loss is recognised in the profit and loss account. highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. the previously recognised impairment loss is reversed. Further details on the accounting policy for impairment of financial assets are stated in Note 3. including amounts due from associated companies are classified and accounted for as loans and receivables under FRS 39. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. 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. Summary of significant accounting policies (cont’d) 3. 2005 AND 2006 Old Chang Kee Ltd. Cash and short term deposits carried in the balance sheets are classified and accounted for as loans and receivables under FRS 39. the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised. The carrying amount of the asset is reduced through the use of an allowance account. 3. Any subsequent reversal of an impairment loss is recognised in the profit and loss account. and short-term. Assets carried at amortised cost If there is objective evidence that an impairment loss on loans and receivables or heldto-maturity investments carried at amortised cost has been incurred. A-21 .11. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004.11. Bad debts are written off when identified. An allowance is made for uncollectible amounts when there is objective evidence that the Group will not be able to collect the debt. The accounting policy for this category of financial assets is stated in Note 3. cash and cash equivalents are shown net of outstanding bank overdrafts which are repayable on demand and which form an integral part of the Group’s cash management. If.15 below.15 Impairment of financial assets The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset or group of financial assets is impaired. to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.14 Trade and other receivables Trade and other receivables.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. 2005 and 2006 3. The accounting policy for this category of financial assets is stated in Note 3. 3. For the purposes of the cash flow statement. demand deposits.13 Cash and cash equivalents Cash and cash equivalents comprise cash on hand and at bank. in a subsequent period.

Financial liabilities are recognised on the balance sheet when. Gains and losses are recognised in the profit and loss account when the liabilities are derecognised as well as through the amortisation process. the Group becomes a party to the contractual provisions of the financial instrument. Financial liabilities are initially recognised at fair value of the consideration received less directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method. 2005 AND 2006 Old Chang Kee Ltd. 2005 and 2006 3. cost of raw materials and sundry consumables is determined on a first-in. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. first-out basis and includes all costs in bringing the inventories to their present location and condition. which are normally settled on 30 – 90 day terms. A-22 . 3.18 Derecognition of financial assets and liabilities (a) Financial assets A financial asset is derecognised where the contractual rights to receive cash flows from the asset have expired. In general. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. Summary of significant accounting policies (cont’d) 3. (b) Financial liabilities A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. and only when. 3. the difference between the carrying amount and the sum of (a) the consideration received and (b) any cumulative gain or loss that has been recognised directly in equity is recognised in the profit and loss account. it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. 3. other amounts payable and payables to related parties. less estimated costs of completion and the estimated costs necessary to make the sale.17 Financial liabilities Financial liabilities include trade payables. as a result of a past event. Net realisable value is the estimated selling price in the ordinary course of business. On derecognition of a financial asset in its entirety.19 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) where.16 Inventories Inventories are valued at the lower of cost and net realisable value.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.

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. Operating lease payments are recognised as an expense in the profit and loss account on a straight-line basis over the lease term. if any. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. Finance charges are charged to the profit and loss account. 3. at the present value of the minimum lease payments. if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term.21 Leases Finance leases. (b) Employee leave entitlement Employee entitlements to annual leave are recognised as a liability when they accrue to employees. which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item. a defined contribution pension scheme. 3. are capitalised at the inception of the lease at the fair value of the leased asset or. 2005 AND 2006 Old Chang Kee Ltd. The estimated liability for leave is recognised for services rendered by employees up to balance sheet date.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. A-23 . 2005 and 2006 3. the Singapore companies in the Group make contributions to the Central Provident Fund (CPF) scheme in Singapore. Summary of significant accounting policies (cont’d) 3. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term. 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. Contributions to national pension schemes are recognised as an expense in the period in which the related service is performed.22 Revenue 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. Contingent rents.20 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. The following specific recognition criteria must also be met before revenue is recognised: (a) Outlet sales Revenue from the sale of goods is recognised net of goods and services tax and discounts upon the passing of title to the customer which generally coincides with delivery and acceptance of the goods sold. In particular. Any initial direct costs are also added to the amount capitalised. if lower. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. are charged as expenses in the periods in which they are incurred.

2005 AND 2006 Old Chang Kee Ltd.22 Revenue (cont’d) (b) Franchise income Initial franchise income is recognised upon the grant of rights.24 Income taxes (a) Current tax Current 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. affects neither accounting profit nor taxable profit or loss. (b) Deferred tax 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. Recurring franchise income is recognised on a periodic basis as a percentage of the franchisees’ turnover in accordance with terms as stated in the franchise agreement. Deferred tax liabilities are recognised for all taxable temporary differences. at the time of the transaction. Where the grant relates to an asset. and A-24 . 2005 and 2006 3. When the grant relates to an expense item. it is recognised in profit and loss account over the period necessary to match them on a systematic basis to the costs that it is intended to compensate. 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. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Summary of significant accounting policies (cont’d) 3.23 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. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. completion of the designated phases of the franchise set-up and transfer of know-how to the franchisee in accordance with the terms stated in the franchise agreement. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. the fair value is recognised as deferred capital grant on the balance sheet and is amortised to the profit and loss account over the expected useful life of the relevant asset by equal annual instalments. 3. (c) Interest income Interest income is recognised as interest accrues (using the effective interest method) unless collectibility is in doubt. 3.

or payable to. (c) Sales tax Revenues. The carrying amount of deferred income tax assets 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 income tax asset to be utilised. 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. if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. and the carry-forward of unused tax credits and unused tax losses can be utilised. Deferred income tax assets are recognised for all deductible temporary differences.24 Income taxes (cont’d) (b) Deferred tax (cont’d) In respect of taxable temporary differences associated with investments in subsidiary companies and associated companies.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. and Receivables and payables that are stated with the amount of sales tax included. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. 2005 AND 2006 Old Chang Kee Ltd. A-25 . Summary of significant accounting policies (cont’d) 3. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. 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. The net amount of sales tax recoverable from. carry-forward of unused tax credits and unused tax losses. the taxation authority is included as part of receivables or payables in the balance sheet. 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. to the extent that it is probable that taxable profit will be available against which the deductible temporary differences. Income tax relating to items recognised directly in equity is recognised in equity. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled. 2005 and 2006 3.

893 – 20. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. plant and equipment Gain on disposal of quoted investment Government grants Insurance compensation Short-term deposit interest income 9 – – – 4 – 13 2005 S$’000 23 – – – – 16 39 2006 S$’000 – 9 7 135 9 139 299 6. 2005 AND 2006 Old Chang Kee Ltd. Finance costs 2004 S$’000 Interest expense: – Finance lease – Bank overdrafts 2005 S$’000 2006 S$’000 13 – 13 27 – 27 35 7 42 A-26 .625 159 33.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.893 2005 S$’000 29. Other operating income 2004 S$’000 Gain on fair value adjustment of quoted investment Gain on disposal of property.045 – 29. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004.045 2006 S$’000 33.784 5. 2005 and 2006 4. Revenue 2004 S$’000 Outlet sales Export sales 20.

122 608 1 3.165 5. Profit before taxation Profit before taxation is arrived at after charging/(crediting) the following: 2004 S$’000 Amortisation of intangible assets Bad debts written off – loan to a Director-related company – loan to a related party Depreciation of property.382 8 – 195 2006 S$’000 73 – 77 1.883 430 – 2.028 1.273 200 1. 2005 and 2006 7. Taxation (a) Major components of income tax expense The major components of income tax expense for the years ended 31 December are: 2004 S$’000 Current income tax: Current income taxation Under provision in respect of prior years Deferred income tax: Movement in temporary differences Income tax expense recognised in the profit and loss account 2005 S$’000 2006 S$’000 590 10 (85) 830 8 190 859 3 249 515 1.025 6. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. plant and equipment Operating lease expenses Property.408 621 (9) 4. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. plant and equipment Directors’ fee Directors’ remuneration Employee benefits expense (excluding Directors) – salaries & bonuses – central Provident Fund Loss/(gain) on disposal of property.059 – 76 238 8.111 A-27 . 2005 AND 2006 Old Chang Kee Ltd.755 – – 240 2005 S$’000 40 61 – 899 500 1. plant and equipment written off Provision for reimbursement of start-up costs for an associated company in Chengdu Staff training and benefits – – – 841 400 450 3.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.

400 3. 2004: 20%) Adjustments: Tax effect of (income)/expense not (chargeable)/ deductible for tax Deferred tax assets not recognised Share of tax of associates Effect of recognised partial tax exemption Under provision in respect of prior years Others Income tax expense recognised in the profit and loss account 2.597 2005 S$’000 4. 2005 AND 2006 Old Chang Kee Ltd.039 ’000 68.400 (1) For comparative purposes.028 1.000 shares. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. The following tables reflect the profit and loss account and share data used in the computation of basic earnings per share for the years ended 31 December: 2004 S$’000 Profit for the year attributable to ordinary equity holders of the Company 2005 S$’000 2006 S$’000 2. earnings per share for the periods reported on have been computed based on the profit after tax attributable to equity holders of the Proforma Group divided by the pre-invitation share capital of 68.150 519 847 830 (4) – – (10) 10 – 159 14 – (10) 8 10 283 – 5 (10) 3 – 515 1. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.207 ’000 68.111 9.400. 2005 and 2006 8. A-28 .235 2006 S$’000 4.082 ’000 3. Earnings per share Basic earnings per share is calculated by dividing profit for the year that is attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. Taxation (cont’d) (b) Relationship between tax expense and accounting profit A reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporate tax rate for the years ended 31 December as follows: 2004 S$’000 Profit before taxation Tax expense at 20% (2005: 20%.400 Weighted average number of ordinary shares (1) 68.

486 228 (223) 1.658 841 1.128 1.881 64 32 1.600 739 – 2.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004.228 96 33 – 2.679 5.148 142 – 1.476 419 990 496 926 200 495 146 412 18 – – 6.895 501 – 1.396 498 (4) 3. 2005 AND 2006 Old Chang Kee Ltd.868 1.178 3.154 287 – 673 267 (170) 809 100 (58) 398 99 (41) 369 26 (1) – 87 – 4.801 770 273 (51) 992 851 123 – 974 456 198 – 654 394 47 – 441 87 222 – 309 5.441 363 (3) 2.089 813 721 529 317 224 348 243 692 636 61 78 211 – 860 905 3.075 247 – 1.836 318 417 256 704 105 304 94 333 36 – – 3.290 472 180 – 652 947 269 (2) 1.504 2. Property.899 1.521 1. plant and equipment Machinery Leasehold and Motor Electrical building equipment vehicles Renovation fittings Furniture Computers Total S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 At Valuation At Cost At Cost At Cost At Cost At Cost At Cost Cost or valuation At 1 January 2004 Additions At 31 December 2004 and 1 January 2005 Additions Disposals At 31 December 2005 and 1 January 2006 Additions Disposals At 31 December 2006 Accumulated depreciation At 1 January 2004 Charge for the year At 31 December 2004 and 1 January 2005 Charge for the year Disposals At 31 December 2005 and 1 January 2006 Charge for the year Disposals At 31 December 2006 Net carrying amount At 31 December 2004 At 31 December 2005 At 31 December 2006 1.890 1.214 10.499 899 (270) 129 47 – 176 2.279 1. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.163 741 955 1.020 (330) 2.126 11 (62) 641 550 (43) 430 44 (2) – 947 – 8.273 (54) 6.600 – 2. 2005 and 2006 10.322 1.210 2.417 (57) 12.339 – – 2.491 81 (51) 1.347 A-29 .740 5.339 3.

Revaluation of leasehold building The valuation of the leasehold building was performed by Messrs Asian Appraisal Company Pte Ltd.348. The leasehold building is mortgaged to a bank for banking facilities granted to the Company. independent valuers on 7 January 2003 on the basis of open market valuation.000 and 2004: S$1.000 and 2004: S$665.020.018. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004.000).APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. 31 December 2004 and 1 January 2005 Additions At 31 December 2005 and 1 January 2006 Additions At 31 December 2006 Accumulated amortisation Charge for the year At 31 December 2004 and 1 January 2005 Charge for the year At 31 December 2005 and 1 January 2006 Charge for the year At 31 December 2006 Franchise Rights (iii) S$’000 Total S$’000 – 290 290 16 306 105 – 105 – 105 – – – 41 41 105 290 395 57 452 – – 29 29 60 89 – – 11 11 6 17 – – – – 7 7 – – 40 40 73 113 A-30 .000 and 2004: S$1.000 (2005: S$2.963.000). of which S$69.417. 11. its carrying amount as at 31 December 2006 would have been S$1. plant and equipment (cont’d) Assets held under finance leases During the year.241.307. Property.011.000 (2005: S$3. 2005 AND 2006 Old Chang Kee Ltd.154. Had the leasehold building been measured using the cost model.000). Net book value of motor vehicles and computers for the Group under finance leases as at 31 December 2006 amounted to S$860.279. 2005 and 2006 10.000 and 2004: S$1.000 (2005: S$2.000 (2005: S$1.000) was made in cash.000 (2005: S$779.000 and 2004: S$261. Intangible assets Computer software Club licences membership (i) (ii) S$’000 S$’000 Cost At 1 January 2004. the Group acquired fixed assets with an aggregate cost of S$1.000) was acquired by means of hire purchase and the balance of S$1. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.

Amortisation period and method will be reviewed annually. 2005 AND 2006 Old Chang Kee Ltd. (iii) Franchise rights Franchise rights are stated at cost less accumulated amortisation and any impairment in value. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. Impairment testing will be performed annually and more frequently when an indication of impairment exists.000 (2005: S$115.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Impairment testing will be performed annually and more frequently when an indication of impairment exists.000 and 2004: S$115. (ii) Club membership This relates to transferable membership in a golf club in Singapore which is stated at cost less accumulated amortisation and any impairment in value. 2005 and 2006 11. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004.2005 .000). Intangible assets (cont’d) Computer software Club licences membership (i) (ii) S$’000 S$’000 Net carrying amount At 31 December 2004 At 31 December 2005 At 31 December 2006 Average remaining amortisation years .2006 Franchise Rights (iii) S$’000 Total S$’000 – 261 217 105 94 88 – – 34 105 355 339 4 4 4 18 17 16 – – 4 (i) Computer software licences Computer software licences are stated at cost less accumulated amortisation and any impairment in value. Amortisation period and method will be reviewed annually. Amortisation is calculated on a straight-line basis to write off the cost of franchise rights over a period of 5 years. Market value of the transferable membership as at 31 December 2006 is S$180. A-31 . Amortisation is calculated on a straight-line basis to write off the cost of software licences over a period of 5 years.2004 .

2005 AND 2006 Old Chang Kee Ltd. Audited by S. The summarised financial information of the associated companies are as follows: 2006 S$’000 Assets and liabilities: Current assets Non-current assets Other assets Total assets Current liabilities Long-term liabilities Total liabilities Results: Revenue Loss for the period 87 54 9 150 40 122 162 271 (73) A-32 . at cost Impairment losses Share of post-acquisition reserves Exchange differences Carrying amount of investment 110 (66) (27) (1) 16 Details of the associated companies are as follows: Name of associated companies Country of incorporation Principal activities Proportion (%) of ownership interest 2006 40 Old Chang Kee (Thailand) Co Ltd Old Chang Kee (M) Sdn Bhd (2) Thailand (1) Dormant Malaysia Operating retail food outlets and general trading Dormant Operating retail food outlets and general trading 40 Pure Options Pte Ltd Old Chang Kee (Chengdu) Co.L. Chua & Co. Lee & Co. Investment in associated companies 2006 S$’000 Unquoted equity shares.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. B. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. Ltd. Audit Office Audited by Poo.. Not audited as the Company is in the process of being liquidated. 2005 and 2006 12. (4) (1) (2) (3) (4) (3) Singapore People’s Republic of China 33 35 Audited by U.

354 17. Inventories 2004 S$’000 Raw materials Sundry consumables Total inventories at lower of cost and net realisable value 239 5 244 2005 S$’000 341 9 350 2006 S$’000 346 100 446 16. Amounts due from associated companies Amounts due from associated companies are non-trade in nature. 18.Shares (quoted) 77 100 – 15. 14.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. 2005 AND 2006 Old Chang Kee Ltd.700 4.004 4.654 287 1. Cash and cash equivalents 2004 S$’000 2005 S$’000 2006 S$’000 Cash in hand Cash at bank Short term deposits 298 2. unsecured.531 3.578 6.271 1. interest-free and not expected to be repaid within 12 months from the balance sheet date. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. Quoted investment 2004 S$’000 2005 S$’000 2006 S$’000 Held for trading investment . AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. interest-free and repayable on demand. Amounts due from associated companies These amounts are non-trade in nature. 2005 and 2006 13. unsecured.068 119 1. Trade and other receivables 2004 S$’000 Trade receivables Other receivables Advances for purchase of fixed assets 1 – – 1 2005 S$’000 140 2 – 142 2006 S$’000 80 3 1.770 – 3.565 A-33 .

565 (173) 6.21% to 0. Trade and other payables 2004 S$’000 Trade payables Accruals Amount due to Directors Provision for reimbursement of start-up costs for an associated company in Chengdu Sundry creditors 1. Bank overdrafts utilised by the subsidiary company are secured by a guarantee from another subsidiary company. A-34 .9% and 2004: Nil) per annum. A short-term deposit of S$1 million (2005: S$1 million and 2004: Nil) of the Group has been pledged as security for bank facilities granted by a financial institution.881 Amount due to Directors is unsecured.068 2005 S$’000 4.241 1.766 1. Cash and cash equivalents (cont’d) Cash at banks earns interest at floating rates based on daily bank deposit rates ranging from 0.31% and 2004: 0. Short-term deposits are made for varying periods of between one day and three months depending on the immediate cash requirements of the Group.1% (2005: 2.498 76 3 5. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004.848 2006 S$’000 2.600 2006 S$’000 6.141 376 – – – 1. and earn interest at the respective short-term deposit rates. 2005 and 2006 18.068 – 3. cash and cash equivalents comprise the following at 31 December: 2004 S$’000 Cash and short-term deposit Bank overdrafts 3. They are repayable on demand and have a weighted average effective interest rate of 6.25% to 0. For the purpose of the combined cash flow statements.392 Bank overdrafts are included in the determination of cash and cash equivalents because they form an integral part of the Group’s cash management. 19.063 2.0% and 2004: Nil) per annum.062 4 – 16 2.517 2005 S$’000 1. interest-free and repayable on demand.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. The weighted average effective interest rate of short term deposits is 3.22%) per annum. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.654 (54) 4. 2005 AND 2006 Old Chang Kee Ltd. Interest rates of bank overdrafts are repriced at an interval of 1 month.18% to 0.2% (2005: 6.475% (2005: 0.

73% and 2004: 4. additional debt or further leasing. The lease terms range from 3 to 7 years with options to purchase at the end of the lease term.15% to 8.141 2005 S$’000 1.241 20. 22. The average discount rate implicit in the leases range from 4. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004.15% to 8. interest-free and repayable on demand. Amount due to a related party This amount is non-trade in nature.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.766 2006 S$’000 1.276 464 26 1. A-35 . 2005 AND 2006 Old Chang Kee Ltd. Finance lease liabilities The Group has finance leases for certain motor vehicles and computers.73% (2005: 4. 2005 and 2006 19.595 639 7 2.13%) per annum. unsecured. Trade and other payables (cont’d) Trade payables are denominated in the following currencies: 2004 S$’000 Singapore Dollars (SGD) Thai Baht (THB) Malaysia Ringgit (RM) 849 292 – 1. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.15% to 8. Other liabilities 2004 S$’000 Foreign staff deposits Provision for unconsumed leave 6 50 56 2005 S$’000 22 66 88 2006 S$’000 34 146 180 21. The lease terms do not contain restrictions concerning dividends.

098 – 933 (104) 829 – 567 567 1. 2005 AND 2006 Old Chang Kee Ltd.098 1. 2005 and 2006 22.229 (131) 1. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. Finance lease liabilities (cont’d) Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows: 2004 Minimum payments S$’000 Within one year After one year but not more than five years After five years Total minimum lease payments Less : Amounts representing finance charges Present value of minimum lease payments 125 477 54 Present value of payments S$’000 108 385 74 2005 Minimum payments S$’000 356 811 62 Present value of payments S$’000 323 722 53 2006 Present Minimum value of payments payments S$’000 S$’000 380 540 13 344 474 11 656 (89) 567 – 1.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Deferred tax liabilities 2004 S$’000 Balance at beginning of year Movements in temporary difference Balance at end of year 221 (85) 136 2005 S$’000 136 190 326 2006 S$’000 326 250 576 Deferred taxation comprises: Differences in depreciation Asset revaluation reserve 69 67 136 259 67 326 509 67 576 A-36 .098 829 829 23. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.

of shares ‘000 Ordinary shares issued and fully paid At 1 January and 31 December 700 700 700 700 700 700 No. new shares have not been allotted to the shareholders. 2005 AND 2006 Old Chang Kee Ltd. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. Share application money The share application money relates to funds received from the shareholders as additional capital injection to the Group. A-37 . All ordinary shares carry one vote per share without restriction.096 6.295 6. As at 31 December 2006. 25. the shares of the Group ceased to have a par value.032 263 6.576 263 6. 2005 and 2006 24. on 30 January 2006. 26. of shares ‘000 2006 S$’000 S$’000 S$’000 The holders of ordinary shares are entitled to receive dividends as and when declared by the Group.839 The asset revaluation reserve is used to record increases in the fair value of leasehold building and decreases to the extent that such decrease relates to the same asset previously recognised in equity. Reserves 2004 S$’000 2005 S$’000 2006 S$’000 Accumulated profits Asset revaluation reserve 3. of shares ‘000 2005 No.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Share capital 2004 No. In accordance with the Companies (Amendment) Act 2005.833 263 4. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.

035 10. production and storage premises and retail outlets. Commitments and contingencies (a) Capital commitments Capital expenditure contracted for as at the balance sheet date but not recognised in the financial statements is as follows: 2004 S$’000 Capital commitments in respect of property. 2005 AND 2006 Old Chang Kee Ltd. paid net of tax at 20% (2005: 20% and 2004: 20%) Interim dividend for 2006: $3.083 7. Dividends 2004 S$’000 Dividends on ordinary shares: Interim dividend for 2006: Nil (2005: $1.10 (2005: Nil and 2004: Nil) per share 2005 S$’000 2006 S$’000 560 1.257 2006 S$’000 3.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.00) per share.331 1.80 and 2004: $1.08 (2005: Nil and 2004: Nil) per share. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. paid net of tax at 20% (2005: 20% and 2004: 20%) Interim exempt (one-tier) dividend for 2006: $1.132 6. Future minimum rental under non-cancellable leases as at the end of the financial years are as follows: 2004 S$’000 Not later than one year Later than one year but not later than five years Later than five years 2.008 770 2.624 2.725 – 560 – 1.495 28.530 A-38 .827 4. These non-cancellable leases have remaining non-cancellable terms of between 2 to 60 years.008 – – – 1.087 2005 S$’000 2. Some of the leases include a clause to enable upward revision of the rental charges on an annual basis based on prevailing conditions.306 (b) Operating lease commitments The Group has non-cancellable operating lease agreements in respect of office. Some of the rental outlets include clauses whereby rental is charged using a base rental plus a percentage of the outlet’s sales turnover.668 2. plant and equipment 2005 S$’000 2006 S$’000 – – 2. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.899 2. 2005 and 2006 27.275 2.

710 1. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. a subsidiary of the Group. (d) Letters of guarantees. 29..254 15 894 1. 1901 Singapore Pte. secured As at 31 December 2006. These letters of guarantees are secured by fixed deposits.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. unsecured As at 31 December 2006.710 1. Commitments and contingencies (cont’d) (c) Financial guarantees. the following significant transactions between the Group and its related parties took place during the year on terms agreed between the parties: 2004 S$’000 Purchase of fixed assets from a Director-related company Sales of goods to an associated company 2005 S$’000 2006 S$’000 (67) – – – – 13 (b) Compensation of key management personnel 2004 S$’000 Short-term employee benefits Central Provident Fund contributions Total compensation paid to key management personnel Comprise amounts paid to: Directors of the Company 856 38 2005 S$’000 1. has given financial guarantees of S$970. 2005 and 2006 28. Related parties disclosures (a) Sale and purchase of goods and services In addition to those related party information disclosed elsewhere in the financial statements. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. 2005 AND 2006 Old Chang Kee Ltd. the bank issued letters of guarantees on behalf of its wholly owned subsidiary.000 and 2004: Nil) to banks for facilities granted to another subsidiary of the Group.000 and 2004: S$63.269 894 1. Ten & Han Trading Pte Ltd to lessors of premises amounting to approximately S$110. Ten & Han Trading Pte Ltd.000 (2005: S$420.000).269 A-39 .000 (2005: S$109.689 21 2006 S$’000 1. Ltd.

credit risk and liquidity risk.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Financial instruments (a) Fair values The fair value of a financial instrument is the amount at which the instrument could be exchanged or settled between knowledgeable and willing parties in an arm’s length transaction. current trade and other receivables. reasonably approximate their fair values because these are mostly short term in nature or are repriced frequently. The main purpose of these financial instruments is to raise finance for the Group’s operations. other than in a forced or liquidation sale. Receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. based on their notional amounts. the Group’s exposure to credit risk arises from default of the counterparty. The Group has various other financial assets and liabilities such as trade receivables and trade payables. Financial risk management objectives and policies The Group’s principal financial instruments. (a) Interest rate risk The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s bank overdraft and finance lease liabilities. The main risks arising from the Group’s financial instruments are interest rate risk. There are no significant concentrations of credit risk within the Group. which comprise cash and cash equivalents and other receivables. 2005 AND 2006 Old Chang Kee Ltd. With respect to credit risk arising from other financial assets of the Group. The Board reviews and agrees policies for managing these risks and they are summarised below. current trade and other payables and current finance lease liabilities. Financial instruments whose carrying amount approximate fair value Management has determined that the carrying amounts of cash and cash equivalents. A-40 . (c) Liquidity risk The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts and finance leases. with a maximum exposure equal to the carrying amount of these instruments. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. 2005 and 2006 30. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. which arise directly from its operations. comprise overdraft. (b) Credit risk The Group trades mainly in cash. 31. finance leases and cash and short term deposits.

