Académique Documents
Professionnel Documents
Culture Documents
com
Sunway Pyramid
Lower Level 1,
Parkson Grand
No.3 Jalan PJS 11/15
Bandar Sunway
46150 Petaling Jaya, Selangor
designed by oculus
Contents
Chairman’s Report 2
Board of Directors 4
Senior Management 5
Tangs Stores 6
Brand Management 8
Loyalty Management 12
Financial Contents 13
Chairman’s Report
pg
ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Awards & Accolades Looking Ahead Board Changes
Key awards we have received in the There is much uncertainty on the timing We were deeply saddened by the demise
year for excellent customer service of the turnaround in the economy to of our fellow director, Madam Liew Yuke
include: boost retail spending. Foong, in November 2008. We would
like to record our appreciation of her
• Premium GEMS award for TANGS We will continue to exercise stringent
invaluable contributions during her
Orchard for outstanding service. control over expenses and overheads
term of office.
This award is conferred by the and develop and implement strategies
Singapore Retailers Association, to increase customers’ patronage.
We would also like to acknowledge
with the support of the Workforce
As announced, there is an existing the significant contributions of Mr
Development Authority
proposal to delist the Company from Tang Wee Sung, former Chairman &
• 17 Star, 9 Gold and 42 Silver Excellent the Stock Exchange of Singapore. Executive Director, who resigned from
Service Awards. This annual award is This delisting proposal will be decided the Board in August 2008.
conferred by the Singapore Retailers by the shareholders at an extra-ordinary
Association and Spring Singapore general meeting on 17 July 2009. In the
meantime, the Group continues with Appreciation
its normal business operations.
On behalf of the Board, I would like to
thank our shareholders, loyal customers,
business partners and the staff and
management for their continued
support.
ernest seow teng peng Foo Tiang Sooi Cecil vivian richard wong michel Grunberg
ERNEST SEOW TENG PENG FOO TIANG SOOI retirement in 1985. He was awarded
Non-executive Chairman Chief Executive Officer the Public Service Medal in 1992 and the
Public Service Star in 2000 in recognition
Mr Ernest Seow Teng Peng is an Mr Foo Tiang Sooi joined the Company of his Public Service contributions. He
Independent Director, Non-executive as Chief Operating Officer in February holds a Bachelor of Arts Degree from
Chairman of the Board, Chairman of 1999. On 1 June 2006, he was appointed the University of Cambridge and is a
the Remuneration Committee, and a as Chief Executive Officer and remains member of the Institute of Certified
member of the Audit and Nominating as a member of the Board. He was a Public Accountants of Singapore.
Committees. Non-executive Director of the Company
Mr Seow is a member of the Institute from 1994 to January 1999. Michel grunberg
of Chartered Accountants in Australia, Mr Foo has more than 18 years of Board Member
CPA Australia and Institute of Certified experience with leading international
Public Accountants in Singapore. He management consultancies, focusing Mr Michel Grunberg is an Independent
was in the public accounting profession on strategic planning, organisation Director, appointed as a member of the
for about 40 years, most of the time as development and corporate finance. He Board on 5 May 2008. He is the Chairman
a partner of international accounting holds a Master of Science (Economics) of the Nominating Committee and a
firms. In 2004, he retired as a partner Degree from the London Business member of the Audit and Remuneration
of PricewaterhouseCoopers. School. He is a Fellow of the Institute Committees.
During his time in the public accounting of Chartered Accountants in England Mr Grunberg has more than 34 years
profession, his audit assignments and Wales as well as a member of the of business and work experience in
covered most industries including Institute of Certified Public Accountants the retail industry of which 28 years
department al stores. He was the of Singapore. were with the Estee Lauder Group
engagement partner for a number of in senior capacities worldwide and in
listed companies and was involved in CECIL VIVIAN RICHARD WONG Europe, the Middle East, Africa, and
the public listing of several companies Board Member most recently the Asia-Pacific Region
on the Singapore Stock Exchange. including Singapore and China. He
During the course of his professional Mr Cecil Vivian Richard Wong is an
last served as Senior Vice President
work, he also provided advice on setting Independent Director, Chairman of
and Regional Head of Asia-Pacific and
up internal controls, restructuring the Audit Committee and a member
retired from the Estee Lauder Group
and financial matters. of the Remuneration Committee. He
in March 2007. He currently manages
also sits on the boards of several listed
a business consultancy company.
Mr Seow is currently a consultant on companies as Independent Director.
financial matters and an independent Mr Grunberg holds a Bachelor of Arts
director and chairman of the audit Mr Wong’s career dates back to 1953 in Industrial Administration from
committee of SSH Corporation Ltd when he was a Partner at Evan Wong & Robert College, Istanbul, Turkey, and
and GLG Corp Ltd (listed on the Company, a firm of Chartered Accountants an MBA in Industrial Administration
Australian Stock Exchange), independent from 1953 to 1971 when it merged with from Bosphorus University, Istanbul,
director of Guthrie GTS Limited and Turquand Youngs & Co (presently Turkey, and underwent the Estee Lauder
non-executive director of some private known as Ernst & Young International). Management Development Program at
companies. He remained as a Partner until his Oxford University, Oxford, England.
pg
ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Senior Management
CECILIA TAN
Vice-President, Group Finance Sherri lim
Vice-President, Human Resource
• Joined in June 2007
• Responsible for the Group’s financial • Joined in September 2008
and accounting matters • Responsible for the Group’s human
• More than 15 years of managerial resource & organisation development
experience in audit and f inancial • More than 15 years of experience in
management human resource management
TANGS TANGS Orchard and TANGS VivoCity, located Set in the heart of Singapore’s prime shopping
strategically in the heart of Singapore’s retail and district, TANGS Orchard remains an unmistakable
Singapore entertainment districts, are important players icon along Orchard Road. TANGS Orchard
TANG S O R C H A R D in the retail industry. With a long establishment features an urban and cosmopolitan feel to
TANG S V I VO C I T Y
since 1932, TANGS is known for its rich heritage complement the sophisticated, contemporary
and unique offering since its inception. shopper.
Today, TANGS remains dedicated to providing TANGS VivoCity, with its proximity to Sentosa,
a truly unique and memorable experience, exudes a fun, resort-like personality promising
constantly at the forefront of fashion and lifestyle an exciting experience to harmonise with its
trends, evolving to cater to the wants and needs unique surrounding. Along with the upcoming
of the ever-changing consumer. developments of the area, TANGS VivoCity will
be set for more exciting developments in the
Ta r get e d a t t he mo s t d i s cer n i ng a nd coming years.
sophisticated of shoppers, TANGS’ trove of
exclusive fashion lifestyle merchandise, local TANGS strives to raise the bar for service
and overseas fashion labels and a multitude standards within the retail industry, placing an
of beauty and home products reflect the latest emphasis on excellent and personalised service.
global lifestyle trends. TANGS’ various specialised TANGS’ efforts towards ensuring excellent
lifestyle concepts ensure that every need of service has culminated in TANGS Orchard
the multi-faceted consumer is well met. being awarded the Premium GEM Award by
the Singapore Retailers Association in March
TANGS’ signature lifestyle concepts have 2008, a true testament of TANGS’ steadfast
revolutionised the shopping experience by dedication towards its customers.
providing retail indulgence with a wide array of
products, personalised services and a pulsating, TANGS continues to push boundaries and
sensory shopping ambience. TANGS continues set new benchmarks for the retail industry in
to strive for new ways of engaging customers, Singapore, promising its consumers an elevated,
committed in providing the ultimate retail aesthetically-pleasing and unforgettable retail
experience and service. experience that is unique to TANGS.
pg
ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
TANGS Launched in September 2007, TANGS Pavilion Placing the same emphasis on lifestyle concepts
Kuala Lumpur is a fashion lifestyle concept store and innovative marketing, TANGS Pavilion is
Malaysia which features various concepts and brands to cater dedicated to providing Malaysian customers
TANG S Pavilio n to a gamut of consumer tastes and preferences. fashion lifestyle merchandise sourced globally
Located at Pavilion Kuala Lumpur in the Golden according to international needs and to meet
triangle of Kuala Lumpur, TANGS Pavilion is multi-faceted lifestyle needs of the discerning
the company’s flagship store, occupying 65,000 cotemporary. These include TANG+Co Women,
square feet on two floors of the mall. TANGS is TANG+Co Men, Wardrobe Women, Wardrobe
set to leave its mark on Kuala Lumpur’s shopping Men, PlayLab, Dressing Room, TANGS Beauty
scene with its revolutionary fashion lifestyle and and New Heritage.
its array of lifestyle merchandise.
TANGS Pavilion has also extended its wing
TANGS evolves from the traditional ‘department into the new media realm with the launch of its
store’ concept by int roducing a unique local website, www.tangs.com.my in July 2008.
retail experience with creative store design,
merchandising concepts, experiential shopping Committed to providing the most excellent retail
ambience and personalized service. Whilst service, TANGS will endeavour to respond to
the f lavour of TANGS’ signature concepts the needs of customers, promises to elevate the
and styles are retained, special effort has been overall consumer shopping experience while
made through vigorous market and consumer providing an aesthetic retail environment for
research to ensure that TANGS Pavilion is shoppers to enjoy.
relevant to the needs of Malaysian shoppers,
while maintaining the signature blueprint of
TANGS concepts.
STUDIOTANGS shoes and bags are well Similarly, discerning men will find in
sought-after, known not only for their TANG+Co Men ‘best of class’ fashion
comfort and quality, but also for the wide and accessories collections that promise
range of designs from ultra-sleek stiletto individuality and style. Seen on runways
heels and chunky platforms to relaxed from New York to Tokyo, some of the
sandals and stylish ballet flats. exclusive international labels include
Armand Basi, Lad Musician, John
Varvatos and David Mayer.
pg
ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Brand Management
Martina Characterised by its quirky, vintage Moonstone Free-spirited and flowy styles typify
Pink and eccentric styles, Martina Pink is a Moonstone’s range of apparel, known
TANGS private label loved by many for its for its relaxed and easy silhouettes.
unique designs, perfect for an afternoon Offering comfort and style with a tinge
out with the girls, or a romantic picnic of bohemian attitude, Moonstone is
date. Martina Pink has earned for itself well-liked by women who value fashion
a loyal following of customers who love with indie influences.
the distinctive, individualistic styles it
gives each season.
New Blending A sian inf luences with a Library Contemporary workwear with modern
Heritage contemporary twist, New Heritage styling, Library is a TANGS in-house label
gives a new take on homeware, gifts with business and casual wear for the
and souvenirs with a witty spin on fashionable man. Clean cuts and clean
traditional creatives. Popular among lines are characteristics of the Library
contemporaries and tourists, New collection with wearable styles that could
Heritage offers the best mix of East take you from work to play.
and West.
