Annual Report 2000 - listed companytunglok.listedcompany.com/misc/ar2000.pdf · 2009-01-23 · Hence, in April 2000, Tung Lok Seafood Gallery commenced operations. In December 2000,

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M E N U

STARTERS2 Our Business

4 Chairman’s Message6 Managing Director’s Message

10 Proforma Historical Financial Summary11 Corporate Information

12 Board of Directors13 Executive Committee

14 The Artists - Our Directors of Kitchens15 Restaurant Favourites

MAIN COURSE16 Review of Operations

DESSERT29 Financial Reports

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O U R C O R P O R AT E VA L U E S

W e f o s t e r – U n i t y o f S p i r i t P r o g r e s s i v e A t t i t u d e s I n t e g r i t y o f

C h a r a c t e r C r e a t i v i t y i n o u r M i n d s e t s D e d i c a t i o n t o E x c e l l e n c e


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C O R E B U S I N E S S

We are a leading restaurant group with 13 restaurants serving up INNOVATIVE MENUS,

INTERESTING DINING CONCEPTS and IMPECCABLE SERVICE. Our restaurants

specialise in a wide variety of cuisine such as Beijing, Cantonese, Hunan, Japanese,

Sichuan, modern Chinese, seafood, vegetarian and East-West fusion. Our trademarks

are premium cuisine, efficient and friendly service and overall pleasurable dining experience

contributed in no small measure by the interesting and tasteful decor in all our restaurants

ranging from theme dining offered by establishments such as The Red Book and

Lao Beijing to upmarket chic as epitomised by Club Chinois and Jade.

O U R C O M P L E M E N T A R Y A C T I V I T I E S

Our mainstay restaurant business is complemented by our PRODUCTION OF DIANXIN and

DIANXIN INGREDIENTS, festive food items and pastries which are distributed to our

restaurants for sale. Production is carried out in our soon-to-be relocated food processing

facility in Jalan Boon Lay. We also cater for and manage wedding banquets held in our

restaurants. We provide management expertise to restaurants within and outside

Singapore. We manage Spice Garden Restaurant in Singapore, and Taipan Restaurant and

Ming Seafood Restaurant in Indonesia.

2 OUR BUSINESSSTARTERS


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3


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ZHOU YINGNAN . CHAIRMAN

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CHAIRMAN’S MESSAGE 5

In 1980, I made my foray into the restaurant business with Charming Garden at the

Orchid Inn (now known as the Copthorne Orchid Singapore). At that time, I was in the textile

manufacturing business. I opened the restaurant on the premise that Singaporeans have

an affinity for fiery flavours, which is the signature of Hunan cuisine. Hence, Singapore’s

first Hunan restaurant was born.

We are now a Group of 13 restaurants, at last count. From the provinces of Central China,

we have ventured to other territories, borrowing their cooking techniques and unique

recipes. In addition to Hunan cuisine, our culinary repertoire now includes Cantonese,

Sichuan, Beijing as well as an eclectic assortment of Fusion, Japanese, Seafood and

Vegetarian. Twenty years on, the Tung Lok Group – while remaining faithful to

traditional Chinese cuisine – has also moved with the times, reaching out to the young

and trendy, offering them a cuisine representative of their own generation - a happy

combination of old and new, East and West, traditional and modern.

With our listing in March 2001, WE BEGIN A NEW PHASE. With listing comes a responsibility

to additional stakeholders, namely our shareholders. It entails public accountability.

Looking at the current team we have, from management to the service level staff,

I have confidence that they will pass the most stringent tests with flying colours. This

team has taken us to new heights with the opening of each successive restaurant.

Just looking at the past year alone, we opened three restaurants, each one distinctive

from the other, each one with a strong identity in terms of food, ambience and concept.

Yet all of them share, as do the other restaurants within the Group, the same unwavering

commitment to offering the best food in the finest Chinese and Asian tradition.

It leaves me only to wish everyone involved in making Tung Lok what it is today,

a name synonymous with the highest standards in food, service and total dining

experience, the very best for the coming months. Let us continue to make TUNG LOK

THE BRAND OF BRANDS within the F&B industry.

ZHOU YINGNANApril 2001


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ANDREW TJIOE . MANAGING DIRECTOR

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MANAGING DIRECTOR’S MESSAGE 7

“ T H E O N L Y C O N S T A N T I S C H A N G E . ” H E R A C L I T U S

With the start of the new millennium, the Tung Lok Group readily accepted change.

We took the GIANT STEP OF LISTING on SGX-SESDAQ in March 2001, starting our life as

a public listed company. But long before this momentous event in our Group’s short but

illustrious history, there was already much business activity and mapping out of the

Group’s future direction. It is true to say that we have always believed in looking ahead,

even when we had just opened our first restaurant, Charming Garden, 21 years ago.

T H E R E I S N O S A T U R A T I O N P O I N T

Each new restaurant we open marks another exciting chapter in the Tung Lok story.

We believe in constantly offering new menus and dining concepts. EACH NEW RESTAURANT

IS DIFFERENT from any of our existing restaurants within the Group. This is how we

remain competitive in the ever-changing F&B industry, to suit the fancies of the palate

and discerning tastes of consumers. We believe that in this industry, there is no such

thing as too many or too much! As long as innovative cuisine is offered, together with

our other distinguishing trademarks of distinctive ambience and impeccable service, we

will always have a strong following.

D I S T I N G U I S H I N G O U R S E L V E S

Being able to interpret food trends and offer items that appeal

to a variety of tastes has been a key ingredient to the Group’s

success. We saw the potential for an upscale seafood restaurant

along East Coast Parkway which would offer seafood delicacies

in the comfort of a vibrant, exquisitely decorated restaurant.

Hence, in April 2000, Tung Lok Seafood Gallery commenced

operations. In December 2000, we opened our 12th restaurant, Jade, at The

Fullerton Hotel. As its name suggests, Jade, the most precious of all gemstones in

ancient China, aims to offer a dining experience which is truly exquisite - a wonderful

gastronomic feast. Strategically located in the heart of the business district, JADE HAS

PROVED IMMENSELY POPULAR since its opening.

M E A S U R E O F S U C C E S S

If success is measured in purely monetary terms, the Tung Lok Group in FY2000-FY2001

has reason to be proud. Our Group’s restaurant operations continued to perform better

as our turnover increased from S$41.0 million in FY1999 to S$49.7 million in FY2000,

representing a 21.2% increase. The increase in turnover was due mainly to the improved


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performances of the existing restaurants and the three new restaurants, The Red Book,

Tung Lok Seafood Gallery and Jade. The three new outlets contributed S$4.0 million or

8% of the Group’s revenue. Total operating expenses increased by 23.4% from

the previous year’s S$23.5 million to S$29.0 million for FY2000 due primarily to higher

labour costs as pay levels were reinstated to pre-recession levels and to new hires at

managerial level. Also contributing to the increase was the establishment of the three

new restaurants which, in total, registered operating expenses of S$3.5 million.

