Annual Report 2011 - Food Junction

Annual Report 

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Annual Report


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Financial Highlights 

Ratios 

Financial Ratios 

Earnings per Share (EPS) 

FY2007 

1.10.2006 

to 

30.9.2007 

FY2008 

1.10.2007 

to 

30.9.2008 

FY2009 

1.10.2008 

to 

31.12.2009 

FY2009* 

1.01.2009 

to 

31.12.2009 

FY2010 

1.01.2010 

to 

31.12.2010 

FY2011 

1.01.2011 

to 


Net pro t attributable 

to shareholders (S$’000) 5,163 3,291 4,335 3,248 2,645 828 

Earnings per Share (cents) 

Dividends per Share 

Exempt 1-Tier Interim Dividend (S$’000) 

Exempt 1-Tier Special Dividend (S$’000) 

Exempt 1-Tier Final Dividend (S$’000) 

3,609 

601 

2,406 

1,203 

– 

1,203 

Total Exempt 1-Tier Dividend (S$’000) 6,616 2,406 972 972 972 318 

Dividends per Share (cents) 

Dividends Cover (times) 

Return on Assets 


to shareholders (S$’000) 

Total Assets (S$’000) 

5,163 

35,691 

3,291 

37,576 

972 

– 

– 

4,335 

44,963 

972 

– 

– 

3,248 

44,963 

324 

– 

648 

2,645 

50,181 

– 

– 

318 

828 

51,450 

Return on Assets 14.5% 8.8% 9.6% 7.2% 5.3% 1.6% 

Return on Shareholders’ Equity 


to shareholders (S$’000) 

Shareholders’ Equity (S$’000) 

5,163 

22,546 

3,291 

23,404 

4,335 

29,800 

3,248 

29,800 

2,645 

31,169 

828 

30,404 

Return on Shareholders’ Equity 22.9% 14.1% 14.5% 10.9% 8.5% 2.7% 

FY2007 

30.9.2007 

FY2008 

30.9.2008 

FY2009 

30.9.2009 

FY2010 

31.12.2010 



Net Assets per Share 

Net Assets (S$’000) 22,546 23,404 29,800 31,379 30,705 

Net Assets per Share 

18.74 cents 19.46 cents 22.99 cents 24.46 cents 25.03 cents 

Net Tangible Assets per Share 

Net Tangible Assets (S$’000) 22,546 23,404 24,193 22,037 21,436 

Net Tangible Assets per Share (cents) 18.74 cents 19.46 cents 18.66 cents 17.18 cents 17.47 cents 

Current Ratio 

Current Assets (S$’000) 

Current Liabilities (S$’000) 

24,034 

(11,751) 

23,478 

(12,611) 

25,823 

(13,522) 

23,522 

(16,145) 

27,202 

(18,584) 

Net Current Assets (S$’000) 12,283 10,867 12,301 7,377 8,618 

Current Ratio 2.05 1.86 1.91 1.46 1.46 

* These gures are presented for purposes of meaningful comparison of 12-months performance. 

4.29 cents 2.74 cents 3.34 cents 2.51 cents 2.04 cents 0.65 cents 

5.50 cents 2.00 cents 0.75 cents 0.75 cents 0.75 cents 0.25 cents 

0.78 times 1.37 times 4.46 times 3.34 times 2.72 times 2.60 times 

Annual Report 7

8 

Financial Highlights (cont’d) 

Pro t & Loss Statements 

Consolidated Pro t/Loss 

Statements (S$’000) 


FY2007 

1.10.2006 

to 

30.9.2007 

FY2008 

1.10.2007 

to 

30.9.2008 

FY2009 

1.10.2008 

to 

31.12.2009 

(15 months) 

FY2009* 

1.01.2009 

to 

31.12.2009 

(12 months) 

FY2010 

1.01.2010 

to 

31.12.2010 



to 


Turnover 44,086 45,313 59,992 47,274 47,362 55,712 

By Business Segments 

Food Court Operations 

F&B Operations 

By Geographical Segments 

Singapore Operations 

Malaysia Operations 

Indonesia Operations 

China Operations 

Hong Kong Operations 

Pro t/(Loss) (S$’000) 

Turnover 

Cost of food and beverages 

Personnel expenses 

Operating lease expenses 

Other operating expenses 

(net of other income) 

Pro t Before Taxation 

Less : Taxation 

Pro t After Taxation 

Less : Non-controlling Interests 

Pro t Attributable 

to Shareholders 



Pro t/(Loss) 







Pro t/(Loss) 


Pro t Margin 




Total Pro t Margin 







Total Pro t Margin 

16,484 

27,602 

15,679 

29,634 

21,296 

38,696 

16,808 

30,466 

18,752 

28,610 

22,920 

32,792 

44,086 45,313 59,992 47,274 47,362 55,712 

39,104 

3,953 

437 

592 

– 

40,209 

3,956 

466 

682 

– 

46,318 

6,303 

887 

6,484 

– 

36,522 

4,940 

797 

5,015 

– 

34,767 

5,107 

1,300 

4,917 

1,271 

41,583 

2,809 

382 

4,626 

6,312 

44,086 45,313 59,992 47,274 47,362 55,712 

44,086 

(7,395) 

(11,211) 

(12,956) 

(5,851) 

6,673 

(1,710) 

4,963 

200 

45,313 

(8,433) 

(11,735) 

(14,230) 

(6,834) 

4,081 

(790) 

3,291 

– 

59,992 

(10,967) 

(16,396) 

(19,100) 

(8,304) 

5,225 

(890) 

4,335 

– 

47,274 

(8,538) 

(13,130) 

(15,492) 

(6,266) 

3,848 

(600) 

3,248 

– 

47,362 

(7,930) 

(12,131) 

(17,110) 

(6,862) 

3,329 

(656) 

2,673 

(28) 

55,712 

(9,294) 

(15,130) 

(20,980) 

(8,322) 

1,986 

(1,070) 

5,163 3,291 4,335 3,248 2,645 828 

5,322 

1,351 

3,782 

299 

4,379 

846 

3,929 

(81) 

3,765 

(436) 

916 

(88) 

3,733 

(1,747) 

6,673 4,081 5,225 3,848 3,329 1,986 

6,625 

873 

16 

(841) 

– 

4,172 

861 

(305) 

(647) 

– 

4,157 

1,707 

(127) 

(505) 

(7) 

3,195 

1,256 

(93) 

(503) 

(7) 

2,464 

1,536 

120 

(1,130) 

339 

3,253 

1,352 

166 

(3,857) 

1,072 

6,673 4,081 5,225 3,848 3,329 1,986 

32.3% 

4.9% 

15.1% 

16.9% 

22.1% 

3.7% 

-142.1% 

– 

15.1% 

24.1% 

1.0% 

9.0% 

10.4% 

21.8% 

-65.5% 

-94.9% 

– 

9.0% 

20.6% 

2.2% 

8.7% 

9.0% 

27.1% 

-14.3% 

-7.8% 

– 

8.7% 

* These gures are presented for purposes of meaningful comparison of 12-months performance. 

23.4% 

-0.3% 

8.1% 

8.7% 

25.4% 

-11.7% 

-10.0% 

– 

8.1% 

20.1% 

-1.5% 

7.0% 

7.1% 

30.1% 

9.2% 

-23.0% 

26.7% 

7.0% 

16.3% 

-5.3% 

3.6% 

7.8% 

48.1% 

43.5% 

-83.4% 

17.0% 

3.6%

Financial Highlights (cont’d) 

Balance Sheet 

Consolidated Balance Sheets 

(S$’000) 

Fixed Assets 

Investment Property 

Intangible Assets 

Non-current Assets 

Current Assets 

Current Liabilities 

Non-current Liabilities 

(include Reinstatement Provisions) 

Share Capital 

Treasury Shares 

Accumulated Pro ts 

Translation Reserves 

Non-controlling Interests 

Capital Expenditures (S$’000) 










Assets (S$’000) 




Unallocated 







FY2007 

30.9.2007 

5,396 

1,300 

– 

4,961 

FY2008 

30.9.2008 

8,198 

– 

– 

5,900 

FY2009 

31.12.2009 

8,571 

– 

5,607 

4,962 

FY2010 

31.12.2010 

9,122 

– 

9,132 

8,406 



9,126 

– 

8,968 

6,154 

11,657 14,098 19,140 26,660 24,248 

24,034 

(11,751) 

23,478 

(12,611) 

25,823 

(13,522) 

23,522 

(16,145) 

27,202 

(18,584) 

12,283 10,867 12,301 7,377 8,618 

(1,394) (1,561) (1,641) (2,658) (2,161) 

22,546 23,404 29,800 31,379 30,705 

9,623 

– 

13,096 

(173) 

22,546 

– 

9,623 

– 

13,981 

(200) 

23,404 

– 

12,707 

– 

17,344 

(251) 

29,800 

– 

12,707 

(286) 

19,016 

(268) 

31,169 

210 

12,707 

(1,373) 

19,527 

(457) 

30,404 

301 

22,546 23,404 29,800 31,379 30,705 

2,400 

265 

3,592 

1,405 

2,317 

1,239 

1,706 

1,636 

3,002 

1,336 

2,665 4,997 3,556 3,342 4,338 

1,305 

4 

30 

1,326 

– 

4,685 

12 

34 

266 

– 

2,309 

442 

388 

417 

– 

2,795 

7 

320 

49 

171 

2,582 

143 

14 

1,571 

28 

2,665 4,997 3,556 3,342 4,338 

13,085 

886 

21,720 

16,205 

1,875 

19,496 

14,895 

2,654 

27,414 

30,378 

7,066 

12,738 

28,637 

12,130 

10,683 

35,691 37,576 44,963 50,182 51,450 

27,261 

4,738 

857 

2,835 

– 

29,412 

4,783 

693 

2,688 

– 

33,456 

7,097 

874 

3,043 

493 

37,494 

6,114 

948 

2,463 

3,163 

36,789 

7,080 

1,123 

2,932 

3,526 

35,691 37,576 44,963 50,182 51,450 


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Corporate Governance (cont’d) 

Food Junction Holdings Limited (the “Company”) is committed to good standards of corporate governance, 

to promote greater transparency and enhance shareholder value. Our Company has adopted measures and 

practices set out in the Singapore Exchange Securities Trading Ltd (“SGX-ST”) Listing Manual. This report 

describes our Company’s corporate governance practices during the financial year ended 31 December 2011 

with specific reference made to the principles and guidelines as set out in the Code of Corporate Governance 

2005 (the “Code”). 

Board of Directors (Principle 1) 

The Board of Directors (“Board”) provides the entrepreneurial leadership that leads and 

controls the Company. The Board sets the Company’s values and standards, ensure that the 

necessary financial and human resources are in place and works with the Management of 

the Company to ensure that obligations to shareholders and others are understood and met. 

The principal functions of the Board are: 

1. Approving the board policies, strategies and financial objectives of the Company and 

monitoring the performance of the Management; 

2. Overseeing the process for evaluating the adequacy of internal controls, risk 

management, financial reporting and compliance; 

Guideline 1.5 

3. Approving the nomination of board directors; and Guideline 1.5 

4. Assuming responsibility for corporate governance. 

Other matters requiring board approval are those involving a conflict of interests for 

a substantial shareholder or a director, material acquisition and disposal of assets, share 

issuance, dividends and other returns to shareholders. 

The Board will meet a minimum of four times annually and for FY2011, the Board met five 

times in total. The Board will objectively take decisions in the interest of the Company. The 

Board Committees comprise the Audit Committee (“AC”), Nominating Committee (“NC”) and 

Remuneration Committee (“RC”) and the Board delegates certain decision making authorities 

to these committees. Adhoc meetings are convened when circumstances require. 

The Company’s Articles of Association provide for the Board to convene meetings by means 

of a conference telephone video conferencing, audio visual or other similar electronic means. 

In the course of the financial year under review, the number of meetings held and attended by 

each of the Board and Board Committees together with the directors’ profile are as below: 

Guideline 1.5 

Guideline 1.3 

Guideline 1.4 

Type of Meeting Board AC NC RC 

Number of Meetings Held in FY2011 

Attendance 

5 4 2 2 

Christopher James Williams 5 4 – – 

David Lim Chiew Poh 5 – – – 

John Chang Tong Wah1 1 – – – 

Ronnie Tan Kay Poo @ Tan Keh Poo 5 – – – 

Tan Kok Hiang 5 4 2 2 

Lee Joo Hai 5 4 2 2 

Teo Kiang Kok2 5 4 2 2 

Ronald Issen3 0 0 0 0 

1 Mr John Chang Tong Wah relinquished as Executive Director on 15 March 2011. 

2 Mr Teo Kiang Kok resigned as Independent Director on 28 November 2011. 

3 Mr Ronald Issen was appointed as non-Independent Director on 28 November 2011. 



Upon appointment of each director, the Company will organize orientation programme for 

the new directors to ensure that incoming directors are familiar with the Company’s business 

and governance policies, disclosure of interests in securities, disclosure of any conflict of 

interest in a transaction involving the Company, prohibitions in dealing in the Company’s 

securities and restrictions on disclosure of price sensitive information. The Company will also 

fund (subject to approval by the Chairman of the Company) directors’ attendance at any 

course of instruction/training programme in connection with their duties as directors in areas 

such as accounting and legal knowledge, particularly on relevant new laws, regulations and 

changing commercial risks. 

The non-executive directors will constructively challenge and help develop proposals on 

strategy. The non-executive directors will review the performance of management in meeting 

agreed goals and objectives and monitor the reporting of performance. 

Mr Christopher James Williams 

Mr Christopher James Williams is a non-executive Chairman of the Company since 1 January 

2010. He was appointed a non-executive Director of the Company on 18 November 2009. 

He currently serves as a member of the AC. 

Mr Williams qualified as a solicitor in England and Wales in 1986 and was admitted as a 

solicitor in Hong Kong in 1991. His areas of specialization include mergers and acquisitions, 

cross border transactions, growth capital, joint ventures and corporate finance. He has been 

named one of the world’s leading mergers and acquisitions lawyers in recent editions of the 

Guide to the World’s Leading Merger and Acquisitions Lawyers, published by Euromoney 

Publications plc, and the International Who’s Who of Merger and Acquisitions Lawyers, 

published by Law Business Research. Mr Williams is currently a Partner of Howse Williams 

Bowers. 

Mr Williams is also currently serving as non-executive Deputy Chairman of Overseas Union 

Enterprise Limited. 

Mr David Lim Chiew Poh 

Mr David Lim is the Managing Director & Chief Executive Officer (“CEO”) of our Group. He 

joined our Group on 23 January 2009 as a non-executive Director and was redesignated to 

an Executive Director on 1 June 2009. He was further redesignated to Managing Director & 

CEO on 16 November 2009. 

Mr Lim has more than 20 years of experience in hospitality, leisure and trading industries. 

He holds a certificate in hotel management from the Singapore Hotel Association Training 

and Educational Centre. 

Mr John Chang Tong Wah 

Mr John Chang was the Executive Director of our Group. He joined our Group on 1 August 

2009 as an Executive Director and assumed the role of Chief Financial Officer (“CFO”) and 

Company Secretary on 31 October 2009. He has relinquished his role of CFO, Company 

Secretary and Executive Director on 8 February 2011, 18 February 2011 and 15 March 2011 

respectively. 

Mr Chang has more than 19 years of experience in financial management and hospitality 

management. He holds a Master of Business Administration from the University of Adelaide 

in Australia and a Bachelor of Accountancy (Honours) from the National University of 

Singapore. He is a Fellow Certified Public Accountant of Singapore and a certified Financial 

Risk Manager. 

Dr Ronnie Tan Kay Poo @ Tan Keh Poo 

Dr Ronnie Tan is a non-executive and non-independent Director of our Group and was nonexecutive 

Chairman and AC member until 1 January 2010. He currently also serves as a 

non-executive Director of the Auric Pacific Group Limited and is also the Chief Executive 

Officer of Bowsprit Capital Corporation Limited, the Manager of First REIT in Singapore. 

Dr Tan holds a Master degree in Health Administration and has more than 30 years of 

experience in the healthcare sector. Dr Ronnie Tan will retire at the forthcoming Annual 

General Meeting. He is not seeking re-election at the Annual General Meeting. 

34 Annual Report 

Guideline 1.6


Mr Tan Kok Hiang 

Mr Tan Kok Hiang is a non-executive independent Director of our Group since 1 October 

2001. He is the Chairman of the AC and a member of the NC and RC. Currently, Mr Tan 

sits on the Boards of a few other public listed companies in Singapore. He has more than 

30 years of experience in accounting and finance. He holds a Bachelor of Accountancy 

(Honours) degree from the University of Singapore and is a member of the Singapore 

Institute of Directors. 

Mr Lee Joo Hai 

Mr Lee Joo Hai is a non-executive independent Director of our Group since 1 October 2001 

and he is the Chairman of the NC and RC. He is also one of the members of the AC. Mr Lee 

is currently a Partner in a public accounting firm in Singapore. He has more than 20 years 

of experience in accounting and auditing. He is a Certified Public Accountant of Singapore 

and is a member of the Institute of Chartered Accountants in England and Wales, United 

Kingdom. 

Mr Teo Kiang Kok 

Mr Teo Kiang Kok is a non-executive independent Director of our Group since 1 October 

2002 and he was the Chairman of the NC until his resignation as a Director on 28 November 

2011. He was also one of the members of the AC and RC. Mr Teo is a Senior Partner of 

ShookLin & Bok, a firm of advocates and solicitors. He has more than 20 years of experience 

in legal practice and is currently the head of corporate finance and China practice groups 

of ShookLin & Bok. His main areas of practice are corporate finance, international finance 

and securities. In the course of his legal practice, Mr Teo has advised listed companies 

extensively on corporate law and compliance requirements. 

Mr Ronald Issen 

Mr Ronald Issen is a non-executive and non-independent Director of our Group since 28 

November 2011 and he is also one of the members of the AC, NC and RC. Mr Issen is, inter 

alia, a Director of Lippo Realty Holdings, Capella Hotel Group Asia and has also acted as a 

Senior Advisor with Apollo Global Management, LLC. He was a past Director of Midan Incheon 

Development Company (formerly Lippo Incheon Development Company) and was a member 

of the Executive Committee of eSun Holdings Limited, part of Hong Kong’s Lai Sun Group. 

He began his career with Smith Barney and the Boston Consulting Group and subsequently 

spent more than 10 years with Banque Indosuez and its successor entities. In the non-profit 

sector, he is President and a Director of the Stanford GSB Chapter of Hong Kong. Mr. Issen 

holds a Master of Business Administration from Stanford University, where he was an EJ 

Gallo Foundation Fellow, and holds a Bachelor of Arts from Williams College, cum laude with 

honors. 

Board Composition and Balance (Principle 2) 

The Board complies with the Code’s requirement that at least one-third of the Board should 

be made up of independent Directors. The Board is able to exercise objective judgment on 

corporate affairs independently, in particularly, from the Management of the Company. The 

Board is also able to make decisions without the influence or domination by any individual or 

any small group of individuals. 

The independence of each director is reviewed annually by the NC. The NC adopts the Code’s 

definition of what constitutes an independent director in its review. As a result of the NC’s 

review of the independence of each director for FY2011, the NC is of the view that the nonexecutive 

independent directors are independent. 

As at 15 March 2012, the Board comprises 1 executive director, 3 non-executive and nonindependent 

directors and 2 non-executive independent directors. While the Company’s 

Articles of Association allow for the appointment of a maximum of 9 directors, the NC is of 

the view that the current board size of 6 directors is appropriate, taking into account the 

nature and scope of the Company’s operations. The NC is also of the view that the current 

board comprises directors who as a group provide core competencies such as accounting/ 

finance, business/management etc that are necessary to meet the Company’s performance 

targets. 

Guideline 2.2 

Guideline 2.3 



Chairman and Chief Executive Officer (Principle 3) 

The Board is chaired by Mr Christopher James Williams, who is a non-executive Director. 

The roles of Chairman and CEO are kept separate to ensure an appropriate balance of power, 

increased accountability and greater capacity of the Board for independent decision making. 

In the capacity of CEO, Mr David Lim bears the executive responsibility for the Company’s 

business. Mr Christopher James Williams and Mr David Lim are not related to each other. 

Our Chairman prepares the meeting agenda and schedule meetings that enable the Board 

to perform its duties responsibly while not interfering with the flow of the Company’s 

operations. He is also responsible to exercise control over the quality, quantity and 

timeliness of the flow of information between the Management and the Board. He will 

encourage constructive relationships between the Board and Management. He will ensure 

that the Company engages in effective communication with shareholders. He will facilitate 

the effective contribution of non-executive directors in particular and encourage constructive 

relationships between executive directors and non-executive directors. Our Chairman 

will assist the Board in ensuring compliance with the Company’s guidelines on corporate 

governance. 

Nominating Committee (Principles 4 & 5) 

(Board Membership/ Board Performance) 

The NC comprises of 3 non-executive directors, two of whom are independent of 

management. The Chairman of the NC is Mr Lee Joo Hai and the 2 other members are Mr 

Tan Kok Hiang and Mr Ronald Issen. Mr Lee, the NC Chairman, is not associated with the 

substantial shareholder. 