Accordingly.038 829 790 67 64 51 50 35 35 Amount due from associated companies has no repayment terms and is repayable only when the cash flows of the borrower’s permits. Financial instruments (cont’d) (a) Fair values (cont’d) Financial instruments carried at other than fair value Set out below is a comparison by category of carrying amounts and fair values of all of the Group’s financial instruments that are carried in the financial statements at other than fair values as at the end of the financial years.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. borrowing and leasing arrangements. 2005 and 2004. 2005 and 2006 31. The discount rates used are the current market incremental lending rates for similar types of lending. the fair value of the amount due from associated companies is not determinable as the timing of the future cash flows cannot be estimated reliably. Where repayment terms are not fixed. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.098 1. A-41 . No amount has been recognised in the profit and loss account in relation to the change in fair value of financial assets or financial liabilities estimated using a valuation technique for the financial years ended 31 December 2006. Methods and assumptions used to determine fair values Fair value of financial liabilities and club membership payable has been determined using discounted estimated cash flows. 2005 AND 2006 Old Chang Kee Ltd. 2004 The Group Carrying amount S$’000 Fair value S$’000 2005 Carrying amount S$’000 Fair value S$’000 2006 Carrying amount S$’000 Fair value S$’000 Financial liabilities: Finance lease liabilities Club membership payable 567 520 1. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. future cash flows are projected based on management’s best estimates.

A-42 .770 Interest on financial instruments subject to floating interest rates is contractually repriced at intervals of less than 6 months. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004.578 (344) – (230) – (117) – (85) – (42) – (11) 4.531 (54) – – – – – – – – – – 1. of the Group’s financial instruments that are exposed to interest rate risk: Within 1 year S$’000 1-2 years S$’000 2-3 years S$’000 3-4 years S$’000 4-5 More than years 5 years Total S$’000 S$’000 S$’000 Note 2006 Fixed rate Short-term deposits Obligations under finance leases Floating rate Cash at bank Bank overdrafts 2005 Fixed rate Short-term deposits Obligations under finance leases Floating rate Cash at bank Bank overdrafts 2004 Fixed rate Obligations under finance leases Floating rate Cash at bank 18 22 4.700 (173) 18 22 3.004 (1. Interest on financial instruments at fixed rates are fixed until the maturity of the instrument.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. 2005 and 2006 31.700 (173) – – – – – – – – – – 1.004 (323) – (321) – (207) – (109) – (85) – (53) 3. 2005 AND 2006 Old Chang Kee Ltd. by maturity.531 (54) 22 (108) (108) (106) (87) (84) (74) (567) 18 2. The other financial instruments of the Group that are not included in the above tables are not subject to interest rate risks.770 – – – – – 2. Financial instruments (cont’d) (b) Interest rate risk The following tables sets out the carrying amount.578 (829) 18 18 1. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004.098) 18 18 1.

Authorisation of combined financial statements for issue The combined financial statements for the financial years ended 31 December 2006. the Group has not presented a breakdown of segment information by business segments.00 per ordinary share).000 (the “Disposal”). 34. Ltd. 2005 and 2006 32. and its Subsidiary Companies Notes to the Combined Financial Statements – 31 December 2004. for a consideration of S$180. the Company declared and paid an interim exempt (one-tier) dividend on ordinary shares amounting to S$700. 2005 AND 2006 Old Chang Kee Ltd. On 15 November 2007. 33. The Group’s operations and customers are mainly located in Singapore. Bhd. A-43 . would be transferred to Nineteen O One Sdn. As such. Events occurring after the balance sheet date On 25 July 2007. Bhd. the Group has not presented a breakdown of segment information by geographical segments.000 (S$1.APPENDIX A – REPORT FROM THE AUDITORS AND THE AUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Completion of the Disposal took place on 15 November 2007. pursuant to which the entire issued and paid up share capital of 1901 Singapore Pte. the Company entered into a sale and purchase agreement with Nineteen O One Sdn. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004. 2005 and 2004 were authorised for issue in accordance with a resolution of the Directors on 4 January 2008. Segment information The Group is principally engaged in the manufacture and distribution of food products. As such.

AND ITS SUBSIDIARY COMPANIES For the financial period from 1 January 2007 to 30 June 2007 B-1 .APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Report on Unaudited Combined Financial Statements OLD CHANG KEE LTD.

changes in equity and cash flows of the Group for the financial period from 1 January 2007 to 30 June 2007. being the Directors of Old Chang Kee Ltd.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. (the “Company”). Han Keen Juan and Lim Tao-E William. and at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. (b) On behalf of the Board of Directors: Han Keen Juan Director Lim Tao-E William Director Singapore 4 January 2008 B-2 . do hereby state that. in the opinion of the Directors. (a) the accompanying combined financial statements together with notes thereto are drawn up so as to present fairly the state of affairs of the Group as at 30 June 2007 and of the results of the business. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. and its Subsidiary Companies Statement by Directors We.

Yours faithfully. changes in equity and cash flows for the six month period then ended in accordance with FRS 34. ERNST & YOUNG Certified Public Accountants Singapore Max Loh Khum Whai Partner-in-Charge B-3 .000. primarily of persons responsible for financial and accounting matters. Scope of Review We conducted our review in accordance with Singapore Standard on Review Engagements 2410. and a summary of significant accounting policies and other explanatory notes. Conclusion Based on our review. in all material respects. Our responsibility is to express a conclusion on these financial statements based on our review. Interim Financial Reporting (“FRS 34”). the financial position of the Group as at 30 June 2007 and of its results. (the Company) and its subsidiary companies (collectively. Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with Singapore Financial Reporting Standard 34.000 new ordinary shares in the share capital of the Company. A review is substantially less in scope than an audit conducted in accordance with Singapore Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. nothing has come to our attention that causes us to believe that the accompanying combined financial statements do not present fairly. Accordingly. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. “Review of Interim Financial Information Performed by the Independent Auditor of the Entity. and applying analytical and other review procedures. we do not express an audit opinion. and its Subsidiary Companies Report from the Auditors in relation to the Review of the Unaudited Combined Financial Statements of Old Chang Kee Ltd. the Group) set out on pages B-4 to B-39 which comprise the combined balance sheet of the Group as at 30 June 2007. the combined profit and loss account. This report has been prepared for inclusion in the Prospectus in connection with the Invitation by the Company in respect of the issue of 25.” A review of financial information consists of making inquiries. and its Subsidiary Companies for the financial period from 1 January 2007 to 30 June 2007 4 January 2008 The Board of Directors Old Chang Kee Ltd. combined statement of changes in equity and combined cash flow statement of the Group for the period from 1 January 2007 to 30 June 2007. 2 Woodlands Terrace Singapore 738427 Dear Sirs: We have reviewed the accompanying combined financial statements of Old Chang Kee Ltd.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.

37 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.106) (1. and its Subsidiary Companies Combined Profit and Loss Accounts for the financial period from 1 January 2007 to 30 June 2007 Note Unaudited 1 January 2007 to 30 June 2007 S$’000 19. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.731 2.074 (6.680) (454) (19) 2.581 82 (5.014 (394) 1.53 Revenue Cost of sales Gross profit Other operating income Selling and distribution expenses Administrative expenses Other operating expenses Finance costs Profit before taxation Taxation Profit for the period Basic and fully diluted earnings per share (cents) 4 5 285 (6.039 (7.404 (673) 1.918) 11.657) (2.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.201) (512) 6 7 8 (22) 2.620 9 2.493) 9. B-4 .121 Unaudited 1 January 2006 to 30 June 2006 S$’000 16.

881 180 173 2 344 15 900 7.029 446 1.427 Net Current Assets Non-Current Liabilities Finance lease liabilities Club membership payable – long term Deferred tax liabilities 363 21 22 401 13 657 1.354 1.092 7.071 485 20 576 1. B-5 . plant and equipment Intangible assets Investment in associated companies Amounts due from associated companies 10 11 12 13 9.081 7.922 Current Liabilities Trade and other payables Other liabilities Bank overdrafts Amount due to a related party Finance lease liabilities Club membership payable – current Provision for taxation 18 19 17 20 21 5.495 2.565 9.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.881 339 16 57 6. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.839 7.553 665 22 4.393 149 15 6.167 203 140 – 323 15 818 6.441 304 17 86 9.639 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.293 Current Assets Inventories Trade and other receivables Deposits Prepayments Amounts due from associated companies Cash and cash equivalents 14 15 16 17 526 171 1. and its Subsidiary Companies Combined Balance Sheet as at 30 June 2007 Note Unaudited 30 June 2007 S$’000 Audited 31 December 2006 S$’000 Non-Current Assets Property.340 9.639 Net Assets 9.140 700 100 6.140 Equity attributable to equity holders of the Company Share capital Share application money Reserves Total Equity 23 24 25 800 – 8.666 5.848 5.

726 Unaudited period ended 30 June 2007 1 January 2007 Issue of ordinary shares for cash Revaluation difference Profit for the period.731 8.576 – – 6. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. representing total recognised income for the period At 30 June 2007 700 100 – 100 (100) – 263 – (119) 6.295 6.032 6. B-6 .731 7.620 9.995 – 700 – – – 263 1.620 8.196 1. and its Subsidiary Companies Combined Statements of Changes in Equity for the financial period from 1 January 2007 to 30 June 2007 Attributable to equity holders of the Company Share capital S$’000 Unaudited period ended 30 June 2006 At 1 January 2006 Profit for the period.639 – (119) – 800 – – – 144 1.620 8.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.340 1.026 1.140 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.839 – (119) 7. representing total recognised income for the period At 30 June 2006 700 Share application money (Note 24) S$’000 Asset revaluation reserve S$’000 Accumulated profits S$’000 Total reserves S$’000 Total equity S$’000 – 263 6.731 8.763 1.

374 (395) 1. plant and equipment Gain on disposal of quoted investment Interest expense Interest income Provision for reimbursement of start-up costs for an associated company in Chengdu 2.404 38 – (1) 758 (148) – 22 (35) – 36 79 – 596 (11) (7) 19 (62) 76 Operating profit before working capital changes Decrease/(increase) in trade and other receivables (Increase)/decrease in inventories (Decrease)/increase in trade and other payables (Increase)/decrease in amount due from associated companies Decrease in amount due to a related party 2. plant and equipment Gain on disposal of property.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. and its Subsidiary Companies Combined Cash Flow Statements for the financial period from 1 January 2007 to 30 June 2007 Unaudited 1 January 2007 to 30 June 2007 S$’000 Cash flows from operating activities: Profit before taxation Adjustments for: Amortisation of intangible assets Bad debt written off – loan to a related party Currency realignment Depreciation of property.444 (405) 2.979 2.130 (1.039 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.033) 39 320 1 (13) Cash generated from operations Tax paid Net cash generated from operating activities 2.648 506 (80) (691) (7) (2) 3. B-7 .014 Unaudited 1 January 2006 to 30 June 2006 S$’000 2. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.

099) Unaudited 1 January 2006 to 30 June 2006 S$’000 (657) (55) 11 56 (8) 107 (16) – (562) Cash flows from financing activities: Repayment of finance lease liabilities Interest paid Net cash used in financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial period Cash and cash equivalents at the end of the financial period (Note 17) (298) (22) (320) (2. plant and equipment Interest received Payment for club membership Proceeds from disposal of quoted investment Investment in associated companies Advance to associated companies Net cash used in investing activities (4.440) 6.300) (3) 204 36 (7) – – (29) (4.892 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.952 5.600 3. and its Subsidiary Companies Combined Cash Flow Statements for the financial period from 1 January 2007 to 30 June 2007 (cont’d) Unaudited 1 January 2007 to 30 June 2007 S$’000 Cash flows from investing activities: Purchase of property.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.292 4. plant and equipment Purchase of intangible asset Proceeds from disposal of property. B-8 .392 (165) (20) (185) 1.

The registered office and principal place of business of the Company is located at 2 Woodlands Terrace. Ltd. On 22 November 2007. The purchase consideration was satisfied by the issue of 5. in connection with its conversion into a public company limited by shares.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. on 13 September 2007. the Company changed its name to Old Chang Kee Ltd. The Company was incorporated for the purpose of acquiring the existing companies of the Group pursuant to the Group Restructuring Exercise. manufacture and sale of snacks 100 B-9 . Pursuant to the agreement. Corporate Information The Company was incorporated in Singapore on 16 December 2004 under the Singapore Companies Act as a private company limited by shares under the name of Old Chang Kee Singapore Pte. At the date of this report. Restructuring Exercise Pursuant to an agreement dated 9 November 2007. comprising 5. 2. Australia 30 May 2006 People’s Republic of China 23 May 2007 100 F & B management and consultancy. the Group structure is as shown below: Country and date of incorporation/ acquisition Proportion of ownership interest % Subsidiary Companies Ten & Han Trading Pte Ltd (“Ten & Han”) Singapore 7 January 1988 Manufacture and distribution of food products and general trading Dormant 100 Name Principal activities Old Chang Kee Australia Pty Ltd (“OCKA”) Ten & Han Food Management (Chengdu) Co.600. Ten & Han Trading Pte Ltd became a wholly-owned subsidiary company of the Company. Ltd. and changed its name to Old Chang Kee Pte. The principal activity of the Company is that relating to investment holding..600. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 1. Ltd. The principal activities of the subsidiary companies are set out in Note 2.000 ordinary shares credited as fully paid in the capital of the Company to Mr Han Keen Juan and Mr Lim Tao-E William. the Company acquired the entire issued and paid-up capital of Ten & Han Trading Pte Ltd. Singapore 738427. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.000 ordinary shares with effect from 12 November 2007.

The accounting policies have been consistently applied by the Group and the Company throughout the financial year. B-10 . the Group adopted all new and revised FRS mandatory for annual financial periods beginning on or after 1 January 2007. except for the change in accounting policies discussed below. The adoption of these new and revised FRS has no material impact on the Combined Financial Statements. The combined financial statements are presented in Singapore Dollars (SGD or S$). The combined financial statements have been prepared on a historical cost basis except for leasehold building that has been measured at its fair value. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 2. Presentation of financial statements (Capital Disclosures) will be made in the financial statements for the year ending 31 December 2007.1 Summary of significant accounting policies Basis of preparation The combined financial statements of the Group have been prepared in accordance with Singapore Financial Reporting Standards (FRS). 3. Restructuring Exercise (cont’d) Country and date of incorporation/ acquisition Proportion of ownership interest % Associated Companies Old Chang Kee (Thailand) Co Ltd (“OCKT”) Old Chang Kee (M) Sdn Bhd (“OCKM”) Thailand 19 June 2006 Malaysia 21 July 2006 Dormant 40 Name Principal activities Operating retail food outlets and general trading 40 3.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. Adoption of new and revised FRS On 1 January 2007.2 Changes in accounting policies The accounting policies have been consistently applied by the Group and the Company throughout the financial period. 3. Disclosures arising from the adoption of FRS 107. Financial Instruments: Disclosures and amendments to FRS 1 (revised).

AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. and disclosures made. liabilities. 3. such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. They affect the application of the Group’s accounting policies. Where the final tax outcome of these matters is different from the amounts that were initially recognised. The carrying amount of the Group’s tax payables and deferred tax liabilities at 30 June 2007 was approximately S$818. plant and equipment The cost of property.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 3. Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due.000 (31 December 2006: S$900. Management estimates the useful lives of these property. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. plant and equipment is depreciated on a straight-line basis over their useful lives.000 (31 December 2006: S$5. They are assessed on an on-going basis and are based on experience and relevant factors.441.000 (31 December 2006: S$576. plant and equipment at 30 June 2007 was approximately S$9. plant and equipment to be within 5 to 50 years. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets.000) respectively. 3.4 Significant accounting estimates and judgements Estimates and assumptions concerning the future and judgements are made in the preparation of the financial statements. (a) Depreciation of property. B-11 . therefore future depreciation charges could be revised. income and expenses. reported amounts of assets. 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.000) and S$657. including expectations of future events that are believed to be reasonable under the circumstances.3 Summary of significant accounting policies (cont’d) FRS and INT FRS issued but not yet effective The Group and the Company have not adopted the following FRS and INT FRS that have been issued but not yet effective: Effective date (Annual periods beginning on or after) FRS 108 INT FRS 111 INT FRS 112 : : : Operating Segments Group and Treasury Share Transactions Service Concession Arrangements 1 January 2009 1 March 2007 1 January 2008 The Directors expect that the adoption of the above pronouncements will have no material impact to the financial statements in the period of initial application. The carrying amount of the Group’s property.000). (b) Income taxes Significant judgement is involved in determining the Group-wide provision for income taxes.881.

and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 3. which approximates the exchange rates at the dates of the transactions. the cumulative amount of exchange differences deferred in equity relating to that foreign operation is recognised in the profit and loss account as a component of the gain or loss on disposal.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. (c) Foreign currency translations The results and financial position of foreign operations are translated into SGD using the following procedures: Assets and liabilities for each balance sheet presented are translated at the closing exchange rate ruling at that balance sheet date. and Income and expenses for each profit and loss account are translated at average exchange rates for the year. Monetary assets and liabilities denominated in foreign currencies are translated at the closing rate of exchange ruling at the balance sheet date. 3. 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. (b) Foreign currency transactions Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiary companies and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. All resulting exchange differences are recognised in a separate component of equity as foreign currency translation reserve.e. functional currency. Sales prices and major costs of providing goods and services including major operating expenses are primarily influenced by fluctuations in SGD.5 Summary of significant accounting policies (cont’d) Functional and foreign currency (a) Functional currency The management has determined the currency of the primary economic environment in which the Company operates i. to be SGD. Exchange differences arising on the settlement of monetary items or on translating monetary items at the balance sheet date are recognised in the profit and loss account. B-12 . 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. On disposal of a foreign operation.

The financial statements of the subsidiary companies are prepared for the same reporting date as the parent company.600. The cost of an acquisition is measured as the fair value of the assets given. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Pursuant to an agreement dated 9 November 2007. As this arrangement constitutes a reorganisation of companies under common control. the pooling of interest method of accounting was adopted in the preparation of the combined financial statements of the Group. The Group generally has such power when it directly or indirectly. the Company acquired the entire issued and paid-up capital of Ten & Han at par comprising 5. Subsidiary companies are fully consolidated from the date of acquisition. Under this method of accounting. (b) Principles of consolidation The combined financial statements comprise the financial statements of the Company and its subsidiary companies as at the balance sheet date. plus costs directly attributable to the acquisition. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. B-13 . All intra-group balances. are eliminated in full. irrespective of the extent of any minority interest. or controls more than half of the voting power. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 3.000 ordinary shares. In the Company’s separate financial statements. 3. and continue to be consolidated until the date that such control ceases. or controls the composition of the board of directors. investments in subsidiary companies are accounted for at cost less any impairment losses.6 Summary of significant accounting policies (cont’d) Subsidiary company and principles of consolidation (a) Subsidiary company A subsidiary company 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. Acquisition of subsidiary company is accounted for using the purchase method. the results and cash flows of the Company and Ten & Han are combined from the beginning of the financial period in which the reorganisation occurred and their assets and liabilities combined at the amounts at which they were previously recorded as if they had been part of the Group for the whole of the current and preceding periods. equity instruments issued and liabilities incurred or assumed at the date of exchange. income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets. Consistent accounting policies are applied for like transactions and events in similar circumstances. being the date on which the Group obtains control. transactions. holds more than 50% of the issued share capital.

investment in associated companies is accounted for at cost less impairment losses.8 Property. Fair value is determined from marketbased evidence by appraisal that is undertaken by professionally qualified valuers. plant and equipment are initially recorded at cost. When the Group’s share of losses in associated companies equals or exceeds its interest in the associated companies. Leasehold buildings are subsequently revalued on an asset-by-asset basis. unless it has incurred obligations or made payments on behalf of the associated companies. the Group does not recognise further losses. In the Company’s separate financial statements. The associated companies are equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. 3. to their fair values. Where there has been a change recognised directly in the equity of the associated companies. plant and equipment All items of property. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 3. plant and equipment are stated at cost or valuation less accumulated depreciation and any accumulated impairment losses. Revaluations are made annually to ensure that their carrying amount does not differ materially from their fair value at the balance sheet date. the decrease is debited directly to the asset revaluation reserve to the extent of any credit balance existing in the reserve in respect of that asset. The Group’s investment in associated companies is accounted for using the equity method.7 Summary of significant accounting policies (cont’d) Associated company An associated company is an entity. including any other unsecured receivables. After application of the equity method. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. or has representation on the board of directors. the Group recognises its share of such changes. the increase is recognised in the profit and loss account to the extent that it reverses a revaluation decrease of the same asset previously recognised in the profit and loss account. The Group’s share of the profit or loss of the associated companies is recognised in the consolidated profit and loss account. When an asset’s carrying amount is decreased as a result of a revaluation. Subsequent to recognition. in which the Group has significant influence. When an asset is revalued. the decrease is recognised in the profit and loss account. B-14 . 3. property. Under the equity method. However. investment in associated companies is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associated companies.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. not being a subsidiary or a joint venture. This generally coincides with the Group having 20% or more of the voting power. However. the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in the associated companies. any increase in the carrying amount is credited directly to the asset revaluation reserve. The most recent available audited financial statements of the associated companies are used by the Group in applying the equity method.

