AR2013

A
N E W
E R A
S U P E R G R O U P LT D A N N U A L R E P O R T 2 0 1 2
CONTENT S
CREATING A NEW LOOK
Brands Showcase 4 Products Showcase 6
ENTERING NEW HORIZONS

Global Presence 12 Group Structure 14
DISCOVERING NEW PERSPECTIVES

Chairmans Statement 18 Financial Highlights 20 Operations & Financial Review 24
SCALING NEW HEIGHTS

Board of Directors 30 Key Management 36 Corporate Information 38 Financial Contents 40 Corporate Governance 41 Financial Statements 51 Shareholders' Information 143 Notice of Annual General Meeting 145 Appendix I 150 Proxy Form
Smile! Its a brand new Super!
SUPER GROUP LTD Annual Report 2012
CREATING A NEW LOOK

Unveiling a better brand
Our pursuit of excellence has led us to reinvent and rethink the way we operate as we continue to keep up with changing times. To this end, we are delighted to embrace a new brand identity that reflects our culture of optimism. Despite a revamped look, one thing remains the same our unwavering commitment to create quality and innovative products that will delight customers from generation to generation
MORE THAN
WELL KNOWN BRANDS
10
BRANDS SHOWCASE
B eing in the business of
MAKING PEOPLE HAPPY, w e s t r i v e t o

bring smiles to many faces
with OUR
PRODUCTS.
W E B E L I E V E T H AT
G O O D
T H I N G S
do come in small sachets.
A NEW ERA
PRODUCTS SHOWCASE
SUPER COFFEE
Coee you look forward to everyday We believe that a good cup of coffee makes for a great day. Thats why we pour all our expertise into creating a great tasting cup of happiness for you. Our 3in1 Regular coffee makes use of the finest coffee beans, top grade creamer and sugar to concoct a perfect cup of coffee with an impressive and smooth delicate undertone to delight your taste buds.
An irresistible cup, our 3in1 Brown Sugar coffee is wonderfully fragrant cuppa right out of the pack. It has just the right touch of caramel from the brown sugar in this enticing blend. Looking for sheer indulgence? Our 3in1 Rich blend is an affordable daily luxury that is specially brewed to uplift and satisfy coffee lovers who prefer a distinct premium taste and robust aroma.
For the health conscious coffee addicts, our popular 3in1 Reduced Sugar coffee offers the same great taste with lower sugar content so that you still enjoy a great cup of smooth coffee! For the 2in1 coffee lovers, Super Coffee range also offers Kopi-O a strong brew of premium black coffee without creamer, and Coffee & Creamer a robust blend of coffee and creamer without additional sugar.
A NEW ERA
Everyone loves that time of the day when we simply sit back, be happy and savour lifes little joys. Thats why we put our best into each cup to bring a smile on your face. After all, we at Super believe that good things do come in small sachets.
CHARCOAL ROASTED WHITE COFFEE

Authentic taste for todays coffee lovers Charcoal Roasted White Coffee range is inspired by the traditional coffee shop culture in Ipoh, Malaysia in the 19th century. Supers roasting and blending techniques faithfully capture the aroma and butter y characteristics of this classic brew to give you a coffee experience that will remind you of what you love about life.Indulge in its smooth, creamy and
full flavored taste while relishing in the perfect harmony of premium Robusta and Arabica freeze-dried coffee, this nostalgic coffee flavor will bring coffee aficionados back to the good old days. Savour our 3in1 Classic White Coffee, charcoal roasted to perfection, boosting a robust strong-bodied taste with a stimulating aroma. The 3in1 Roasted Hazelnut White Coffee offers a rich and roasted hazelnut taste to the traditional favorite.
Our 3in1 Brown Sugar White Coffee offers a strong-bodied coffee that has been winning coffee lovers over with its complex layers filled with intense, rich and aromatic caramel flavours. Our 2in1 White Coffee and Creamer is a smooth blend with no added sugar, appealing to coffee lovers who prefer strong, intense roasted flavors with a hint of bitterness.
PRODUCTS SHOWCASE
OTHER PRODUCTS
To date, Super has more than 300 products in its portfolio spanning a wide spectrum of product categories from instant-coffeemix, cereal, soymilk, teamix, non dairy creamer and many others.
A NEW ERA
At OWL, we combine time-tested recipes with more than 50 years of experience in roasting and blending to ensure each cup you make has a consistent aroma, body and flavour. Based in Singapore, OWL preserves the distinctive taste of coffee and tea from the culturally rich Straits Asian region that weaves from Penang through the Straits of Malacca and down to Java. OWL is a leading Straits Asian coffee brand. We promise to bring consumers the distinctive taste and flavours of Southeast Asian inspired coffee. Our product range includes the finest blends of instant coffee as well as ground coffee. We have created 3 ranges of coffee products; namely, Owl Everyday Favourites, Kopitiam Roast and White Coffee Tarik. The OWL brand has become synonymous with dedication, passion and an appreciation of the Straits Asian food and beverage culture. These same values define OWLs very first caf in the F&B business. Since its soft launch, the Owl Caf has garnered rave reviews for its enticing menu and fabulous fare. OWLs fresh and contemporary brand persona is showcased in the cafs stylish interiors and unique presentation of its food and beverages. These elements are a testament to the OWLs brand evolution from traditional roots to embrace todays contemporary and modern times.
Continuing its effort in bringing you OWLs nest coffee craftsmanship that has served the nation since 1956, OWL presents to you its latest range of White Coffee Tarik Special Recipes which consists of ve unique avours that suits everyones taste buds.
ENTERING NEW HORIZONS

Extending our reach
We are honoured to be recognised as one of the Top 100 Singapore brands in 2012 and retain our leading position in market share for instant coffeemix within Southeast Asia. Moving forward, we will continue to further our product lines with innovative offerings that will not only enable us to reinforce our presence in familiar markets, but also introduce our brand to the rest of the world.
PRESENCE IN
COUNTRIES AROUND THE WORLD & COUNTING
52
GLOBAL PRESENCE
We are well-positioned to achieve greater growth and deliver greater value to our customers wherever they are.
52
WIDENING OUR REACH
12 A NEW ERA
COUNTRIES AROUND THE WORLD & COUNTING

We have been delighting taste buds around the world and will build upon our global presence as we move toward new horizons. Guided by an experienced management team and support of a strong distribution network, we are well-positioned to achieve greater growth and deliver greater value to our customers wherever they are. Supers consumer products & food ingredients products can be found in 52 countries.
SINGAPORE
TOP 100
BRANDS AWARD
2012
15
CHINA MYANMAR THAILAND MALAYSIA
STATE-OF-THE-ART MANUFACTURING FACILITIES
Changzhou Super Technology Development Co., Ltd Changzhou Super Food Co., Ltd Changzhou Super Chartered Food Co., Ltd Wuxi Super Food Technology Co., Ltd
Super Coffeemix Ltd
SCML (Thailand) Co., Ltd
Brand ranking improved tremendously from 74 in 2011 to 42 in 2012 Brand value nearly doubled from USD70m in 2011 to USD130m in 2012
Super Food Technology Sdn Bhd Super Coffeemix Marketing Sdn Bhd Super NHF Canning Sdn Bhd Super Food Specialists (M) Sdn Bhd Super Bio-Food Ingredients (M) Sdn Bhd
SINGAPORE
Super Continental Pte Ltd Owl International Pte Ltd Super Coffee Corporation Pte Ltd
VIETNAM
Super Coffemix Vietnam Ltd
13
GROUP STRUCTURE
(Formerly known as Super Coffeemix Manufacturing Ltd) (Singapore)
SUPER GROUP LTD
100% SUPER COFFEE CORPORATION PTE. lTD.

(Singapore)
Super Food Investment International Pte Ltd (Singapore)
100%
SCML Overseas Pte Ltd (Singapore)
100%
Super Vending Pte Ltd (Singapore)
100%
Super Continental Pte Ltd (Singapore)
100%
Changzhou Changzhou Super Food Super Co., Ltd Chartered (China) Food Co., Ltd (China)
100%
100%
Super Super Changzhou Coffeemix Coffeemix Super Ltd Vietnam Ltd Technology (Myanmar) (Vietnam) Development Co., Ltd (China)
60%
100%
100%
Super Foods Specialists Sdn Bhd (Malaysia)
100%
Wuxi Super Food Technology Co., Ltd (China)
90%
Super Bio-Food Ingredients (M) Sdn Bhd (Malaysia)
100%
Super Dairy Sdn Bhd (Malaysia)
100%
14
A NEW ERA
Super Investment Holdings Pte Ltd (Singapore)
100%
Haddington Enterprises Ltd (Hong Kong)
100%
Super Coffeemix (Russia) LLC (Russia)
100%
Super Monte Marketing Pte Ltd (Singapore)
100%
PT Super Aneka Foods & Beverages (Indonesia)
100%
Sun Beecomb Tianjin Super Lifestyle Resources Food Food Holdings Industries Development Pte Ltd Pte Ltd Co., Ltd (Singapore) (Singapore) (China)
58.7%
50%
35.3%
50%
JHS Holding Pte Ltd (Singapore)
Owl SCML San Miguel Ceres BS Global PT Super U&U Super Food International (Hong Kong) Technology (Thailand) Super Super LLC Dwisindo Pte Ltd Sdn Bhd Co., Ltd Coffeemix Pte Ltd (Mongolia) Mas Ltd (Singapore) (Hong Kong) (Malaysia) (Thailand) Co., Inc. (Singapore) (Indonesia) (Philippines)
100%
100%
100%
99.9%
30%
40%
30%
80%
Shantou SEZ Perfect Foods Industries Co., Ltd (China)
100%
Owl Food Manufacture (M) Sdn Bhd (Malaysia)
100%
Super Coffeemix Marketing Sdn Bhd (Malaysia)
90%
Super NHF Canning Sdn Bhd (Malaysia)
100%
Super Food Marketing Sdn Bhd (Malaysia)
96%
( )
Ningxia Yin Ou Super Lifestyle Food Co., Ltd (China)
50%
Changzhou Care Real Estate Development Co., Ltd

( )
94%
( )
Changzhou Care Real Estate Co., Ltd (China)
92.5%
Sun Development Pte. Ltd ( ) (Singapore)
100%
(China)
( ) (China)
Jiangsu Care Real Estate Co., Ltd
70%
( ) (China)
Changzhou Care (QSY) Estate Co. Ltd
100%
15
DISCOVERING NEW PERSPECTIVES

Seizing greater opportunities
We believe in improving ourselves and investing in our future. Apart from refreshing our brand, we also sought to strengthen our manufacturing capabilities and expand our product offerings. To this end, our investment in freeze-dried coffee and botanical herbal extract facilities have allowed us to enhance our product portfolio and create greater value for our customers.
15
STATE-OF-THE-ART MANUFACTURING FACILITIES
DEAR SHAREHOLDERS,
It had been another excellent year for Super. In FY2012, we achieved record revenue of S$519.3 million and net profit of S$82.6 million. For our shareholders, Super continued to deliver a strong return on equity of 21%. We were able to deliver record revenue amidst a challenging business climate due to the strength and experience of our management team and our business strategy. Throughout the year, the Group maintained vigilance and took appropriate measures to improve operational efficiencies and contain costs across our operations while focusing on executing our growth strategies well. This is evident in the improvement of our gross profit margin which grew to 35% in FY2012, up from 32% in FY2011, despite a higher proportion of Food Ingredients sales which carry a lower gross profit margin.
CHAIRMANS STATEMENT
Achieving growth based on an integrated business model
The sterling result is a testament to our resilient business structure based on a robust integrated business model with two complementary businesses: Branded Consumer and Food Ingredients. Our Branded Consumer business is centred on customers daily consumption of our high-quality instant beverages and convenient food products. We continued to innovate and stay close to our customers, as well as driving branding initiatives to strengthen our brand presence and deepen brand loyalty amongst the consumers. Our Food Ingredients business is based on providing high-quality food ingredients to F & B manufacturers worldwide. We are an ingredients application specialist who works closely with our major customers to develop customised food ingredients solution and explore new applications for the food ingredients we supply. In the last 25 years, Super has grown from strength to strength by staying focused on our core business which are instant beverages and convenient food products. Our journey began with our 3in1 coffee for consumers who wanted great tasting coffee quickly and conveniently. Today, Super offers a wide range of products including instant coffeemix, instant teamix, instant cereal, instant organic soymilk, cup noodles, non-dairy creamer and soluble coffee powder. To further enhance our product offerings, we had constructed a freeze-dried coffee production line. We are also on track with the construction of our botanical herbal extract plant. These investments will not only strengthen our position as a food ingredients application specialist but will also drive product innovation for our Branded Consumer business as the new food ingredients can be used to produce new and exciting instant beverages and convenient food products for our consumers. Moving into 2013, we unveiled the new logo and identity for our flagship brand SUPER at a private event organised for our business partners on 10 January 2013 This is part of the Groups global rebranding initiative designed to align SUPERs brand identity across product and geographical lines, creating a consistent brand personality that resonates well with our loyal consumer base. Through this global branding initiative, the SUPER brand will be elevated as the leading brand in Southeast Asia. The rejuvenated SUPER brand symbolises enthusiasm and optimism. Through these qualities, we will build a shared culture of optimism and confidence with our stakeholders including employees, customers and partners. We have carefully calibrated this revitalised SUPER brand to help the Group improve its product portfolio management while enhancing its global brand presence and recognition. To promote the new identity, the Group will be rolling out campaigns in phases beginning with Singapore, Malaysia and China in 2013, starting with a campaign to introduce the new logo and packaging. Together with the refreshed look, the Group will consolidate its product lines and add new product variants that will better meet the changing tastes of our customers.
Our dividend policy

Super is committed to the dividend policy of distributing at least 50% of the Groups annual net profit as dividends to shareholders. In this regard, the Board of Directors has proposed a 2nd and final dividend of 5.1 cent per share, payable on 28 May 2013. Including the interim dividend of 2.0 cent per share, total dividend amounted to 7.1 cent per share, a 22% increase from the previous year.
Thank you and looking ahead

Market conditions are expected to remain competitive into FY2013. Our experienced and prudent management team will continue to be vigilant while focusing on executing our growth strategies. At this point, I want to take this opportunity to thank my fellow directors for their valuable contributions and guidance. I also want to thank our customers, business partners, employees and shareholders. We could not have delivered the good results without your support. I hope you will continue to support Super for many more years ahead. Yours sincerely,
Branding, the next big drive

Our brands are one of our most valuable assets. In FY2011, we successfully gave one of our coffee brands OWL a fresh new look with new packaging along with the introduction of new flavours. We followed up on that success by opening the first OWL Caf at The Star Vista, a new lifestyle complex offering dining, entertainment, retail and services. This caf puts the OWL brand in a lifestyle hub where the young and trendy professionals can gather to enjoy Singapores favourite brand of Straits Asian coffee amidst a great dining experience. In FY2012, we drove another successful branding campaign in Malaysia to introduce our new and contemporary packaging for our popular Super Charcoal Roasted White Coffee. By rejuvenating the product brand and packaging, we were able to capture a segment of the consumers with a preference for premium instant white coffee.
David Teo Kee Bock Chairman and Managing Director

SUPER GROUP LTD Annual Report 2012 19
FINANCIAL HIGHLIGHTS
2012 Profit and Loss Account (S$000) Revenue Gross profit Net profit Profit attributable to shareholders 519,268 181,426 82,564 79,044
2011 440,972 142,076 63,871 61,898
2010 351,832 131,402 59,335 58,355
2009 296,262 103,407 40,448 40,242
2008 300,195 99,770 26,084 25,143
Balance Sheet (S$'000) Total assets Total liabilities Total equity Shareholders' equity 542,863 126,196 416,667 398,917 502,446 120,268 382,178 366,907 447,097 105,514 341,583 329,750 364,778 77,109 287,669 277,231 344,295 84,021 260,274 249,812
Per Share Data (cents) Basic earnings per share Net asset value per share (note 1) Interim dividends per share Final dividends per share 14.18 71.55 2.00 5.10 11.10 65.82 2.00 3.80 10.66 59.16 1.80 3.60 7.48 51.55 0.60 2.00 4.64 46.12 0.60 2.00
Other Financial Ratios Return on shareholders' equity (%) Return on assets (%) Dividend payout (%)(note 2) Current ratio (no. of times) Debt-to-equity ratio (note 3) (no. of times) 20.64 15.12 50.08 2.50 0.30 17.77 13.04 52.24 2.74 0.31 19.23 14.38 50.97 3.12 0.31 15.27 11.35 34.74 3.14 0.27 10.53 7.61 34.41 2.63 0.32
Notes: 1. Net asset value per share is computed based on total assets less total liabilities and minority interests. 2. Dividend payout is calculated by dividing total dividends against profit attributable to shareholders. 3. Debt-to-equity ratio is calculated by dividing total liabilities against total equity.
20
A NEW ERA
519,268
440,972
82,564 351,832 63,871 296,262 300,195
59,335 40,448
SUPER aChiEVES RECORD REVEnUE Of
S$519.3
milliOn
2011 2010 2011 2010 2009 2012 2008
2009 34.74 2009
AND RECORD NET PROFIT OF
S$82.6
milliOn
Shareholders equity grew from S$249.8m in FY2008 to S$398.9m in FY2012. Dividend payout increased from 34.41% in FY2008 to 50.1% in FY2012.
Revenue (S$000)
Net Profit (S$000)
398,917
2012
52.24
366,907
329,750
277,231
249,812
50.08
50.97
2011
2010
2009
2012
2008
2012
2011
2010
Shareholders Equity (S$000)
Dividend Payout (%)
2008 21
34.41
2008
26,084
FINANCIAL HIGHLIGHTS
GROUP SALES
by Geographical Destination (S$000)
320,916 281,045 220,805
205,671
201,777
133,412 93,510
69,681
38,600
35,298
38,515
36,959
34,515
34,008
29,642
27,817
23,916
22,831
2011
2010
2009
2008
2012
2011
2010
2009
2008
2012
2011
2010
2009
2008
2012
2011
2010
2009 63%
19,624
Southeast Asia
(excluding Singapore)
2012
Singapore
East Asia
Others
IN PERCENTAGE
5% 26% 21% 6% 20%
6%
2012
7%
62%
2011
9%
64%
11%
2010
7% 12% 12% 8%
13%
2009
69%
12%
2008
67%
Southeast Asia (excluding Singapore)
Singapore
East Asia
Others
22
A NEW ERA
2008
39,987
GROUP SALES
by Product Category (S$000)
Branded Consumer Sales
Food Ingredients Sales
281,019 240,472
218,328
199,229
193,475
121,002 49,378 47,840 87,817 44,743 44,781 45,434
29,359
38,652
42,888
28,767
27,433
27,207
27,045
21,822
25,936
30,771
9,352
7,625
8,958
2012
257
2011
3,767
2010
5,172 2009
2012
2011
2010
2009
2012
2011
2010
2009
2008
2008
2012
2011
2010
2009
2012
2011
2010
2009
2012
2011
2010
2009
Coee Products
2008
Cereal Products
2008
Others
(Branded Consumer Sales)
Non-Dairy Creamer
Soluble Coee Powder
2008
Others
(Food Ingredients Sales)
IN PERCENTAGE
7% 1% 20% 1% 2%
9% 23%
13% 14% 55% 8%
2012
8% 6%
54%
2011
10% 7%
2010
62%
8% 13% 9%
3% 15%
9%
3%
2009
67%
2008
9%
64%
Coffee Products
Cereal Products
Others (Branded Consumer Sales)
Non-Dairy Creamer
Soluble Coffee Powder
Others ( Food Ingredients Sales)
2008 23
OPERATIONS & FINANCIAL REVIEW

Another Record Year; An Excellent Performance with Healthy Balance Sheet
Following FY2011s strong performance, Super Group Ltd, (Super or the Group) delivered yet another record year with excellent results. The Group achieved total revenue of S$519.3 million, up 18% from a year ago. Gross profit grew to S$181.4 million, up 28% from a year ago. Net profit also grew to S$82.6 million, up 29% from the record S$63.9 million in FY2011. The Group expanded production facilities and, alongside that, increased headcount in FY2012. As such, general and administrative expenses increased to S$42.3 million, up from S$38.2 million in FY2011. However, the Group took measures that drove effective cost management and operational efficiency, as evident in the improvements in gross profit margin (FY12: 35%, FY11: 32%), trade receivables and inventory turnover. The Group was able to continue to embark on strong advertising and promotion initiatives while maintaining selling and distribution expenses stable at approximately 10% of sales revenue. For FY2012, the Group generated substantial cash and bank balances of S$112.2 million and a low debt-to-equity ratio of 0.30 times. Accounts receivable turnover improved to 2.05 months from 2.08 months in the preceding year. Inventory turnover stood at 3.25 months in FY2012 against 3.42 months in FY2011. Overall, the Group continued to retain the top 5 positions in terms of market share for instant coffeemix in key markets within Southeast Asia, namely Singapore, Malaysia, Thailand and Myanmar. The excellent market positions were largely due to strong brand loyalty driven by the Groups branding initiatives across key markets, and the introduction of product variants for the discerning audiences in all markets. In FY2012, the Group launched brand new packaging for its white coffee range of products, Super Charcoal Roasted White Coffee. This revival of the premium instant charcoal roasted white coffee is targeted at sophisticated coffee drinkers who prefer to consume traditional coffee flavours. The brandbuilding programme includes a series of advertising and demand-generation campaigns featuring the new packaging to consumers. By strengthening brand loyalty, the Group continued to benefit from sustainable and growing sales revenue, as well as improvements in profitability. The Group also opened its first OWL Caf in the Star Vista, an upscale complex, to take advantage of Singapores growing coffee culture. The OWL Caf serves the signature Straits Asian charcoal-roasted coffee blends to young professionals and families who frequent this upscale lifestyle complex. The Group continues to carry a portfolio of brands targeted at different segments of the population. For instance, the SUPER product brand offers high-quality premium range for the affluent and discerning coffee drinkers, the CAF NOVA brand offers a range of innovative and quality products for the young professionals or Generation Y drinkers while the OWL brand offers robust and traditional coffee flavours for the mature generation of drinkers. Other brands under the Group include YE YE, COFFEE KING, SUPER Power, etc. The Branded Consumer segment offers high-quality food and beverage products such as instant teamix, instant cereal, instant organic soymilk as well as instant noodles in a variety of brands that suit different demographics. These brands of food and beverage items are sold through the Groups distribution network throughout Southeast Asia (including Singapore, Malaysia, Indonesia, Thailand, Myanmar, the Philippines and Vietnam), East Asia, Oceania, the Middle East, Europe, Africa and the Americas.
Branded Consumer Segment Returns on Brand Awareness

With the Groups sustained investment in brand-building for the Branded Consumer segment, revenue grew to S$355.1 million, up 11% from a year ago. Coffee products continued to be the best-selling products, accounting for 79% of total Branded Consumer segment sales. Super delivered on customer expectations with new product variants and continued to revive interest in existing product brands such as OWL and SUPER with strong brand-building activities in key markets, and a wider sales network throughout the markets. Sales revenue in all geographies increased in FY2012. In Southeast Asia (including Singapore), East Asia and rest of the world, Branded Consumer sales grew 11%, 21% and 6% respectively.
24
A NEW ERA
Food Ingredients Segment Growing With New Customers