Nonetheless, despite an increase in operational expenses, profit before tax for the

Group improved by S$0.5 million from S$4.0 million in FY1999 to S$4.5 million in FY2000,

a 13.5% increase. Without the inclusion of the three new establishments, which were

not expected to be profitable in their first year of operations, the Group’s profit before

tax would have been S$5.6 million. Aside from our restaurants, Tung Lok provides

restaurant management services to four restaurants, House of Mao and Spice Garden in

Singapore, and Taipan Restaurant and Ming Seafood Restaurant in Indonesia. Total

management fees received from these restaurants amounted to less than 1% of our

turnover in FY2000. The Group also produces festive food items for Chinese New

Year and Mid-Autumn festival and cakes and pastries for special occasions such as

weddings, newborn arrivals or birthdays, that are distributed through our restaurants.

Mooncake sales alone amounted to S$1.3 million for FY2000. Despite the

delectable financial figures, success means more than financial performance to us.

It is the recognition that the industry has accorded to our individual

restaurants for their menus, service and overall dining ambience.

As a sampling of our achievements, our newly opened The Red Book

and Tung Lok Seafood Gallery were included in Singapore Tatler’s

Singapore’s Best Restaurant List in year 2000; our flagship restaurant,

Tung Lok, was inducted into Restaurants Asia’s “Fine Dining Hall of

Fame” in April 2000; and Club Chinois was chosen to play host again

to the prestigious World Gourmet Summit 2000.

” T H E S E C R E T O F S U C C E S S I S C O N S I S T E N C Y O F P U R P O S E . "

B E N J A M I N D I S R A E L I

In going forward and further enhancing our reputation as a leading innovative restaurant

group, we have expansion plans both in Singapore and eventually within the region,

through the growth of full service restaurants as well as through joint ventures and

partnerships with local and foreign partners. In March 2001, we opened our second Lao

Beijing outlet at Novena Square. We have plans for another Lao Beijing outlet in the

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9

second half of 2001. Additionally, we are looking into the setting up

of noodle houses although the discussions and proposals are still very

much in the preliminary stages. We have identified, as a

complementary growth strategy to our domestic expansion, the selective

franchising of theme restaurants such as Lao Beijing which we foresee

as having the potential to be exported regionally. We intend to franchise

Lao Beijing in Singapore in the first half of 2002 and certain other

Asian countries by end 2002. In December 2001, we will relocate our production

facility and corporate office to our new premises at Bukit Batok Techpark 21. With our

expanded capacity we will venture into the manufacture of various sauces and savouries,

cakes and cookies as well as the outside catering business. To support our franchising

model, our expanded production facility will also be integral to supplying our future

franchisees with our original ingredients. We intend to further strengthen our

brand name through the provision of restaurant operating services, eventually becoming

a significant player as a restaurant operator for hotels and recreational clubs. We also

intend to enter into strategic joint ventures with European F&B operators to set up new

businesses here.

B O N A P P E T I T

Closest to our hearts at Tung Lok is, of course, food. Aside from all our strategic plans,

what is of most interest to our patrons, is our chock-a-block calendar of events for the

coming months ahead. As is our style at Tung Lok restaurants, we not only offer you

the wonderful creations from our own talented chefs, we widen the choice of menus

for limited periods of the year, presenting you a sampling of culinary delights from

visiting renowned chefs such as Susur Lee and Jean-Georges Vongerichten. Club Chinois

once again played HOST TO THE WORLD GOURMET SUMMIT this year and for the month

of April 2001, you would have sampled the wonderful creations of chef Roy Yamaguchi

from Hawaii. It leaves me and those who have worked so hard alongside me at

Tung Lok to say two words: Bon Appetit.

ANDREW TJIOEApril 2001


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10 PROFORMA HISTORICAL FINANCIAL SUMMARY

P R O F O R M A O P E R AT I N G R E S U L T S F O R T H E G R O U P ( 1 )

$’000 FY1997 FY1998 FY1999 FY2000

Turnover 37,536 37,134 41,016 49,706

Profit/(Loss) before taxation 293 (2,091) 3,970 4,507

Taxation (296) (9) (740) (1,227)

Profit/(Loss) after taxation but before (3) (2,100) 3,230 3,280minority interests

Profit attributable to our Proforma Group (85) (1,665) (2,939) 3,104

P R O F O R M A F I N A N C I A L P O S I T I O N O F T H E G R O U P ( 1 )

As at 31 December

$’000 1997 1998 1999 2000

Property, plant and equipment 2,079 2,211 1,497 3,620

Goodwill on consolidation 652 283 - -

Investment in deconsolidation companies 802 100 100 -

Current assets 3,808 4,130 6,679 9,088

Total Assets 7,341 6,724 8,276 12,708

Current liabilities 7,496 10,027 8,748 8,555

Non-current liabilities 300 78 162 897

Shareholders’ equity (720) (3,672) (1,198) 2,968

Minority Interests 265 291 564 288

Total liabilities and equity 7,341 6,724 8,276 12,708

(Net liabilities)/NTA per share( 2 ) (cents) (1.72) (4.94) (1.50) 3.71

NOTE1 The financial summary for the four financial years ended 31 December 1997 to 2000 presented above are extracted from the prospectus

of the Company dated 10 March 2001. This was prepared on the assumption that the Group Structure arising from the restructuringexercise to facilitate the listing of the Company’s shares on SGX-SESDAQ has been in place throughout the period above.

2 For comparative purposes,(net liabilities)/NTA per Share for the period under review have been computed based on the pre invitationshare capital of 80,000,000 Shares.


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CORPORATE INFORMATION 11

B O A R D O F D I R E C T O R SZhou YingnanNon-Executive Chairman

Tjioe Ka MenManaging Director

Tjioe Ka InExecutive Director

Ban Song LongIndependent Director

Ker Sin Tze (Dr)Independent Director

Tan Eng Liang (Dr)Independent Director

A U D I T C O M M I T T E EBan Song LongKer Sin Tze (Dr)

Tan Eng Liang (Dr)

Tjioe Ka Men

C O M PA N Y S E C R E TA R YMichael Tay Kwang How

R E G I S T E R E D O F F I C E1 Sophia Road #05-03 Peace CentreSingapore 228149Tel. 337 1712Fax. 337 4225

S H A R E R E G I S T R A R A N D S H A R ET R A N S F E R O F F I C EM & C Services Private Limited138 Robinson Road #17-00Hong Leong CentreSingapore 068906

A U D I T O R SDeloitte & Touche95 South Bridge Road #09-00Pidemco CentreSingapore 058717Partner in charge : Cheng Ai Phing (Ms)

P R I N C I PA L B A N K E R SOversea-Chinese BankingCorporation LtdUnited Overseas Bank Ltd


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12 BOARD OF DIRECTORS

(from top left to right) ZHOU YINGNAN Chairman . ANDREW TJIOE Managing Director . TJIOE KA INBAN SONG LONG . DR TAN ENG LIANG . DR KER SIN TZE


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(front, L TO R) TJIOE KA IN Vice President Operations . ANDREW TJIOE Managing Director

LILIAN RAE HIW CHIEW SHEN Vice President Operations

(back, L TO R) RENA LEONG Senior Manager Corporate Affairs . VINCENT PHANGVice President Catering Sales . DAWN RANJI DAVID Manager Corporate Affairs

and Communications . DAVID CHUA PHAK MONG Financial Controller

E X E C U T I V E C O M M I T T E E

Our day to day operations are left in the hands of our dedicated and talented executive

committee. Each a specialist in his or her own field, together they make a formidable

team which has made Tung Lok what it is today. In the true art of service, these tireless

individuals work quietly behind the scene, running the financial, operations, marketing

and corporate matters of the company.