The principal functions of the NC are: 

1. Make recommendations to the Board on appointment of new executive and nonexecutive 

directors, including making recommendations to the composition of the 

board and the balance between executive and non-executive directors appointed to 

the Board; 

2. Responsible for identifying and nominating candidates for the approval of the Board, 

determining annually whether or not a director is independent, to fill board vacancies 

as and when they arise as well as put in place plans for succession, in particular for 

the Chairman and CEO; 

3. Review board structure, size and composition and make recommendations to the 

Board with regards to adjustments that are deemed necessary; 

4. Recommend directors who are retiring by rotation to be put forward for re-election; 

5. Decide whether or not a director is able to and has been adequately carrying out 

his duties as a director of the Company, particularly when he has multiple board 

presentations; and 

6. Responsible for assessing the effectiveness of the Board as a whole and for assessing 

the contribution of individual director to the effectiveness of the Board. 

New directors will be appointed by way of board resolution after the NC approves their 

appointment. Such new directors must submit themselves for re-election at the next Annual 

General Meeting (“AGM”) of the Company. Article 89 of the Company’s Articles of Association 

requires one third of the Board to retire by rotation at every AGM. For FY2011, the NC used 

the attendance, participation and contribution of individual director at board and committee 

meetings to evaluate the individual director’s performance. 


Guideline 3.1 

Guideline 4.1 

Guideline 4.5 & 

Guideline 5.1 

Guideline 5.1 

Guideline 4.5


Directors’ Information Guideline 4.6 

Name/ Designation 

(Shareholdings) 

Christopher James Williams 

non-executive Chairman 

(Shareholding – 0%) 

David Lim Chiew Poh 

Managing Director & CEO 

(Shareholding - 0%) 

John Chang Tong Wah 1 

Executive Director 


Ronnie Tan Kay Poo @ Tan 

Keh Poo 

non-executive Director 

(Shareholding – 0%) 

Tan Kok Hiang 

Independent Director 


Lee Joo Hai 



Teo Kiang Kok 2 



Academic & 

Professional 

Qualifications 

BA (Hons) 

Solicitor 

Certificate 

in Hotel 

Management 

MBA, FRM & 

FCPAS 

Master 

in Health 

Administration 

Date of 1 st 

Appointment 

18 Nov 2009 Stand for 

re-election 

at the 

forthcoming 

AGM 

23 Jan 2009 Not subject 

to re-election 

Date of last 

Re-election AC NC RC 

Member – – 

– – – 

1 Aug 2009 21 April 2010 – – – 

1 Feb 2006 Retiring 

at the 

forthcoming 

AGM 

– – – 

B.Acc (Hons) 1 Oct 2001 21 April 2011 Chairman Member Member 

CPA & ICAEW 1 Oct 2001 21 April 2011 Member Chairman Chairman 

LLB. (Hons) 

(Hull) 

Barrister-at-law 

(Lincoln’s Inn) 

Advocate & 

Solicitor 

Ronald Issen BA (Williams 

College) 

MBA (Stanford 

University) 

1 Oct 2002 22 Jan 2009 – – – 

28 November 

2011 

Stand for 

re-election 

at the 

forthcoming 

AGM 




Access to Information (Principle 6) 

In order to ensure that the Board is able to fulfill its responsibilities, the Management 

will provide the Board with complete, adequate and timely information prior to board 

meetings and on an on-going basis. Separate and independent access (like mobile 

phone numbers and e-mail addresses) of the Company’s senior management and 

company secretary is also given to the Board to facilitate access. 

Member Member Member 



Should directors, whether as an individual or group, need independent professional 

advice, the company secretary will, upon direction by our Board, appoint a 

professional advisor selected by our Group and approved by the Chairman, to render 

the advice. The Company will bear the cost of professional advice and services 

rendered. 

The Company Secretary attends all board meetings and is responsible to ensure that 

board procedures are followed. It is the Company Secretary’s responsibility to ensure 

that the Company complies with the requirements of the Companies Act. Together 

with the management staff, the company secretary is responsible for compliance with 

all other rules and regulations that are applicable to the Company. 

Remuneration Committee (Principles 7, 8 & 9) 

(Remuneration Matters / Level & Mix of Remuneration / Disclosure of Remuneration) 

The RC comprises 3 non-executive directors, two of whom are independent directors. 

The Chairman of the RC is Mr Lee Joo Hai and the 2 other members are Mr Tan Kok 

Hiang and Mr Ronald Issen. Mr Lee, the RC Chairman, is not associated with the 

substantial shareholder. 

The RC reviews and recommends to our Board in consultation, a framework of 

remuneration and to determine specific remuneration packages and terms of 

employment for directors and those employees related to executive directors and 

controlling shareholders of our Group. The RC has full authority to engage any 

external professional advice on matters relating to remuneration as and when the 

need arises. 

The Executive Director has service agreement/contract which is renewed every three 

years. 

The non-executive Directors are paid yearly directors’ fees of an agreed amount and 

the said fee is subjected to shareholders’ approval at AGM. Currently, the Company 

does not have any long-term incentive scheme for its directors. 

There are no material contracts and loan of our Group involving the interest of the 

CEO, director or controlling shareholder, either still subsisting at the end of the 

financial year or if not then subsisting, entered into since the end of the previous 

financial year save as disclosed as Interested Person Transactions on Page 43 of the 

Annual report. 

The remuneration policy for key executives is a fixed salary commensurate with 

their job scope and responsibilities, plus a variable bonus based on the Group’s 

performance and that of the key executives. Our Group does not have any employee 

share option scheme. 

There are no employees whose remuneration exceeds $150,000 during the year who 

are related to the Directors or the CEO or Substantial Shareholders. 


Guideline 9.1 

Guideline 9.4 

Guideline 9.3


Directors’ Remuneration Guideline 9.2 


FY2010 


Non-Executive FY2010 Executive Non-Executive 

Remuneration Level Executive Directors Directors 

Directors 

Directors 

$500,000 and Above – – – – 

$250,000 to $499,999 David Lim Chiew 

Poh 

– – – 

Below $250,000 John Chang Tong 

Wah1 Christopher James David Lim Chiew Christopher James 

Williams 

Poh 

Williams 

Ronnie Tan Kay 

Poo@ Tan Keh Poo 

Tan Kok Hiang 

Lee Joo Hai 

Teo Kiang Kok 2 

Ronald Issen 3 

John Chang Tong 

Wah 




Description of Remuneration 

Breakdown Director Fee 

Base/ Fixed 

Salary Benefits-in-kind 

Ronnie Tan Kay 

Poo@ Tan Keh Poo 

Tan Kok Hiang 

Lee Joo Hai 

Teo Kiang Kok 

Variable/ 

Performance 

Related Income/ 

Bonus 

Christopher James Williams 100% – – – 

Ronnie Tan Kay Poo@ Tan Keh Poo1 100% – – – 

David Lim Chiew Poh – 74% 4% 22% 

John Chang Tong Wah2 – 100% – – 

Tan Kok Hiang 100% – – – 

Lee Joo Hai 100% – – – 

Teo Kiang Kok3 100% – – – 

Ronald Issen4 – – – – 

1 Dr Ronnie Tan’s director fee is payable to APGL. 




Key Executives’ Remuneration (Executives who are not Directors of the Group) Guideline 9.2 

Remuneration Level FY2011 FY2010 

$500,000 and Above – – 

$250,000 to $499,999 – – 

Below $250,000 Eric Gan Chee Teik 

Leslie Lim Kok Sing 

Leslie Lim Kok Sing 

Mok Chi Keong 

Mok Chi Keong 

Mike Tan Loong Choon 

Martin Woo See Mui 

Kelvin Khoo Choon Lam 

Martin Woo See Mui 



Information on the key management staff: 

Mr Eric Gan Chee Teik 

Mr Eric Gan is the Chief Financial Officer and Company Secretary of the Group. Prior to 

joining the Group on 8 February 2011, he had held numerous positions in his more than 

15 years career, spanning from international accounting firms to public listed companies 

in Singapore. Mr Eric Gan is responsible for financial reporting, corporate finance, treasury 

management, audit, taxation and company secretarial matters of our Group. He is a Fellow 

of The Association of Chartered Certified Accountants (United Kingdom) and a member of 

the Institute of Certified Public Accountants of Singapore. 

Mr Leslie Lim Kok Sing 

Mr Leslie Lim is the General Manager, Operations in charge of the food court operations. Mr 

Lim has been with the Company for more than 10 years. He joined our Group in 1997 as 

an Operation Executive and had been promoted to various positions since then. Before the 

promotion to General Manager, he was the Assistant General Manager for China Operations. 

Mr Mok Chi Keong 

Mr Mok Chi Keong is the General Manager, Project Management in charge of overseeing and 

managing our Group’s projects, including the renovation works of our F&B outlets. Mr Mok 

joined our Group in 1999 as Project Executive and had been promoted to various positions 

since then. In 2005, he was promoted to the position of Senior Project Manager. Mr Mok 

holds a Diploma in Building Services Engineering. 

Mr Martin Woo See Mui 

Mr Martin Woo is the Group Executive Chef, who is primarily responsible for ensuring the 

consistency of the food quality of our F&B business, menu planning and development of 

new F&B concepts for the Group. Mr Woo joined our Group in August 2009. Prior to joining 

our Group, he was Executive Sous Chef of Singapore Hilton Hotel for 12 years. He has more 

than 23 years of experience in the food & beverages and hospitality industries. 

Mr Kelvin Khoo Choon Lam 

Mr Kelvin Khoo is the General Manager, F&B (Food Apps). He is in charge of the operations 

of the Group’s operations in China. Prior to re-joining our Group in July 2011, Mr Khoo had 

worked with The Westin Beijing Chaoyang in the People’s Republic of China as the Director 

of Events & Catering. He has more than 19 years of experience in the food & beverages and 

hospitality industries. 

Accountability (Principle 10) 

The Board’s responsibility to shareholders, public and regulators is to provide a balance and 

understandable assessment of the Company’s performance, position and prospects. The 

Management of the Company is accountable to the Board and presents to the Board the 

quarterly and full-year results and the AC reports on the results for review and approval. 

The Board approved the results and authorized the release of results to the SGX-ST and the 

public via SGXNET. 

40 Annual Report


Audit Committee (Principle 11) 

The AC comprises 4 non-executive directors of whom 2 are independent directors. The 

Chairman of the AC is Mr Tan Kok Hiang and the other 3 members are Mr Lee Joo Hai, Mr 

Christopher James Williams and Mr Ronald Issen. The principal functions of the AC are: 

1. Review with the external auditors the audit plans, their evaluation of the system 

of internal controls, their audit report, their management letter and the Company’s 

responses; 

2. Review any formal announcements relating to the Company’s financial performance; 

3. Review and discuss quarterly results and annual financial statements, balance sheets 

and profit and loss accounts before submission to the directors for approval, focusing 

in particular on significant financial reporting issues and judgments, changes in 

accounting policies and practices, major risks areas, significant adjustments resulting 

from the audit, the going concern statement, compliance with accounting standards as 

well as compliance with any stock exchange and statutory/regulatory requirements; 

4. Review and discuss internal controls and procedures, and ensure co-ordination 

between external auditors and the management, reviewing the assistance given by 

the management to the auditors, and discussing problems and concerns, if any arising 

from the quarterly and final audits, and any matters which the auditors may wish to 

discuss; 

5. Review and discuss with the external auditors any suspected fraud or irregularity, 

or suspected infringement of any relevant laws, rules or regulations, which has or is 

likely to have a material impact on the Group’s operating results or financial position, 

and the management’s response; 

6. Review the appointment or re-appointment of the external auditors, terms of 

engagement and matters relating to resignation or dismissal of the auditors; 

7. Review transactions falling within the scope of Chapter 9 and Rule 1006 of the Listing 

Manual; 

8. Review the adequacy of the internal controls as set out in Guideline 12.1 of the Code 

of Corporate Governance 2005. 

9. Review the scope and results of the internal audit procedures including the 

effectiveness of the internal audit functions and ensure that the internal audit function 

is adequately resourced and has appropriate standing within the Company and to 

review and ensure annually the adequacy of the internal audit function; 

10. Review annually the scope and results of the audit and its cost of effectiveness and 

the independence and objectivity of the external auditors; 

11. Review arrangements by which staff of the Company may, in confidence, raise 

concerns about possible improprieties in matters of financial reporting or other matters 

and ensure that arrangements are in place for the independent investigations of such 

matters and for appropriate follow up actions. 

12. Such other reviews and projects as may be requested by the Board, and report to 

Board its findings from time to time on matters arising and requiring the attention of 

the AC; and 

13. Generally undertake such other functions and duties as may be required by statute or 

the Listing Manual, and by such amendments made thereto from time to time. 

Guideline 11.8 



The AC met once with the external auditors without the presence of the Company’s 

management for FY2011. The AC reviewed the independence of the external auditors 

annually and assessed the scope and results of the external audit versus its costs. After 

reviewing the non-audit services provided by the auditors, the AC is satisfied with the 

independence of the auditors and recommends to the Board, the nomination of the external 

auditors for re-appointment at the forthcoming AGM. 

The AC also review and approve all Interested Person Transactions (“IPT”) as defined by the 

Listing Manual to ensure that they are on arm’s length basis. The Company has established 

internal control policies to ensure that the transactions with IPT are properly reviewed and 

approved. 

All IPT above $100,000 are to be approved by a director who is not an interested person in 

respect of the particular transaction. 

Prior to 1 June 2007, all IPT where value is more than $150,000 must be approved by AC 

prior to entry. IPT where value is equal or below $150,000 need not be approved by AC 

prior to entry but shall be reviewed on a quarterly basis by AC. 

With effect from 1 June 2007, new IPT guidelines that supersede the above guidelines, 

stipulate that IPT shall be monitored under the following categories: 

1. Category 1 for transactions that are in the ordinary course of business, falling into 

grouping for (a) Lease of Premises; (b) Stall Licence; and (c) Supplies & Purchases. 

Such IPT need not be approved by AC prior to entry but shall be reviewed on a 

quarterly basis by AC. 

2. Category 2 for transactions that are not in the ordinary course of business. IPT where 

value is more than $150,000 must be approved by AC prior to entry. IPT where value 

is equal to or below $150,000 need not be approved by AC prior to entry but shall be 

reviewed on a quarterly basis by the AC. 

Internal Control & Audit (Principles 12 & 13) 

The Board acknowledges that it is responsible for the overall internal control framework, 

but recognises that no cost effective internal control system will preclude all errors and 

irregularities, as a system is designed to manage rather than eliminate the risk of failure to 

achieve business objectives, and can provide only reasonable and not absolute assurance 

against material misstatement or loss. 

The Group currently does not have a Risk Management Committee but the Management 

regularly reviews the Group’s business and operational activities to identify areas of 

significant business risks as well as appropriate measures to control and mitigate these risks. 

The Management reviews all significant control policies and procedures and will highlight all 

significant matters to the Directors and the AC. 

The Board ensures that the Management maintains a sound system of internal controls to 

safeguard the shareholders’ investments and the Company’s assets. 

For Internal Audit, the Company has outsourced and appointed Deloitte & Touche Enterprise 

Risk Services Pte Ltd as Internal Auditor since 2003. The Internal Auditor reports directly to 

the Chairman of the AC. The scope of internal audit is risk-based and the internal audit is 

carried out pursuant to the Standards for Professional Practice of Internal Auditing issued by 

the Institute of Internal Auditors. 

For FY2011, the Board is of the view that based on the reports from the external and 

internal auditors, the internal control system of the Group is adequate for its needs. As 

adequate system of internal controls has been implemented for all the companies within 

the Group, Management has ensured that the shareholders’ investment and the Company’s 

assets are safeguarded. 





Guideline 12.2


Communication with Shareholders (Principles 14 & 15) 

The Company engages in regular, effective and fair communication with its shareholders. 

The Company will announce its results quarterly via the SGXNET. Results are announced and 

annual reports are issued within mandatory period. For price sensitive information, it will 

be publicly released via SGXNET before the Company meets with any group of investors or 

analysts. 

For the AGM, all shareholders of the Company will receive the notice of AGM together with 

the Annual report by mail. The Annual Report and Notice of AGM will also be loaded onto 

our website at www.foodjunction.com. The Notice of AGM is also advertised in the local 

newspaper as well as released via SGXNET. At the AGM, the Directors and Management 

together with the auditors will be present to address shareholders’ questions. 

There are separate resolutions at the AGM for each distinct issue. The Company’s Articles 

of Association allow a member of the Company to appoint one or two proxies to attend and 

vote on behalf of the member. 

Interested Person Transactions 

The aggregate value of Interested Person Transactions entered into with Lippo Group (which 

holds 49.28% of total shares issued in APGL) and its associates during the financial year 

under review under Chapter 9 of the SGX-ST Listing Manual were as follows:- 

Name of Interested Person 

IPT related to Lippo Group 

& its associates 

Aggregate value of 

all interested person 

transactions during FY2011 

(excluding transactions 

less than S$100,000 and 

transactions conducted 

under shareholders’ 

mandate pursuant to Rule 

920) 

Aggregate value of 

all interested person 

transactions conducted 

under shareholders’ 

mandate pursuant to 

Rule 920 (excluding 

transactions less than 

S$100,000) 

$1,063,000 – 

It is the Group’s policy to ensure that all Interested Person Transactions are negotiated 

on normal commercial terms consistent with the Group’s internal control policy and 

usual business practices. The Group and AC are satisfied that all the Interested Person 

Transactions are entered into at arm’s length basis and not prejudicial to the interests of the 

Company or its minority shareholders. 

Material Contracts 

In FY2011, no material contracts were entered into between the Company or any of its 

subsidiaries involving the interest of any director or controlling shareholder, which are either 

subsisting at the end of the financial year or, if not then subsisting, entered into since the 

end of the previous year except for directors remuneration and related party transactions as 

disclosed in Note 16 and Note 18 of the financial statements. 

Dealing in Securities 

The Company has adopted and implemented an internal compliance code to provide 

guidance to its Directors and key employees in relation to the dealings in its securities as 

stipulated under Rule 1207(18) of the Listing Manual issued by the SGX-ST. Directors and 

key employees who have access to material price sensitive information are prohibited from 

dealing in securities of the Company prior to the announcement of a matter that involves 

material unpublished price sensitive information. They are also prohibited from dealing in the 

Company’s securities during the period commencing two weeks before the announcement 

of the Company’s quarterly results and ending on the day after the announcement of the 

quarterly results. In addition, the Company discourages Directors and key employees from 

dealing in the Company’s securities on short term consideration. 

The guidelines on share purchases under the Share Purchase Mandate, to be renewed 

at the Company’s forthcoming AGM also provides that the Company may not effect any 

shares purchase during the period commencing one month immediately preceding the 

announcement of the Company’s full year results and the period of two weeks immediately 

preceding the announcement of its quarterly results. 


44 

Directors’ Report (cont’d) 

The directors are pleased to present their report to the members together with the audited consolidated 

financial statements of Food Junction Holdings Limited (the “Company”) and its subsidiary companies 

(collectively, the “Group”) for the financial year ended 31 December 2011. 

Directors 

The directors of the Company in office at the date of this report are: 

Christopher James Williams (Non-Executive Chairman) 

David Lim Chiew Poh (Managing Director & Chief Executive Officer) 

Ronnie Tan Kay Poo @ Tan Keh Poo (Non-Executive Director) 

Tan Kok Hiang (Independent Director) 

Lee Joo Hai (Independent Director) 

Ronald Issen (Non-Executive Director appointed on 28 November 2011) 

Arrangements to enable directors to acquire shares and debentures 

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement 

whose objects are, or one of whose objects is, to enable directors of the Company to acquire benefits by 

means of the acquisition of shares or debentures of the Company or any other body corporate. 

Directors’ interests in shares and debentures 

None of the directors who held office at the end of the financial year had an interest in any shares or 

debentures of the Company or of related corporations, either at the beginning of the financial year, or date of 

appointment if later, or at the end of the financial year or 21 January 2012. 

Directors’ contractual benefits 

Except as disclosed in Note 18 to the financial statements, since the end of the previous financial year, no 

director of the Company has received or become entitled to receive a benefit (other than a benefit or any 

fixed salary of a full-time employee of the Company included in the aggregate amount of emoluments shown 

in the financial statements, or any emoluments received from a related corporation) by reason of a contract 

made by the Company or a related corporation with the director, or with a firm of which the director is a 

member, or with a company in which the director has a substantial financial interest. 

Share options 

No share options to take up unissued shares of the Company or any subsidiary company have been granted. 


Directors’ Report (cont’d) 

Audit Committee 

The Audit Committee comprises 4 members, of whom 2 are independent non-executive directors. The 

members of the Committee are: 

Tan Kok Hiang (Chairman) 

Lee Joo Hai 


Ronald Issen (Appointed on 28 November 2011) 

Teo Kiang Kok (Resigned on 28 November 2011) 

The Audit Committee performs its functions in accordance with Section 201B(5) of the Singapore Companies 

Act, Cap. 50 and the requirements of the Singapore Exchange. In performing those functions, the Audit 

Committee reviewed the overall scope of external audit and the assistance given by the Company’s officers 

to the auditors. The Audit Committee met with the external auditors to discuss the results of their audit 

and their evaluation of the systems of internal accounting controls. The Audit Committee also reviewed the 

financial statements of the Company and the consolidated financial statements of the Group for the year 

ended 31 December 2011, as well as the external auditors’ report thereon. 