Supers Food Ingredients segment continued to grow from strength to strength in FY2012 with revenue of S$164.1 million, up from S$122.4 million a year ago. This business segment now accounted for 32% of the Groups total sales revenue, up from 28% in the preceding year. The top-selling food ingredient is non-dairy creamer, which contributed 74% of the total Food Ingredients sales followed by soluble coffee powder with a 26% contribution. This business segment grew strongly in FY2012 with higher sales from East Asia, particularly in China, as well as new customers from Southeast Asia. Sales revenue for Food Ingredients in East Asia grew a tremendous 48% while sales revenue in Southeast Asia grew 12% from a year ago. The excellent growth in East Asia is attributed to the high demand by F&B manufacturers as well as orders from new customers secured during the year. The demands for food ingredients used by other F&B manufacturers in ready-to-drink segments and even F&B providers such as bubble tea franchises continued to grow based on the Groups sterling reputation for food quality and safety. Products in Food Ingredients segment include non-diary creamer, soluble coffee powder, fat-filled milk and others. Prior to FY2012, the Group had been constrained by production capacity, but had since addressed that issue when production facilities were added in the year under review. By end of FY2012, the Group was able to produce 15,000 metric tonnes of spraydried soluble coffee powder, 4,000 metric tonnes of cereal flakes, and 125,000 metric tonnes of non-dairy creamer. These helped the Group to meet demands for its Food Ingredient products. In East Asia, the largest opportunity lies in China. The Group delivers products that are closely aligned to the needs of its customers in F&B manufacturing, and is growing its network of partners and support team. Products for East Asia are manufactured under the most stringent safety standards in the Groups manufacturing facilities located in Malaysia and China. On track to completion is the Groups new botanical herbal extract production line at its Malaysia plant, with an annual production capacity of 3,000 metric tonnes. With this facility, the Group will be able to add new products such as tea, chicory, ginger and chrysanthemum to its current list of food ingredients. In either liquid or powder forms, these botanical ingredients have a niche and loyal following in Asia. By leveraging the trend towards healthy F&B products, the Group will be able to offer a wide and complementary portfolio of high-quality, premium products. This investment is in line with the Groups strategy of becoming a premier ingredient specialist. Additionally, the Groups production facility for high-quality freeze-dried soluble coffee powder is scheduled for commencement in the first quarter of 2013. This will add 1,500 metric tonnes of freezedried coffee to the Groups overall production capacity. This
25
OPERATIONS & FINANCIAL REVIEW

food ingredient is accepted in the F&B industry as a superior product over spray-dried coffee for its robust flavour and aroma. The Groups investment in this production line will enable it to offer premium coffee products for both its Food Ingredients and Branded Consumer business segments. Overall, the Group has gained a strong reputation in the competitive F&B industry for the quality of its products, ability to innovate and deliver on new applications for mass consumption, as well as its solid reputation for food safety and authenticity. The Group continues to have ingredient specialists working closely with its in-house Research and Development unit. The specialists advise and collaborate with customers on how to apply the Groups food ingredients extracted under highly controlled environments aimed at retaining their potency and flavours - to their existing or new food and beverage products. In doing so, F&B manufacturers who are customers of Super gain knowledge and the ability to create and deliver a wider and stronger portfolio of quality products for their own customers. With the increased confidence amongst the customers for Supers Food Ingredient products, growth for this business segment is strong.
Integrated Business Model; Sustainable Growth

The integrated business model is reaping benefits for the Groups plan to build and maintain a sustainable business built on growth. Both business segments, Branded Consumer and Food Ingredients, have synergies which the Group is continually leveraging. This is evident, for instance, in the recently completed freeze-dried coffee production line and the upcoming botanical herbal extract production facility whose products can be used by both Food Ingredients and Branded Consumer business segments. For the Branded Consumer business segment, these new food ingredients can be used to deliver new product variants targeted at affluent consumers. The Group is also on track to complete the construction of its factory extension at the existing Tuas plant, which will house all of the Groups business and production operations in Singapore. By having all operations at a single site, the Group aims to drive cost and operational efficiencies. The expanded Tuas plant will also serve as the Groups Headquarters and Research & Development Centre, it is expected to be ready by early 2014. Going ahead, the Group will drive business growth and developments with very strong branding at both product and corporate levels as part of its long-term goal of building brand-loyal customers. The Group will also maintain its focus on driving cost efficiencies through higher productivity, and be fast on the market with product innovations and grow its product portfolio.
The new rebranding initiative is designed to ensure alignment of the Groups brand identity across all product lines and across all geographies.
Outlook Grow With Strong Brand

Moving into FY2013, Super has laid the foundation for a sustainable future with its expanded production capabilities and solid distribution network. To continue to leverage on the strength of its 25-year-old brand, Super will undertake a global rebranding programme with a new and revitalised corporate logo and brand identity. This new global rebranding programme will be undertaken in phases to minimise any potential concerns by the local consumers and partners, as well as to maximise returns on the branding initiatives.
26
A NEW ERA
The new rebranding initiative is designed to ensure alignment of the Groups brand identity across all product lines and across all geographies. This will create a consistent brand personality for Super around the world, making it synonymous with positive qualities of hope, optimism and happiness, underlined by the strengths of the Groups ability to deliver on product innovation, safety and quality. The Group will commence branding campaigns in Singapore and Malaysia in 2013 to introduce the new Super logo and product packaging. Along with the revitalised brand, the Group will consolidate its product lines and add new and premium product variants that will meet the changing tastes of its consumers in these markets. This new rebranding initiative is not only targeted at customers of the Groups Branded Consumer business segment but also at the Food Ingredients business segment. F&B manufacturers and providers will see the new Super logo on all the packages of food ingredients. This marks the first time that Super has taken steps to stamp its signature of brand quality on all the food ingredients supplied. Customers are assured of the high standards of product quality and safety in Supers food ingredients. In addition to the rebranding initiative, the Group will continue to be prudent and watchful. Asia is expected to drive sales for the Group, although there are expected challenges in areas such as prices of raw materials and currency fluctuations. With the experienced management team in place, the Group will be able to manage these challenges and undertake appropriate actions to mitigate the impact of these factors on the Groups business. The Group will continue to execute its strategy of focusing on its core strengths and businesses of Branded Consumer and Food Ingredients, while disposing of non-core businesses, as was done with the canned drinks production facility and the vending sales business during 2012. Overall, the Group expects to continue its growth momentum, barring any unforeseen circumstances.
27
SCALING NEW HEIGHTS

Delivering higher returns
Guided by a clear vision and commitment to uphold our mission, we will strive for greater performances to come. Building on the cohesive network forged between our staff, customers, business partners and shareholders, we are confident to deliver upon our brand promise.
SUPER ACHIEVES RECORD REVENUE OF
S$519.3
MILLION
AND RECORD NET PROFIT OF
S$82.6 MILLION
BOARD OF DIRECTORS
MR TEO KEE BOCk

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

Others
NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: PSC Corporation Ltd (now known as Hanwell Holdings Limited)
30
A NEW ERA
MS TE LAY GUAt
Executive Director Ms Te holds the office of Executive Director and is also a founding member of Super. She is responsible for general administration functions in the Company. Ms Te has resigned as a Director of the Company with effect from 19 March 2013. Present Directorships:
Listed
MR LI KANg @ CHARlES K Li
Executive Director Mr Li joined the Company in 1996 as a Project Manager and was appointed as an Executive Director of the Companys subsidiary, Super Continental Pte Ltd, in 2002. In August 2004, Mr Li was appointed as an Executive Director of the Company and is responsible for food ingredient manufacturing, R&D, project development and technical management. Mr Li is responsible for the overall strategic development of Supers Food Ingredients business segment. Present Directorships:
Listed
MR WONg FOOk SUNg

Executive Director Mr Wong joined the Company in 1997 as General Manager for Group Corporate Affairs and was appointed as an Executive Director in 1999. He assists the Chairman in the Groups business development, accounts, finance and corporate matters. He was the Group Financial Controller of Bonvest Holdings from 1982 to 1989, General Manager of Coop International from 1990 to 1992 and subsequently ventured into his own business. Prior to joining Super in 1997, he was the Financial Controller of Sinochem Asia Holding Co. Ltd. Present Directorships:
Listed
NIL
Others
NIL
Others
NIL
Others
31
BOARD OF DIRECTORS
MR TAN TIAN OON

Executive Director Mr Tan joined the Company in June 1998 as International Sales Manager. He was promoted to General Manager (International Sales) in January 2001, and appointed as an Executive Director in June 2003. He oversees sales and marketing planning and execution for various key subsidiaries and distributors in Asia. Prior to joining the Company, Mr Tan held sales and marketing positions in various food and beverage companies. Present Directorships:
Listed
MR LEE CHEE TAk

Executive Director Mr Lee joined the Company in 1992 as an accountant and was appointed as an Executive Director in 1994. He is responsible for the development of overseas markets and worldwide trademark matters of the Group. He is also the management representative of the Companys ISO Committee. Present Directorships:
Listed
MR GOI SENg HUI

Vice Chairman & Non-Executive Director Mr Goi joined the Board as Vice-Chairman and Non-Executive Director on 28 February 2006. He is the Executive Chairman of Tee Yih Jia Group (a global food and beverage group with operations in Singapore, Malaysia, USA, Europe and China); and Yangzhou Junhe Real Estate Group (a growing property development company in China). Apart from these core businesses, Mr Goi has investments across a range of listed and private entities in numerous industries, such as food and beverage, consumer essentials, recycling, distribution and logistics. Mr Goi also serves as on the board of four other Mainboard-listed companies as Chairman of GSH Corporation Limited, Vice-Chairman of Etika International Hldgs Ltd, Vice-Chairman of JB Foods Limited, and Director of Tung Lok Restaurants (2000) Ltd. He is also Enterprise 50 Clubs Honorary Past President and Vice Chairman of IE Singapores Network China Steering Committee, Regional Representative for Fuzhou City and Fujian Province, council member of the Singapore-Zhejiang Economic & Trade Council, as well as Senior Consultant to Su-Tong Science & Technology Park. He is currently the Honorary Chairman for the International
NIL
Others
NIL
Others
32
A NEW ERA
Federation of Fuqing Association, and a member of the Singapore University of Technology and Design (SUTD) Board of Trustee, and Chairman of Dunman High School Advisory Committee and Ulu Pandan Citizens Consultative Committee. Present Directorships:
Listed
M R C H A N D R A D A S S/ O RAJAgOPAl SItARAm
Non-Executive Director Mr Das joined the board as Non-Executive Director in 2011. He is currently the Managing Director of NUR Investment & Trading Pte Ltd. He also sits on the Boards of Yeo Hiap Seng Limited and Ascott Residence Trust Management Limited. Currently, he is Singapores non-resident Ambassador to Turkey. Mr Das was the Chairman of the Trade Development Board from 1983 to 1986. He served as a Member of Parliament from 1980 to 1996. Mr Das graduated from the University of Singapore with a Bachelor of Arts in Economics (Honours). He also holds a Certificate in Education from the former Singapore Teachers Training College. Present Directorships:
Listed
MR GOH BOON KOk

Independent Director Mr Goh joined the Board as an Independent Director in 1994. He is a Certified Public Accountant who runs his own practice, Goh Boon Kok & Co. He has more than 30 years of experience in both auditing and accounting through holding various positions with companies and government agencies. He served as the Regional Financial Controller at Richardson-Merrell Pte Ltd and the Chief Accountant at Far East Levingston Shipyard Ltd. Prior to that, he was a Cost and Finance Analyst at the Economic Development Board and the Assistant Examiner at the Inland Revenue Department of Singapore. Present Directorships:
Listed
Tung Lok Restaurants (2000) Ltd GSH Corporation Limited Etika International Holdings Ltd
Others
Tee Yih Jia Food Manufacturing Sdn Bhd Principal Commitments: Singapore University of Technology and Design (Director, Member, Board of Trustees) Duman High School Advisory Committee (Chairman) Enterprise 50 Club (Honorary Past President) Network China, Fuzhou / Fujian (Regional Representative) Network China, International Enterprise Singapore (Vice Chairman) Singapore-Zhejiang Economic & Trade Council (SZETC) (Council Member) Singapore-Jiangsu Cooperation Council (Council Member) Su-Tong Science & Technology Park (Senior Consultant) Ulu Panda Consultative Committee (Chairman) Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL
Yeo Hiap Seng Limited (Also Deputy Chairman) Ascott Residence Trust Management Limited, the Manager of Ascott Residence Trust
Others
Blumont Group Ltd. (Independent Director) Magnus Energy Group Ltd. (Independent Director) Pan Asian Water Solutions Limited (Independent Director)
Others
Yin Associates Private Limited Principal Commitments: Goh Boon Kok & Co (Sole-Proprietorship / Partner) Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL
NUR Investment & Trading Pte Ltd (Managing Director) Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: Si2i Ltd (Formerly known as Spice i2i Limited) Sincere Watch Limited CapitaMall Trust Management Ltd, the Manager of CapitaMall Trust Nera Telecommunications Ltd
33
BOARD OF DIRECTORS
MR KUIk SEE JUAN

Independent Director Mr Kuik joined the Board as an Executive Director in 1994, relinquished the position at the end of 2000 and has since been an Independent Director. He also serves as Independent Director on the Board of three other public companies listed on SGX. Mr Kuik started his corporate banking career with Bank of America in Singapore in 1972 and left the banking service industry in 1981. Since then and for the next 20 years, he held Executive Director positions with several public companies (including Super) listed on SGX at various periods up to end of the 2000. Mr Kuik is an Associate member of the Chartered Institute of Bankers, United Kingdom. Present Directorships:
Listed
MR LAI MUN ONN

Independent Director Mr Lai joined the Board as an Independent Director in June 2003. He graduated from the University of London with a Bachelor of Law degree with Honours and obtained his Barrister-at-Law from Lincolns Inn. In 1982, he was admitted as an Advocate and Solicitor of the Supreme Court of Singapore. He is presently a Notary Public and Commissioner for Oaths, and a member of the Singapore Institute of Arbitrators. He is the First Vice President of the Singapore Tennis Association, the Honorary Legal Advisor to the Basketball Association of Singapore and the President of the Keppel Club. He is also a Non-Executive and Independent Director of Koh Brothers Group Limited. Mr Lai is also the Managing Partner of Lai Mun Onn & Co, a law firm in Singapore. Present Directorships:
Listed
MR LIm KANg SAN

Independent Director Mr Lim joined the Board as an Independent Director in August 2004. He graduated from Monash University, Australia with a Bachelors Degree majoring in Accounting and a Bachelors Degree in Law in 1985 and 1986, respectively. Mr Lim runs his own business in Malaysia. Present Directorships:
Listed
Fuji Offset Plates Manufacturing Ltd (Independent Director)

Others
China Farm Equipment Limited (Independent Director) China Yuanbang Property Holdings Limited (Independent Director) Tat Seng Packaging Group Ltd (Independent Director)
Others
Koh Brothers Group Limited (Independent Director)

Others
NIL Principal Commitments: Lai Mun Onn & Co (Manager / Owner) Singapore Tennis Association (First Vice President) Keppel Club (President) Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: NIL
NIL Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: China Kangda Food Company Limited
34
A NEW ERA
MR KO CHUAN AUN
Independent Director Mr Ko joined the Board as an Independent Director in November 2006. He is currently the Chief Executive Officer and Executive Director of Scorpio East Holdings Ltd. Prior to this, he was the Chairman of Athena Corporation Pte Ltd. Mr Ko also holds chairmanship and directorships at various companies. He also serves as Independent Director on the Board of two other public companies public company listed on SGX Koon Holdings Limited and San Teh Ltd. Present Directorships:
Listed
M S J UlI E tt E L EE H WEE KHOON

Alternate Director to Goi Seng Hui Ms Lee was appointed as an Alternate Director to Mr Goi Seng Hui in February 2007. Ms Lee is an Executive Director of Tee Yih Jia Group, a position she has held since 1992. She also serves on the board of GSH Corporation Limited. She holds a Masters in Business Administration BA (Strategic Management) from Maastricht School of Management. Present Directorships:
Listed
Koon Holdings Limited (Independent Director) San Teh Ltd (Independent Director) Scorpio East Holdings Ltd. (Executive Director / CEO)
Others
GSH Corporation Limited (Non-Executive and Non-Independent Director)