Following initial recognition. Depreciation of an asset begins when it is available for use and is computed on a straight-line basis over the estimated useful life of the asset as follows: Leasehold building Machinery and equipment Motor vehicles Renovation Electrical fittings Furniture Computers – – – – – – – 50 years 5 years – 5 years 5 years – 5 years – 5 years – 5 years 10 years 10 years 10 years 10 years The carrying values of property. Intangible assets with finite lives are amortised on a straight-line basis over the estimated economic useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired.8 Summary of significant accounting policies (cont’d) Property. 3. The amortisation expense on intangible assets with finite lives is recognised in the profit and loss account through the ‘other operating expenses’ line item. plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. B-15 . The useful lives of intangible assets are assessed to be either finite or indefinite. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. is transferred directly to accumulated profits on retirement or disposal of the asset. An item of property. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 3. method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property. plant and equipment. The residual values. 3. useful life and depreciation method are reviewed at each financial yearend to ensure that the amount.9 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Any gain or loss arising on derecognition of the asset is included in the profit and loss account in the year the asset is derecognised. The revaluation surplus included in the asset revaluation reserve in respect of an asset. plant and equipment (cont’d) Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.

an intangible asset not yet available for use. the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount. Where the carrying amount of an asset exceeds its recoverable amount. Impairment losses of continuing operations are recognised in the profit and loss account as ‘impairment losses’ or treated as a revaluation decrease for assets carried at revalued amount to the extent that the impairment loss does not exceed the amount held in the asset revaluation reserve for that same asset. had no impairment loss been recognised for the asset in prior years. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses recognised for an asset other than goodwill may no longer exist or may have decreased.e. Reversal of an impairment loss is recognised in the profit and loss account unless the asset is carried at revalued amount. In assessing value in use. They are amortised on a straight-line basis over the following estimated useful lives: Computer software licences – Club membership – Franchise rights – 5 years 20 years 5 years 3. the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. 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. or when annual impairment testing for an asset (i.9 Summary of significant accounting policies (cont’d) Intangible assets (cont’d) Computer software licences. the Group makes an estimate of the asset’s recoverable amount. the recoverable amount is estimated. in which case the reversal in excess of impairment loss previously recognised through the profit and loss account is treated as a revaluation increase. club membership and franchise rights Computer software licences. less any residual value. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 3. the asset is considered impaired and is written down to its recoverable amount. an intangible asset with an indefinite useful life. or goodwill acquired in a business combination) is required. net of depreciation. B-16 . on a systematic basis over its remaining useful life. If that is the case the carrying amount of the asset is increased to its recoverable amount. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. club membership and franchise rights are stated at cost less accumulated amortisation and any impairment in value. That increased amount cannot exceed the carrying amount that would have been determined.10 Impairment of non-financial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. 3. 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. If any such indication exists. After such a reversal. If such indication exists. unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.

plus. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. The accounting policy for this category of financial assets is stated in Note 3. or availablefor-sale financial assets. Financial assets are recognised on the balance sheet when.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. the Group becomes a party to the contractual provisions of the financial instrument. B-17 .11 Financial assets Financial assets within the scope of FRS 39 are classified as either financial assets at fair value through profit or loss. highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.12 Cash and cash equivalents Cash and cash equivalents comprise cash on hand and at bank. where allowed and appropriate. 3. in the case of financial assets not at fair value through profit or loss. cash and cash equivalents are shown net of outstanding bank overdrafts which are repayable on demand and which form an integral part of the Group’s cash management. and only when. demand deposits. (a) Financial assets at fair value through profit or loss Financial assets classified as held for trading are included in the category ‘financial assets at fair value through profit or loss’. Gains and losses are recognised in the profit and loss account when the loans and receivables are derecognised or impaired. When financial assets are recognised initially. as well as through the amortisation process.11. For the purposes of the cash flow statement. The Group determines the classification of its financial assets after initial recognition and. (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. The Group does not designate any financial assets not held for trading as financial assets at fair value through profit and loss. Summary of significant accounting policies (cont’d) 3. as appropriate. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 3. directly attributable transaction costs. and shortterm. Gains or losses on investments held for trading are recognised in the profit and loss account. held-to-maturity investments. they are measured at fair value. Cash and short term deposits carried in the balance sheets are classified and accounted for as loans and receivables under FRS 39. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. re-evaluates this designation at each financial year-end. The Group classified the following financial assets as loans and receivables: Cash and cash equivalents Trade and other receivables including amounts due from associated companies. Such assets are carried at amortised cost using the effective interest method. loans and receivables.

the previously recognised impairment loss is reversed. Financial liabilities are recognised on the balance sheet when. firstout basis and includes all costs in bringing the inventories to their present location and condition. The amount of the loss is recognised in the profit and loss account. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 3. the Group becomes a party to the contractual provisions of the financial instrument. 3. Gains and losses are recognised in the profit and loss account when the liabilities are derecognised as well as through the amortisation process. the cost of raw materials and sundry consumables is determined on a first-in. other amounts payable and payables to related parties. Any subsequent reversal of an impairment loss is recognised in the profit and loss account. Summary of significant accounting policies (cont’d) 3. less estimated costs of completion and the estimated costs necessary to make the sale. which are normally settled on 30 – 90 day terms. 3. B-18 . 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. Financial liabilities are initially recognised at fair value of the consideration received less directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method. If. in a subsequent period. and only when. Assets carried at amortised cost If there is objective evidence that an impairment loss on loans and receivables or held-tomaturity investments carried at amortised cost has been incurred. to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.14 Inventories Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business. The carrying amount of the asset is reduced through the use of an allowance account.15 Financial liabilities Financial liabilities include trade payables. In general. the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.13 Impairment of financial assets The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset or group of financial assets is impaired.

the difference between the carrying amount and the sum of (a) the consideration received and (b) any cumulative gain or loss that has been recognised directly in equity is recognised in the profit and loss account. a defined contribution pension scheme. 3. are capitalised at the inception of the lease at the fair value of the leased asset or. The estimated liability for leave is recognised for services rendered by employees up to balance sheet date. Summary of significant accounting policies (cont’d) 3. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. (b) Financial liabilities A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. B-19 . the Singapore companies in the Group make contributions to the Central Provident Fund (CPF) scheme in Singapore. (b) Employee leave entitlement Employee entitlements to annual leave are recognised as a liability when they accrue to employees. it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. 3. Contingent rents. are charged as expenses in the periods in which they are incurred.19 Leases Finance leases. On derecognition of a financial asset in its entirety.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.17 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) where. In particular. if any. 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. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 3.16 Derecognition of financial assets and liabilities (a) Financial assets A financial asset is derecognised where the contractual rights to receive cash flows from the asset have expired. as a result of a past event. at the present value of the minimum lease payments. if lower. Finance charges are charged to the profit and loss account. which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item. Contributions to national pension schemes are recognised as an expense in the period in which the related service is performed.18 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. Any initial direct costs are also added to the amount capitalised. 3.

Operating lease payments are recognised as an expense in the profit and loss account on a straight-line basis over the lease term. The following specific recognition criteria must also be met before revenue is recognised: (a) Outlet sales Revenue from the sale of goods is recognised net of goods and services tax and discounts upon the passing of title to the customer which generally coincides with delivery and acceptance of the goods sold. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 3. 3. the fair value is recognised as deferred capital grant on the balance sheet and is amortised to the profit and loss account over the expected useful life of the relevant asset by equal annual instalments. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. it is recognised in the profit and loss account over the period necessary to match them on a systematic basis to the costs that it is intended to compensate. (b) Interest income Interest income is recognised as interest accrues (using the effective interest method) unless collectibility is in doubt.22 Income taxes (a) Current tax Current 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.21 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. B-20 . Summary of significant accounting policies (cont’d) 3.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. 3. Where the grant relates to an asset. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. 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.19 Leases (cont’d) Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term.20 Revenue 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. 3. When the grant relates to an expense item.

APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007
Old Chang Kee Ltd. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007

3.

Summary of significant accounting policies (cont’d)

3.22 Income taxes (cont’d) (b) Deferred tax 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. Deferred tax liabilities are recognised for all taxable temporary differences, 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, at the time of the transaction, affects neither accounting profit nor taxable profit or loss; and In respect of taxable temporary differences associated with investments in subsidiary companies and associated companies, 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. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets 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 income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income tax relating to items recognised directly in equity is recognised in equity. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

B-21

APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007
Old Chang Kee Ltd. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007

3.

Summary of significant accounting policies (cont’d)

3.22 Income taxes (cont’d) (c) Sales tax Revenues, 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, 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; and Receivables and payables that are stated with the amount of sales tax included. The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. 4. Revenue
Unaudited 1 January 2007 to 30 June 2007 S$’000 Outlet sales Export sales 18,938 101 19,039 Unaudited 1 January 2006 to 30 June 2006 S$’000 16,028 46 16,074

5.

Other operating income
Unaudited 1 January 2007 to 30 June 2007 S$’000 Gain on disposal of property, plant and equipment Gain on disposal of quoted investment Insurance compensation Short-term deposit interest income Sundry income 148 – 5 35 97 285 Unaudited 1 January 2006 to 30 June 2006 S$’000 11 7 2 62 – 82

B-22

APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007
Old Chang Kee Ltd. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007

6.

Finance costs
Unaudited 1 January 2007 to 30 June 2007 S$’000 Interest expense: – Finance lease – Bank overdrafts Unaudited 1 January 2006 to 30 June 2006 S$’000

18 4 22

17 2 19

7.

Profit before taxation Profit before taxation is arrived at after charging/(crediting) the following:
Unaudited 1 January 2007 to 30 June 2007 S$’000 Amortisation of intangible assets Bad debts written off – loan to a related party Depreciation of property, plant and equipment Directors’ remuneration Employee benefits expense (excluding Directors) – salaries & bonuses – central Provident Fund Gain on disposal of property, plant and equipment Operating lease expenses Provision for reimbursement of start-up costs for an associated company in Chengdu Staff training and benefits 38 – 758 391 3,736 326 (148) 2,469 – 58 Unaudited 1 January 2006 to 30 June 2006 S$’000 36 79 596 404 3,091 269 (11) 1,894 76 –

B-23

APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007
Old Chang Kee Ltd. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007

8.

Taxation (a) Major components of income tax expense The major components of income tax expense for the periods ended 30 June are:
Unaudited 1 January 2007 to 30 June 2007 S$’000 Current income tax: Current income taxation Under provision in respect of prior years Deferred income tax: Movement in temporary differences Over provision in respect of prior years Change in tax rate Income tax expense recognised in the profit and loss account Unaudited 1 January 2006 to 30 June 2006 S$’000

313 –

430 4

179 (41) (57)

239 – –

394

673

(b)

Relationship between tax expense and accounting profit A reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporate tax rate for the periods ended 30 June is as follows:
Unaudited 1 January 2007 to 30 June 2007 S$’000 Profit before taxation Tax expense at 18% (2006: 20%) Adjustments: Tax effect of expenses not deductible for tax purposes Effect of recognised partial tax exemption (Over)/under provision in respect of prior years Deferred tax adjustments due to change in tax rate Others Income tax expense recognised in the profit and loss account 2,014 362 136 (13) (41) (57) 7 Unaudited 1 January 2006 to 30 June 2006 S$’000 2,404 481 202 (10) 4 – (4)

394

673

B-24

APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007
Old Chang Kee Ltd. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007

9.

Earnings per share Basic earnings per share is calculated by dividing profit for the year that is attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. The following tables reflect the profit and loss account and share data used in the computation of basic earnings per share for the periods ended 30 June:
Unaudited 1 January 2007 to 30 June 2007 S$’000 Profit for the period attributable to ordinary equity holders of the Company Unaudited 1 January 2006 to 30 June 2006 S$’000

1,620 ’000

1,731 ’000 68,400

Weighted average number of ordinary shares
(1)

(1)

68,400

For comparative purposes, earnings per share for the periods reported on have been computed based on the profit after tax attributable to equity holders of the Proforma Group divided by the pre-invitation share capital of 68,400,000 shares.

10.

Property, plant and equipment
Machinery Leasehold and Motor Electrical building equipment vehicles Renovation fittings Furniture Computers Total S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 At Valuation At Cost At Cost At Cost At Cost At Cost At Cost Audited 31 December 2006 Valuation/cost At 1 January 2006 Additions Disposals At 31 December 2006 Accumulated depreciation At 1 January 2006 Charge for the year Disposals At 31 December 2006 Net carrying amount At 31 December 2006

2,339 – – 2,339

3,396 498 (4) 3,890

1,491 81 (51) 1,521

1,075 247 – 1,322

1,148 142 – 1,290

472 180 – 652

947 269 (2) 1,214

10,868 1,417 (57) 12,228

129 47 – 176

2,441 363 (3) 2,801

770 273 (51) 992

851 123 – 974

456 198 – 654

394 47 – 441

87 222 – 309

5,128 1,273 (54) 6,347

2,163

1,089

529

348

636

211

905

5,881

B-25

348. Had the leasehold building been measured using the cost model.000).638 1.250 12.000) was made in cash.668 1.801 180 – – (12) 2. Revaluation of leasehold building The valuation of the leasehold building was performed by Colliers International Consultancy & Valuation (Singapore) Pte Ltd.000) was acquired by means of hire purchase and the balance of S$4.030 652 1. The leasehold building is mortgaged to a bank for banking facilities granted to the Company.000 (31 December 2006: S$1.016 – – – 1. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.287 1.300. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 10.246 1. Net book value of motor vehicles and computers for the Group under finance leases as at 30 June 2007 amounted to $836.493 (313) (422) – 15.521 261 – (418) – 1.117 654 85 – – 4 743 441 75 – – – 516 309 124 – (1) – 432 6.700 600 1.963.000 (31 December 2006 : S$860.755 1. independent valuers on 18 April 2007 on the basis of open market valuation.152 818 9.228 4.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.417.493.000 (31 December 2006: S$1. B-26 .250 3.214 40 – (4) – 1.164.890 838 – – (59) 4.347 758 (194) (366) – 6.322 1.545 2. Property.433 – – – 2. the Group acquired fixed assets with an aggregate cost of S$4.000 (31 December 2006: S$69.000) of which S$193.969 992 137 – (365) – 764 974 143 – – – 1.669 1.290 530 – – 210 2.000 (31 December 2006 : S$1. plant and equipment (cont’d) Machinery Leasehold and Motor Electrical building equipment vehicles Renovation fittings Furniture Computers Total S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 At Valuation At Cost At Cost At Cost At Cost At Cost At Cost Unaudited 30 June 2007 Valuation/cost At 1 January 2007 Additions Revaluation Disposals Reclassification At 30 June 2007 Unaudited 30 June 2007 Accumulated depreciation At 1 January 2007 Charge for the period Revaluation Disposals Reclassification At 30 June 2007 Net carrying amount At 30 June 2007 2.441 Assets held under finance leases During the period.339 375 (313) – (151) 2.986 176 14 (194) – 8 4 2.000). its carrying amount as at 30 June 2007 would have been S$2.364 1.

Intangible assets Computer software licences (i) S$’000 Audited 31 December 2006 Cost At 1 January 2006 Additions At 31 December 2006 Accumulated amortisation At 1 January 2006 Charge for the year At 31 December 2006 Net carrying amount At 31 December 2006 Unaudited 30 June 2007 Cost At 1 January 2007 Additions At 30 June 2007 Accumulated amortisation At 1 January 2007 Charge for the period At 30 June 2007 Net carrying amount At 30 June 2007 Average remaining amortisation years . AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 11.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.31 December 2006 .30 June 2007 Club membership (ii) S$’000 Franchise rights (iii) S$’000 Total S$’000 290 16 306 105 – 105 – 41 41 395 57 452 29 60 89 11 6 17 – 7 7 40 73 113 217 88 34 339 306 3 309 105 – 105 41 – 41 452 3 455 89 31 120 17 3 20 7 4 11 113 38 151 189 85 30 304 4 3 16 15 4 4 B-27 .

Amortisation period and method will be reviewed annually. Amortisation is calculated on a straight-line basis to write off the cost of franchise rights over a period of 5 years.000). (ii) Club membership This relates to transferable membership in a golf club in Singapore which is stated at cost less accumulated amortisation and any impairment in value. Impairment testing will be performed annually and more frequently when an indication of impairment exists.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Amortisation period and method will be reviewed annually. (iii) Franchise rights Franchise rights are stated at cost less accumulated amortisation and any impairment in value. Investment in associated companies Unaudited 30 June 2007 S$’000 Unquoted equity shares. at cost Impairment losses Share of post-acquisition reserves Exchange differences Carrying amount of investment 44 – (27) – 17 Audited 31 December 2006 S$’000 110 (66) (27) (1) 16 B-28 .000 (31 December 2006: S$180. Intangible assets (cont’d) (i) Computer software licences Computer software licences are stated at cost less accumulated amortisation and any impairment in value. 12. The market value of the transferable membership as at 30 June 2007 is S$230. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. Amortisation is calculated on a straight-line basis to write off the cost of software licences over a period of 5 years. Impairment testing will be performed annually and more frequently when an indication of impairment exists. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 11.

Lee & Co. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 12. Investment in associated companies (cont’d) Details of the associated companies are as follows: Name of associated companies Country of incorporation Proportion (%) of ownership interest 30.12.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Impairment losses amounting to $Nil (31 December 2006: $66. The summarised financial information of the associated companies are as follows: Unaudited 30 June 2007 S$’000 Assets and liabilities: Current assets Non-current assets Other assets Total assets Current liabilities Long-term liabilities Total liabilities Audited 31 December 2006 S$’000 101 52 9 162 57 182 239 87 54 9 150 40 122 162 B-29 .6.066) have been recognised in other operating expenses.2006 40 Principal activities Malaysia Operating retail food outlets and general trading Dormant Operating retail food outlets and general trading 40 40 Pure Options Pte Ltd Old Chang Kee (Chengdu) Co. Audit Office Audited by Poo.L. Ltd. Not audited as the Company is in the process of being liquidated.2007 Old Chang Kee (Thailand) Co Ltd (1) Old Chang Kee (M) Sdn Bhd (2) Thailand Dormant 40 31. Impairment loss The management carried out a review of the recoverable amount of its investment in associated companies during 2006 as there are plans to liquidate Old Chang Kee (Chengdu) Co. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. Ltd. Audited by S..(4) (1) (2) (3) (4) (3) Singapore People’s Republic of China 33 35 33 35 Audited by U.B. Chua & Co..

Trade and other receivables Unaudited 30 June 2007 S$’000 Trade receivables Other receivables Advances for purchase of fixed assets 171 – – 171 Audited 31 December 2006 S$’000 80 3 1. Amounts due from associated companies Amounts due from associated companies are non-trade in nature.271 1. 14.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Investment in associated companies (cont’d) Unaudited 1 January 2007 to 30 June 2007 S$’000 Results: Revenue Loss for the period Unaudited 1 January 2006 to 30 June 2006 S$’000 104 (28) – – 13. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. unsecured. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 12. interest-free and repayable on demand. Inventories Unaudited 30 June 2007 S$’000 Raw materials Sundry consumables Total inventories at lower of cost and net realisable value 519 7 526 Audited 31 December 2006 S$’000 346 100 446 15. interest-free and not expected to be repaid within 12 months from the balance sheet date. B-30 . unsecured.354 16. Amounts due from associated companies These amounts are non-trade in nature.

AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. B-31 .092 Audited 31 December 2006 S$’000 287 1.565 (173) 6.578 6. Bank overdrafts utilised by the subsidiary company are secured by a guarantee from another subsidiary company.2%) per annum. They are repayable on demand and have a weighted average effective interest rate of 6. Short-term deposits are made for varying periods of between one day and three months depending on the immediate cash requirements of the Group.1% (31 December 2006: 6.547 4.952 Audited 31 December 2006 S$’000 6.342 1. For the purpose of the combined cash flow statements. The weighted average effective interest rate of short term deposits is 2.565 Cash at banks earns interest at floating rates based on daily bank deposit rates ranging from 0. A short-term deposit of S$1 million (31 December 2006: S$1 million) of the Group has been pledged as security for bank facilities granted by a financial institution. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 17.1%) per annum.2% (31 December 2006: 3.25% to 0.092 (140) 3. and earn interest at the respective short-term deposit rates.25% to 0.475% (31 December 2006: 0.475%) per annum.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.700 4.392 Bank overdrafts are included in the determination of cash and cash equivalents because they form an integral part of the Group’s cash management. Interest rates of bank overdrafts are repriced at an interval of 1 month. cash and cash equivalents comprise the following: Unaudited 30 June 2007 S$’000 Cash and short-term deposits Bank overdrafts 4. Cash and cash equivalents Unaudited 30 June 2007 S$’000 Cash in hand Cash at bank Short term deposits 203 2.

549 – – 1.241 1. unsecured.063 2.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.241 19.881 Amount due to Directors is unsecured. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.601 443 8 2. interest-free and repayable on demand.566 5.052 Audited 31 December 2006 S$’000 1. Amount due to a related party This amount is non-trade in nature.052 1. Trade payables are denominated in the following currencies: Unaudited 30 June 2007 S$’000 Singapore Dollars (SGD) Thai Baht (THB) Malaysia Ringgit (RM) 1. interest-free and repayable on demand. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 18. B-32 . Trade and other payables Unaudited 30 June 2007 S$’000 Trade payables Accruals Amount due to Directors Provision for reimbursement of start-up costs for an associated company in Chengdu Sundry creditors 2.167 Audited 31 December 2006 S$’000 2.595 639 7 2. Other liabilities Unaudited 30 June 2007 S$’000 Foreign staff deposits Provision for unconsumed leave 37 166 203 Audited 31 December 2006 S$’000 34 146 180 20.498 76 3 5.

68% (31 December 2006 : 4. The average discount rate implicit in the leases range from 4. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 21. The lease terms do not contain restrictions concerning dividends. Deferred tax liabilities Unaudited 30 June 2007 S$’000 Balance at beginning of year Movements in temporary difference Balance at end of year Deferred taxation comprises: Differences in depreciation Asset revaluation reserve 576 81 657 Audited 31 December 2006 S$’000 326 250 576 590 67 657 509 67 576 B-33 . Future minimum lease payments under finance leases together with the present value of the minimum lease payments are as follows: Unaudited 30 June 2007 Present Minimum value of payments payments S$’000 S$’000 Within one year After one year but not more than five years After five years Total minimum lease payments Less : Amounts representing finance charges Present value of minimum lease payments 357 418 63 838 (114) 724 323 349 52 724 – 724 Audited 31 December 2006 Present Minimum value of payments payments S$’000 S$’000 380 540 13 933 (104) 829 344 474 11 829 – 829 22.73%) per annum. Finance lease liabilities The Group has finance leases for certain motor vehicles and computers.15% to 8. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. additional debt or further leasing.15% to 6. The lease terms range from 3 to 7 years with options to purchase at the end of the lease term.

and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 23. of shares ‘000 S$’000 800 800 700 700 The holders of ordinary shares are entitled to receive dividends as and when declared by the Group. Reserves Unaudited 30 June 2007 S$’000 Accumulated profits Asset revaluation reserve 8. new shares have been allotted to the shareholders.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.196 144 8. 25. As at 30 June 2007. Unaudited 30 June 2007 S$’000 At 1 January Revaluation of leasehold building At 30 June/31 December 263 (119) 144 Audited 31 December 2006 S$’000 263 – 263 B-34 . AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.839 Asset revaluation reserve The asset revaluation reserve is used to record increases in the fair value of leasehold building and decreases to the extent that such decrease relates to the same asset previously recognised in equity. 24. Share capital Unaudited 30 June 2007 No. All ordinary shares carry one vote per share without restriction.576 263 6. of shares ‘000 S$’000 Ordinary shares issued and fully paid At 1 January and 30 June/31 December Audited 31 December 2006 No.340 Audited 31 December 2006 S$’000 6. Share application money The share application money relates to funds received from the shareholders as additional capital injection to the Group.

a subsidiary of the Group. Ten & Han Trading Pte Ltd to lessors of premises amounting to approximately S$170.000).010 11. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 26. production and storage premises and retail outlets.306 (b) Operating lease commitments The Group has non-cancellable operating lease agreements in respect of office. Ltd. has given financial guarantees of S$970.. Some of the rental outlets include clauses whereby rental is charged using a base rental plus a percentage of the outlet’s sales turnover.000 (31 December 2006: S$110. B-35 . Future minimum rental under non-cancellable leases as at the end of the financial periods are as follows: Unaudited 30 June 2007 S$’000 Not later than one year Later than one year but not later than five years Later than five years 4. plant and equipment Audited 31 December 2006 S$’000 82 2.000 (31 December 2006: S$970.338 5. 1901 Singapore Pte.668 2. Commitments and contingencies (a) Capital commitments Capital expenditure contracted for as at the balance sheet date but not recognised in the financial statements is as follows: Unaudited 30 June 2007 S$’000 Capital commitments in respect of property. Some of the leases include a clause to enable upward revision of the rental charges on an annual basis based on prevailing conditions. the bank issued letters of guarantees on behalf of its wholly owned subsidiary.000) to banks for facilities granted to another subsidiary of the Group.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.043 2.530 (c) Financial guarantees. These letters of guarantees are secured by fixed deposits.035 10. unsecured As at 30 June 2007. secured As at 30 June 2007. (d) Letters of guarantees. These non-cancellable leases have remaining non-cancellable terms of between 2 to 60 years.827 4. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. Ten & Han Trading Pte Ltd.391 Audited 31 December 2006 S$’000 3.

With respect to credit risk arising from other financial assets of the Group. finance leases and cash and short term deposits. B-36 . credit risk and liquidity risk. with a maximum exposure equal to the carrying amount of these instruments. (a) Interest rate risk The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s bank overdraft and finance lease liabilities. (b) Credit risk The Group trades mainly in cash. The Group has various other financial assets and liabilities such as trade receivables and trade payables. Financial risk management objectives and policies The Group’s principal financial instruments comprise bank overdrafts. The Board reviews and agrees policies for managing these risks and they are summarised below.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. the Group’s exposure to credit risk arises from default of the counterparty. The main risks arising from the Group’s financial instruments are interest rate risk. which comprise cash and cash equivalents and other receivables. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 27. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. Receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. which arise directly from its operations. (c) Liquidity risk The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts and finance leases. There are no significant concentrations of credit risk within the Group. The main purpose of these financial instruments is to raise finance for the Group’s operations. Related parties disclosures Compensation of key management personnel Unaudited 1 January 2007 to 30 June 2007 S$’000 Short-term employee benefits Central Provident Fund contributions Total compensation paid to key management personnel Comprise amounts paid to: Directors of the Company 407 5 412 Unaudited 1 January 2006 to 30 June 2006 S$’000 420 6 426 412 426 28.