EXECUTIVE COMMITTEE 13


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14 THE ARTISTS - OUR DIRECTORS OF KITCHENS

(from left) ALBERT TSE . SAM LEONG


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RESTAURANT FAVOURITES 15

(from top left to right) Deep Fried Prawns with Wasabi Mayo . Steamed Marinated Sea-Perch with Glutinous Rice inJapanese Bamboo Leaf . Roast Marinated Rack of Lamb with Lamb Reduction, Polenta, Mango Salsa,Chilli Mint Chutney . Famous Teochew-style Popiah


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16 REVIEW OF OPERATIONSMAIN COURSE

CHARMING GARDEN The Tung Lok “original”, being thefirst restaurant of the Group, Charming Garden has an orientalsetting with a relaxed atmosphere. The kitchen isstaffed by creative and versatile masterchefs from aroundthe region who specialise in the distinctive Hunan andSichuan cuisine. Like fine wine which improves with age,this restaurant which is over twenty years old, still attractsa large following.Copthorne Orchid Singapore 214 Dunearn Road Singapore 299526

Tel: 251 8149 Fax: 255 3762

H A L L O W E D H A L L W A Y S O F F O O D

Our restaurants are our pride and joy; each one is distinctive with a clearly identifiable

character. The next few pages will allow you a glimpse through the doors of the various

establishments which collectively make up Tung Lok Restaurants (2000) Ltd.


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17TUNG LOK Our flagship restaurant is summed up in these words:TASTEFUL AND ELEGANT. Original art pieces – Chinese paintings – adornthe walls of the restaurant to lend a stately air. In April 2000Tung Lok was inducted into Restaurants Asia’s “Fine Dining Hall ofFame”. It also garnered the title “Most Popular Chinese Restaurant” inRadio Corporation of Singapore’s Gourmet Hunt 2000.177 River Valley Road #04-07/09 Liang Court Complex Singapore 179030

Tel: 336 6022 Fax: 339 6483


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18GRAND PAVILION Decorated in the style of a GrandDining Pavilion, an entire length of one wall in the restaurantis made up of picture windows, giving the venue a bright,airy atmosphere. A most popular dining haunt in theKatong District, Grand Pavilion serves up a wide variety ofHong Kong Dianxin at lunchtime.21 Amber Road Chinese Swimming Club Singapore 439870

Tel: 440 2222 Fax: 440 6663


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19KIPPO PAVILION A Sino-Japanese restaurant servingSichuan, Hunan, Cantonese Cuisine and Japanese specialties,Kippo Pavil ion is the first of its kind in Singapore.

Housed in the exclusive Keppel Club, this restaurantoffers a perfect serene and peaceful setting for quiet dining.Keppel Club Bukit Chermin Singapore 109918

Tel: 273 3398 Fax: 273 9716


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20CLUB CHINOIS Club Chinois which opened in 1997, is our upmarket Chineserestaurant specialising in modern Chinese cuisine with inspirational dashes ofWestern cooking. The decor of Club Chinois resembles a restaurant inShanghai of the 1930s, replete with awe-inspiring Chinese paintings. Through its doors have passed culinary luminaries such as Wang HongFa fromthe famous Diaoyutai State Guesthouse, Beijing, Jean-Georges Vongerichten ofthe Vong Group of Restaurants and Canadian Masterchef, Anthony Walsh.

Noted for its wine list as well as for its gourmet offerings, in the past year,Club Chinois has once again done us proud by receiving the “Best Wine List”award in the Asian category by Wine & Dine in year 2000. It was also onceagain, a hosting venue for the prestigious World Gourmet Summit 2000.1 Tanglin Road #02-18 Orchard Parade Hotel Singapore 247905

Tel: 834 0660 Fax: 834 0550


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21LINGZHI VEGETARIAN Vegetarian food took on a new personawhen LingZhi Vegetarian came onto the dining scene with an extensivemenu dedicated to fresh vegetables, mushrooms and even fruits.

With a relaxed, cosy, tasteful and charming ambience, LingZhiVegetarian has become a popular gathering place for the healthconscious, vegetarian food lovers and businessmen alike.


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23

< NOBLE HOUSE THE GRAND DAME OF RESTAURANTS, NobleHouse is famed for its fine Chinese and Seafood cuisine preparedby masterchefs from Hong Kong. With its impressive highceilings flanked on either side by 11 Private Dining Rooms, thisestablishment is the perfect setting for almost any event. Thereare also six karaoke function rooms, three of which provide theoption for diners to “sing while they eat”. Revenuegenerated from wedding packages by Noble House accounted for5.9% of the Group’s revenue in 2000.

5 Shenton Way #06-13 UIC Building Singapore 068808

Tel: 227 0933 Fax: 227 0233

THE PARAMOUNT The Paramount is distinguished from our otherCantonese cuisine restaurants by its KTV facilities offering our dinersan entertainment option to accompany the fine food which comprisesseafood steamboat and Japanese sushi and sashimi, in addition toCantonese cuisine.30 East Coast Road #01-01/02/02A/03 Paramount Shopping Centre Singapore 428751

Tel: 440 3233 Fax: 440 1933


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24THE RED BOOK Extensive Mao Memorabilia adornThe Red Book. For history buffs, there is a collection of200 porcelain pieces and other memorabilia, transportingpatrons back to a bygone era in Chinese history. TheRed Book offers a scrumptious menu of Modern Asian dishes.In 1999 it was voted one of Singapore’s “Hottest Restaurants”by EAST Magazine. In 2000, The Red Book was on SingaporeTatler’s Best Restaurants List.422 Orchard Road #01-09/10 Orchard Hotel Shopping Arcade Singapore 238879

Tel: 733 7667 Fax: 733 7557


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25TUNG LOK SEAFOOD GALLERY A Gallery of tasteful art piecesand even more tasteful seafood and Japanese culinary offerings, TungLok Seafood Gallery provides an oasis of calm with its undersea themeof swirling blues and aquamarine tanks. On the menu are someof the freshest ideas in seafood, featuring the best of international andoriental delights including a full range of sushi and sashimi.Blk B 1000 East Coast Parkway 2nd Floor East Coast Recreation Centre Singapore 449876

Tel: 246 0555 Fax: 246 0550


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27LAO BEIJING Delightfully set in the style of a typicalBeijing-style teahouse, Lao Beijing’s specialities includeGuotie, Jiaozi, Noodles and one of the best “Do-It-Yourself”Popiah in town. The relaxed casual atmosphere is a perfectaccompaniment for the heartwarming dishes and theenergetic service. The restaurant concept has provedso successful that a second outlet was opened at NovenaSquare on 8 March 2001.400 Orchard Road #03-45 Orchard Towers Singapore 238875