The Audit Committee has recommended to the Board of directors that Ernst & Young LLP be nominated for 

re-appointment as auditors at the forthcoming Annual General Meeting of the Company. 

Further details regarding the Audit Committee are disclosed in the Report on Corporate Governance. 

Auditors 

Ernst & Young LLP have expressed their willingness to accept re-appointment as auditors. 

On behalf of the Board of Directors, 


Director 


Director 

Singapore 

15 March 2012 


46 

Statement by Directors 

We, Christopher James Williams and David Lim Chiew Poh, being two of the directors of Food Junction 

Holdings Limited, do hereby state that, in the opinion of the directors, 

(i) the accompanying balance sheets, income statements, statements of comprehensive income, 

statements of changes in equity and consolidated cash flow statement together with notes thereto are 

drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company 

as at 31 December 2011 and the results of the business, changes in equity of the Group and of the 

Company, and cash flows of the Group for the year ended on that date; and 

(ii) at the date of this statement, there are reasonable grounds to believe that the Company will be able to 

pay its debts as and when they fall due. 

On behalf of the Board of Directors, 


Director 


Director 

Singapore 

15 March 2012 


Independent Auditors’ Report 

To the members of Food Junction Holdings Limited 

Report on the Consolidated Financial Statements 

We have audited the accompanying consolidated financial statements of Food Junction Holdings Limited 

(the “Company”) and its subsidiary companies (collectively, the “Group”), which comprise the balance 

sheets of the Group and the Company as at 31 December 2011, the income statements, the statements of 

comprehensive income, the statements of changes in equity of the Group and the Company and consolidated 

cash flow statement of the Group for the year then ended, and a summary of significant accounting policies 

and other explanatory information. 

Management’s responsibility for the financial statements 

Management is responsible for the preparation of financial statements that give a true and fair view in 

accordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial 

Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient 

to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or 

disposition, and transactions are properly authorised and that they are recorded as necessary to permit the 

preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of 

assets. 

Auditors’ responsibility 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted 

our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply 

with ethical requirements and plan and perform the audit to obtain reasonable assurance about 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 of the 

financial statements that give a true and fair view in order to design audit procedures that are appropriate 

in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s 

internal control. An audit also includes evaluating the appropriateness of accounting policies used and the 

reasonableness of accounting estimates made by management, as well as evaluating the overall presentation 

of the financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 

audit opinion. 

Opinion 

In our opinion, the consolidated financial statements of the Group and the balance sheet, income statement, 

statement of comprehensive income and statement of changes in equity of the Company are properly drawn 

up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a 

true and fair view of the state of affairs of the Group and of the Company as at 31 December 2011 and the 

results and changes in equity of the Group and of the Company and the changes in cash flows of the Group 

for the year ended on that date. 

Report on Other Legal and Regulatory Requirements 

In our opinion, the accounting and other records required by the Act to be kept by the Company and by 

those subsidiary companies incorporated in Singapore of which we are the auditors have been properly kept 

in accordance with the provisions of the Act. 

Ernst & Young LLP 

Public Accountants and 

Certified Public Accountants 

Singapore 

15 March 2012 


48 

Balance Sheets 

As at 31 December 2011 

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


Note Group Company 

2011 2010 2011 2010 

$’000 $’000 $’000 $’000 

Non-current assets 

Fixed assets 3 9,126 9,122 – – 

Investment in subsidiary companies 4 – – 6,823 6,821 

Loan to subsidiary companies 4 – – 9,860 3,250 

Intangible assets 5 8,968 9,132 – – 

Deposits and other receivables 6 3,655 6,744 87 87 

Prepayments and other recoverables 6 2,499 1,662 11 17 

24,248 26,660 16,781 10,175 

Current assets 

Inventories 568 332 – – 

Trade receivables 7 48 29 – – 

Deposits and other receivables 6 4,525 1,861 1,045 3,933 

Prepayments and other recoverables 6 709 1,029 8 9 

Amount due from subsidiary 

companies (non-trade) 8 – – 4,367 8,358 

Fixed deposits pledged 9 848 720 – – 

Cash and cash equivalents 10 20,504 19,551 672 386 

27,202 23,522 6,092 12,686 

Current liabilities 

Trade payables 6,014 5,874 – – 

Other payables, deposits received 

and accruals 11 11,356 9,030 580 560 

Deferred income 387 1,003 – – 

Provision for income tax 827 238 53 135 

18,584 16,145 633 695 

Net current assets 8,618 7,377 5,459 11,991 

Non-current liabilities 

Deferred taxation 12 (694) (913) – – 

Deferred income (326) (807) – – 

Provision for reinstatement cost 13 (1,141) (938) – – 

(2,161) (2,658) – – 

Net assets 30,705 31,379 22,240 22,166 

Equity attributable to owners of the 

Company 

Share capital 14 12,707 12,707 12,707 12,707 

Treasury shares 14 (1,373) (286) (1,373) (286) 

Accumulated profits 19,527 19,017 10,906 9,745 

Translation reserve (457) (269) – – 

30,404 31,169 22,240 22,166 

Non-controlling interests 301 210 – – 

Total equity 30,705 31,379 22,240 22,166

Income Statements 

For the fi nancial year ended 31 December 2011 



$’000 $’000 $’000 $’000 

Revenue 

Turnover 15 55,712 47,362 1,860 1,860 

Other income 1,274 864 1,000 2,000 

Total revenue 56,986 48,226 2,860 3,860 

Cost of food and beverages (9,294) (7,930) – – 

Advertising and promotion expenses (949) (652) (57) (75) 

Personnel expenses 16 (15,130) (12,131) (668) (447) 

Depreciation of fixed assets (3,014) (2,484) – – 

Operating lease expenses (20,980) (17,110) – – 

Other expenses (2,761) (2,139) (681) (627) 

Utilities expenses (3,240) (2,691) – – 

Interest income 17 368 240 – – 

Profit before tax 18 1,986 3,329 1,454 2,711 

Income tax (expense)/credit 19 (1,070) (656) 25 (123) 

Profit after tax 

Profit for the year attributable to: 

916 2,673 1,479 2,588 

Owners of the Company 828 2,645 

Non-controlling interests 88 28 

916 2,673 

Earnings per share attributable to 

owners of the Company 

(cents per share) 

Basic and fully diluted 20 0.65 2.04 



50 

Statements of Comprehensive Income 






$’000 $’000 $’000 $’000 

Profit after tax 

Other comprehensive income: 

916 2,673 1,479 2,588 

Foreign currency translation (185) (18) – – 

Total comprehensive income 731 2,655 1,479 2,588 

Total comprehensive income 

attributable to: 

Owners of the Company 640 2,627 1,479 2,588 

Non-controlling interests 91 28 – – 

731 2,655 1,479 2,588

Statements of Changes in Equity (cont’d) 




Attributable to owners of the Company 

Share Treasury 

capital shares Accumulated Translation 


(Note 14) (Note 14) 

profits reserve (1) 

Equity 

attributable 

to owners of 

Non- 

the Company, controlling 

Total 

total interests equity 

Group $’000 $’000 $’000 $’000 $’000 $’000 $’000 

Balance at 1 January 2011 12,707 (286) 19,017 (269) 31,169 210 31,379 

Profit for the year – – 828 – 828 88 916 

Other comprehensive income 

Foreign currency translation – – – (188) (188) 3 (185) 

Total comprehensive income for the year – – 828 (188) 640 91 731 

Contributions by and distributions to owners 

Purchase of treasury shares (Note 14) – (1,087) – – (1,087) – (1,087) 

Dividends on ordinary shares (Note 21) – – (318) – (318) – (318) 

Total contributions by and distributions 

to owners – (1,087) (318) – (1,405) – (1,405) 

Balance at 31 December 2011 12,707 (1,373) 19,527 (457) 30,404 301 30,705 

2010 

Balance at 1 January 2010 12,707 – 17,344 (251) 29,800 – 29,800 

Arising from acquisition of a subsidiary 

company (Note 4) – – – – – 182 182 

Profit for the year – – 2,645 – 2,645 28 2,673 

Other comprehensive income 

Foreign currency translation – – – (18) (18) – (18) 

Total comprehensive income for the year – – 2,645 (18) 2,627 28 2,655 


Purchase of treasury shares (Note 14) – (286) – – (286) – (286) 

Dividends on ordinary shares (Note 21) – – (972) – (972) – (972) 

Total contributions by and distributions 

to owners – (286) (972) – (1,258) – (1,258) 

Balance at 31 December 2010 12,707 (286) 19,017 (269) 31,169 210 31,379 

(1) The translation reserve is used to record exchange difference arising from the translation of the financial statements of foreign operations whose functional currencies 

are different from that of Group’s presentation currency. 



52 



Attributable to owners of the Company 

Share Treasury 

capital Shares Accumulated 

Total 


(Note 14) (Note 14) profits 

equity 

Company $’000 $’000 $’000 $’000 

Balance at 1 January 2011 12,707 (286) 9,745 22,166 

Profit for the year – – 1,479 1,479 

Other comprehensive income for the year – – – – 

Total comprehensive income for the year – – 1,479 1,479 


Purchase of treasury shares (Note 14) – (1,087) – (1,087) 

Dividends on ordinary shares (Note 21) 

Total contributions by and distributions to 

– – (318) (318) 

owners – (1,087) (318) (1,405) 

Balance at 31 December 2011 12,707 (1,373) 10,906 22,240 

2010 

Company 

Balance at 1 January 2010 12,707 – 8,129 20,836 

Profit for the year – – 2,588 2,588 

Other comprehensive income for the year – – – – 

Total comprehensive income for the year – – 2,588 2,588 


Purchase of treasury shares (Note 14) – (286) – (286) 

Dividends on ordinary shares (Note 21) 

Total contributions by and distributions to 

– – (972) (972) 

owners – (286) (972) (1,258) 

Balance at 31 December 2010 12,707 (286) 9,745 22,166 



Consolidated Cash Flow Statements 


2011 2010 

$’000 $’000 

Cash flows from operating activities 

Profit before taxation 1,986 3,329 

Adjustments: 

Exchange (gain)/loss (70) 32 

Depreciation of fixed assets 3,014 2,484 

Loss on disposal of fixed assets 28 94 

Fixed assets written off 725 99 

Finance cost on provision for reinstatement cost 47 41 

Amortisation of intangible assets 164 54 

Interest income (368) (240) 

Lease expense relating to fair value of rental deposits 309 186 

Lease expense on straight-line basis over the lease term 32 285 

Impairment loss on fixed assets 523 – 

Operating cash flows before changes in working capital 6,390 6,364 

(Increase)/decrease in: 

Inventories (236) 46 

Trade receivables, other receivables and deposits, and prepayments 

and other recoverables (111) (1,262) 

Fixed deposits pledged with banks (128) (97) 

Increase/(decrease) in: 

Trade payables, other payables, deposits received, accruals and 

deferred income 1,337 2,729 

Cash generated from operations 7,252 7,780 

Interest income received 58 62 

Income taxes paid (832) (903) 

Net cash flows generated from operating activities 6,478 6,939 

Cash flows from investing activities 

Purchase of fixed assets (4,135) (3,072) 

Proceeds from disposal of fixed assets 15 65 

Net cash outflow on acquisition of subsidiary company (Note 4) – (3,586) 

Net cash flows used in investing activities (4,120) (6,593) 

Cash flows from financing activity 

Purchase of treasury shares (1,087) (286) 

Dividends paid on ordinary shares of the Company (318) (972) 

Net cash flow used in financing activity (1,405) (1,258) 

Net increase/(decrease) in cash and cash equivalents 953 (912) 

Cash and cash equivalents at beginning of year 19,551 20,463 

Cash and cash equivalents at end of year (Note 10) 20,504 19,551 



54 

Notes to the Financial Statements (cont’d) 

31 December 2011 

1. Corporate information 

Food Junction Holdings Limited (the “Company”) is a limited liability company which is domiciled 

and incorporated in Singapore. The Company is listed on the Singapore Exchange Securities Trading 

Limited. APG Strategic Investment Private Limited is the immediate holding company of the Company. 

The penultimate holding company is Auric Pacific Investment Holdings Private Limited and the ultimate 

holding company is Auric Pacific Group Limited. Auric Pacific Group Limited is listed on the Singapore 

Exchange Securities Trading Limited. These holding companies are incorporated in Singapore. 

The registered office of Food Junction Holdings Limited is located at 50 Raffles Place, #32-01 Singapore 

Land Tower, Singapore 048623. The principal place of business is 91 Tanglin Road, #02-02 Tanglin 

Place, Singapore 247918. 

The principal activities of the Company are those of investment holding and the provision of 

management services to its subsidiary companies. The principal activities of the subsidiary companies 

are as shown in Note 4. 

There have been no significant changes in the nature of these activities during the financial year. 

The Group operates in Singapore, Malaysia, Indonesia and People’s Republic of China, including Hong 

Kong. 

2. Summary of significant accounting policies 

2.1 Basis of preparation 

The consolidated financial statements of the Group and the balance sheet, income statement, 

statement of comprehensive income and statement of changes in equity of the Company have been 

prepared in accordance with Singapore Financial Reporting Standards (“FRS”). 

The financial statements have been prepared on a historical cost basis except as disclosed in the 

accounting policies below. 

The financial statements are presented in Singapore Dollars (“SGD” or “$”) and all values in the tables 

are rounded to the nearest thousand ($’000) as indicated. 

2.2 Changes in accounting policies 

The accounting policies adopted are consistent with those of the previous financial year except in the 

current financial year, the Group has adopted all the new and revised standards and Interpretations 

of FRS (INT FRS) that are effective for annual periods beginning on or after 1 January 2011. The 

adoption of these standards and interpretations did not have any effect on the financial performance or 

position of the Group and the Company. 




2. Summary of significant accounting policies (cont’d) 

2.3 Standards issued but not yet effective 

The Group and the Company have not adopted the following standards and interpretations that have 

been issued but not yet effective: 

Description 

Effective for annual 

periods beginning 

on or after 

Amendments to FRS 107 Disclosures – Transfers of Financial Assets 1 July 2011 

Amendments to FRS 12 Deferred Tax: Recovery of Underlying Assets 1 January 2012 

Amendments to FRS 1 Presentation of Items of Other Comprehensive Income 1 July 2012 

Revised FRS 19 Employee Benefits 1 January 2013 

Revised FRS 27 Separate Financial Statements 1 January 2013 

Revised FRS 28 Investments in Associates and Joint Ventures 1 January 2013 

FRS 110 Consolidated Financial Statements 1 January 2013 

FRS 111 Joint Arrangements 1 January 2013 

FRS 112 Disclosure of Interests in Other Entities 1 January 2013 

FRS 113 Fair Value Measurements 1 January 2013 

The directors expect that the adoption of the standards and interpretations above will have no material 

impact on the financial statements in the period of initial application. 

2.4 Significant accounting estimates and judgements 

The preparation of the Group’s consolidated financial statements requires management to make 

judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, 

assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. 

However, uncertainty about these assumptions and estimates could result in outcomes that could 

require a material adjustment to the carrying amount of the asset or liability affected in the future 

periods. 

(a) Key sources of estimation uncertainty 

The key assumptions concerning the future and other key sources of estimation uncertainty at 

the end of each reporting period, 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: 

(i) Useful lives of fixed assets 

Fixed assets are depreciated on a straight-line basis over their estimated useful lives. 

Management estimates the useful lives of these fixed assets to be 6 years or the lease 

period. Changes in the expected level of usage and technological developments could 

impact the economic useful lives of these assets, therefore future depreciation charges 

could be revised. The carrying amount of the Group’s fixed assets at 31 December 2011 is 

disclosed in Note 3. 

(ii) Impairment of loans and receivables 

The Group assesses at the end of each reporting period whether there is any objective 

evidence that a financial asset is impaired. To determine whether there is objective 

evidence of impairment, the Group considers factors such as the probability of insolvency 

or significant financial difficulties of the debtor and default or significant delay in 

payments. 

Where there is objective evidence of impairment, the amount and timing of future cash 

flows are estimated based on historical loss experience for assets with similar credit risk 

characteristics. The carrying amount of the Group’s loans and receivables at 31 December 

2011 is disclosed in Note 6. 


56 




2.4 Significant accounting estimates and judgements (cont’d) 

(a) Key sources of estimation uncertainty (cont’d) 


(iii) Impairment of non-financial assets 

An impairment exists when the carrying value of an asset or cash generating unit exceeds 

its recoverable amount, which is the higher of its fair value less costs to sell and its value 

in use. The fair value less costs to sell calculation is based on available data from binding 

sales transactions in an arm’s length transaction of similar assets or observable market 

prices less incremental costs for disposing the asset. The value in use calculation is 

based on a discounted cash flow model. The cash flows are derived from the budget for 

the next five years and do not include restructuring activities that the Group is not yet 

committed to or significant future investments that will enhance the asset’s performance 

of the cash generating unit being tested. The recoverable amount is most sensitive to the 

discount rate used for the discounted cash flow model as well as the expected future cash 

inflows and the growth rate used for extrapolation purposes. Further details of the key 

assumptions applied in the impairment assessment of goodwill and trademark, are given 

in Note 5. 

(b) Judgements made in applying accounting policies 

In the process of applying the Group’s accounting policies, management has made the following 

judgements, apart from those involving estimations, which have the most significant effect on 

the amounts recognised in the financial statements: 

(i) Operating lease commitments – As lessor 

The Group has entered into operating leases with the landlords on its food court premises. 

The Group licences the use of food and beverage stalls within the food courts to individual 

stallholders. The Group has determined that these are operating lease arrangements 

where significant risks and rewards of these food court premises have not been 

transferred. 

2.5 Basis of consolidation and business combinations 

(a) Basis of consolidation 

Basis of consolidation from 1 January 2010 

The consolidated financial statements comprise the financial statements of the Company 

and its subsidiary companies as at the end of the reporting period. The financial statements 

of the subsidiary companies used in the preparation of the consolidated financial statements 

are prepared for the same reporting date as the Company. Consistent accounting policies are 

applied to like transactions and events in similar circumstances. 

All intra-group balances, income and expenses and unrealised gains and losses resulting from 

intra-Group transactions and dividends are eliminated in full. 

Subsidiary companies are consolidated from the date of acquisition, being the date on which the 

Group obtains control, and continue to be consolidated until the date that such control ceases. 

Losses within a subsidiary company are attributed to the non-controlling interest even if that 

results in a deficit balance.




2.5 Basis of consolidation and business combinations (cont’d) 

(a) Basis of consolidation (cont’d) 

Basis of consolidation from 1 January 2010 (cont’d) 

A change in the ownership interest of a subsidiary company, without a loss of control, is 

accounted for as an equity transaction. If the Group loses control over a subsidiary company, it: 

– De-recognises the assets (including goodwill) and liabilities of the subsidiary company at 

their carrying amounts at the date when controls is lost; 

– De-recognises the carrying amount of any non-controlling interest; 

– De-recognises the cumulative translation differences recorded in equity; 

– Recognises the fair value of the consideration received; 

– Recognises the fair value of any investment retained; 

– Recognises any surplus or deficit in profit or loss; 

– Re-classifies the Group’s share of components previously recognised in other 

comprehensive income to profit or loss or retained earnings, as appropriate. 

Basis of consolidation prior to 1 January 2010 

Certain of the above-mentioned requirements were applied on a prospective basis. The following 

differences, however, are carried forward in certain instances from the previous basis of 

consolidation: 

– Acquisition of non-controlling interests, prior to 1 January 2010, were accounted for using 

the parent entity extension method, whereby, the difference between the consideration 

and the book value of the share of the net assets acquired were recognised in goodwill. 

– Losses incurred by the Group were attributed to the non-controlling interest until the 

balance was reduced to nil. Any further losses were attributed to the Group, unless 

the non-controlling interest had a binding obligation to cover these. Losses prior to 1 

January 2010 were not reallocated between non-controlling interest and the owners of the 

Company. 

– Upon loss of control, the Group accounted for the investment retained at its proportionate 

share of net asset value at the date control was lost. The carrying value of such 

investments as at 1 January 2010 have not been restated. 

(b) Business combinations 

Business combinations from 1 January 2010 

Business combinations are accounted for by applying the acquisition method. Identifiable assets 

acquired and liabilities assumed in a business combination are measured initially at their fair 

values at the acquisition date. Acquisition-related costs are recognised as expenses in the 

periods in which the costs are incurred and the services are received. 

When the Group acquires a business, it assesses the financial assets and liabilities assumed for 

appropriate classification and designation in accordance with the contractual terms, economic 

circumstances and pertinent conditions as at the acquisition date. This includes the separation 

of embedded derivatives in host contracts by the acquiree. 


58 




2.5 Basis of consolidation and business combinations (cont’d) 

(b) Business combinations (cont’d) 


Business combinations from 1 January 2010 (cont’d) 

Any contingent consideration to be transferred by the acquirer will be recognised at fair value 

at the acquisition date. Subsequent changes to the fair value of the contingent consideration 

which is deemed to be an asset or liability, will be recognised in accordance with FRS 39 either 

in profit or loss or as a change to other comprehensive income. If the contingent consideration 

is classified as equity, it is not be remeasured until it is finally settled within equity. 