Financial instruments (a) Fair values The fair value of a financial instrument is the amount at which the instrument could be exchanged or settled between knowledgeable and willing parties in an arm’s length transaction. Financial Instruments carried at other than fair value Set out below is a comparison by category of the carrying amounts and fair values of all of the Group’s financial instruments that are carried in the financial statements at other than fair values as at the end of the financial periods.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. B-37 . Where repayment terms are not fixed. the fair value of the amount due from associated companies is not reliably determinable. reasonably approximate their fair values because these are mostly short term in nature or are repriced frequently. based on their notional amounts. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 29. borrowing and leasing arrangements. current trade and other receivables. future cash flows are projected based on management’s best estimates. Methods and assumptions used to determine fair values Fair value of financial liabilities and club membership payable has been determined using discounted estimated cash flows. Unaudited 30 June 2007 Carrying Fair amount value S$’000 S$’000 Audited 31 December 2006 Carrying Fair amount value S$’000 S$’000 The Group Financial liabilities: Finance lease liabilities Club membership payable 724 28 664 28 829 35 790 35 Amount due from associated companies has no repayment terms and is repayable only when the cash flows of the borrower’s permits. Accordingly. No amount has been recognised in the profit and loss account in relation to the change in fair value of financial assets or financial liabilities estimated using a valuation technique for the six month periods ended 30 June 2007 and 30 June 2006. Financial instruments whose carrying amount approximate fair value Management has determined that the carrying amounts of cash and cash equivalents. current trade and other payables and current finance lease liabilities. The discount rates used are the current market incremental lending rates for similar types of lending. other than in a forced or liquidation sale. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.

the Company entered into a sale and purchase agreement with Nineteen O One Sdn. Events occurring after the balance sheet date On 25 July 2007. 31.578 Obligations under finance leases (344) Floating rate Cash at bank Bank overdrafts – (230) – (117) – (85) – (42) – (11) 4.578 (829) 1. Bhd. 30. the Group has not presented a breakdown of segment information by business segments. The other financial instruments of the Group that are not included in the above tables are not subject to interest rate risks. As such. Financial instruments (cont’d) (b) Interest rate risk The following tables sets out the carrying amount.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. of the Group’s financial instruments that are exposed to interest rate risk: Within 1 year S$’000 Unaudited 30 June 2007 Fixed rate Short-term deposits Obligation under finance leases Floating rate Cash at bank Bank overdrafts 1-2 years S$’000 2-3 years S$’000 3-4 years S$’000 4-5 More than years 5 years Total S$’000 S$’000 S$’000 1.000 (S$1. As such.700 (173) – – – – – – – – – – 1. by maturity.342 (140) Audited 31 December 2006 Fixed rate Short-term deposits 4. pursuant to which the entire issued and paid up share capital of 1901 Singapore Pte.342 (140) – – – – – – – – – – 2.547 (323) – (121) – (93) – (82) – (53) – (52) 1.547 (724) 2. the Company declared and paid an interim exempt (one-tier) dividend on ordinary shares amounting to S$700.000 (the “Disposal”). Interest on financial instruments at fixed rates are fixed until the maturity of the instrument. B-38 . Ltd.700 (173) Interest on financial instruments subject to floating interest rates is contractually repriced at intervals of less than 6 months. The Group’s operations and customers are mainly located in Singapore. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.00 per ordinary share). Segment information The Group is principally engaged in the manufacture and distribution of food products. would be transferred to Nineteen O One Sdn. and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 29. Completion of the Disposal took place on 15 November 2007. Bhd. the Group has not presented a breakdown of segment information by geographical segments. On 15 November 2007. for a consideration of S$180.

B-39 . and its Subsidiary Companies Notes to the Combined Financial Statements – 30 June 2007 32. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.APPENDIX B – REPORT FROM THE AUDITORS AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. Authorisation of combined financial statements for issue The combined financial statements for the financial period from 1 January 2007 to 30 June 2007 was authorised for issue in accordance with a resolution of the Directors on 4 January 2008.

or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director. other than by a commission on or percentage of commission or turnover. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting. Memorandum of Association The registration number of the Company is 200416190W. Our Memorandum of Association states that the liability of our Shareholders is limited to the amount. The ordinary remuneration of an executive Director may not include a commission on or a percentage of turnover and the ordinary remuneration of a non-executive Director shall be a fixed sum. Article 79 The Directors may repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise in or about the business of the Company. for the time being unpaid on the shares respectively held by them. Provided that such extra remuneration (in case of an executive Director) shall not be by way of commission on or a percentage of turnover. commission or otherwise as the Directors may determine. directly or indirectly. may be paid such extra remuneration by way of salary. which shall from time to time be determined by an Ordinary Resolution of the Company. or who serves on any committee of the Directors.APPENDIX C – EXTRACTS OF OUR ARTICLES OF ASSOCIATION The discussion below provides information about certain provisions of our Memorandum and Articles and the laws of Singapore. and whether the quorum at meeting of the board of Directors to vote on Directors’ remuneration may include the director whose remuneration is the subject of the vote Article 77 The ordinary remuneration of the Directors. equally. except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office. (b) the Director’s power to vote on remuneration (including pension or other benefits) for himself or for any other director. C-1 . or failing agreement. arrangement or contract in which the Director is interested Article 100 A Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any personal material interest. if any. shall not be increased except pursuant to an Ordinary Resolution passed at a General Meeting where notice of the proposed increase shall have been given in the notice convening the General Meeting and shall (unless such resolution otherwise provides) be divisible among the Directors as they may agree. The instruments that constitute and define our Company are the Memorandum and Articles of our Company. Article 78 Any Director who holds any executive office. and not by a commission on or a percentage of profits or turnover. This description is only a summary and is qualified by reference to Singapore law and our Articles. Articles The provisions in the Articles of our Company relating to:- (a) a Director’s power to vote on a proposal.

APPENDIX C – EXTRACTS OF OUR ARTICLES OF ASSOCIATION Article 80 The Directors shall have power to pay and agree to pay pensions or other retirement. death or disability benefits to (or to any person in respect of) any Director for the time being holding any executive office and for the purpose of providing any such pensions or other benefits to contribute to any scheme or fund or to pay premiums. each Director (other than a Director holding office as Managing Director) shall retire at least once every three years. Article 90 The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who is due to retire at a General Meeting by reason of age or who wishes to retire and not to offer himself for re-election. to mortgage or charge its undertaking. the number nearest to but not less than one-third) shall retire from office by rotation. one-third of the Directors for the time being (or. A retiring Director shall be eligible for re-election. Article 86 The remuneration of a Managing Director shall from time to time be fixed by the Directors and may subject to these Articles be by way of salary or commission or participation in profits or by any or all these modes but he shall not under any circumstances be remunerated by a commission on or a percentage of turnover. C-2 . the Directors may exercise all the powers of the Company to borrow money. Provided that no Director holding office as Managing Director shall be subject to retirement by rotation or be taken into account in determining the number of Directors to retire. Article 81 A Director may be party to or be in any way interested in any contract or arrangement or transaction to which the Company is a party or in which the Company is in any way interested and he may hold and be remunerated in respect of any office or place of profit (other than the office of Auditor of the Company or any subsidiary thereof) under the Company or any other company in which the Company is in any way interested and he (or any firm of which he is a member) may act in a professional capacity for the Company or any such other company and be remunerated therefor and in any such case as aforesaid (save as otherwise agreed) he may retain for his own absolute use and benefit all profits and advantages accruing to him thereunder or in consequence thereof. liability or obligation of the Company or of any third party. (d) retirement or non-retirement of Directors under an age limit requirement Article 89 At each Annual General Meeting. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day. For the avoidance of doubt. superannuation. those to retire shall (unless they otherwise agree among themselves) be determined by ballot. (c) borrowing powers exercisable by the Directors and how such borrowing powers can be varied Article 108 Subject as hereinafter provided and to the provisions of the Statutes. property and uncalled capital and to issue debentures and other securities. whether outright or as collateral security for any debt. if their number is not a multiple of three.

A Director who is not a Member of the Company shall nevertheless be entitled to receive notice of and to attend and speak at General Meetings. the retiring Director shall be deemed to have been re-elected except in any of the following cases:(a) where at such meeting it is expressly resolved not to fill such office or a resolution for the reelection of such Director is put to the meeting and lost. or if he shall become bankrupt or have a receiving order made against him or shall make arrangement or composition with his creditors generally. required for Director’s qualification Article 76 A Director shall not be required to hold any shares of the Company by way of qualification. or if in Singapore or elsewhere an order shall be made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs. from meetings of the Directors held during that period. or where such Director has attained any retiring age applicable to him as Director. or is absent. or where the default is due to the moving of a resolution in contravention of the next following Article. (b) (c) (d) (e) (f) (e) the number of shares. or where such Director has given notice in writing to the Company that he is unwilling to be reelected. Article 94 The office of a Director shall be vacated in any of the following events. namely:(a) if he shall become prohibited or disqualified by the Statutes or any other law from acting as a Director.APPENDIX C – EXTRACTS OF OUR ARTICLES OF ASSOCIATION Article 91 The Company at a General Meeting at which a Director retires under any provision of these Articles may by Ordinary Resolution fill the office being vacated by electing thereto the retiring Director or some other person eligible for appointment. C-3 . In default. (b) (c) (d) The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break. or if he is removed by the Company in General Meeting pursuant to these Articles. or if (not being a Director holding any executive office for a fixed term) he shall resign by writing under his hand left at the Office or if he shall in writing offer to resign and the Directors shall resolve to accept such offer. for more than six months and without leave of the Directors. if any. or if he becomes of unsound mind.

and any shares may. or in priority to. transmission. the variation or abrogation of the special rights attached to any class may. subject to compliance with Sections 70 and 75 of the Act. at any time after the allotment of any share but before any person has been entered in the Register of Members as the holder. the Directors may allot and issue shares or grant options over or otherwise dispose of the same to such persons on such terms and conditions and for such consideration and at such time and whether or not subject to the payment of any part of the amount thereof in cash or otherwise as the Directors may think fit. conditions or restrictions. be made either with the consent in writing of the holders of three-quarters of the total number of issued shares of the class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so made either whilst the Company is a going concern or during or in contemplation of a windingup.APPENDIX C – EXTRACTS OF OUR ARTICLES OF ASSOCIATION (f) rights. privileges. reports and balance-sheets and attending General Meetings of the Company. Preference Shareholders shall have the same rights as ordinary Shareholders as regards receiving of notices. recognize a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose. and to Article 5. preference shares already issued. be issued with such preferential. forfeiture or otherwise. deferred. (B) (C) Article 8 (A) Preference shares may be issued subject to such limitation thereof as may be prescribed by the Designated Stock Exchange. participation in surplus assets and profits. but subject thereto and the terms of such approval. Except so far as otherwise provided by the conditions of issue or by these Articles. the terms and manner of redemption being determined by the Directors in accordance with the Act. except that the necessary quorum shall be two or more persons holding at least one-third of the total number of the issued shares of the class present in person or by proxy or attorney and that any holder of shares of the class present in person or by proxy or attorney may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him where the class is a class of equity shares within the meaning of Section 64(1) of the Companies Act or at least C-4 . whether as regards Dividend. and preference shares may be issued which are or at the option of the Company are liable to be redeemed. lien. preferences and restrictions attaching to each class of shares Article 3 (A) Subject to the Act and to these Articles. as the Directors may think fit. subject to the provisions of the Act. The Company has power to issue further preference capital ranking equally with. all new shares shall be issued subject to the provisions of the Statutes and of these Articles with reference to allotment. The Directors may. return of capital. Provided Always that no options shall be granted over unissued shares except in accordance with the Act and the Designated Stock Exchange’s listing rules. (B) Article 9 (A) Whenever the share capital of the Company is divided into different classes of shares. transfer. no shares may be issued by the Directors without the prior approval of the Company in General Meeting pursuant to Section 161 of the Act. voting. conversion or otherwise. To every such separate General Meeting all the provisions of these Articles relating to General Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply. qualified or special rights. and to any special rights attached to any shares for the time being issued. payment of calls. and preference Shareholders shall also have the right to vote at any General Meeting convened for the purpose of reducing capital or winding-up or sanctioning a sale of the undertaking of the Company or where the proposal to be submitted to the General Meeting directly affects their rights and privileges or when the Dividend on the preference shares is more than six months in arrear.

(B) The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of preference capital (other than redeemable preference capital) and any variation or abrogation of the rights attached to preference shares or any class thereof. and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and. if the instrument of transfer is executed by some other person on his behalf. the Company shall within ten market days (or such period as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) after the date on which the application for a transfer of shares was made. may refuse to register a transfer to a transferee of whom they do not approve. if obtained from the holders of three-quarters of the total number of the issued shares of the class concerned within two months of such General Meeting. and the instrument of transfer is in respect of only one class of shares. the amount of proper duty (if any) with which each instrument of transfer is chargeable under any law for the time being in force relating to stamps is paid. and in the case of shares not fully paid up. bye-laws or listing rules of the Designated Stock Exchange) but the Directors may in their discretion decline to register any transfer of shares upon which the Company has a lien. the certificates of the shares to which it relates. Article 34 (A) There shall be no restriction on the transfer of fully paid up shares (except where required by law or by the rules. the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by a certificate of payment of stamp duty (if stamp duty is payable on such instrument of transfer in accordance with any law for the time being in force relating to stamp duty). The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto. to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred. shall be as valid and effectual as a Special Resolution carried at such General Meeting. Provided Always that where the necessary majority for such a Special Resolution is not obtained at such General Meeting. serve a notice in writing to the applicant stating the facts which are considered to justify the refusal as required by the Statutes. (C) Article 14 Every person whose name is entered as a Member in the Register of Members shall be entitled. Provided Always that in the event of the Directors refusing to register a transfer of shares. The Directors may decline to register any instrument of transfer unless:(a) such fee not exceeding S$2. (B) (b) (c) (d) C-5 .APPENDIX C – EXTRACTS OF OUR ARTICLES OF ASSOCIATION one vote for every share of the class where the class is a class of preference shares within the meaning of Section 180(2) of the Act. the consent in writing. within ten market days (or such period as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) after the closing date of any application for shares or (as the case may be) the date of lodgement of a registrable transfer. the authority of the person so to do.00 (or such other fee as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) as the Directors may from time to time require is paid to the Company in respect thereof.

the delivery by the Company to CDP of provisional allotments or share certificates in respect of the aggregate entitlements of Depositors to new shares offered by way of rights issue or other preferential offering or bonus issue shall to the extent of the delivery discharge the Company from any further liability to each such Depositor in respect of his individual entitlement. to apportion the said number of shares between the two proxies in the same proportion as previously specified by the Depositor in appointing the proxies. or (except only as by these Articles or by the Statutes or law otherwise provided) any other right in respect of any share. according to the records of CDP as supplied by CDP to the Company. and where a Depositor has apportioned the balance standing to his Securities Account between two proxies. Article 63 In the case of joint holders of a share. (b) (c) (d) Article 42 Except as required by the Statutes or law. if the instrument is dealt with in such manner as is provided above.APPENDIX C – EXTRACTS OF OUR ARTICLES OF ASSOCIATION Article 41 A reference to a member shall be a reference to a registered holder of shares in the Company. future or partial interest in any share. and the provisions in these Articles relating to the transfers. C-6 . except an absolute right to the entirety thereof in the registered holder and nothing in these presents contained relating to CDP or to Depositors or in any depository agreement made by the Company with any common depository for shares shall in any circumstances be deemed to limit. and the Company shall not be bound by or compelled in any way to recognize (even when having notice thereof) any equitable. whether in person or by proxy. and accordingly no instrument appointing a proxy of a Depositor shall be rendered invalid merely by reason of any discrepancy between the proportion of Depositor’s shareholding specified in the instrument of proxy. the Company being entitled to deem each such Depositor. the payment by the Company to CDP of any Dividend payable to a Depositor shall to the extent of the payment discharge the Company from any further liability in respect of the payment. as the case may be. the vote of the senior who tenders a vote. or any interest in any fractional part of a share. or where such registered holder is CDP. Provided that:(a) a Depositor shall only be entitled to attend any General Meeting and to speak and vote thereat if his name appears on the Depository Register maintained by CDP forty eight (48) hours before the General Meeting as a Depositor on whose behalf CDP holds shares in the Company. shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members or. or where the balance standing to a Depositor’s Securities Account has been apportioned between two proxies the aggregate of the proportions of the Depositor’s shareholding they are specified to represent. or each proxy of a Depositor who is to represent the entire balance standing to the Securities Account of the Depositor. restrict or qualify the above. contingent. the Depositors on behalf of whom CDP holds the shares. the order in which the names appear in the Depository Register in respect of the joint holding. to represent such number of shares as is actually credited to the Securities Account of the Depositor as at such time. and the true balance standing to the Securities Account of a Depositor as at the time of the General Meeting. no person shall be recognised by the Company as holding any share upon any trust. transmissions or certification of shares shall not apply to the transfer of book-entry securities (as defined in the Statutes).

whether as regards Dividend. deferred. (g) any change in capital Article 3 (A) Subject to the Act and to these Articles. at any time after the allotment of any share but before any person has been entered in the Register of Members as the holder. upon or subject to production of such evidence of the appointment as the Directors may require. recognize a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose. and to Article 5. participation in surplus assets and profits. voting. payment of calls. (B) (C) Article 10 The Company may by Ordinary Resolution:(a) (b) consolidate and divide all or any of its share capital. Article 65 No member shall be entitled in respect of shares held by him to vote at a General Meeting either personally or by proxy or to exercise any other right conferred by membership in relation to General Meetings if any call or other sum payable by him to the Company in respect of such shares remains unpaid. the Directors may in their absolute discretion. or to exercise any other right conferred by membership in relation to General Meetings. the Directors may allot and issue shares or grant options over or otherwise dispose of the same to such persons on such terms and conditions and for such consideration and at such time and whether or not subject to the payment of any part of the amount thereof in cash or otherwise as the Directors may think fit. conditions or restrictions. transmission. permit such receiver or other person on behalf of such member. and/or (c) C-7 . forfeiture or otherwise. and to any special rights attached to any shares for the time being issued. convert or exchange any class of shares into or for any other class of shares. Except so far as otherwise provided by the conditions of issue or by these Articles. and any shares may. provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be same as it was in the case of the share from which the reduced share is derived. no shares may be issued by the Directors without the prior approval of the Company in General Meeting pursuant to Section 161 of the Act. sub-divide its shares. to vote in person or by proxy at any General Meeting. Provided Always that no options shall be granted over unissued shares except in accordance with the Act and the Designated Stock Exchange’s listing rules. and preference shares may be issued which are or at the option of the Company are liable to be redeemed. or any of them. lien. return of capital. privileges. qualified or special rights. The Directors may. be issued with such preferential. subject to compliance with Sections 70 and 75 of the Act. but subject thereto and the terms of such approval. the terms and manner of redemption being determined by the Directors in accordance with the Act. as the Directors may think fit.APPENDIX C – EXTRACTS OF OUR ARTICLES OF ASSOCIATION Article 64 Where in Singapore or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any Member on the ground (however formulated) of mental disorder. all new shares shall be issued subject to the provisions of the Statutes and of these Articles with reference to allotment. conversion or otherwise. transfer.

shall be as valid and effectual as a Special Resolution carried at such General Meeting. and with. and subject to. the amount of share capital of the Company shall be reduced accordingly. To every such separate General Meeting all the provisions of these Articles relating to General Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply. On the cancellation of any share as aforesaid. the variation or abrogation of the special rights attached to any class may. and in accordance with the Relevant Laws. and. be deemed to be cancelled immediately on purchase or acquisition by the Company. be made either with the consent in writing of the holders of three-quarters of the total number of the issued shares of the class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so made either whilst the Company is a going concern or during or in contemplation of a windingup. and consent or confirmation required. upon cancellation of any share purchased or otherwise acquired by the Company pursuant to these Articles and the Statutes. the consent in writing. Any shares purchased or acquired by the Company as aforesaid shall. where any such cancelled share was purchased or acquired out of the capital of the Company. except that the necessary quorum shall be two or more persons holding at least one-third of the total number of the issued shares of the class present in person or by proxy or attorney and that any holder of shares of the class present in person or by proxy or attorney may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him where the class is a class of equity shares within the meaning of Section 64(1) of the Act or at least one vote for every share of the class where the class is a class of preference shares within the meaning of Section 180(2) of the Act. (B) (h) any change in the respective rights of the various classes of shares including the action necessary to change the rights Article 9 (A) Whenever the share capital of the Company is divided into different classes of shares. the rights and privileges attached to that share shall expire. the Company may hold or deal with any such share which is so purchased or acquired by it in such manner as may be permitted by. the “Relevant Laws”). Provided Always that where the necessary majority for such a Special Resolution is not obtained at such General Meeting. if obtained from the holders of three-quarters of the total number of the issued shares of the class concerned within two months of such General Meeting. subject to the provisions of the Act. any incident authorized. the number of issued shares of the Company shall be diminished by the number of shares so cancelled.APPENDIX C – EXTRACTS OF OUR ARTICLES OF ASSOCIATION (d) cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled. In any other instance. by law. unless held in treasury in accordance with the Act. on such terms and subject to such conditions as our Company may in General Meeting prescribe in accordance with the Relevant Laws. Article 11 (A) The Company may reduce its share capital or any other undistributable reserve in any manner permitted. The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of preference capital (other than redeemable preference capital) and any variation or abrogation of the rights attached to preference shares or any class thereof. Without prejudice to the generality of the foregoing. The Company may purchase or otherwise acquire its issued shares subject to and in accordance with the provisions of the Statutes and any applicable rules of the Designated Stock Exchange (hereafter. (B) C-8 .

to the extent of the payment made. However. must make a mandatory take-over offer for the Shares. (i) any time limit after which a dividend entitlement will lapse and an indication of the party in whose favour this entitlement then operates Article 126 (A) No Dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Statutes. A payment by the Company to CDP of any Dividend or other moneys payable to a Depositor shall. the Singapore Code on Take-overs and Mergers (the “Take-over Code”) issued by the Authority pursuant to Sections 137 and 321 of the Securities and Futures Act prescribes certain situations whereby a person who. and any Dividend or any such moneys unclaimed after six years from having been first payable shall be forfeited and shall revert to the Company provided always that the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the Dividend so forfeited to the person entitled thereto prior to the forfeiture. either on his own or together with persons acting in concert (as defined in the Take-over Code) with him. the relevant Depositor shall not have any right or claim in respect of such Dividend or moneys against the Company if a period of six years has elapsed from the date of the declaration of such Dividend or the date on which such other moneys are first payable. including limitations on the right of non-resident or foreign Shareholders to hold or exercise voting rights on their Shares There are no limitations on the rights of the Shareholders who are regarded as non-residents of Singapore to hold or vote on their Shares. The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. discharge the Company from any liability to the Depositor in respect of that payment. C-9 . (B) (j) any limitation on the right to own Shares. All Dividends remaining unclaimed after one year from having been first payable may be invested or otherwise made use of by the Directors for the benefit of the Company.APPENDIX C – EXTRACTS OF OUR ARTICLES OF ASSOCIATION (C) The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto. If CDP returns any such Dividend or moneys to the Company.

Our Company typically closes the register to determine Shareholders’ entitlement to receive dividends and other distributions. purchase its own ordinary shares. of which the aggregate number of shares to be issued other than on a pro-rata basis to our Shareholders may not exceed 20% (or such other limit as may be prescribed by the SGXST) of our issued share capital for the time being (the percentage of issued share capital being based on our issued shares at the time such authority is given after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue at the time such authority is given and any subsequent consolidation or sub-division of its shares). grant any financial assistance for the acquisition or proposed acquisition of its own ordinary shares. However. These statements summarise the material provisions of the Articles but are qualified in entirety by reference to the Articles. Ordinary shares may be transferred by a duly signed instrument of transfer in a form approved by any stock exchange on which our Company is listed. the persons named as the depositors in the depository register maintained by CDP for the ordinary shares. except in circumstances permitted by the Companies Act. namely. it may not. Subject to the foregoing. management. The Board of Directors may decline to register any transfer of ordinary shares which are not fully paid shares. except as required by law.APPENDIX D – DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO SHARES The following statements are brief summaries of the rights and privileges of Shareholders conferred by the laws of Singapore and the Articles (the “Articles”) of our Company. The approval. in cases in which the person so registered is CDP. all new ordinary shares are under the control of the board of Directors of our Company (the “Board of Directors”) who may allot and issue the same with such rights and restrictions as it may think fit. However. recognise any equitable. Transfer of Ordinary Shares There is no restriction on the transfer of fully paid ordinary shares except where required by law or the listing rules or the rules or by-laws of any stock exchange on which our Company is listed. if granted. The D-1 . deferred or unissued shares reserved for issue for any purpose. will lapse at the conclusion of the annual general meeting following the date on which the approval was granted or the date by which the annual general meeting is required by law to be held. the provisions of the Companies Act and any special rights attached to any class of shares currently issued. The Company may close the register of Shareholders for any time or times if it provides the Accounting and Corporate Regulatory Authority of Singapore at least 14 days’ notice and the SGX-ST at least 10 clear market days’ notice. All of the ordinary shares are in registered form. New Ordinary Shares New ordinary shares may only be issued with the prior approval in a general meeting of the Shareholders of our Company. the register may not be closed for more than 30 days in aggregate in any calendar year. Our Company will not. future or partial interest in any ordinary share or other rights for any ordinary share other than the absolute right thereto of the registered holder of that ordinary share or of the person whose name is entered in the depository register for that ordinary share. our ordinary shares which have identical rights in all respects and rank equally with one another. contingent. We have only one class of shares. Our Company may. Shareholders Only persons who are registered in the register of Shareholders of our Company and. Ordinary Shares There are no founder. are recognised as Shareholders of our Company. whichever is the earlier but any approval may be previously revoked or varied by our Company in general meeting. subject to the provisions of the Companies Act and the rules of the SGX-ST. or ordinary shares on which our Company has a lien. The aggregate number of shares to be issued pursuant to such approval may not exceed 50% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being.