Island Shop Island Shop has come a long way, developing Its creations are made from lush, natural fabrics
from its beginnings as a TANGS in-house label in a variety of textures, ranging from cottons and
to a fully independent brand – Island Shop crisp linens, to lustrous silks, colourful batiks,
International. It now designs, manufactures, ikats and saris. With a large palette of colours
distributes and retails fashion and lifestyle influenced by nature and culture, you will find
products including clothing and accessories sandy beiges, leafy greens, floral pastels, exotic
such as beaded necklaces, hand-woven bracelets, graphics and more.
embroidered bags and sandals, all bearing its
distinctive congkak logo. Its success and wide international following
has spurred the company to invest and grow
Presenting perfect laid-back gear for the modern Island Shop as an international label to provide
escapist, Island Shop fashion is all about casual customers around the world with the opportunity
wear meeting urban and leisurely chic. Originally to be part of the Island Shop lifestyle. Currently,
inspired by Asian ethnic influences, the Island the brand has more than 19 outlets operating
Shop label has matured into a culmination of across Singapore, Malaysia and Thailand.
all things casual and relaxing. Drawing from
all cultures worldwide, Island Shop has skilfully
meshed the exotic with modern requirements
for comfort.
pg
10 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Brand Management
BCBG A favourite label amongst Hollywood’s French French Connection, an inf luential
MaxAzria top celebrities and discerning British high street label, continues to
fashionistas, BCBGMAXAZRIA has
Connection exert a strong global presence with
evolved into one of the hottest names operations in over 30 countries and
in the fashion industry today. With the over 1,000 stockists worldwide. French
power to define some of the Connection is dedicated to developing
biggest and most influential trends, exciting, fresh designs every season,
BCBGMAXAZRIA’s critically acclaimed with affordable and quality range of
collections are a testament of its products that appeal to millions of men
continuous efforts to offer innovative, and women around the world.
high-quality clothing at contemporary
price points.
TANGS The TANGS Fashion Lifestyle Card Citi The Citi TANGS Platinum Visa (CTV)
Fashion (TFLC) was launched in early October offers exclusive TANGS privileges such
2007 to serve as an in-house loyalty
TANGS as priority queueing at fitting rooms,
Lifestyle Card Visa
programme, open to anyone who personal shopping services and exclusive
spends a minimum of S$150 in a single Platinum invitations to sale previews, special
receipt. It awards a 6% rebate for general Card events and workshops.
merchandise purchases, 10% rebate
for food and beverage consumption, The CTV offers a 10% rebate all year
as well as a 12% rebate on special days round on general merchandise and
at TANGS Orchard, TANGS VivoCity, food and beverage at TANGS, as
Island Shop and STUDIOTANGS. well as 12% rebate on special days at
TANGS Orchard, TANGS VivoCity,
Targeted at the fashionable and smart Island Shop and STUDIOTANGS.
shopper, the TFLC enhances the shopping Cardmembers also enjoy a 8% rebate
experience with exclusive benefits such when they shop at BCBGMAXAZRIA
as invitations to sale previews, workshops and Island Shop.
and events organised specially for
cardmembers, birthday treats, delivery
and alteration services in addition to
shopping rebates.
pg
12 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Financial Contents
Corporate Governance 14
Group Financial Highlights 23
Directors’ Report 24
Statement by Directors 27
Independent Auditors’ Report 28
Balance Sheets 29
Consolidated Income Statement 30
Statements of Changes in Equity 31
Consolidated Cash Flow Statement 34
Notes to the Financial Statements 35
Five-year Summary of Group Financial Data 78
Statistics of Shareholdings 79
Notice of Annual General Meeting 81
Proxy Form
C.K. Tang Limited (the ”Company”) is committed to achieving high standards of corporate governance to ensure investor confidence in
the Company as a trusted business enterprise and provide greater transparency. The Board and Management will continue to uphold
good corporate governance practices within the Company to enhance long-term value and returns for shareholders and protect
shareholders’ interests.
This report describes the Company’s corporate governance practices with specific reference made to each of the principles of the
Code of Corporate Governance 2005.
To facilitate effective management, certain functions of the Board have been delegated by the Board to various Board Committees.
The Board is assisted by the Audit Committee, the Nominating Committee and the Remuneration Committee, each with its own
terms of reference.
Conduct of Affairs
During the financial year ended 31 March 2009 (“Year”), the Board met several times to set policy and overall strategy and to discuss
the operations and business affairs of the Group. At these meetings, the directors are free to discuss and challenge openly the
views presented by management and other directors. The decision-making process is an objective one.
pg
14 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Corporate Governance
The number of Board and Board Committee meetings held during the year and the attendance of each director, since
their respective date of appointment and resignation, where relevant, are as follows:-
NA : Not applicable
(1)
Appointed as member of Nominating Committee on 27 August 2008
(2)
Appointed as member of Nominating Committee on 30 January 2009
(3)
Appointed as member of Nominating Committee on 27 August 2008, and as member of Audit and Remuneration Committees and
as Chairman of the Nominating Committee on 30 January 2009.
Training
The current members of the Board are familiar with the Group’s business operations and corporate governance practices.
The Company also provides at Board meetings on-going education on Board processes, corporate governance practices,
developments in the retail industry and related business risks, and updates on changes to laws and regulations that have
a bearing either on the Company or on an individual director.
Directors are also encouraged to keep themselves abreast of the latest developments relevant to the Group or
themselves.
The Nominating Committee also ensures that new Board appointees undergo an orientation programme to familiarise
them with the Group’s businesses, strategic goals and directions and corporate governance practices.
Executive
Foo Tiang Sooi
Non-executive/Independent
Ernest Seow Teng Peng
Cecil Vivian Richard Wong
Michel Grunberg
C. K. TANG LIMITED & ITS SUBSIDIARIES ANNUAL REPORT 2009 pg
15
Corporate Governance
The Board as a group has core competencies in accounting and finance, business and management experience, industry
knowledge, strategic planning experience and customer-based experience and knowledge.
The Board periodically examines its size with a view to determining an appropriate number of directors for itself, taking
into account the structure and size of the Group’s operations. Mr Michel Grunberg was appointed as a member of the
Board on 5 May 2008. Mr Tang Wee Sung stepped down as director on 27 August 2008. Ms Liew Yuke Foong sadly passed
away on 24 November 2008. The Board has reviewed its size and is satisfied that the current size of four (4) directors is
appropriate taking into consideration the nature and scope of the business as well as the current and future plans of the
Group.
Independence of Directors
The Board comprises three (3) non-executive directors, all of whom are independent. These non-executive directors represent
more than one-third of the Board.
The independence of the directors is reviewed annually by the Nominating Committee. The Nominating Committee adopts the
Code’s definition of what constitutes an independent director in its review.
Mr Ernest Seow Teng Peng, was appointed as Non-executive Chairman with effect from 27 August 2008.
Mr Foo Tiang Sooi, as Chief Executive Officer (“CEO”) of the Company, works closely with the Non-executive Chairman
in developing, managing and implementing the strategic plans of the Group. Mr Seow and Mr Foo are not related.
The Board has established various committees that have the power and authority to perform key functions without any influence
from the Non-executive Chairman and the CEO. The Board is thereby able to exercise independent decision making.
Board Membership
Principle 4 : There should be a formal and transparent process for the appointment of new directors to the Board.
The Nominating Committee (”NC”) is chaired by Mr Michel Grunberg since 30 January 2009. The other members are Mr Ernest
Seow Teng Peng and Mr Foo Tiang Sooi. The NC serves to provide a formal, transparent and objective procedure for appointing
Board members and evaluating each Board member’s performance.
(a) to establish procedures for and make recommendations to the Board on all Board appointments and re-appointments;
(b) to review re-nominations, having regard to the director’s contribution and performance (e.g. attendance, preparedness
and participation in meetings) including, if applicable, as an independent director;
(c) where a director has multiple Board representations, to decide whether the director is able to carry out and has been
adequate in carrying out his duties as a director;
(d) to determine annually whether a director is independent, adopting the Code’s definition of what constitutes an independent
director;
pg
16 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Corporate Governance
(e) to establish the procedures for the evaluation of the Board’s performance and propose objective performance criteria,
which shall be approved by the Board;
(f) to assess the effectiveness of the Board as a whole and assess the contributions by each individual director to the effectiveness
of the Board;
(g) to identify gaps in the mix of skills, experience and other qualities required in an effective Board and nominate or recommend
suitable candidate(s) to fill these gaps; and
(h) to ensure that all Board appointees undergo appropriate orientation programmes.
Rotation of Directors
The directors submit themselves for re-nomination and re-election at regular intervals of at least once every three (3) years.
Under the Company’s existing Articles of Association, at least one-third of the directors for the time being (or if their number is
not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation.
Board Performance
Principle 5 : There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each
director to the effectiveness of the Board.
A process is in place to assess the performance of the Board as a whole, and of each director. The performance criteria include an
evaluation of the size and composition of the Board, the Board’s access to information, Board processes, Board’s accountability
in relation to discharging its principal functions and fiduciary duties and communication with the CEO and top management,
and the quality and standard of conduct at meetings. Each director assesses the Board’s performance and provides feedback to
the Chairman of the Nominating Committee. The feedback is consolidated and presented to the Board.
The Board, through the delegation of its authority to the Nominating Committee has used its best efforts to ensure that Directors
appointed to the Board possess the background, experience and knowledge critical to the Group’s business and each Director,
through his or her unique contributions, brings to the Board an independent and objective perspective to enable balanced and
well-considered decisions to be made.
Access to Information
Principle 6 : In order to fulfill their responsibilities, Board members should be provided with complete, adequate and timely
information prior to Board meetings and on an on-going basis.
To assist the Board in fulfilling its responsibilities, management circulates papers or reports for Board members’ review and
consideration within a reasonable period in advance of the Board meetings and as and when the need arises. Papers or reports
submitted to the Board are detailed, complete, adequate and include background and justification for each proposal or mandate
sought and updates on operational and financial performance of the Group and Company.
The directors (whether as a group or individually) and the Chairman of the respective committees have the authority to seek
independent professional advice as and when necessary in the furtherance of their duties.
All Board members have access to the company secretary and also the senior management of the Company. It is the responsibility
of the company secretary to attend all Board meetings and ensure that Board procedures are followed. It is also the company
secretary’s responsibility to ensure that the Company complies with the requirements of the Companies Act, Chapter 50. Together
with the senior management of the Company, the company secretary is also responsible for compliance with all other rules and
regulations which are applicable to the Company.
The Remuneration Committee (‘RC’), comprising independent directors, is presently chaired by Mr Ernest Seow Teng
Peng since 2 May 2007. The other members are Mr Cecil Vivian Richard Wong and Mr Michel Grunberg.
The objective of the RC is to provide a formal, transparent and objective procedure for fixing the remuneration packages of
individual directors to ensure that the level of remuneration paid by the Company serves to attract, retain and motivate the
employees needed to manage the Company effectively. The RC is also responsible for implementing and administering the
C.K. Tang Share Option Scheme 2002 (the ‘Share Option Scheme’) which gives recognition to the contributions made by
confirmed full-time employees and executive directors. Details of the Share Option Scheme are set out in the Directors’
Report. A proportion of such remuneration is linked to the performance of the Group as well as the individual incumbent.
No director is involved in determining his own remuneration.