In business combinations achieved in stages, previously held equity interests in the acquiree are 

remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised 

in profit or loss. 

The Group elects for each individual business combination, whether non-controlling interest in 

the acquiree (if any) is recognised on the acquisition date at fair value, or at the non-controlling 

interest’s proportionate share of the acquiree’s identifiable net assets. 

Any excess of the sum of the fair value of the consideration transferred in the business 

combination, the amount of non-controlling interest in the acquiree (if any), and the fair value 

of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of 

the acquiree’s identifiable assets and liabilities is recorded as goodwill. The accounting policy for 

goodwill is set out in Note 2.9(a). In instances where the latter amount exceeds the former, the 

excess is recognised as gain on bargain purchase in profit or loss on the acquisition date. 

Business combinations prior to 1 January 2010 

In comparison to the above mentioned requirements, the following differences applied: 

Business combinations are accounted for by applying the purchase method. Transaction costs 

directly attributable to the acquisition formed part of the acquisition costs. The non-controlling 

interest (formerly known as minority interest) was measured at the proportionate share of the 

acquiree’s identifiable net assets. 

Business combinations achieved in stages were accounted for as separate steps. Adjustments to 

those fair values relating to previously held interests are treated as a revaluation and recognised 

in equity. Any additional acquired share of interest did not affect previously recognised goodwill. 

When the Group acquired a business, embedded derivatives separated from the host contract 

by the acquiree were not reassessed on acquisition unless the business combination resulted 

in a change in the terms of the contract that significantly modified the cash flows that would 

otherwise be required under the contract. 

Contingent consideration was recognised if, and only if, the Group had a present obligation, 

the economic outflow was more likely than not and a reliable estimate was determinable. 

Subsequent adjustments to the contingent consideration were recognised as part of goodwill. 

2.6 Transactions with non-controlling interests 

Non-controlling interest represents the equity in subsidiary companies not attributable, directly or 

indirectly, to owners of the Company, and are presented separately in the consolidated statements 

of comprehensive income and within equity in the consolidated balance sheet, separately from equity 

attributable to owners of the Company. 

Changes in the Company owner’s ownership interest in a subsidiary company that do not result in a 

loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts 

of the controlling and non-controlling interests are adjusted to reflect the changes in their relative 

interests in the subsidiary company. Any difference between the amount by which the non-controlling 

interest is adjusted and the fair value of the consideration paid or received is recognised directly in 

equity and attributed to owners of the Company.




2.7 Foreign currency 

The Group’s consolidated financial statements are presented in Singapore Dollars, which is also the 

Company’s functional currency. Each entity in the Group determines its own functional currency and 

items included in the financial statements of each entity are measured using that functional currency. 

(a) Transactions and balances 

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. Monetary 

assets and liabilities denominated in foreign currencies are translated at the rate of exchange 

ruling at the end of the reporting period. 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. Non-monetary items measured at fair value in a foreign currency are 

translated using the exchange rates at the date when the fair value was determined. 

Exchange differences arising on the settlement of monetary items or on translating monetary 

items at the end of the reporting period are recognised in profit or loss except for exchange 

differences arising on monetary items that form part of the Group’s net investment in foreign 

operations, which are recognised initially in other comprehensive income and accumulated 

under foreign currency translation reserve in equity. The foreign currency translation reserve is 

reclassified from equity to profit or loss of the Group on disposal of the foreign operation. 

(b) Consolidated financial statements 

2.8 Fixed assets 

For consolidation purposes, the assets and liabilities of foreign operations are translated into SGD 

or $ at the rate of exchange ruling at the end of each reporting period and their profit or loss 

are translated at the average exchange rates for the month, which approximates the exchange 

rates at the dates of the transactions. The exchange differences arising on the translation are 

recognised in other comprehensive income. On disposal of a foreign operation, the component 

of other comprehensive income relating to that particular foreign operation is recognised in profit 

or loss. 

In the case of a partial disposal without loss of control of a subsidiary that includes a foreign 

operation, the proportionate share of the cumulative amount of the exchange differences are 

re-attributed to non-controlling interest and are not recognised in profit or loss. For partial 

disposals of associates or jointly controlled entities that are foreign operations, the proportionate 

share of the accumulated exchange differences is reclassified to profit or loss. 

All items of fixed assets are initially recorded at cost. Subsequent to recognition, fixed assets are 

measured at cost less accumulated depreciation and any accumulated impairment losses. The cost 

includes the cost of replacing part of the fixed assets and borrowing costs that are directly attributable 

to the acquisition, construction or production of a qualifying fixed asset. The cost of an item of fixed 

assets is recognised as an asset if, and only if, it is probable that future economic benefits associated 

with the item will flow to the Group and the cost of the item can be measured reliably. 

When significant parts of fixed assets are required to be replaced in intervals, the Group recognises 

such parts as individual assets with specific useful lives and depreciation, respectively. 

Depreciation of fixed assets begins when it is available for use and is computed on a straight-line basis 

over the estimated useful lives of the assets as follows: 

Leasehold improvements - lease period or up to 6 years 

Food court and F&B equipment - lease period or up to 6 years 

Office equipment - lease period or up to 6 years 

Furniture and fittings - lease period or up to 6 years 

Motor vehicles - 6 years 


60 




2.8 Fixed assets (cont’d) 

The carrying values of fixed assets are reviewed for impairment when events or changes in 

circumstances indicate that the carrying value may not be recoverable. 

The residual values, useful life and depreciation method are reviewed at each financial year-end, and 

adjusted prospectively, if appropriate. 

An item of fixed assets is derecognised upon disposal or when no future economic benefits are 

expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in 

the profit or loss in the year the asset is derecognised. 

2.9 Intangible assets 

(a) Goodwill 


Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost 

less any accumulated impairment losses. 

For the purpose of impairment testing, goodwill acquired in a business combination is, from the 

acquisition date, allocated to each of the Group’s cash-generating units that are expected to 

benefit from the synergies of the combination, irrespective of whether other assets or liabilities 

of the acquiree are assigned to those units. 

The cash-generating unit to which goodwill has been allocated is tested for impairment annually 

and whenever there is an indication that the cash-generating unit may be impaired. Impairment 

is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or 

group of cash-generating units) to which the goodwill relates. Where the recoverable amount 

of the cash-generating unit is less than the carrying amount, an impairment loss is recognised 

in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent 

periods. 

Where goodwill forms part of a cash-generating unit and part of the operation within that cashgenerating 

unit is disposed of, the goodwill associated with the operation disposed of is included 

in the carrying amount of the operation when determining the gain or loss on disposal of the 

operation. Goodwill disposed of in this circumstance is measured based on the relative fair 

values of the operations disposed of and the portion of the cash-generating unit retained. 

Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 

1 January 2005 are treated as assets and liabilities of the foreign operations and are recorded 

in the functional currency of the foreign operations and translated in accordance with the 

accounting policy set out in Note 2.7. 

Goodwill and fair value adjustments which arose on acquisitions of foreign operations before 1 

January 2005 are deemed to be assets and liabilities of the Company and are recorded in SGD 

or $ at the rates prevailing at the date of acquisition. 

(b) Other intangible assets 

Intangible assets acquired separately are measured initially at cost. The cost of intangible assets 

acquired in a business combination is their fair value as at the date of acquisition. Following 

initial acquisition, intangible assets are measured at cost less any accumulated amortisation and 

any accumulated impairment losses. Internally generated intangible assets are not capitalised 

and expenditure is reflected in profit or loss in the year in which the expenditure is incurred. 

The useful lives of intangible assets are assessed as either finite or indefinite.




2.9 Intangible assets (cont’d) 

(b) Other intangible assets (cont’d) 

Intangible assets with finite useful lives are amortised over the estimated useful lives and 

assessed for impairment whenever there is an indication that the intangible asset may be 

impaired. The amortisation period and the amortisation method are reviewed at least at each 

financial year-end. Changes in the expected useful life or the expected pattern of consumption 

of future economic benefits embodied in the asset is accounted for by changing the amortisation 

period or method, as appropriate, and are treated as changes in accounting estimates. The 

amortisation expense on intangible assets with finite lives is recognised in the profit or loss in 

the expense category consistent with the function of the intangible asset. 

Intangible assets with indefinite useful lives or not yet available for use are tested for impairment 

annually, or more frequently if the events and circumstances indicate that the carrying value 

may be impaired either individually or at the cash-generating unit level. Such intangible assets 

are not amortised. The useful life of an intangible asset with an indefinite useful life is reviewed 

annually to determine whether the useful life assessment continues to be supportable. If not, 

the change in useful life from indefinite to finite is made on a prospective basis. 

Gains or losses arising from derecognition of an intangible asset are measured as the difference 

between the net disposal proceeds and the carrying amount of the asset and are recognised in 

the profit or loss when the asset is derecognised. 

(i) Trademark 

The trademark was acquired in business combinations. It is estimated to have indefinite 

useful life because it is expected to contribute to net cash inflows indefinitely. Therefore, 

the trademark would not be amortised until its useful life is determined to be finite. It 

would be tested for impairment in accordance with FRS 36 annually and whenever there is 

an indication that it may be impaired. 

(ii) Management service agreement 

Management service agreement was acquired in business combination and is amortised on 

a straight line basis over its finite useful life of 3 years. 

2.10 Impairment of non-financial assets 

The Group assesses at each reporting date whether there is an indication that an asset may be 

impaired. If any such indication exists, or when annual impairment assessment for an asset is 

required, the Group makes an estimate of the asset’s recoverable amount. 

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, unless the asset does not 

generate cash inflows that are largely independent of those from other assets or group of assets. 

Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the 

asset is considered impaired and is written down to its recoverable amount. In assessing value in 

use, the estimated future cash flows expected to be generated by the asset 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 Group bases its impairment calculation on detailed budgets and forecast calculations which are 

prepared separately for each of the Group’s cash-generating units to which the individual assets are 

allocated. These budgets and forecast calculations are generally covering a period of five years. For 

longer periods, a long-term growth rate is calculated and applied to project future cash flows after the 

fifth year. 


62 




2.10 Impairment of non-financial assets (cont’d) 

Impairment losses are recognised in profit or loss in those expense categories consistent with the 

function of the impairment asset. 

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any 

indication that previously recognised impairment losses may no longer exist or may have decreased. 

If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. 

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 that is the case, the carrying amount of the asset is increased to its recoverable amount. That 

increase cannot exceed the carrying amount that would have been determined, net of depreciation, 

had no impairment loss be recognised previously. Such reversal is recognised in profit or loss. 

2.11 Subsidiary companies 

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. The Group generally has such power 

when it directly or indirectly holds more than 50% of the issued share capital, or controls more than 

half of the voting power, or controls the composition of the Board of Directors. 

In the Company’s separate financial statements, investment in subsidiary companies are accounted for 

at cost less impairment losses. 

2.12 Financial assets 

Initial recognition and measurement 

Financial assets are recognised when, and only when, the Group becomes a party to the contractual 

provisions of the financial instrument. The Group determines the classification of its financial assets at 

initial recognition. 

When financial assets are recognised initially, they are measured at fair value, plus, in the case of 

financial assets not at fair value through profit or loss, directly attributable transaction costs. 

Subsequent measurement 

The subsequent measurement of financial assets depends on their classification as follows: 

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. Subsequent to initial recognition, loans and receivables 

are measured at amortised cost using the effective interest method, less impairment. Gains and losses 

are recognised in the profit or loss when the loans and receivables are derecognised or impaired, as 

well as through the amortisation process. 

Derecognition 

A financial asset is derecognised where the contractual right to receive cash flows from the asset 

has expired. On derecognition of a financial asset in its entirety, the difference between the carrying 

amount and the sum of the consideration received and any cumulative gain or loss that has been 

recognised in other comprehensive income is recognised in profit or loss. 

All regular way purchases and sales of financial assets are recognised or derecognised on the trade 

date i.e., the date that the Group commits to purchase or sell the asset. Regular way purchases 

or sales are purchases or sales of financial assets that require delivery of assets within the period 

generally established by regulation or convention in the marketplace concerned. 





2.13 Impairment of financial assets 

The Group assesses at each end of the reporting period whether there is any objective evidence that a 

financial asset or group of financial assets is impaired. 

Financial assets carried at amortised cost 

For financial assets carried at amortised cost, the Group first assesses whether objective evidence 

of impairment exists individually for financial assets that are individually significant, or collectively 

for financial assets that are not individually significant. If the Group determines that no objective 

evidence of impairment exists for an individually assessed financial asset, whether significant or not, it 

includes the asset in a group of financial assets with similar credit risk characteristics and collectively 

assesses them for impairment. Assets that are individually assessed for impairment and for which 

an impairment loss is, or continues to be recognised are not included in a collective assessment of 

impairment. 

If there is objective evidence that an impairment loss on financial assets carried at amortised cost 

has been incurred, 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. If a loan has a variable interest rate, the discount rate for measuring any 

impairment loss is the current effective interest rate. The carrying amount of the asset is reduced 

through the use of an allowance account. The amount of the loss is recognised in profit or loss. 

When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced 

directly or if an amount was charged to the allowance account, the amounts charged to the allowance 

account are written off against the carrying value of the financial asset. 

To determine whether there is objective evidence that an impairment loss on financial assets has 

been incurred, the Group considers factors such as the probability of insolvency or significant financial 

difficulties of the debtor and default or significant delay in payments. 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be 

related objectively to an event occurring after the impairment was recognised, the previously 

recognised impairment loss is reversed to the extent that the carrying amount of the asset does not 

exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss. 

2.14 Cash and cash equivalents 

Cash and cash equivalents comprise cash at bank and on hand and fixed deposits that are short-term, 

highly liquid investments that are readily convertible to known amounts of cash and which are subject 

to an insignificant risk of changes in value. 

2.15 Inventories 

Inventories include foodstuff and operating supplies and are valued at the lower of cost (determined on 

a weighted average basis) and net realisable value. 

Where necessary, allowance is provided for damage, obsolete and slow moving items to adjust the 

carrying value of inventories to the lower of cost and net realisable value. 

Net realisable value is the estimated selling price in the ordinary course of business, less estimated 

cost of completion and the estimated costs necessary to make the sale. 


64 




2.16 Provisions 

Provisions are recognised when the Group has a present obligation (legal and constructive) as a 

result of a past event, it is probable that an outflow of resources embodying economic benefits will be 

required to settle the obligation and the amount of the obligation can be estimated reliably. 

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. 

If it is no longer probable that an outflow of economic resources will be required to settle the 

obligation, the provision is reversed. If the effect of the time value of money is material, provisions 

are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to 

the liability. When discounting is used, the increase in the provision due to the passage of time is 

recognised as a finance cost. 

2.17 Financial liabilities 

Initial recognition and measurement 

Financial liabilities are recognised when, and only when, the Group becomes a party to the contractual 

provisions of the financial instrument. The Group determines the classification of its financial liabilities 

at initial recognition. 

All financial liabilities are recognised initially at fair value plus in the case of financial liabilities not at 

fair value through profit or loss, directly attributable transaction costs. 

Subsequent measurement 

The measurement of financial liabilities depends on their classification as follows: 

Other financial liabilities 

After initial recognition, other financial liabilities are subsequently measured at amortised cost using 

the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities 

are derecognised, and through the amortisation process. 

Derecognition 

A financial liability is derecognised when the obligation under the liability is discharged or cancelled 

or expires. When an existing financial liability is replaced by another from the same lender on 

substantially different terms, or the terms of an existing liability are substantially modified, such an 

exchange or modification is treated as a derecognition of the original liability and the recognition of a 

new liability, and the difference in the respective carrying amounts is recognised in profit or loss. 

2.18 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. In particular, the Singapore companies in the Group make contributions 

to the Central Provident Fund scheme in Singapore, a defined contribution pension scheme. 

Contributions to national pension schemes are recognised as an expense in the period in which 

the related service is performed. 

(b) Employee leave entitlement 

Employee entitlements to annual leave are recognised as a liability when they accrue to 

employees. The estimated liability for leave is recognised for services rendered by employees 

up to the end of the reporting period.




2.19 Operating lease 

The determination of whether an arrangement is, or contains a lease is based on the substance of the 

arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a 

specific asset or assets or the arrangement conveys a right to use the asset, even if that right is not 

explicitly specified in an arrangement. 

For arrangements entered into prior to 1 January 2005, the date of inception is deemed to be 1 

January 2005 in accordance with the transitional requirements of INT FRS 104. 

(a) As lessee 

Operating lease payments are recognised as an expense in profit or loss on a straight-line basis 

over the lease term. 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. 

(b) As lessor 

Leases where the Group retains substantially all the risks and rewards of ownership of the asset 

are classified as operating leases. Initial direct costs incurred in negotiating an operating lease 

are added to the carrying amount of the leased asset and recognised over the lease term on the 

same bases as rental income (Note 2.20). Contingent rents are recognised as revenue in the 

period in which they are earned. 

2.20 Revenue recognition 

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the 

Group and the revenue can be reliably measured, regardless of when the payment is made. Revenue 

is measured at the fair value of consideration received or receivable, taking into account contractually 

defined terms of payments and excluding taxes or duty. 

The Group assesses its revenue arrangements to determine if it is acting as principal or agent. The 

Group has concluded that it is acting as a principal in all of its revenue arrangements. The following 

specific recognition criteria must also be met before revenue is recognised. 

Revenue from operation of food courts is recognised when fees are charged to the food court tenants 

based on a percentage of their gross sales. 

Revenue from sale of food and beverage is recognised upon delivery and acceptance by customers, net 

of sales discounts. 

2.21 Taxes 

Dividend income is recognised when the Group’s right to receive payment is established. 

Management fee is recognised upon rendering of services. 

Interest income is recognised using the effective interest method. 

(a) Current income tax 

Current income tax assets and liabilities for the current and prior periods are measured at the 

amount expected to be recovered from or paid to the taxation authorities. The tax rates and 

tax laws used to compute the amount are those that are enacted or substantively enacted at the 

end of the reporting period, in the countries where the Group operates and generates taxable 

income. 

Current income taxes are recognised in profit or loss. Management periodically evaluates 

positions taken in the tax returns with respect to situations in which applicable tax regulations 

are subject to interpretation and establishes provisions where appropriate. 


66 




2.21 Taxes (cont’d) 

(b) Deferred tax 


Deferred tax is provided using the liability method on temporary differences at the end of the 

reporting period between the tax bases of assets and liabilities and their carrying amounts for 

financial reporting purposes. 

Deferred tax assets and liabilities are recognised for all temporary differences, except: 

– Where the deferred tax 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 the accounting profit nor taxable profit or loss; and 

– In respect of taxable temporary differences associated with investment in subsidiary 

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 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 except: 

– Where the deferred tax asset relating to the deductible temporary difference arises 

from the initial recognition of an asset or liability in a transaction that is not a business 

combination and, at the time of the transaction, affects neither the accounting profit nor 

taxable profit or loss; and 

– In respect of deductible temporary differences associated with investments in subsidiaries, 

associates and interests in joint ventures, deferred tax assets are recognised only to the 

extent that it is probable that the temporary differences will reverse in the foreseeable 

future and taxable profit will be available against which the temporary differences can be 

utilised. 

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and 

reduced to the extent that it is no longer probable that sufficient taxable profit will be available 

to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets 

are reassessed at the end of each reporting period and are recognised to the extent that it has 

become probable that future taxable profit will allow the deferred tax asset to be recovered. 

Deferred 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 end of each reporting period. 

Deferred taxes are recognised in profit or loss except that deferred tax relating to items 

recognised directly in equity is recognised directly in equity and deferred tax arising from a 

business combination is adjusted against goodwill on acquisition. 

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to 

set off current income tax assets against current income tax liabilities and the deferred taxes 

relate to the same taxable entity and the same taxation authority. 

Tax benefits acquired as part of a business combination, but not satisfying the criteria for 

separate recognition at that date, would be recognised subsequently if new information about 

facts and circumstances changed. The adjustment would either be treated as a reduction to 

goodwill (as long as it does not exceed goodwill) if it incurred during the measurement period or 

in profit or loss.




2.21 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. 

2.22 Segment reporting 

For management purposes, the Group is organised into operating segments based on their products 

and services which are independently managed by the respective segment managers responsible 

for the performance of the respective segments under their charge. The segment managers report 

directly to the management of the Company who regularly review the segment results in order to 

allocate resources to the segments and to assess the segment performance. Additional disclosures 

on each of these segments are shown in Note 26, including the factors used to identify the reportable 

segments and the measurement basis of segment information. 

2.23 Share capital and share issuance expenses 

Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs 

directly attributable to the issuance of ordinary shares are deducted against share capital. 

2.24 Treasury shares 

The Group’s own equity instruments, which are reacquired (treasury shares) are recognised at cost 

and deducted from equity. No gain or loss is recognised in the income statement on the purchase, 

sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying 

amount of treasury shares and the consideration received, if reissued, is recognised directly in equity. 

Voting rights related to treasury shares are nullified for the Group and no dividends are allocated to 

them respectively. 