Tel: 738 7207 Fax: 738 2582

238 Thomson Road #02-11/12 Novena Square Singapore 307683

Tel: 358 4466 Fax: 358 4400


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28JADE Exquisite Jade. Regarded in ancient China as adivine gift from the Gods, Jade serves only the best food,expertly handled by our talented chefs and served in anambience deserving of its name. From the impeccable serviceto the designer tableware, Jade screams of quiet understatedbut clearly evident elegance. Jade focuses mainly onmodernised Cantonese creations. Since its opening inDecember 2000, Jade has been booked to capacity day andnight.1 Fullerton Square #01-02 The Fullerton Hotel Singapore 049178

Tel: 877 8188 Fax: 538 4494

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F I N A N C I A L R E P O R T

30

MENU

DESSERT31 Directors’ Report36 Auditors’ Report37 Balance Sheets

38 Profit and Loss Statements39 Statement of Changes in Equity

40 Cash Flow Statement41 Notes To Financial Statements

50 Statement of Directors51 Corporate Governance Statement/

Additional Information52 Statistics of Shareholdings

53 Notice of Annual General Meeting55 Proxy Form

Financial Report (FINAL) 08/05/2001, 11:23 AM30

31DIRECTORS’ REPORT31 December 2000

The directors present their report together with the audited financial statements of the Company and of the Group forthe financial period from the date of incorporation on 29 June 2000 to 31 December 2000.

The Company was incorporated under the name of Dello Investments Pte Ltd. It was subsequently renamed as Tung LokRestaurants (2000) Pte Ltd on 30 October 2000. Subsequent to the end of the financial period, the Company wasconverted into a public limited company and renamed as Tung Lok Restaurants (2000) Ltd.

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

Zhou Yingnan (Appointed on 28 September 2000)Tjioe Ka Men (Appointed on 28 September 2000)Tjioe Ka In (Appointed on 1 March 2001)*Ban Song Long (Appointed on 1 March 2001)Ker Sin Tze (Dr) (Appointed on 1 March 2001)Tan Eng Liang (Dr) (Appointed on 1 March 2001)

* Tjioe Ka In was appointed as an alternate director to Zhou Yingnan on 28 September 2000 and ceased to be an alternate director following her appointment asdirector on 1 March 2001.

PRINCIPAL ACTIVITIESThe principal activities of the Company are that of investment holding while those of subsidiaries relate to theoperations of restaurants.

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

ACQUISITIONS AND DISPOSALS OF SUBSIDIARIESThe Group was formed as a result of a restructuring exercise (the “Restructuring Exercise”) undertaken for thepurpose of the listing the Company’s shares on the Singapore Exchange Securities Trading Limited.

The Restructuring Exercise, which was made effective on 1 August 2000 involved the Company acquiring theoperations, business undertakings, relevant operating assets and liabilities of companies related to the controllingshareholders. Except for the two entities, namely Lao Beijing Dining Hall Pte Ltd and Club Chinois Pte Ltd whichbecame subsidiaries of the Company pursuant to the Restructuring Exercise, the operations acquired from the otherentities operate as divisions of a wholly owned subsidiary of the Company, Tung Lok Millennium Pte Ltd.

The consideration for the purchase of the operations, business undertakings, relevant operating assets and liabilitieswas based on the net tangible assets of the entities concerned as at 31 July 2000 as follows:

Consideration by way of issue Share of net Percentage ofName of subsidiary of ordinary shares $1 each tangible assets interest acquired

Tung Lok Millennium Pte Ltd 1,368,222 1,368,222 100Lao Beijing Dining Hall Pte Ltd 191,100 191,100 60Club Chinois Pte Ltd 27,392 27,392 75

The purchase consideration was satisfied by the issuance of shares in the Company at par to the controllingshareholders subsequent to the end of the financial period (Note 26).


32 DIRECTORS’ REPORT31 December 2000

RESULTS FOR THE FINANCIAL PERIODGroup Company

$ $

Profit (Loss) after income tax 1,531,439 (15,000)Minority interests (150,764) -Net profit (loss) attributable to shareholdersand accumulated profits (losses) at end of period 1,380,675 (15,000)

MATERIAL TRANSFERS TO/FROM RESERVES AND PROVISIONSThere were no material transfers to or from reserves and provisions during the financial period.

ISSUE OF SHARES AND DEBENTURESDuring the financial period:

i. the Company increased its authorised capital from $100,000 to $10,000,000 by the creation of another 9,900,000shares of $1 each.

ii. the Company and the subsidiary, Tung Lok Millennium Pte Ltd issued 2 ordinary shares of $1 each at par forcash to the subscribers to the Memorandum and Articles of Association for incorporation.

The other subsidiaries did not issue any shares during the financial period.

No debentures were issued by the Company or subsidiaries during the financial period.

ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF ACQUISITION OFSHARES AND DEBENTURES

Neither at the end of the financial period nor at any time during the financial period did there subsist anyarrangement whose object is to enable the directors of the Company to acquire benefits by means of the acquisitionof shares or debentures in the Company or any other body corporate except that pursuant to the RestructuringExercise as disclosed in paragraph “Acquisitions and Disposals of Subsidiaries” above, the Company is to issue andallot 1,110,700 (out of 1,586,741) ordinary shares of $1 each at par and credited as fully paid to Zhou HoldingsPte Ltd, being part of the total consideration shares to be issued and allotted by the Company in satisfaction of theacquisition of the operation, business undertakings, operating assets and liabilities of companies related to thecontrolling shareholders. Zhou Yingnan, Tjioe Ka Men and Tjioe Ka In are deemed to be interested in these 1,110,700shares which were issued and allotted to Zhou Holdings Pte Ltd on 28 February 2001. Tung Lok Millennium Pte Ltdis also to issue and allot 1,368,220 shares of $1 each at par, credited as fully paid to the Company in considerationof the acquisition of certain assets and operations from the Company. Zhou Yingnan, Tjioe Ka Men and Tjioe Ka Inare deemed to be interested in the 1,368,220 shares which were issued and allotted to the Company on28 February 2001.