(a) to review and recommend to the Board a framework of remuneration for the directors, CEO and senior management
team. The framework will cover directors’ fees, basic salaries, allowances, bonuses, share options and benefits in
kind;
(b) to review the remuneration packages of all managerial staff that are related to any of the executive directors or CEO;
(c) to review the performance of the senior management team to enable the committee to determine their annual remuneration,
bonuses, share option entitlements, etc;
(d) to recommend to the Board in consultation with senior management and the Non-executive Chairman, any long-term
incentive scheme;
(e) to ensure that recommendations made by the RC are equitable and criteria against which performance is measured can
be clearly explained;
(f) to report to the Board summarising the work performed by the RC in carrying out its functions;
(g) to review remuneration packages generally, taking into account comparability of standards within the industry and with
other companies;
(h) to ensure that any performance-related element of remuneration should incorporate meaningful measures of assessing
the Group’s performance and the performance of the individual executive director and CEO; and
pg
18 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Corporate Governance
The RC will determine the remuneration packages for the executive directors and CEO based on the performance of the
Group and the individual director. Non-executive directors will be paid directors’ fee, determined by the full Board based
on the effort, time spent and responsibilities of the individual director. The payment of directors’ fee to non-executive
directors is subject to approval at each Annual General Meeting.
Disclosure on Remuneration
Principle 9 : Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and
the procedure for setting remuneration, in the company’s annual report. It should provide disclosure in relation to its
remuneration policies to enable investors to understand the link between remuneration paid to directors and key executives,
and performance.
A breakdown of the remuneration of the directors and top 9 key executives (who are not directors) for the financial year
ended 31 March 2009 are set out below. There are no employees of the Group who are immediate family members of a
director or the CEO.
2009 2008
S$500,000 and above 1 1
S$250,000 to S$499,999 1 1
Below S$250,000 4 3
6* 5
* Mr Tang Wee Sung ceased as director on 27 August 2008. Ms Liew Yuke Foong passed away on 24 November 2008.
Directors’ Other
Name of Directors Salary Bonus Fees Benefits Total
2009 2008
S$500,000 and above - -
S$250,000 to S$499,999 2 2
Below S$250,000 7* 5
9 7
* Two (2) executives had resigned as at 31 March 2009.
Accountability
Principle 10 : The Board should present a balanced and understandable assessment of the company’s performance, position
and prospects.
In the discharge of its duties to the shareholders, the Board, when presenting annual financial statements and announcements,
seeks to provide shareholders with a detailed analysis, explanation and assessment of the Group’s financial position and prospects.
The directors have access to senior management at all times. The Board is provided with detailed management accounts of the
Group’s performance, position and prospects on a quarterly basis.
Audit Committee
Principle 11 : The Board should establish an Audit Committee (“AC”) with written terms of reference which clearly set out its
authority and duties.
The Audit Committee (“AC”) comprises three independent non-executive directors. It is presently chaired by Mr Cecil Vivian Richard
Wong, and the other members are Mr Ernest Seow Teng Peng and Mr Michel Grunberg. The AC met 4 times during the year.
(a) to review financial statements of the Company and the consolidated financial statements of the Group before their
submission to the Board, and the auditors’ report;
(b) to review significant financial reporting issues and judgments so as to ensure the integrity of the financial statements of
the Company and Group and any formal announcements relating to the Company and Group’s financial performance;
(c) to review compliance with accounting standards, relevant laws, the Listing Rules of the Singapore Exchange and the Code
of Corporate Governance;
(d) to review and approve external auditors’ and internal auditors’ plans;
(e) to review with the external and internal auditors on their evaluation of the system of internal controls and monitor
managements’ response and actions to address noted deficiencies;
(f) to evaluate effectiveness of both the internal and external audit efforts through regular meetings;
(g) to determine that no unwarranted management restrictions are being placed upon either the internal or external
auditors;
pg
20 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Corporate Governance
(h) to review the independence and objectivity of the external auditors annually. Where the auditors also supply a
substantial volume of non-audit services to the Company, the AC will keep the nature and extent of such services
under review, seeking to balance the maintenance of objectivity and value for money;
(i) meeting with the external auditors, without the presence of the Group’s management.
(j) to recommend the appointment of external auditors for the coming year.
(l) to review the effectiveness of the Whistle Blowing Policy and arrangements by which staff of the Group may raise concerns
about possible improprieties in matters of financial reporting or other matters and to ensure that independent investigation
and appropriate follow up actions are taken.
Non-audit fees paid/payable to external auditors of the Group and the Company during the Year were approximately
S$111,000 and S$100,000 respectively.
The AC has explicit authority to investigate any matter within its terms of reference, full access to and co-operation from management
as well as full discretion to invite any director or executive officer to attend its meetings and has reasonable resources to enable
it to perform its functions properly.
Internal Controls
Principle 12 : The Board should ensure that the Management maintains a sound system of internal controls to safeguard the
shareholders’ investments and the Company’s assets.
During the Year, the AC, on behalf of the Board, reviewed the effectiveness of the Group’s material internal controls including
financial, operational and compliance controls and risk management.
The Board believes that in the absence of any evidence to the contrary and from due enquiry, the system of internal controls that
has been maintained by the Group’s management throughout the financial year is adequate to meet the needs of the Group in
its current business environment.
Internal Audit
Principle 13 : The Company should establish an internal audit function that is independent of the activities it audits.
An external firm has been appointed to carry out the internal audit function. The scope of work is approved annually by
the AC.
.
Risk Management
The Board recognises the importance of risk management and has established a process for periodic review and assessment
of the risks facing the Group. Based on the priorities established, the Group will develop action plans to address the risks
identified.
IT Security Framework
In order to protect confidential information for planning, executing, controlling and monitoring the business operations of the
Group, an IT Security Framework has been developed to provide safeguards to access of information and IT equipment.
Material Contracts
There are no material contracts entered into by the Company or any of its subsidiaries during the Year which involved the interests
of the CEO, any Director or controlling shareholder.
Principle 15 : Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity
to communicate their views on various matters affecting the company.
The Board is mindful of its obligations to provide timely and fair disclosure of material information in accordance with
the Corporate Disclosure Policy to the Singapore Exchange Securities Trading Limited. The Board’s policy is that all
shareholders should be equally informed of all major developments that impact the Group in a timely manner. Results
and Annual Reports are released via SGXNET. A copy of the Annual Report, together with the Notice of Annual General
Meeting, is also sent to every shareholder.
The Board welcomes the views of shareholders on significant matters affecting the Group and will be present at the Company’s
Annual General Meetings to answer questions from the shareholders.
In relation to dealings in the Company’s securities by directors and officers of the Group, the Company has adopted its
own internal code modelled after the provisions of Listing Rule 1207(18) on dealings in securities. Directors and officers
of the Group are prohibited from dealing in the securities of the Company during the periods commencing (i) two (2)
weeks before the announcements of the Company’s first quarter, third quarter, and half-year results; and (ii) one (1) month
before the announcement of the Company’s full-year results, and ending on the date of announcement of the relevant
results. The Company discourages the trading of the Company’s shares for short term gain by both directors and senior
employees.
In view of the process in place, in the opinion of the Directors, the Company has complied with Listing Rule 1207(18) on dealings
in securities.
pg
22 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Group Financial Highlights
(Amounts in Singapore dollars)
2009 2008
$’000 $’000
FOR THE YEAR
Turnover 238,430 230,781
Loss from operations before taxation (4,997) (1,135)
Net loss attributable to the equity holders of the Company (5,623) (2,189)
AT THE END OF THE YEAR
Share capital 47,848 47,848
Share capital and reserves 219,503 253,535
PER SHARE
Net tangible assets ($) 0.93 1.07
Net loss attributable to the equity holders of the Company (Cents) (2.4) (0.9)
FINANCIAL CALENDAR
Financial Year End 31 March 2009 31 March 2008
Announcement of Results
First Quarter 11 August 2008 N.A
Half Year 13 November 2008 13 November 2007
Third Quarter 12 February 2009 N.A
Full Year 25 May 2009 23 May 2008
Annual General Meeting 31 July 2009 25 July 2008
The directors are pleased to present their report to the members together with the audited consolidated financial statements
of C.K. Tang Limited (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 March 2009.
Directors
The directors of the Company in office at the date of this report are:
Except for the C.K. Tang Share Option Scheme 2002 as disclosed below, 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 in or debentures of the Company or any other body
corporate.
According to the register of directors’ shareholdings required to be kept under Section 164 of the Singapore Companies Act,
Cap. 50, no director of the Company who held office at the end of the financial year had any interest in shares of the Company
or of related corporations, either at the beginning of the financial year or at the end of the financial year.
pg
24 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Directors’ Report
Share options
The C.K. Tang Share Option Scheme 2002 (the “Scheme”) is administered by the Remuneration Committee comprising the
following members:
During and as at the end of the financial year, no options have been granted to controlling shareholders of the Company or their
associates and no employee has received 5% or more of the total options available under the Scheme.
Details of the options to subscribe for ordinary shares of the Company pursuant to the Scheme are as follows:
Aggregate
Aggregate options
options exercised/
granted since expired/
commencement cancelled since
of scheme to commencement Options
Options granted end of of scheme to end outstanding as
Date of grant Exercise period Exercise price during the year financial year of financial year at 31.3.2009
$
2.5.2003 to
2.5.2002 2.5.2012 0.20 – 12,000 – 12,000
The options under the Scheme do not entitle the holders to participate in any share issue of any other corporation in the Group
by virtue of the option.
Except for the above, no other options to take up unissued shares of the Company or any subsidiary were granted and no shares
were issued by virtue of the exercise of options to take up unissued shares of the Company or any subsidiary.
There were no unissued shares of any subsidiary under option at the end of the financial year.
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.
Audit Committee
The Audit Committee performed the functions specified in the Singapore Companies Act, Cap. 50. The functions performed
are detailed in the Report on Corporate Governance.
Auditors
Ernst & Young LLP have expressed their willingness to accept reappointment as auditors.
Singapore
28 June 2009
pg
26 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Statement by Directors
We, Foo Tiang Sooi and Cecil Vivian Richard Wong, being two of the directors of C.K. Tang Limited, do hereby state that, in
the opinion of the directors:
(a) the accompanying balance sheets, consolidated income statement, 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 March 2009, and the results of the business, changes in equity and cash flows of the Group
and the changes in equity of the Company for the financial year ended on that date; and
(b) 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.
Singapore
28 June 2009
We have audited the accompanying financial statements of C.K. Tang Limited (the “Company”) and its subsidiaries (collectively,
the “Group”), which comprise the balance sheets of the Group and the Company as at 31 March 2009, the statements of changes
in equity of the Group and the Company, the income statement and cash flow statement of the Group for the financial year then
ended, and a summary of significant accounting policies and other explanatory notes.
Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions
of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards. This responsibility includes
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 account and balance sheet and to maintain accountability
of assets; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the
circumstances.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion,
(i) 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 March 2009 and the results, changes
in equity and cash flows of the Group and the changes in equity of the Company for the financial year ended on that date;
and
(ii) 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.
pg
28 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Balance Sheets
as at 31 March 2009
Group Company
Note 2009 2008 2009 2008
$’000 $’000 $’000 $’000
Share capital and reserves
Share capital 3 47,848 47,848 47,848 47,848
Reserves 4 171,655 205,687 47,523 70,569
Current liabilities
Trade creditors 12 32,589 39,547 29,787 35,315
Other creditors and accruals 13 14,265 13,118 9,415 8,859
Bank borrowings 14 16,630 16,200 9,800 5,600
Provision for tax 396 840 8 500
63,880 69,705 49,010 50,274
The accounting policies and explanatory notes form an integral part of the financial statements.
Group
Note 2009 2008
$’000 $’000
Turnover 15 238,430 230,781
Other operating income 16 4,383 2,920
Changes in stocks of finished goods and goods-in-transit (7,796) 4,112
Purchases and related expenses (154,972) (157,694)
Staff costs 18 (27,022) (27,140)
Marketing related expenses (21,858) (20,195)
Depreciation 5 (7,201) (6,367)
Other operating expenses (25,700) (23,694)
Financial expenses 20 (3,763) (4,294)
Financial income 20 5 81
Share of net profit of associated company 497 355
The accounting policies and explanatory notes form an integral part of the financial statements.
pg
30 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Statements of Changes in Equity
for the year ended 31 March 2009
Balance at 1 April 2008 47,848 259,707 (10,585) 210 (43,645) 205,687 147 253,682
Currency translation
differences – – 1,751 – – 1,751 (4) 1,747
Translation differences
on advances to
subsidiaries – – (2,150) – – (2,150) – (2,150)
Net deficit on revaluation
of freehold property
net of deferred tax
(Note 21(ii)) – (27,933) – – – (27,933) – (27,933)
Net movement on
available-for-sale
investments (Note 8) – – – (77) – (77) – (77)
Net losses
not recognised
in the income
statement – (27,933) (399) (77) – (28,409) (4) (28,413)
Net loss for the year – – – – (5,623) (5,623) (15) (5,638)
Balance at
31 March 2009 47,848 231,774 (10,984) 133 (49,268) 171,655 128 219,631
The accounting policies and explanatory notes form an integral part of the financial statements.
Balance at 1 April 2007 47,848 168,147 (10,308) 331 (41,456) 116,714 125 164,687
Incorporation of
a subsidiary – – – – – – 64 64
Currency translation
differences – – 860 – – 860 – 860
Translation differences
on advances
to subsidiaries – – (1,137) – – (1,137) – (1,137)
Net surplus on
revaluation of freehold
property net of
deferred tax
(Note 21 (ii)) – 91,560 – – – 91,560 – 91,560
Net movement on
available-for-sale
investments (Note 8) – – – (121) – (121) – (121)
Net gain and losses
not recognised
in the income
statement – 91,560 (277) (121) – 91,162 – 91,162
Net loss for the year – – – – (2,189) (2,189) (42) (2,231)
Balance at
31 March 2008 47,848 259,707 (10,585) 210 (43,645) 205,687 147 253,682
The accounting policies and explanatory notes form an integral part of the financial statements.
pg
32 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Statements of Changes in Equity
for the year ended 31 March 2009
Fair value
Share adjustment Revenue Total Total
Company capital reserve reserve reserves equity
$’000 $’000 $’000 $’000 $’000
The accounting policies and explanatory notes form an integral part of the financial statements.
Group
Note 2009 2008
$’000 $’000
Cash flows from operating activities
Loss before taxation (4,997) (1,135)
Adjustments:
Depreciation 7,201 6,367
Fixed assets written off 59 15
Stocks written off 1,648 417
Allowance for impairment on fixed assets – 120
(Write-back of)/allowance for stocks obsolescence (876) 242
Allowance for impairment loss relating to debtors 41 63
Provision for closure costs 24 –
Gain on disposal of fixed assets (103) (50)
Gain on disposal of available-for-sale investments – (89)
Reversal of provision for expired liabilities (1,580) –
Interest expense 3,763 4,294
Interest income (5) (81)
Dividends received from available-for-sale investments (19) (19)
Exchange differences, net (168) (280)
Share of net profit of associated company (497) (355)
Operating profit before working capital changes 4,491 9,509
Decrease/(increase) in stocks 7,024 (4,771)
(Increase)/decrease in trade and other debtors (5) 1,293
(Decrease)/increase in trade and other creditors (5,551) 2,117
Cash generated from operations 5,959 8,148
Interest paid (2,467) (4,294)
Income taxes paid (804) (94)
Net cash generated from operating activities 2,688 3,760
Cash flows from investing activities
Proceeds from sale of available-for-sale investments – 148
Proceeds from sale of fixed assets 139 130
Purchase of fixed assets (4,086) (8,900)
Dividends received from available-for-sale investments 19 19
Interest received 5 81
Dividends received from associated company 284 226
Net cash used in investing activities (3,639) (8,296)
Cash flows from financing activities
Proceeds from issue of shares in subsidiaries – 64
Repayment of bank loan (250) –
Proceeds from short term loans 430 4,930
Net cash generated from financing activities 180 4,994
Net (decrease)/increase in cash and cash equivalents (771) 458
Cash and cash equivalents at beginning of year 8,831 8,373
Cash and cash equivalents at end of year 23 8,060 8,831
The accounting policies and explanatory notes form an integral part of the financial statements.
pg
34 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
1. Corporate information
C.K. Tang Limited (the “Company”) is a limited liability company incorporated in Singapore and is listed on the Singapore
Exchange Securities Trading Limited.
The registered office and principal place of business of the Company is located at 310 Orchard Road, Singapore 238864.
The principal activities of the Company are those of departmental store retailing and general merchandising. The principal
activities of the subsidiaries are disclosed in Note 6 to the financial statements.
The consolidated financial statements of the Company and its subsidiaries (collectively, 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 a historical cost basis, except for freehold property carried at revalued
amount and quoted available-for-sale investments carried at fair value.
The financial statements are presented in Singapore Dollars (“SGD” or “$”) and all values are rounded to the nearest
thousand (“$’000”) except where otherwise indicated.
The Group and the Company have not adopted the following FRS and Interpretations of Financial Reporting Standards
(“INT FRS”) that have been issued but not yet effective.
Effective date
for annual periods
Reference Description beginning on or after
FRS 1 : Amendment to FRS 1 (revised), Presentation of Financial Statements
(Revised Presentation) 1 January 2009
FRS 1 : Amendment to FRS 1 (revised), Presentation of Financial Statements
(Puttable Financial Instruments and Obligations Arising on Liquidation) 1 January 2009
FRS 23 : Amendment to FRS 23, Borrowing Costs 1 January 2009
FRS 27 : Consolidated and Separate Financial Statements – Amendments Relating to
Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate 1 January 2009
FRS 32 : Financial Instruments Presentation – Amendments Relating to
Puttable Financial Instruments and Obligations Arising on Liquidation 1 January 2009
FRS 39 : Financial Instruments : Recognition and Measurement
– Amendments relating to Eligible Hedged Items 1 July 2009
FRS 101 : First-time Adoption of Financial Reporting Standards – Amendments Relating to
Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate 1 January 2009
FRS 102 : Share-based Payments – Amendments Relating to
Vesting Conditions and Cancellations 1 January 2009
FRS 108 : Operating Segments 1 January 2009
The directors expect that the adoption of the above pronouncements will have no material impact to the financial
statements in the period of initial application, except FRS 1 and FRS 108 as indicated below.
The revised FRS 1 – Presentation of Financial Statements requires the separation of owner and non-owner changes
in equity. The statement of changes in equity will include only details of transactions with owners, with all non-owner
changes in equity presented as a single line. In addition, the Standard introduces the statement of comprehensive
income – presents all items of income and expense, either in one single statement, or in two linked statements. The
Group is currently evaluating the format to adopt.
FRS 108 requires entities to disclose segment information based on the information reviewed by the entity’s chief
operating decision maker. The impact of this standard on the other segment disclosures is still to be determined. As
this is a disclosure standard, it will have no impact on the financial position and results of the Group when implemented
in 2009.
Estimates and assumptions concerning the future and judgements are made in the preparation of the financial
statements. They affect the application of the Group’s and the Company’s accounting policies, reported amounts of
assets, liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are based
on experience and relevant factors, including expectations of future events that are believed to be reasonable under
the circumstances.
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:
pg
36 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
The Company assesses at each reporting date whether there is an indication that the investments in
subsidiaries and advances to subsidiaries may be impaired. This requires an estimation of the value in
use of the cash generating units. Estimating the value in use requires the Company to make an estimate
of the expected future cash flows from the cash-generating units and also to choose a suitable discount
rate in order to calculate the present value of those cash flows. The carrying amounts of the Company’s
investments in subsidiaries and advances to subsidiaries as at 31 March 2009 were $106,838,000 (2008:
$121,065,000).
The cost of fixtures, fittings, furniture and equipment is depreciated on a straight-line basis over their
respective useful lives. Management estimates the useful lives of these fixtures, fittings, furniture and
equipment to be 3-10 years. These are common life expectancies applied in the industry. The carrying
amounts of the Group’s and the Company’s fixtures, fittings, furniture and equipment at 31 March 2009
were $18,687,000 (2008: $20,273,000) and $11,348,000 (2008: $11,775,000) respectively. 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.
The Group has revalued the freehold property located at 310 / 320 Orchard Road, Singapore 238864 /
238865, based on the valuation report by an independent professional valuer on an open market basis. This
requires an estimation of the market value of the freehold property based on available market information.
Any changes in the market value would create an impact on the valuation of the freehold property. The
carrying amount of the Group’s freehold property is $340,000,000 (2008: $370,000,000).
The Group has exposure to income taxes in Singapore and Malaysia jurisdictions. Significant judgement
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 Group’s tax payables and deferred tax liabilities
at 31 March 2009 were $396,000 (2008: $840,000) and $2,693,000 (2008: $2,981,000) respectively.
A review is made periodically on inventory for excess inventory, obsolescence and declines in net realisable
value below cost and an allowance is recorded against the inventory balance for any such declines. These
reviews require management to estimate future demand for the products. Possible changes in these estimates
could result in revisions to the valuation of inventory.
The following is the judgement made by management in the process of applying the Company’s accounting
policies that have the most significant effect on the amounts recognised in the financial statements.
The Group and the Company follow the guidance of FRS 36 and 39 in determining when a fixed asset or financial
asset is impaired. The determination requires significant judgement of, among other factors, the duration and
extent to which the fair value of the asset is less than its carrying value; and the financial health of and near-term
business outlook for the business operations or financial asset, including factors such as industry and sector
performance, changes in operating and financing cash flow.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the
balance sheet date. The financial statements of the subsidiaries are prepared for the same reporting date as the parent
company. Consistent accounting policies are applied for like transactions and events in similar circumstances.
All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions
that are recognised in the assets are eliminated in full.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control,
and continue to be consolidated until the date such control ceases.
Acquisitions of subsidiaries are accounted for using the purchase method. The cost of an acquisition is measured as
the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange,
plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of
the extent of any minority interest.