2.25 Contingencies 

A contingent liability is: 

(a) a possible obligation that arises from past events and whose existence will be confirmed only by 

the occurrence or non-occurrence of one or more uncertain future events not wholly within the 

control of the Group; or 

(b) a present obligation that arises from past events but is not recognised because: 

(i) It is not probable that an outflow of resources embodying economic benefits will be 

required to settle the obligation; or 

(ii) The amount of the obligation cannot be measured with sufficient reliability. 

A contingent asset is a possible asset that arises from past events and whose existence will be 

confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly 

within the control of the Group. 

Contingent liabilities and assets are not recognised on the balance sheet of the Group, except for 

contingent liabilities assumed in a business combination that are present obligations and which the fair 

values can be reliably determined. 


68 




2.26 Related parties 

A related party is defined as follows: 

(a) A person or a close member of that person’s family is related to the Group and Company if that 

person: 


(i) Has control or joint control over the Company; 

(ii) Has significant influence over the Company; or 

(iii) Is a member of the key management personnel of the Group or Company or of a parent of 

the Company. 

(b) An entity is related to the Group and the Company if any of the following conditions applies: 

(i) The entity and the Company are members of the same group (which means that each 

parent, subsidiary and fellow subsidiary is related to the others). 

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint 

venture of a member of a group of which the other entity is a member). 

(iii) Both entities are joint ventures of the same third party. 

(iv) One entity is a joint venture of a third entity and the other entity is an associate of the 

third entity. 

(v) The entity is a post-employment benefit plan for the benefit of employees of either the 

Company or an entity related to the Company. If the Company is itself such a plan, the 

sponsoring employers are also related to the Company; 

(vi) The entity is controlled or jointly controlled by a person identified in (a); 

(vii) A person identified in (a) (i) has significant influence over the entity or is a member of the 

key management personnel of the entity (or of a parent of the entity).



3. Fixed assets 

Food court 

Leasehold and F&B 

Office Furniture 

Motor Construction- 

improvements equipment equipment and fittings vehicles in-progress Total 

$’000 $’000 $’000 $’000 $’000 $’000 $’000 

Group 

Cost 

As at 1 January 2010 7,928 2,228 633 4,472 208 – 15,469 

Arising from acquisition of a 

subsidiary company 398 10 43 204 – – 655 

Additions * 1,348 717 235 872 – – 3,172 

Disposals (18) (244) (1) (176) – – (439) 

Written off (100) (30) (25) (46) – – (201) 

Translation differences (75) (22) (3) 10 – – (90) 

As at 31 December 2010 and 

1 January 2011 9,481 2,659 882 5,336 208 – 18,566 

Additions * 1,699 549 100 449 – 1,541 4,338 

Disposals (2) (61) – (35) – – (98) 

Written off (380) (65) (71) (244) – (249) (1,009) 

Translation differences 30 5 5 (17) – – 23 

As at 31 December 2011 10,828 3,087 916 5,489 208 1,292 21,820 

* Included in additions for the year was an amount of $203,000 (2010: $100,000) relating to reinstatement costs for dismantling, removal and restoration of 

fixed assets which was provided for as provision for reinstatement cost (Note 13). Cash payments of $4,134,959 (2010: $3,071,712) were made to purchase 

fixed assets during the year. 


70 



3. Fixed assets (cont’d) 

Food court 

Leasehold and F&B 

Office Furniture 

Motor Construction- 

improvements equipment equipment and fittings vehicles in-progress Total 

$’000 $’000 $’000 $’000 $’000 $’000 $’000 

Group 


Accumulated depreciation and 

impairment loss 

As at 1 January 2010 3,351 1,053 413 1,941 140 – 6,898 

Arising from acquisition of a 

subsidiary company 298 7 30 149 – – 484 

Charge for the period 1,316 371 85 681 31 – 2,484 

Disposals (14) (145) (1) (120) – – (280) 

Written off (48) (15) (22) (17) – – (102) 

Translation differences (29) (11) (2) 2 – – (40) 

As at 31 December 2010 and 

1 January 2011 4,874 1,260 503 2,636 171 – 9,444 

Charge for the period 1,519 499 204 761 31 – 3,014 

Disposals (1) (41) – (13) – – (55) 

Written off (81) (18) (27) (158) – – (284) 

Impairment loss # 425 89 – 9 – – 523 

Translation differences 32 13 12 (5) – – 52 

As at 31 December 2011 6,768 1,802 692 3,230 202 – 12,694 

Net book value 

At 31 December 2011 4,060 1,285 224 2,259 6 1,292 9,126 

At 31 December 2010 4,607 1,399 379 2,700 37 – 9,122 

# The Group had made provision for impairment loss on fixed assets of $523,000 as part of the Group’s ongoing review of its operations.



4. Investment in subsidiary companies 

Loan to subsidiary companies 

Company 


$’000 $’000 

Unquoted shares, at cost 

Balance at beginning of year 6,821 6,821 

Investments during the year 2 – 

Balance at end of year 6,823 6,821 

Loan to subsidiary companies 11,110 4,500 

Less: Allowance for doubtful debt (1,250) (1,250) 

9,860 3,250 

This loan is interest-free, unsecured and has no repayment terms. It is not expected to be repaid 

within the next 12 months. 

At the balance sheet date, the Company has provided an allowance of $1,250,000 (2010: $1,250,000) 

for impairment of the unsecured loan to a subsidiary company with a nominal amount of approximately 

$1,469,000 (2010: $1,469,000). This subsidiary company has been suffering financial losses since 

incorporation. 

The Company had the following subsidiary companies as at 31 December 2011: 

Name of subsidiary 

company Principal activities 

Held by the Company 

(1) Food Junction 

Management Pte Ltd 

(1) Food Junction 

International Pte Ltd 

Operation and 

management of food 

courts 

Investment holding 

company 

(1) Food Culture Pte Ltd Operation and 

management of food 

courts and sale of 

food and beverage 

(1) FNC International Pte. 

Ltd. 

(1) Malones Holdings 

Pte. Ltd. 

Sale of food and 

beverage and 

conduct cooking 

courses 

Investment holding 

company for Malone’s 

business operations 

(1) Star Party Pte. Ltd. Investment holding 

company 

(1) Lifestyle Dining Pte. Ltd. Investment holding 

company 

Country of 

incorporation 

and place of 

business 

Percentage of 

equity held by 

the Group 

Cost of 

investment 

by the Company 


% % $’000 $’000 

Singapore 100 100 200 200 

Singapore 100 100 400 400 

Singapore 100 100 400 400 

Singapore 100 100 * * 

Singapore 100 100 5,821 5,821 

Singapore 100 – 1 – 

Singapore 100 – 1 – 

6,823 6,821 


72 




Loan to subsidiary companies (cont’d) 



Held by Food Junction Management Pte Ltd 

(1) Food Junction Singapore 

Pte Ltd 

(2) T&W Food Junction 

Sdn Bhd 

(2) Food Culture Sdn Bhd 

(currently dormant) 



beverage 

Management of food 

courts and operation 

of food outlets 




(3) PT. FJ Square Indonesia Management of food 



Held by Food Junction International Pte Ltd 

(6) Food Junction Beijing 

Co., Limited 




(3) PT. FJ Square Indonesia Management of food 



(7) All Around Limited Investment holding 

company 

Held by Malones Holdings Pte. Ltd. 

(4) Maibo Restaurant 

Management (Shanghai) 

Co., Limited 

Management and 

operation of 

restaurants in 

Shanghai 

(5) Malone’s Limited Owns and manages 

trademarks in Hong 

Kong 

Held by All Around Limited 

(5) LCR Catering Services 

Limited 

Owns and operates a 

restaurant 

Country of 

incorporation 

and place of 

business 

Percentage of 


the Group 

Cost of 

investment 



% % $’000 $’000 

Singapore 100 100 – – 

Malaysia 100 100 – – 

Malaysia 100 100 – – 

Indonesia 0.01 0.01 – – 

People’s 

Republic of 

China 

100 100 – – 

Indonesia 99.99 99.99 – – 

British Virgin 

Islands 

People’s 

Republic of 

China 

100 100 – – 

100 100 – – 

Hong Kong 100 100 – – 

Hong Kong 90 90 – –







Held by Star Party Pte. Ltd. 

(1) LP+Tetsu Pte. Ltd. Sale of food and 

beverages 

(1) Zutis Pte. Ltd. Sale of food and 

beverages 

Held by Lifestyle Dining Pte. Ltd. 

(1) Eggs & Berries Pte. Ltd. Investment holding 

company 

(1) Medzs Pte. Ltd. Investment holding 

company 

Held by Eggs & Berries Pte. Ltd. 

(1) Eggs & Berries 

(Singapore) Pte. Ltd. 

Held by Medzs Pte. Ltd. 

(1) Medzs (Singapore) Pte. 

Ltd. 


beverages 


beverages 

Country of 

incorporation 

and place of 

business 

(1) Audited by Ernst & Young LLP Singapore 

(2) Audited by Ernst & Young Malaysia 

(3) Audited by Ernst & Young Indonesia 

(4) Audited by Ernst & Young China 

(5) Audited by Ernst & Young Hong Kong 

(6) Audited by LegendHouse CPAs 

(7) Not required to be audited by the law of the country of incorporation. 

* Cost of investment is $1. 

Percentage of 


the Group 

Cost of 

investment 



% % $’000 $’000 

Singapore 100 – – – 






The subsidiaries not audited by Ernst & Young LLP Singapore are not significant subsidiary companies 

as defined under Rule 718 of the Listing Manual of the Singapore Exchange Securities Trading Limited. 

Impairment testing of investment in subsidiary companies 

No impairment loss (2010: Nil) was recognised in the current year based on the impairment test 

performed by management. 


74 





Acquisition of subsidiary company 

In the prior year, the Group acquired 100% equity interest in All Around Limited from a related party, 

Tamsett Holdings Limited, a wholly-owned subsidiary of Lippo China Resources Limited. 

The effect of the acquisition on cash flows is as follows: 


2010 

$’000 

Total cash consideration 5,210 

Less: Cash and cash equivalents of subsidiary company acquired (1,624) 

Net cash outflow on acquisition 3,586 

Adjustment to fair value previously recognised on the acquisition of All Around Limited that was 

determined provisionally in 2010. 

The purchase price allocation of the acquisition of All Around Limited in the financial year ended 31 

December 2010 were provisional as the results of the independent purchase price allocation have not 

been received by the date the financial statements were authorised for issue. The purchase price 

allocation was received in October 2011 and showed that the fair value at the date of acquisition was 

$1,904,000, an increase of $92,000 compared to the provisional value. 

The value of order backlog and deferred tax liability increased by $110,000 and $18,000 respectively. 

There was also a corresponding decrease in goodwill on consolidation of $92,000. As these charges 

are not material, adjustments are made in 2011, without prior period adjustments. 

5. Intangible assets 

Group 

Goodwill on 

Management 

service 

Order 

consolidation Trademark agreement backlog Total 

$’000 $’000 $’000 $’000 $’000 

Cost 

As at 1 January 2010 1,487 3,977 216 – 5,680 

Arising from acquisition of 

a subsidiary company 3,579 – – – 3,579 

As at 31 December 2010 

and 1 January 2011 5,066 3,977 216 – 9,259 

Adjustment to intangible 

asset arising from 

acquisition of subsidiary 

company in prior year (92) – – 92 – 

As at 31 December 2011 4,974 3,977 216 92 9,259 

Accumulated amortisation 

As at 1 January 2010 – – (73) – (73) 

Charge for the financial 

year – – (54) – (54) 

As at 31 December 2010 

and 1 January 2011 – – (127) – (127) 

Charge for the financial 

year – – (72) (92) (164) 

As at 31 December 2011 – – (199) (92) (291) 

Net carrying amount 

As at 31 December 2011 4,974 3,977 17 – 8,968 

As at 31 December 2010 5,066 3,977 89 – 9,132



5. Intangible assets (cont’d) 

Amortisation expense 

The amortisation of management service agreement and order backlog is included in the “Other 

expenses” line item in profit or loss. 

Impairment testing of goodwill and trademark 

Goodwill acquired through business combination and trademark has been allocated to two cashgenerating 

units (“CGU”), under the food and beverages (“F&B”) segment for impairment testing. 

The carrying amounts of goodwill and trademark allocated to each CGU are as follows: 

Organic growth Pre-tax discount 

Goodwill Trademark rates per annum rate per annum 

2011 2010 2011 2010 2011 2010 2011 2010 

$’000 $’000 $’000 $’000 % % % % 

Malones Holdings Pte. Ltd. 1,487 1,487 3,977 3,977 4.0 4.0 11.5 11.9 

All Around Limited 3,487 3,487 – – 3.0 – 8.2 – 

The recoverable amount of the CGU has been determined based on value in use calculations using cash 

flow projections from financial budget approved by management covering a five-year period. 

The calculations of value in use for the CGU are most sensitive to the following assumptions: 

Budgeted gross margins – Gross margins are based on average values achieved in the three years 

preceding the start of the budget period. These are increased over the budget period for anticipated 

efficiency improvements. 

Growth rates – The forecasted growth rate is based on published industry research, taking into 

consideration China economy to expand around 8% and the long-term consumer price inflation of 

China of 4%. 

Pre-tax discount rates – The discount rate reflects the current market assessment of the risks. In 

determining the appropriate discount rate for the CGU, regard has been given to the yield on a tenyear 

China government bond at the valuation date. 


76 



6. Deposits and other receivables, and prepayments and other recoverables 


Group Company 


$’000 $’000 $’000 $’000 

Non-current 

Deposits and other receivables:- 

Rental deposits 2,934 4,846 87 87 

Renovation fees to be billed to tenants 721 1,898 – – 

3,655 6,744 87 87 

Current 

Deposits and other receivables:- 

Rental deposits 2,542 88 45 83 

Renovation fees to be billed to tenants 728 576 – – 

Other receivables 531 726 – – 

Other deposits 724 471 – – 

Dividend receivable – – 1,000 3,850 

4,525 1,861 1,045 3,933 

Add: 

Loan to subsidiary companies – – 9,860 3,250 

Trade receivables 48 29 – – 

Amount due from subsidiary companies 

(non-trade) – – 4,367 8,358 

Fixed deposits pledged 848 720 – – 

Cash and cash equivalents 20,504 19,551 672 386 

21,400 20,300 14,899 11,994 

Total loans and receivables 29,580 28,905 16,031 16,014 

Non-current 

Prepayments and other recoverables:- 

Prepayments 2,215 1,225 11 17 

Deferred lease expenses 284 437 – – 

2,499 1,662 11 17 

Current 

Prepayments and other recoverables:- 

Prepayments 565 366 8 9 

Deferred lease expenses 48 – – – 

Assets recoverable* 96 663 – – 

709 1,029 8 9 

Total prepayments and other recoverables 3,208 2,691 19 26 

* This relates to renovation costs, all of which may be recoverable from tenants, upon finalisation of renovation 

works. 

All deposits and other receivables are denominated in the Company’s and the respective subsidiary 

companies’ functional currencies.



7. Trade receivables 

Trade receivables are non-interest bearing and are generally on 30 days’ credit terms. They are 

recognised at their original invoice amounts which represent their fair values on initial recognition. 

All trade receivables are denominated in a subsidiary company’s functional currency. 

8. Amount due from subsidiary companies (non-trade) 

These amounts are unsecured, interest-free, are repayable on demand and to be settled in cash. 

9. Fixed deposits pledged 

Fixed deposits pledged to banks as security for banker’s guarantees issued in lieu of rental deposits 

amounted to $848,298 (2010: $720,176). 

10. Cash and cash equivalents 

Group Company 


$’000 $’000 $’000 $’000 

Fixed deposits 2,141 2,016 – – 

Cash and bank balances 19,211 18,255 672 386 

Fixed deposits pledged with the bank 

21,352 20,271 672 386 

(Note 9) (848) (720) – – 

Cash and cash equivalents 20,504 19,551 672 386 

Fixed deposits earn interest at effective interest rates ranging from 0.10% to 2.55% (2010: 0.10% to 

2.00%) per annum. Short term deposits are made for varying periods of primarily less than 3 months 

depending on the immediate cash requirements of the Group, and earn interests at the respective 

short term deposit rates. 

Cash and cash equivalents denominated in foreign currencies in SGD equivalents as at 31 December 

are as follows: 

Group Company 


$’000 $’000 $’000 $’000 

USD 34 358 3 3 


78 



11. Other payables, deposits received and accruals 


Group Company 


$’000 $’000 $’000 $’000 

Other payables * 3,180 2,391 37 40 

Accrued operating expenses 4,903 3,574 543 520 

Deposits from tenants 

Total other payables, deposits receivables 

3,273 3,065 – – 

and accruals 11,356 9,030 580 560 

Add: Trade payables 6,014 5,874 – – 

Total financial liabilities carried at 

amortised cost 17,370 14,904 580 560 

* This mainly relates to unpaid invoices from creditors of both food courts and food and beverage operations. 

All other payables, deposits received and accruals are denominated in the Company’s and the 

respective subsidiary companies’ functional currencies. 

12. Deferred taxation 

Group 


$’000 $’000 

Balance at beginning of year 913 747 

(Credit)/charge for the year (209) 217 

Overprovision in respect of prior years (31) (52) 

Currency realignment 3 1 

Adjustment to deferred tax arising from acquisition of subsidiary 

company in prior year 18 – 

Balance at end of year 694 913 

Deferred taxation arises mainly from the excess of net book value over the tax written down value of 

fixed assets. 

13. Provision for reinstatement cost 

Group 


$’000 $’000 

Balance at beginning of year 938 797 

Provision during the year 203 100 

Finance cost during the year 47 41 

Utilised during the year (41) – 

Translation differences (6) – 

Balance at end of year 1,141 938 

This provision is recognised for expected costs for dismantling, removal and restoration of fixed assets, 

based on the best estimate of the expenditure with reference to past experience. It is expected that 

these costs will be incurred after one year from the balance sheet date and would have been incurred 

within 7 years of the balance sheet date. The provision is discounted using a current rate of 5% (2010: 

5%) that reflects the risks specific to the liability. The increase in the provision of $47,376 (2010: 

$40,658) due to the passage of time is recognised as finance costs.



14. Share capital and treasury shares 

(a) Share capital 


No. of shares $’000 No. of shares $’000 

Issued and fully paid ordinary shares 

Balance at beginning and end of year 129,632,790 12,707 129,632,790 12,707 

The holders of ordinary shares are entitled to receive dividends as and when declared by 

the Company. All ordinary shares have no par value and carry one vote per share without 

restrictions. 

(b) Treasury shares 

15. Turnover 


No. of shares $’000 No. of shares $’000 

Balance at beginning of year 1,367,000 286 – – 

Acquired during the year 5,578,000 1,087 1,367,000 286 

Balance at end of year 6,945,000 1,373 1,367,000 286 

Treasury shares relate to ordinary shares of the Company that are held by the Company. 

The Company acquired 5,578,000 (2010: 1,367,000) shares in the Company through purchases 

on the Singapore Exchange during the financial year. The total amount paid to acquire the 

shares was $1,086,694 (2010: $286,051) and this was presented as a component within the 

shareholders’ equity. 

Turnover consists of the following: 

Group Company 


$’000 $’000 $’000 $’000 

Fees charged to food court stallholders 

(including contingent licensing fee) 22,920 18,752 – – 

Sale of food and beverage 

Management fees charged to a subsidiary 

32,792 28,610 – – 

company – – 1,860 1,860 

55,712 47,362 1,860 1,860 

16. Personnel expenses 

Group Company 


$’000 $’000 $’000 $’000 

Wages, salaries and bonuses 11,575 9,687 593 411 

Pension contributions 915 973 32 16 

Other staff costs 2,640 1,471 43 20 

15,130 12,131 668 447 

The above amounts include directors’ remunerations as disclosed in Note 18. 