DIRECTORS ’ INTERESTS IN SHARES AND DEBENTURESThe particulars of the directors’ interest in the shares of the Company and the related companies at the end of thefinancial period are as follows:

Shareholdings registered Shareholdings in which directorsin the name of the directors are deemed to have an interest

At date of At end of At date of At end ofappointment period appointment period

Ordinary shares of $1 eachThe Company

Zhou Yingnan - - - 2Tjioe Ka Men - - - 2Tjioe Ka In - - - 2

The Holding Company

Zhou Holdings Pte LtdZhou Yingnan - 1 - -Tjioe Ka Men - 1 - -Tjioe Ka In - - - 2

Subsidiaries

Tung Lok Millennium Pte LtdZhou Yingnan - - - 2Tjioe Ka Men - - - 2Tjioe Ka In - - - 2

Lao Beijing Dining Hall Pte LtdZhou Yingnan - - 150,000* 150,000*Tjioe Ka Men 30,000 30,000* 150,000* 150,000*Tjioe Ka In - - 150,000* 150,000*

Club Chinois Pte LtdZhou Yingnan - - 600,000* 600,000*Tjioe Ka Men 80,000 80,000* 600,000* 600,000*Tjioe Ka In - - 600,000* 600,000*

* The Company entered into sale and purchase agreements on 8 February 2001 (“the Agreements”) with the relevant parties pursuant to which the Company acquiredthe 150,000 shares (inclusive of the 30,000 shares owned by Tjioe Ka Men) in Lao Beijing Dining Hall Pte Ltd and 600,000 shares (inclusive of the 80,000 sharesowned by Tjioe Ka Men) in Club Chinois Pte Ltd with effect from 31 July 2000. On fulfillment of the conditions contained in the Agreements, these shares wereregistered in the name of the Company on 28 February 2001.

DIVIDENDSNo dividend has been paid, declared or recommended by the Company since its incorporation.


34 DIRECTORS’ REPORT31 December 2000

DIRECTORS ’ ACTIONS RELATING TO BAD AND DOUBTFUL DEBTSBefore the profit and loss statement and the balance sheet were made out, the directors of the Company tookreasonable steps to ascertain that proper action had been taken in relation to the writing off and providing for badand doubtful debts of the Company and have satisfied themselves that all known bad debts if any of the Companyhave been written off and where necessary adequate provision has been made for doubtful debts.

At the date of this report, the directors of the Company are not aware of any circumstances which would render anyamounts written off or provided for bad and doubtful debts of the group inadequate to any substantial extent.

DIRECTORS ’ ACTIONS RELATING TO CURRENT ASSETSBefore the profit and loss statement and the balance sheet were made out, the directors of the company tookreasonable steps to ascertain that any current assets of the Company which were unlikely to realise their bookvalues, in the ordinary course of business, have been written down to their estimated realisable values or wereadequately provided for.

At the date of this report, the directors of the Company are not aware of any circumstances which would render thevalue attributable to current assets in the consolidated financial statements misleading.

CHARGES ON ASSETS AND EXISTENCE OF CONTINGENT LIABILITIES AFTER PERIOD END DATEAt the date of this report:

a. there does not exist any charge on the assets of the Company or any corporation in the Group which has arisensince the end of the financial period which secures the liability of any other person; and

b. there does not exist any contingent liability of the Company or any corporation in the Group which has arisensince the end of the financial period.

ABILITY TO MEET OBLIGATIONSNo contingent or other liability of the Company or any corporation in the Group has become enforceable or is likelyto become enforceable within the period of twelve months after the end of the financial period which, in theopinion of the directors of the Company, will or may substantially affect the ability of the Company and of thegroup to meet its obligations as and when they fall due.

OTHER CIRCUMSTANCES AFFECTING FINANCIAL STATEMENTSAt the date of this report, the directors of the Company are not aware of any circumstances not otherwise dealtwith in the report or consolidated financial statements which would render any amount stated in the financialstatements of the Company and the consolidated financial statements misleading.

UNUSUAL ITEMSIn the opinion of the directors of the company, the results of the operations of the Company and of the Group havenot been substantially affected by any item, transaction or event of a material and unusual nature during thefinancial period.



UNUSUAL ITEMS AFTER PERIOD END DATEIn the opinion of the directors of the Company, no item, transaction or event of a material and unusual nature hasarisen in the interval between the end of the financial period and the date of the report which would affectsubstantially the results of the operations of the Company and of the Group for the financial period in which thisreport is made.

DIRECTORS ’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITSSince the date of incorporation, no director has received or become entitled to receive a benefit by reason of acontract made by the Company or a related corporation with the director or with a firm of which he is a member, orwith a company in which he has a substantial financial interest except as disclosed in the financial statements andthat certain directors have received remuneration from related corporations in their capacity as directors and orexecutives of those related corporations.

OPTION TO TAKE UP UNISSUED SHARESDuring the financial period, no option to take up unissued shares of the Company or any corporation in the Groupwas granted.

OPTION EXERCISEDDuring the financial period, there were no shares of the Company or any corporation in the Group issued by virtueof the exercise of an option to take up unissued shares.

UNISSUED SHARES UNDER OPTIONAt the end of the financial period, there were no unissued shares of the Company or any corporation in the Groupunder option.

AUDITORSThe auditors, Deloitte & Touche, have expressed their willingness to accept re-appointment.

ON BEHALF OF THE DIRECTORS

Zhou Yingnan

Tjioe Ka Men

8 March 2001


36 AUDITORS’ REPORT31 December 2000

We have audited the financial statements of the Company and of the Group set out on pages 36 to 49. The financialstatements include the balance sheet of the Company and of the Group as at 31 December 2000, the profit and lossstatement and the statement of changes in equity of the Company and of the Group and the consolidated cash flowstatement of the Group for the financial period from the date of incorporation on 29 June 2000 to 31 December 2000.These financial statements are the responsibility of the company’s directors. Our responsibility is to express an opinionon these financial statements based on our audit.

We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan andperform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates madeby the directors, as well as evaluating the overall financial statement presentation. We believe that our audit providesa reasonable basis for our opinion.

In our opinion:a. the financial statements and consolidated financial statements are properly drawn up in accordance with the

provisions of the Singapore Companies Act and Singapore Statements of Accounting Standard and so as to give atrue and fair view of:

i. the state of affairs of the Company and of the Group as at 31 December 2000, the results and changes in equityof the Company and of the Group and cash flows of the Group for the financial period from the date of incorporationon 29 June 2000 to 31 December 2000; and

ii. the other matters required by Section 201 of the Act to be dealt with in the financial statements and consolidatedfinancial statements;

b. the accounting and other records and the registers required by the Act to be kept by the Company and the subsidiariesincorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisionsof the Act.

We are satisfied that the financial statements of the subsidiaries that are consolidated with the financial statementsof the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidatedfinancial statements and we have received satisfactory information and explanations as required by us for thosepurposes.

Our reports on the financial statements of the subsidiaries were not subject to any qualification and did not includeany comment made under Section 207 (3) of the Act.

Deloitte & ToucheCertified Public Accountants

Cheng Ai PhingPartner

Singapore8 March 2001


37BALANCE SHEETS31 December 2000

Notes Group Company$ $

ASSETSCurrent assets:

Cash 4,881,735 2Trade receivables 5 1,525,949 -Other receivables and prepayments 6 1,690,476 238,444Inventories 7 989,325 -Total current assets 9,087,485 238,446

Non-current assets:Subsidiaries 8 - 1,586,714Property, plant and equipment 9 3,619,576 -

Total assets 12,707,061 1,825,160

LIABILITIES AND EQUITYCurrent liabilities:

Trade payables 10 3,977,414 -Other payables 11 3,838,279 253,444Current portion of finance leases 12 189,183 -Bank borrowings 13 126,160 -Income tax payable 424,254 -Total current liabilities 8,555,290 253,444

Non-current liabilities:Finance leases 12 351,852 -Long-term borrowings 13 354,419 -Deferred income tax 190,555 -Total non-current liabilities 896,826

Minority interests 287,554 -

Capital and reserves:Issued capital 14 2 2Unalloted and unissued capital 15 1,586,714 1,586,714Accumulated profits (losses) 1,380,675 (15,000)Total equity 2,967,391 1,571,716

Total liabilities and equity 12,707,061 1,825,160

See accompanying notes to financial statements.