Others
Athena Corporation pte. Ltd. HSK Resources Pte. Ltd. Star Route Pte. Ltd. Principal Commitments: Fushun Foreign Trade & Economic Cooperation Bureau (Investment Advisor) Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: Brothers (Holdings) Limited
Junhe Investment Pte Ltd Super Elite Holdings Pte Ltd Tee Yih Jia Food Manufacturing Pte Ltd Yangzhou Junhe Property Development Co., Ltd Junhe Real Estate (Jiangsu) Co., Ltd Principal Commitments: NIL Past Directorships in Other Listed Companies Held Over the Preceding 3 Years: Tung Lok Restaurants (2000) Ltd
35
KEY MANAGEMENT
MS ElAINE TEO SZE HWEE General Manager Ms Teo joined the Company in 1999 and is responsible for the branding, marketing and product development of the Group. Elaines extensive experience in these fields has given her an edge to heighten the Groups market expansion in the region. She is also responsible for business development in Singapore and Malaysia. She is spearheading the branding initiatives of the Company. MR DARREN TEO JUNXIANg Corporate Strategy & Business Development Manager Mr Teo joined the Company in 2007 and was promoted to Corporate Strategy Manager in 2011. He assists the key management in the Companys corporate strategy and business development for the Groups key markets. His key role involves planning and executing the Companys business strategies. As overseas expansion is key to Super Groups growth strategies, he is responsible for managing overseas markets like Myanmar and China. He is also involved in investor relations for the Company. MR KOH CHUN YUAN Chief Financial Controller Mr Koh joined the Company in 2004. He is responsible for the Groups financial and accounting function which includes auditing, taxation and banking matters. Mr Koh is also involved in the Companys compliance with the Company Act and SGX listing requirements as well as the corporate affairs for the Group.
MR StEVEN LIm KIm HUAt General Manager Super Food Marketing Sdn Bhd, a subsidiary company Mr Lim is the General Manager of Super Food Marketing Sdn Bhd. He oversees the distribution of the Groups products in Malaysia. Mr Lim has been with the Group since 1999; prior to which he was the marketing manager of a leading food manufacturer in Malaysia. Mr Lim has more than 20 years of experience in sales and marketing. MR RICHARD LIm CHEE KEONg Chief Executive Officer Super Food Technology Sdn Bhd, a subsidiary company Mr Lim is the Chief Executive Officer of Super Food Technology Sdn Bhd and its subsidiary companies in Malaysia. He is responsible for financial and accounting matters as well as corporate affairs of the SFT group of companies. Mr Lim also oversees the operations of the Groups instant noodles and potato chips manufacturing facilities. He joined the Group in 1997 during the initial construction of the manufacturing facilities at Plentong, Johor Bahru. MR LIm LEE SENg General Manager Super Coffeemix Ltd (Myanmar), a subsidiary company Mr Lim joined the Company in 1995. He is the General Manager of Super Coffeemix Ltd (Myanmar). Mr Lim takes charge of the operations, financial and accounting matters of the Groups packaging plant in Myanmar. He is also involved in business development for the Myanmar market.
36
A NEW ERA
MR JAmES YEO PECk HONg General Manager, Asia Pacific Mr Yeo joined the Company in 1998. He is responsible for export sales to the Asia Pacific region. Mr Yeo undertakes sales and marketing planning and execution for the markets under his purview. He is also the General Director of Super Coffeemix Vietnam Ltd, a subsidiary company. Mr Yeo takes charge of business development for the Groups investment in Vietnam. MR WANg WEN JIA General Manager, Research & Development Mr Wang worked in the Companys Research & Development Department from 1994 to 2000, and rejoined the Company in January 2010 as Group R&D Assistant General Manager in charge of research & development and quality assurance matters for the Group. Prior to the latter appointment, he was with Fraser & Neave as its Technical Development Manager in charge of research and development for diary and non-carbonated soft drinks. MR JAICHNDRA RAO General Manager, Europe/Middle East/Africa Mr Rao joined the Company in 1996 from Nestle India Ltd where he spent 12 years holding various roles in sales, marketing and business development in different regions of the country. Mr Rao is responsible for export sales to the Europe/Middle East/Africa region. Mr Rao undertakes sales and marketing planning and execution for the markets under his purview. He is also responsible for exploring various markets in South Asia.
MR DENNIS LIm General Manager, Singapore Sales A veteran in the Fast-Moving-Consumer-Goods (FMCG) industry, Mr Lim joined the Company in 2000. He leads the local sales team, and undertakes sales and marketing execution for the markets under his purview. Mr Lim is fully responsible for the day-to-day running of the sales department and also oversees the sales of the Groups Owl brand coffee. MR VIJAYANDRAN JOSEPH General Manager Super Continental Pte Ltd, a subsidiary company Mr Joseph joined the Company in 1995, and assumed the post of General Manager of Super Continental Pte Ltd from 2001 to 2009. He rejoined the Group in 2011 after a career move to Australia. Mr Joseph is involved in the supply chain, business development and raw materials procurement of the Groups ingredient business segment.
37
CORPORaTE infORmaTiOn
BOARD OF DIRECTORS
EXECUTIVE Teo Kee Bock (Chairman & Managing Director) Te Kok Chiew Te Lay Hoon Te Lay Guat (Resigned with effect from 19 March 2013) Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li NON-EXECUTIVE Goi Seng Hui (Vice-chairman) Chandra Das S/O Rajagopal Sitaram Juliette Lee Hwee Khoon (Alternate Director To Goi Seng Hui) INDEPENDENT Goh Boon Kok (Lead Independent Director) Kuik See Juan Lai Mun Onn Lim Kang San Ko Chuan Aun
SPECIAL COMMITTEE
Teo Kee Bock (Chairman) Wong Fook Sung Tan Tian Oon Goh Boon Kok
COMPANY SECRETARY
Tan Cher Liang
REGISTERED OFFICE
2 Senoko South Road Super Industrial Building Singapore 758096 Tel : (65) 6753 3088 Fax : (65) 6753 7833 Website : www.supergroupltd.com
SHARE REGISTRAR
Boardroom Corporate & Advisory Services Pte Ltd 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623 Tel : (65) 6536 5355 Fax : (65) 6536 1360
AUDIT COMMITTEE
Goh Boon Kok (Chairman) Kuik See Juan Lai Mun Onn Ko Chuan Aun
AUDITORS
Ernst & Young LLP One Raffles Quay North Tower, Level 18 Singapore 048583 Nelson Chen Wee Teck (Audit Partner) (Appointed in 2011)
NOMINATING COMMITTEE
Lim Kan San (Chairman) Teo Kee Bock Wong Fook Sung Goh Boon Kok Lai Mun Onn Kuik See Juan
SOLICITOR
RHTLaw Taylor Wessing LLP
REMUNERATION COMMITTEE
Lai Mun Onn (Chairman) Teo Kee Bock Te Kok Chiew Goh Boon Kok Kuik See Juan Lim Kang San
38
A NEW ERA
CORPORaTE GOVERnanCE
WHAt A SmIlE tAStES lIkE
fINANCIAl CONtENt S
Corporate Governance 41 Directors Report 51 Statement by Directors 57 Independent Auditors Report 58 Consolidated Income Statement 60 Consolidated Statement of Comprehensive Income 61 Balance Sheets 62 Statements of Changes in Equity 64 Consolidated Statement of Cash Flow 68 Notes to the Financial Statements 70
40
A NEW ERA
CORPORATE GOVERNANcE
The Board of Directors (or the Board) of Super Group Ltd. (Super or the Company) recognises the importance of corporate governance and good business practices and is committed to complying with the principles and guidelines set out in the Code of Corporate Governance 2005 (the Code 2005). The Board also noted the recommended guidelines given under the revised Code of Corporate Governance 2012 (2012 Code) issued on 2 May 2012 which would be effective for the Company for financial year commencing from 1 January 2013. The Board as at the date of this corporate governance report has complied with some of the principles and guidelines of the 2012 Code and will continue to implement the recommendations as and when appropriate for the coming financial year.
BOARD MATTERS
Board of Directors (Principle 1) The Board comprises 15 directors, 8 of whom hold executive positions: Executive Directors Teo Kee Bock (Chairman & Managing Director) Te Kok Chiew Te Lay Hoon Te Lay Guat (Resigned with effect from 19 March 2013) Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Non-Executive Directors Goi Seng Hui (Vice-Chairman) Juliette Lee Hwee Khoon (Alternate Director to Goi Seng Hui) Chandra Das S/O Rajagopal Sitaram Independent Directors Goh Boon Kok Kuik See Juan Lai Mun Onn Lim Kang San Ko Chuan Aun Role of the Board (Principle 1) The Boards primary role is to protect and enhance long-term shareholders value. It sets the overall strategy for the Group and supervises the executive management. To fulfil this role, the Board is responsible for the overall corporate governance of the Group including setting its strategic direction, establishing goals for management and monitoring the achievement of these goals. The Board has adopted internal guidelines that require Board approval for various matters, including appointment of directors, major funding, investment proposals and material capital expenditures. Board Processes (Principle 1) To assist in the execution of its responsibilities, the Board has delegated specific responsibilities to four board committees namely Nominating, Remuneration, Audit and Special Committees. These board committees have clear mandates and operating procedures, which are reviewed regularly. The Board is also responsible for ensuring an adequate system of internal and management control. The Board meets on quarterly basis to review and evaluate performance and business strategies of the Group and address key policy issues. Ad-hoc Board meetings are convened when necessary to deliberate on urgent matters. Meetings may be conducted through the use of audio and video conferencing.
Special Committee (SC) (Principle 1) The SC, is a board committee, set up for the following purposes: (a) (b) (c) to review business risks and recommend financial strategies and policies; to review and recommend any equity capital raising or restructuring plans; and to review and recommend mergers, acquisitions and divestments.
To enable it to discharge its function properly, the SC may, as it deems fit, obtain such external or other independent professional advice as it considers necessary to carry out its duties. The SC comprises Mr Teo Kee Bock (Chairman), Mr Wong Fook Sung, Mr Tan Tian Oon and Mr Goh Boon Kok. Training (Principle 1) The Company has in place an orientation program for new directors to ensure that incoming directors are familiar with the Groups business, operational and financial policies. The Company supports its directors in being members of the Singapore Institute of Directors and encourages directors to keep abreast with on-going developments and changes to the financial, legal and regulatory requirements through attending courses organised by professional bodies. During the year, the Board was briefed and/or updated on the following (1) revisions under the 2012 Code; (2) directors duties in respect of financial statements; (3) changes to the disclosure regime under the Securities and Future Act; and (4) enhanced changes to the Listing Rules to strengthen corporate governance. Board Composition and Balance (Principle 2) The composition of the Board is determined in accordance with the following principles: (a) (b) one-third of the Board should be made up of independent directors; the Board should have enough directors to serve on various committees of the Board without over-burdening the directors or making it difficult for them to fully discharge their responsibilities; the Board should comprise directors with a broad range of expertise; and directors appointed by the Board are subject to election by shareholders at the following Annual General Meeting and thereafter directors are subject to re-election at least once every three years. The tenure for executive directors is linked to their respective executive offices.
(c) (d)
The Board constantly examines its size to determine the impact of its number on its effectiveness and decides on the appropriate size of the Board. The composition of the Board is reviewed annually by the Nominating Committee to ensure that the Board has the appropriate mix of expertise and experience. When a vacancy exists, or where it is considered that the Board would benefit from the services of a new director with particular skills, the Nominating Committee, in consultation with the Board, determines the suitability of the potential candidates, and where necessary with advice from an external consultant. The Board then appoints the most suitable candidate who must stand for election at the next Annual General Meeting (AGM). The Board considers the size and composition of the Board appropriate for the scope and nature of the Companys operations. Details of directors qualifications and experience are set out on pages 30 to 35 of this Annual Report.
42
A NEW ERA
In accordance with the Companys Articles of Association, other than the Managing Director, not less than one-third of the directors will retire and submit themselves for re-election once every three years and newly appointed Director will also submit himself for re-election at the AGM immediately following the appointment. The year of initial appointment and last re-election of the directors are set out below: Date of Initial Appointment 07-Jan-1992 13-Apr-1991 13-Apr-1991 21-May-1991 07-Mar-1994 17-Aug-1999 01-Jun-2003 05-Aug-2004 28-Feb-2006 26-Feb-2007 28-Apr-2011 27-Jun-1994 07-Mar-1994 01-Jun-2003 05-Aug-2004 08-Nov-2006 Date of Last Re-election / Re-appointment N/A 28-Apr-2011 28-Apr-2011 27-Apr-2012 28-Apr-2011 27-Apr-2012 27-Apr-2012 28-Apr-2010 28-Apr-2010 N/A 27-Apr-2012 27-Apr-2012 28-Apr-2011 27-Apr-2012 28-Apr-2011 28-Apr-2010
Director
Position
Teo Kee Bock Te Kok Chiew Te Lay Hoon Te Lay Guat (Resigned with effect from 19 March 2013) Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Goi Seng Hui Juliette Lee Hwee Khoon Chandra Das S/O Rajagopal Sitaram Goh Boon Kok Kuik See Juan Lai Mun Onn Lim Kang San Ko Chuan Aun
Chairman & Managing Director Executive Director Executive Director Executive Director Executive Director Executive Director Executive Director Executive Director Vice-Chairman & Non-Executive Director Alternate Director to Goi Seng Hui Non-Executive Director Independent Director Independent Director Independent Director Independent Director Independent Director
For the forthcoming AGM, Messrs Goi Seng Hui, Te Kok Chiew, Li Kang @ Charles K Li and Ko Chuan Aun will retire pursuant to Article 88 of the Companys Articles of Association. Messrs Goh Boon Kok and Chandra Das S/O Rajagopal Sitaram, who have attained the age of 70, will retire pursuant to Section 153(6) of the Companies Act, Cap. 50. The Nominating Committee has recommended the Directors for re-election and re-appointment at the forthcoming AGM. Chairman and Managing Director (Principle 3) Mr Teo Kee Bock is both Chairman and Managing Director of the Company. He bears executive responsibility for the business performance of the Company as Managing Director and has been running the day-to-day business of the Company since he assumed these positions in 1994. He has in-depth knowledge of the business and operations; in particular, his relationship with customers, suppliers and other parties has contributed positively to the growth and development of the Groups business since its inception. The Board is satisfied that in relation to the Companys present business needs and in consideration of Mr Teos past performance, integrity and objectivity in discharging his responsibilities, the Board fully supports the retention of his role as Chairman and Managing Director. As Chairman, he ensures that Board meetings are held when necessary, sets the agenda and ensures complete, adequate and timely information flow between the Board and management.
43
The attendance of the directors at meetings of the Board and board committees held in the course of the year under review, as well as the frequency of meetings, is disclosed as follows: Audit Committee 4 4* 4 3 4 4 Nominating Committee 1 1 1 1 1 1 1 Remuneration Committee 2 2 2 2* 2 1 2 2
Board No. of meetings held in 2012 Name & Attendance of Director: Teo Kee Bock Te Kok Chiew Te Lay Hoon Te Lay Guat Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Goi Seng Hui Alternate Director - Juliette Lee Hwee Khoon Chandra Das S/O Rajagopal Sitaram Goh Boon Kok Kuik See Juan Lai Mun Onn Lim Kang San Ko Chuan Aun
* By invitation.
4 4 4 4 4 4 4 4 4 4 3 4 3 4 4 4
No Special Committee meeting was held during the year. Lead Independent Director (Principle 3) Mr Goh Boon Kok, an independent director who is also the Chairman of the AC, member of NC and RC, has been appointed as the lead independent director with effect from 1 March 2013 in line with the guidelines under the 2012 Code. He will be available to shareholders where they have concerns for which normal channels to the Chairman and Managing Director has failed to resolve or is inappropriate. Nominating Committee (NC) (Principles 4 and 5) The NC comprises Mr Lim Kang San (Chairman), Mr Kuik See Juan, Mr Goh Boon Kok, Mr Lai Mun Onn, Mr Teo Kee Bock and Mr Wong Fook Sung. Mr Lim Kang San, the Chairman of NC is not associated with any substantial shareholder. The NC looks into the appointment and re-appointment of directors to the Board. Four of its six members are independent directors. Its function is to evaluate and to review nominations for appointments and re-appointment to the Board, to nominate any director for re-election at the Annual General Meeting having regard to the directors contribution and performance, to determine whether or not a director is independent, and to assess the effectiveness of the Board. The NC has adopted a formal system of evaluating the board performance as a whole. This process entails the completion of a questionnaire. A summary of findings is prepared following the return of the completed questionnaire for review and deliberation by the NC. The NC Chairman will report the findings to the Board so that appropriate course of action is agreed. The appraisal process focuses on areas such as board composition, board access to information, board processes, board accountability, board performance in discharging its principal responsibilities and Managing Director/senior management succession planning. While the Code 2005 recommends that the NC be responsible for assessing the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board, the NC felt that it is more appropriate and effective for the entire Board to assess the Board as a whole bearing in mind that each member of the Board contributes in different way. For FY2013, the NC will be looking into the evaluation of board committees as recommended by the 2012 Code.
44 A NEW ERA
In its annual review of the independence of Messrs Goh Boon Kok, Kuik See Juan, Lai Mun Onn, Ko Chuan Aun and Lim Kang San, the NC, having considered the guidelines set out in the Code 2005, is satisfied that there are no relationships which would deem any of them not to be independent. For FY2013, the NC will review the independence of the directors based on the guidelines recommended by the 2012 Code. Notwithstanding that some of the Directors have other board representations, the NC is satisfied that these Directors are able to and adequately carry out their duties as Directors of the Company. Access to Information (Principle 6) All directors have unrestricted access to the Companys records and information and independent access to senior management of the Company. Should directors, whether as a group or individually, need independent professional advice, the Company will bear the costs of such advice with the Chairmans approval. The Company Secretary and/or his nominee attends all meetings of the Board, Audit, Remuneration and Nominating Committees. The directors have separate and independent access to the Company Secretary who is responsible for ensuring that all Board procedures are followed and requirements under the Companies Act are complied with.
REMUNERATION MATTERS
Remuneration Committee (RC) (Principle 7 and 8) The RC comprises Mr Lai Mun Onn (Chairman), Mr Goh Boon Kok, Mr Kuik See Juan, Mr Teo Kee Bock, Mr Te Kok Chiew and Mr Lim Kang San. A majority of the RC members, including its Chairman, are independent directors. The Board opined that the membership of executive directors, Mr Teo Kee Bock and Mr Te Kok Chiew, would not give rise to potential conflict of interest given that the directors are not involved in deciding their own remuneration. The RC reviews and determines the remuneration packages, wages/remuneration policies and promotions for senior executives in the Group. To enable it to discharge its function properly, the Committee may, as it deems fit, seek advice from an external human resource consultant at the cost of the Company. No director in the RC is involved in deciding his own remuneration. The RC and the Board are of the view that the remuneration of the directors is adequate but not excessive. The remuneration packages of the executive directors include a component linked to the Companys performance and is aligned to the interest of shareholders. Non-executive directors are paid a fixed fee set at a competitive level based on their level of contribution, taking into account factors such as effort and time spent and the respective responsibilities of the directors. Directors fees are tabled annually for shareholders approval at the Annual General Meeting. Executive directors are on service contracts, which are subject to review every three years. The Board is of the view that the directors service contracts are not excessively long or with onerous removal clauses. The Company has in place a share awards scheme known as Super Group Share Award Scheme (the Scheme) which was approved by shareholders on 28 April 2011. The Scheme is administered by the RC. Further information on the Scheme is detailed under the Directors Report found in pages 53 to 54.
45
Directors and Key Executives Remuneration (Principle 9) The following table shows a breakdown (in percentage terms) of the remuneration of directors and key executives for the year ended 31 December 2012: Allowance & Other Benefits
Remuneration Bands Directors: $500,000 & above Teo Kee Bock Te Kok Chiew $250,000 - $499,000 Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Below $250,000 Te Lay Hoon Te Lay Guat Lee Chee Tak Goi Seng Hui Juliette Lee Hwee Khoon (Alternate Director to Goi Seng Hui) Chandra Das S/O Rajagopal Sitaram Goh Boon Kok Kuik See Juan Ko Chuan Aun Lai Mun Onn Lim Kang San Key Executives: Below $250,000 Elaine Teo Sze Hwee Darren Teo Junxiang Richard Lim Chee Kheong Koh Chun Yuan Dennis Lim Wang Wen Jia Vijayandran Joseph Steven Lim Kim Huat James Yeo Peck Hong Jaichndra Rao Lim Lee Seng
Salary
Bonus
Directors Fees
Total Compensation
10% 15% 58% 40% 31% 57% 43% 44%
88% 81% 21% 33% 28% 20% 17% 16%
1% 1% 10% 8% 6% 14% 14% 15% 100% 100% 100% 100% 100% 100% 100%
1% 3% 11% 19% 35% 9% 26% 25%
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
52% 54% 65% 63% 55% 68% 65% 68% 57% 65% 67%
33% 31% 19% 26% 29% 16% 22% 21% 30% 19% 33%
15% 15% 16% 11% 16% 16% 13% 11% 13% 16%
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
Ms Elaine Teo Sze Hwee, whose remuneration exceeds S$150,000 during the year ended 31 December 2012, is the daughter of Mr Teo Kee Bock and Madam Te Lay Hoon. Mr Darren Teo Junxiang is the son of Mr Teo Kee Bock and Madam Te Lay Hoon. However, his remuneration did not exceed S$150,000 during the year ended 31 December 2012.
46
A NEW ERA
ACCOUNTABILITY AND AUDIT

Accountability (Principle 10) The Board is accountable to the shareholders while the management of the Company is accountable to the Board. The management presents to the Board the Groups quarterly and full year accounts and the Audit Committee reports on the results for review and approval. The Board approves the results and authorises the release of the results to SGX-ST and the public via SGXNET. Periodic management report is provided to Board members to keep the Board apprised of the Companys performance, position and prospects on a timely basis. Audit Committee (AC) (Principle 11) The AC comprises four members who are independent of management within the meaning of the Code 2005: Goh Boon Kok (Chairman) Kuik See Juan Lai Mun Onn Ko Chuan Aun The Chairman of the AC is a Certified Public Accountant and runs his own accounting practice. The other members of the AC have garnered their business and financial management experience from running their own business or, from appointments at senior management and Board levels. The AC met four times during the year. The functions of the AC are as follows: (a) (b) (c) assist the Board in discharging its statutory responsibilities on financial and accounting matters; reviews the Groups financial and operating results and accounting policies; reviews significant financial reporting issues and judgments relating to financial statements for each financial year, quarterly and annual results announcement before submission to the Board for approval; reviews the audit plans and reports of the internal auditors and external auditors and consider the effectiveness of the actions taken by Management on the auditors recommendations.; reviews the adequacy of the Companys internal controls and risk management policies and systems established by Management; reviews interested person transactions as defined in the Listing Manual of SGX-ST; and reviews the nature and extent of non-audit services provided by the external auditors yearly to determine the independence of the external auditors.
(d)
(e) (f) (g)
The AC is authorised to investigate any matters within its terms of reference, has full access to management and also full discretion to invite any director or executive officer to attend its meetings, as well as reasonable resources to enable it to discharge its function properly. Annually, the AC meets with the external auditors without the presence of management and the external auditors has attended all the AC meetings every quarter. The aggregate amount of audit and non-audit fees paid to the external auditors are S$502,000 and S$205,000 respectively. The AC, having reviewed all the non-audit services provided by the external auditors to the Group, is satisfied that the nature and extent of such services did not affect the independence of the external auditors. The AC is satisfied that the Company has complied with Listing Rules 712 and 715 of the Listing Manual regarding the audit of its subsidiaries and associated companies in Singapore and outside Singapore.
47
As part of ongoing good corporate governance initiatives, the Board and Audit Committee are of the view that the external auditors should be rotated and would like to propose that KMPG LLP be appointed in place of Ernst & Young LLP for the financial year ending 31 December 2013. In recommending the appointment of KPMG LLP as external auditors, the AC has considered various factors, including the adequacy of the resources of KPMG LLP, their experience and audit engagements, the number and experience of the supervisory and professional staff who will be assigned to the audit of the consolidated accounts and KPMG LLPs proposed audit arrangements for the Group. The AC is of the opinion that KPMG LLP will be able to meet the audit requirements of the Group. The appointment of KPMG LLP in place of retiring auditors, Ernst & Young LLP will be tabled for shareholders approval at the AGM. Internal Controls (Principle 12) / Internal Audit (Principle 13) Management regularly reviews the system of internal controls to ensure that there are sufficient checks and balances to safeguard the Companys assets. The Audit Committee ensures that these controls are effective by engaging external consultant as the internal auditor. The internal auditor works within the scope of an audit plan, which has been approved by the Audit Committee, to review and test the adequacy and effectiveness of the internal controls of the Group. The external auditors will, in the course of their statutory audit, conduct a review of the internal control procedures and highlight any material internal control weaknesses which have come to their attention. All audit findings and recommendations made by the internal and external auditors are reported to the Audit Committee. Significant issues are discussed at the Audit Committee meetings. The Internal Auditor follows up on all its recommendations to ensure that Management has implemented them in a timely and appropriate fashion. The internal audit function is outsourced to Grant Thornton Advisory Services Pte Ltd, which reports directly to the AC. The Internal Auditors support the AC in its role to assess the effectiveness of the Groups overall system of internal controls. The assistance provided by the Internal Auditors is primarily accomplished through their appraisals of the financial and operational controls, policies and procedures established by management and their reviews for compliance by the Groups operating entities with these established controls, policies and procedures. Risk Management In an effort to implement an Enterprise Risk Management (ERM) framework, the Board has, in November 2012, engaged Grant Thornton Advisory Services Pte Ltd to conduct a strategic and operational risk assessment to assist the Group in identifying and assessing its top tier risks. This exercise seeks to provide a structured and common methodology to identify and manage potential risks affecting the Group and to ensure that sufficient controls are in place to monitor and mitigate these risks. The Board, through the Audit Committee, will continuously identify, review and monitor the key risks, control measures and management actions as part of the ERM process. Based on the internal controls and risk management framework established and maintained by Management, work performed by internal and external auditors and reviews performed by Management and the AC, the Board, with the concurrence of the AC, is of the opinion that the internal controls were adequate as at 31 December 2012 to address financial, operational and compliance risks which the Board considers relevant and material to its operations. The Board notes that the system of internal controls and risk management provides reasonable, but not absolute, assurance that the Group will not be adversely affected by any event that could be reasonably foreseen as it works to achieve its business objectives. Communication With Shareholders (Principle 14 And 15) The Company believes that timely disclosure of significant or price sensitive information is an essential practice of good corporate governance. Hence, the Company gives full disclosure in all public announcements via SGXNET, press releases and annual reports. The Company does not practise selective disclosure. Both directors and management take precautions to ensure that no unreported price-sensitive information is disclosed at such sessions. In addition, the Company also conduct results briefing for media and analysts in conjunction with the release of results announcements. From time to time, the Investor Relations team will meet up with institutional investors, the investment community, analysts and the media so as to allow them opportunities to interact with the Company to further understand and gain insights to the development and outlook of the Company. To ensure transparency, briefing materials are released to SGX-ST via SGXNET. The Companys website and the SGXNET are the principal media of communication with shareholders.
48 A NEW ERA
The annual report is sent to all shareholders of the Company and notice of every general meeting is advertised in the newspapers. At general meetings, shareholders are given the opportunity to air their views and direct questions to the Board on any matter relating to the Groups business and operations. The Companys Articles of Association allow a member to appoint up to two proxies to attend and vote at general meetings. Directors and senior management are present at general meetings to address shareholders queries. The external auditors are also present at the Annual General Meetings of the Company to address queries about the conduct of audit and the preparation and content of the auditors report.
INTERNAL COMPLIANCE CODE ON DEALINGS IN COMPANYS SECURITIES

The Company has adopted an internal compliance code to provide guidance to all directors and key officers in relation to their dealings in the Companys securities. Directors and key officers should not deal in the companys securities on short-term considerations and are required to confirm annually that they have complied with the code on dealings in the Companys securities. Directors and key officers are not permitted to deal in the Companys shares during the period commencing one month before the announcement of the full year results, and two weeks before the announcement of the quarterly results, until the relevant results are announced. Directors are required to report to the Company Secretary whenever they deal in the Companys shares.
INTERESTED PERSON TRANSACTIONS POLICY

There is no general mandate obtained for interested person transaction. The Company has adopted an internal policy in respect of transactions with interested persons and has set out the procedures for review and approval of the Companys interested person transactions. The AC and the Board have reviewed all transactions conducted with interested persons as tabled below and are satisfied that these transactions were carried out at arms length and under normal commercial terms. The AC and the Board are satisfied that the terms of the transactions are not prejudicial to the interests of the Company or its minority shareholders. Interested Person Transactions Name of Interested Person Aggregate value of all interested person transactions during the financial year (excluding transactions less than S$100,000 and transactions conducted under shareholders mandate pursuant to Rule 920) (S$000) 2,313 Aggregate value of all interested person transactions conducted under shareholders mandate pursuant to Rule 920 (excluding transactions less than S$100,000) (S$000)
Sun Resources Holdings Pte Ltd
N/A the Company does not have a shareholder mandate for interested person transactions N/A the Company does not have a shareholder mandate for interested person transactions N/A the Company does not have a shareholder mandate for interested person transactions
Black On Black Creative Pte Ltd
423
Veer Motion Graphics Pte Ltd
451
49
MATERIAL CONTRACTS
Other than transactions mentioned under Interested Person Transactions above, and save for the disclosures made in the Directors Report, there were no material contracts entered into in the ordinary course of business by the Company and its subsidiaries involving the interests of the directors and controlling shareholders of the Company.
WHISTLE BLOWING POLICY