80 



17. Interest income 


Group Company 


$’000 $’000 $’000 $’000 

Interest income from fixed deposits 58 62 – – 

Finance income on rental deposits 310 178 – – 

18. Profit before taxation 

This is determined after charging/(crediting) the following: 

368 240 – – 

Group Company 


$’000 $’000 $’000 $’000 

Amortisation of intangible assets 

Audit services 

164 54 – – 

- auditors of the Company 192 143 93 77 

- other auditors 

Non-audit services 

107 70 – – 

- auditors of the Company 73 71 24 21 

- other auditors 52 55 40 – 

Central Provident Fund contributions 915 973 32 16 

Directors’ fees ** 230 80 230 80 

Foreign exchange (gain)/loss (197) (83) 3 – 

Fixed assets written off 725 99 – – 

Loss on disposal of fixed assets 28 94 – – 

Impairment loss on fixed assets 

Operating lease expenses (including 

523 – – – 

contingent rent) 

Lease expense relating to fair value of 

20,640 16,898 – – 

rental deposits 

Lease expenses on straight-line basis over 

309 186 – – 

the lease term 

Finance cost on provision for 

32 285 – – 

reinstatement cost 47 41 – – 

Utilities expenses 3,240 2,691 – – 

** Actual proposed directors’ fees after the year ended 31 December 2011 are $172,000 (2010: $215,000). 

Compensation of key management personnel 

Group Company 


$’000 $’000 $’000 $’000 

Short-term employee benefits 965 993 605 411 

Central Provident Fund contributions 58 71 32 16 

Comprise amounts paid to:- 

- Directors of the Company 448 427 448 427



19. Income tax (expense)/credit 

Major components of income tax expense/(credit) 

The major components of income tax expense/(credit) for the year ended 31 December 2011 and 

2010 are: 

Group Company 


$’000 $’000 $’000 $’000 

Current taxation 

- current year 1,346 666 53 106 

(over)/under provision in respect of prior 

years (36) (175) (78) 17 

Deferred taxation 

- current year (209) 217 – – 

- overprovision in respect of prior years (31) (52) – – 

Relationship between income tax expense/(credit) and accounting profit 

1,070 656 (25) 123 

The reconciliation of the income tax expense/(credit) and that of accounting profit multiplied by the 

applicable tax rate is as follows: 

Group Company 


$’000 $’000 $’000 $’000 

Profit before taxation 

Tax at domestic rates applicable to profits 

in the countries where the Group 

1,986 3,329 1,454 2,711 

operates 

Tax effect of: 

Expenses not deductible in determining 

145 611 247 461 

taxable profit 171 178 6 15 

Partial tax exemption and tax relief (103) (78) (26) – 

Non-taxable item 

(Over)/under provision in respect of prior 

(13) (7) (170) (370) 

years (67) (227) (78) 17 

Deferred tax asset not recognised 1,000 185 – – 

Others (63) (6) (4) – 

1,070 656 (25) 123 

As at 31 December 2011, the Group has tax losses of approximately $3,924,000 (2010: $2,550,000) 

that are available for offset against future taxable profits of the companies in which the losses arose, 

for which no deferred tax asset is recognised due to uncertainty of its recoverability. The use of these 

tax losses is subject to the agreement of the tax authorities and compliance with certain provisions of 

the tax legislation of the respective countries in which the companies operate. 

The above reconciliation is prepared by aggregating separate reconciliation for each national 

jurisdiction. 


82 



20. Earnings per share 

Earnings per share (“EPS”) for the Group is based on the net profit attributable to the shareholders of 

$828,428 (2010: $2,644,950) divided by the weighted average number of share capital of 126,682,330 

(2010: 129,559,897) ordinary shares in issue during the year. 

As there were no dilutive potential ordinary shares during the year, the basic and diluted earnings per 

share are the same. 

21. Dividends 


Group and Company 


$’000 $’000 

Declared and paid during the year 

Dividends on ordinary shares 

Final dividend (one-tier tax exempt) of 0.25 cents (2010: 0.5 cents) 

per share in respect of previous year 318 648 

Interim dividend (one-tier tax exempt) of Nil (2010: 0.25 cents) per 

share in respect of previous year – 324 

318 972 

The directors proposed that a final tax exempt dividend of 0.25 cents (2010: 0.25 cents) per 

ordinary share amounting to approximately $306,719 (2010: $318,484) be paid for the year ended 

31 December 2011. 

22. Related party information 

In addition to the related party information disclosed elsewhere in the financial statements, the Group 

and the Company had significant transactions with related parties on terms agreed between the parties 

as follows: 

Group Company 


$’000 $’000 $’000 $’000 

Management fees charged to a subsidiary 

company 

Dividend income received from unquoted 

– – 1,860 1,860 

subsidiary companies – – 1,000 2,000 

Purchases from a subsidiary company – – 23 21 

Purchases from related parties 83 82 – – 

Rental payment to related parties 980 263 – –



23. Contingent liabilities and commitments 

(a) Operating lease commitments in respect of the Group’s food court premises as lessee 

The Group has various operating lease agreements in respect of its food court premises. Most 

leases contain renewable options. Some of the leases contain escalation clauses and provide 

for contingent rentals based on percentage of sales in excess of base rent. Lease terms do 

not contain restrictions on the Group’s activities concerning dividends, additional debt or further 

leasing. 

Group 


$’000 $’000 

Future minimum lease payments 

Within 1 year 17,066 19,416 

Between 2 to 5 years 15,477 24,071 

32,543 43,487 

(b) Operating lease commitments in respect of the Group’s license agreement to the use of the food 

stalls as lessor 

The Group licenses the use of the F&B stalls within the food courts to individual third party 

stallholders and a subsidiary company. 

The licenses with third party stallholders are typically for a period of one to two years and are 

not cancellable. In the course of a financial year there may be terminations and renewals of 

such licenses. The Group has accounted for license fee in respect of non-cancellable leases as at 

annual balance sheet date. Licenses that expire during the course of a financial year and have 

not been renewed will not be accounted for from their respective dates of expiration. 

All the leases provide for contingent rentals based on a percentage of sales derived from assets 

held under operating leases. During the year, the contingent rentals amounted to $3,859,511 

(2010: $3,106,131). 

Future minimum lease rentals receivable (after group elimination): 

Group 


$’000 $’000 

Within 1 year 13,360 15,988 

Between 2 to 5 years 2,913 4,709 

(c) Corporate guarantee 

16,273 20,697 

As at 31 December 2011, the Company has provided a corporate guarantee of $2,500,000 

(2010: $2,500,000) to a bank on subsidiary company’s rent and service charge payable to the 

landlord. 


84 



23. Contingent liabilities and commitments (cont’d) 

(d) Capital commitments 


Capital expenditure contracted for as at the balance sheet date but not recognised in the 

financial statements is as follows: 

Group 


$’000 $’000 

Capital commitments in respect of leasehold improvements 205 – 

24. Financial risk management objectives and policies 

The Group and Company is exposed to financial risks arising from its operations and the use of 

financial instruments. The key financial risks include liquidity risk, foreign currency risk, credit risk 

and interest rate risk. The Board reviews and agrees policies for the management of these risks. The 

audit committee provides independent oversight to the effectiveness of the risk management process. 

The Group and Company do not apply hedge accounting. 

The following sections provide details regarding the Group’s and the Company’s exposure to the abovementioned 

financial risks and the objectives, policies and processes for the management of these risks. 

There has been no change to the Group’s exposure to these financial risks or the manner in which it 

manages and measures the risks. 

Liquidity risk 

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial 

obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises 

primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the 

Company’s objective is to maintain flexibility through the use of liquid financial assets. 

The Group’s and the Company’s liquidity risk management policy is to monitor and maintain a level of 

cash and cash equivalents deemed adequate by the management to finance the Group’s operations 

and mitigate the effects of fluctuations in cash flows.



24. Financial risk management objectives and policies (cont’d) 

Liquidity risk (cont’d) 

Analysis of financial instruments by remaining contractual maturities 

The table below summarises the maturity profile of the Group and the Company’s financial assets and 

liabilities at the end of the reporting year based on contractual undiscounted repayment obligations. 

Within 

Between 

1 and 5 

Group 

1 year 

years Total 

2011 $’000 $’000 $’000 

Financial assets: 

Deposits and other receivables 4,525 3,655 8,180 

Trade receivables 48 – 48 

Fixed deposits pledged 848 – 848 

Cash and cash equivalents 20,504 – 20,504 

Total undiscounted financial assets 25,925 3,655 29,580 

Financial liabilities: 

Trade payables 6,014 – 6,014 

Other payables, deposits received and accruals 11,356 – 11,356 

Total undiscounted financial liabilities 17,370 – 17,370 

Total net undiscounted financial assets 8,555 3,655 12,210 

Group 

2010 


Deposits and other receivables 1,861 6,744 8,605 

Trade receivables 29 – 29 

Fixed deposits pledged 720 – 720 

Cash and cash equivalents 19,551 – 19,551 



Trade payables 5,874 – 5,874 

Other payables, deposits received and accruals 9,030 – 9,030 

Total undiscounted financial liabilities 14,904 – 14,904 



86 




Liquidity risk (cont’d) 

Within 

Between 

1 and 5 

Company 

1 year 

years Total 

2011 $’000 $’000 $’000 


Deposits and other receivables 1,045 87 1,132 

Loan to subsidiary companies – 9,860 9,860 

Amount due from subsidiary companies (non-trade) 4,367 – 4,367 

Cash and cash equivalents 672 – 672 



Other payables, deposits received and accruals 580 – 580 

Total undiscounted financial liabilities 580 – 580 


Company 

2010 


Deposits and other receivables 3,933 87 4,020 

Loan to subsidiary companies – 3,250 3,250 

Amount due from subsidiary companies (non-trade) 8,358 – 8,358 

Cash and cash equivalents 386 – 386 



Other payables, deposits received and accruals 560 – 560 

Total undiscounted financial liabilities 560 – 560 


Foreign currency risk 

The Group and the Company hold cash and cash equivalents denominated in US Dollars (USD) other 

than the respective functional currencies of Group entities, primarily, Singapore dollar (SGD), Malaysia 

Ringgit (MYR), Indonesia Rupiah (Rupiah), Renminbi (RMB) and Hong Kong dollar (HKD), for working 

capital purposes. At the balance sheet date, the foreign currencies held in SGD equivalents are as 

disclosed in Note 10. 

The Group does not enter into forward exchange contracts to hedge against its foreign exchange risk. 

The foreign exchange loss and translation differences for the year ended 31 December 2011 was not 

significant. 





Foreign currency risk (cont’d) 

Sensitivity analysis for foreign currency risk 

The following table demonstrates the sensitivity of the Group’s profit after tax to a reasonably possible 

change in the USD exchange rates (against the respective functional currencies of the Group entities), 

with all other variables held constant. 

Group 

Profit after taxation 


$’000 $’000 

Rupiah - strengthened 1% (2010: 1%) 1 – 

- weakened 1% (2010: 1%) (1) – 

Credit risk 

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty 

default on its obligations. The Group’s and the Company’s exposures to credit risk arises primarily 

from other receivables. The Group does not have credit risk exposure from the tenants. It is the 

Group’s policy that all tenants need to place a deposit before the Group license the stall to the tenants. 

In addition, the Group collects sales collection on behalf of the tenants and returns the net collections 

to the tenants upon settlement. For other financial assets (include cash and cash equivalents, and 

fixed deposits), the Group and the Company minimises credit risk by dealing exclusively with reputable 

and well-established local and foreign banks with high credit ratings and no history of defaults. 

Exposure to credit risk 

At the end of the reporting period, the Group’s and the Company’s maximum exposure to credit risk is 

represented by: 

– The carrying amounts of each class of financial assets recognised in the balance sheets 

– A nominal amount of $2,500,000 (2010: $2,500,000) relating to a corporate guarantee provided 

by the Company to a bank on subsidiary company’s rent and service charge payable to the 

landlord 

No other financial assets carry a significant exposure to credit risk. 

Credit risk concentration profile 

The Group and the Company have no significant concentration of credit risk. 

Financial assets that are neither past due nor impaired 

Other receivables that are neither past due nor impaired are creditworthy debtors with good payment 

records with the Group. Cash and bank balances, and fixed deposits are placed with reputable and 

well-established local and foreign banks with high credit ratings and no history of default. 

Financial assets that are either past due or impaired 

Information regarding financial assets that are either past due or impaired is disclosed in Note 4. 


88 




Interest rate risk 

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s 

financial instruments will fluctuate because of changes in market interest rates. The Group’s exposure 

to market risk for changes in interest rates relates mainly to its surplus funds placed with banks. 

Surplus funds are placed as fixed deposits with reputable banks which yield better returns compared to 

cash at bank. The deposits provide the Group and the Company with the flexibility to meet its working 

capital and capital investment needs. 

Information relating to the Group’s and the Company’s interest rate exposure is disclosed in Note 10. 

At the end of the reporting period, it is estimated that a general increase of 5 basis point in interest 

rates would increase the Group’s profit after tax by $1,070 (2010: $1,008), whereas a 5 basis point 

decrease would have an equal but opposite effect. This analysis assumes that all other variables 

remain constant. 

25. Fair value of financial instruments 

Fair value of financial instruments by classes that are not carried at fair value and whose carrying 

amounts are reasonable approximation of fair value 

Trade receivables, deposits and other receivables (current), fixed deposit pledged, cash and cash 

equivalents, trade payables, other payables, deposits received and accruals, and amount due from 

subsidiary companies 

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair 

values due to their short-term nature. 

Deposits and other receivables (non-current) 

Management believes that the carrying amount recorded at the balance sheet date approximate its 

fair value as the interest rates used to amortise the non-current deposits and other receivables closely 

approximate the market interest rates on or near the end of the reporting period. 

Fair value of financial instruments by classes that are not carried at fair value and whose carrying 

amounts are not reasonable approximation of fair value 

Company 



Carrying 

Carrying 

amount Fair value amount Fair value 

$’000 $’000 $’000 $’000 


Loan to subsidiary companies 9,860 * 3,250 * 

* Loan to subsidiary companies 

Fair value information has not been disclosed for the loan to subsidiary companies that are carried at cost 

because fair value cannot be measured reliably. These loans have no repayment terms and are repayable 

only when the cash flows of the borrower permit.



26. Segment information 

For management purposes, the Group is organised into business units based on their products and 

services, and has three reportable operating segments as follows: 

The food courts segment is the management of food courts. 

The food and beverages (F&B) segment is in the sales of food and beverages. 

The corporate segment is involved in Group-level corporate services. 

Except as indicated above, no operating segments have been aggregated to form the above reportable 

operating segments. 

Management monitors the operating results of its business units separately for the purpose of making 

decisions about resource allocation and performance assessment. Segment performance is evaluated 

based on operating profit or loss which in certain respects, as explained in the table below, is measured 

differently from operating profit or loss in the consolidated financial statements. 

Allocation basis and transfer pricing 

Segment results, assets and liabilities include items directly attributable to a segment as well as 

those that can be allocated on a reasonable basis. Unallocated items comprise mainly cash and bank 

balances, fixed deposits, provision for income tax and deferred tax liabilities. 

Transfer prices between business segments are set on an arm’s length basis in a manner similar to 

transactions with third parties. Segment revenue, expenses and results include transfers between 

business segments. These transfers are eliminated on consolidation. 

(a) Operating Segments 


Food 

courts F&B Corporate Eliminations Group 

$’000 $’000 $’000 $’000 $’000 

Revenue: 

Turnover 

- external sales 22,920 32,792 – – 55,712 

- inter-segment sales 5,877 – 1,860 (7,737) – 

Other operating income 883 391 1,000 (1,000) 1,274 

Total revenue 29,680 33,183 2,860 (8,737) 56,986 

Results: 

Interest income 384 (16) – – 368 

Depreciation 2,105 909 – – 3,014 

Other non-cash expenses 

(Note i) 957 580 221 – 1,758 

Taxation 725 388 (25) (18) 1,070 

Segment profit/(loss) 4,209 (2,135) – (1,158) 916 

Assets: 

Segment assets (Note ii) 28,637 12,130 10,683 – 51,450 

Liabilities: 

Segment liabilities 

(Note iii) (16,063) (4,004) (678) – (20,745) 

Capital expenditure 

(Note iv) 3,002 1,336 – – 4,338 


90 




(a) Operating Segments (cont’d) 


2010 

Food 

courts F&B Corporate Eliminations Group 

$’000 $’000 $’000 $’000 $’000 

Revenue: 

Turnover 

- external sales 18,752 28,610 – – 47,362 

- inter-segment sales 6,324 – – (6,324) – 

Other operating income 620 244 3,860 (3,860) 864 

Total revenue 25,696 28,854 3,860 (10,184) 48,226 

Results: 

Interest income 240 – – – 240 

Depreciation 1,862 622 – – 2,484 

Other non-cash expenses 

(Note i) 588 203 – – 791 

Taxation 656 – – – 656 

Segment profit/(loss) 3,110 (437) – – 2,673 

Assets: 

Segment assets (Note ii) 30,378 7,066 12,738 – 50,182 

Liabilities: 

Segment liabilities 

(Note iii) (15,233) (2,363) (1,207) – (18,803) 

Capital expenditure 

(Note iv) 1,706 1,636 – – 3,342 

Note i: Other non-cash expenses comprise loss on disposal of fixed assets, fixed assets written off, finance 

cost on provision of reinstatement cost, amortisation of intangible assets, lease expenses relating 

to fair value of rental deposits, additional lease expense on straight-line basis over the lease term, 

impairment loss on fixed assets and exchange differences. 

Note ii: Total segment assets comprise fixed and current assets. 

Note iii: Total segment liabilities comprise current and non-current liabilities and tax liabilities. 

Note iv: Capital expenditure refers to the acquisition of fixed assets.




(b) Geographical segments 

Sales to external customers 2011 2010 

$’000 $’000 

Singapore 41,583 34,766 

Malaysia 2,809 5,108 

Indonesia 382 1,300 

China 4,626 4,917 

Hong Kong 6,312 1,271 

Non-current assets (Note v) 

55,712 47,362 

Singapore 20,237 22,089 

Malaysia 2,061 2,424 

Indonesia 191 301 

China 1,577 1,570 

Hong Kong 182 276 

24,248 26,660 

Note v: Non-current assets information presented above consist of fixed assets, intangible assets, deposits 

and other receivables, prepayments and other recoverables. 

(c) Information about a major customer 

The Group does not have any specific major customer. 

27. Directors’ remuneration 

The number of directors of the Company in remuneration bands is as follows: 

Executive 

directors 


Nonexecutive 

directors Total 

Executive 

directors 

Nonexecutive 

directors Total 

$500,000 and above – – – – – – 

$250,000 to $499,999 1 – 1 – – – 

Below $250,000 1 5 6 2 5 7 

2 5 7 2 5 7 


92 



28. Capital management 

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit 

rating and healthy capital ratios in order to support its business and maximise shareholder value. 

The Group manages its capital structure from various sources of funds to finance its overall operations 

and support its business growth. No changes were made in the objectives during the year ended 31 

December 2011 and period ended 31 December 2010. 

The Group monitors capital using return on equity. Return on equity is derived using profit for the 

financial year attributable to owners of the parent over the equity attributable to owners of the 

Company. Equity comprises issued capital (net of Treasury shares), accumulated profits and translation 

reserve. The return on equity for the period ended 31 December 2011 is 2.7% (2010: 8.5%). 

29. Events occurring after the reporting period 

(a) Arbitration against China Pub Food and Beverage Management Co., Ltd 


The Company’s wholly owned subsidiary companies, Maibo Restaurant Management (Shanghai) 

Co., Limited and Malone’s Limited (collectively, the “Claimants”) had on 30 June 2011, applied 

(the “Application”) to China International Economic Trade Arbitration Commission (“CIETAC”), 

Shanghai Sub-Commission in the People’s Republic of China for arbitration of a claim against 

China Pub Food and Beverage Management Co., Ltd (the “Respondent”) for an aggregate sum of 

approximately RMB 4.78 million for the following: 

(a) Breach of (i) a General (Area Developer) Licence and Management Agreement; (ii) a Unit 

Licence and Management Agreement; and (iii) a Trademark Licence Agreement dated 12 

September 2007 and supplemental agreements in relation thereto dated 17 September 

2008; and 

(b) Breach of intellectual property rights of the Claimants. 

The arbitration is still ongoing as at 15 March 2012. 

(b) Incorporation of new subsidiary companies 

The Company has incorporated the following subsidiary companies as part of its ongoing 

business development. 

(i) Entities directly wholly-owned by Lifestyle Dining Pte. Ltd. 

Name: The Boxing Crab Pte. Ltd. 

Principal activity: Sale of food and beverages 

Issued share capital: $200,000 comprising 200,000 ordinary shares 

Place of incorporation: Singapore 

Name: Wan Style Pte. Ltd. 

Principal activity: Investment holding 



(ii) Entity directly wholly-owned by Wan Style Pte. Ltd. 

Name: Wan Style (Singapore) Pte. Ltd. 

Principal activity: Sale of food and beverages 



(iii) Entity directly wholly-owned by Food Junction International Pte. Ltd. 

Name: Food Junction (China) Pte. Ltd. 

Principal activity: Investment holding 


Place of incorporation: Singapore



29. Events occurring after the reporting period (cont’d) 

(c) Acquisition of shares in the Company 

Since the end of the financial year till 15 March 2012, the Company acquired 679,000 shares in 

the Company through purchases on the Singapore Exchange for an amount of $128,846. 

30. Authorisation of financial statements for issue 

The financial statements for the period ended 31 December 2011 were authorised for issue in 

accordance with a resolution of the directors on 15 March 2012. 