38 PROFIT AND LOSS STATEMENTSFinancial period from 29 June 2000 (date of incorporation) to 31 December 2000

Notes Group Company$ $

Revenue 16 22,005,411 -

Cost of sales (7,270,205) -

Gross profit 14,735,206 -

Other operating income 17 46,500 -

Administrative expenses (6,921,942) -

Other operating expenses (5,914,164) (15,000)

Profit (Loss) from operations 1,945,600 (15,000)

Finance cost (15,330) -

Profit (Loss) before income tax 18 1,930,270 (15,000)

Income tax expense 19 (398,831) -

Profit (Loss) after income tax 1,531,439 (15,000)

Minority interests (150,764) -

Profit (Loss) for the period and accumulated profits 1,380,675 (15,000)(losses) at end of financial period

Earning per share (cents) 20 0.87



39STATEMENT OF CHANGES IN EQUITYFinancial period from 29 June 2000 (date of incorporation) to 31 December 2000

Issued Unalloted and Accumulatedcapital unissued capital profits (losses) Total

$ $ $ $Group

Issue of 2 ordinary shares 2 - - 2

Unallotted and unissued ordinary shares of $1 each at parpursuant to the Restructuring Exercise (see Note 26) - 1,586,714 - 1,586,714

Net profit for the period - - 1,380,675 1,380,675

Balance at 31 December 2000 2 1,586,714 1,380,675 2,967,391

Company

Issue of 2 ordinary shares 2 - - 2

Unallotted and unissued ordinary shares of $1 each at parpursuant to the Restructuring Exercise (see Note 26) - 1,586,714 - 1,586,714

Net loss for the period - - (15,000) (15,000)

Balance at 31 December 2000 2 1,586,714 (15,000) 1,571,716



40 CONSOLIDATED CASH FLOW STATEMENTFinancial period from 29 June 2000 (date of incorporation) to 31 December 2000

Group

CASH FLOWS FROM OPERATING ACTIVITIESProfit before income tax 1,930,270Adjustments for:

Depreciation expense 545,238Interest income (714)Interest expense 15,330

Operating profit before working capital changes 2,490,124Trade receivables (914,656)Other receivables and prepayments (639,918)Inventories 123,211Trade payables 428,576Other payables 1,228,527

Cash generated from operations 2,715,864

Interest paid (15,330)Interest received 714Income tax paid (17,279)

Net cash from operating activities 2,683,969

CASH FLOWS FROM INVESTING ACTIVITIESDisposal of property, plant and equipment 34,135Purchase of property, plant and equipment (1,213,786)Acquisition of subsidiaries (Note 23) 2,939,397

Net cash from investing activities 1,759,746

CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuing shares 2Proceeds from borrowings 480,578Repayments of obligations under finance leases (42,560)

Net cash from financing activities 438,020

Net increase in cash and cash at end of financial period 4,881,735



41NOTES TO FINANCIAL STATEMENTS31 December 2000

1 GENERALThe Company is incorporated in the Republic of Singapore with its registered office at 1 Sophia Road #05-03, PeaceCentre, Singapore 228149. Its principal place of business is at 298 Tiong Bahru Road, #14-02/04 Central Plaza,Singapore 168730. The financial statements are expressed in Singapore dollars.

The principal activities of the Company are that of investment holding while those of the subsidiaries relate to theoperations of restaurants.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBASIS OF ACCOUNTING - The financial statements have been prepared in accordance with the historical costconvention. They have been properly drawn up in accordance with the provisions of the Singapore Companies Actand Singapore Statements of Accounting Standard.

BASIS OF CONSOLIDATION - The consolidated financial statements incorporate the financial statements of the Companyand its subsidiaries made up to 31 December. The results of subsidiaries acquired or disposed of during the period areincluded in the consolidated profit and loss statement from the effective date of acquisition or up to the effectivedate of disposal. All significant intercompany transactions and balances are eliminated on consolidation.

SUBSIDIARIES - Investments in subsidiaries are carried at cost in the Company’s financial statements. Provision ismade for any permanent impairment in value of investment.

DEPRECIATION - Depreciation is provided on gross carrying amounts in equal annual instalments over the estimateduseful lives of the assets, which are as follows:

Kitchen equipment - 5 yearsFurniture, fixtures and equipment - 3 to 5 yearsMotor vehicles - 4 to 5 years

No depreciation is provided on properties under construction.

Fully depreciated assets still in use are retained in the financial statements.

INVENTORIES - Inventories comprising mainly food stuff are stated at the lower of cost (first-in, first out method)and net realisable value. Cost includes all costs of purchase and other costs incurred in bringing the inventories totheir present location and condition.

REVENUE RECOGNITION - Sales of food and beverages are recognised when food and beverages are delivered.

OBLIGATIONS UNDER FINANCE LEASES - Amounts held under finance leases are recognised as assets at their fairvalues at the date of acquisition. The corresponding liability to the lessor is included in the balance sheet as afinance lease obligation. Finance cost, which represents the difference between the total leasing commitments andthe fair value of the amounts acquired, is charged to the profit and loss statement over the term of the relevantlease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for eachaccounting period.

INCOME TAX - Tax expense is determined on the basis of tax effect accounting, using the liability method, and it isapplied to all significant timing differences. Deferred tax benefit is not recognised in the financial statementsunless there is a reasonable expectation of its realisation.


42 NOTES TO FINANCIAL STATEMENTS31 December 2000

FOREIGN CURRENCY TRANSACTIONS - Transactions in foreign currencies are recorded in Singapore dollars at the ratesruling at the dates of the transactions. At each balance sheet date, recorded monetary balances and balances carriedat fair value that are denominated in foreign currencies are reported at the rates ruling at the balance sheet date. Allrealised and unrealised exchange adjustment gains and losses are dealt with in the profit and loss statement.

3 HOLDING COMPANY AND RELATED COMPANY TRANSACTIONSThe directors deemed the Company as a subsidiary of Zhou Holdings Pte Ltd, incorporated in Singapore which isalso the Company’s ultimate holding company. Related companies in these financial statements refer to membersof the Holding Company’s group of companies.

Some of the Company’s transactions and arrangements are between members of the Group and the effects of theseon the basis determined between the parties are reflected in these financial statements. The intercompany balancesare without fixed repayment terms and interest unless stated otherwise.

There were no significant intercompany transactions.