every Shareholder present in person or by proxy shall have one vote for each ordinary share which he holds or represents. A poll may be demanded in certain circumstances. two or more Shareholders must be present in person or by proxy to constitute a quorum at any general meeting. In addition. dividends are paid by cheque or warrant sent through the post to each Shareholder at his registered address. Dividends Our Company may. A person who holds ordinary shares through the SGX-ST book-entry settlement system will only be entitled to vote at a general meeting as a Shareholder if his name appears on the depository register maintained by CDP 48 hours before the general meeting.APPENDIX D – DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO SHARES Board of Directors may also decline to register any instrument of transfer unless. failing such determination. Unless otherwise directed. it has been duly stamped and is presented for registration together with the share certificate and such other evidence of title as they may require. In the case of a tie vote. on a show of hands. and on a poll. the general nature of that business. Notwithstanding the foregoing. Proxies need not be a Shareholder. An ordinary resolution suffices. voting at general meetings is by ordinary resolution. declare dividends at a general meeting. requiring an affirmative vote of a simple majority of the votes cast at that meeting. A special resolution. amendments to the Memorandum of Association and the Articles. a change of the corporate name and a reduction in the share capital. the payment by our Company to CDP of any dividend payable to a Shareholder whose name is entered in the depository register shall. requiring the affirmative vote of at least 75% of the votes cast at the meeting. in person or by proxy. speak and vote at any general meeting. Our Company must pay all dividends out of its profits. the day and the hour of the meeting and. All dividends are paid pro rata among the Shareholders in proportion to the amount paid up on each Shareholder’s ordinary shares. among other things. The notice must be given to every Shareholder who has supplied our Company with an address in Singapore for the giving of notices and must set forth the place. Our Company will replace lost or destroyed certificates for ordinary shares if it is properly notified and if the applicant pays a fee which will not exceed S$2 and furnishes any evidence and indemnity that the Board of Directors may require. the chairman of the meeting shall be entitled to a casting vote. two or more Shareholders holding not less than 10% of the issued share capital of our Company (excluding treasury shares) may call a meeting. Our Company must give at least 21 days’ notice in writing for every general meeting convened for the purpose of passing a special resolution. Voting Rights A Shareholder is entitled to attend. but it may not pay dividends in excess of the amount recommended by the Board of Directors. for example. D-2 . Our Board of Directors may convene an Extraordinary General Meeting whenever it thinks fit and must do so if Shareholders representing not less than 10% of the total voting rights of all Shareholders request in writing that such a meeting be held. Our Board of Directors may also declare an interim dividend without the approval of our Shareholders. to the extent of payment made to CDP. including voluntary winding up. Under the Articles. Ordinary resolutions generally require at least 14 days’ notice in writing. is necessary for certain matters under Singapore law. Unless otherwise required by law or by the Articles. General Meetings of Shareholders Our Company is required to hold an annual general meeting every year. in the case of special business. Except as otherwise provided in the Articles. only one of the two proxies as determined by that Shareholder or. unless the rights attaching to an issue of any ordinary share provides otherwise. whether on a show of hands or a poll. discharge our Company from any liability to that Shareholder in respect of that payment. every Shareholder present in person and by proxy shall have one vote (provided that in the case of a Shareholder who is represented by two proxies. by the Chairman of the meeting in his sole discretion shall be entitled to vote on a show of hands). by ordinary resolution of our Shareholders. including by the chairman of the meeting or by any Shareholder present in person or by proxy and representing not less than 10% of the total voting rights of all Shareholders having the right to attend and vote at the meeting or by any two Shareholders present in person or by proxy and entitled to vote. for the appointment of directors.

be accompanied by a cash alternative at not less than the highest price paid by the offeror or parties acting in concert with the offeror within the six months preceding the acquisition of shares that triggered the mandatory offer obligation. the Securities and Futures Act and the Singapore Code on Take-overs and Mergers regulate the acquisition of ordinary shares of public companies and contain certain provisions that may delay. Our Board of Directors may also issue rights to take up additional ordinary shares to Shareholders in proportion to their shareholdings. Any person acquiring an interest. deter or prevent a future takeover or change in control of our Company. a company and its directors (including their close relatives).APPENDIX D – DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO SHARES Bonus and Rights Issues Our Board of Directors may. An offer for consideration other than cash must be subject to certain exceptions. A mandatory takeover offer is also required to be made if a person holding. which relate to anything done or omitted to have been done as an officer. a company and its pension funds and employee share schemes. the Articles provide that. breach of duty or breach of trust of which they may be guilty in relation to our Company. subject to the Companies Act. with approval by our Shareholders at a general meeting. there are no limitations imposed by Singapore law or by the Articles on the rights of non-resident Shareholders to hold or vote on ordinary shares. “Parties acting in concert” include a company and its related and associated companies. a person and any investment company. director or employee and in which judgment is given in their favour or in which they are acquitted or in connection with any application under any statute for relief from liability in respect thereof in which relief is granted by the court. holders of ordinary shares will be entitled to participate in any surplus assets in proportion to their shareholdings. D-3 . our Board of Directors and officers shall be entitled to be indemnified by our Company against any liability incurred in defending any proceedings. between 30% and 50% of the voting rights acquires additional voting shares representing more than 1% of the voting shares in any six month period. unit trust or other fund whose investment such person manages on a discretionary basis. default. capitalise any reserves or profits (including profit or moneys carried and standing to any reserve or other undistributable reserve) and distribute the same as bonus shares credited as paid-up to our Shareholders in proportion to their shareholdings. Our Company may not indemnify directors and officers against any liability which by law would otherwise attach to them in respect of any negligence. either on his own or together with parties acting in concert with him. either on his own or together with parties acting in concert with him. and a financial advisor and its client in respect of shares held by the financial advisor and shares in the client held by funds managed by the financial advisor on a discretionary basis. Limitations on Rights to Hold or Vote Shares Except as described in “Voting Rights” and “Take-overs” above. Takeovers The Companies Act. Indemnity As permitted by Singapore law. Liquidation or Other Return of Capital If our Company is liquidated or in the event of any other return of capital. in 30% or more of the voting shares in our Company must extend a takeover offer for the remaining voting shares in accordance with the provisions of the Singapore Code on Take-overs and Mergers. subject to any special rights attaching to any other class of shares. whether civil or criminal. Such rights are subject to any conditions attached to such issue and the regulations of any stock exchange on which our Company is listed.

as they think fit to remedy any of the following situations:(a) the affairs of the Company are being conducted or the powers of the Board of Directors are being exercised in a manner oppressive to. including the applicant. provide for the purchase of a minority Shareholder’s shares by the other Shareholders or by our Company and. provide that the Memorandum of Association or the Articles be amended. one or more of the Shareholders. regulate the conduct of the affairs of our Company in the future. or threatens to take an action. or the Company takes an action. or provide that our Company be wound up. or is otherwise prejudicial to. Without prejudice to the foregoing. or propose to pass a resolution. (b) Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no way limited to those listed in the Companies Act itself. or the Shareholders pass a resolution. or on behalf of. one or more of the Shareholders. authorise civil proceedings to be brought in the name of. which unfairly discriminates against. or in disregard of the interests of. Singapore courts may:(a) (b) (c) direct or prohibit any act or cancel or vary any transaction or resolution. which gives the Singapore courts a general power to make any order. (d) (e) (f) D-4 .APPENDIX D – DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO SHARES Minority Rights The rights of minority Shareholders of Singapore-incorporated companies are protected under Section 216 of the Companies Act. a corresponding reduction of its share capital. in the case of a purchase of shares by our Company. our Company by a person or persons and on such terms as the court may direct. upon application by any Shareholder of our Company.

taxation. copyright. provide access to its minute book and registers upon request. The Australian court system is also tiered into Federal and State levels. The State court systems are headed by State supreme courts. defence. E-1 . Annual Returns All companies must lodge an annual return for each calendar year with the ASIC before 31 January the following year. Australian law is derived not only from legislation passed by the three tiers of government but also from common law derived from the English common law and developed by the Australian courts. such as foreign affairs. as are all forms lodged with the ASIC. There are three tiers of government: Federal. The Government body primarily responsible for the administration and enforcement of the Corporations Act is the Australian Securities and Investments Commission (“ASIC”). which generally have jurisdiction to hear matters on State law. Registered foreign companies are also required to specify their jurisdiction of registration on these documents.m. however. on weekdays). trade practices. The ASIC regulates the registration of companies and foreign companies in Australia and maintains a publicly available database on every registered entity. communications. The jurisdiction of the Federal Parliament on these subjects is concurrent with State and Territory jurisdiction but in the event of inconsistency Federal law prevails. The Federal court system is headed by the High Court of Australia. which has jurisdiction to decide constitutional matters and is the country’s highest court of appeal. immigration. South Australia and Tasmania) and two Territories (Australian Capital Territory and Northern Territory). which must be open to the public for not less than three hours a day during normal business hours (i. Australia is divided by a written Constitution into a federation of six States (New South Wales. State (or Territory) and Local. social security. bankruptcy. Registered Office Every public company must have a registered office in Australia. Queensland.APPENDIX E – SUMMARY OF RELEVANT AUSTRALIAN LAWS AND REGULATIONS THE LEGAL SYSTEM Australia has a federal system of government that is based on the Westminster parliamentary model. to 5 p. 9 a. trade marks and patents.m. BUSINESS STRUCTURES – CORPORATIONS The Corporations Act and the ASIC All corporations in Australia must comply with the provisions of the Corporations Act. Compliance and Reporting Requirements ACN/ARBN Both Australian companies and registered foreign companies are required to display their name and Australian Company Number (“ACN”) or Australian Registered Body Number (“ABRN”) on all public documents and negotiable instruments. The annual return is available for inspection by the public.e. A proprietary company must have a registered office for service of documents but need not keep that office open at specified times. The Australian Constitution confers jurisdiction on the Federal Parliament to make laws with respect to certain matters. A proprietary company must. Western Australian. Victoria.

officers. rules relating to dividends and rules relating to the transfer of shares) will be set out in: the company’s constitution (if the company has adopted or retained one). A proprietary company is not required to hold annual general meetings unless required by its company constitution. All companies that are required to prepare and lodge financial statements must prepare those statements in accordance with Australian Accounting Standards. as well as of certain other matters concerning the business of the company. or it is controlled by a foreign company (except where the foreign company lodges a financial report covering the Australian subsidiaries). Records All companies must maintain registers of members. or a combination of the replaceable rules and a constitution. voting rights. E-2 . or the replaceable rules set out in the Corporations Act. the value of the consolidated gross assets at the end of the financial year of the company and the entities it controls (if any) is less than A$5 million. The ASIC must be notified of any changes to the company name. and/or the company and the entities it controls (if any) have fewer than 50 employees at the end of the financial year. Small proprietary companies do not have to prepare an annual financial report or have it audited unless: it is requested to do so by shareholders holding at least 5% of voting shares in the company. registered office. office holders. and share capital of a company. option holders. Public companies must lodge a copy of their constitution and any amendments to that constitution with the ASIC. Meetings Public companies must hold annual general meetings at lease once every calendar year and within 5 months of the end of the financial year. Internal Governance Rules relating to the internal governance of a company (such as the procedure for convening directors’ meetings. Large proprietary companies and public companies must prepare and lodge audited financial statements with the ASIC. appointment of company officers. it is requested to do so by the ASIC.APPENDIX E – SUMMARY OF RELEVANT AUSTRALIAN LAWS AND REGULATIONS Financing Reporting and Audit The reporting requirements for companies differ between public companies and small and large proprietary companies. A small proprietary company is a company that satisfies at least two of the following tests: the consolidated gross operating revenue for the financial year of the company and the entities it controls (if any) is less than A$10 million. debenture holders and charges.

Companies An Australian resident company is liable to pay Australian income tax on income and capital gains derived from all sources. The fringe benefits tax rate is 48. (b) Australia has a number of Double Taxation Agreements (“DTA”) with other countries that in principle adopt the form of the 1977 Organisation for Economic Co-operation and Development (“OECD”) model treaty. The payment of tax on income and gains derived from non-Australian sources is subject to certain accruals. the main taxes being as follows: Federal taxes: income tax (including capital gains tax) fringe benefits tax superannuation guarantee charge withholding taxes goods and services tax customs and excise duties resource rent tax State taxes: stamp duty payroll tax land tax Income Tax The principal tax in Australia is income tax which is governed by the Australian Income Tax Assessment Acts. relief from double taxation may be available. The rate of company tax on income is 30% and there is an imputation system for dividends paid from taxed profits. E-3 . taxation and foreign tax credit provisions. and the assessable income of non-residents of Australia derived from Australian sources and on capital gains made in respect of assets having a connection with Australia.APPENDIX E – SUMMARY OF RELEVANT AUSTRALIAN LAWS AND REGULATIONS TAXATION General Both Australian Federal and State Governments levy direct and indirect taxes.5%. The income tax regime imposes liability to pay tax on: (a) the assessable income of all Australian residents derived from all sources. within or outside Australia. The Australian Taxation Office is the authority responsible for administering Australia’s income tax system. whether within or outside Australia. companies are required to pay tax on fringe benefits paid to employees. If a non-resident subject to Australian income tax is resident of a country having a DTA with Australia. The rates of income tax vary depending upon the structure of the Australian operations. In addition to tax on income.

Where a consolidated group is formed. rather than as separate income tax entities. and financing transactions. Net capital losses can be applied against future capital gains. Stamp Duty Stamp duty is a State / Territory tax levied on a wide range of transactions. Any capital losses that are realised on disposal of an asset can be offset against capital gains. A recipient of goods or services that is a registered business entity will be able to claim an input tax credit for the amount of Australian GST that it has paid. either at a fixed rate or in proportion to the value of the transaction. Accordingly. Certain capital gains tax relief is available where capital assets are transferred between commonly owned corporations. such as transfers of property. Trusts Trusts are not treated as separate legal entities under the Australian income tax system. and on dealings in real property and other property rights. The beneficiaries of a trust will be assessed for tax on their share of the net income of the trust if they are presently entitled to the income of the trust.000 or more. by business entities. The government regulatory body responsible for administering and enforcing the TPA is the Australian Competition and Consumer Commission (“ACCC”). Australian GST is charged at a flat rate of 10% and is levied on the supply of goods and services. Capital Gains Tax Capital gains arising from the disposal of assets acquired after 19 September 1985 are treated as income and are taxable. a trust is not liable to pay tax. although the trustee of a trust must lodge an income tax return on behalf of the trust. Obligations in relation to stamping and the rates of stamp duty vary from jurisdiction to jurisdiction. An entity is required to pay Australian GST when it is registered or required to be registered for Australian GST purposes. dealings in certain shares and unit trusts. The input tax credit is offset against any Australian GST on goods or services that the recipient pays on supplies to its own customers. An entity is required to be registered for Australian GST if its annual turnover is A$50.APPENDIX E – SUMMARY OF RELEVANT AUSTRALIAN LAWS AND REGULATIONS Tax losses incurred after the 1989/90-tax year can be carried forward indefinitely provided that certain tests requiring continuity of ownership of the business or continuation of the same business are satisfied. An income tax consolidation regime has been introduced that allows a group of Australian entities with a common parent holding 100% of the beneficial interest in each of the entities to form a consolidated group. E-4 . TRADE PRACTICES The Australian Trade Practice Act (“TPA”) is Federal legislation which encourages competition and the performance of a free market. only the parent company will be subject to tax as each of the subsidiary companies are treated as part of the parent company. The TPA prohibits or restricts: certain types of exclusive dealing arrangements (such as arrangements that restrict the free trade of goods or services). Goods and Services Tax A goods and services tax (“Australian GST”) has been in operation in Australia since 1 July 2000. Tax losses incurred in any year can be carried forward and offset against the future income of the trust but cannot be distributed to or otherwise made available to beneficiaries in their personal capacity.

au” domain name which is only allocated to commercial entities with a “close and substantial connection” to the domain name. “. trade marks and designs.au” domain names do not own the domain name.org.au” and “. auDA is the Australian Government endorsed policy authority and industry self-regulatory body for the . patents.au”. renewable for successive 10-year terms. and issued by accredited registrars of “. The ACCC may authorise some types of restrictive trade practices and mergers or acquisitions when the public benefit to result from the practice outweighs any resulting lessening of competition in the market.APPENDIX E – SUMMARY OF RELEVANT AUSTRALIAN LAWS AND REGULATIONS various restrictive or anti-competitive trade practices (for example. agreements between competitors to fix or control prices. Domain names are managed by. copyright and designs.au” Domain Administration Ltd (“auDA”). the TPA provides for a product liability and product recall regime. abuse of a position of market power.asn. The Australian Trade Marks Act affords greater protection and available remedies to the holders of registered trade marks than would be available to unregistered trade mark owners under the common law and Australia’s consumer protection laws. misrepresentation and unconscionable or unfair business dealings. IP Australia is the Australian government agency responsible for granting rights in patents. Domain Names Domains available in Australia include “. “.au domain space. E-5 . resale price maintenance (i. but acquire a licence to use the domain name for a specified period of time.au”. Trade Marks Trade Marks are registrable with IP Australia pursuant to the Australian Trade Marks Act and can be registered for an initial term of 10 years. All these forms of protection are governed by Federal legislation. subject to the licence terms and conditions of the applicable registrar of the domain name. supplying goods or services on the condition that any resupply will not be below a specified price). INTELLECTUAL PROPERTY General The principal forms of intellectual property protection available in Australia are trademarks.e. and mergers or acquisitions that result in a substantial lessening of competition in Australian markets (including takeovers and the merger or acquisition of assets affected outside Australia which have an effect on competition in Australia). collusive tenders or contracts in restraint of trade).au”. The most relevant domain name available to businesses in Australia is the “. In addition. Domain names and business/trade names are also used to protect intellectual property and are governed by a legislative regime.com. Registrants of “. The TPA also contains prohibitions aimed at protecting consumers against misleading and deceptive conduct. agreements between competitors in relation to the division of markets between them.com.net.

For certain classes of workers. Registration itself does not afford any specific protection or remedies to the proprietors of registered business names in the way that registration of a trademark does. and unfair dismissals. workplace discrimination. compulsory superannuation contributions by employers. known as Australian Workplace Agreements. redundancies. These enterprise agreements are generally specific to a particular group of employees at a particular workplace and are enforceable as if they were Awards. E-6 . Trade unions usually represent employees in negotiating Awards. made with individual employees whose work would otherwise be governed by an Award. Enterprise Level and Individual Agreements Legislation also accommodates agreements between employers and unions at an enterprise level. thereby affording some protection for registered business names. Subject to the requirements of any applicable Awards. employers can negotiate employment contracts with their employees. including: leave entitlements. State and Territory legislation regulate the terms of employment of workers in Australia. Provision is also made for agreements.APPENDIX E – SUMMARY OF RELEVANT AUSTRALIAN LAWS AND REGULATIONS Business Names Any company or entity carrying on business under a name other than the company’s or individual’s own name must register that name as a business name in the Australian State or Territory in which the business trades. Although the Australian State and Territory bodies responsible for registration of business names implement a policy of rejecting applications for registration of business names that are identical or similar to already registered business names or company names. there is a diversity of Australian Federal and State legislation dealing with employment matters. EMPLOYMENT AND INDUSTRIAL RELATIONS Awards Australian Federal. unfair contracts. Most non-management employees in Australia are covered by “Awards” established by industrial relations tribunals to set down minimum conditions of employment for categories of workers. Australian Federal or State Industrial Awards apply. workers’ compensation. Statutory Obligations In addition to the various Awards. occupational health and safety.

The FIC Guidelines require that. Any proposed acquisition of interest in a local company or business in Malaysia by any means. The FIC issues guidelines periodically and the latest guidelines were issued on 1 August 2004 effective on 21 May 2003 (the “FIC Guidelines”). regardless of whether the value is less than RM10 million. approval of the FIC be obtained in respect of the following transactions:(i) Any proposed acquisition of interest in a local company or business in Malaysia which is RM10 million or more in value. The FIC was set up to regulate the acquisition of interests. in any local company or business in Malaysia. (ii) (iii) (b) regardless of whether the value is less than RM10 million with the exception of open market acquisitions on Bursa Malaysia meant for short term holdings.APPENDIX F – SUMMARY OF RELEVANT MALAYSIAN LAWS AND REGULATIONS Set out below is a summary of certain material provisions of Malaysian law in effect as of the date hereof that may apply to Old Chang Kee Malaysia. 1. which results in the transfer of ownership or control to foreign interests. in any local company or business in Malaysia. Foreign Investment Committee The Foreign Investment Committee (“FIC”) is part of the Economic Planning Unit of the Malaysia’s Prime Minister’s Department. mergers and take-overs by local and foreign interests. (b) regardless of whether the value is less than RM10 million with the exception of open market acquisitions on Bursa Malaysia meant for short term holdings. Any proposed acquisition of interest by:(a) any foreign interest of 15% or more of the voting right of any local company or business in Malaysia. which will result in an increase in the voting rights to 15% or more. or associated or non-associated group of foreign interests. This summary does not purport to be a complete review of all laws in Malaysia that are applicable to Old Chang Kee Malaysia. of an aggregate of 30% or more of the voting rights of any local company or business in Malaysia. (v) Any proposed acquisition of interest and control of more than 50% of the voting rights in any local company or business in Malaysia by local interest. or any associated or non-associated group of foreign interests. Any proposed merger or take-over of any local company or business in Malaysia by local or foreign interests. (vi) F-1 . by local or foreign interests. Certain government bodies such as the Securities Commission (established under section 3 of the Securities Commission Act 1993). which in aggregate will result in an increase in the voting rights to 30% or more. Bank Negara Malaysia and the land offices take a very strict view of the FIC Guidelines and failure to comply will usually mean that approvals will be withheld or are made conditional upon compliance with the relevant FIC Guidelines. (iv) Any proposed acquisition of interest as in paragraph (iii) by:(a) foreign interest.

technical assistance agreement or other arrangements. mergers and take-overs by local and foreign interests. under the FIC Guidelines. and any acquisition of interests in companies granted the status of operational headquarters. there are exemptions for acquisition of interests. companies and their subsidiaries owned by the Federal or State Governments. Any control of a local company or business in Malaysia through any form of management agreement. and these include but are not limited to the acquisition of interests in Multimedia Super Corridor (“MSC”) status companies.APPENDIX F – SUMMARY OF RELEVANT MALAYSIAN LAWS AND REGULATIONS (vii) (viii) Any proposed joint venture involving two or more parties in a local company. Charging of such shares is allowed if all of the loan taken would be utilised for the operation of its business in Malaysia only. any acquisition of interests in manufacturing companies licensed by the Ministry of International Trade and Industry. F-2 . and Any charging of shares in a local company to any foreign interest where the value of loan or the market value of the shares is RM10 million or more. (ix) (x) However. Any transaction by statutory bodies.

The power to interpret laws is vested by PRC Constitution in the Standing Committee of the NPC. the power to give interpretation of regional regulations is vested in the regional legislative and administration organs which promulgate such regional regulations. The local people’s courts are divided into three levels. PRC legal system PRC legal system is based on PRC Constitution and is made up of written laws. Ministries and commissions under the State Council of PRC are also vested with the power to issue orders. Administrative rules. After sufficient experience has been gained. civil affairs. orders and regulations issued by its ministries and commissions. where the circumstances so warrant. directives and orders promulgated by the State Council and its ministries and commissions must not be in conflict with PRC Constitution or the national laws and.APPENDIX G – SUMMARY OF RELEVANT PRC LAWS AND REGULATIONS Set out below is a summary of certain material provisions of PRC law in effect as of the date hereof that may apply to Old Chang Kee China. the local people’s courts. At the regional level. the people’s congresses of provinces. namely. Court decisions do not constitute binding precedents. All such interpretations carry legal effect. the basic people’s courts. The Standing Committee of the NPC is empowered to interpret. The intermediate people’s courts have divisions similar to those of the basic people’s courts and. intermediate people’s courts and higher people’s courts. Judicial system The People’s Courts are the judicial organs of PRC. Under PRC Constitution and the Law of the Organisation of the People’s Courts of the People’s Republic of China . may have other special G-1 . The National People’s Congress of PRC (“NPC”) and the Standing Committee of the NPC are empowered by PRC Constitution to exercise the legislative power of the state. criminal offences and other matters. At the regional level. regulations and other regulatory documents. This summary does not purport to be a complete review of all laws in PRC that are applicable to Old Chang Kee China. the Standing Committee of the NPC has the power to annul such administrative rules and regulations enacted by the State Council and the State Council has the power to annul such directives. The State Council and its ministries and commissions are also vested with the power to give interpretation on the rules and regulations which they promulgated. These local rules and regulations may not be in conflict with PRC Constitution. According to the Decision of the Standing Committee of the NPC Regarding the Strengthening of Interpretation of Laws passed on 10 June 1981. The NPC has the power to amend PRC Constitution and to enact and amend primary laws governing the state organs. military courts and other special courts. enact and amend laws other than those required to be enacted by the NPC. Rules. the People’s Courts comprise the Supreme People’s Court. regulations and directives within the jurisdiction of their respective departments. The basic people’s courts are divided into civil. The State Council of PRC is the highest organ of state administration and has the power to enact administrative rules and regulations. regulations or directives may be enacted or issued at the provincial or municipal level or by the State Council of PRC or its ministries and commissions in the first instance for experimental purposes. any national laws or any administrative rules and regulations promulgated by the State Council except as otherwise provided by the Constitution or laws. criminal and administrative divisions. regulations. municipalities and autonomous regions and their standing committees may enact local rules and regulation and the people’s government may promulgate administrative rules and directives applicable to their own administrative area. the State Council may submit legislative proposals to be considered by the NPC or the Standing Committee of the NPC for enactment at the national level. in the event that any conflict arises. the Supreme People’s Court has the power to give general interpretation on application of laws in judicial proceedings apart from its power to issue specific interpretation in specific cases.