The Board has put in place a Whistle Blowing Policy and Procedure (Policy) for reporting impropriety in matters of financial reporting and other matter. The Policy has been disseminated to all staff. Employees have been advised that no one would be intimidated or restrained from reporting any impropriety to the AC Chairman. Also, the identity of complainant would be kept confidential unless required by law to reveal or the identity of the complainant is already publicly known or the Board of Directors opined that it would be in the best interests of the Group to disclose the identity. Upon receipt of such complaint, AC Chairman in consultation with fellow members would exercise discretion on how to proceed with the investigation, thereafter recommend any remedial or legal action to be taken, where necessary. The AC Chairman has not received any complaint up to the date of this report.
UPDATE ON THE UTILISATION OF PROCEEDS FROM THE TAIWAN DEPOSITORY RECEIPTS ISSUE
The utilisation of the proceeds of S$23.6 million raised from Companys Taiwan Depository Receipts (TDRs) issue is as follows: Amount (S$ million) Gross proceeds from the Companys TDRs issue Less: (1) Proceeds utilised for working capital as per announcement dated 27 January 2011 (2) TDRs and related expenses (3) Proceeds utilised for the purchase of a leasehold land located at private lot at A1185201 at Tuas West Drive/Tuas Link 2 in Jurong Industrial Estate (the Property) as per announcement dated 28 March 2011 (4) Costs incurred for the construction of a multi-storey building on the Property Balance of proceeds remaining from the Companys TDRs issue 23.6 0.6 0.8 3.7
12.0 6.5
50
A NEW ERA
DIREcTORS REPORT
The directors are pleased to present their report to the members together with the audited consolidated financial statements of Super Group Ltd (the Company) and its subsidiaries (collectively, the Group) and the balance sheet and statement of changes in equity of the Company for the financial year ended 31 December 2012.
Directors
The directors of the Company in office at the date of this report are: (Chairman) Teo Kee Bock Goi Seng Hui (Vice-Chairman) Juliette Lee Hwee Khoon (Alternate director to Goi Seng Hui) Te Kok Chiew Te Lay Hoon Te Lay Guat Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Goh Boon Kok Kuik See Juan Lai Mun Onn Lim Kang San Ko Chuan Aun Chandra Das S/O Rajagopal Sitaram
Arrangements to enable directors to acQuire shares and debentures

Except as described in the directors interest in shares and debentures section, 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 the directors of the Company to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate.
Directors interest in shares and debentures

The following directors, who held office at the end of the financial year, had, according to the register of directors shareholdings required to be kept under Section 164 of the Singapore Companies Act, Cap. 50, an interest in shares of the Company and related corporations (other than wholly-owned subsidiaries) as stated below: Direct interest At the beginning At the end of of financial year financial year Deemed interest At the beginning At the end of of financial year financial year
Name of director The Company Ordinary shares Teo Kee Bock Goi Seng Hui Te Kok Chiew
65,367,375 64,070,908 43,824,625
65,367,375 64,070,908 51,824,625
26,319,000 8,000,000
26,319,000
51
DIREcTORS REPORT
Directors interest in shares and debentures (contd)

Direct interest At the beginning At the end of of financial year financial year Deemed interest At the beginning At the end of of financial year financial year
Name of director The Company Ordinary shares Te Lay Hoon Te Lay Guat Lee Chee Tak Wong Fook Sung Tan Tian Oon Li Kang @ Charles K Li Lim Kang San Chandra Das S/O Rajagopal Sitaram (1)
67,596,125 100,000 9,000 36,000 63,000 10,000 500,000
67,596,125 50,000 9,000 54,000 123,000 10,000 500,000
150,000 11,301,696 50,000 33,000
150,000 11,115,696 50,000 33,000
Pursuant to Section 164(15)(a) of the Companies Act, Cap. 50, the deemed interest of MrTeo Kee Bock as at 1 January 2012 and 31 December 2012 did not include his spouse, Mdm Te Lay Hoons interest as Mdm Te Lay Hoon is also a director of the Company. Mr Teo Kee Bock is not deemed to be interested in the shares held by Mdm Te Lay Hoon. As such, Mr Teo Kee Bock is not deemed to have an interest in the shares of all subsidiaries of the Company at the beginning and the end of the financial year. Pursuant to Section 164(15)(a) of the Companies Act, Cap. 50, the deemed interest of MdmTe Lay Hoon as at 1 January 2012 and 31 December 2012 did not include her spouse, Mr Teo Kee Bocks interest as Mr Teo Kee Bock is also a director of the Company. Mdm Te Lay Hoon is not deemed to be interested in the shares held by Mr Teo Kee Bock. As such, Mdm Te Lay Hoon is not deemed to have an interest in the shares of all subsidiaries of the Company at the beginning and the end of the financial year.
(2)
There were no changes in any of the above-mentioned interests of the directors between the end of the financial year and 21 January 2013. Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, share options, warrants 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.
Directors contractual benefits

Except as disclosed in 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 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.
52
A NEW ERA
DIREcTORS REPORT
Super Group Share Award Scheme

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

Grant of the Scheme Awards may be granted at any time in the course of a financial year. During the financial year, the Company had granted a total of 78,000 share awards pursuant to the Scheme. Details of which are as follows: Aggregate awards granted since the commencement of the scheme to the end of financial year
Name of the participant Director of the Company Li Kang @ Charles K Li Tan Tian Oon

Date of grant
Awards granted during the financial year
Aggregate awards outstanding as at end of financial year
10 August 2012 10 August 2012
60,000 18,000
123,000 54,000
The share awards were granted to reward the past performance of the two Executive Directors (the Participants) based on the performance criteria as determined by the Remuneration Committee who is administering the Scheme. The shares under the Award were released to the Participants on 17 August 2012. Pursuant to the release of the shares under the Award, a total of 78,000 treasury shares in the Companys Share Buy-Back Account were transferred to the Participants.
Since the commencement of the Scheme till the end of the financial year: No Awards have been granted to the controlling shareholders of the Company and their associates. No participant other than those disclosed above has received 5% or more of the total awards available under the Scheme.
54
A NEW ERA
DIREcTORS REPORT
Audit Committee
The Audit Committee comprises all independent directors. The members of the Audit Committee (AC) during the year and as at the date of this report are: Goh Boon Kok, (Chairman), independent director Kuik See Juan, independent director Lai Mun Onn, independent director Ko Chuan Aun, independent director The AC carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Cap. 50, including the following: Reviewed the audit plans of the internal and external auditors of the Company and reviewed the internal auditors evaluation of the adequacy of the Companys system of accounting controls and the co-operation given by the Companys management to the external and internal auditors; Reviewed the quarterly and annual financial statements and the auditors report on the annual financial statements of the Company before their submission to the Board of directors; Reviewed the effectiveness of the Companys material internal controls, including financial, operational and compliance controls and risk management via reviews carried out by the internal auditors; Met with the external auditors, other committees, and management in separate executive sessions to discuss any matters that these groups believe should be discussed privately with the AC; Reviewed legal and regulatory matters that may have a material impact on the financial statements, related compliance policies and programmes and any reports received from regulators; Reviewed the cost effectiveness and the independence and objectivity of the external auditors; Reviewed the nature and extent of non-audit services provided by the external auditors; Recommended to the Board of directors the external auditors to be appointed in place of the retiring external auditors and reviewed the scope and results of the audit; Reported actions and minutes of the AC to the Board of directors with such recommendations as the AC considers appropriate; and Reviewed interested person transactions in accordance with the requirements of the SGX-STs Listing Manual.
The AC, having reviewed all non-audit services provided by the external auditors to the Group, is satisfied that the nature and extent of such services would not affect the independence of the external auditors. The AC has also conducted a review of interested person transactions. The AC convened four meetings during the year and has also met with the external auditors, without the presence of the Companys management at least once a year. Further details regarding the AC are disclosed in the Report on Corporate Governance.
55
DIREcTORS REPORT
Auditors
Ernst & Young LLP will not be seeking re-appointment as auditors.
On behalf of the Board of directors:
Teo Kee Bock Director
Te Kok Chiew Director
Singapore 12 March 2013
56
A NEW ERA
STATEMENT BY DIREcTORS
We, Teo Kee Bock and Te Kok Chiew, being two of the directors of Super Group Ltd, do hereby state that, in the opinion of the directors, (a) the accompanying balance sheets, consolidated income statement, consolidated statement 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 2012 and the results of the business, changes in equity and cash flow of the Group and the changes in equity of the Company for the year ended on that date, and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
(b)
On behalf of the Board of directors:
Teo Kee Bock Director
Te Kok Chiew Director
Singapore 12 March 2013
57
INdEPENdENT AUdITORS REPORT

For the financial year ended 31 December 2012
Independent Auditors Report to the Members of Super Group Ltd Report on the Financial Statements
We have audited the accompanying financial statements of Super Group Ltd (theCompany) and its subsidiaries (collectively, the Group) set out on pages 60 to 142, which comprise the balance sheets of the Group and the Company as at 31 December 2012, statements of changes in equity of the Group and the Company, and the consolidated income statement, consolidated statement of comprehensive income and consolidated cash flow statement of the Group for the year then ended, and a summary of significant accounting policies and other explanatory information. Managements 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, Chapter 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 auditors 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 entitys preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
58
A NEW ERA
INdEPENdENT AUdITORS REPORT

Independent Auditors Report to the Members of Super Group Ltd

Opinion In our opinion, the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2012 and the results, changes in equity and cash flow of the Group and the changes in equity of the Company 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 subsidiaries 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 12 March 2013
59
CONSOLIdATEd INcOME STATEMENT

Note
2012 $000 519,268 (337,842) 181,426
2011 $000 440,972 (298,896) 142,076 13,352 (44,127) (38,215) (1,496) 71,590 (239) (1,675) 503 70,179 (6,308) 63,871
Revenue Cost of sales Gross profit Other income Selling and distribution expenses General and administrative expenses Other expenses Profit from operating activities Finance costs Net gain/(loss) from investment securities Share of results of associated and joint venture companies Profit before taxation Taxation Profit for the year Attributable to: Equity holders of the Company Non-controlling interests Profit for the year Earnings per share (cents per share) Basic Diluted
5,476 (50,843) (42,328) (3,921) 89,810 (45) 1,359 173 91,297 (8,733) 82,564
5 6 7
79,044 3,520 82,564
61,898 1,973 63,871
9 9
14.18 cents 14.18 cents
11.10 cents 11.10 cents
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
60
A NEW ERA
CONSOLIdATEd STATEMENT OF COMPREHENSIVE INcOME

2012 $000 Profit for the year Other comprehensive income: Foreign currency translation Share of other comprehensive income of associated and joint venture companies Other comprehensive income for the year Total comprehensive income for the year Total comprehensive income attributable to: Equity holders of the Company Non-controlling interests (14,802) (598) (15,400) 67,164 6,642 (51) 6,591 70,462 82,564 2011 $000 63,871
64,074 3,090 67,164
68,229 2,233 70,462
61
BALANcE SHEETS
As at 31 December 2012
Note 2012 $000 Non-current assets Property, plant and equipment Intangible assets Investment in subsidiary companies Investment in associated companies Investment in joint venture companies Other receivables Deferred tax assets 10 11 12 13 14 15(a) 16 211,706 3,044 2,665 12,818 10,275 17 240,525 Current assets Inventories Trade receivables Other receivables, prepayments and deposits Amounts due from subsidiary companies Investment securities Cash and short-term deposits 17 18 15(b) 19 20 21 82,707 95,645 8,816 2,976 112,194 302,338 Current liabilities Bank overdrafts Trade payables Other payables and accruals Amounts due to subsidiary companies Hire purchase creditors Bank borrowings Deferred gain Provision for taxation 21 22 23 24 25 26 27 670 40,056 68,481 217 3,143 8,261 120,828 Net current assets 181,510
Group 2011 $000 2012 $000
Company 2011 $000
166,221 3,044 3,090 12,818 10,315 428 195,916
317 97,200 706 10,000 9,267 117,490
323 97,200 706 10,000 6,954 180 115,363
93,033 78,103 10,866 1,856 122,672 306,530
7 98,362 2,976 18,292 119,637
23 60,914 1,856 39,702 102,495
779 35,594 64,097 217 911 3,143 6,937 111,678 194,852
13,515 4,634 2,144 20,293 99,344
13,404 3,659 2,156 19,219 83,276
62
A NEW ERA
BALANcE SHEETS
As at 31 December 2012
Note 2012 $000 Non-current liabilities Hire purchase creditors Deferred gain Deferred tax liabilities 25 27 16 377 4,991 5,368 Net assets Equity attributable to equity holders of the parent Share capital 28(a) Treasury shares 28(b) Reserves 29 416,667
Group 2011 $000 2012 $000
Company 2011 $000
582 3,143 4,865 8,590 382,178
39 39 216,795
198,639
163,543 (193) 235,567 398,917 17,750 416,667
163,543 (272) 203,636 366,907 15,271 382,178
163,543 (193) 53,445 216,795 216,795
163,543 (272) 35,368 198,639 198,639
Non-controlling interests Total equity
63
64 Total attributable to equity holders of the parent $000 Noncontrolling interests $000 Total equity $000 382,178 82,564 15,271 3,520 366,907 79,044 1,563 79,044 94 358 2,473 (12,054) 21,184 189,976 (14,372) (14,372) (430) (14,802) (598) (598) (598) (668) 668 (668) (14,970) 79,712 64,074 3,090 67,164 (21,184) 28,435 (11,151) (28,435) (32,335) (32,335) (196) (196) 4,538 (4,538) 172 172 99 99 (415) (316) 895 94 358 4,538 7,011 99 99 (27,024) 7,251 28,435 (44,124) 225,564 (32,064) 398,917 (611) 17,750 (32,675) 416,667
For the year ended 31 December 2012
STATEMENTS OF CHANgES IN EQUITY
A NEW ERA
2012 Group
Share capital (Note 28(a)) $000
Treasury shares (Note 28(b)) $000
Attributable to equity holders of the parent Gain or Discount on loss on acquisition Foreign reissuance Asset of noncurrency of treasur revaluation Capital Reserve on Statutory controlling translation Dividend shares reserve reserve consolidation reserve interests reserve reserve Accumulated (Note 29(h)) (Note 29(a)) (Note 29(b)) (Note 29(c)) (Note 29(d)) (Note 29(i)) (Note 29(e)) (Note 29(f)) profits $000 $000 $000 $000 $000 $000 $000 $000 $000
Opening balance at 1 January 2012
163,543
(272)
42
Profit for the year
Other comprehensive income:
Foreign currency translation Share of other comprehensive income of associated and joint venture companies Disposal of fixed assets of a subsidiary company
Total comprehensive income for the year
79
93
Contributions by and distribution to owners Dividends paid (Note 30) Proposed final dividend (Note 30) Dividend paid/ payable by a subsidiary company to minority shareholder Treasury shares reissued pursuant to Share Award Scheme Transfer to statutory reserve (Note 29(d)) Acquisition of non-controlling interests in subsidiary companies
Total transactions with owners in their capacity as owners
79
93
Closing balance at 31 December 2012
163,543
(193)
135
2011 Group
Share capital (Note 28(a)) $000 Total equity $000 341,583 63,871 1,563 61,898 61,898 1,973 70 358 2,341 (18,534) 20,065 173 160,543 329,750 11,833
Attributable to equity holders of the parent Gain or loss on Foreign reissuance Asset currency Fair Treasury of treasury revaluation Capital Reserve on Statutory translation Dividend value shares shares reserve reserve consolidation reserve reserve reserve reserve Accumulated (Note 28(b)) (Note 29(h)) (Note 29(a)) (Note 29(b)) (Note 29(c)) (Note 29(d)) (Note 29(e)) (Note 29(f)) (Note 29(g)) profits $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 Total attributable to equity holders of the parent $000 Noncontrolling interests $000
Opening balance at 1 January 2011
163,543
(372)
Profit for the year
Other comprehensive income: 6,382 6,382 260 6,642
For the year ended 31 December 2012 (contd)
Foreign currency translation Share of other comprehensive income of associated and joint venture companies Disposal of an associated company (46) (236) 70 98 63 231 (282)
231 (282)
Total comprehensive income for the year 24 6,480 (173)
61,898
68,229
2,233
70,462
21,184
(20,065)
(11,149) (21,184)
(31,214)
(31,214)
(20) 1,225
(20) 1,225
Contributions by and distribution to owners Dividends paid (Note 30) Proposed final dividend (Note 30) Dividend paid/ payable by a subsidiary company to minority shareholder Issue of shares by a subsidiary company Treasury shares reissued pursuant to Share Award Scheme Transfer to statutory reserve (Note 29(d)) 132
100
42
(132)
142
142
Total transactions with owners in their capacity as owners 1,563 94 358
100
42
132 2,473
(12,054)
1,119 21,184
(32,465) 189,976
(31,072) 366,907
1,205 15,271
(29,867) 382,178
Closing balance at 31 December 2011
163,543
(272)
42
65

2012 Company
Treasury Shares (Note 28(b)) $000
Gain or loss on reissuance of treasury shares (Note 29(h)) $000
Dividend reserve (Note 29(f)) $000
Accumulated profits $000
Total $000
Opening balance at 1 January 2012 Profit for the year and total comprehensive income for the year Dividends paid (Note 30) Proposed final dividend (Note30) Treasury shares reissued pursuant to Share Award Scheme Total transactions with owners in their capacity as owners Closing balance at 31 December 2012
163,543
(272)
42
21,184
14,142
198,639
(21,184) 28,435
50,319 (11,151) (28,435)
50,319 (32,335)
79
93
172
163,543
79 (193)
93 135
7,251 28,435
10,733 24,875
18,156 216,795
66
A NEW ERA

2011 Company
Treasury Shares (Note 28(b)) $000
Gain or loss on reissuance of treasury shares (Note 29(h)) $000
Dividend reserve (Note 29(f)) $000
Accumulated profits $000
Total $000
Opening balance at 1 January 2011 Profit for the year and total comprehensive income for the year Dividends paid (Note 30) Proposed final dividend (Note30) Treasury shares reissued pursuant to Share Award Scheme Total transactions with owners in their capacity as owners Closing balance at 31 December 2011
163,543
(372)
20,065
39,229
222,465
(20,065) 21,184
7,246 (11,149) (21,184)
7,246 (31,214)
100
42
142
163,543
100 (272)
42 42
1,119 21,184
(25,087) 14,142
(23,826) 198,639
67
CONSOLIdATEd STATEMENT OF CASH FLOW

For the year ended 31 December 2012
2012 $000 Cash flow from operating activities Profit before taxation Adjustments for: Amortisation of intangible assets Depreciation of property, plant and equipment Gain on disposal of property, plant and equipment Loss on disposal of a subsidiary company Loss on disposal of an associated company Recognition of deferred gain Property, plant and equipment written off Impairment loss on property, plant and equipment Dividend income from quoted investment securities Interest expense Interest income Gain on disposal of quoted investment securities Changes in fair value of quoted investment securities Share of results of associated and joint venture companies Employee benefits expenses Treasury shares reissued pursuant to Share Award Scheme Currency realignment Operating gain before reinvestment in working capital Increase in trade and other receivables Decrease/(increase) in inventories Increase in trade and other payables Cash generated from operations Interest received Interest paid Income taxes paid Net cash generated from operating activities Cash flow from investing activities Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Compensation received for relocation of factory Payment for conversion of warrants into quoted equity shares Proceeds from disposal of an associated company Investment in associated companies Quasi-equity loans to associated companies Net cash inflow on disposal of a subsidiary company Proceeds from disposal of quoted investment securities Dividends received Net cash used in investing activities
2011 $000
91,297 11,623 (2,855) 308 (3,143) 825 535 (72) 45 (570) (1,287) (173) 172 (1,034) 95,671 (17,411) 10,114 3,767 92,141 570 (45) (6,739) 85,927
70,179 6 9,820 (10,368) 725 (3,143) 545 226 (95) 239 (484) (5) 1,775 (503) 142 996 70,055 (1,437) (23,205) 17,907 63,320 484 (239) (6,402) 57,163
(63,292) 3,341 4,724 (3,321) 321 167 72 (57,988)
(73,076) 4,057 (480) 24,053 (1,252) 119 589 (45,990)
68
A NEW ERA
CONSOLIdATEd STATEMENT OF CASH FLOW

2012 $000 Cash flow from financing activities Proceeds from issue of shares to non-controlling shareholder by asubsidiary company Payment of dividends to shareholders of the Company Payment of dividends to non-controlling shareholder by a subsidiarycompany Repayment of bank borrowings Repayment of hire purchase creditors Cash paid on acquisition of non-controlling interests of a subsidiary company Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of year (Note 21)
2011 $000
(32,335) (911) (205) (316) (33,767) (5,828) 121,893 (4,541) 111,524
1,225 (31,214) (20) (1,064) (227) (31,300) (20,127) 140,764 1,256 121,893
Super Vending Pte Ltd (SVPL), an 80% owned subsidiary company, disposed its 100% equity interest in its wholly-owned subsidiary, Super Multi Vending Pte Ltd(SMVPL) on 31 October 2012 at a consideration of S$516,000. The sale consideration was arrived at based on SMVPLs financial position and on a willing buyer and willing seller basis. The disposal consideration was fully settled in cash. Subsequently, Super Coffee Corporation Pte. Ltd (SCCPL) acquired the remaining 20% equity interest in SVPL. After the acquisition, SVPL became a wholly-owned subsidiary of SCCPL. The value of assets and liabilities of SMVPL recorded in the consolidated financial statements as at 31 October 2012, and the cash flow effect of the disposal were: $000 Property, plant and equipment Trade and other receivables Inventories Cash and cash equivalents 665 92 212 195 1,164 (206) (133) (1) 824 516 (195) 321
Trade and other payables Deferred tax liabilities Provision for taxation Carrying value of net assets Total consideration Cash and cash equivalents of the subsidiary Net cash inflow on disposal of a subsidiary
69
NOTES TO THE FINANcIAL STATEMENTS

- 31 December 2012
1.
Corporate information
Super Group Ltd (the Company) is a limited liability company, incorporated and domiciled in Singapore and is listed on the Singapore Exchange Securities Trading Limited (SGX-ST). The registered office and principal place of business of the Company is located at 2, Senoko South Road, Super Industrial Building, Singapore 758096. The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed in Note 12 to the financial statements. Related companies in the financial statements refer to the Super Group Ltds group of companies.
2.
2.1
Summary of significant accounting policies

Basis of preparation The consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company have been prepared in accordance with Singapore Financial Reporting Standards (FRS). The financial statements have been prepared on the 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 2012. The adoption of these standards and interpretations did not have any significant effect on the financial performance or position of the Group and the Company.
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A NEW ERA