4 RELATED PARTY TRANSACTIONSParties are considered to be related if one party has the ability to control the other party or exercise significantinfluence over the other party in making financial and operating decision. Related parties are entities with commondirect or indirect shareholders and or directors.

Some of the Company’s and the Group’s transactions and arrangements are with related parties and the effect ofthese on the basis determined between the parties are reflected in these financial statements. The balances arewithout fixed repayment terms and interest unless stated otherwise.

There were no significant related party transactions.Group Company

$ $

Sales of food and beverages (801,526) -Management fee income (50,000) -Purchases of food and beverages 557,553 -

5 TRADE RECEIVABLESGroup Company

$ $

Outside parties 1,158,592 -Related parties (Note 4) 383,257 -

1,541,849 -Less provision for doubtful debts (15,900) -Net 1,525,949 -

Movements in above provision:Balance at beginning of period - -Charge to profit and loss 15,900 -Balance at end of period 15,900 -



The balances due from related parties are unsecured and non-interest bearing. A controlling shareholder hasundertaken to reimburse the Group for any amount which is not recoverable from the related parties.

6 OTHER RECEIVABLES AND PREPAYMENTSGroup Company

$ $

Security deposits 1,078,407Related parties (Note 4) 344,573 -Prepayments 256,344 238,444Other receivables 34,961 -

1,714,285 238,444Less: Provision for doubtful receivable from related parties (23,809) -Net 1,690,476 238,444

The balances due from related parties are unsecured and non-interest bearing. A controlling shareholder hasundertaken to reimburse the Group for any amount which is not recoverable from the related parties.

The provision for doubtful receivable was brought forward from the antecedent companies.

7 INVENTORIESGroup Company

$ $

Food and beverages, at cost 989,325 -

8 SUBSIDIARIESThe Company

$

Unquoted equity shares, at cost 1,586,714

Place of Effective equityincorporation/ Date of Cost interest held Principal

Name of company operation incorporation $ by the Group activities

Tung Lok Millennium Pte Ltd Singapore 29 July 2000 1,368,222 100% Restauranteur

Lao Beijing Dining Hall Pte Ltd Singapore 28 November 1983 191,100 60% Restauranteur

Club Chinois Pte Ltd Singapore 15 August 1997 27,392 75% Restauranteur

Total 1,586,714



9 PROPERTY, PLANT AND EQUIPMENTFurniture,

Kitchen fixtures and Motor Properties underEquipment equipment vehicles construction Total

$ $ $ $ $

Cost:Acquisition of subsidiaries 2,399,575 7,532,610 522,391 132,825 10,587,401Additions 83,217 92,201 66,006 972,362 1,213,786Disposals (85,450) (120,950) - - (206,400)At end of financial period 2,397,342 7,503,861 588,397 1,105,187 11,594,787

Accumulated depreciation:Acquisition of subsidiaries 1,969,690 5,530,094 102,454 - 7,602,238Depreciation for the financial period 110,018 383,448 51,772 - 545,238Disposal (85,450) (86,815) - - (172,265)At end of financial period 1,994,258 5,826,727 154,226 - 7,975,211

Net book value:At end of period 403,084 1,677,134 434,171 1,105,187 3,619,576

Plant and equipment with a total cost of approximately $851,000 are acquired under finance leases.

10 TRADE PAYABLESGroup Company

$ $

Outside parties 3,930,811 -Related parties (Note 4) 46,603 -Total 3,977,414 -

11 OTHER PAYABLESGroup Company

$ $

Subsidiary (Notes 8) - 170,444Accrued expenses 2,307,012 83,000Refundable security deposits 308,201 -Others 1,223,066 -Total 3,838,279 253,444



12 OBLIGATIONS UNDER FINANCE LEASESGroup

Present valueMinimum of minimum

lease payments lease payments$ $

Amounts payable under finance leases:Within one year 212,286 197,624Within the second to fifth year 399,514 343,411

611,800 541,035Less: Future finance charges (70,765) -Present value of lease obligations 541,035 541,035Less: Amount due within 12 months (shown under current liabilities) (189,183) (189,183)

Amount due after 12 months 351,852 351,852

The rate of interest ranges from 4.25% to 18% per annum.

13 LONG-TERM BORROWINGSGroup Company

$ $

Bank borrowings 480,579 -Current portion (126,160) -Non-current portion 354,419 -

The borrowings are secured by properties under construction, with a total cost of $1,105,187 and are guaranteedby certain directors of the subsidiary. The borrowings are repayable in 240 monthly instalments commencing in thecurrent financial period. The borrowings bear interest at 5.25% per annum.

14 ISSUED CAPITALGroup Company

$ $

Authorised:10,000,000 ordinary shares of $1 each 10,000,000 10,000,000

Issued and fully paid:2 ordinary shares of $1 each 2 2

The Company was incorporated with an authorised share capital of $100,000 comprising 100,000 shares of $1each. During the period, the Company increased its authorised share capital from $100,000 to $10,000,000 by thecreation of another 9,900,000 shares of $1 each. The Company issued 2 ordinary shares of $1 each at par to thesubscribers to the Memorandum and Articles of Association for incorporation. Subsequent to 31 December 2000the Company issued new shares which is set out in Note 26 to the financial statements.



15 UNALLOTED AND UNISSUED CAPITALThis presents the consideration payable by the Company in the form of shares in the Company in respect of thepurchase of the operations, business undertakings and assets pursuant to the Restructuring Exercise. The relevantshares were issued to the shareholders subsequent to the end of the financial period (Note 26).

16 REVENUEGroup Company

$ $

Food and beverages 20,217,229 -Service charges 1,738,182 -Management fee 50,000 -Total 22,005,411 -

17 OTHER OPERATING INCOMEGroup Company

$ $

Interest income 714 -Others 45,786 -Total 46,500 -

18 PROFIT (LOSS) BEFORE INCOME TAXIn addition to the charges and credits disclosed elsewhere in the notes, this item includes the following charges(credits):

Group Company$ $

Depreciation expense 545,238 -Directors’ remuneration:

Directors of the Company 194,607 -Directors of the subsidiaries - -

Auditors’ remuneration:Auditors of the Company 100,000 15,000

Provision for doubtful trade receivables 15,900 -Interest expense to non-related companies 15,330 -Interest income from non-related companies (714) -

19 INCOME TAX EXPENSESGroup Company

$ $

Current 395,331 -Deferred 3,500 -Total 398,831 -

The income tax expense is less than the amount of income tax expense determined by applying the Singapore taxrate of 25.5% to profit before income tax as a result of the utilisation of approximately $452,000 tax losses by oneof the subsidiaries.



20 EARNING PER SHAREEarnings per share is based on the profit for the financial period of $1,380,675 divided by 1,586,716 being thenumber of shares outstanding including the unalloted and unissued capital as if they have been alloted and issued.

21 STAFF COST AND NUMBER OF EMPLOYEESTotal staff costs for the group for the financial period amounted to $5,945,350.

The number of employees in the group at 31 December 2000 was 579.

22 SEGMENTAL INFORMATIONThe Group currently operates in the Republic of Singapore and in one main line of business, being that of restaurantbusiness. Therefore the requirement on the disclosure of information relating to the industrial and geographicalsegments of the operations is not applicable.