Arbitration and enforcement of arbitral awards The Arbitration Law of PRC (the “Arbitration Law”) was promulgated by the Standing Committee of the NPC on 31 August 1994 and came into effect on 1 September 1995. The Civil Procedure Law contains regulations on the institution of a civil action. It supervises the administration of justice by the people’s courts of all levels. an arbitration committee may. and deems it necessary to have the case retried. The people’s courts adopt a system of two instances.APPENDIX G – SUMMARY OF RELEVANT PRC LAWS AND REGULATIONS divisions (such as intellectual property divisions). among other matters. the procedures in conducting a civil action. Judgments or orders of the first instance of the Supreme People’s Court are also final and binding. he shall refer it to the judicial committee of the said court for discussion and decision of the retrial. A foreign judgment or ruling may also be recognised and enforced according to PRC enforcement procedures by the people’s courts in accordance with the principle of reciprocity or if there exists an international or bilateral treaty with or acceded to by the foreign country that provides for such recognition and enforcement. The Supreme People’s Court is the highest judicial organ of PRC. If. before the promulgation by PRC Arbitration Association of arbitration regulations. Judgments or orders of the second instance at the next higher level are final and binding. the time limit is one year. A foreign national or foreign enterprise is accorded the same litigation rights and obligations as a citizen or legal person of PRC. the Supreme People’s Court or a people’s court at a higher level finds any error in a final and binding judgment which has taken effect in any people’s court at a lower level. The people’s procuratorates also have the right to exercise legal supervision over the proceedings of people’s courts of the same and lower levels. or if the president of a people’s court at any level finds definite error in a legally effective judgment or written order of his court. A party may before the taking effect of a judgment or order appeal against the judgment or order of the first instance of a local people’s court to the people’s court at the next higher level. The jurisdiction may also be selected by express agreement by the parties to a contract provided that the jurisdiction of the people’s court selected has some actual connection with the dispute. If any party to a civil action refuses to comply with a judgment or order made by a people’s court or an award made by an arbitration body in PRC. or the subject-matter of the proceedings is located in the jurisdiction selected. the jurisdiction of the people’s courts. PRC civil procedures are governed by the Civil Procedure Law of PRC (the “Civil Procedure Law”) adopted on 9 April 1991. trade dispute involving foreign parties where the parties have entered into a written agreement to refer the matter to arbitration before an arbitration committee constituted in accordance with the Arbitration Law. It is applicable to. Under the Arbitration Law. the parties are not permitted to institute legal proceedings in a people’s court. trial procedures and procedures for the enforcement of a civil judgment or order. G-2 . If both parties to the dispute are legal persons or other entities. order or award. The judicial functions of the people’s courts at lower levels are subject to supervision of people’s courts at higher levels. unless the people’s court considers that the recognition or enforcement of the judgment or ruling will violate fundamental legal principles of PRC or its sovereignty. or the contract was executed or implemented in the jurisdiction selected. the plaintiff or the defendant is located or domiciled. All parties to a civil action conducted within the territory of PRC must comply with the Civil Procedure Law. formulate interim arbitration rules in accordance with the Arbitration Law and PRC Civil Procedure Law. it may decide to retry the case. Where the parties have by a written agreement provided arbitration as a method for dispute resolution. There are time limits on the right to apply for such enforcement. A civil case is generally heard by a court located in the defendant’s place of domicile. A party seeking to enforce a judgment or order of a people’s court against a party who or whose property is not within PRC may apply to a foreign court with jurisdiction over the case for recognition and enforcement on such judgment or order. that is to say. however. security or social or public interest. Where at least one of the parties to the dispute is an individual. the aggrieved party may apply to the people’s court to enforce the judgment. the time limit is six months.

which took effect on 1 January 2006. the other party to the award may apply to the people’s court for enforcement. which came into effect on 1 July 1991. It was declared by the Standing Committee of the NPC at the time of accession of PRC that (i) PRC would only recognise and enforce foreign arbitral awards on the principle of reciprocity and (ii) PRC would only apply the New York Convention in disputes considered under PRC laws to be arising from contractual and non-contractual mercantile legal relations. PRC has acceded to the Convention on the Recognition and Enforcement of Foreign Arbitral Award (“New York Convention”) adopted on 10 June 1958 pursuant to a resolution of the Standing Committee of the NPC passed on 2 December 1986. Implementing Rules of the Income Tax Law of PRC on Foreign Investment Enterprises and Foreign Enterprises promulgated by the State Council. an arbitral award made by a foreign arbitration body may be recognised and enforced by PRC courts in accordance with the principles of reciprocity or any international treaty concluded or acceded to by PRC. The New York Convention provides that all arbitral awards made by a state which is a party to the New York Convention shall be recognised and enforced by other parties to the New York Convention subject to their right to refuse enforcement under certain circumstances including where the enforcement of the arbitral award is against the public policy of the state to which the application for enforcement of the arbitral award is made. Similarly. Notice Relating to Taxes Applicable to Foreign Investment Enterprises and Foreign Enterprises and Foreign Nationals in Dividends and Gains obtained from Holding and Transferring of Shares promulgated by State Administration of Taxation on 21 July 1993. an absence of material evidence or irregularities over the arbitration proceedings or the jurisdiction or constitution of the arbitration committee and in other circumstances as provided in the Civil Procedure Law. an arbitral award is final and binding on the parties and if a party fails to comply with an award. notices and decisions related to foreign investment enterprises and their investors (collectively referred to as “Applicable Foreign Enterprises Tax Law”) include the following:(1) Income Tax Law of PRC on Foreign Investment Enterprises and Foreign Enterprises adopted by the NPC on 9 April 1991. A party seeking to enforce an arbitral award of a foreign affairs arbitration body of PRC against a party who or whose property is not within PRC may apply to a foreign court with jurisdiction over the case for enforcement.APPENDIX G – SUMMARY OF RELEVANT PRC LAWS AND REGULATIONS Under the Arbitration Law. regulations. Implementing Rules of the Income Tax Law Applicable to Individuals of PRC(amended in 2005) promulgated by the State Council. which came into effect on 1 July 1991. and Notice on Relevant Policies Concerning Individual Income Tax issued by Ministry of Finance and State Administration of Taxation on 13 May 1994. In respect of contractual and non-contractual commercial law-related disputes which are recognised as such for the purposes of PRC law. (2) (3) (4) (5) (6) G-3 . A people’s court may refuse to enforce an arbitral award made by an arbitration committee if there were mistakes in the applicable law. Taxation The existing applicable income tax laws. Income Tax Law Applicable to Individuals of PRC (amended in 2005) adopted by the NPC on 10 September1980 and amended twice by the Standing Committee of the NPC.

APPENDIX G – SUMMARY OF RELEVANT PRC LAWS AND REGULATIONS Based on the foregoing. royalty and other income from sources in PRC derived from a foreign enterprise which has no establishment in PRC is subject to a 20% withholding tax. Two new laws. shall be subject to a unified applicable enterprises income tax rate 25%. G-4 . subject to reduction as provided by any applicable double taxation treaty. A foreign investment enterprise engaged in production having a period of operation of not less than ten years shall be exempted from income tax for the first two profit-making years and a 50% reduction in the income tax payable for the next three years. foreign investment enterprises (including sino-foreign equity joint ventures. Losses incurred in a tax year by any enterprise with foreign investment and by an establishment or a place set up in PRC by a foreign enterprise engaged in production or business operations may be made up by the income of the following tax year and this may be carried forward for not more than five years. which are named (i) Enterprises Income Tax Law of PRC adopted by the Standing Committee of the NPC on 16 March 2007. foreign enterprises having an establishment or a place in Special Economic Zones engaged in production or business operations and the foreign investment enterprises engaged in production established in Economic and Technological Zones may pay income tax at a reduced rate of 15%. According to the New Enterprises Income Tax Law. rental. Notwithstanding the abovementioned description. autonomous regions and municipalities directly under the central government may grant exemptions from or reduce local income tax for a foreign investment enterprise engaged in an industry or a project encouraged by the State. The people’s governments of the provinces. Foreign investment enterprises established in Special Economic Zones. income such as dividends. and (ii) Implementation Rules of Enterprises Income Tax Law of PRC promulgated by the State Council on 6 December 2007 (collectively referred to as “New Enterprises Income Tax Law”) will come into effect as of 1 January 2008. (b) Tax on dividends from PRC enterprises with foreign investment According to the Applicable Foreign Enterprises Tax Law. Foreign investment enterprises engaged in production established in coastal economic open zones or in the old urban districts of cities where the Special Economic Zones or the Economic and Technological Development Zones are located may pay income taxes at a reduced rate of 24%. the enterprises established within the territory of China in accordance with Chinese laws and regulations (referred to as “PRC Enterprises”). (a) Income tax on foreign investment enterprises According to the Applicable Foreign Enterprises Tax Law. sino-foreign co-operative joint ventures and wholly foreign-owned enterprises established in the territory of PRC) is required to pay a national income tax at a rate of 30% of their taxable income and a local income tax at a rate of 3% of their taxable income. including the foreign investment enterprises. the Income Tax Law of PRC on Foreign Investment Enterprises and Foreign Enterprises and the Implementing Rules of the Income Tax Law of PRC on Foreign Investment Enterprises and Foreign Enterprises shall be annulled as of 1 January 2008. unless the relevant income is specifically exempted from tax under the Applicable Foreign Enterprises Tax Law. The industries and projects with key support and under encouraged development by the State may be given preferential enterprise income tax treatment. profits. The profit derived by a foreign investor from a PRC enterprise with foreign investment is exempted from PRC income tax according to the Applicable Foreign Enterprises Tax Law.

gradually transit to the tax rate provided in the New Enterprises Income Tax Law within five years. pursuant to the provisions of the State Council.APPENDIX G – SUMMARY OF RELEVANT PRC LAWS AND REGULATIONS Small-scale PRC Enterprises. However. with minimal profits which are qualified are subject to the applicable enterprise income tax rate with a reduction of 20%. G-5 . the preferential period shall be calculated from the year the New Enterprises Income Tax Law is implemented. Where such enterprises enjoy regular tax exemption and reduction. PRC Enterprises. set up with approval prior to the promulgation of the New Enterprises Income Tax Law that enjoy low preferential tax rate in accordance with the tax laws and administrative regulations at the current period may. High and new technology PRC Enterprises that require key state support are subject to the applicable enterprise income tax rate with a reduction of 15%. including the foreign investment enterprises. the treatment continues to apply until expiry after the implementation of the New Enterprises Income Tax Law. including the foreign investment enterprises. those that fail to be entitled to this treatment by reason of not making any profits.

If the board of directors fails to call a shareholders’ meeting to be held within one month of the date of receipt of such request the said shareholders may call the meeting by themselves. a shareholder may make such a claim. the board of directors may call an extraordinary general meeting of the shareholders at any time the board considers it expedient to do so. In the event a director has caused damage to the company and the company does not make a compensation claim against such director (the prescription period being one year from the date on which the company has knowledge of the breach and the person committing the breach or ten years from the date of such breach). unless prescribed otherwise in the articles of association. All shareholders’ meetings must take place by way of physical meetings. Minority Oppression Rights (1) Any shareholder. if such act or omission to act by a director is likely to cause damage to the company. a shareholder who will undertake the above actions must hold shares in the company at the time such directors performs or does not perform the act which causes or is likely to result in damage to the company. including the shareholders’ resolution in good faith and with care to preserve the interest of the company. (3) Shareholder Action by Written Consent Thai law does not make provision for shareholders of a private company to pass any resolution by written means. but the reasons for calling such meeting shall be clearly stated in such request. the Civil and Commercial Code (“CCC”) in effect as of the date hereof that may apply to Old Chang Kee Thailand. provided that: such act or omission to act causes damage to the company. the objectives and articles of association of the company. then. In any event. any shareholder may make a request for the court to order that such act be stopped. H-1 . (2) Unless a general meeting of Shareholders has given a prior consent. and the company does not claim compensation from such director even though a shareholder has notified the company to do so. either for his own benefit or for the benefit of other person(s). Shareholder Proposals Pursuant to the CCC. may bring an action to the court to claim compensation from a director (on behalf of the company) in the case where a director performs an act or does not perform any act which constitutes non-compliance with the law. In addition.APPENDIX H – SUMMARY OF RELEVANT THAI LAWS AND REGULATIONS Set out below is a summary of certain material provisions of Thai law. This summary does not purport to be a complete review of all laws in Thai that are applicable to Old Chang Kee Thailand. In addition. a director may not operate any business which has the same nature as and is in competition with the business of the company nor become a partner in an ordinary partnership or a partner with unlimited liability in a limited partnership or a director of a private company or any other company operating business which has the same nature as and is in competition with the business of the company. i.e. shareholders holding shares in aggregate amounting to not less than one-fifth of the total number of shares sold may submit their names in request directing the board of directors to call an extraordinary general meeting at any time.

and recovery is hopeless. by the lapse of such period. or the number of shareholders decreases to fewer than seven. if incorporated for a period of time. Winding Up (1) Dissolution Where any one of the following grounds exists. Passage requires an affirmative threefourths majority vote cast at the first meeting and a two-thirds majority vote cast at the second meeting. instead of dissolving the company. Furthermore. the company has not commenced its business within a year from the date of registration or suspends its business for a whole year. preferential rights accruing to shares already issued shall not be changed. Variation of rights of shares Under the CCC. or when the company becomes bankrupt. if incorporated for a single undertaking. a company may also be dissolved by a court order on the following grounds: (i) default is made in filing the minutes of the statutory meeting or in holding the statutory meeting. A preferred share may have less than one vote if clearly specified in the articles of association of the company. by the termination of such undertaking. direct that the minutes of the statutory meeting be filed or the statutory meeting be held as it may deem fit. if any. A statutory special resolution is defined as a resolution passed and confirmed at two consecutive shareholders’ meetings held after an interval of at least 14 days but not more than 6 weeks and after due notices have been given to all the shareholders. the business of a company. will bring only losses. by a statutory special resolution to dissolve. Alteration of memorandum of association and articles of association A company may amend its memorandum of association or articles only when a shareholders’ special resolution is passed. if operated further. provided by its articles of association. a company shall be dissolved: (i) (ii) (iii) (iv) (v) in the cases. (ii) (iii) (iv) However. the court may. in the case of default in filing the minutes of the statutory meeting or in holding the statutory meeting. A company shall apply to register the amendment within 14 days of the date on which the resolution was passed at the meeting.APPENDIX H – SUMMARY OF RELEVANT THAI LAWS AND REGULATIONS Dissolution. H-2 .

All individuals resident and non-resident. I-1 . Gains on Disposal of our Shares Singapore does not impose tax on capital gains. One-tier tax exempt dividends on our Shares are tax exempt in the hands of our shareholders. there are no specific laws or regulations which deal with the characterisation of capital gains. gains may be construed to be of an income nature and subject to tax especially if they arise from activities which the Inland Revenue Authority of Singapore (“IRAS”) regards as the carrying on of a trade in Singapore. Under this system. all foreign-source income received in Singapore by all individuals will be exempt from Singapore tax. when we distribute dividends. we will pay one-tier tax exempt dividends to our shareholders. Prospective investors should consult their tax advisors regarding Singapore tax and other tax consequences of owning and disposing of the Shares. and does not purport to be a comprehensive nor exhaustive description of all the tax considerations that may be relevant to a decision to purchase the Shares. In addition.000 of the company’s chargeable income. are subject to income tax on the income accrued in or derived from Singapore. subject to certain exceptions. for financial /calendar year ending in 2004). Under this system. the corporate tax rate will be reduced to 18%. and 50% of the next S$300. The corporate tax rate in Singapore is 20% up to the year of assessment 2007 i. 75% of the first S$10. subject to certain exceptions. or if he resides in Singapore. financial year ended 2007). holding or disposal of the Shares. he was physically present in Singapore or exercised an employment in Singapore (other than as a director of a company) for 183 days or more. With effect from the year of assessment 2008 (i. The discussion is limited to a general description of certain tax consequences in Singapore with respect to ownership of the Shares by Singapore investors.000 will be exempt from corporate tax. Non-resident corporate taxpayers are subject to income tax on income that is accrued in or derived from Singapore. The above tax exemption will not apply to Singapore dividends with franking credits.e. Dividend Distributions Singapore moved to the one-tier corporate tax system with effect from 1 January 2003. in the preceding year. purchase. SINGAPORE INCOME TAX General Singapore tax residents are subject to Singapore income tax on income that is accrued in or derived from Singapore and on foreign income received in Singapore. and on foreign income received in Singapore. It is emphasised that neither the Company. no assurance can be given that courts or fiscal authorities responsible for the administration of such laws will agree with this interpretation or that changes in such laws will not occur. For a Singapore tax resident individual. While this discussion is considered to be a correct interpretation of existing laws in force.e. the Directors nor any other persons involved in the Invitation accepts responsibility for any tax effects or liabilities resulting from the subscription for.e. With effect from year of assessment 2005 (i. However. An individual is tax resident in Singapore in a year of assessment if.APPENDIX I – TAXATION TAXATION The following is a discussion of certain tax matters arising under the current tax laws in Singapore and is not intended to be and does not constitute legal or tax advice. the tax collected from corporate profits is final and all Singapore dividends paid by Singapore tax resident companies to their shareholders are exempt from tax (referred hereinafter as “one-tier tax exempt dividends”). The latter exemption will not apply to such income received from a partnership in Singapore. We are in the one-tier corporate tax system. the rate of tax will vary according to the individual’s circumstances but is subject to a current maximum rate of 20%. subject to certain exceptions. A company is tax resident in Singapore if the control and management of its business is exercised in Singapore. and hence. the financial year ended in 2006.

I-2 . owned by individuals who are domiciled in Singapore. Stamp duty is payable on the instrument of transfer of our Shares at the rate of $2. Estate Duty Singapore estate duty is imposed on the value of immovable property situated in Singapore owned by individuals who are not domiciled in Singapore. Movable assets of non-domiciles will be exempt from estate duty with respect to deaths occurring on or after 1 January 2002. For death from 1 January 2006. Our Shares are considered to be movable property situated in Singapore as we are a company incorporated in Singapore. is claimable as a refund from the Comptroller of GST. Any GST incurred by the investor in the making of this sale. if the same is a supply in the course of furtherance of a business. Singapore estate duty is payable to the extent that the value of our Shares aggregated with any other assets subject to Singapore estate duty exceeds $600.000.000 market value of our Shares registered in Singapore. The purchaser is liable for stamp duty.00 for every $1. Stamp Duty There is no stamp duty payable on the subscription of our Shares. the sale is a taxable sale subject to GST at zero-rate. Unless other exemptions apply to the other assets. Any GST directly or indirectly incurred by the investor in respect of this exempt supply is a cost to the investor. Where our Shares are sold by a GST-registered investor to a person belonging outside Singapore.000. stamp duty may be payable if the instrument of transfer which is executed outside Singapore is received in Singapore. Services such as brokerage. Goods and Services Tax (“GST”) The sale of our Shares by an investor belonging in Singapore to another person belonging in Singapore is an exempt supply not subject to GST. wherever it may be. subject to specific exemption limits. unless there is an agreement to the contrary.000 will be taxed at 5% of the first $12. for example. the government will allow the estate duty paid on the earlier death to be deducted from the estate duty payable on the same assets assessed in the beneficiaries’ subsequent deaths. our Shares held by an individual domiciled in Singapore are subject to Singapore estate duty upon such individual’s death. the separate exemption limit for residential properties. No stamp duty is payable if no instrument of transfer is executed or the instrument of transfer is executed outside Singapore. the disposal profit would be taxable.000 of the individual’s Singapore chargeable assets and thereafter at 10%. Individuals should consult their own tax advisors regarding the Singapore estate duty consequences of their ownership of our Shares. subject to specific exemption limits. Similar services rendered to an investor belonging outside Singapore are subject to GST at zero-rate. any excess beyond $600.APPENDIX I – TAXATION Any profits from the disposal of our Shares are not taxable in Singapore unless the seller is regarded as having derived gains of an income nature. Accordingly. graduating to the full estate duty payable if the deaths are more than 2 years apart. However. The relief will start at 100% if the deaths occur within 6 months of each other. Singapore estate duty is imposed on the value of most immovable property situated in Singapore and on most movable property. The above stamp duty is not applicable to electronic transfers of our shares through the CDP. handling and clearing services rendered by a GST-registered person to an investor belonging in Singapore in connection with the investor’s purchase. sale or holding of our Shares will be subject to GST at the current rate of 7%. in which case.

000. or IB Application. JOINT OR MULTIPLE APPLICATIONS SHALL BE REJECTED. you may be deemed to have committed an offence under the Penal Code (Chapter 224) of Singapore and the Securities and Futures Act (Chapter 289) of Singapore. Offer Shares Application Form. you may submit ONE application for Offer Shares OR ONE application for Placement Shares (other than Reserved Shares) provided that you adhere to the terms and conditions of this Prospectus.APPENDIX J – TERMS. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE You are invited to apply and subscribe for the 25. 2. Your application for the Placement Shares (other than Reserved Shares) may only be made by way of Placement Shares Application Forms. YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE NEW SHARES. YOUR APPLICATION MUST BE MADE IN LOTS OF 1. Your application for Offer Shares may be made by way of printed Offer Shares Application Forms or by way of ATM Application or IB Applications. You (not being an approved nominee company in this paragraph) are allowed to submit ONLY ONE application in your own name for:(a) the Offer Shares by any one of the following:(i) (ii) (iii) OR (b) the Placement Shares (other than Reserved Shares) by Placement Shares Application Form. Multiple applications or those appearing to be or suspected of being multiple applications will be liable to be rejected at our discretion. and your applications may be referred to the relevant authorities for investigation. Your application for Reserved Shares may only be made by way of Reserved Shares Application Forms. Placement Shares (other than Reserved Shares) or both Offer Shares and Placement Shares (other than Reserved Shares). all your applications shall be deemed to be multiple applications and shall be rejected.000 NEW SHARES AND HIGHER INTEGRAL MULTIPLES THEREOF. If you have made an application for Reserved Shares. or ATM Application. Such applications shall not be treated as multiple applications. J-1 . YOUR APPLICATION FOR ANY OTHER NUMBER OF NEW SHARES WILL BE REJECTED. If you submit or procure submissions of multiple share applications for Offer Shares. If you submit or procure submissions of multiple share applications for Offer Shares.000 New Shares at the Issue Price for each New Share subject to the following terms and conditions:1. Placement Shares (other than Reserved Shares) or both Offer Shares and Placement Shares (other than Reserved Shares). 3.

sole proprietorships. or you will not be able to complete your Electronic Application (if you apply by way of an Electronic Application). contained in the records of the relevant Participating Bank. such remittances or the processing thereof. If you possess more than one individual direct Securities Account with CDP. as the case may be. 9. If you do not have an existing Securities Account with CDP in your own name at the time of your application. is different from the address registered with CDP. licensed securities dealers in Singapore and nominee companies controlled by them. as the case may be. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY. our Company will give due consideration to the desirability of allotting the New Shares to a reasonable number of applicants with a view to establishing an adequate market for the Shares. 6. contained in the records of the relevant Participating Banks. where the application is made by way of an Application Form. your application shall be rejected. non-corporate bodies. Approved nominee companies are defined as banks. finance companies. your application will be rejected (if you apply by way of an Application form). in the name(s) of an approved nominee company or approved nominee companies after complying with paragraph 6 below. This right applies to applications made by way of Application Forms and by way of Electronic Applications. as the case may be) bear post office box numbers. such as name. Our Company further reserves the right to treat as valid any applications not completed or submitted or effected in all respects in accordance with the instructions set out in the Application Forms or the instructions for Electronic Applications or the terms and conditions of this Prospectus. as the case may be. your application shall be rejected if your particulars. or deriving from. in the case of Electronic Applications. merchant banks. your application is liable to be rejected. incorrectly completed or which is accompanied by an improperly drawn up or improper form of remittance. In deciding the basis of allotment. you must inform CDP of your updated address promptly. 8. differ from those particulars in your Securities Account as maintained with CDP. Any application by a trustee or trustees must be made in his/their own name(s) and without qualification or. 7. 10. or to scale down or to ballot any application. undischarged bankrupts. Our Company will not recognise the existence of a trust. joint Securities Account holders of CDP and from applicants whose addresses (furnished in their Application Forms or. partnerships. Our Company reserves the right to reject any application which does not conform strictly to the instructions set out in the Application Form and in this Prospectus or with the terms and conditions of this Prospectus. failing which the notification letter on successful allotment will be sent to your address last registered with CDP. If you have an existing Securities Account but fail to provide your Securities Account number or provide an incorrect Securities Account number in Section B of the Application Form or in your Electronic Application. NRIC/passport number. in the case of an Electronic Application. insurance companies. If your address as stated in the Application Form or. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 4. which is illegible. and also to present for payment or other processes all remittances at any time after receipt and to have full access to all information relating to. Subject to paragraph 8 below. and our Company will not entertain any enquiry and/or correspondence on our decision. nationality and permanent residence status provided in your Application Form or in the records of the relevant Participating Bank at the time of your Electronic Application. 5. J-2 . Our Company reserves the right to reject or to accept.APPENDIX J – TERMS. incomplete. OUR COMPANY WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY APPROVED NOMINEE COMPANIES ONLY. Our Company will not accept applications from any person under the age of 21 years. YOU MUST MAINTAIN A SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. without assigning any reason therefore. Applications made by persons acting as nominees other than approved nominee companies shall be rejected. in whole or in part.