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2. Summary of significant accounting policies (contd)

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

- 31 December 2012

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

- 31 December 2012

2.4 Significant accounting judgments and estimates The preparation of the Groups consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods. (a) Judgments made in applying accounting policies In the process of applying the Groups accounting policies, management has made the following judgments, apart from those involving estimations, which have the most significant effect on the amounts recognised in the consolidated financial statements: (i) Income taxes The Group has exposure to income taxes in several jurisdictions. Significant judgment is involved in determining the group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The carrying amounts of the Groups and Companys deferred tax assets/liabilities and provisions for taxation are disclosed in the balance sheets. Further information is disclosed in Note 8. (ii) Determination of functional currency Foreign currency transactions are measured in the respective functional currencies of the Company and its subsidiaries. In determining the functional currencies of the entities in the Group, judgment is required to determine the currency that mainly influences selling prices for goods and services and of the country whose competitive forces and regulations mainly determines the selling prices of its goods and services. The functional currencies of the entities in the Group are determined based on managements assessment of the economic environment in which the entities operate and the entities process of determining selling prices.
73

- 31 December 2012

2.4 Significant accounting judgments and estimates (contd) (b) Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, 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. The Group based its assumptions and estimates on parameters available when the financial statements was prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur. (i) Fair value of financial instruments Where the fair values of financial instruments recorded on the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the discounted cash flow model. The inputs to these models are derived from observable market data where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of liquidity and model inputs regarding the future financial performance of the investee, its risk profile, and economic assumptions regarding the industry and geographical jurisdiction in which the investee operates. Changes in assumptions about these factors could affect the reported fair value of financial instruments. The valuation of financial instruments is described in more detail in Note 35. (ii) Useful lives of plant and machinery The cost of plant and machinery are depreciated on a straight line basis over their estimated useful lives. Management estimates the useful lives of these plant and machinery to be within 5 to 11 years. The carrying amount of the Groups plant and machinery at 31 December 2012 was $31,955,000 (2011: $26,282,000). Changes in the expected level of usage could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. (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 its value in use. 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 assets 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 brands, are given in Note 11 to the financial statements.
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A NEW ERA

- 31 December 2012

2.4 Significant accounting judgments and estimates (contd) (b) Key sources of estimation uncertainty (contd) (iv) Impairment of loans and receivables The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset is impaired. 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 Groups loans and receivables at the balance sheet date is disclosed in Note34. 2.5 Basis of consolidation and business combinations (A) Basis of consolidation Basis of consolidation from 1 January 2010 The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. 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. Subsidiaries 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 are attributed to the non-controlling interest even if that results in a deficit balance.
75

- 31 December 2012

2.5 Basis of consolidation and business combinations (contd) (A) Basis of consolidation (contd) Basis of consolidation from 1 January 2010 (contd) A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: De-recognises the assets (including goodwill) and liabilities of the subsidiary 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 Groups 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.
76
A NEW ERA

- 31 December 2012

2.5 Basis of consolidation and business combinations (contd) (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. Acquisitionrelated 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. 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 interests proportionate share of the acquirees 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 Groups previously held equity interest in the acquiree (if any), over the net fair value of the acquirees identifiable assets and liabilities is recorded as goodwill. The accounting policy for goodwill is set out in Note 2.11(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.
77

- 31 December 2012

2.5 Basis of consolidation and business combinations (contd) (B) Business combinations (contd) 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 acquirees 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 otherwise would have been 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 subsidiaries not attributable, directly or indirectly, to owners of the Company, and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated balance sheet, separately from equity attributable to owners of the Company. Changes in the Companys ownership interest in a subsidiary 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. Any difference between the amount by which the noncontrolling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
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A NEW ERA

- 31 December 2012

2.7 Foreign currency The Groups consolidated financial statements are presented in Singapore Dollars, which is also the Companys 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 subsidiaries 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 Groups 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 For consolidation purpose, the assets and liabilities of foreign operations are translated into SGD at the rate of exchange ruling at the end of the reporting period and their profit or loss are translated at the exchange rates prevailing at the date of the transactions. 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.
79

- 31 December 2012

2.8 Subsidiaries A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities. In the Companys separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses. 2.9 Joint venture A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control, where the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control. The Group recognises its interest in joint venture using the equity method. Under the equity method, the investment in joint venture is carried in the balance sheet at cost plus post-acquisition changes in the Groups share of net assets of the joint venture. When the Groups share of losses in a joint venture equals or exceeds its interest in the joint venture, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture. The financial statements of the joint venture are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. Upon loss of joint control, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the former jointly controlled entity upon loss of joint control and the aggregate of the fair value of the retained investment and proceeds from disposal is recognised in profit or loss. 2.10 Associates An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. The Groups investments in associates are accounted for using the equity method. Under the equity method, the investment in associates is carried in the balance sheet at cost plus post-acquisition changes in the Groups share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment and is neither amortised nor tested individually for impairment. Any excess of the Groups share of the net fair value of the associates identifiable asset, liabilities and contingent liabilities over the cost of the investment is included as income in the determination of the Groups share of results of the associate in the period in which the investment is acquired. The profit or loss reflects the share of the results of operations of the associates. Where there has been a change recognised in other comprehensive income by the associates, the Group recognises its share of such changes in other comprehensive income. Unrealised gains and losses resulting from transactions between the Group and the associates are eliminated to the extent of the interest in the associates.
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A NEW ERA

- 31 December 2012

2.10 Associates (contd) The Groups share of the profit or loss of its associates is the profit attributable to equity holders of the associate and, therefore is the profit or loss after tax and non-controlling interests in the subsidiaries of associates. When the Groups share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Groups investment in its associates. The Group determines at each balance sheet date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in profit or loss. The financial statements of the associates are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the aggregate of the retained investment and proceeds from disposal is recognised in profit or loss. 2.11 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 Groups 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 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 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 cash-generating 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.
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- 31 December 2012

2.11 Intangible assets (contd) (a) Goodwill (contd) 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 at the rates prevailing at the date of acquisition. (b) Trademark Trademark is stated at cost less accumulated amortisation and any impairment loss. The useful life of trademark is assessed as finite. Trademark is amortised on a straight-line basis over the estimated useful lives of 10 years, 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 lives or the expected pattern of consumption of future economic benefits is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised. 2.12 Property, plant and equipment All items of property, plant and equipment are initially recorded at cost. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying property, plant and equipment. The accounting policy for borrowing costs is set out in Note 2.18. The cost of an item of property, plant and equipment 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. Subsequent to recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Repair and maintenance costs are recognised in profit or loss as incurred.
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A NEW ERA

- 31 December 2012

2.12 Property, plant and equipment (contd) Freehold land has an unlimited useful life and therefore is not depreciated. Included in leasehold land are land use rights acquired by certain subsidiaries of the Group. Depreciation is computed on a straight-line basis over the estimated useful life of the asset as follows: Buildings Leasehold land and buildings Plant and machinery Motor vehicles Electrical installation Furniture and fittings Air conditioners Computer equipment Laboratory equipment Office equipment Renovation 20 to 50 years over period of leases ranging from 14 to 64 years 5 to 11 years 5 to 10 years 6 to 8 years 2 to 10 years 6 years 3 to 6 years 3 years 2 to 10 years 6 to 10 years
Assets under construction are not depreciated as these assets are not yet available for use. The carrying values of property, plant and equipment 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 property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognising of the asset is included in profit or loss in the year the asset is derecognised. 2.13 Impairment of non-financial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when an annual impairment testing for an asset is required, the Group makes an estimate of the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units 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 pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples or other available fair value indicators.
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2.13 Impairment of non-financial assets (contd) The Group bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the Groups 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. Impairment losses of continuing operations are recognised in profit or loss in those expense categories consistent with the function of the impaired asset, except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. 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 assets or cash-generating units recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the assets 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 been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. 2.14 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: (a) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. The Group has not designated any financial assets upon initial recognition at fair value through profit or loss.
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2.14 Financial assets (contd) Subsequent measurement (contd) (a) Financial assets at fair value through profit or loss (contd) Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value of the financial assets are recognised in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss include exchange differences, interest and dividend income. (b) Loans and receivables Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. 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 profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process. (c) Held-to-maturity investment Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Group has the positive intention and ability to hold the investment to maturity. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the held-to-maturity investments are derecognised or impaired, and 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 had been recognised in other comprehensive income is recognised in profit or loss. Regular way purchase or sale of a financial asset All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e., 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.
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2.15 Impairment of financial assets The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. (a) 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 assets carrying amount and the present value of estimated future cash flows discounted at the financial assets 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 impairment 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. (b) Financial assets carried at cost If there is objective evidence (such as significant adverse changes in the business environment where the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on financial assets carried at cost has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses are not reversed in subsequent periods.
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2.15 Impairment of financial assets (contd) (c) Available-for-sale financial assets In the case of equity investments classified as available-for-sale, objective evidence of impairment include (i) significant financial difficulty of the issuer or obligor, (ii) information about significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in equity instrument may not be recovered; and (iii) a significant or prolonged decline in the fair value of the investment below its costs. Significant is to be evaluated against the original cost of the investment and prolonged against the period in which the fair value has been below its original cost. If an available-for-sale financial asset is impaired, an amount comprising the difference between its acquisition cost (net of any principal repayment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from other comprehensive income and recognised in profit or loss. Reversals of impairment losses in respect of equity instruments are not recognised in profit or loss; increase in their fair value after impairment are recognised directly in other comprehensive income. 2.16 Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. These also include bank overdrafts that form an integral part of the Groups cash management. 2.17 Inventories Inventories are stated at the lower of cost and net realisable value. Costs incurred in bringing the inventories to their present location and condition are accounted for as follows: Raw materials: purchase costs on a first-in first-out basis; Finished goods and work-in-progress: costs of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity. These costs are assigned on a first-in first-out basis.
Where necessary, allowance is provided for damaged, 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 costs of completion and the estimated costs necessary to make the sale.
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2.18 Borrowing costs Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. 2.19 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: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition at fair value through profit or loss. Subsequent to initial recognition, financial liabilities at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value of the financial liabilities are recognised in profit or loss. The Group has not designated any financial liabilities upon initial recognition at fair value through profit or loss. 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.
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2.19 Financial liabilities (contd) Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. 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. 2.20 Provisions Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably. 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. 2.21 Employee benefits (a) Defined contribution plans The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations. 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 defined contribution 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 the employees. The estimated liability for leave is recognised for services rendered by employees up to the balance sheet date. (c) Share award scheme Employees of the Group receive remuneration in the form of fully paid shares as consideration for services rendered. The cost of these equity-settled share based payment transactions with employees is measured by reference to the fair value of the shares at the date on which the shares are granted. This cost is recognized in profit or loss.
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2.22 Leases 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 and 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 Finance leases which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. 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. The accounting policy for rental income is set out in Note 2.23(d). Contingent rents are recognised as revenue in the period in which they are earned. 2.23 Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of consideration received or receivable, excluding discounts, rebates, and sales 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:
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2.23 Revenue recognition (contd) (a) Sale of goods Revenue is recognised upon the transfer of significant risk and rewards of ownership of the goods to the customer, usually on delivery of goods. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated cost or the possible return of goods. (b) Interest income Interest income is recognised using the effective interest method. (c) Dividend income Dividend income is recognised when the Groups right to receive payment is established. (d) Rental income Rental income arising on warehouse space is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a straightline basis. (e) Technical support income Technical support income is recognized upon the provision of technical support services. 2.24 Taxes (a) Current income tax Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. 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 except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity. 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.
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2.24 Taxes (contd) (b) Deferred taxation Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all temporary differences, except: where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, 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 asset is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. 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.
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2.24 Taxes (contd) (b) Deferred taxation (contd) Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition. 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. (c) Sales tax Revenue, 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. 2.25 Share capital and share issue 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.
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2.26 Treasury shares The Groups own equity instruments, which are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Groups 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. 2.27 Segment reporting For management purposes, the Group is organised into operating segments based on the geographical locations of the operations. The management of the Company regularly reviews the segment results in order to allocate resources on each of the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 36, including the factors used to identify the reportable segments and the measurement basis of the segment information. 2.28 Contingencies A contingent liability is: (a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or 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 The amount of the obligation cannot be measured with sufficient reliability.
(b)
(ii)
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. 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. 2.29 Financial guarantee A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Financial guarantees are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequent to initial recognition, financial guarantees are recognised as income in profit or loss over the period of the guarantee. If it is probable that the liability will be higher than the amount initially recognised less amortisation, the liability is recorded at the higher amount with the difference charged to profit or loss.
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2.30 Government grants Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. Government grant shall be recognised in profit or loss on a systematic basis over the periods in which the entity recognises as expenses the related costs for which the grants are intended to compensate. Grants related to income may be presented as a credit in profit or loss, either separately or under a general heading such as Other income. Alternatively, they are deducted in reporting the related expenses. 2.31 Related parties A related party is defined as follows: (a) A person or a close member of that persons family is related to the Group and Company if that person: (i) (ii) (iii) (b) Has control or joint control over the Company; Has significant influence over the Company; or Is a member of the key management personnel of the Group or Company or of a parent of the Company.
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). One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). Both entities are joint ventures of the same third party. One entity is a joint venture of a third entity and the other entity is an associate of the third entity. 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; The entity is controlled or jointly controlled by a person identified in (a); 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).
(ii)
(iii) (iv) (v)
(vi) (vii)
3. ReVenue
Revenue of the Group principally represents the invoiced value of goods sold after allowances for goods returned and discounts. All intra-company transactions have been eliminated in arriving at the Groups revenue.
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4.
Other income
Group 2012 $000 Interest income Foreign exchange gain Gain on disposal of property, plant and equipment Gain on disposal of scrap Government grant Insurance claim and compensation Rental income Others 570 2,855 509 758 122 280 382 5,476 2011 $000 484 51 10,368 534 137 913 264 601 13,352
Included in gain on disposal of property, plant and equipment in 2011 is the gain from relocation of the factory owned by Changzhou Super Food Co. Ltd. The 100% owned subsidiary company had entered into a relocation and compensation agreement on 17October 2011 with the Qishuyan District Government and Jiangsu Province Changzhou Qishuyan Economic Development Zone Management Committee on the relocation of its Changzhou packaging plant in view of the re-zoning of the area pursuant to the city development plans of the Changzhou City Qishuyan District Peoples Government. The aggregate value of the compensation (comprising land and cash considerations) amounted to RMB62,670,000 resulting in a gain of RMB51,541,000, net of related expenses of RMB 3,000,000 was recognised in 2011.
5.
Profit from operating actiVities

The following items have been included in arriving at profit from operating activities: Group 2012 $000 Recognition of deferred gain Amortisation of intangible assets Allowances made for/(written back): - inventory obsolescence - doubtful trade receivables - doubtful non-trade receivables Audit fees paid to auditors of the Company Audit fees paid to other auditors Non-audit fees paid to auditors of the Company Non-audit fees paid to other auditors Inventories written off Impairment loss on property, plant and equipment Property, plant and equipment written off Depreciation of property, plant and equipment Operating lease expenses Foreign exchange loss/(gain) Staff costs Contributions to defined contribution plans (included in staffcosts) (3,143) 514 356 350 152 113 92 448 535 825 11,623 4,833 2,253 36,963 3,422 2011 $000 (3,143) 6 2,079 169 (652) 347 156 136 51 279 226 545 9,820 4,765 (51) 31,645 2,340
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6.
Finance costs
Group 2012 $000 Interest expense on bank borrowings (including bank overdrafts) Interest expense on hire purchase 25 20 45 2011 $000 217 22 239
7. Net gain/(loss) from investment securities

Group 2012 $000 Fair value gain/(loss) on quoted investment securities Gain on disposal of quoted investment securities Dividend income from quoted investment securities 1,287 72 1,359 2011 $000 (1,775) 5 95 (1,675)
8. TaXation
(a) Major components of income tax expense The major components of income tax expense for the years ended 31 December 2012 and 2011 are: Group 2012 $000 Current income tax - Current income tax - (Over)/under provision in respect of prior years 2011 $000
9,158 (1,318) 7,840
5,797 132 5,929
Deferred income tax - Origination and reversal of temporary differences - Benefits from previously unrecognised temporary differences - Overprovision in respect of previous years
1,333 (187) (253) 893
755 (171) (205) 379 6,308
Income tax expense recognised in the income statement
8,733
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8. Taxation (contd)
(b) Relationship between tax expense and accounting profit The reconciliation between the tax expense and the product of accounting profit multiplied by applicable corporate tax rate for the years ended 31 December 2012 and 2011 is as follows: 2012 $000 Profit before taxation Income tax at statutory tax rate Effect of different tax rates in other countries Benefits from previously unrecognised tax losses Expenses not deductible for tax purposes Tax incentives and income not subject to tax Utilisation of capital/reinvestment allowances previously not recognised Deferred tax assets not recognised (Over)/under provision of: - current taxation - deferred taxation Others Income tax expense recognised in the income statement 91,297 15,520 11,143 (187) 568 (17,711) (668) 1,675 (1,318) (253) (36) 8,733 2011 $000 70,179 11,930 9,978 (171) 2,231 (17,116) (1,005) 604 132 (205) (70) 6,308
Certain subsidiary companies have been granted tax incentives and/or exemptions in the country they operate in. A subsidiary company in Singapore is granted the Development and Expansion incentive (DEI) for an initial period of 6 years for certain qualifying activities from 1April 2006 to 31March 2012, and 2 years extension subject to fulfillment of certain conditions set out in the tax incentive certificate. Under the incentive, profits generated from the qualifying activities will be taxed at a concessionary rate of 10%. As at 31 December 2012, the subsidiary company is seeking confirmation that one of the conditions is also considered as met. The subsidiary company is currently negotiating with the relevant authority to extend the DEI Scheme for which it believes approval will be forthcoming, and for purposes of its tax provision has applied the concessionary rate of 10%. A subsidiary company in Malaysia had been granted a 5 year pioneer status by the local tax authority from July 2006 with an option to extend its pioneer status for another 3 years after the end of the initial term, subject to compliance with terms and conditions of the tax incentive. All qualifying income earned during the pioneer status will be exempt from tax. The subsidiary has applied for 3 years extension subsequent to the expiry of 5 years period. The extension of pioneer status was subjected to certain required conditions. The subsidiary has verified all transactions and documentations to ensure it has fulfilled the required conditions. During the financial year, the local tax authority has approved the application for 3 years extension of pioneer status from 1 August 2011 to 31 July 2014.
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9.
Earnings per share

Basic earnings per share from continuing operations are calculated by dividing profit from continuing operations, net of tax, attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial year. Diluted earnings per share from continuing operations are calculated by dividing profit from continuing operations, net of tax, attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial year. The following tables reflect the profit and share data used in the computation of basic and diluted earnings per share for the years ended 31 December: Group 2012 $000 Profit from continuing operations, net of tax, attributable to owners of the Company, used in the computation of basic and diluted earnings per share 2011 $000
79,044
61,898
No. of shares 2012 000 Weighted average number of ordinary shares included in the calculation of basic earnings per share and adjusted for the effect of dilution *
*
2011 000
557,495
557,403
The weighted average number of shares takes into account the weighted average effect of changes in treasury share transactions during the year.
The basic and diluted earnings per share are calculated by dividing the profit for the year attributable to owners of the Company by the weighted average number of ordinary shares for basic earnings per share computation and weighted average number of ordinary shares for diluted earnings per share computation respectively. These profit and share data are presented in the tables above.
99
100
10. Property, plant and eQuipment
- 31 December 2012
A NEW ERA
Group
Freehold land $000 Buildings $000 Total $000
Leasehold land and buildings $000 Assets under construction $000 Plant and machinery $000 Motor vehicles $000 Other assets $000
Cost At 1 January 2011 Additions Disposals Written off Reclassification Translation difference 26,163 1,860 1,451 (300) 42,661 2,476 (4,287) 1,512 2,859 58,948 (1,606) 2,537 85,484 6,192 (706) (3,143) (301) 666 8,586 1,498 (1,000) (2) (18) 77 16,975 2,681 (127) (638) 474 130 192,321 73,655 (6,120) (3,783) 4,410
9,593 (212)
At 31 December 2011 and 1 January 2012 Additions Disposals Disposal of a subsidiary company Written off Reclassification Translation difference 29,174 468 (1,059) 28,583 66,490 78,432 91,253 (1,040) 24,470 (2,376) (31,659) (3,952) (3,906) (52) 7,075 (3,194) (160) 8,498 42,362 4,728 (1,654) 62,738 51,305 88,192 7,179 (4,041) 9,141 1,228 (1,711)
9,381
19,495 3,509 (307) (133) (25) 114 (727) 21,926
260,483 68,417 (7,713) (4,039) (1,117) (11,700) 304,331
(232)
At 31 December 2012
9,149
10. Property, plant and equipment (contd)
- 31 December 2012
Group
Freehold land $000 Buildings $000 Total $000
Leasehold land and buildings $000 Assets under construction $000 Plant and machinery $000 Motor vehicles $000 Other assets $000
Accumulated depreciation and impairment At 1 January 2011 Depreciation charge for the year Disposals Written off Impairment losses Translation difference 5,579 774 (115) 1,533 (2,695) 364 5,234 (490) (2,797) 226 241 815 (991) (2) 21 1,464 (71) (439) 78 10,620 59,496 6,071 9,346 91,112 9,820 (4,247) (3,238) 226 589
718 2,527 (1,419) 5,892 (3,949) 773 (1,599)
6,238
9,822
61,910
5,914
10,378 1,713 (260)
94,262 11,623 (7,227)
At 31 December 2011 and 1 January 2012 Depreciation charge for the year Disposals Disposal of a subsidiary company Written off Impairment losses Translation difference (208) (413) 10,289 6,748 (228) (3,253) (40) 535 (1,797) 59,298 (73) 5,015
(121) (24) (411) 11,275
(3,374) (292) 535 (2,902) 92,625
At 31 December 2012
Net carrying amount At 31 December 2012 21,835 22,936 32,540 56,201
9,149
78,432 62,738
31,955 26,282
3,483 3,227
10,651 9,117
211,706 166,221
At 31 December 2011
9,381
101

- 31 December 2012

Leasehold land and buildings $000 Plant and machinery $000 Motor vehicles $000 Other assets $000
Company
Total $000
Cost At 1 January 2011 Additions At 31 December 2011, 1 January 2012 and 31 December 2012 Accumulated depreciation At 1 January 2011 Depreciation charge for the year At 31 December 2011 and 1 January 2012 Depreciation charge for the year At 31 December 2012 Net carrying amount At 31 December 2012 At 31 December 2011 (a)
373
373
373
373
45 5
45 5
50 6 56
50 6 56
317 323
317 323
Included in leasehold land and buildings are land use rights owned by certain subsidiaries of the Group. The net book value of land use rights acquired amounted to approximately $7,704,000 (2011: $5,448,000). During the year, the Group acquired property, plant and equipment with an aggregate cost of $Nil (2011: $837,000) by hire purchase. The total cash outflow for acquisition of property, plant and equipment amounted to $63,292,000 (2011: $73,076,000). Assets under construction are mainly located in Singapore, Malaysia and China. Other assets comprise electrical installation, furniture and fittings, air-conditioners, computer equipment, laboratory equipment, office equipment and renovation.
(b)
(c) (d)
102
A NEW ERA