Any excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities represents goodwill. Following initial recognition, goodwill is measured
at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequently if
events or changes in circumstances indicate that the carrying value may be impaired.
pg
38 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
Any excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities
over the cost of business combination is recognised in the profit and loss account on the date of acquisition.
Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group. They
are presented in the consolidated balance sheet within equity, separately from the parent shareholders’ equity, and
are separately disclosed in the consolidated income statement.
The management has determined the currency of the primary economic environment in which the Company
operates, i.e. functional currency, to be SGD. Sales prices and major costs of providing goods and services
including major operating expenses are primarily influenced by fluctuations in SGD.
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 closing rate of exchange ruling at the balance sheet date. 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 balance
sheet date are recognised in the income statement except for exchange differences arising on monetary items
that form part of the Group’s net investment in foreign subsidiaries, which are recognised initially in a separate
component of equity as foreign currency translation reserve in the consolidated balance sheet and recognised
in the consolidated income statement on disposal of the subsidiary.
On consolidation the results and financial position of foreign operations are translated into SGD using the
following procedures:
• Assets and liabilities for each balance sheet presented are translated at the closing exchange rate ruling
at that balance sheet date; and
• Income and expenses for each income statement are translated at average exchange rates for the year,
which approximate the exchange rates at the dates of the transactions.
All resulting exchange differences are recognised in a separate component of equity as foreign currency
translation reserve.
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 at the closing exchange rate at the balance sheet date.
Goodwill and fair value adjustments which arose on acquisitions of foreign subsidiaries before 1 January 2005
are deemed to be assets and liabilities of the parent company and are recorded in SGD at the exchange rates
prevailing at the date of acquisition.
On disposal of a foreign operation, the cumulative amount of exchange differences deferred in equity relating to
the foreign operation is recognised in the income statement as a component of the gain or loss on disposal.
All items of fixed assets are initially recorded at cost. The cost of fixed assets includes all costs that are directly
attributable to bringing the assets to the location and working condition. Dismantlement, removal and restoration
costs are included in the property, plant and equipment if the obligation for dismantling and removing the items or
restoring the site is incurred as a consequence of acquiring or using the assets.
Subsequent to recognition, fixed assets are stated at cost or valuation less accumulated depreciation and any accumulated
impairment losses. The carrying values of fixed assets are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable. Land and buildings are subsequently revalued
on an asset-by-asset basis, to their fair values. Fair value is determined from market-based evidence by appraisal that is
undertaken by professionally qualified valuers. Revaluations are made annually to ensure that their carrying amount
does not differ materially from their fair value at the balance sheet date.
When an asset is revalued, any increase in the carrying amount is credited directly to the asset revaluation reserve.
However, the increase is recognised in the income statement to the extent that it reverses a revaluation decrease of the
same asset previously recognised in the income statement. When an asset’s carrying amount is decreased as a result
of a revaluation, the decrease is recognised in the income statement. However, the decrease is debited directly to the
asset revaluation reserve to the extent of any credit balance existing in the reserve in respect of that asset.
Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset
and the net amount is restated to the revalued amount of the asset. The revaluation surplus included in the asset
revaluation reserve in respect of an asset, is transferred directly to accumulated profits on retirement or disposal of
the asset.
pg
40 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation of an asset begins when it
is available for use and is computed on a straight-line basis over the estimated useful life of the asset as follows:
Years
Freehold building 50
Building improvement 5 - 10
Fixtures, fittings, furniture and equipment 3 - 10
Motor vehicles 5
Freehold property is located at 310 and 320 Orchard Road, Singapore and comprises the following:
Freehold land
Freehold building
Building improvement
Building improvement represents the integral part of the freehold property which is not moveable.
During the financial year, the Group revised the estimated useful lives of building improvements from 6 years to 10
years. The directors are of the view that the change would more fairly reflect the future economic benefit of the fixed
assets.
The revised depreciation rate is applied prospectively without adjustment to previously reported figures. As a result
of the change, depreciation expense was lowered and consequently, loss before taxation was lowered by $126,000 for
the Group for the financial year ended 31 March 2009.
Construction-in-progress is not depreciated until such time as the relevant assets are completed and put into operational
use.
The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure that the
amount, method and period of depreciation are consistent with previous estimates and the expected pattern of
consumption of the future economic benefits embodied in the items of fixed assets.
An item of fixed assets is derecognised upon disposal or when no future economic benefits are expected from its use
or disposal. Any gain or loss arising on derecognition of the asset is included in the income statement in the year the
asset is derecognised.
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the
asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its
value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. In assessing value in use, the estimated future cash flows
expected to be generated by the asset are discounted to their present value. Where the carrying amount of an asset
exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses are recognised
in the income statement except for assets that are previously revalued where the revaluation was taken to equity. In
this case the impairment is also recognised in equity up to the amount of any previous revaluation.
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. A previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased
amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment
loss been recognised for the asset in prior years. Such reversal is recognised in the income statement unless the asset
is measured at revalued amount, in which case the reversal is treated as a revaluation increase.
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 Company’s separate financial statements, investments in subsidiaries are accounted for at cost less any impairment
loss.
An associated company is an entity, not being a subsidiary or a joint venture, in which the Group has significant
influence. The 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 Group’s investment in an associated company is accounted for under the equity method. Under the equity
method, investment in the associated company are carried on the balance sheet at cost plus post-acquisition changes
in the Group’s share of net assets of the associated company. Where there has been a change recognised directly in
the equity of the associated company, the Group recognises such changes. After application of the equity method,
the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s
net investment in the associated company.
pg
42 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
Any excess of the Group’s share of the net fair value of the associated company’s identifiable assets, liabilities and
contingent liabilities over the cost of the investment is deducted from the carrying amount of the investment and is
recognised as income as part of the Group’s share of results of the associated company in the period in which the
investment is acquired.
When the Group’s share of losses in an associated company equals or exceeds its interest in the associated company,
the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the
associated company.
The most recent available audited financial statements of the associated company is used by the Group in applying
the equity method. Where the dates of the audited financial statements used are not co-terminous with those of the
Group, the share of results is arrived at from the last audited financial statements available and unaudited management
financial statements to the end of the Group’s accounting period. Consistent accounting policies are applied for like
transactions and events in similar circumstances.
Financial assets are recognised on the balance sheet when, and only when, the Group becomes a party to the contractual
provisions of the financial instrument.
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.
A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On
derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the
consideration received and any cumulative gain or loss that has been recognised directly in equity is recognised in
the income statement.
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.
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. Gains and losses are recognised in the income statement when the loans
and receivables are derecognised or impaired, and through the amortisation process.
Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale
financial assets or not classified in any other category of financial assets. After initial recognition, available-for-sale
financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial asset are
recognised directly in the fair value adjustment reserve in equity, except that impairment losses, foreign exchange
gains and losses and interest calculated using the effective interest method are recognised in the income statement.
The cumulative gain or loss previously recognised in equity is recognised in the income statement when the financial
asset is derecognised.
Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment
loss.
The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset or a group
of financial asset is impaired.
If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been
incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the
present value of estimated future cash flows discounted at the financial asset’s original effective interest rate.
The carrying amount of the asset is reduced through the use of an allowance account. The amount of the loss
is recognised in the income statement.
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 value of the asset does not exceed its amortised cost at the reversal
date. The amount of reversal is recognised in the income statement.
Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or obligor,
and the disappearance of an active trading market are considerations to determine whether there is objective
evidence that investment securities classified as available-for-sale financial assets are impaired.
pg
44 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of
any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised
in the income statement, is transferred from equity to the income statement. Reversals of impairment losses in
respect of equity instruments are not recognised in the income statement. Reversals of impairment losses on debt
instruments are recognised in the income statement if the increase in fair value of the debt instrument can be
objectively related to an event occurring after the impairment loss was recognised in the income statement.
Cash and cash equivalents comprise cash on hand, cash with banks, short term deposits, and highly liquid investments
that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value.
These also include bank overdrafts that form an integral part of the Group’s cash management.
2.13 Stocks
Stocks are stated at the lower of cost (determined on the weighted average basis) and net realisable value. Cost includes
all costs in bringing the inventories to their present location and condition.
Net realisable value is the estimated normal selling price, less estimated costs necessary to make the sale.
2.14 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 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.
Financial liabilities are recognised on the balance sheet when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument.
Financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than derivatives,
directly attributable transaction costs. Subsequent to initial recognition, all financial liabilities are measured at amortised
cost using the effective interest method, except for derivatives, which are measured at fair value.
A financial liability is derecognised when the obligation under the liability is extinguished. For financial liabilities
other than derivatives, gains and losses are recognised in the income statement when the liabilities are derecognised
or impaired, and through the amortisation process. Any gains or losses arising from changes in fair value of derivatives
are recognised in the income statement. Net gains or losses on derivatives include exchange differences.
Borrowing costs are generally expensed as incurred except to the extent that they are capitalised. Borrowing costs
are capitalised if they are directly attributable to the acquisition, construction or production of a qualifying asset.
Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are
in progress and the expenditure and borrowing costs are being incurred. Borrowing costs are capitalised until the
assets are ready for their intended use.
The Group and the Company participate in the national pension schemes as defined by the laws of the countries in
which they have operations. The Singapore companies in the Group make contributions to the Central Provident
Fund (“CPF”) scheme in Singapore and its subsidiary companies outside Singapore make contributions to their
respective countries’ pension schemes. Contributions to national pension schemes are recognised as an expense
in the period in which the related services are performed.
Employee entitlements to annual leave are recognised as a liability when they accrue to employees. The estimated
liability for annual leave is recognised for services rendered by employees up to balance sheet date.
Employees of the Group and the Company receive remuneration in the form of share options as consideration
for services rendered.
Equity-settled transactions
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date
on which the share options are granted. In valuing the share options, no account is taken of any performance
conditions, other than conditions linked to the price of the shares of the Company (‘market conditions’),
if applicable.
The cost of equity-settled transactions is recognised in the income statement together with a corresponding
increase in the employee share option reserve, over the period in which the performance and/or service
conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award
(‘the vesting date’). The cumulative expense recognised for equity-settled transactions at each reporting date
until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate
of the number of options that will ultimately vest. The charge or credit to the income statement for a period
represents the movement in cumulative expense recognised as at the beginning and end of that period.
The employee share option reserve is transferred to share capital when the options are exercised if new shares
are issued.
pg
46 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
The Group adopted the transitional provisions of FRS 102 in respect of equity-settled awards and have
applied FRS 102 only to equity-settled awards granted after 22 November 2002 that had not vested on or before
1 January 2005.
2.18 Leases
(a) As lessee
Operating lease payments are recognised as an expense in the income statement 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 2.19 (d).
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the
Company and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received
or receivable.
Revenue is recognised upon the transfer of significant risks and rewards of ownership of the goods to the
customer, which generally coincides with delivery and acceptance of the goods sold. Revenue is not recognised
to the extent where there are significant uncertainties regarding recovery of the consideration due, associated
costs or the possible return of goods.
Dividend income is recognised when the Group’s right to receive payment is established.