94 

Statistics of Shareholdings 

As at 8 March 2012 

Total No. of Issued Shares : 129,632,790 

Voting Rights : One vote per share 

No./Percentage of Treasury Shares : 7,624,000 (6.25%) 

No. of Issued Shares (excluding Treasury Shares) : 122,008,790 

DISTRIBUTION OF SHAREHOLDINGS 

Size of Shareholdings 


No. of 

Shareholders % 

No. of Shares % 

1 – 999 113 9.12 42,321 0.03 

1,000 – 10,000 615 49.64 3,036,830 2.49 

10,001 – 1,000,000 504 40.68 31,803,603 26.07 

1,000,001 AND ABOVE 7 0.56 87,126,036 71.41 

TOTAL 1,239 100.00 122,008,790 100.00 

TWENTY LARGEST SHAREHOLDERS 

No. Name No. of Shares %* 

1 CIMB SECURITIES (SINGAPORE) PTE LTD 65,474,725 53.66 

2 DBS VICKERS SECURITIES (SINGAPORE) PTE LTD 9,765,160 8.00 

3 CHIANG PO-LING 5,794,000 4.75 

4 DBS NOMINEES PTE LTD 1,766,070 1.45 

5 HL BANK NOMINEES (S) PTE LTD 1,577,660 1.29 

6 PHILLIP SECURITIES PTE LTD 1,454,100 1.19 

7 UNITED OVERSEAS BANK NOMINEES (PTE) LTD 1,294,321 1.06 

8 OCBC NOMINEES SINGAPORE PRIVATE LIMITED 949,780 0.78 

9 BERNARD TEOH KOK KHENG 894,640 0.73 

10 HENG KHENG LONG OR CYNTHIA POA KHENG BEE 868,000 0.71 

11 TAN KAY TOH OR YU HEA RYEONG 828,000 0.68 

12 HUBERTUS JOHANNES MARINUS VAN DER STAAK 701,044 0.57 

13 LIM CHER KHIANG 648,673 0.53 

14 CHAN NGON YUE 581,920 0.48 

15 MAYBANK KIM ENG SECURITIES PTE LTD 579,350 0.47 

16 ER KONG KIONG DOMINIC 508,710 0.42 

17 HSBC (SINGAPORE) NOMINEES PTE LTD 480,220 0.39 

18 AMIN LEO @ LIAUW TJEN MIN 450,000 0.37 

19 TEH KIU CHEONG 450,000 0.37 

20 OCBC SECURITIES PRIVATE LTD 437,590 0.36 

TOTAL 95,503,963 78.26 

* The percentage of issued shares is calculated based on the number of issued shares as at 8 March 2012, excluding 

any Treasury shares held at that date. 

38.58% of the Company's shares (excluding Treasury shares) are held in the hands of public. Accordingly, 

the Company has complied with Rule 723 of the Listing Manual of SGX-ST.



SUBSTANTIAL SHAREHOLDERS AS AT 8TH MARCH 2012 

Name of Shareholders Direct Deemed Interest 

1) Lanius Limited (1) – 74,935,285 

2) Lippo Capital Limited (2) – 74,935,285 

3) Lippo Limited (3) – 74,935,285 

4) First Tower Corporation (4) – 74,935,285 

5) Skyscraper Realty Limited (5) – 74,935,285 

6) Lippo China Resources Limited (6) – 74,935,285 

7) Tamsett Holdings Limited (7) – 74,935,285 

8) Max Turbo Limited (8) – 74,935,285 

9) Win Joyce Limited (9) – 74,935,285 

10) Goldmax Pacific Limited (10) – 74,935,285 

11) Pantogon Holdings Pte Ltd (11) – 74,935,285 

12) James T. Riady (12) – 74,935,285 

13) Stephen T. Riady (13) – 74,935,285 

14) Auric Pacific Investment Holdings Pte Ltd (14) – 74,935,285 

15) Auric Pacific Group Limited (15) – 74,935,285 

16) Goldstream Capital Limited (16) – 74,935,285 

17) Bravado International Limited (17) – 74,935,285 

18) Castello International Limited (18) – 74,935,285 

19) Provatas Investments Limited (19) – 74,935,285 

20) Oxley Capital Holdings Limited (20) – 74,935,285 

21) APG Strategic Investment Pte Ltd (21) 65,474,725 74,935,285 

22) Auric Pacific Investment Pte Ltd (22) 9,460,560 – 

Notes: 

1 By virture of Section 7(4) of the Companies Act, (Cap. 50), Lanius Limited is deemed to have an interest in the Food 

Junction Holdings Limited’s shares held by Auric Pacific Investment Pte Ltd (“API") and APG Strategic Investment 

Pte Ltd ("APG Strategic') through Auric Pacific Investment Holdings Pte Ltd (“AP Holdings”) and Auric Pacific Group 

Limited (“APGL”). 

2 By virtue of Section 7 of the Companies Act (Cap. 50), Lippo Capital Limited is deemed to have an interest in Food 

Junction Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. 

3 By virtue of Section 7 of the Companies Act (Cap. 50), Lippo Limited is deemed to have an interest in Food Junction 

Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. 

4 By virtue of Section 7 of the Companies Act (Cap. 50), First Tower Corporation is deemed to have an interest in Food 


5 By virtue of Section 7 of the Companies Act (Cap. 50), Skyscraper Realty Limited is deemed to have an interest in 

Food Junction Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. 

6 By virtue of Section 7 of the Companies Act (Cap. 50), Lippo China Resources Limited is deemed to have an interest 

in Food Junction Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. 

7 By virtue of Section 7(4) of the Companies Act (Cap. 50), Tamsett Holdings Limited is deemed to have an interest in 

Food Junction Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. 

8 By virtue of Section 7(4) of the Companies Act (Cap. 50), Max Turbo Limited is deemed to have an interest in Food 


9 By virtue of Section 7 of the Companies Act (Cap. 50), Win Joyce Limited ("Win Joyce") is deemed to have an 

interest in Food Junction Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. 


96 



10 By virtue of Section 7 of the Companies Act (Cap. 50), Goldmax Pacific Limited ("Goldmax") is deemed to have an 

interest in Food Junction Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. 

11 By virtue of Section 7 of the Companies Act (Cap. 50), Pantogon Holdings Pte Ltd ("Pantogon") is deemed to have 

an interest in Food Junction Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. 

Pantogon has an interest of 28.778% in APGL. Pantogon is a wholly-owned subsidiary of Goldmax, which is in turn a 

wholly-owned subsidiary of Win Joyce. 

12 By virtue of Section 7 of the Companies Act (Cap. 50), Mr James T. Riady is deemed to have an interest in Food 


13 By virtue of Section 7 of the Companies Act (Cap. 50), Mr Stephen T. Riady is deemed to have an interest in Food 


14 By virtue of Section 7 of the Companies Act (Cap. 50), AP Holdings is deemed to have an interest in Food Junction 

Holdings Limited’s shares held by API and APG Strategic. Both API and APG Strategic are wholly owned subsidiaries 

of AP Holdings, which is in turn a wholly-owned subsidiary of APGL. 

15 By virtue of Section 7 of the Companies Act (Cap. 50), APGL is deemed to have an interest in Food Junction Holdings 

Limited’s shares held by API and APG Strategic. Both API and APG Strategic are wholly owned subsidiaries of AP 

Holdings, which is in turn a wholly-owned subsidiary of APGL. 

16 Goldstream Capital Limited (“Goldstream") has an interest of 21.88% in APGL. By virtue of Section 7 of the 

Companies Act (Cap. 50), Goldstream is deemed to have an interest in Food Junction Holdings Limited’s shares held 

by APG Strategic and API through AP Holdings and APGL. 

17 Bravado International Limited ("Bravado") has an interest of 70% in Goldstream. By virtue of Section 7 of the 

Companies Act (Cap. 50), Bravado is deemed to have an interest in Food Junction Holdings Limited’s shares held by 

APG Strategic and API through AP Holdings, APGL and Goldstream. 

18 Castello International Limited ("Castello") has an interest of 30% in Goldstream. By virtue of Section 7 of the 

Companies Act (Cap. 50), Castello is deemed to have an interest in Food Junction Holdings Limited’s shares held by 

APG Strategic and API through AP Holdings, APGL and Goldstream. 

19 Provatas Investments Limited ("Provatas") has an interest of 50% in Castello. Castello has an interest of 30% in 

Goldstream. Goldstream has an interest of 21.88% in APGL. By virtue of Section 7 of the Companies Act (Cap. 50), 

Provatas is deemed to have an interest in Food Junction Holdings Limited’s shares held by APG Strategic and API 

through AP Holdings, APGL and Castello. 

20 By virtue of Section 7 of the Companies Act (Cap. 50), Oxley Capital Holdings Limited ("Oxley") is deemed to have 

an interest in Food Junction Holdings Limited through Provatas. Provatas has a deemed interest of 61.42%* in Food 

Junction Holdings Limited and is a wholly-owned subsidiary of Oxley. 

21 APG Strategic is a wholly-owned subsidiary of AP Holdings which is in turn a wholly-owned subsidiary of APGL. APG 

Strategic's interest is registered in the name of CIMB Securities (Singapore) Pte Ltd. 

22 API is a wholly-owned subsidiary of AP Holdings which is in turn a wholly-owned subsidiary of APGL. API's interest is 

registered in the name of DBS Vickers Securities (Singapore) Pte Ltd. 

* The percentage of issued shares is calculated based on the number of issued shares as at 8 March 2012, excluding 

any Treasury shares held at that date. 


Notice of Annual General Meeting 

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Food Junction Holdings Limited (“the 

Company”) will be held at Taurus Room, Level 1, Marina Mandarin Singapore, 6 Raffles Boulevard, Marina 

Square, Singapore 039594 on 23 April 2012 at 1 p.m. for the following purposes: 

AS ORDINARY BUSINESS 

1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the year 

ended 31 December 2011 together with the Auditors’ Report thereon. (Resolution 1) 

2. To declare a final dividend of 0.25 cent per share (tax exempt one-tier) for year ended 31 December 

2011 (previous year: 0.25 cents per share). (Resolution 2) 

3. To re-elect the following Directors of the Company retiring pursuant to Articles 88 and 89 of the 

Articles of Association of the Company: 

Mr Christopher James Williams (Retiring under Article 89) (Resolution 3) 

Mr Ronald Issen (Retiring under Article 88) (Resolution 4) 

Mr Christopher James Williams will, upon re-election as Director of the Company, remain as member of 

the Audit Committee and will be considered non-independent. 

Mr Ronald Issen will, upon re-election as a Director of the Company, remain as a member of Audit 

Committee, Nominating Committee and Remuneration Committee respectively and will be considered 

non-independent. 

4. To note the retirement of Dr Ronnie Tan Kay Poo @ Keh Poo, a Director retiring pursuant to Article 89 

of the Company’s Articles of Association, who has decided not to seek for re-election. 

5. To approve the payment of Directors’ fees of S$172,000.00 for the year ended 31 December 2011 

(previous year: S$215,000.00) (Resolution 5) 

6. To re-appoint Ernst & Young LLP as the Auditors of the Company and to authorise the Directors of the 

Company to fix their remuneration. (Resolution 6) 

7. To transact any other ordinary business which may properly be transacted at an Annual General 

Meeting. 

AS SPECIAL BUSINESS 

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any 

modifications: 

8. Authority to issue shares 

That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the 

Singapore Exchange Securities Trading Limited (“SGX-ST”), the Directors of the Company be authorised 

and empowered to: 

(a) (i) issue shares in the Company (“shares”) whether by way of rights, bonus or otherwise; 

and/or 

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or 

would require shares to be issued, including but not limited to the creation and issue of 

(as well as adjustments to) options, warrants, debentures or other instruments convertible 

into shares, 

at any time and upon such terms and conditions and for such purposes and to such persons as 

the Directors of the Company may in their absolute discretion deem fit; and 

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) 

issue shares in pursuance of any Instruments made or granted by the Directors of the Company 

while this Resolution was in force, 


98 


provided that: 

(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, 

made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall 

not exceed fifty per centum (50%) of the total number of issued shares (excluding treasury 

shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) 

below), of which the aggregate number of shares to be issued other than on a pro rata basis 

to shareholders of the Company shall not exceed twenty per centum (20%) of the total number 

of issued shares (excluding treasury shares) in the capital of the Company (as calculated in 

accordance with sub-paragraph (2) below); 

(2) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining 

the aggregate number of shares that may be issued under sub-paragraph (1) above, the 

total number of issued shares (excluding treasury shares) shall be based on the total number 

of issued shares (excluding treasury shares) in the capital of the Company at the time of the 

passing of this Resolution, after adjusting for: 


(a) new shares arising from the conversion or exercise of any convertible securities; 

(b) new shares arising from exercising share options or vesting of share awards which are 

outstanding or subsisting at the time of the passing of this Resolution; and 

(c) any subsequent bonus issue, consolidation or subdivision of shares; 

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the 

provisions of the Listing Manual of the SGX-ST for the time being in force (unless such 

compliance has been waived by the SGX-ST) and the Articles of Association of the Company; 

and 

(4) unless revoked or varied by the Company in a general meeting, such authority shall continue 

in force until the conclusion of the next Annual General Meeting of the Company or the date by 

which the next Annual General Meeting of the Company is required by law to be held, whichever 

is earlier. 

[See Explanatory Note (i)] (Resolution 7) 

9. Renewal of Share Purchase Mandate 

That for the purposes of Sections 76C and 76E of the Companies Act, Cap. 50, the Directors of the 

Company be and are hereby authorised to make purchases or otherwise acquire issued shares in 

the capital of the Company from time to time (whether by way of market purchases or off-market 

purchases on an equal access scheme) of up to ten per centum (10%) of the total number of issued 

shares (excluding treasury shares) in the capital of the Company (as ascertained as at the date of 

Annual General Meeting of the Company) at the price of up to but not exceeding the Maximum Price as 

defined in the Section entitled “Definitions” set out on page 2 of the Circular dated 30 December 2004 

to the shareholders of the Company and in accordance with the “Guidelines on Share Purchases” set 

out in the Appendix I of the Annual Report, and this mandate shall, unless revoked or varied by the 

Company in general meeting, continue in force until the conclusion of the next Annual General Meeting 

of the Company or the date by which the next Annual General Meeting of the Company is required by 

law to be held, whichever is earlier. 

[See Explanatory Note (ii)] (Resolution 8) 

By Order of the Board 

Gan Chee Teik 

Secretary 

Singapore, 5 April 2012


Explanatory Notes: 

(i) The Ordinary Resolution 7 in item 8 above, if passed, will empower the Directors of the Company, 

effective until the conclusion of the next Annual General Meeting of the Company, or the date by which 

the next Annual General Meeting of the Company is required by law to be held or such authority is 

varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares, 

make or grant Instruments convertible into shares and to issue shares pursuant to such Instruments, 

up to a number not exceeding, in total, 50% of the total number of issued shares (excluding treasury 

shares) in the capital of the Company, of which up to 20% may be issued other than on a pro-rata 

basis to shareholders. 

For determining the aggregate number of shares that may be issued, the total number of issued shares 

(excluding treasury shares) will be calculated based on the total number of issued shares (excluding 

treasury shares) in the capital of the Company at the time this Ordinary Resolution is passed after 

adjusting for new shares arising from the conversion or exercise of any convertible securities or share 

options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary 

Resolution is passed and any subsequent bonus issue, consolidation or subdivision of shares. 

(ii) The Ordinary Resolution 8 proposed in item 9 above, if passed, will empower the Directors of the 

Company effective until the conclusion of the next Annual General Meeting of the Company or the date 

by which the next Annual General Meeting of the Company is required by law to be held, whichever 

is the earlier, to repurchase ordinary shares of the Company by way of market purchases or offmarket 

purchases of up to ten per centum (10%) of the total number of issued shares (excluding 

treasury shares) in the capital of the Company at the Maximum Price as defined in the Section entitled 

“Definitions” set out on page 2 of the Circular dated 30 December 2004 to the shareholders of the 

Company and in accordance with the “Guidelines on Share Purchases” set out in the Appendix I of the 

Annual Report. 

Notes: 

The rationale for, the authority and limitation on, the sources of funds to be used for the purchase or 

acquisition including the amount of financing and the financial effects of the purchase or acquisition of 

ordinary shares by the Company pursuant to the Share Purchase Mandate on the audited consolidated 

financial accounts of the Group for the year ended 31 December 2011 are set out in greater detail in 

Appendix I of the Annual Report. 

1. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to 

appoint not more than two proxies to attend and vote in his/her stead. A proxy need not be a Member 

of the Company. 

2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 50 

Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 not less than forty-eight (48) hours 

before the time appointed for holding the Meeting. 


100 

Appendix I 

SUMMARY SHEET FOR RENEWAL OF SHARES PURCHASE MANDATE 

(A) SHARES PURCHASED IN THE PREVIOUS TWELVE MONTHS 

Pursuant to the Shares Purchase Mandate obtained at the Annual General Meeting on 21 April 2011, 

the Company had bought back by way of market acquisition, 5,384,000 ordinary shares in the capital 

of the Company (the “Shares”). The total consideration paid for the purchases was S$1,033,624 

(inclusive of brokerage and clearing fees). The highest price paid for the purchases was S$0.20 per 

Share and the lowest price paid was S$0.185 per Share. 

(B) RENEWAL OF THE SHARES PURCHASE MANDATE 

The Ordinary Resolution No. 8, if passed at the Annual General Meeting, will renew the Shares 

Purchase Mandate approved by the Shareholders of the Company from the date of the Annual General 

Meeting until the date that the next annual general meeting of the Company is held or is required by 

law to be held, whichever is the earlier. 

(C) RATIONALE FOR THE SHARES PURCHASE MANDATE 

Short-term speculation may at times cause the market price of the Company’s Shares to be depressed 

below the true value of the Company and the Group. The proposed Shares Purchase Mandate will 

provide the Directors with the means to restore investors’ confidence and to protect existing 

shareholders’ investments in the Company in a depressed share-price situation through judicious 

Shares purchases to enhance the earnings per Share and/or the net asset value per Share. The 

Shares purchases will enhance the net asset value per Share if the Shares purchases are made at a 

price below the net asset value per Share. 

The proposed Shares Purchase Mandate will also provide the Company with an expedient and costeffective 

mechanism to facilitate the return of surplus cash reserves to the shareholders, as and 

when the Directors are of the view that this would be in the best interests of the Company and the 

shareholders. 

The Directors will only make a Shares purchase as and when the circumstances permit and only if 

the Directors are of the view that such purchases are in the best interests of the Company and the 

shareholders. The Directors will decide whether to purchase Shares only after taking into account, 

among other things, the market conditions at such time, the Company’s financial condition and whether 

such purchases will cause the Company to become insolvent (ie the Company is unable to pay its debts 

as they become due in the ordinary course of business, or the value of the Company’s assets is less 

than the value of its liabilities including contingent liabilities), and whether such purchases represent 

the most efficient and cost-effective approach to enhance Share value. Shares purchases will only 

be made if the Directors believe that such purchases are likely to benefit the Company and increase 

economic value for shareholders. 

The Directors will ensure that the Shares purchases will not have any effect on the listing of the 

Company’s securities including the Shares listed on the Singapore Exchange Securities Trading Limited 

(the “SGX-ST”). Clause 723 of the Listing Manual of the SGX-ST requires at least ten per cent. (10%) 

of any class of a company’s listed securities to be held by the public at all times. The Directors shall 

safeguard the interests of public shareholders before undertaking any Shares purchases. Before 

exercising the Shares Purchase Mandate, the Directors shall at all times take due cognisance of (a) 

the then shareholding spread of the Company in respect of the number of Shares held by substantial 

shareholders and by non-substantial shareholders and (b) the volume of trading on the SGX-ST in 

respect of the Shares immediately before the exercise of any Shares purchase. 

Currently, 47,073,505 Shares (38.58%) of a total of 122,008,790 Shares (excluding Treasury shares) 

issued by the Company are held by 1,306 public shareholders. The Company is of the view that there 

is sufficient number of Shares in issue held by public shareholders which would permit the Company to 

undertake Shares purchases of up to ten per cent. (10%) of its issued ordinary share capital without 

affecting the listing status of the Shares on the SGX-ST. The Company will ensure that the Shares 

purchases will not cause market illiquidity or affect orderly trade. 


Appendix I 


(D) FINANCIAL IMPACT OF THE PROPOSED SHARES PURCHASES 

1. The purchased Shares may be: 

(i) held by the Company; or 

(ii) dealt with, at any time, in accordance with Section 76K of the Companies Act (Chapter 50) (the 

“Act”), as Treasury Shares. 

Section 76K of the Act allows the Company to: 

(i) sell the Shares (or any of them) for cash; 

(ii) transfer the Shares (or any of them) for the purposes of or pursuant to an employees’ share 

scheme; 

(iii) transfer the Shares (or any of them) as consideration for the acquisition of shares in or assets of 

another company or assets of a person; or 

(iv) cancel the Shares (or any of them). 

The aggregate number of Shares held as Treasury Shares shall not at any time exceed ten per cent. 

(10%) of the total number of Shares at that time. Any Shares in excess of this limit shall be disposed 

of or cancelled in accordance with Section 76K of the Act within six (6) months. 

Any Shares Purchase will: 

(i) reduce the amount of the Company’s share capital where the Shares were purchased or acquired 

out of the capital of the Company; 

(ii) reduce the amount of the Company’s profits where the Shares were purchased or acquired out 

of the profits of the Company; or 

(iii) reduce the amount of the Company’s share capital and profits proportionately where the Shares 

were purchased or acquired out of both the capital and the profits of the Company; 

by the total amount of the purchase price paid by the Company for the Shares cancelled. 

The Company cannot exercise any right in respect of Treasury Shares. In particular, the Company 

cannot exercise any right to attend or vote at meetings and for the purposes of the Act, the Company 

shall be treated as having no right to vote and the Treasury Shares will be treated as having no voting 

rights. 

2. The financial effects on the Company and the Group arising from the proposed purchases of the 

Company’s Shares which may be made pursuant to the proposed Shares Purchase Mandate will depend 

on, inter alia, the aggregate number of Shares purchased and the consideration paid at the relevant 

time. 