- 31 December 2012

(e) Included in property, plant and equipment are the following: Group 2012 $000 Carrying amount of assets: Acquired under hire purchase agreements (Note 25): - motor vehicles - other assets 2011 $000
995 16 1,011
1,300 20 1,320
Pledged to banks for banking facilities granted (Note 26): - Freehold land and building - Plant and machinery
12,082 12,082
12,511 3,497 16,008
(f)
The depreciation charge for the Group is recognised in the following line items of the Income Statement: Group 2012 $000 Cost of sales General and administrative expenses 9,871 1,752 11,623 2011 $000 8,025 1,795 9,820
(g)
During the financial year, a subsidiary of the Group, Wuxi Super Food Technology Co., Ltd, carried out a review of the utilisation of its plant and machinery and an impairment charge of $535,000 (2011: $226,000), representing the writedown of these equipment to the recoverable amount, was recognised in other expenses.
103

- 31 December 2012
11. Intangible assets

Group Goodwill on consolidation $000 Trademark $000 Total $000
Cost At 31 December 2011 and 2012 Accumulated amortization At 31 December 2011 and 2012 Net carrying amount At 31 December 2012 At 31 December 2011 (a) Goodwill
3,044
964
4,008
964
964
3,044 3,044
3,044 3,044
Goodwill arising from business combinations has been allocated to 3 individual cash-generating units (CGUs), which are part of the Singapore reportable segment, as follows: Group 2012 $000 Super Continental Pte Ltd Owl International Pte Ltd Super Investment Holdings Pte Ltd 969 2,068 7 3,044 2011 $000 969 2,068 7 3,044
For goodwill impairment testing, the recoverable amounts of the CGUs have been determined based on value-in-use calculations using cash flow projections based on financial budgets approved by management covering a five year period. The pre-tax discount rate applied to the cash flow projections is 5.0% to 6.0% (2011: 5.5% to 6.0%). The calculations of value in use for the CGUs are most sensitive to the following assumptions: Budgeted gross margins Gross margins are based on average values achieved in the three years preceding the start of the budget period. These are increased over the budget period for anticipated efficiency improvements. Growth rates The growth rates are based on past performance and managements expectations of market development. Pre-tax discount rates Discount rates represent the current market assessment of the risks specific to each CGU. This is the benchmark used by management to assess operating performance and to evaluate future investment proposals. (b) Amortisation The amortisation charge for the Group is recognised in general and administrative expenses in the Income Statement.
104
A NEW ERA

- 31 December 2012
12. InVestment in subsidiary companies

Company 2012 $000 Unquoted equity shares - at cost Impairment losses 101,419 (4,219) 97,200 (a) Details of the subsidiary companies are as follows: Name of subsidiary companies (Country of incorporation) Principal activities (Place of business) Effective equity held by the Group 2012 2011 % % 100 100 2011 $000 101,419 (4,219) 97,200
Super Coffee Corporation Pte Ltd(1) (Singapore)
Manufacture and distribution of beverages and food products (Singapore) Investment holding (Singapore)
Super Food Investment International Pte Ltd(1) (Singapore) Beecomb Food Industries Pte Ltd(1) (Singapore) SCML Overseas Pte Ltd (1) (Singapore) Super Vending Pte Ltd (1) (Singapore) Super Monte Marketing Pte Ltd (1) (Singapore) Super Continental Pte Ltd (1) (Singapore)
100
100
Investment holding (Singapore) Investment holding (Singapore) Investment holding (Singapore) Dormant
58.67
58.67
100
100
100
70
100
100
Manufacture and distribution of non-dairy creamer (Singapore) Manufacture and distribution of beverages and food products (Singapore) Investment holding (Singapore) Manufacture and distribution of beverages and food products (Malaysia) Manufacture and distribution of beverages (Thailand)
100
100
Owl International Pte Ltd (1) (Singapore)
100
100
Super Investment Holdings Pte Ltd(7) (Singapore) Super Food Technology Sdn Bhd(2) (Malaysia)
100
100
100
100
SCML (Thailand) Co., Ltd (2) (Thailand)
99.99
99.99
105

- 31 December 2012
12. Investment in subsidiary companies (contd)

(a) Details of the subsidiary companies are as follows (contd): Name of subsidiary companies (Country of incorporation) Principal activities (Place of business) Effective equity held by the Group 2012 2011 % % 100 100
PT Super Aneka Foods & Beverages (Indonesia) Super U&U (Hong Kong) Ltd (3) (Hong Kong) Haddington Enterprises Ltd (3) (Hong Kong) Super Coffeemix (Russia) LLC (7) (Russia) Wuxi Super Food Technology Co., Ltd (4) (Peoples Republic of China)
Dormant
Distribution of beverages (Hong Kong) Dormant
100
100
100
100
Dormant
100
100
Manufacture and distribution of non-dairy creamer (Peoples Republic of China) Manufacture and distribution of beverages (Peoples Republic of China) Manufacture of beverages and food products (Peoples Republic of China) Dormant
90
90
Changzhou Super Food Co., Ltd(5) (Peoples Republic of China)
100
100
Changzhou Super Chartered Food Co., Ltd (5) (Peoples Republic of China) Shantou SEZ Perfect Foods Industries Co., Ltd (7) (Peoples Republic of China) Super Coffeemix Ltd (7) (Myanmar)
100
100
58.67
58.67
Manufacture and distribution of beverages (Myanmar) Manufacture and distribution of beverages (Vietnam) Manufacture of cereal related products (Peoples Republic of China) Provision of vending machine services (Singapore) Manufacture and distribution of soluble coffee powder (Malaysia) Dormant
60
60
Super Coffeemix Vietnam Ltd (6) (Vietnam) Changzhou Super Technology Development Co., Ltd (5) (Peoples Republic of China) Super Multi Vending Pte Ltd (Singapore) (1) Super Food Specialists (M) Sdn Bhd(2) (Malaysia)
100
100
100
100
70
100
100
Owl Food Manufacture (M) Sdn Bhd(2) (Malaysia)
100
100
106
A NEW ERA

- 31 December 2012

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

- 31 December 2012

(b) Acquisition of non-controlling interests: On 31 March 2012, the Groups subsidiary company, Super Food Technology Sdn Bhd (SFT), acquired the remaining 20% non-controlling equity interest comprising 1,230,000 ordinary shares in Super NHF Canning Sdn Bhd. (NHF) at a nominal consideration of RM1.00. As a result of this acquisition, NHF became a wholly-owned subsidiary of SFT, and total interest in Super Food Marketing Sdn Bhd (SFM) increased by 8% to 96%. The carrying value of the net assets of NHF at 31 March 2012 was $531,000, and the carrying value of the additional interest acquired was $106,000. The carrying value of the net assets of SFM at 31 March 2012 was $1,049,000 and the carrying value of the additional interest acquired was $18,000. The difference between the consideration and the carrying value of the additional interest acquired has been recognized as Discount on acquisition of non-controlling interests within equity. (i) The following summarises the effect of the change in the Groups ownership interest in NHF on the equity attributable to the owners of the Company: $000 Consideration paid for acquisition of non-controlling interests Decrease in equity attributable to non-controlling interests Increase in equity attributable to owners of the company (ii) 106 106
The following summarises the effect of the change in the Groups ownership interest in SFM on the equity attributable to owners of the company: $000 Consideration paid for acquisition of non-controlling interests Decrease in equity attributable to non-controlling interests Increase in equity attributable to owners of the company 18 18
On 30 August 2012, the Groups subsidiary company, Super Coffee Corporation Pte. Ltd. (SCCPL) acquired an additional 10% equity interest comprising 45,000 ordinary shares in Super Vending Pte Ltd. (SVPL) at a consideration of S$86,000. As a result of this acquisition, SCCPL held 80% equity interest in SVPL comprising 360,000 ordinary shares in SVPL. The carrying value of the net assets of SVPL at 30 August 2012 was $1,198,000, and the carrying value of the additional interest acquired was $120,000. The difference between the consideration and the carrying value of the additional interest acquired has been recognized as Discount on acquisition of non-controlling interests within equity.
108
A NEW ERA

- 31 December 2012

(b) Acquisition of non-controlling interests (contd): (iii) The following summarises the effect of the change in the Groups ownership interest in SVPL on the equity attributable to owners of the company: $000 Consideration paid for acquisition of non-controlling interests Decrease in equity attributable to non-controlling interests Increase in equity attributable to owners of the company 86 120 34
On 12 December 2012, SCCPL acquired the remaining equity interest comprising 90,000 ordinary shares in SVPL at a consideration of $230,000. As a result of this acquisition, SVPL became a wholly-owned subsidiary of SCCPL. The carrying value of the net assets of SVPL at 31 December 2012 was $851,000, and the carrying value of the additional interest acquired was $171,000. The difference between the consideration and the carrying value of the additional interest acquired has been recognised as Discount on acquisition of non-controlling interests within equity. (iv) The following summarises the effect of the change in the Groups ownership interest in SVPL on the equity attributable to owners of the company: $000 Consideration paid for acquisition of non-controlling interests Decrease in equity attributable to non-controlling interests Decrease in equity attributable to owners of the company 230 171 59
The following summarises the effect of the overall change in the Groups ownership interest in the above mentioned subsidiaries on the equity attributable to owners of the company: $000 Consideration paid for acquisition of non-controlling interests Decrease in equity attributable to non-controlling interests Increase in equity attributable to owners of the company 316 415 99
109

- 31 December 2012
13. InVestment in associated companies

Group 2012 $000 Unquoted equity shares, at cost Share of post acquisition reserves 3,369 (704) 2,665 (a) Details of the associated companies are as follows: Name of associated companies (Country of incorporation) Principal activities (Place of business) Effective equity held by the Group 2012 2011 % % 30.0 30.0 2011 $000 3,369 (279) 3,090 2012 $000 706 706 Company 2011 $000 706 706
San Miguel Super Coffeemix Co., Inc(1) (Philippines)
Packing and distribution of beverages (Philippines) Investment holding (Singapore) Marketing, distribution and sales of instant beverages (Indonesia) Manufacturing and distribution of food products (Mongolia)
Sun Resources Holdings Pte Ltd(2) (Singapore) Ceres Super Pte Ltd (4) (Singapore) BS Global LLC (5) (Mongolia) Held through an associated company Changzhou Care Real Estate Co., Ltd (3) (Peoples Republic of China)
35.3
35.3
40
40
30
30
Real estate development and consultancy (Peoples Republic of China) Real estate development and consultancy (Peoples Republic of China) Investment holding (Singapore)
32.7
32.7
Changzhou Care Real Estate Development Co., Ltd (3) (Peoples Republic of China) Sun Development Pte. Ltd (2) (Singapore)
(3) (4) (5)
(1) (2)
33.2
33.2
35.3
Audited by KPMG Audited by Low Seow Chye & Co. Audited by Changzhou Yongshen Renhe CPA Co., Ltd Audited by PriceWaterhouse Coopers Audited by Ulaanbaatar Audit Corporation LLC
The Group had entered into a sales agreement to sell its investment in PSC on 28 February 2011. The agreed sales price was S$24m (which was the Groups initial cost of purchase), and on 7 June 2011, the disposal was completed which resulted in a loss on disposal of approximately S$0.7m for the Group after deducting expenses incurred in respect of the divestment.
110
A NEW ERA

- 31 December 2012
13. Investment in associated companies (contd)

(b) The financial information of the associated companies, not adjusted for the proportion of ownership interest held by the Group, is as follows: 2012 $000 Assets and liabilities: Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Results: Revenue Profit before tax Tax Profit for the year 2011 $000
184,250 4,848 189,098 169,349 169,349
167,087 3,335 170,422 149,126 149,126
78,547 1,262 (752) 510
81,696 5,753 (856) 4,897
111

- 31 December 2012
14. InVestment in joint Venture companies

Group 2012 $000 Interests in joint venture companies Impairment losses Share of post acquisition reserves 13,828 (3,828) 2,818 12,818 (a) Details of the joint venture companies are as follows: Name of joint venture companies (Country of incorporation) Principal activities (Place of business) Effective equity held by the Group 2012 2011 % % 50 50 2011 $000 13,828 (3,828) 2,818 12,818 2012 $000 13,828 (3,828) 10,000 Company 2011 $000 13,828 (3,828) 10,000
JHS Holding Pte Ltd (Singapore) Tianjin Super Lifestyle Food Development Co., Ltd (Peoples Republic of China) Held through joint venture companies Ningxia Yin Ou Super Lifestyle Food Co., Ltd (Peoples Republic of China)
Investment holding (Singapore) Manufacture and distribution of convenience foods (Peoples Republic of China)
50
50
Manufacture of potato flour and processing of flour precipitates (Peoples Republic of China)
25
25
JHS Holding Pte Ltd (JHS) was initially incorporated for the purpose of holding investments in the Peoples Republic of China. On 2 July 2010, JHS completed the divestment of 49% interest in Jiangsu Hengshun Seasonings and Foods Co., Ltd. The Group had placed JHS under Members Voluntary Liquidation on 3 January 2011 and closure of the liquidation process is pending the receipt of IRAS tax clearance. (b) The aggregate amounts of current assets, non-current assets, current liabilities, non-current liabilities, income and expenses related to the Groups interests in the jointly-controlled entities are as follows: Group 2012 $000 Assets and liabilities: Current assets Non-current assets Total assets Current liabilities, representing total liabilities 2011 $000
13,854 2,506 16,360 1,966
13,919 2,663 16,582 2,089
There was no income and expenses related to the Groups interests in the jointly-controlled entities which were dormant during the year.
112 A NEW ERA

- 31 December 2012
15. Other receiVables and deposits

(a) Other receivables (non-current): Group 2012 $000 Loan to subsidiary companies Quasi-equity loans to associated companies 10,275 10,275 Compensation for relocation of factory Allowance for doubtful receivables from subsidiary companies 10,275 2011 $000 6,954 6,954 3,361 10,315 2012 $000 2,772 9,267 12,039 (2,772) 9,267 Company 2011 $000 3,110 6,954 10,064 (3,110) 6,954
Loans to subsidiary and associated companies are non-trade related, unsecured, non-interest bearing and are to be settled in cash. The amounts are not expected to be repaid within the next 12 months. Group 2012 $000 Movements in allowance account: At 1 January Exchange differences At 31 December 2011 $000 2012 $000 Company 2011 $000
3,110 (338) 2,772
3,132 (22) 3,110
Other receivables (non-current) are denominated in the following currencies: Group 2012 $000 Singapore dollar Indonesia Rupiah Chinese Renminbi United States dollar Total 9,267 1,008 10,275 2011 $000 6,954 3,361 10,315 2012 $000 9,267 2,772 12,039 Company 2011 $000 6,954 3,110 10,064
113

- 31 December 2012
15. Other receivables and deposits (contd)

(b) Other receivables, prepayments and deposits (current): Group 2012 $000 Amount due from joint venture company Sundry debtors Compensation from relocation of factory Loan to associated company Deposits Staff loans and advances Prepayments 2011 $000 2012 $000 Company 2011 $000
981 1,452 4,148 766 66 1,403 8,816
1,089 1,140 5,975 543 871 55 1,193 10,866
7 7
18 5 23
The sundry debtors and deposits are unsecured, non-interest bearing and are to be settled in cash. The amount due from joint venture company and loan to associated company is non-trade related, unsecured, non-interest bearing, repayable upon demand and is to be settled in cash. Included in prepayments are prepayments for construction of a factory extension amounting to approximately $Nil (2011: $9,000). Other receivables and deposits (current) are denominated in the following currencies: Group 2012 $000 Singapore dollar United States dollar Chinese Renminbi Malaysia Ringgit Thai Baht Others Total 495 1,045 5,170 252 218 233 7,413 2011 $000 551 1,717 6,760 134 265 246 9,673 2012 $000 6 1 7 Company 2011 $000 23 23
114
A NEW ERA

- 31 December 2012
16. Deferred taXation

Net deferred tax liabilities Group 2012 $000 Deferred tax assets Unutilised tax losses and capital allowances Others Total Deferred tax liabilities Excess of net book value over tax written down value of property, plant and equipment Others Total Net deferred tax liabilities 2011 $000 2012 $000 Company 2011 $000
17 17
248 180 428
180 180
(4,952) (39) (4,991) (4,974)
(4,865) (4,865) (4,437)
(39) (39) (39)
180
Deferred tax assets have not been recognised in respect of the following temporary differences: Group 2012 $000 Tax losses Capital and reinvestment allowances 15,898 3,104 19,002 2011 $000 5,906 3,243 9,149
The unutilised tax losses and unabsorbed capital and reinvestment allowances are subject to compliance with the relevant provisions of the tax legislation and agreement by the relevant tax authorities in the respective countries in which certain subsidiary companies operate. The tax losses of a subsidiary company amounting to $680,000 (2011: $680,000) will expire between 2013 and 2014 (2011: 2012 and 2014). The deferred tax assets have not been recognised as it is uncertain that future taxable profit will be available against which the relevant subsidiary companies can utilise the benefits.
115

- 31 December 2012
17. InVentories
Group 2012 $000 Raw materials Packing materials Work-in-progress Finished goods Spare parts Goods-in-transit 33,263 10,534 2,639 27,523 393 8,355 82,707 Inventories are stated after deducting allowance for inventory obsolescence of: The following items were recorded in income statement for the year: Allowance for inventory obsolescence Inventories written off 3,245 2011 $000 34,287 10,059 3,102 35,673 431 9,481 93,033 4,032
514 448
2,079 279
116
A NEW ERA

- 31 December 2012
18. Trade receiVables

Group 2012 $000 Trade receivables Allowance for impairment 97,735 (2,090) 95,645 2011 $000 80,015 (1,912) 78,103
Included in trade receivables is an amount due from an associate of $1,862,000 (2011: $2,207,000) which is unsecured, noninterest bearing, repayable upon demand. Trade receivables are non-interest bearing and are generally on 30 to 90 day terms. They are recognised at their original invoiced amounts which represent their fair value on initial recognition. As at balance sheet date, trade receivables arising from export sales amounting to $753,000 (2011: $1,299,000) were arranged to be settled via letters of credit issued by reputable banks. Trade receivables of the Group is denominated in the following currencies: Group 2012 $000 Singapore dollar United States dollar Thai Baht Chinese Renminbi Malaysia Ringgit Others Total 9,205 26,369 32,811 20,715 7,841 794 97,735 2011 $000 8,267 21,856 22,168 16,394 11,211 119 80,015
117

- 31 December 2012
18. Trade receivables (contd)

(a) Trade receivables that are past due but not impaired The Group has trade receivables amounting to $23,793,000 (2011: $21,595,000) that are past due at the balance sheet date but not impaired. These receivables are unsecured and the analysis of their aging at the balance sheet date is as follows: Group 2012 $000 Trade receivables past due: Less than or 30 days 31 to 60 days 61 to 90 days 91 to 120 days More than 120 days 2011 $000
16,792 3,961 1,041 521 1,478 23,793
12,931 3,820 1,134 774 2,936 21,595
(b)
Trade receivables that are impaired The Groups trade receivables that are impaired at the balance sheet date and the movements of the allowance account used to record the impairment are as follows: Group 2012 $000 Trade receivables nominal amounts Allowance for impairment 3,414 (2,090) 1,324 Movements in allowance account: At 1 January Charge for the year Written off Exchange differences At 31 December (1,912) (356) 136 42 (2,090) (1,719) (169) (24) (1,912) 2011 $000 2,017 (1,912) 105
Trade receivables that are determined to be impaired at the balance sheet date relate to outstanding receivables that are more than 120 days and deemed uncollectible and/or that are in significant financial difficulties or have defaulted on payments. Included in the trade receivables was $1,698,000 which was not fully impaired previously as it was secured on a property in Russia. However, owing to the difficulty in obtaining legal title to this property, full impairment was made in 2010.
118
A NEW ERA

- 31 December 2012
19. Amounts due from subsidiary companies

Company 2012 $000 Trade Allowance for impairment 2,073 (2,073) Non-trade Allowance for impairment 100,238 (1,876) 98,362 98,362 2011 $000 2,212 (2,212) 63,332 (2,418) 60,914 60,914
Amounts due from subsidiary companies are unsecured, non-interest bearing, repayable upon demand and are to be settled in cash. Company 2012 $000 Movements in allowance account: At 1 January Written off Exchange differences At 31 December Amounts due from subsidiary companies are denominated in the following currencies: Company 2012 $000 Singapore dollar United States dollar Thai Baht Total 90,799 10,424 1,088 102,311 2011 $000 56,959 5,794 2,791 65,544 2011 $000
4,630 (649) (32) 3,949
4,598 32 4,630
119

- 31 December 2012
20. InVestment securities

Group and Company 2012 2011 $000 $000 Held-for-trading investments - Equity instruments (quoted)
2,976
1,856
Changes in fair value of held-for-trading investments are recorded in Net gain/(loss) from investment securities.
21. Cash and short-term deposits

Group 2012 $000 Cash and bank balances Short-term deposits 85,005 27,189 112,194 (670) 111,524 2011 $000 83,305 39,367 122,672 (779) 121,893 2012 $000 1,790 16,502 18,292 18,292 Company 2011 $000 9,526 30,176 39,702 39,702
Bank overdrafts (secured) Cash and cash equivalents
Cash balances earn interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group and the Company, and earn interest at the respective short-term deposit rates. The average effective interest rate of short-term deposits is 3.12% (2011: 2.31%) per annum. Cash, bank balances and fixed deposits with banks are denominated in the following currencies at 31 December: Group 2012 $000 Singapore dollar United States dollar Euro Malaysia Ringgit Chinese Renminbi Thai Baht Others 9,559 59,882 213 3,728 29,875 8,514 423 112,194 2011 $000 32,045 38,445 20,222 2,098 23,112 6,295 455 122,672 2012 $000 905 17,166 213 8 18,292 Company 2011 $000 13,534 5,926 20,222 20 39,702
The bank overdrafts are secured by land and building of a subsidiary company and a corporate guarantee from the Company. They are repayable on demand and bear interest at 6.85% (2011: 6.85%-8.60%) per annum.
120
A NEW ERA

- 31 December 2012
22. Trade payables

Trade payables are non-interest bearing. Trade payables are normally settled on 60 day terms. Trade payables of the Group is denominated in the following currencies: Group 2012 $000 Singapore dollar United States dollar Malaysia Ringgit Chinese Renminbi Thai Baht Others Total 7,284 9,556 2,664 19,157 1,193 202 40,056 2011 $000 7,216 5,411 2,490 19,856 546 75 35,594
23. Other payables and accruals