Rental income is accounted for on a straight-line basis over the lease terms on ongoing leases. The aggregate
cost of incentives provided to lessees is recognised as a reduction of rental income over the lease term on a
straight-line basis.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantially enacted by the balance sheet date.
Current taxes are recognised in the income statement except that tax relating to items recognised directly in
equity is recognised directly in equity.
Deferred income tax is provided using the liability method on temporary differences at the balance sheet date
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
• Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither accounting
profit nor taxable profit or loss; and
• In respect of taxable temporary differences associated with investments in subsidiaries, associated companies
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.
• In respect of deductible temporary differences and carry-forward of unused tax credits and unused tax
losses, if it is not probable that taxable profit will be available against which the deductible temporary
differences and carry-forward of unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance
sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the
deferred tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance sheet date.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same
taxation authority.
pg
48 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
Revenues, expenses and assets are recognised net of the amount of sales tax except:
• Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation
authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part
of the expense item as applicable; and
• Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables
or payables in the balance sheet.
A business segment is a distinguishable component of the Group that is engaged in providing products or services
that are subject to risks and returns that are different from those of other business segments. A geographical segment
that is a distinguishable component of the Group that is engaged in providing products or services within a particular
economic environment and that is subject to risks and returns that are different from those of components operating
in other economic environment.
2.22 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of
the Group.
Contingent liabilities and assets are not recognised on the balance sheet of the Group.
3. Share capital
Group and Company
2009 2008
No. of No. of
shares Amount shares Amount
‘000 $’000 ‘000 $’000
Issued and fully paid
At beginning and end
of financial year 236,984 47,848 236,984 47,848
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares
carry one vote per share without restriction.
The C.K. Tang Share Option Scheme 2002 (the “Scheme”) approved by the members of the Company provides an opportunity
for employees of the Company and its subsidiaries, other than substantial shareholders of the Company, to participate in
the equity of the Company.
The Scheme is administered by the Remuneration Committee comprising directors who are not participants of the Scheme.
Members of the Remuneration Committee are disclosed in the Directors’ Report. The Scheme shall continue to be in force
at the discretion of the Committee for a period of 10 years from 31 January 2002. However the period may be extended
with the approval of members at a general meeting of the Company and of any relevant authorities which may then be
required.
At the end of the financial year, details of the options granted under the Scheme on the unissued ordinary shares of the
Company were as follows:
No. of
Balance Balance holders
as at Options Options Options as at as at Exercise Exercise
Date of 1.4.2008 granted lapsed exercised 31.3.2009 31.3.2009 price period
grant
$
2.5.2002 12,000 – − – 12,000 3 0.20 2.5.2003 -
2.5.2012
4. Reserves
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Asset revaluation reserve 231,774 259,707 – –
Translation reserve (10,984) (10,585) – –
Fair value adjustment reserve 133 210 133 210
Revenue reserve (49,268) (43,645) 47,390 70,359
171,655 205,687 47,523 70,569
(a) The asset revaluation reserve represents increases in the fair value of freehold land and building and decreases to the
extent that such decrease relates to an increase on the same asset previously recognised in equity.
(b) The translation reserve represents exchange differences arising from the translation of the financial statements of
foreign operations whose functional currencies are different from that of the Group’s presentation currency.
(c) The fair value adjustment reserve represents the cumulative fair value changes of available-for-sale financial assets
until they are disposed of or impaired.
pg
50 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
5. Fixed assets
pg
52 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
At cost
Fixtures,
fittings, Construction
furniture and Motor -in-
(b) Company equipment Vehicles progress Total
$’000 $’000 $’000 $’000
Cost
At 1 April 2007 44,267 943 387 45,597
Additions 771 – 300 1,071
Disposals/write-offs (95) – – (95)
Reclassifications 267 – (267) –
At 31 March 2008 and 1 April 2008 45,210 943 420 46,573
Additions 2,816 – 178 2,994
Disposals/write-offs (190) (403) – (593)
Reclassifications 420 – (420) –
At 31 March 2009 48,256 540 178 48,974
Accumulated depreciation and impairment
At 1 April 2007 30,109 494 – 30,603
Charge for the financial year 3,420 144 – 3,564
Disposals/write-offs (94) – – (94)
At 31 March 2008 and 1 April 2008 33,435 638 – 34,073
Charge for the financial year 3,659 135 – 3,794
Disposals/write-offs (186) (319) – (505)
At 31 March 2009 36,908 454 – 37,362
Net carrying amount
At 31 March 2008 11,775 305 420 12,500
At 31 March 2009 11,348 86 178 11,612
(c) As at 31 March 2009, the value of the freehold property of the Group located at 310 / 320 Orchard Road, Singapore
238864 / 238865, was $340,000,000 (2008 : $370,000,000) based on an independent professional valuation report dated
9 April 2009. The valuation was carried out by Jones Lang LaSalle Property Consultants Pte Ltd, a firm of professional
valuers, on an open market existing use basis.
Had the freehold property been stated at cost, its carrying amount at the end of the financial year would have been
approximately $69,849,000 (2008 : $70,460,000);
(d) Freehold land and building of the Group with a carrying amount of approximately $340,000,000 (2008: $370,000,000)
have been pledged to secure banking facilities as stated in Note 14 to the financial statements;
(e) As at 31 March 2009, the freehold land of the Group has been stated at a valuation of approximately $308,921,000
(2008: $334,819,000). No depreciation is provided on the freehold land in accordance with the Group’s accounting
policy.
(f) In 2008, the Group recognised an impairment loss of $120,000 in the carrying amounts of fixtures, fittings, furniture
and equipment. The impairment loss represents the write-down of these fixed assets to their recoverable amount
which were based on their value in use.
6. Subsidiaries
Company
2009 2008
$’000 $’000
The advances to subsidiaries are unsecured, interest-free and are not expected to be repayable within the next twelve
months from the balance sheet date.
The impairment loss on advances to subsidiaries is measured as the difference between the carrying amount of the advances
and the present value of estimated future cash flows discounted at the respective subsidiaries’ effective borrowing rates.
Details of the subsidiaries are as follows:
Country of
incorporation Effective equity
Principal and place of interest held by Cost of
Name of Company activities business the Group investment
2009 2008 2009 2008
% % $’000 $’000
Clinton (Pte.) Ltd# Dormant Singapore 100 100 750 750
Associated Catering Pte Ltd# Food catering,
operation of
beverage outlets
and cafes Singapore 100 100 101 101
Gamut Marketing Pte Ltd# Retailing of
fashion apparel
and trading in
general
merchandise Singapore 100 100 22,000 22,000
pg
54 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
6. Subsidiaries (cont’d)
Country of
incorporation Effective equity
Principal and place of interest held by Cost of
Name of Company activities business the Group investment
2009 2008 2009 2008
% % $’000 $’000
During the year, the Company increased its investments in Tangs Department Store (Trading) Sdn. Bhd. and Gamut
Marketing Sdn. Bhd., both incorporated in Malaysia from $438,000 to $30,371,000 and from $1,094,000 to $8,407,000
respectively.
7. Associated company
Group
2009 2008
$’000 $’000
Unquoted equity shares at cost 3 3
Share of post-acquisition reserves 686 473
689 476
Country of
incorporation Effective equity
Principal and place of interest held by Cost of
Name of Company activities business the Group investment
2009 2008 2009 2008
% % $’000 $’000
Held by C.K.Tang Properties
(Singapore) Pte Ltd
Legacy (Tang Plaza) Pte Ltd* Letting out Singapore 28.31 28.31 3 3
premises and
equipment
and provision
of related
ancillary services
* Audited by Cypress Singapore Public Accounting Corporation, Public Accountants and Certified Public
Accountants.
pg
56 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
8. Available-for-sale investments
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Non-current
Equity shares at cost – unquoted 131 131 1 1
Impairment loss (130) (130) – –
1 1 1 1
Current
Equity shares at cost - quoted 99 99 99 99
Investment reserve 133 210 133 210
Equity shares at fair value – quoted 232 309 232 309
The above unquoted investment includes a 26% interest in Bianca (S) Pte Ltd (“Bianca”), a company incorporated in
Singapore, amounting to $130,000 by Gamut Marketing Pte Ltd (“Gamut”). In the opinion of the directors, Gamut does
not exercise significant influence over Bianca’s financial and operating policy decisions. Accordingly, the investment
has not been accounted for as an associated company. Other than the amount invested, Gamut has no further financial
commitment in respect of Bianca.
The fair value of unquoted equity shares above cannot be reliably determined as these equity shares do not have quoted
market prices in an active market nor are other methods of reasonably estimating the fair values readily available. Accordingly,
these investments are not re-measured to their fair values.
There is no movement in allowance for impairment loss of unquoted equity shares during the financial year.
9. Stocks
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Trade debtors are non-interest bearing and are generally on 30 days’ terms. They are recognised at their original invoice
amounts which represent their fair value on initial recognition.
As at 31 March 2009, $351,000 of trade debtors (2008: $805,000) were denominated in Ringgit Malaysia.
The Group and the Company have trade debtors amounting to $1,432,000 (2008: $1,810,000) and $1,397,000 (2008 :
$4,391,000) that are past due at the balance sheet date but not impaired. These debtors are unsecured and the analysis of
their aging at the balance sheet date is as follows:-
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
pg
58 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
The Group’s and Company’s trade debtors that are individually impaired at the balance sheet date and the movement of
the allowance accounts used to record the impairment are as follows :
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Trade debtors that are individually determined to be impaired at the balance sheet date relate to debtors that are in
significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or
credit enhancements.
The Group’s and Company’s other debtors that are individually impaired at the balance sheet date and the movement of
the allowance accounts used to record the impairment are as follows :
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Other debtors that are individually determined to be impaired at the balance sheet date relate to debtors that are in
significant financial difficulties and have defaulted on payments. Other debtors are not secured by any collateral or credit
enhancements.
Trade creditors are non-interest bearing and are generally settled on 60 days’ terms.
During the year, there was a reversal of provision for expired liabilities of S$1,580,000.
As at 31 March 2009, balances in trade creditors that were denominated in foreign currencies are as follows:
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
pg
60 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Other creditors and accruals are non-interest bearing and are generally on 30 days’ terms. They are recognised at their
original invoice amounts which represent their fair value on initial recognition.
As at 31 March 2009, $2,500,000 of other creditors and accruals (2008: $3,074,000) were denominated in Ringgit
Malaysia.
As at 31 March 2009, other creditors included rental deposits received of $328,000 (2008: $277,000).
The accrued closure costs relate mainly to provision for reinstatement costs.
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
The Group’s and Company’s bank term loan balances as at 31 March 2009 are secured by the following:
- Open mortgage over freehold land and building (Note 5) at 310 / 320 Orchard Road, Singapore 238864 / 238865
which is owned by a wholly-owned subsidiary, C.K. Tang Properties (Singapore) Pte Ltd;
- Lease Agreement between wholly-owned subsidiary, C.K. Tang Properties (Singapore) Pte Ltd and the Company, and
the rental proceeds thereto, to be assigned to the Bank.