(b) (c) (d) (e) J-3 . and representations and declarations made. to our Company. at your own risk. the Placement Agent and any other parties so authorised as the foregoing persons. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 11. an approved nominee and trustee applying for the Offer Shares by way of an Offer Shares Application Form or by way of an ATM Application or IB Application. 12. the terms and conditions set out in this Prospectus shall prevail. the Underwriter. an approved nominee and trustee applying for the Placement Shares (other than Reserved Shares) through the Placement Agent by way of a Placement Shares Application Form. 13. and agree and warrant that if the laws of any jurisdictions outside Singapore are applicable to your application. including the number of New Shares allotted to you pursuant to your application. agree that the aggregate Issue Price for the New Shares applied for is due and payable to our Company forthwith. warrant the truth and accuracy of the information contained. within 15 Market Days after the close of the Application List. Any reference to the “you” in this section shall include an individual. It is expected that CDP will send to you. the successful applications for Offer Shares will be determined by ballot or otherwise as determined by our Directors and approved by the SGX-ST. a corporation. By completing and delivering an Application Form or by making and completing an Electronic Application by (in the case of an ATM Application) pressing the “Enter” or “OK” or “Confirm” or “Yes” key on the ATM (as the case may be) or by (in the case of an Internet Electronic Application) clicking “Submit” or “Continue” or “Yes” or “Confirm” on the IB website screen (as the case may be) in accordance with the provisions of this Prospectus. in your application. You irrevocably authorise CDP to complete and sign on your behalf as transferee or renouncee any instrument of transfer and/or other documents required for the issue of the New Shares allotted to you. you:(a) irrevocably offer to subscribe for the number of New Shares specified in your application (or such smaller number for which the application is accepted) at the Issue Price and agree that you will accept such New Shares as may be allotted to you. and acknowledge and agree that such information. a corporation. In the event of an over-subscription for Offer Shares as at the close of the Application List and/or Placement Shares (including Reserved Shares) are fully subscribed or over-subscribed as at the close of the Application List. 14. an individual. a statement of account stating that your Securities Account has been credited with the number of New Shares allotted to you. This will be the only acknowledgement of application monies received and is not an acknowledgement by us. This authorisation applies to applications made by way of Application Forms and by way of Electronic Applications. agree that in the event of any inconsistency between the terms and conditions for application set out in this Prospectus and those set out in the IB websites or ATMs of the Participating Banks. the Underwriter and/or the Placement Agent will infringe any such laws as a result of the acceptance of your application. a corporation. You irrevocably authorise CDP to disclose the outcome of your application. representations and declarations will be relied on by our Company in determining whether to accept your application and/or whether to allot any New Shares to you. in each case on the terms and conditions set out in this Prospectus and the Memorandum of Association and Articles of our Company as well as those set out in the IB websites or ATMs of the Participating Banks. and an individual.APPENDIX J – TERMS. the Manager. an approved nominee and trustee applying for the Reserved Shares by way of a Reserved Shares Application Form. you have complied with all such laws and none of our Company. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. 15. the Manager.

incomplete. (b) (c) 17. 19. our Company being satisfied that:(a) permission has been granted by the SGX-ST to deal in and for quotation for all our existing Shares and the New Shares on a “when issued” basis on the Catalist. Our Company reserves the right to reject applications which do not conform strictly to the instructions set out in the Application Forms and this Prospectus or to the terms and conditions of this Prospectus or which are illegible. ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING PRINTED APPLICATION FORMS Your application by way of Application Forms shall be made on the terms and subject to the conditions of this Prospectus including but not limited to the terms and conditions appearing below and those set out on pages J-1 to J-4 of this Prospectus.A. Underwriting and Placement Arrangements” of this Prospectus have become unconditional and have not been terminated or cancelled prior to such date as our Company may determine.APPENDIX J – TERMS. the Management and Underwriting Agreement and the Placement Agreement referred to in the section entitled “Management. All spaces in the Application Forms except those under the heading “FOR OFFICIAL USE ONLY” must be completed and the words “NOT APPLICABLE” or “N. 18. Your Application Forms must be completed in English. Our Company will not hold any applications in reserve. 1. and the Authority has not served a stop order which directs that no further shares to which this Prospectus relates be allotted. Additional terms and conditions for applications by way of Application Forms are set out on pages J-5 to J-8 of this Prospectus. 3. incorrectly completed or which are accompanied by improperly drawn remittances or improper form of remittances.” should be written in any space that is not applicable. Please type or write clearly in ink using BLOCK LETTERS. Additional terms and conditions for applications by way of Electronic Applications are set out on pages J-8 to J-15 of this Prospectus. Our acceptance of applications will be conditional upon. Your application must be made using the WHITE Application Forms for Offer Shares and the BLUE Application Forms for Placement Shares (other than Reserved Shares) or PINK Reserved Shares Application Forms accompanying and forming part of this Prospectus. Our Company will not allot Shares on the basis of this Prospectus later than six months after the date of this Prospectus. Our Company draws your attention to the detailed instructions contained in the respective Application Forms and this Prospectus for the completion of the Application Forms which must be carefully followed. inter alia. as well as the Memorandum of Association and Articles of our Company. 20. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 16. J-4 . 2.

on page 1 of the Application Form. 9. you are required to declare whether the beneficial owner of the New Shares is a citizen or permanent resident of Singapore or a corporation. If you are an approved nominee company. (a) (b) You must complete Sections A and B and sign page 1 of the Application Form. Your application must be accompanied by a remittance in Singapore currency for the full amount payable. 7. If you are a nonindividual completing the Application Form under the hand of an official. your application is liable to be rejected. as the case may be. Our Company reserves the right to require you to produce documentary proof of identification for verification purposes. You must make your application. If you are a corporation completing the Application Form. in your full names appearing in your identity cards (if applicants have such identification documents) or in your passports and. you must state the name and capacity in which that official signs. You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form. will be required to declare whether you are a citizen or permanent resident of Singapore or a corporation in which citizens or permanent residents of Singapore or any body corporate constituted under any statute of Singapore have an interest in the aggregate of more than 50 per cent. Where paragraph 7(a) is deleted. Individuals.APPENDIX J – TERMS. in the case of corporations. a copy of your Memorandum and Articles of Association or equivalent constitutive documents must be lodged with the Share Registrar. in the form of a BANKER’S DRAFT or CASHIER’S ORDER drawn on a bank in Singapore. made out in favour of “OLD CHANG KEE SHARE ISSUE ACCOUNT” crossed “A/C PAYEE ONLY’”. in your full names as registered with a competent authority. Unsuccessful applications are expected to be returned (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post within 24 hours of the balloting after the close of the Application List at your own risk. If you are a corporate applicant and your application is successful. Our Company will not accept applications accompanied by ANY OTHER FORM OF PAYMENT. whether incorporated or unincorporated and wherever incorporated or constituted. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the meanings assigned to them in this Prospectus. with your name and address written clearly on the reverse side. You (whether you are an individual and corporate applicant. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 4. of the issued share capital of or interests in such corporations. If you fail to make the required declaration in paragraph 7(a) or 7(b). of the issued share capital of or interests in such corporation. 5. whether incorporated or unincorporated and wherever incorporated or constituted). 8. corporations. Where your application is accepted in part only. (c) 6. you are required to affix your Common Seal (if any) in accordance with your Memorandum and Articles of Association or equivalent constitutive documents. in the case of individuals. J-5 . you must also complete Section C of the Application Form with particulars of the beneficial owner(s). in respect of the number of New Shares applied for. in which citizens or permanent residents of Singapore or any body corporate whether incorporated or unincorporated and wherever incorporated or constituted under any statute of Singapore have an interest in the aggregate of more than 50 per cent. approved nominee companies and trustees must give their names in full. Our Company will reject remittances bearing “NOT TRANSFERABLE” or “NON TRANSFERABLE” crossings. the balance of the application monies will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk in the shortest possible time. No acknowledgement or receipt will be issued for any application or remittance received.

and J-6 . the Manager. the Underwriter. reliance is placed solely on the information contained in this Prospectus and none of our Company. you agree that:(a) in consideration of us having distributed the Application Form to you and agreeing to close the Application List at 12. the Placement Agent or any other person involved in the Invitation shall have any liability for any information not so contained.APPENDIX J – TERMS. Your applications for Offer Shares MUST be made using the WHITE Offer Shares Application Forms and WHITE official envelopes “A” and “B”. (b) all applications. and in making your application. in their absolute discretion decide. 2. and your remittance will be honoured on first presentation and that any monies returnable may be held pending clearance of your payment without interest or any share of revenue or other benefit arising therefrom. subject to any limitations under all applicable laws and by completing and delivering the Application Form. state the number of Offer Shares applied for. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 10. together with your remittance in the WHITE envelope “A” provided. (c) (d) (e) Applications for Offer Shares 1. ONLY ONE APPLICATION should be enclosed in each envelope. notwithstanding any remittance being presented for payment by or on our behalf. (b) seal WHITE envelope “A”. By completing and delivering the Application Form in accordance with the provisions of this Prospectus.00 noon on 14 January 2008 or such other time or date as our Company may. in consultation with the Manager. you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application. acceptance of your application shall be constituted by written notification and not otherwise. duly completed and signed. You must:(a) enclose the WHITE Offer Shares Application Form. and affix adequate Singapore postage. you agree that:(i) (ii) your application is irrevocable. in the appropriate spaces on WHITE envelope “A”:(i) (ii) (iii) (c) write your name and address. acceptances and contracts resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and that you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts. in respect of the New Shares for which your application has been received and not rejected.

to arrive by 12.00 noon on 14 January 2008 or such other time as our Company may. incomplete or incorrectly completed or accompanied by improperly drawn remittances are liable to be rejected. 3 Church Street. must be enclosed and sealed in an envelope to be provided by you. 3 Church Street. Your application for Reserved Shares MUST be made using the PINK Reserved Shares Application Forms. you should fax and send a copy of the remittance advice to Westcomb Securities Pte Ltd at fax number 6220 6632 to arrive by 12. in consultation with the Manager. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE (d) write. ONLY ONE APPLICATION should be enclosed in each envelope. in consultation with the Manager. If you remit your application monies via electronic transfer. account number 581-385440-001. The completed PINK Reserved Shares Application Form and the correct remittance (in accordance with the terms and conditions of this Prospectus) with your name and address written clearly on the reverse side. 3. the number of Offer Shares you have applied for. Applications that are illegible. so as to arrive by 12.00 noon on 14 January 2008 or such other time as our Company may. subject to any limitations under all applicable laws. Alternatively. Local Urgent Mail or Registered Post must NOT be used.APPENDIX J – TERMS.00 noon on 14 January 2008 or such other time as our Company may. No acknowledgement or receipt will be issued for any application or remittance received. Applications for Placement Shares (other than Reserved Shares) 1. in the appropriate box provided on the larger WHITE envelope “B”. in their absolute discretion decide. #08- 2. Singapore 049483. seal WHITE envelope “B” and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own risk to Boardroom Corporate & Advisory Services Pte Ltd. subject to any limitations under all applicable laws. in their absolute discretion decide. subject to any limitations under all applicable laws. and insert WHITE envelope “A” into WHITE envelope “B”. Applications For Reserved Shares 1. No acknowledgement or receipt will be issued for any application or remittance received. Your application for Placement Shares (other than Reserved Shares) MUST be made using the BLUE Placement Shares Application Forms. You must affix adequate Singapore postage on the envelope (if despatching by ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to Boardroom Corporate & Advisory Services Pte Ltd. in favour of “OLD CHANG KEE SHARE ISSUE ACCOUNT” for the number of Placement Shares applied for by 12. with your name and address written clearly on the reverse side. The completed and signed BLUE Placement Shares Application Form and your remittance. ONLY ONE APPLICATION should be enclosed in each envelope. in their absolute discretion decide. must be enclosed and sealed in an envelope to be provided by you.00 noon on 14 January 2008 or such other time as our Company may. #08-01 Samsung Hub. for the full amount payable in respect of the number of Placement Shares applied for. in their absolute discretion decide. Local Urgent Mail or Registered Post must NOT be used. in accordance with the terms and conditions of this Prospectus. in consultation with the Manager. you may remit your application monies by electronic transfer to the account of Oversea-Chinese Banking Corporation Limited. subject to any limitations under all applicable laws. Singapore 049483. #08-01 Samsung Hub. 2. J-7 . 3 Church Street. 3. The sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to Boardroom Corporate & Advisory Services Pte Ltd. in consultation with the Manager.

Upon the completion of your ATM Application transaction. you will receive an ATM transaction slip (“Transaction Record”).00 noon on 14 January 2008 or such other time as our Company may. there will be an on-screen confirmation (“Confirmation Screen”) of the application which you can print out for your record. Currently. This printed record of the Confirmation Screen is for your retention and should not be submitted with any Application Form. The Steps set out the actions that you must take at an ATM or the IB website of DBS Bank to complete an Electronic Application. to arrive by 12. For illustration purposes. 3. subject to any limitations under all applicable laws. you must have an existing bank account with and an IB User Identification (“User ID”) and a Personal Identification Number/Password given by the relevant Participating Bank. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 01 Samsung Hub. the procedures for Electronic Applications through ATMs and the IB website of DBS Bank are set out respectively in the “Steps for ATM Applications through ATMs of DBS Bank” and the “Steps for IB Applications through the IB website of DBS Bank” (the “Steps”) of this Prospectus. in consultation with the Manager. Please read carefully the terms of this Prospectus. You must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. you must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. Applications that are illegible. Using your own Securities Account number with an ATM card which is not issued to you in your own name will render your Electronic Application liable to be rejected. The Transaction Record is for your retention and should not be submitted with any Application Form. confirming the details of your ATM Application. If you operate a joint bank account with any of the Participating Banks. Any reference to “you” in the additional terms and conditions for Electronic Applications and the Steps shall refer to you making an application for Offer Shares through an ATM or the IB website of a relevant Participating Bank.APPENDIX J – TERMS. incomplete or incorrectly completed or accompanied by improperly drawn remittances or improper form of remittances which are not honoured upon their first presentation are liable to be rejected ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS The procedures for Electronic Applications at ATMs are set out on the ATM screens (in the case of ATM Applications) and the IB website screens (in the case of IB Applications) of the relevant Participating Banks. An ATM card issued by one Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other Participating Banks. (b) To make an IB Application. Singapore 049483. Local Urgent Mail or Registered Post must NOT be used. To make an ATM Application:(a) You must have an existing bank account with and be an ATM cardholder of one of the Participating Banks before you can make an Electronic Application at the ATMs. the Steps and the terms and conditions for Electronic Applications set out below before making an Electronic Application. DBS Bank and the UOB Group are the only Participating Banks through which an IB Application can be made on the respective IB websites of DBS Bank and the UOB Group. J-8 . No acknowledgement or receipt will be issued for any application or remittance received. Upon completion of your IB Application. in their absolute discretion decide.

given in accordance with the relevant laws of Singapore including Section 47(2) of the Banking Act. CDP. shall signify and shall be treated as your written permission. Otherwise. In connection with your Electronic Application for New Shares. 2. By doing so. YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR NEW SHARES AND SHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES OR PLACEMENT SHARES WHETHER AT THE ATM OR THE IB WEBSITES OF ANY PARTICIPATING BANK OR ON THE APPLICATION FORMS. you are not a US person(1) (as such term is defined in Regulation S under the United States Securities Act of 1933. you shall be treated as signifying your confirmation of each of the above three statements. your application is liable to be rejected. YOU CONFIRM THAT YOU ARE NOT APPLYING FOR NEW SHARES AS NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS BENEFICIAL OWNER. Note:(1) For details. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE Further. permanent resident status. NRIC/passport number. SCCS. (b) (c) Your application will not be successfully completed and cannot be recorded as a completed transaction in the ATM unless you press the “Enter” or “OK” or “Confirm” or “Yes” key. our Company. Chapter 19 of Singapore to the disclosure by that Participating Bank of your Relevant Particulars to the Relevant Parties. In respect of statement 1(b) above. by pressing the “Enter” or “OK” or “Confirm” or “Yes” key. BY MAKING AN ELECTRONIC APPLICATION. 1. understood and agreed to all the terms and conditions of application for New Shares and this Prospectus prior to effecting the Electronic Application and agreed to be bound by the same. and share application amount (the “Relevant Particulars”) from your account with that Participating Bank to the Share Registrar. and that this is your only application and it is made in your own name and at your own risk. you must ensure.APPENDIX J – TERMS. you may be required to confirm statements to the following effect in the course of activating the Electronic Application:(a) that you have received a copy of this Prospectus and have read. nationality. the Manager. address. CDP Securities Account number. YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR NEW SHARES AND VICE VERSA. please refer to definition of “US person” on the IB websites Your Electronic Application shall be made on the terms and subject to the conditions of this Prospectus including but not limited to the terms and conditions appearing below and those set out on pages J-1 to J-8 of this Prospectus as well as the Memorandum of Association and Articles of our Company. your confirmation. J-9 . as amended from time to time). your mailing address for IB with the relevant Participating Bank is in Singapore. when making an IB Application that:(a) (b) (c) you are currently in Singapore at the time of making of such application. that you consent to the disclosure of your name. the Underwriter and the Placement Agent (the “Relevant Parties”). IF YOU HAVE MADE AN APPLICATION FOR NEW SHARES ON AN APPLICATION FORM. and you will be asked to declare the above accordingly.

the full amount or the balance of the application monies. your confirmation (by your action of pressing the “Enter” or “OK” or “Confirm” or “Yes” key on the ATM. within 14 Market Days after the close of the Application List provided that the remittance in respect of such application which has been presented for payment or other processes has been honoured and the application monies received in the designated share issue account. to determine the exact number of New Shares allotted to you before trading the New Shares on the Catalist. Where your Electronic Application is rejected or accepted in part only. Neither the SGX-ST. 4. you agree to accept such decision as final. Our Company will not keep any applications in reserve. as the case may be. Trading on a “WHEN ISSUED” basis. Any ATM Application or IB Application which does not conform strictly to the instructions set out on the screens of the ATM or IB website through which your ATM Application or IB Application is being made shall be rejected. 5. Where your Electronic Application is unsuccessful. J-10 . If your Electronic Application is successful. Responsibility for timely refund of application monies arising from unsuccessful or partially successful Electronic Applications lies solely with the respective Participating Banks as the case may be. You also irrevocably agree and undertake to subscribe for and to accept any lesser number of New Shares that may be allotted to you in respect of your Electronic Application. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 3. will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by being automatically credited to your account with your Participating Bank. you are strongly advised to consult your Participating Bank as to the status of your Electronic Application and/or the refund of any monies to you from unsuccessful or partially successful Electronic Application. at your own risk. the Manager. the full amount of the application monies will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by being automatically credited to your account with your Participating Bank within 24 hours after the close of the Application List. Therefore. the Underwriter or the Placement Agent assume any responsibility for any loss that may be incurred as a result of you having to cover any net sell positions or from buy-in procedures activated by the SGX-ST. the SCCS. if applicable. the CDP. clicking “Confirm” or “OK” on the IB website screen of the number of New Shares applied for shall signify and shall be treated as your acceptance of the number of New Shares that may be allotted to you and your agreement to be bound by the Memorandum of Association and Articles of our Company. For an ATM Application or IB Application. is expected to commence after such refund has been made. the Participating Banks.APPENDIX J – TERMS. our Company. In the event that our Company decide to allot any lesser number of such New Shares or not to allot any New Shares to you. You irrevocably agree and undertake to subscribe for and to accept the number of New Shares applied for as stated on the Transaction Record or Confirmation Screen. failing which your ATM Application or IB Application will not be completed. you must have sufficient funds in your bank account with your Participating Bank at the time you make your ATM Application or IB Application.

send the relevant Share certificate(s) to CDP. no notification will be sent by such Participating Bank.com 24 hours a day Evening of the balloting day If you make your IB Applications through the IB website of DBS Bank or the UOB Group. as the case may be. You are deemed to have requested and authorised us to:(a) register the Offer Shares or Placement Shares. in consultation with the Manager.dbs. should your Electronic Application be accepted in part only. (b) (c) (d) J-11 . in their absolute discretion decide.com Operating hours 24 hours a day Service expected from Evening of the balloting day UOB Group UOB Group ATM (Other Transactions – “IPO Enquiry”) UOB Personal Internet Banking at www. Electronic Applications shall close at 12. and (for ATM Applications or IB Applications) return or refund (without interest or any share of revenue or other benefit arising therefrom) the balance of the application monies. by automatically crediting your bank account with your Participating Bank with the relevant amount within the shortest possible time after the close of the Application List 8.uobgroup. by automatically crediting your bank account with your Participating Bank with the relevant amount within twenty-four hours after the close of the Application List. should your Electronic Application be rejected. you may check the result through the same channels listed in the table above in relation to ATM Applications made at ATMs of DBS Bank or the UOB Group. allotted to you in the name of CDP for deposit into your Securities Account.APPENDIX J – TERMS. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 6.00 noon on 14 January 2008 or such other time as our Company may. If your ATM Application or IB Application is unsuccessful. (for ATM Applications or IB Applications) return or refund (without interest or any share of revenue or other benefit arising therefrom) the application monies. 7. subject to any limitations under all applicable laws. You may check the results of your ATM Applications as follows:Phone banking at telephone number 1800 339 6666 (for POSB account holders) 1800 111 1111 (for DBS account holders) OCBC OCBC Phone Banking at 1800 363 3333 UOB Phone Banking at 1800 222 2121 OCBC ATM / Internet Banking 24 hours a day Evening of the balloting day Bank DBS Bank Also available at DBS Bank Internet Banking at www.

All your particulars in the records of your Participating Bank at the time you make your Electronic Application shall be deemed to be true and correct and your Participating Bank and the Relevant Parties shall be entitled to rely on the accuracy thereof. the Underwriter. our Company. notwithstanding any payment received by or on behalf of our Company. 11. the Placement Agent. as the case may be. 12. the acceptance of our Company and the contract resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts. the Manager.APPENDIX J – TERMS. or data relating to your Electronic Application is lost. You should ensure that your personal particulars as recorded by both CDP. 10. (c) (d) (e) J-12 . loss or damage. and your Electronic Application. through the Participating Banks acting as agents of our Company. failures or inaccuracies in the recording. the relevant Participating Bank for New Shares applied for or for any compensation. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 9. your Electronic Application is liable to be rejected. fires. By making and completing an Electronic Application. you shall promptly notify your Participating Bank. Our Company does not recognise the existence of a trust. the relevant Participating Bank are correct and identical. the Manager. You irrevocably agree and acknowledge that your Electronic Application is subject to risks of electrical. you shall be deemed not to have made an Electronic Application and you shall have no claim whatsoever against our Company. corrupted or not otherwise accessible. technical and computer-related faults and breakdowns. the relevant Participating Bank do not receive your Electronic Application. Our Company will reject any application by any person acting as nominee. the Placement Agent or the Participating Banks shall be liable for any delays. electronic. storage or in the transmission or delivery of data relating to your Electronic Application to us or CDP due to breakdowns or failure of transmission. the Manager. Any Electronic Application by a trustee must be made in your own name and without qualification. 13. acceptance of your Electronic Application shall be constituted by written notification by or on behalf of our Company and not otherwise. in any such event. you are deemed to have agreed that:(a) in consideration of our Company making available the Electronic Application facility. you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application. (b) none of our Company. the Placement Agent and the Underwriter for the Public Offer nor any other person involved in the Invitation shall have any liability for any information not so contained. the Manager. and reliance is placed solely on information contained in this Prospectus and that none of our Company. in respect of Offer Shares for which your Electronic Application has been successfully completed and not rejected. whether wholly or partially for whatever reason. failing which the notification letter on successful allotment will be sent to your address last registered with CDP. You should promptly inform CDP of any change in address. otherwise. at the ATMs and the IB websites:(i) (ii) your Electronic Application is irrevocable. If there has been any change in your particulars after making your Electronic Application. acts of God and other events beyond the control of the Participating Banks and if. delivery or communication facilities or any risks referred to in paragraph 9 above or to any cause beyond their respective controls. the Underwriter.

APPENDIX J – TERMS. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE Steps for ATM Applications through ATMs of DBS Bank Instructions for ATM Applications will appear on the ATM screens of the Participating Banks. IF APPLICABLE). A COPY OF THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT HAS BEEN LODGED WITH AND REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR ITS OR THEIR CONTENTS. THE VARIOUS PARTICIPATING BANKS DURING BANKING HOURS. respectively. A COPY OF THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT. Press the “Enter” key to confirm that you have read and understood. “&”. Select “CASHCARD & MORE SERVICES”. “amount”. Enter your Personal Identification Number. Select language (for customer using multi-language card). A COPY OF THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AND IF APPLICABLE. WHERE APPLICABLE. IN THE CASE OF SECURITIES OFFERING THAT IS SUBJECT TO A PROSPECTUS / OFFER INFORMATION STATEMENT / DOCUMENT REGISTERED WITH THE AUTHORITY. “appln”. “and”. J-13 . “Number” and “Maximum”. Certain words appearing on the screen are in abbreviated form (“A/c”. OR ACCOMPANIED BY. For illustration purposes. Select “ESA-IPO SHARE/INVESTMENTS”. AND IF APPLICABLE. AND IF APPLICABLE. A COPY OF THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT) WHICH CAN BE OBTAINED FROM ANY DBS/POSB BRANCH IN SINGAPORE AND. Press the “ENTER” key to acknowledge:YOU HAVE READ. Step 1 2 3 4 5 6 7 : : : : : : : Insert your personal DBS Bank ATM Card. the steps for making an ATM Application through an ATM of DBS Bank are shown below. ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES) SHOULD READ THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS SUPPLEMENTED OR REPLACED. “No. “I/C”.” and “Max” refer to “Account”. 8 9 : : Select “OCK” to display details. “SGX”. Instructions for ATM Applications on the ATM screens of Participating Banks (other than DBS Bank) may differ slightly from those represented below. “amt”. “SGX-ST”. “NRIC”. UNDERSTOOD AND AGREED TO ALL TERMS OF THE APPLICATION AND PROSPECTUS/DOCUMENT OR PROFILE STATEMENT. Read and understand the following statements which will appear on the screen:THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN. Select “ELECTRONIC SECURITY APPLICATION (IPOS/BONDS/ST-NOTES)”. “application”. IF APPLICABLE) BEFORE SUBMITTING HIS APPLICATION WHICH WILL NEED TO BE MADE IN THE MANNER SET OUT IN THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS SUPPLEMENTED OR REPLACED. SUBJECT TO AVAILABILITY. THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT.