Group 2012 $000 Accrued operating expenses Accrued payroll and related expenses Payables for property, plant and equipment Payables to joint venture company Other payables Advance payments and deposits from customers 27,896 11,562 5,125 12,810 10,077 67,470 1,011 68,481 2011 $000 27,822 10,036 3,356 12,810 9,308 63,332 765 64,097 2012 $000 76 550 12,810 79 13,515 13,515 Company 2011 $000 44 490 12,810 60 13,404 13,404
Included in payables to joint venture company is an amount payable to JHSHolding Pte Ltd, which is to be settled against the net investment upon completion of its Members Voluntary Liquidation. Other payables are unsecured, non-interest bearing and expected to be repaid within the next 12 months.
121

- 31 December 2012
24. Amounts due to subsidiary companies

Company 2012 $000 Trade Non-trade 119 4,515 4,634 2011 $000 102 3,557 3,659
Amounts due to subsidiary companies are unsecured, non-interest bearing, repayable on demand and are to be settled in cash. Amounts due to subsidiary companies are denominated in the following currencies: Company 2012 $000 Singapore dollar United States dollar Thai Baht Indonesia Rupiah Total 96 1,440 3,098 4,634 2011 $000 97 1,524 1,667 371 3,659
25. Hire purchase creditors

The Group entered into hire purchase agreements for certain items of motor vehicles and other assets (Note 10). The average range of discount rates implicit in the agreements is 2.00% to 4.14% (2011: 2.00% to 4.14%). Future minimum lease payments together with the present value of the net minimum lease payments are as follows: Group Minimum lease payments 2012 $000 239 412 651 (57) 594 Present value of payments 2012 $000 217 377 594 594 Minimum lease payments 2011 $000 239 638 877 (78) 799 Present value of payments 2011 $000 217 582 799 799
Not later than one year Later than one year Total minimum lease payments Amount representing finance charges Present value of minimum lease payments
122
A NEW ERA

- 31 December 2012
26. Bank borrowings

Group 2012 $000 Current: Bank loans (secured) 2011 $000
911
The secured bank loans of the Group which carried interest at 6.75% per annum and was repayable by 60 equal monthly installments commencing on 1 November 2007 had been fully repaid during the financial year.
27. Deferred gain

In January 2007, the Group completed the sale and leaseback arrangement with HSBC Institutional Trust Services (Singapore) Limited as a trustee of Ascendas Real Estate Investment Trust, for the sale of its property at Senoko. The Group has leased back the property for a period of 7years commencing on 8 January 2007. An option was granted by HSBC Institutional Trust Services (Singapore) Limited to the Company to renew the lease for a further term of seven years upon expiry of the initial term of 7 years subject to the consent of the relevant authority. The agreed rental is $3,376,000 per annum and will escalate at 2% per annum during the initial term. On renewal, the rental will be renegotiated based on prevailing market rates. An excess of $22,000,000 of the sales proceeds over the fair value of the property was deferred and recognised over the leaseback period of 7 years at $3,143,000 per annum. Group $000 Excess of sales proceeds over fair value At 31 December 2011 and 31 December 2012 Accumulated gain recognised At 31 December 2011 Recognised for the year At 31 December 2012 Deferred gain At 31 December 2012 At 31 December 2011 2012 $000 Disclosure in balance sheet: Not later than one year Later than one year At 31 December
22,000
15,714 3,143 18,857
3,143 6,286 2011 $000
3,143 3,143
3,143 3,143 6,286
123

- 31 December 2012
28. Share capital and treasury shares

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

- 31 December 2012
29. ReserVes
Group 2012 $000 Asset revaluation reserve Capital reserve Reserve on consolidation Statutory reserve Foreign currency translation reserve Dividend reserve Discount on acquisition of non-controlling interests Gain on reissuance of treasury shares reserve Accumulated profits 895 94 358 7,011 (27,024) 28,435 99 135 225,564 235,567 (a) Asset revaluation reserve The asset revaluation reserve represents increases in the fair value of the Groups leasehold land and buildings, net of tax, and decreases to the extent that such decrease relates to an increase on the same asset previously recognised in other comprehensive income. (b) Capital reserve The capital reserve represents a one-time tax incentive granted to a foreign subsidiary in accordance with the laws of the foreign jurisdiction and the Groups share of joint venture companys capital reserves. (c) Reserve on consolidation Reserve on consolidation represents the difference between the fair value of the net assets and the purchase consideration in respect of the subsidiary companies acquired prior to 1 January 2001. (d) Statutory reserve fund In accordance with the Foreign Enterprise Law applicable to the subsidiary companies in the Peoples Republic of China (PRC) and Thailand, the subsidiary companies are required to make appropriation to a Statutory Reserve Fund (SRF). In the PRC, at least 10% of the statutory profits after tax as determined in accordance with the applicable PRC accounting standards and regulations must be allocated to the SRF until the cumulative total of the SRF reaches 50% of the subsidiary companies registered capital. Subject to approval from the relevant PRC authorities, the SRF may be used to offset any accumulated losses or increase the registered capital of the subsidiary companies. In Thailand, the subsidiary company is required to allocate at least 5% of its profit each time a dividend is paid out, until the SRF reaches 10% of its registered share capital. The SRF in both countries are not available for dividend distribution to shareholders. (e) Foreign currency translation reserve The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Groups presentation currency.
Company 2011 $000 1,563 94 358 2,473 (12,054) 21,184 42 189,976 203,636 2012 $000 28,435 135 24,875 53,445 2011 $000 21,184 42 14,142 35,368

- 31 December 2012
29. Reserves (contd)

(f) Dividend reserve The dividend reserve represents amounts transferred from accumulated profits for dividends proposed by the directors on or before the balance sheet date. (g) Fair value reserve Fair value reserve represents the Groups share of associated and joint venture companies fair value reserves and the cumulative fair value changes, net of tax, on available-for-sale financial assets until they are disposed of or impaired. (h) Gain or loss on reissuance of treasury shares This represents the gain or loss arising from purchase, sale, issue or cancellation of treasury shares. No dividend may be paid, and no other distribution (whether in cash or otherwise) of the Companys assets (including any distribution of assets to members on a winding up) may be made in respect of this reserve. (i) Discount on acquisition of non-controlling interests This represents the difference between the consideration and the carrying value of the additional equity interest in a subsidiary acquired from its non-controlling interest.
30. DiVidends
Group and Company 2012 2011 $000 $000 Declared and paid during the year: Dividends on ordinary shares: - Final exempt (one-tier) dividend for 2011: 3.8 cents (2010: 3.6 cents) per share - Interim exempt (one-tier) dividend for 2012: 2.0 cents (2011: 2.0 cents) per share
21,184 11,151 32,335
20,065 11,149 31,214
Proposed but not recognised as a liability as at 31 December: Dividends on ordinary shares subject to shareholders approval at the AGM: - Final exempt (one-tier) dividend for 2012: 5.1 cents (2011: 3.8 cents) per share
28,435
21,184
126
A NEW ERA

- 31 December 2012
31. Commitments and contingencies

(a) Operating lease commitments as lessee The Group and Company have entered into commercial leases for the use of leasehold land, warehouses and offices. There are no restrictions placed upon the Group or the Company by entering into these leases. Future minimum lease payments under non-cancellable operating leases as at 31December 2012 are as follows: Group 2012 $000 Not later than one year Later than one year but not later than five years Later than five years 4,872 1,765 8,010 14,647 (i) 2011 $000 4,641 5,484 7,869 17,994 2012 $000 Company 2011 $000
The 30-year lease of a subsidiary companys leasehold land, with an option to renew for 28 years, will expire on 28 February 2027. The lease rental is subject to an annual revision based on the market rent prevailing at the time of revision. The Group leases a number of premises for warehouse and office purposes under operating leases.
(ii) (b)
Operating lease commitments as lessor The Group has entered into commercial property leases on its properties. These non-cancellable leases have remaining lease terms of between one and four years. All leases include a clause to enable upward revision of the rental charge on an annual basis based on prevailing market conditions. Future minimum rental receivable under non-cancellable operating leases as at 31December 2012 are as follows: Group 2012 $000 Not later than one year Later than one year but not later than five years 431 555 986 2011 $000 312 428 740 2012 $000 Company 2011 $000
127

- 31 December 2012
31. Commitments and contingencies (contd)

(c) Capital commitments Capital expenditure contracted for as at balance sheet date but not recognised in the financial statements are as follows: Group 2012 $000 Capital commitments in respect of property, plant and equipment (d) Other commitments (i) As at balance sheet date, the Group had committed to the following equipment location fee as follows: Group 2012 $000 Not later than one year Later than one year but not later than five years (ii) Forward commitments As at the balance sheet date, the Group had outstanding contracts as follows: Group 2012 $000 Purchase raw materials (iii) Guarantees The Company had provided the following guarantees as at 31 December: Company 2012 $000 Guarantees given to financial institutions as security for credit facilities granted to subsidiary companies (iv) 2011 $000 75,085 2011 $000 48,396 2011 $000 24 16 40 43,487 2011 $000 20,298
25,825
30,499
The Company has provided letters of financial support to certain subsidiary companies.
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- 31 December 2012
32. Related party disclosures

(a) Sale and purchase of goods and services In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions between the Group and related parties took place at terms agreed between the parties during the financial year: Group 2012 $000 Related parties Loans and advances to associated company Refund of prepayments to associated company Income from a non-controlling interest Sales of finished goods to associated companies Accounting fees charged to associated company Marketing fees paid to firms related to key management personnel of the Company (b) 2011 $000 2012 $000 Company 2011 $000
(2,808) 30,728 12
(543) (2,033) 29 15,132 12
(2,313)
(874)
(108)
Compensation of key management personnel Details of the key management personnel compensation are as follows: Group 2012 $000 Short-term employee benefits Contributions to national pension schemes Share-based payments 9,086 215 172 9,473 Comprise amounts paid to - directors of the Company - key management personnel 2011 $000 7,812 187 142 8,141
7,924 1,549 9,473
6,749 1,392 8,141
129

- 31 December 2012
32. Related party disclosures (contd)

(b) Compensation of key management personnel (contd) Directors remuneration includes salaries, bonuses, fees and other emoluments. In addition to the above, the Company provides medical benefits to all employees, which include key management personnel. The Companys directors receiving remuneration from the Group: 2012 Number of directors in remuneration bands: - $500,000 and above - $250,001 to $499,000 - Below $250,000 2011
2 3 10 15
2 4 9 15
Directors interests in Share Awards Scheme During the financial year, 78,000 (2011:99,000) share awards were granted to two of the Companys executive directors under the Share Awards Scheme at the price of $2.200 (2011:$1.435) each.
33. Financial risk management objectiVes and policies

The Group and the Company is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include foreign currency risk, credit risk, liquidity risk, market price risk and commodity price risk. The Board of directors reviews and agrees policies and procedures for the management of these risks, which are executed by the management. The Audit Committee provides independent oversight to the effectiveness of the risk management process. The Group does not undertake any trading of derivative financial instruments. The following sections provide details regarding the Groups and Companys exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks. There has been no change to the Groups exposure to these financial risks or the manner in which it manages and measures the risks. (a) Foreign currency risk The Group has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the respective functional currencies of the entities within the Group. The foreign currency in which these transactions are denominated is mainly the United States Dollar (USD). Entities within the Group customarily conduct their business in the functional currency in the locations they operate in. However, a certain proportion of transactions are made in foreign currencies and these transactions are mainly between related companies. These related company transactions usually for the purchases of raw materials are mainly denominated in USD. The Group is also exposed to currency translation risk arising from its net investments in foreign operations. The Groups net investments in Malaysia, Peoples Republic of China and Thailand are not hedged as currency positions in Malaysia Ringgit (RM), Chinese Renminbi (RMB) and Thai Baht are considered to be long-term in nature. The Group generally does not hedge currency risk.
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- 31 December 2012
33. Financial risk management objectives and policies (contd)

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

- 31 December 2012

(b) Credit risk (contd) Exposure to credit risk At the balance sheet date, the Groups and the Companys maximum exposure to credit risk is represented by: (i) (ii) the carrying amount of each class of financial assets recognised in the balance sheets; and a nominal amount of $14,665,000 (2011: $15,014,000) relating to corporate guarantees provided by the Company to banks on a subsidiarys bank loan.
Information regarding credit enhancements for trade receivables is disclosed in Note18. Credit risk concentration profile The Group determines concentrations of credit risk by monitoring the country profile of its trade receivables on an ongoing basis. The credit risk concentration profile of the Groups trade receivables at the balance sheet date is as follows: Group 2012 $000 Singapore Malaysia Thailand China Myanmar Others 7,664 7,850 35,260 20,569 13,781 10,521 95,645 % 8 8 37 22 14 11 100 $000 7,197 11,072 24,030 16,013 9,714 10,077 78,103 2011 % 9 14 31 21 12 13 100
As of 31 December 2012, 8 (2011: 9) major customers accounted for 66% (2011: 62%) of trade receivables. These customers are located in Singapore, Malaysia, Myanmar, China and Thailand. Financial assets that are neither past due nor impaired Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good payment record with the Group. Cash and cash equivalents are placed with reputable financial institutions. Financial assets that are either past due or impaired Information regarding financial assets that are either past due or impaired is disclosed in Notes 18 (Trade receivables), 15 (Other receivables and deposits) and 19 (Amounts due from subsidiary companies).
132
A NEW ERA

- 31 December 2012

(c) Liquidity risk Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Groups and the Companys exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Groups and the Companys objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities. To ensure continuity of funding, the Groups policy is to manage the debt maturity profile to support the operating cycle of the business. Short-term funding is obtained from bank borrowings and bank overdrafts for working capital purposes, if necessary. The table below summarises the maturity profile of the Groups and the Companys financial assets and liabilities at the balance sheet date based on contractual undiscounted repayment obligations. Analysis of financial instruments by remaining contractual maturities The table below summarises the maturity profile of the Groups and Companys financial assets and liabilities at the balance sheet date based on contractual undiscounted repayment obligations. After 1 year but within 5 years $000
Total $000 Group 2012 Financial assets Investment securities Trade receivables Other receivables Cash and bank balances Total undiscounted financial assets Financial liabilities Bank overdrafts Trade payables Other payables Hire purchase creditors Payables to joint venture and associated companies Total undiscounted financial liabilities Total net undiscounted financial assets
Within 1 year $000
After 5 years $000
2,976 95,645 17,688 112,194 228,503
2,976 95,645 7,413 112,194 218,228
10,275 10,275
670 40,056 55,671 651 12,810 109,858 118,645
670 40,056 55,671 239 12,810 109,446 108,782
412 412 (412)
10,275
133

- 31 December 2012

(c) Liquidity risk (contd) After 1 year but within 5 years $000
Total $000 Group 2011 Financial assets Investment securities Trade receivables Other receivables Cash and bank balances Total undiscounted financial assets Financial liabilities Bank overdrafts Trade payables Other payables Loans and borrowings Payables to joint venture and associated companies Total undiscounted financial liabilities Total net undiscounted financial assets
Within 1 year $000
After 5 years $000
1,856 78,103 19,988 122,672 222,619
1,856 78,103 9,673 122,672 212,304
3,361 3,361
6,954 6,954
779 35,594 51,287 1,841 12,810 102,311 120,308
779 35,594 51,287 1,203 12,810 101,673 110,631
638 638 2,723 After 1 year but within 5 years $000
6,954
Total $000 Company 2012 Financial assets Investment securities Other receivables and deposits Amounts due from subsidiary companies Cash and bank balances Total undiscounted financial assets Financial liabilities Amounts due to subsidiary companies Other payables Payables to joint venture and associated companies Total undiscounted financial liabilities Total net undiscounted financial assets
134 A NEW ERA
Within 1 year $000
After 5 years $000
2,976 9,274 98,362 18,292 128,904
2,976 7 98,362 18,292 119,637
9,267 9,267
4,634 705 12,810 18,149 110,755
4,634 705 12,810 18,149 101,488
9,267

- 31 December 2012

(c) Liquidity risk (contd) After 1 year but within 5 years $000
Total $000 Company 2011 Financial assets Investment securities Other receivables and deposits Amounts due from subsidiary companies Cash and bank balances Total undiscounted financial assets Financial liabilities Amounts due to subsidiary companies Other payables Payables to joint venture and associated companies Total undiscounted financial liabilities Total net undiscounted financial assets
Within 1 year $000
After 5 years $000
1,856 6,977 60,914 39,702 109,449
1,856 23 60,914 39,702 102,495
6,954 6,954
3,659 594 12,810 17,063 92,386
3,659 594 12,810 17,063 85,432
6,954
The table below shows the contractual expiry by maturity of the Companys commitments. The maximum amounts of the guarantees are allocated to the earliest period in which the guarantees could be called. After 1 year but within 5 years $000
Total $000 Company 2012 Financial guarantees 2011 Financial guarantees 911
Within 1 year $000
After 5 years $000
911
135

- 31 December 2012

(d) Market price risk Market price risk is the risk that the fair value or future cash flow of the Groups financial instruments will fluctuate because of changes in market prices (other than interest or exchange rates). The Group is exposed to equity price risk arising from its investment in quoted equity instruments. These instruments are quoted on the SGX-ST and are classified as held-for-trading financial assets. The Group and Companys objective is to manage investment returns and equity price risk by monitoring the fluctuations in the price of the quoted investment and the dividend yield. Sensitivity analysis for market price risk At the balance sheet date, if the share price of the investment securities had been 19.7% (2011: 17.0%) higher/lower, the Groups profit net of tax would have been $586,000(2011: $315,000) higher/lower, arising as a result of higher/ lower fair value changes on held-for-trading investments in equity instruments. (e) Commodity price risk The Groups raw materials include coffee bean and sugar. Coffee bean and sugar are traded commodities and their prices are subject to the fluctuations of the commodity markets. Any fluctuation in the prices of raw materials will have an impact on the results of the Groups operations. The Group monitors price fluctuations closely and evaluates alternative sources of supply and pricing policies.
136
A NEW ERA

- 31 December 2012
34. Financial instruments

The financial instruments of the Group and Company as at 31 December by classes are as follows: Group 2012 $000 (a) Loans and receivables Trade receivables Other receivables (non-current) Other receivables and deposits (current) Amounts due from subsidiary companies Cash and bank balances 95,645 10,275 7,413 112,194 225,527 (b) Held-for-trading financial assets Investment securities Financial liabilities measured at amortised cost Bank overdrafts Trade payables Other payables and accruals Amounts due to subsidiary companies Hire purchase creditors Bank borrowings 2011 $000 78,103 10,315 9,673 122,672 220,763 2012 $000 9,267 7 98,362 18,292 125,928 Company 2011 $000 6,954 23 60,914 39,702 107,593
2,976
1,856
2,976
1,856
(c)
670 40,056 68,481 594 109,801
779 35,594 64,097 799 911 102,180
13,515 4,634 18,149
13,404 3,659 17,063
137

- 31 December 2012
35. Fair Values

(a) Fair value of financial instruments that are carried at fair value Investment securities The carrying amounts approximate their fair values which are determined by reference to their published market bid prices at the balance sheet date. In accordance with FRS 107, the fair value have been determined based on the Level 1 fair value hierarchy where the quoted prices are determined based on quoted prices (unadjusted) in active markets for identical assets. There have been no transfers between Level 1 and Level 2 fair value measurements during the financial years ended 2012 and 2011. (b) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value Trade receivables, other receivables and deposits (current), amounts due from/to subsidiary companies, cash and bank balances, bank overdrafts, trade payables, other payables and accruals, hire purchase creditors (current) and bank borrowings The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values due to their short-term nature. (c) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value The fair values of financial assets and liabilities by classes that are not carried at fair values and whose carrying amounts are not reasonable approximation of fair values are as follows: 2012 Carrying value $000 Group Financial assets Other receivables (non-current) Financial liabilities Hire purchase creditors (non-current) Company Financial assets Other receivables (non-current)
* Other receivables (non-current) It is not practical to estimate the fair values of the other receivables (non-current) as there are no fixed terms of repayment.
2011 Fair value $000 Carrying value $000 Fair value $000
10,275
10,315
377
394
582
675
9,267
6,954
Hire purchase creditors (non-current) The fair values as disclosed in the table above are estimated by discounting expected future cash flows at market incremental lending rate for similar types of lending, borrowing or leasing arrangements at the balance sheet date.
138 A NEW ERA

- 31 December 2012
36. Segment reporting

The Groups revenue and profit are primarily derived from the manufacture and distribution of beverages and food products. For management purposes, the Group is organised into geographical segments. The Group operates in three principal geographical areas, Singapore, Southeast Asia and East Asia. In presenting information on the basis of geographical segments, the segment revenue by destination is based on the geographical location of the customers. Segment revenue and segment assets by asset locations are based on the geographical location of the assets. Management monitors the operating results of each geographical segment separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss. Group financing (including finance costs) and income taxes are managed on a group basis and are not allocated to operating segments. Inter-segment pricing is determined on mutually agreed terms. (a) Geographical segments Non-current assets information based on the geographical location of the assets are as follows: 2012 $000 Singapore Southeast Asia Myanmar Malaysia Thailand Vietnam East Asia China Others 33,473 1,484 109,349 6,617 5,949 57,693 185 214,750 2011 $000 25,351 2,030 77,916 6,244 5,398 51,925 401 169,265
Non-current assets information presented above consist of property, plant and equipment and intangible assets, as presented in the consolidated balance sheet.
139
140 Southeast Asia 2012 2011 $000 $000 2012 $000 124,197 52,945 177,142 28,432 28,938 21 (36) (19,846) (11,807) 144,512 (258,294) (261,932) 519,268 98,400 (7,231) (45) 173 (8,733) (3,520) 79,044 537,373 309,554 249,754 167,246 145,231 227 229 (565,823) (453,431) 517,088 15,483 10,275 17 542,863 151,515 134,453 106,935 45,796 43,264 838 869 (301,505) (195,569) 112,350 13,846 126,196 6,348 2,168 6 4 3,143 (1,775) 13 3 41,908 5,541 38,798 4,996 12,439 3,881 535 811 28,509 2,541 226 538 10,097* 65 115 68,417 11,623 535 825 3,143 1,287 91,285 53,227 (258,294) (261,932) 519,268 440,972 440,972 75,988 (6,073) (239) 503 (6,308) (1,973) 61,898 479,156 15,908 6,954 428 502,446 107,014 13,254 120,268 73,655 9,820 6 226 545 3,143 10,097 (1,775) 2012 $000 293,275 74,942 368,217 59,817 37,221 317,980 248,091 69,889 East Asia 2011 $000 Others 2011 $000 Eliminations 2012 2011 $000 $000 Consolidated 2012 2011 $000 $000 101,596 138,816 240,412 21,672
36. Segment reporting (contd)
(a)
Geographical segments (contd)
- 31 December 2012
A NEW ERA
The following table presents revenue and results information regarding the Groups geographical segments for the years ended 31 December 2012 and 2011:
2012 $000
Singapore 2011 $000
Revenue Sales to external customers Inter-segment sales
101,796 130,407
Total revenue
232,203
Results: Segment results Unallocated operating expenses Finance costs Share of losses in associated and joint venture companies Taxation Non-controlling interests
29,976
Net profit attributable to equity shareholders of the Company
Assets and liabilities Segment assets
605,884
Investment in associated and joint venture companies Loans to associated companies Deferred taxation
Total assets
Segment liabilities
232,768
Unallocated liabilities
Total liabilities
14,070 2,136
Other segment information: Capital expenditure Depreciation Amortisation Impairment loss on property, plant and buildings Plant and equipment written off Amortisation of deferred gain Gain on disposal of land & building Fair value gain/(loss) on investment securities
1 3,143
1,287
* Gain arising from the relocation of the Groups packaging plant in view of the re-zoning of the area pursuant to the city development plans of the Changzhou City Qishuyan District Peoples Government.
36. Segment reporting (contd)
(b) Sales segmented by destination