The Group’s bank term loan amounting to $119,750,000 (2008: $120,000,000) carries a floating interest rate of 2.69% p.a.
(2008: fixed rate of 3.10% p.a.) which is re-priced at six months duration. It is repayable by 9 equal semi-annual principal
instalments of $250,000 each commencing on 31 December 2008 and a lump sum payment of $117,750,000 on 30 June
2013. The first instalment amounting to $250,000 had been paid during the year.
As at 31 March 2009, the effective interest rate for the term loan was 2.58% p.a. (2008: 3.10% p.a.).
The Group’s bank term loan amounting to $16,630,000 (2008 : $16,200,000) as at 31 March 2009 carried an effective interest
rate of 3.39% p.a. (2008 : 2.80% p.a.) and is repayable on demand.
The Company’s bank term loan amounting to $9,800,000 (2008: $5,600,000) as at 31 March 2009 carried an effective interest
rate of 3.45% p.a. (2008: 2.60% p.a.) and is repayable on demand.
15. Turnover
Turnover represents invoiced value of the sale of the Group’s own goods and concessionaire sales, net of discounts and
excluding goods and services tax. Intra-group transactions have been excluded from the Group’s turnover.
Group
2009 2008
$’000 $’000
pg
62 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
Group
2009 2008
$’000 $’000
2009 2008
$500,000 and above 1 1
$250,000 to $499,999 1 1
Below $250,000 4 3
6 5
Financial expenses
Interest expense
- bank borrowings 3,763 4,294
Financial income
Interest income
- fixed deposits (5) (81)
21. Taxation
The major components of income tax expense for the years ended 31 March are as follows:
Group
2009 2008
$’000 $’000
pg
64 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
The reconciliation of the tax expense and the product of accounting loss multiplied by the applicable tax rate is as
follows:
Group
2009 2008
$’000 $’000
As at 31 March 2009, the Group had unutilised tax losses of approximately $52,337,000 (2008: $47,963,000) and unabsorbed
capital allowances of approximately $10,421,000 (2008: $9,953,000) available for set off against future profits, and giving
rise to deferred tax assets of $13,395,000 (2008: $12,174,000). The deferred tax assets are not recognised due to uncertainty
of its recoverability.
The use of the unutilised tax losses and unabsorbed capital allowances is subject to the agreement of the tax authorities and
compliance with certain provisions of the tax legislation of the respective countries in which the companies operate.
Basic earnings per share is calculated by dividing the net loss after tax and minority interests attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share amounts are calculated by dividing loss for the year that is attributable to ordinary equity holders
of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average
number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary
shares.
The following tables reflect the profit and loss and share data used in the computation of basic and diluted earnings per
share for the financial years ended 31 March:
Group
2009 2008
$’000 $’000
Number of shares
2009 2008
’000 ’000
Bank balances earn interests at floating rates based on daily bank deposit rates ranging from 0% to 0.5% p.a. (2008: 0% to
0.5% p.a.). Fixed deposits are placed for varying periods of between one day and three months depending on the immediate
cash requirements of the Group, and earn interest at the respective fixed deposit rates. The fixed deposits as at 31 March
2009 earned an effective interest rate of 1.50% p.a. (2008: 2.10% p.a.).
As at 31 March 2009, $188,000 of fixed deposits (2008: $236,000) were denominated in Ringgit Malaysia.
pg
66 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
Included in the cash and bank balances of the Group and the Company are the following balances denominated in foreign
currencies:
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
MYR 795 2,059 – –
EUR 39 51 39 51
As at 31 March 2009, $188,000 of fixed deposits (2008: $236,000) had been pledged to secure banking facilities.
In addition to the related party information disclosed elsewhere in the financial statements, significant transactions with
related parties, on terms agreed between the parties, were as follows:
Group
2009 2008
$’000 $’000
One of the directors of the Company, through his 35% (2008: 35%) equity interest in D-Day Sdn. Bhd. (“DDSB”), had
an interest in a contract for the supply of goods to a subsidiary company of the Company. The amount outstanding at the
balance sheet date was $12,000 (2008: $19,000).
These are also “interested person transactions” within the meaning of Chapter 9 of the SGX-ST Listing Manual. The values
are however below the materiality thresholds.
Company
2009 2008
$’000 $’000
In addition to the above, in the ordinary course of business, to enable its subsidiaries to operate as going concerns
for at least twelve months from the financial year end, the Company has given undertakings to provide continuing
financial support to certain subsidiaries.
The Group has various operating lease agreements for the retail outlets and most of these leases contain renewal
options with provision for rental adjustments.
Group
2009 2008
$’000 $’000
Future minimum lease payments
- not later than 1 year 12,465 13,586
- 1 year to 5 years 24,206 29,325
- more than 5 years – 3,718
36,671 46,629
pg
68 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
The primary segment reporting format is determined to be geographical segments as the Group is organised into two
major geographical segments, namely Singapore and Malaysia.
The Group’s geographical segments are based on the location of the Group’s assets. Turnover is disclosed in geographical
segments based on the location of the point of sales regardless of where the goods are produced. Assets and additions
to property, plant and equipment are based on the location of those assets.
Inter-segment pricing is on an arm’s length basis in a manner similar to transactions with third parties.
As the Group’s operations are principally in one business segment of retailing, no separate segmental information
by business segments is presented.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk, foreign currency risk
and credit risk. The Group’s risk management approach seeks to minimise the potential material effects from such risk
exposure. The Board reviews and agrees policies for managing each of these risks and ensures appropriate measures are
implemented in a timely and effective manner.
pg
70 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
The Group’s exposure to market risk for changes in interest rates results mainly from its debt obligations. The Group does
not use derivative financial instruments to hedge its debt obligations and it manages its interest cost partially by using a mix
of fixed and variable debt. The Group’s loans at floating rates are contractually re-priced at intervals of 1 to 6 months.
At 31 March 2009, if SGD interest rates had been 50 (2007: 50) basis points lower/higher with all other variables held
constant, the Group’s loss net of taxation would have been $258,088 (2008: $17,330) lower/higher, arising mainly as a result
of lower/higher interest expense on floating rate bank borrowings.
Information relating to the Group’s interest rate exposure is disclosed in the notes on the Group’s borrowings.
Liquidity risk
In the management of its liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed
adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. The management monitors
the utilisation of bank borrowings and ensures compliance with loan covenants.
The Group relies on bank borrowings as a significant source of liquidity. As at 31 March 2009, the Group and the Company
have available unutilised overdraft and short-term bank loan facilities of approximately $39.03 million (2008: $22.14 million)
and $38.75 million (2008: $18.38 million) respectively.
The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities at the balance sheet
date based on contractual undiscounted payments.
Within Within
1 year 2 to 5 years Total
$’000 $’000 $’000
Group
2009
Bank borrowings 16,630 119,750 136,380
Trade and other creditors 46,854 – 46,854
2008
Bank borrowings 16,200 120,000 136,200
Trade and other creditors 52,665 – 52,665
Company
2009
Bank borrowing 9,800 – 9,800
Trade and other creditors 39,202 – 39,202
2008
Bank borrowing 5,600 – 5,600
Trade and other creditors 44,174 – 44,174
The Group purchases stocks from several countries and, as a result, is exposed to movements in foreign currency rates. The
Company is also exposed to foreign exchange movements on its investments in and advances to foreign subsidiaries.
Currently, the Group does not normally hedge its foreign currency exposure using derivative financial instruments. However,
management monitors foreign currency exposure and will consider hedging significant foreign currency exposure should
the need arise. It is the policy of the Group not to trade in derivative foreign currency contracts.
Whenever possible, in their respective dealings with third parties, the companies in the Group use their respective functional
currencies to minimise foreign currency risk.
The Group’s foreign exchange exposures are primarily from US dollar (USD), Malaysian Ringgit (RM), Euro dollar (EUR)
and Sterling Pound (GBP). The Group does not consider foreign exchange risk arising from other currencies, such as
Australian Dollar (AUD) and Hong Kong Dollar (HKD) to be significant.
The following table demonstrates the sensitivity to a reasonably possible change in the exchange rates of USD, RM, EUR
and GBP (against SGD), with all other variables held constant, of the Group’s profit net of taxation.
Group
Loss net of taxation
(Increase)/decrease
2009 2008
$’000 $’000
Credit risk
The Group’s maximum exposure to credit risk in the event of the counterparties’ failure to perform their obligations as at
31 March 2009 in relation to each class of recognised financial asset is the carrying amount of those assets as stated in the
balance sheets.
pg
72 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
Credit risk is managed through the application of credit approvals, credit limits and monitoring procedures. The credit risk
concentration profile of the Group’s trade debtors by geographical locations as at 31 March is as follows:
Group
2009 2008
$’000 % of total $’000 % of total
The Group has no significant concentration of credit risk in relation to any single external debtor.
Trade and other debtors that are neither past due nor impaired mainly comprise debtors with good payment records.
Cash and cash equivalents and investment securities are placed with or entered into with reputable financial institutions or
companies with high credit ratings and no history of defaults.
Information regarding financial assets that are either past due or impaired is disclosed in Notes 10 and 11 to the financial
statements.
Market price risk is the risk that the fair value or future cash flows of the Group’s 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 in Singapore and are classified
as available-for-sale financial assets. The Group does not have exposure to commodity price risk.
The sensitivity analysis below is based on the assumption that an increase/decrease of market prices by 5% (2008: 5%) in
the underlying quoted equities at the reporting date would increase/decrease the Group’s fair value adjustment reserve in
equity by $11,650 (2008: $15,500) arising as a result of an increase/decrease in the fair value of equity instruments classified as
available-for-sale.
Set out below is a comparison by category of carrying amounts of the Group’s and the Company’s financial instruments
that are carried in the financial statements.
The Group
2009 2008
Financial
Available- Available- Financial
Loans for-sale liabilities at Loans for-sale liabilities at
and financial amortised and financial amortised
receivables assets cost receivables assets cost
$’000 $’000 $’000 $’000 $’000 $’000
Assets
Available-for-sale
investments
(Note 8) – 233 – – 310 –
Trade debtors
(Note 10) 5,066 – – 5,120 – –
Other debtors
(excluding
prepayments)
(Note 11) 2,663 – – 2,545 – –
Cash and cash
equivalents
(Note 23) 8,060 – – 8,831 – –
Liabilities
Trade creditors
(Note 12) – – (32,589) – – (39,547)
Other creditors
and accruals
(Note 13) – – (14,265) – – (13,118)
Bank borrowings
(Note 14) – – (136,380) – – (136,200)
15,789 233 (183,234) 16,496 310 (188,865)
pg
74 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
The Company
2009 2008
Financial
Available- Available- Financial
Loans for-sale liabilities at Loans for-sale liabilities at
and financial amortised and financial amortised
receivables assets cost receivables assets cost
$’000 $’000 $’000 $’000 $’000 $’000
Assets
Available-for-sale
investments
(Note 8) – 233 – – 310 –
Trade debtors
(Note 10) 4,684 – – 6,747 – –
Other debtors
(excluding
prepayments)
(Note 11) 725 – – 793 – –
Cash and cash
equivalents
(Note 23) 3,812 – – 3,240 – –
Liabilities
Trade creditors
(Note 12) – – (29,787) – – (35,315)
Other creditors
and accruals
(Note 13) – – (9,415) – – (8,859)
Bank borrowings
(Note 14) – – (9,800) – – (5,600)
9,221 233 (49,002) 10,780 310 (49,774)
Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties
in an arm’s length transaction.