THIS IS YOUR ONLY APPLICATION AT THE SELECTED TENDER PRICE AND IT IS MADE IN YOUR OWN NAME AND AT YOUR OWN RISK. “&”. your NRIC or passport number and CDP Securities Account number and number of securities on the screen and press the “ENTER” key to confirm your application. (Note:.dbs. “amt”. THIS IS YOUR ONLY APPLICATION AND IT IS MADE IN YOUR OWN NAME AND AT YOUR OWN RISK.com).This step will be omitted automatically if your CDP Securities Account number has already been stored in DBS Bank’s records). “SGX-ST”. CPF INVESTMENT A/C NO. Step 1 2 3 4 5 : : : : : Click on to DBS Bank website (www.” refer to “Account”. 10 11 : : Select your nationality. THE MAXIMUM PRICE FOR EACH SHARE IS PAYABLE IN FULL ON APPLICATION AND SUBJECT TO REFUND IF THE FINAL PRICE IS LOWER. Click “Yes” to proceed and to warrant that you have observed and complied with all applicable laws and regulations. Remove the Transaction Record for your reference and retention only. THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT. Login to Internet Banking. Select your country of residence and click “confirm”. CDP SECURITIES A/C NO. Check the details of your securities application. Select the DBS Bank account (Autosave/Current/Savings/Savings Plus) or the POSB account (current/savings) from which to debit your application monies. “and”. “I/C”. “NRIC”. and “Number” respectively). Enter the number of securities you wish to apply for using cash. YOU ARE NOT A US PERSON AS REFERRED TO IN THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT AND IF APPLICABLE. CDP. the steps for making an IB Application through the DBS Bank IB website are shown below. NATIONALITY. SGX. SCCS.. ADDRESS. FOR TENDER SECURITY APPLICATIONS. FOR FIXED AND MAX PRICE SECURITY APPLICATION. CPF AND THE ISSUER/VENDOR(S). 12 13 : : 14 : 15 : Steps for IB Applications through the IB website of DBS Bank For illustrative purposes. Enter your User ID and PIN. Certain words appearing on the screen are in abbreviated form (“A/c”. 6 : J-14 . Enter your own 12-digit CDP Securities Account number. “Amount”. “SGX” and “No. NRIC/PASSPORT NO. AND SECURITY APPLICATION AMOUNT FROM YOUR BANK ACCOUNT(S) TO SHARE REGISTRARS. Select “Electronic Security Application (ESA)”.APPENDIX J – TERMS.. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE YOU CONSENT TO DISCLOSE YOUR NAME.

SCCS. ADDRESS. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES. CDP. AS AMENDED). 9 10 : : Fill in details for security application and click “Submit”. your NRIC or passport number and click “OK” to confirm your application. THIS IS YOUR ONLY APPLICATION AT THE SELECTED TENDER PRICE. I/C OR PASSPORT NO. NATIONALITY. FOR FIXED/MAX PRICE SECURITY APPLICATION. THIS APPLICATION IS MADE IN YOUR NAME AND AT YOUR OWN RISK. SGX. CDP SECURITIES ACCOUNT NUMBER.APPENDIX J – TERMS. CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 7 8 : : Click on “OCK” and click the “Submit” button. CPF INVESTMENT ACCOUNT NUMBER (IF APPLICABLE) AND SECURITIES APPLICATION AMOUNT FROM YOUR DBS/POSB ACCOUNT(S) TO REGISTRARS OF SECURITIES. OR FOR THE ACCOUNT OR BENEFIT OF ANY “US PERSON” (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION SUBJECT TO. CPF BOARD AND ISSUER/VENDOR(S). ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE UNITED STATES SECURITIES LAWS. UNDERSTOOD AND AGREED TO ALL TERMS OF APPLICATION AND THE PROSPECTUS OR PROFILE STATEMENT AND IF APPLICABLE. THE SUPPLEMENTARY OR REPLACEMENT PROSPECTUS/DOCUMENT OR PROFILE STATEMENT. FOR TENDER PRICE SECURITY APPLICATION. THIS IS YOUR ONLY APPLICATION. YOU CONSENT TO DISCLOSE YOUR NAME.. YOU UNDERSTAND THAT THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933 AS AMENDED (THE “US SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO. 11 : J-15 . Print Confirmation Screen (optional) for your reference & retention only. Click “Confirm” to confirm:YOU HAVE READ. THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND APPLICABLE STATE SECURITY LAWS. Check the details of your share application. YOU ARE NOT A US PERSON (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933.

AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Report on Unaudited Proforma Combined Financial Statements OLD CHANG KEE LTD.APPENDIX K – REPORT FROM THE AUDITORS AND THE UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. AND ITS SUBSIDIARY COMPANIES For the financial year ended 31 December 2006 and the six month period ended 30 June 2007 K-1 .

Our responsibility is to express an opinion on the unaudited proforma combined financial statements based on our work. changes in equity and cash flows. Our work. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. (the Company) and its subsidiary companies (collectively. (b) The unaudited proforma combined financial statements. K-2 . may not give a true picture of the Group’s actual financial positions. the Group) set out on pages K-4 to K-11. and its Subsidiary Companies Report on Unaudited Proforma Combined Financial Statements for the financial year ended 31 December 2006 and the six month period ended 30 June 2007 4 January 2008 The Board of Directors Old Chang Kee Ltd. which involved no independent examination of the underlying financial statements. 2 Woodlands Terrace Singapore 738427 Dear Sirs: We report on the unaudited proforma combined financial statements of Old Chang Kee Ltd. because of their nature. We carried out our procedures in accordance with Singapore Statement of Auditing Practice: SAP 24 “Auditors and Public Offering Documents”. considering the evidence supporting the adjustments and discussing the unaudited proforma combined financial statements with the Directors of the Company.APPENDIX K – REPORT FROM THE AUDITORS AND THE UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. consisted primarily of comparing the unaudited proforma combined financial statements to the audited/reviewed combined financial statements of the Group. which have been prepared for illustrative purposes only and based on certain assumptions and after making certain adjustments to show what: (a) the financial results. the financial positions of the Group as of the balance sheets as at 31 December 2006 and 30 June 2007 would have been if the significant event had occurred on those dates. The unaudited proforma combined financial statements are the responsibility of the Directors of the Company. changes in equity and cash flows of the Group for the financial year ended 31 December 2006 and the six month period ended 30 June 2007 would have been if the significant event as stated in Note 2 to the unaudited proforma financial information had occurred since 1 January 2006. financial results.

to the unaudited proforma combined financial statements.APPENDIX K – REPORT FROM THE AUDITORS AND THE UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. and its Subsidiary Companies Report on Unaudited Proforma Combined Financial Statements for the financial year ended 31 December 2006 and the six month period ended 30 June 2007 (cont’d) In our opinion: (a) the unaudited proforma combined financial statements have been properly prepared: (i) in a manner consistent with the format of the combined financial statements and the accounting policies of the Group which are prepared in accordance with Singapore Financial Reporting Standards. Yours faithfully. ERNST & YOUNG Certified Public Accountants Singapore Max Loh Khum Whai Partner-in-Charge K-3 . (ii) (b) each material adjustment made to the information used in the preparation of the unaudited proforma combined financial statements is appropriate for the purpose of preparing such financial statements. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. and on the bases as set out in Note 3.

120 285 (6. (2) The accompanying accounting policies and explanatory notes form an integral part of the unaudited proforma combined financial statements. K-4 .529 (1.475) (4.802) (2.54 Note (1) The financial results of the Proforma Group have been prepared on the basis that the Proforma Group has been in existence throughout the year/period.APPENDIX K – REPORT FROM THE AUDITORS AND THE UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.886 (394) 1.400.000 shares for the financial year ended 31 December 2006 and the six month period ended 30 June 2007.418 (cents) 3.201) (492) (24) – 1.076) 19. earnings per share (“EPS”) have been computed based on the profit attributable to equity holders of the Proforma Group divided by the pre-invitation share capital of 68.919) 11.18 33.708 299 (11.039 (7.784 (14. and its Subsidiary Companies Unaudited Proforma Combined Profit and Loss Accounts For the financial year ended 31 December 2006 and the six month period ended 30 June 2007 Year ended 31 December 2006 S$’000 Revenue Cost of sales Gross profit Other operating income Selling and distribution expenses Administrative expenses Other operating expenses Finance costs Share of results of associated companies Profit before taxation Taxation Net profit attributable to shareholders Basic and fully diluted earnings per share (2) Six month period ended 30 June 2007 S$’000 19.111) 2.492 2.128) (788) (60) (27) 3. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. For comparative purposes.

772 304 17 86 11.407 9.881 180 173 2 372 15 900 7. and its Subsidiary Companies Unaudited Proforma Combined Balance Sheets As at 31 December 2006 and 30 June 2007 As at 31 December 2006 S$’000 Non-current assets Property.APPENDIX K – REPORT FROM THE AUDITORS AND THE UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.558 Net Assets Proforma shareholders’ equity 8.694 (395) 685 22 13 657 1. K-5 .553 665 22 3.220 Current liabilities Trade and other payables Other liabilities Bank overdrafts Amount due to a related party Finance lease liabilities Club membership payable – current Provision for taxation 5.362 6.523 Net Current Liabilities Non-Current Liabilities Finance lease liabilities Other liabilities Club membership payable – long term Deferred tax liabilities 962 – 20 576 1.530 352 16 57 11.377 9.134 5.299 5. plant and equipment Intangible assets Investment in associated companies Amount due from associated companies 11.955 Current assets Inventories Trade and other receivables Deposits Prepayments Amount due from associated companies Cash and cash equivalents 446 83 1.094 (2.303) As at 30 June 2007 S$’000 10.094 8. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.179 526 171 1.167 203 140 – 351 15 818 6.393 149 15 3.407 The accompanying accounting policies and explanatory notes form an integral part of the unaudited proforma combined financial statements.

934) (42) – (338) (2. plant and equipment Gain on disposal of quoted investment Impairment on loss on investment in associated company Interest expense Interest income Provision for reimbursement of start-up costs for an associated company in Chengdu Share of results of associated companies Operating profit before changes in working capital (Increase)/decrease in trade and other receivables Increase in inventories Increase/(decrease) in trade and other payables Decrease in amount due from a Director-related company Increase in amount due from associated company Increase/(decrease) in amount due to a related party Cash generated from operations Tax paid Net cash generated from operating activities Cash flows from investing activities Increase in share application money Interest received Investment in associated companies Purchase of property.392 3.APPENDIX K – REPORT FROM THE AUDITORS AND THE UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. plant and equipment Payment for club membership Proceeds from disposal of quoted investment Advance to associated companies Net cash flows used in investing activities Cash flows from financing activities Interest paid Increase in other liabilities Repayment of finance lease liabilities Dividends paid on ordinary shares Net cash flows used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year/period Cash and cash equivalents at end of year/period 3. and its Subsidiary Companies Proforma Combined Cash Flow Statements Year ended 31 December 2006 S$’000 Cash flows from operating activities Profit before taxation Adjustments for: Amortisation of intangible assets Bad debts written off – Loan to a related party Currency realignment Depreciation of property.630 (430) (96) 2.170) 6.400) (60) 365 (16) 107 (57) (5.222 The accompanying accounting policies and explanatory notes form an integral part of the unaudited proforma combined financial statements.972 10 (15) 2 8.961 Six month period ended 30 June 2007 S$’000 1.600 2.979 – 36 – (5.374 (395) 1.886 38 – (1) 884 (148) – – 24 (35) – – 2. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. K-6 .052) (3) 204 (7) – (29) (4.529 112 77 1 1.851) (22) 22 (298) – (298) (3. plant and equipment Gain on disposal of property.648 506 (80) (691) – (7) (2) 2.875) (1. plant and equipment Purchase of intangible asset Proceeds from disposal of property.495) (2.999 (171) (7) 66 60 (139) 76 27 5.639) 4.170 100 137 (110) (6.073 (903) 7.

418 Audited Combined Financial Statements Year ended 31 December 2006 S$’000 Revenue Cost of sales Gross profit Other operating income Selling and distribution expenses Administrative expenses Other operating expenses Finance costs Share of results of associated company Profit before taxation Taxation Net profit attributable to shareholders 33.529 (1.708 299 (414) (11.128) 60 (18) (788) (60) (27) 3.475) (4.061) (4. and its Subsidiary Companies Statement of Adjustments for the Unaudited Proforma Combined Financial Statements of the Group Proforma Combined Profit and Loss Account Unaudited Proforma Combined Financial Statements Year ended 31 December 2006 S$’000 33.827) 19.957 299 (11.039 Proforma adjustments S$’000 K-7 . AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.128) (848) (42) (27) 4.076) 19.784 (13.784 (249) (14.APPENDIX K – REPORT FROM THE AUDITORS AND THE UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.111) 3.111) 2.150 (1.

039 (1) (7.201) (512) (22) 2.014 (394) 1.918) 11.657) (2.802) (2.492 Unaudited Combined Financial Statements Six month period ended 30 June 2007 S$’000 Revenue Cost of sales Gross profit Other operating income Selling and distribution expenses Administrative expenses Other operating expenses Finance costs Profit before taxation Taxation Net profit attributable to shareholders 19.APPENDIX K – REPORT FROM THE AUDITORS AND THE UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.919) 11. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.620 Proforma adjustments S$’000 K-8 .121 285 (6.039 (7.886 (394) 1. and its Subsidiary Companies Statement of Adjustments for the Unaudited Proforma Combined Financial Statements of the Group Proforma Combined Profit and Loss Account Unaudited Proforma Combined Financial Statements Six month period ended 30 June 2007 S$’000 19.201) 20 (2) (492) (24) 1.120 285 (145) (6.

081 477 962 20 576 1.431) 446 83 1.639 7.271) (3.094 8.094 Net Assets Proforma shareholders’ equity 7.523 (2.293 5. plant and equipment Intangible assets Investment in associated companies Amount due from associated companies Unaudited Proforma Combined Financial Statements As at 31 December 2006 S$’000 Proforma adjustments S$’000 5. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.881 339 16 57 6.303) Net Current Assets/(Liabilities) Non-Current Liabilities Finance lease liabilities Club membership payable – long term Deferred tax liabilities 2.APPENDIX K – REPORT FROM THE AUDITORS AND THE UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.393 149 15 3.881 180 173 2 344 15 900 7.955 Current assets Inventories Trade and other receivables Deposits Prepayments Amount due from associated companies Cash and cash equivalents 446 1.881 180 173 2 372 15 900 7.354 1.922 (1. and its Subsidiary Companies Statement of Adjustments for the Unaudited Proforma Combined Financial Statements of the Group Proforma Combined Balance Sheet Audited Combined Financial Statements As at 31 December 2006 S$’000 Non-current assets Property.393 149 15 6.530 352 16 57 11.134 5.220 Current liabilities Trade and other payables Other liabilities Bank overdrafts Amount due to a related party Finance lease liabilities Club membership payable – current Provision for taxation 5.558 8.649 13 11.639 K-9 .495 28 5.427 485 20 576 1.565 9.

441 304 17 86 9.140 9. plant and equipment Intangible assets Investment in associated companies Amount due from associated companies 9.299 1. and its Subsidiary Companies Statement of Adjustments for the Unaudited Proforma Combined Financial Statements of the Group Proforma Combined Balance Sheet Unaudited Combined Financial Statements As at 30 June 2007 S$’000 Non-current assets Property.071 Net Assets Proforma shareholders’ equity 9.179 Unaudited Proforma Combined Financial Statements As at 30 June 2007 S$’000 Proforma adjustments S$’000 (730) 28 K-10 .377 9.APPENDIX K – REPORT FROM THE AUDITORS AND THE UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD.407 9.167 203 140 351 15 818 6. AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd.362 6.553 665 22 4.029 Current liabilities Trade and other payables Other liabilities Bank overdrafts Finance lease liabilities Club membership payable – current Provision for taxation 5.666 Net Current Assets/(Liabilities) Non-Current Liabilities Finance lease liabilities Other liabilities Club membership payable – long term Deferred tax liabilities 401 – 13 657 1.167 203 140 323 15 818 6.553 665 22 3.694 (395) 526 171 1.772 304 17 86 11.848 Current assets Inventories Trade and other receivables Deposits Prepayment Amount due from associated companies Cash and cash equivalents 526 171 1.140 284 22 685 22 13 657 1.331 10.092 7.407 363 5.

3. The proforma combined financial statements. may not give a true picture of the Proforma Group’s actual financial position. and what the financial positions of the Proforma Group as at 31 December 2006 and 30 June 2007 would have been had the Significant Event occurred on 31 December 2006. (ii) Based on the assumptions discussed above.60 million since 31 December 2006 to the latest practicable date and approximately S$1. which have occurred since 31 December 2006 and any significant changes made to the capital structure of the Company subsequent to 30 June 2007. changes in equity and cash flows of the Proforma Group for the financial year ended 31 December 2006 and the six month period ended 30 June 2007 would have been had the Significant Event occurred on 1 January 2006. They are not necessarily indicative of the results of the operations or the related effects on the financial positions that would have been attained had the abovementioned Significant Event occurred at the respective dates as assumed. changes in equity and cash flows. as they were not available for use in the manner intended by the management during the periods presented. Basis of preparation of the proforma combined financial statements The proforma combined financial statements have been prepared for illustrative purposes only.APPENDIX K – REPORT FROM THE AUDITORS AND THE UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS OF OLD CHANG KEE LTD. and its subsidiaries in arriving at the unaudited proforma combined financial statements included herein: (i) being adjustments to effect the acquisition of plant and equipment as described in Note 2 above. 2. Significant accounting policies The proforma combined financial statements have been prepared in accordance with the accounting policies of the Proforma Group set out in Note 3 to the combined financial statements of the Group for the years ended 31 December 2004. K-11 . AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND THE FINANCIAL PERIOD FROM 1 JANUARY 2007 TO 30 JUNE 2007 Old Chang Kee Ltd. no adjustments for additional revenue were required to be made in respect of the acquisition of the plant and equipment. the Directors. taking into account the cash consideration of the acquisition and assuming that the acquisition had occurred since 1 January 2006. and Note 3 to the combined financial statements of the Group for the six month period ended 30 June 2007. because of its nature.10 million since 30 June 2007 to the latest practicable date. Significant event Save for the following significant event relating to the acquisition of assets (the “Significant Event”). 2005 and 2006. as at the date of this report. and its Subsidiary Companies Notes to the Proforma Combined Financial Statements 1. the following adjustments have been made to the combined financial statements of Old Chang Kee Ltd. – The Proforma Group acquired plant and equipment of approximately S$5. They have been prepared based on certain assumptions and after making certain adjustments to show: (i) what the financial results. In the opinion of the Directors. financial results. are not aware of any significant acquisitions/disposals of assets.

A company listed on Catalist may obtain a mandate from its shareholders to enable it to issue up to 100% of its issued share capital (of which the aggregate number of shares and convertible securities issued other than on a prorata basis must not exceed 50% of its issued share capital). the aggregate number of shares and convertible securities issued other than on a pro-rata basis may be up to 100%. the SGX-SESDAQ will be replaced by a sponsorsupervised board named Catalist on 17 December 2007. In the event where shareholders’ approval is obtained via special resolution on or after the first shareholders’ meeting. our Company must continue to comply with the SGXSESDAQ rules. The following key changes which affect our Company will take place with effect from the day from which we shall comply with the Catalist Rules:Existing Requirements under SGX-SESDAQ Rules 1. the company must prominently include a statement that its initial public offering was sponsored by its issue manager in all announcements made by it (on SGXNET or otherwise) and in all its information documents. (d) Until the above requirements have been met. 2.APPENDIX L – KEY CHANGES UNDER CATALIST RULES As announced by the SGX-ST on 26 November 2007. Our Company must meet the following requirements by the Transition Date:(a) (b) (c) submit an undertaking to. comply with the Catalist Rules to the SGX-ST. comply with any conditions imposed by the SGX-ST. and send a copy of the announcement to each Shareholder on our register at the date of the announcement. the company must retain a Sponsor at all times. L-1 . including the name of our Sponsor (as defined below) and the date from which we will comply with the Catalist Rules as agreed with the SGX-ST. Our Company may be delisted if we fail to comply with the above requirements by the Transition Date. it will be listed on Catalist. The SGX-ST will publish a date (“Transition Date”) from which our Company and all existing SGX-SESDAQ issuers are required to comply with the listing rules of Catalist (the “Catalist Rules”). New Requirements under Catalist Rules The SGX-ST will authorise intermediaries (“Sponsors”) through certain requirements. For two years after the listing of a company on the Official List of the SGX-SESDAQ. inter alia. As our Company will be listed after 17 December 2007. At least 12 months’ notice will be given and the SGX-ST may impose conditions. announce our intention to the market giving no less than one month’s notice. A company may be delisted if it does not have a Sponsor for more than three continuous months. After the listing of a company on Catalist. A company listed on the Official List of the SGX-SESDAQ may obtain a mandate from its shareholders to enable it to issue up to 50% of its issued share capital (of which the aggregate number of shares and convertible securities issued other than on a pro-rata basis must not exceed 20% of its issued share capital).

inter alia:(i) monitor the trading of our Shares and seek and review reasons for any unusual fluctuations in the price and volume of our Shares. and advise us if the trading of our Shares should be halted or suspended. or when the company disposes of assets. resolutions contained in notices of meetings. compared with the net asset value of the company and its subsidiaries. to ensure that the company is in compliance with the Catalist Rules and makes proper disclosure. compared with its market capitalisation. compared to the net profits of the company and its subsidiaries. (ii) (iii) (iv) L-2 . advise us on the appointment of a suitable accounting firm to meet our audit obligations. compared with the number of equity securities of the company previously in issue. Subject to the provisions of the Listing Manual. (b) (b) (c) (d) 4. The SGX-ST will review circulars of companies listed on the Official List of the SGX-SESDAQ. the aggregate value of the consideration given or received by the company. shareholders’ approval will be needed by a company listed on the Official List of the SGX-SESDAQ whenever it acquires or disposes of assets. shareholders’ approval will be needed by a company listed on Catalist when the following takes place: (a) when the company acquires assets. circulars and corporate actions) before release. The Sponsor will review all documents to be released by companies listed on Catalist to shareholders or to the market (including announcements. in the event that any of the relative figures computed on the Relative Bases exceed 50% or where the transaction will result in a fundamental change in the company’s business. or the number of equity securities issued by the company as consideration for an acquisition. in the event that any of the relative figures computed on the following bases (the “Relative Bases”) exceed 20%: (a) the net asset value of the assets to be disposed of. Subject to the provisions of the Catalist Rules. in the event that any of the relative figures computed on the Relative Bases exceed 75% or where the transaction will result in a fundamental change in the company’s business.APPENDIX L – KEY CHANGES UNDER CATALIST RULES 3. the net profits attributable to the assets acquired or disposed of. and shall. The Sponsor retained by us shall be responsible for advising us on all matters relating to the Catalist Rules. advise us on the suitability of Directors arising from proposed changes to our Board.

Our Outlets 2 Mackenzie Road (Rex) 268 Orchard Road AMK Hub Bugis Junction Bukit Merah Central Bukit Panjang Plaza Caltex Ang Mo Kio Avenue 3 Caltex Holland Caltex Lorong Chuan Causeway Point Century Square Compass Point Eastpoint Mall Far East Plaza Forum The Shopping Mall Golden Shoe Car Park Great World City Heartland Mall Hotel Meridien and Shopping Centre Hougang Mall Hougang Point Icon Village IMM Building International Plaza Junction 8 Shopping Centre Jurong Point Shopping Centre Lot 1 Shoppers’ Mall National University of Singapore Ngee Ann City Northpoint Shopping Centre Extension Novena Square Paragon Parkway Parade Peninsula Plaza Raffles City Shopping Centre Rivervale Mall Simei MRT Station SPC Dunearn Service Station SPC Punggol Service Station Square 2 Sun Plaza Suntec City Mall Tampines MRT Station Tekka Mall The Amara The Ogilvy Centre Thomson Plaza Tiong Bahru Plaza Toa Payoh Lorong 6 Ubi Avenue 2 United Square VivoCity West Mall White Sands .

com .. 2 Woodlands Terrace.oldchangkee.Old Chang Kee Ltd. Singapore 738427 Tel: (65) 6303 2400 Fax: (65) 6303 2415 Website: www.

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