3. Based on the existing issued and paid-up share capital of the Company as at 31 December 2011 and 

23 March 2012 (the “Latest Practicable Date”), the proposed purchases by the Company of up to a 

maximum of ten per cent. (10%) of its issued share capital (excluding Treasury Shares held) under the 

Shares Purchase Mandate will result in the purchase of 12,200,879 Shares. 

4. An illustration of the impact of Shares purchases by the Company pursuant to the Shares Purchase 

Mandate on the Group’s and the Company’s financial position is set out below based on the following 

assumptions: 

(a) audited accounts of the Group and the Company as at 31 December 2011; 

Annual Report101

102 

Appendix I 


(b) in full exercise of the Shares Purchase Mandate, 12,200,879 Shares were purchased as at the 

Latest Practicable Date; 

(c) the maximum price for the market purchases is $0.20, which is five per cent. (5%) above 

the average closing prices of the Shares over the last five market days preceding the Latest 

Practicable Date on which the transactions in Shares were recorded on the SGX-ST; and 

(d) the maximum amount of funds required for the Shares purchases in the aggregate is $2,440,176 

(excluding transactional costs) as at the Latest Practicable Date. 


Market Purchases and Off-Market Purchases and held as Treasury Shares or cancelled 

Group 

Before Shares 

Purchases 

($’000) 

After Shares 

Purchases 

($’000) 


Shareholders’ funds 30,404 27,964 

Intangible assets 8,968 8,968 

Net tangible assets 21,436 18,996 

Current assets 27,202 24,762 

Current liabilities 18,584 18,584 

Working Capital 8,618 6,178 

Total Liabilities 20,745 20,745 

Cash and cash equivalents 21,352 18,912 

Short-term investments – – 

Number of Shares (excluding Treasury Shares) 122,008,790 109,807,911 


Net tangible assets per Share (cents) 17.57 17.30 

Earnings per Share (cents) 0.68 0.75 

Gearing (%) – – 

Current ratio 1.46 1.33

Appendix I 


Company 

Before Shares 

Purchases 

($’000) 

After Shares 

Purchases 

($’000) 


Shareholders’ funds 22,240 19,800 

Intangible assets (Goodwill) – – 

Net tangible assets 22,240 19,800 

Current assets 6,092 3,652 

Current liabilities 633 633 

Working Capital 5,459 3,019 

Total Liabilities 633 633 

Cash and cash equivalents 671 (1,769) 

Short-term investments – – 

Number of Shares (excluding Treasury Shares) 122,008,790 109,807,911 


Net tangible assets per Share (cents) 18.23 18.03 

Earnings per Share (cent) 1.21 1.35 

Gearing (%) – – 

Current ratio 9.62 5.77 

5. Shareholders should note that the financial effects set out above are based on the audited financial 

accounts of the Group and the Company for the financial year ended 31 December 2011 and are for 

illustration only. The results of the Group and the Company for the financial year ended 31 December 

2011 may not be representative of future performance. 

6. The Company intends to use its internal sources of funds to finance its purchases of the Shares. The 

Company does not intend to obtain or incur any borrowings to finance its purchases of the Shares. 

The Directors do not propose to exercise the Shares Purchase Mandate in a manner and to such extent 

that the working capital requirements of the Group would be materially affected. 

7. The Company will take into account both financial and non-financial factors, among other things, the 

market conditions at such time, the Company’s financial condition, the performance of the Shares 

and whether such Shares purchases would represent the most efficient and cost-effective approach 

to enhance the Share value. Shares purchases will only be made if the Board believes that such 

purchases are likely to benefit the Company and increase economic value for shareholders. 

(E) CONSEQUENCES OF SHARES PURCHASES UNDER THE SINGAPORE CODE ON 

TAKE-OVERS AND MERGERS 

1. In accordance with The Singapore Code on Take-overs and Mergers (the "Take-over Code"), a person 

will be required to make a general offer for a public company if: 

(a) he acquires thirty per cent. (30%) or more of the voting rights of the company; or 

(b) he already holds between thirty per cent. (30%) and fifty per cent. (50%) of the voting rights 

of the company, and he increases his voting rights in the company by more than one per cent. 

(1%) in any six (6) month period. 


104 

Appendix I 


2. As at the Latest Practicable Date, the Directors' and Substantial Shareholders' shareholding interests in 

the Company are as follows: 

Directors 


Direct Interest Deemed Interest Total Interest 

Number 

of Shares % 

Number 

of Shares % 

Number 

of Shares % 

Christopher James Williams – – – – – – 

David Lim Chiew Poh – – – – – – 

Ronnie Tan Kay Poo @ Keh Poo – – – – – – 

Tan Kok Hiang – – – – – – 

Lee Joo Hai – – – – – – 

Ronald Issen – – – – – – 

Holders of 5% or more 

APG Strategic Investment Pte Ltd 65,474,725 53.66 – – 65,474,725 53.66 

Auric Pacific Investment Pte Ltd 9,460,560 7.75 – – 9,460,560 7.75 

* The percentage of issued shares is calculated based on the number of issued shares as at 23 March 2012, 

excluding any Treasury shares held at that date. 

In the event the Company undertakes Shares purchases of up to ten per cent. (10%) of the issued 

share capital of the Company as permitted by the Shares Purchase Mandate, the shareholdings and 

voting rights of APG Strategic Investment Pte Ltd will remain above fifty per cent (50%). Accordingly, 

no Director or Substantial Shareholder is required to make a general offer pursuant to the Take-Over 

Code. 

(F) MISCELLANEOUS 

1. Any Shares Purchases undertaken by the Company shall be at a price of up to but not exceeding the 

Maximum Price. The Maximum Price is a sum which shall not exceed the sum constituting five per 

cent. (5%) above the average closing price of the Shares over the period of five (5) trading days in 

which transactions in the Shares on the SGX-ST were recorded, in the case of a Market Purchase, 

before the day on which such purchase is made and deemed to be adjusted for any corporate 

action that occurs after the relevant five (5) day period, and, in the case of an Off-Market Purchase, 

immediately preceding the date of offer by the Company, as the case may be. 

2. In making Share Purchases, the Company will comply with the requirements of the SGX-ST Listing 

Manual, in particular, Rule 886 with respect to notification to the SGX-ST of any Shares purchases. 

Rule 886 is reproduced below: 

“(1) An issuer must notify the Exchange of any share buy-back as follows: 

(a) In the case of a market acquisition, by 9.00 am on the market day following the day on 

which it purchased shares, 

(b) In the case of an off market acquisition under an equal access scheme, by 9.00 am on the 

second market day after the close of acceptances of the offer. 

(2) Notification must be in the form of Appendix 8.3.1 (or 8.3.2 for an issuer with a dual listing on 

another stock exchange).” 

3. Shares Purchases will be made in accordance with the "Guidelines on Shares Purchases" as set out in 

Appendix I of the Company’s Circular to Shareholders dated 30 December 2004, a copy of which is 

annexed. All information required under the Act relating to the shares purchase mandate is contained 

in the said Guidelines.

Appendix I 


4. The SGX-ST Listing Manual does not expressly prohibit any purchase of shares by a listed company 

during any particular time or times. However, as a listed company would be considered an “insider” 

in relation to any proposed purchase or acquisition of its shares, the Company will undertake not to 

purchase or acquire Shares pursuant to the proposed Share Purchase Mandate at any time after a 

price sensitive development has occurred or has been the subject of a decision until the price sensitive 

information has been publicly announced. In particular, the Company will not purchase or acquire any 

Shares during the period commencing one (1) month immediately preceding the announcement of the 

Company’s full-year results and the period of two (2) weeks immediately preceding the announcement 

of its quarterly results. 

5. The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports 

contained or opinions expressed in this Appendix. 

(G) DIRECTORS' RESPONSIBILITY STATEMENT 

The Directors of the Company collectively and individually accept full responsibility for the accuracy 

of the information given herein and confirm after making all reasonable enquiries that, to the best of 

their knowledge and belief, this Appendix constitutes full and true disclosure of all material facts about 

the Share Purchase Mandate, the Company and its subsidiaries, and the directors are not aware of any 

facts the omission of which would make any statement in this Appendix misleading. 

(H) DIRECTORS’ RECOMMENDATION 

The Directors of the Company are of the opinion that the renewal of the proposed Shares Purchase 

Mandate is in the best interests of the Company. Accordingly, the Directors of the Company 

recommend that shareholders vote in favour of Ordinary Resolution No. 8. 

(I) ACTION TO BE TAKEN BY SHAREHOLDERS 

If a shareholder is unable to attend the Annual General Meeting and wishes to appoint a proxy to 

attend and vote on his behalf, he should complete, sign and return the Proxy Form attached to the 

Annual Report in accordance with the instructions printed thereon as soon as possible and in any event 

so as to reach 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not later than 48 

hours before the time for holding the Annual General Meeting. Completion and return of the Proxy 

Form by a shareholder will not prevent him from attending and voting at the Annual General Meeting if 

he so wishes. 

A Depositor shall not be regarded as a member of the Company entitled to attend the Annual General 

Meeting and to speak and vote thereat unless his name appears on the Depository Register at least 48 

hours before the Annual General Meeting. 

(J) TAXATION 

Shareholders who are in doubt as to their respective tax positions or any tax implications, or who 

may be subject to tax in a jurisdiction outside Singapore, should consult their own professional tax 

advisers. 

(K) DOCUMENTS FOR INSPECTION 

Copies of the following documents may be inspected at the registered office of the Company at 50 

Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 during normal business hours from the 

date of this Circular up to and including the date of the Annual General Meeting: 

(a) the Memorandum and Articles of Association of the Company; and 

(b) the audited financial statements of the Company for the financial year ended 31 December 2011. 


106 

Appendix II 

GUIDANCE ON SHARES PURCHASES 

1. SHAREHOLDERS’ APPROVAL 

(a) Purchases of Shares by the Company must be approved in advance by the Shareholders at a 

general meeting of the Company, by way of a general mandate. 

(b) A general mandate authorising the purchase of Shares by the Company representing up to ten 

per cent. (10%) of the Company’s issued ordinary share capital (excluding any Shares held as 

Treasury Shares) will expire on the earlier of: 


(i) the conclusion of the next annual general meeting of the Company; 

(ii) the expiration of the period within which the next annual general meeting of the Company 

is required by law to be held; or 

(iii) the time when such mandate is revoked or varied by an ordinary resolution of the 

Shareholders of the Company in general meeting. 

(c) The authority conferred on the Directors by the Shares Purchase Mandate to purchase Shares 

shall be renewed at the next annual general meeting of the Company. 

(d) When seeking Shareholders’ approval for the renewal of the Shares Purchase Mandate, the 

Company shall disclose details pertaining to the purchases of Shares made during the previous 

12 months, including the total number of Shares purchased, the purchase price per Share 

or the highest and lowest price for such purchases of Shares, where relevant, and the total 

consideration paid for such purchases. 

2. MODE OF PURCHASE 

Shares Purchases can be effected by the Company in either one (1) of the following two (2) ways or 

both: 

(a) by way of market purchases of Shares on the SGX-ST, which means a purchase transacted 

through the ready market; or 

(b) by way of off-market acquisitions on an equal access scheme in accordance with section 76C of 

the Act. 

3. FUNDING OF SHARES PURCHASES 

(a) In purchasing the Shares, the Company may only apply funds legally permitted for such 

purchase in accordance with its Articles of Association, and the relevant laws and regulations 

enacted or prescribed by the relevant competent authorities in Singapore. 

(b) Any purchase by the Company may be made out of capital or profits that are available for 

distribution as dividends, so long as the Company is solvent (as defined by Section 76F(4) of the 

Act), but not from amounts standing in the Company’s capital redemption reserve. 

(c) The Company may not purchase its Shares on the SGX-ST for a consideration other than cash or 

for settlement otherwise than in accordance with the trading rules of the SGX-ST. 

4. TRADING RESTRICTIONS 

The number of Shares which can be purchased pursuant to the Shares Purchase Mandate is such 

number of Shares which represents up to a maximum of ten per cent. (10%) of the issued ordinary 

share capital of the Company (excluding Treasury Shares) as at date of the last annual general meeting 

of the Company.

Appendix II 


5. PRICE RESTRICTIONS 

Any Shares Purchase undertaken by the Company shall be at the price of up to but not exceeding the 

Maximum Price. 

“Maximum Price” means the maximum price at which the Shares can be purchased pursuant to the 

Shares Purchase Mandate, which shall not exceed the sum constituting five per cent. (5%) above the 

average closing price of the Shares over the period of five (5) trading days in which transactions in the 

Shares on the SGX-ST were recorded, in the case of a Market Purchase, before the day on which such 

purchase is made and deemed to be adjusted for any corporate action that occurs after the relevant 

five (5) day period, and, in the case of an Off-Market Purchase, immediately preceding the date of 

offer by the Company, as the case may be. 

6. OFF-MARKET PURCHASES 

(a) For purchases of Shares made by way of an Off-Market Purchase, the Company shall issue an 

offer document to all Shareholders. The offer document shall contain, inter alia, the following 

information: 

(i) the terms and conditions of the offer; 

(ii) the period and procedures for acceptances; 

(iii) the reasons for the proposed Shares Purchase; 

(iv) the consequences, if any, of Shares purchased by the Company that will arise under the 

Singapore Code on Take-overs and Mergers or any other applicable take-over rules; 

(v) whether the purchase of Shares, if made, would have any effect on the listing of the 

Company’s securities on the SGX-ST; and 

(vi) details of any purchase of Shares made by the Company in the previous 12 months 

whether through Market Purchases or Off-Market Purchases, including the total number 

of Shares purchased, the purchase price per Share or the highest and lowest prices paid 

for such purchases of Shares, where relevant, and the total consideration paid for such 

purchases. 

(b) All Offeree Shareholders shall be given a reasonable opportunity to accept any offer made by the 

Company to purchase their Shares under the Shares Purchase Mandate. 

(c) The Company may offer to purchase Shares from time to time under the Shares Purchase 

Mandate subject to the requirement that the terms of any offer to purchase Shares by the 

Company shall be pari passu in respect of all Offeree Shareholders save under the following 

circumstances: 

(i) where there are differences in consideration attributable to the fact that an offer relates to 

Shares with different dividend entitlements; 

(ii) where there are differences in consideration attributable to the fact that an offer relates to 

Shares with different amounts remaining unpaid; and 

(iii) where there are differences in an offer introduced solely to ensure that every Shareholder 

is left with a whole number of Shares in board lots of 1,000 Shares after the Shares 

Purchases, in the event there are Offeree Shareholders holding odd numbers of Shares. 


108 

Appendix II 


7. STATUS OF PURCHASED SHARES 

The purchased Shares may be: 

(i) held by the Company; or 

(ii) dealt with, at any time, in accordance with Section 76K of the Act, as Treasury Shares. 

Section 76K of the Act allows the Company to: 

(i) sell the Shares (or any of them) for cash; 

(ii) transfer the Shares (or any of them) for the purposes of or pursuant to an employees’ share 

scheme; 

(iii) transfer the Shares (or any of them) as consideration for the acquisition of shares in or assets of 

another company or assets of a person; or 

(iv) cancel the Shares (or any of them). 

The aggregate number of Shares held as Treasury Shares shall not at any time exceed ten per cent. 

(10%) of the total number of Shares at that time. Any Shares in excess of this limit shall be disposed 

of or cancelled in accordance with Section 76K of the Act within six (6) months. 

Any Shares Purchase will: 

(i) reduce the amount of the Company’s share capital where the Shares were purchased or acquired 

out of the capital of the Company; 

(ii) reduce the amount of the Company’s profits where the Shares were purchased or acquired out 

of the profits of the Company; or 

(iii) reduce the amount of the Company’s share capital and profits proportionately where the Shares 

were purchased or acquired out of both the capital and the profits of the Company, 

by the total amount of the purchase price paid by the Company for the Shares cancelled. 

The Company cannot exercise any right in respect of Treasury Shares. In particular, the Company 

cannot exercise any right to attend or vote at meetings and for the purposes of the Act, the Company 

shall be treated as having no right to vote and the Treasury Shares will be treated as having no voting 

rights. 

8. NOTIFICATION TO ACCOUNTING AND CORPORATE REGULATORY 

AUTHORITY (“ACRA”) 

(a) Within thirty (30) days of the passing of a Shareholders’ resolution to approve any purchase of 

Shares, the Company shall lodge a copy of such resolution with ACRA. 

(b) The Company shall notify ACRA within thirty (30) days of a purchase of Shares. Such 

notification shall include details of the date of the purchase, the total number and nominal value 

of Shares purchased by the Company, the Company’s issued share capital as at the date of the 

Shareholders’ resolution approving the purchase, the Company’s issued share capital after the 

purchase and the amount of consideration paid by the Company for the purchase. 


Appendix II 


9. NOTIFICATION TO THE SGX-ST 

(a) For purchases of Shares made by way of an Off-Market Purchase, the Company shall notify the 

SGX-ST in respect of any acquisition or purchase of Shares in the relevant form prescribed by 

the SGX-ST from time to time, not later than 9.00 a.m. on the second trading day after the 

close of acceptances of an offer, or within such time period that may be prescribed by the SGX- 

ST from time to time. 

(b) For purchases of Shares made by way of a Market Purchase, the Company shall notify the SGX- 

ST in respect of any acquisition or purchase of Shares in the relevant form prescribed by the 

SGX-ST from time to time, not later than 9.00 a.m. on the trading day following the date of 

market acquisition by the Company, or within such time period that may be prescribed by the 

SGX-ST from time to time. 

10. SUSPENSION OF PURCHASE 

(a) The Company may not undertake any Shares Purchase prior to the announcement of any pricesensitive 

information by the Company, until such time as the price sensitive information has 

been publicly announced or disseminated in accordance with the requirements of the Listing 

Manual. 

(b) The Company may not effect any Shares Purchases on the SGX-ST during the period 

commencing one (1) month immediately preceding the announcement of the Company’s fullyear 

results and the period of two (2) weeks immediately preceding the announcement of its 

quarterly results. 


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FOOD JUNCTION HOLDINGS LIMITED 

[Company Registration No. 200003470N] 

(Incorporated In The Republic of Singapore) 

PROXY FORM 

(Please see notes overleaf before completing this Form) 

I/We, 

of 

being a member/members of Food Junction Holdings Limited (the “Company”), hereby appoint: 

Name NRIC/Passport No. Proportion of Shareholdings 


Address 

and/or (delete as appropriate) 

Name NRIC/Passport No. Proportion of Shareholdings 


Address 

or failing the person, or either or both of the persons, referred to above , the Chairman of the Meeting as 

my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting (the “Meeting”) of 

the Company to be held at Taurus Room, Level 1, Marina Mandarin Singapore, 6 Raffles Boulevard, Marina 

Square, Singapore 039594 on 23 April 2012 at 1 p.m. and at any adjournment thereof. I/We direct my/our 

proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no 

specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any 

adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority 

herein includes the right to demand or to join in demanding a poll and to vote on a poll. 

(Please indicate your vote “For” or “Against” with a tick [√] within the box provided.) 

No. Resolutions relating to: For Against 

1 Directors’ Report and Audited Accounts for the year ended 31 December 2011 

2 Payment of proposed final dividend 

3 Re-election of Mr Christopher James Williams as a Director 

4 Re-election of Mr Ronald Issen as a Director 

5 Approval of Directors’ fees amounting to S$172,000.00 

6 Re-appointment of Ernst & Young LLP as Auditors 

7 Authority to issue new shares 

8 Renewal of Share Purchase Mandate 

Dated this day of 2012 

Signature of Shareholder(s) 

or, Common Seal of Corporate Shareholder 

IMPORTANT: 

1. For investors who have used their CPF monies to buy Food 

Junction Holdings Limited’s shares, this Report is forwarded to 

them at the request of the CPF Approved Nominees and is sent 

solely FOR INFORMATION ONLY. 

2. This Proxy Form is not valid for use by CPF investors and shall 

be ineffective for all intents and purposes if used or purported to 

be used by them. 

3. CPF investors who wish to attend the Meeting as an observer 

must submit their requests through their CPF Approved 

Nominees within the time frame specified. If they also wish 

to vote, they must submit their voting instructions to the CPF 

Approved Nominees within the time frame specified to enable 

them to vote on their behalf. 

Total number of Shares in: No. of Shares 

(a) CDP Register 

(b) Register of Members

Notes: 

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the 

Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert 

that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert 

that number of Shares. If you have Shares entered against your name in the Depository Register and Shares 

registered in your name in the Register of Members, you should insert the aggregate number of Shares entered 

against your name in the Depository Register and registered in your name in the Register of Members. If no number 

is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. 

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two 

proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. 

3. Where a member appoints more than one proxy, the member shall specify the proportion of his shares to be 

represented by each such proxy, failing which the nomination shall be deemed to be alternativ. 

4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting 

at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the 

meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons 

appointed under the instrument of proxy to the Meeting. 

5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 50 

Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 not less than 48 hours before the time appointed for 

the Meeting. 

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly 

authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be 

executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument 

appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney 

or a duly certified copy thereof must be lodged with the instrument. 

7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as 

it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 

50 of Singapore. 

General: 

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly 

completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the 

appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the 

Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being 

the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the 

time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

Annual Report 2011 - Food Junction

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