Southeast Asia 2012 $000 320,916 142,140 463,056 418,637 159,481 117,615 29,642 27,817 (258,542) (261,756) 519,268 137,592 26,069 24,105 (258,542) (261,756) 281,045 133,412 93,510 29,642 27,817 519,268 440,972 440,972 $000 $000 $000 $000 $000 $000 $000 $000 $000 2011 2012 2011 2012 2011 2012 2011 2012 2011 East Asia Others Eliminations Consolidated
Singapore 2011 $000 38,600 100,059 138,659
2012
- 31 December 2012
$000
Sales to external customers
35,298
Inter-segment sales
90,333
Total revenue
125,631
Note:
Segment assets generally comprise operating assets that are employed by a segment in its operating activities excluding income tax assets.
Segment liabilities exclude income tax liabilities and borrowings which are financing rather than operating in nature.
Information about major customers
Revenue from two major customers amount to $168,234,000 (2011: $157,604,000), arising from sales in Southeast Asia segment.
141

- 31 December 2012
37. Capital management

The primary objective of the Groups 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 and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31December 2012 and 2011. As disclosed in Note 29(d), certain subsidiary companies of the Group are required by the Foreign Enterprise Laws of the PRC and Thailand to contribute and maintain a non-distributable statutory reserve fund whose utilisation is subject to approval by the relevant authorities. These externally imposed capital requirements have been complied with by the above-mentioned subsidiary companies for the financial years ended 31 December 2012 and 2011. The Group monitors capital using its debt-to-equity ratio as follows: Group 2012 $000 Total Liabilities Total Equity Debt-to-Equity 126,196 416,667 0.30 times 2011 $000 120,268 382,178 0.31 times
38. Authorisation of financial statements

The financial statements for the year ended 31 December 2012 were authorised for issue in accordance with a resolution of directors on 12 March 2013.
142
A NEW ERA
SHAREHOLODERS INFORMATION
as at 12 March 2013
SHARE CAPITAL
Number of Issued Shares (excluding Treasury Shares) Number/Percentage of Treasury Shares Class of Shares Voting Rights (excluding Treasury Shares) : : : : 557,546,980 192,000 (0.03%) Ordinary Share One Vote Per Share
STATISTICS OF SHAREHOLDINGS
Size of Shareholding 1 999 1,000 10,000 10,001 1,000,000 1,000,001 and above Total No. of Shareholders 187 2,219 330 20 2,756 % 6.78 80.52 11.97 0.73 100.00 No. of Shares 83,580 7,403,439 15,469,536 534,590,425 557,546,980 % 0.02 1.33 2.77 95.88 100.00
SUBSTANTIAL SHAREHOLDERS INTEREST AS AT 12 MARCH 2013

(As recorded in the Register of Substantial Shareholders) Direct Interest Teo Kee Bock Goi Seng Hui Te Lay Hoon Te Kok Chiew YHS Investments Pte Ltd Yeo Hiap Seng Limited Far East Organisation Pte. Ltd. Ng Teng Fong, Deceased Tan Kim Choo @ Teng Kim Choo The Capital Group Companies, Inc.
Notes:
(1)
% 11.72 11.49 12.12 9.30 11.68
Deemed Interest 26,319,000 (2) 150,000 (3) 65,105,648 (4) 65,105,648 (4) 65,105,648 (4) 65,105,648 (4) 50,464,000 (5)
% 4.72 0.03 11.68 11.68 11.68 11.68 9.05
65,367,375 64,070,908 (1) 67,596,125 51,824,625 65,105,648

(2)
The breakdown of Mr Goi Seng Huis direct interest is as follows: 19,070,908 shares in own name; and 45,000,000 shares held by DBS Nominees Pte Ltd as bare trustee. Mr Goi Seng Hui is deemed to be interested in the shares held by Tee Yih Jia Food Manufacturing Pte Ltd by virtue of Section 7 of the Companies Act, Cap. 50. Madam Te Lay Hoon is deemed to be interested in the shares held by the nominee, CPF Bank Nominees. By virtue of Section 7 of the Companies Act, Cap. 50, the following are deemed to be interested in the shares held by YHS Investments Pte Ltd: (a) Yeo Hiap Seng Limited (b) Far East Organisation Pte. Ltd. (c) Mr Ng Teng Fong, Deceased (d) Madam Tan Kim Choo @ Teng Kim Choo The Capital Group Companies, Inc is deemed to be interested in the shares held by DBS Nominees Pte Ltd.
(3)
(4)

(5)
143
SHAREHOLODERS INFORMATION
as at 12 March 2013 (contd)
TWENTY LARGEST SHAREHOLDERS

No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Name DBS Nominees Pte Ltd Citibank Nominees Singapore Pte Ltd Te Lay Hoon Teo Kee Bock YHS Investment Pte Ltd Te Kok Chiew Tee Yih Jia Food Manufacturing Pte Ltd Goi Seng Hui HSBC (Singapore) Nominees Pte Ltd DBSN Services Pte Ltd Te Lay Guat United Overseas Bank Nominees Pte Ltd BNP Paribas Securities Services Teo Sze Hwee Elaine Raffles Nominees Pte Ltd Khoo Tow Kiew Teh Kiu Cheong Sharon Teo Siow Hwee (Sharon Zhang XiaoHui) DB Nominees(S) Pte Ltd Morgan Stanley Asia (Singapore) Securities Pte Ltd Total No. of Shares 88,931,582 88,684,054 67,596,125 65,367,375 65,105,648 51,824,625 26,319,000 19,070,908 15,788,381 12,115,400 8,530,696 6,969,500 3,677,000 2,677,000 2,634,357 2,585,000 2,144,000 2,091,000 1,443,230 1,035,544 534,590,425 % 15.95 15.91 12.12 11.72 11.68 9.30 4.72 3.42 2.83 2.17 1.53 1.25 0.66 0.48 0.47 0.46 0.38 0.38 0.26 0.19 95.88
PERCENTAGE OF SHAREHOLDING IN PUBLICS HANDS

Approximately 26.89% of the Companys shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the Listing Manual of the SGX-ST.
144
A NEW ERA
NOTICE OF ANNUAL GENERAL MEETING

SUPER GROUP LTD.
(Company Registration No. 199101696K) (Incorporated in Singapore with limited liability) NOTICE IS HEREBY GIVEN that the Annual General Meeting of Super Group Ltd. (the Company) will be held at 2 Senoko South Road, Super Industrial Building, Singapore 758096 on Friday, 26 April 2013 at 10.30 a.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 2012 together with the Auditors Report thereon. (Resolution 1) 2. To declare a 2nd and final dividend of 5.1 cents per ordinary share (tax-exempt, 1-tier) for the year ended 31 December 2012 (2011: 3.8 cents per ordinary share (tax-exempt, 1-tier)). (Resolution 2) 3. To re-elect the following Directors of the Company retiring pursuant to Article 88 of the Articles of Association of the Company: Mr Goi Seng Hui (Resolution 3) Mr Te Kok Chiew (Resolution 4) Mr Li Kang @ Charles K Li (Resolution 5) Mr Ko Chuan Aun (Resolution 6) Mr Te Kok Chiew will, upon re-election as a Director of the Company, remain as a member of the Remuneration Committee and will be considered non-independent. Mr Ko Chuan Aun will, upon re-election as a Director of the Company, remain as a member of the Audit Committee and will be considered independent. To re-appoint the following Directors of the Company retiring under Section 153(6) of the Companies Act, Cap. 50, to hold office from the date of this Annual General Meeting until the next Annual General Meeting of the Company: Mr Goh Boon Kok Mr Chandra Das S/O Rajagopal Sitaram [See Explanatory Note (i)] Mr Goh Boon Kok will, upon re-appointment as a Director of the Company, remain as Chairman of the Audit Committee and member of the Nominating and Remuneration Committees and will be considered independent. 5. 6. To approve the payment of Directors fees of S$550,000 for the year ended 31 December 2012 (2011: S$540,000). (Resolution 9) (Resolution 7) (Resolution 8)
4.
To appoint Messrs KPMG LLP as Auditors of the Company in place of the retiring Auditors, Messrs Ernst & Young LLP and to authorise the Directors of the Company to fix their remuneration. [See Explanatory note (ii)] (Resolution 10) 7. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
145
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 new 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, the Directors of the Company be authorised and empowered to: (a) (i) (ii) issue shares in the Company (shares) whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements or options (collectively, Instruments) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) 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,
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); (subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading Limited) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, 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) (b) new shares arising from the conversion or exercise of any convertible securities; 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 any subsequent bonus issue, consolidation or subdivision of shares;
(2)
(c) (3)
in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the Singapore Exchange Securities Trading Limited for the time being in force (unless such compliance has been waived by the Singapore Exchange Securities Trading Limited) and the Articles of Association of the Company; and
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. (Resolution 11) [See Explanatory Note (iii)]
(4)
146
A NEW ERA
9.
Authority to issue shares under the Super Group Share Award Scheme That pursuant to Section 161 of the Companies Act, Cap 50, the Directors be authorised to grant awards in accordance with the provisions of the prevailing Super Group Share Award Scheme (the Share Award Scheme) and to issue, transfer and/or deliver from time to time such number of fully paid-up shares as may be required to be issued and delivered pursuant to the vesting of the awards under the Share Award Scheme, provided that the aggregate number of shares to be issued or delivered pursuant to the Share Award Scheme and pursuant to all other share option or other share schemes of the Company, if applicable, shall not exceed 15 per centum (15%) of the total number of issued shares of the Company (excluding treasury shares) in the share capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a 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 (iv)] (Resolution 12)
10.
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 2.5% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as ascertained as at the date of Annual General Meeting of the Company) at the price of up to but not exceeding the Maximum Price (as defined in the Letter to Shareholders dated 10 April 2013 as attached), and this mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the earliest of (i) the date on which the next Annual General Meeting of the Company is held or required by law to be held; or (ii) the date on which the share purchases are carried out to the full extent mandated; or (iii) the time when the authority conferred by this mandate is revoked or varied by Shareholders in general meeting. [See Explanatory Note (v)] (Resolution 13)
By Order of the Board
Tan Cher Liang Secretary Singapore, 10 April 2013
147
Explanatory Notes: (i) The effect of the Resolutions 7 and 8 proposed in item 4 above, are to re-appoint Directors of the Company who are over 70 years of age. Resolution 10 in item 6 is to approve the appointment of Messrs KPMG LLP (KPMG LLP) as external Auditors in place of retiring Auditors, Messrs Ernst & Young LLP (E&Y LLP) and to authorise the Directors of the Company to fix their remuneration. E&Y LLP, the retiring Auditors have served as the external auditors for the Company since 2006. As part of ongoing good corporate governance initiatives, the Board and Audit Committee are of the view that the external auditors should be rotated and would like to propose that KMPG LLP be appointed in place of E&Y LLP for the financial year ending 31 December 2013. KPMG LLP is a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (KPMG International), a Swiss entity. KPMG International is one of the largest professional services networks and globally recognised as one of the Big Four audit firms, providing audit, tax and advisory services. KPMG Internationals member firms employ more than 145,000 people across a range of disciplines in 152 countries. Ms Teo Han Jo will be the audit partner in charge of the Companys audit for the financial year ending 31 December 2013 upon KPMG LLPs appointment. Ms Teo Han Jo, the partner-in-charge in KPMG Singapore, is a practicing member of the Institute of Certified Public Accountants of Singapore and a public accountant approved by the Accounting and Corporate Regulatory Authority (ACRA). She has more than 15 years of auditing experiences and has the relevant experiences in audit engagements covering food and beverages multinational and local clients. The proposed change of auditors have been reviewed and recommended by the Audit Committee, after taking into consideration the suitability of KPMG LLP as the Companys external auditors and ensuring compliance with the Listing Manual. The Directors have taken into account the Audit Committees recommendation, and have considered various factors, including the adequacy of the resources of KPMG LLP, their experience and audit engagements, the number and experience of the supervisory and professional staff who will be assigned to the audit of the consolidated accounts and KPMG LLPs proposed audit arrangements for the Group, and are of the opinion that KPMG LLP will be able to meet the audit requirements of the Group and that Rule 712(1) of the Listing Manual has been complied with. Subject to the passing of this resolution at the Annual General Meeting, Rule 715 of the Listing Manual will be complied with accordingly and the Directors confirmed that KPMG LLP will be appointed to audit the accounts of the Company, its Singapore and foreign-incorporated subsidiaries and its Singapore and foreign-incorporated significant associated companies. The Directors have obtained the written consent from KPMG LLP on 19 March 2013 to act as Auditors in place of E&Y LLP for the financial year ending 31 December 2013, subject to shareholders approval. Having considered the rationale and benefit of the proposed change of auditors, the Directors are of the opinion that the proposed change of auditors is in the best interests of the Company. Accordingly, the Directors recommend that the Shareholders to vote in favour of the Resolution 10 for the proposed change of auditors. In connection with the proposed change of auditors, E&Y LLP has confirmed to KPMG LLP that it is not aware of any professional reasons why KPMG LLP should not accept appointment as Auditors of the Company. In accordance with the requirements of Rule 1203(5) of the Listing Manual, the Company confirms the following: (a) that there were no disagreements with the outgoing Auditors, E&Y LLP on accounting treatments within the last 12 months; that is not aware of any circumstances connected with the proposed change of Auditors that should be brought to the attention of the shareholders of the Company; and the specific reasons for the proposed change of Auditors are as disclosed above.
(ii)
(b)
(c)
148
A NEW ERA
The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Notice and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Notice constitutes full and true disclosure of all material facts about the proposed change of auditors, the Company and the Directors are not aware of any facts the omission of which would make any statement in this Notice misleading. Where information in the Notice has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in the Notice in its proper form and context. The Directors wish to express their appreciation for the past services rendered by E&Y LLP. Pursuant to Section 205 of the Companies Act, Cap 50, a copy of the notice of nomination of the proposed new Auditors dated 27 February 2013 is enclosed as Appendix I in this Annual Report. (iii) Resolution 11 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. (iv) The Ordinary Resolution 12 proposed in item 9 above, if passed, will empower the Directors of the Company from the date of the above Meeting until the next Annual General Meeting, to grant awards under the Share Award Scheme in accordance with the provisions of the Share Award Scheme and to issue or transfer from time to time such number of fully-paid shares pursuant to the vesting of the awards under the Share Award Scheme subject to the maximum number of shares prescribed under the terms and conditions of the Share Award Scheme. The aggregate number of ordinary shares which may be issued pursuant to the Share Award Scheme, all other share option scheme and any other share scheme is limited to 15% of the total issued share capital (excluding treasury shares) of the Company from time to time. The Ordinary Resolution 13 proposed in item 10 above, if passed, will empower the Directors of the Company from the date of the above Meeting until the earliest of (i) the date on which the next Annual General Meeting of the Company is held or required by law to be held; or (ii) the date on which the share purchases are carried out to the full extent mandated; or (iii) the time when the authority conferred by this mandate is revoked or varied by Shareholders in general meeting, to repurchase ordinary shares of the Company by way of market purchases or off-market purchases of up to 2.5% of the total number of issued shares (excluding treasury shares) in the capital of the Company at the Maximum Price (as defined in the Letter to Shareholders attached). 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 financial effects of the purchase or acquisition of ordinary shares by the Company pursuant to the Share Purchase Mandate on the audited consolidated financial accounts of the Group for the financial year ended 31 December 2012 are set out in greater detail in the Letter to Shareholders dated 10 April 2013 attached to this Annual Report.
(v)
Notes: 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. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 2 Senoko South Road, Super Industrial Building, Singapore 758096 not less than forty-eight (48) hours before the time appointed for holding the Meeting.
2.
APPENdIX I
NOTICE OF NOMINATION
Te Kok Chiew 71 Neram Road Singapore 807769 27 February 2013 The Board of Directors SUPER GROUP LTD. 2 Senoko South Road Super Industrial Building Singapore 758096 Dear Sirs Pursuant to Section 205 of the Companies Act, Cap. 50, I, Te Kok Chiew, holder of NRIC no. S1195762E, being a shareholder of the Company, hereby nominate KPMG LLP of 16 Raffles Quay #22-00, Hong Leong Building, Singapore 048581 for appointment as auditors of the Company in place of the retiring auditors, Messrs Ernst & Young LLP, at the forthcoming annual general meeting of the Company.
Yours faithfully
Te Kok Chiew
150
A NEW ERA
Company Registration No. 199101696K (Incorporated In The Republic of Singapore)
SUPER GROUP LTD.
IMPORTANT: 1. For investors who have used their CPF monies to buy SUPER GROUP LTD.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.
PROXY FORM
I/We, of
(Please see notes overleaf before completing this Form)
being a member/members of SUPER GROUP LTD. (the Company), hereby appoint: Name NRIC/Passport No. Proportion of Shareholdings No. of Shares %
Address
and/or (delete as appropriate) Name NRIC/Passport No. Proportion of Shareholdings No. of Shares %
Address
or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting or such other person the Chairman of the Meeting may designate as *my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting (the Meeting) of the Company to be held at 2 Senoko South Road, Super Industrial Building, Singapore 758096 on Friday, 26 April 2013 at 10.00 a.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. 1 2 3 4 5 6 7 8 9 10 11 12 13 Resolutions relating to: Directors Report and Audited Accounts for the year ended 31 December 2012 Payment of proposed 2nd and final dividend Re-election of Mr Goi Seng Hui as a Director Re-election of Mr Te Kok Chiew as a Director Re-election of Mr Li Kang @ Charles K Li as a Director Re-election of Mr Ko Chuan Aun as a Director Re-appointment of Mr Goh Boon Kok as a Director Re-appointment of Mr Chandra Das S/O Rajagopal Sitaram as a Director Approval of Directors fees amounting to S$550,000 Appointment of Messrs KPMG LLP as Auditors in place of retiring Auditors, Messrs Ernst & Young LLP Authority to issue new shares Authority to issue shares under the Super Group Share Award Scheme Renewal of Share Purchase Mandate day of 2013 For Against
Dated this
Signature of Shareholder(s) or, Common Seal of Corporate Shareholder * Delete where inapplicable
Total number of Shares in: (a) CDP Register (b) Register of Members
No. of Shares
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. 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. Where a member appoints two proxies, he/she shall specify the proportion of his/her shareholder (expressed as a percentage of the whole) to be represented by each proxy. If no such proportion is specified, the first named proxy shall be treated as representing 100% of the shareholding and any second named proxy as an alternate to the first named proxy. 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. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 2 Senoko South Road, Super Industrial Building, Singapore 758096 not less than 48 hours before the time appointed for the Meeting. 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. 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.
2.
3.
4.
5.
6.
7.
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.
Tee Yih Jia BLDG West Admiralty Rd
Everich Kwong On Cheong Food Industries
Senoko South Rd
Sin Hwa Dee Foodstuff Industries
SUPER INDUsTRiAL BUiLDiNG
Sumitomo Bakelite
Chap Hup Chong Food Industries Senoko South Rd
Kong Hwee Iron Works & Contruction
Metal Component Engineering
Royal Food
Singapore Storage & Warehouse
2 Senoko South Road Super Industrial Building Singapore 758096 Tel: (65) 6753 3088 Fax: (65) 6753 7833 Website: www.supergroupltd.com Email: info@supergroupltd.com

AR2013

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A

ENTERING NEW HORIZONS

DISCOVERING NEW PERSPECTIVES

SCALING NEW HEIGHTS

Smile! Its a brand new Super!

SUPER GROUP LTD Annual Report 2012

CREATING A NEW LOOK

WELL KNOWN BRANDS

B eing in the business of

MAKING PEOPLE HAPPY, w e s t r i v e t o

SUPER GROUP LTD Annual Report 2012

CHARCOAL ROASTED WHITE COFFEE

SUPER GROUP LTD Annual Report 2012

SUPER GROUP LTD Annual Report 2012

ENTERING NEW HORIZONS

COUNTRIES AROUND THE WORLD & COUNTING

COUNTRIES AROUND THE WORLD & COUNTING

STATE-OF-THE-ART MANUFACTURING FACILITIES

Super Coffeemix Ltd

SCML (Thailand) Co., Ltd

SUPER GROUP LTD Annual Report 2012

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

SUPER GROUP LTD

100% SUPER COFFEE CORPORATION PTE. lTD.

Super Food Investment International Pte Ltd (Singapore)

SCML Overseas Pte Ltd (Singapore)

Super Vending Pte Ltd (Singapore)

Super Continental Pte Ltd (Singapore)

Super Foods Specialists Sdn Bhd (Malaysia)

Wuxi Super Food Technology Co., Ltd (China)

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

Super Dairy Sdn Bhd (Malaysia)

Super Investment Holdings Pte Ltd (Singapore)

Haddington Enterprises Ltd (Hong Kong)

Super Coffeemix (Russia) LLC (Russia)

Super Monte Marketing Pte Ltd (Singapore)

PT Super Aneka Foods & Beverages (Indonesia)

Shantou SEZ Perfect Foods Industries Co., Ltd (China)

Owl Food Manufacture (M) Sdn Bhd (Malaysia)

Super Coffeemix Marketing Sdn Bhd (Malaysia)

Super NHF Canning Sdn Bhd (Malaysia)

Super Food Marketing Sdn Bhd (Malaysia)

Ningxia Yin Ou Super Lifestyle Food Co., Ltd (China)

Changzhou Care Real Estate Development Co., Ltd

Changzhou Care Real Estate Co., Ltd (China)

Sun Development Pte. Ltd ( ) (Singapore)

Jiangsu Care Real Estate Co., Ltd

Changzhou Care (QSY) Estate Co. Ltd

SUPER GROUP LTD Annual Report 2012

DISCOVERING NEW PERSPECTIVES

STATE-OF-THE-ART MANUFACTURING FACILITIES

Our dividend policy

Thank you and looking ahead

Branding, the next big drive

David Teo Kee Bock Chairman and Managing Director

2011 440,972 142,076 63,871 61,898

2010 351,832 131,402 59,335 58,355

2009 296,262 103,407 40,448 40,242

2008 300,195 99,770 26,084 25,143

82,564 351,832 63,871 296,262 300,195

SUPER aChiEVES RECORD REVEnUE Of

2009 34.74 2009

AND RECORD NET PROFIT OF