The following methods and assumptions are used to estimate the fair value of each class of financial instruments:
Cash and cash equivalents, trade debtors, other current financial assets, trade creditors and other current liabilities
The carrying amounts of these financial instruments approximate their fair values due to the relatively short-term maturity
of these financial instruments. For available-for-sale quoted investments, these are stated at their fair values which are
estimated based on quoted market prices as at 31 March 2009.
Unquoted investments
The Group and the Company have carried all unquoted investments classified as available-for-sale financial assets at their
cost, net of any impairment loss as their fair value cannot be reasonably estimated, as required by FRS 39.
Bank borrowings
The fair values of bank borrowings with variable interest rates approximate their carrying amounts.
The fair values of bank borrowings with interest rates that are re-priced at every 6 months are calculated by discounting the
future expected repayments at the prevailing market interest rates for liabilities with the same maturity profile.
Where it is practicable to estimate with sufficient reliability, the carrying amounts and estimated fair values of bank borrowings
are as follows:
2009 2008
Carrying Carrying
amount Fair value amount Fair value
$’000 $’000 $’000 $’000
Group
Bank borrowings 119,750 119,531 120,000 119,958
pg
76 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notes to the Financial Statements
for the year ended 31 March 2009
The primary objective of the Group’s capital management is to ensure that it maintains 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 31
March 2009 and 31 March 2008.
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group’s
net debt includes interest-bearing loans and borrowings, trade and other payables, less cash and cash equivalents. Capital
includes equity attributable to the equity holders of the parent and the fair value adjustment reserve.
Group
2009 2008
$’000 $’000
The Company is in the process of seeking a voluntary delisting from the Official List of the Singapore Exchange Securities
Trading Limited. An extraordinary general meeting will be convened to seek the approval of the shareholders of the
Company for the delisting.
The financial statements for the financial year ended 31 March 2009 were authorised for issue in accordance with a resolution
of the directors on 28 June 2009.
pg
78 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Statistics of Shareholdings
as at 23 June 2009
Distribution of Shareholdings
No. of No. of
Size of Shareholdings Shareholders % Shares %
Substantial Shareholders
as at 23 June 2009 (As recorded in the Register of Substantial Shareholders)
Public Float
Based on the information available to the Company as at 23 June 2009, approximately 12.59% of the issued ordinary shares of
the Company is held by the public. The Company has complied with Rule 723 of the Listing Manual of the Singapore Exchange
Securities Trading Limited.
pg
80 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at RELC International Hotel, 30
Orange Grove Road, Level 5 (Room 506), Singapore 258352 on Friday, 31 July 2009 at 10.30 a.m. for the following purposes:
AS ORDINARY BUSINESS
1) To receive and adopt the Directors’ Report and the Audited Accounts for the financial year ended 31 March 2009, together
with the Auditors’ Report thereon. (Resolution 1)
2) To re-elect Mr Foo Tiang Sooi, a Director who retires by rotation pursuant to Article 115 of the Company’s Articles of
Association. [See Explanatory Note (i)] (Resolution 2)
3) To consider and, if thought fit, to pass a resolution pursuant to Section 153(6) of the Companies Act, Cap. 50 to re-appoint
Mr Cecil Vivian Richard Wong as a Director of the Company to hold office until the next Annual General Meeting of the
Company. [See Explanatory Note (ii)] (Resolution 3)
4) To approve the payment of up to S$180,000 as Directors’ Fees for the financial year ending 31 March 2010, to be paid
quarterly in arrears. (2009: Up to S$210,000) (Resolution 4)
5) To re-appoint Messrs Ernst & Young LLP, as Auditors and to authorise the Directors to fix their remuneration.
(Resolution 5)
6) To transact any other ordinary business that may be properly transacted at an Annual General Meeting.
AS SPECIAL BUSINESS:
To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without modifications:
That pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange Securities
Trading Limited (“SGX-ST”) and notwithstanding the provisions of the Articles of Association of the Company, authority
be and is hereby given to the Directors of the Company to:
1. (a) issue shares in the capital of the Company (whether by way of rights, bonus or otherwise); and/or
(b) make or grant offers, agreements or options (collectively, “instruments”) that may or would require shares to
be issued, including but not limited to the creation and issue of 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 may in
their absolute discretion deem fit; and
2. (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue shares in
pursuance of any instrument made or granted by the Directors while this Resolution was in force,
provided that:
(a) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in
pursuance of instruments made or granted pursuant to this Resolution) does not exceed fifty per cent (50%)
of the total number of issued shares excluding treasury shares of the Company (as calculated in accordance
with sub-paragraph (b) below), of which the aggregate number of shares to be grated other than on a pro rata
basis to shareholders of the Company with registered addresses in Singapore (including shares to be issued in
pursuance of instruments made or granted pursuant to this Resolution) does not exceed twenty per cent (20%)
of the total number of issued shares excluding treasury shares of the Company (as calculated in accordance
with sub-paragraph (b) below):
(b) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (a)
above, the percentage of the total number of issued shares excluding treasury shares of the Company shall be
calculated based on the total number of issued shares excluding treasury shares of the Company at the time
of the passing of this Resolution, after adjusting for:
(i) new shares arising from the conversion or exercise of any convertible securities;
(ii) new shares arising from exercise of share options or vesting of share awards outstanding or subsisting at
the time of the passing of this Resolution, provided the options or awards were granted in compliance
with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and
(c) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the
Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the
SGX-ST) and the Articles of Association for the time being of the Company; and
(d) unless revoked or varied by the Company in general meeting, the authority conferred by this Resolution 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 the earlier.”
[See Explanatory Note (iii)] (Resolution 6)
pg
82 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
Notice of Annual General Meeting
That the Directors of the Company be and are hereby authorised to offer and grant options in accordance with the provisions
of the C.K. Tang Share Option Scheme 2002 (the “Scheme”) and pursuant to Section 161 of the Companies Act, Chapter
50, to allot and issue from time to time such number of shares in the capital of the Company as may be required to be
issued pursuant to the exercise of the options under the Scheme provided always that the aggregate number of shares to
be issued pursuant to the Scheme shall not exceed fifteen per cent (15%) of the total number of issued shares excluding
treasury shares of the Company from time to time.” [See Explanatory Note (iv)] (Resolution 7)
Notes:
1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two (2) proxies
to attend and vote in his stead. A proxy need not be a member of the Company.
2. A member of the Company which is a corporation is entitled to appoint its authorised representatives or proxies to vote
on its behalf.
3. The instrument appointing the proxy must be lodged at the registered office of the Company at 310 Orchard Road,
Singapore 238864 not less than forty-eight (48) hours before the time fixed for the Annual General Meeting.
Explanatory Notes:
(i) Mr Foo Tiang Sooi, upon re-election as a director of the Company, will remain as a member of the Nominating
Committee.
(ii) Mr Cecil Vivian Richard Wong, upon re-election as a director of the Company, will remain as Chairman of the Audit
Committee and as a member of the Remuneration Committee. Mr Cecil Vivian Richard Wong is an Independent
Director.
(iii) Resolution 6 is to empower the Directors to issue shares in the capital of the Company and/or instruments (as defined
above). The aggregate number of shares to be issued pursuant to Resolution 6 (including shares to be issued in pursuance
of instruments made or granted) shall not exceed fifty per cent (50%) of the total number of issued shares excluding
treasury shares of the Company, with a sub-limit of twenty per cent (20%) for shares issued other than on a pro rata basis
(including shares to be issued in pursuance of instruments made or granted pursuant to this Resolution) to shareholders
with registered addresses in Singapore. For the purpose of determining the aggregate number of shares that may be issued,
the percentage of the total number of issued shares excluding treasury shares of the Company will be calculated based
on the total number of issued shares excluding treasury shares of the Company at the time of the passing of Resolution
6, after adjusting for (i) new shares arising from the conversion or exercise of any convertible securities; (ii) new shares
arising from exercise of share options or vesting of share awards outstanding or subsisting at the time of the passing of
Resolution 6, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual
of the SGX-ST; and (iii) any subsequent bonus issue, consolidation or subdivision of shares.
(iv) Resolution 7 is to authorise the Directors to offer and grant options in accordance with the provisions of the Scheme
and pursuant to Section 161 of the Companies Act, Cap. 50, to allot and issue shares under the Scheme. The size of the
Scheme is limited to fifteen per cent (15%) of the total number of issued shares excluding treasury shares of the Company
for the time being.
pg
84 ANNUAL REPORT 2009 C. K. TANG LIMITED & ITS SUBSIDIARIES
C.K. TANG LIMITED
IMPORTANT:
(Incorporated in the Republic of Singapore) 1. For Investors who have used their CPF monies to buy
(Registration No. 196100023H) C .K . Tang Limited’s shares, this A nnual Report is
forwarded to them at the request of their CPF Approved
Nominees and is sent solely FOR IN FOR M ATION
I/We, (name)
and/or failing him/her (delete as appropriate)
Proportion of Shareholdings
Name Address NRIC/Passport No. No of Shares %
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll at the Annual
General Meeting of the Company to be held at RELC International Hotel, 30 Orange Grove Road, Level 5 (Room 506), Singapore
258352 on Friday, 31 July 2009 at 10.30 a.m. and at any adjournment thereof.
(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the resolutions as set
out in the Notice of Annual General Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as
he/they may think fit, as he/they will on any other matter arising at the Annual General Meeting). *
SPECIAL BUSINESS
Ordinary Resolutions:
Resolution 6 Authority for Directors to issue shares pursuant to Section 161 of the Companies Act,
Cap. 50.
Resolution 7 Authority for Directors to offer and grant options and to issue shares in accordance
with the provisions of the C. K. Tang Share Option Scheme 2002.
* If no person is named in the space above, the Chairman of the Annual General Meeting shall be my/our proxy to vote, for or
against the Resolutions to be proposed at the Annual General Meeting as indicated below, for me/us and on my/our behalf
at the Annual General Meeting and at any adjournment thereof.
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, Cap. 50), you should insert that number of shares. If you have
shares registered in your name in the Register of Members of the Company, 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. If no number is inserted, this form of proxy will be deemed
to relate to all the shares held by you.
2. A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to
attend and vote on his behalf. A proxy need not be a member of the Company.
3. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 310 Orchard Road
Singapore 238864 not less than 48 hours before the time set for the meeting.
4. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented
by each proxy. If no such proportion or number is specified the first named proxy may be treated as representing 100%
of the shareholding and any second named proxy as an alternate to the first named.
5. 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 under
its common seal or under the hand of its officer or attorney duly authorised.
6. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the power of
attorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be
lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it
thinks fit to act as its representative at the meeting, in accordance with Section 179 of the Companies Act, Cap. 50.
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
Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company.