23 ACQUISITION OF SUBSIDIARIESThe Restructuring Exercise, which was made effective on 1 August 2000 involved the Company acquiring theoperations, business undertakings, relevant operating assets and liabilities of companies related to the controllingshareholders for the total consideration of $1,586,714. The consideration was satisfied by the issuance of shares tothe shareholders subsequent to the end of the financial period (see Note 26).

$

Net assets acquired:Property, plant and equipment 2,985,163Trade receivables 611,293Other receivables and prepayments 1,050,558Inventories 1,112,536Cash 2,939,937Trade payables (3,548,838)Other payables (2,610,292)Finance leases (583,595)Provision for taxation (46,200)Deferred tax liabilities (187,058)Minority interests (136,790)Total consideration 1,586,714

To be satisfied by issuance of shares (1,586,714)-

Net cash inflow arising on acquisition:Cash consideration -Cash acquired 2,939,397Net 2,939,397



24 CAPITAL EXPENDITURE COMMITMENTSThe Group The Company

$ $

Estimated amounts committed for future capital expenditurebut not provided for in the financial statements 2,324,131 -

Authorised but not yet contracted for 390,800 -

25 OPERATING LEASE COMMITMENTSAt the balance sheet date, commitments in respect of operating leases with a term of more than one period wereas follows:

Group Company$ $

Within 1 period 5,699,639 -Within 2 to 5 periods 12,213,192 -After 5 periods 76,800 -

26 SUBSEQUENT EVENTSi. Subsequent to the end of the financial period, the Company was given an option by the controlling shareholders

to either acquire the shares of two restaurant companies, namely the House of Mao and Spice Garden, owned bythem or acquire the business undertaking of these two companies at a value to be agreed between the Companyand the controlling shareholders.

The option may be exercised any time during the 3 years up to and including 31 March 2004. In addition, theCompany was given option by the controlling shareholder to purchase the controlling shareholder’s shares intwo of the restaurant companies, namely PT Naga and PT Nobel, in Indonesia when the laws in Indonesia permitforeign shareholders to participate in share ownership.

ii. At an Extraordinary General Meeting held on 7 February 2001, the shareholders of the Company approved,among other things:

a. the Restructuring Exercise; and

b. the issuance of 1,999,998 new ordinary shares of $1 each including the rights issue of 413,284 ordinaryshares of $1 each in the Company at par for cash on the basis of 6 shares for every 23 ordinary shares held.

iii. At an Extraordinary General Meeting held on 5 March 2001, the shareholders of the Company approved, amongother things, the following:

a. the sub-division of each of the ordinary shares of $1.00 each in the authorised and issued and paid-upshare capital of the Company into 40 ordinary shares of $0.025 each (“Sub-division of shares”);

b. the conversion of the Company into a public limited company and the change of the name to Tung LokRestaurants (2000) Ltd;

c. the adoption of the new Articles of Association of the Company;



d. the issuance of 20,000,000 new Shares of $0.025 each pursuant to the Invitation. The Invitation Shares,when issued and fully paid, will rank pari passu in all respects with the existing issued and fully paid-up Shares;

e. the authorisation for the directors, pursuant to Section 161 of the Act and the Articles of Association, toallot and issue shares from time to time (whether by way of rights, bonus or otherwise) and upon suchterms and conditions and for such purposes and to such person as the Directors may in their absolutediscretion deem fit, provided that the aggregate number of shares issued pursuant to such authority shallnot exceed 50% of the issued and paid-up share capital of the Company for the time being, of which theaggregate number of shares issued other than on a pro-rata basis to the existing shareholders of theCompany shall not exceed 20% of the issued share capital of the Company for the time being and, unlessrevoked or varied by the Company in general meeting, such authority shall continue in force until theconclusion of the next Annual General Meeting (“AGM”) of the Company or on the date by which the nextAGM is required by law to be held, whichever is earlier; and

f. the approval for the Company and its subsidiaries or any of them to enter into future transactions, in theordinary course of business, with the Directors, the substantial shareholders and their associates in accordancewith the shareholders’ mandate.

27 COMPARATIVE FIGURESThe financial statements cover the financial period since incorporation on 29 June 2000 to 31 December 2000. Thisbeing the first set of financial statements, there are no comparative figures.


50

In the opinion of the directors, the financial statements set out on pages 36 to 49 are drawn up so as to give a trueand fair view of the state of affairs of the Company and of the Group as at 31 December 2000, the results and changesin equity of the Company and of Group, and the cash flows of the Group for the financial period from the date ofincorporation on 29 June 2000 to 31 December 2000 and at the date of this statement there are reasonable grounds tobelieve that the Company will be able to pay its debts as and when they fall due.

ON BEHALF OF THE DIRECTORS

Zhou Yingnan

Tjioe Ka Men

8 March 2001

STATEMENT OF DIRECTORS


51CORPORATE GOVERNANCE STATEMENT/

ADDITIONAL INFORMATION

CORPORATE GOVERNANCE STATEMENTThe Directors and management of the Company are committed to maintain high standards of corporate governance andtransparency in order to protect the interests of the shareholders.

THE BOARD OF DIRECTORSThe Board consists of three independent non-executive directors, one non-executive director and two executivedirectors. The Board sets the overall strategy of the Group and approves key financial and operational directives.

AUDIT COMMITTEEThe Audit Committee which was formed on 8 March 2001, comprises three independent non-executive directors, Mr BanSong Long (Chairman of the Audit Committee), Dr Ker Sin Tze and Dr Tan Eng Liang, and Mr Tjioe Ka Men, the ManagingDirector of the Company. Recognising the importance of good corporate governance and the offering of high standardsof accountability to the shareholders, our Audit Committee shall meet periodically to perform the following functions:

a. review the audit plans of our Group’s external auditors;b. review the external auditors’ report;c. review the co-operation given by our Group’s officers to the external auditors;d. review the financial statements of our Group before submission to our Board of Directors;e. nominate external auditors for re-appointment;f. review interested person transactions; andg. review the remuneration packages of our Directors, Executive Officers and employees who are related to our

Directors and substantial shareholders

Apart from the duties listed above, our Audit Committee shall commission and review the findings of internalinvestigations into matters where there is any suspected fraud or irregularity or failure of internal controls orinfringement of any Singapore law, rule or regulation which has or is likely to have material impact on our Group’sresults and/or financial position.

DEALING IN SECURITIESThe Board of Directors fully supports the Best Practices Guide introduced by the Singapore Exchange Securities TradingLimited with regard to securities transactions and will issue a policy on securities dealings to employees of the Group.

ADDITIONAL INFORMATIONPROPERTY

The property of the Group as at 31 December 2000 is as follows:Site Area Net Book Value as at

Location Description (sq ft) Tenure/Unexpired Term Cost 31 December 2000($m) ($m)

20 Bukit Batok Crescent, #11-05/06/07/08/09 Office cum 14,424 60 years commencing 3.3 1.1*Enterprise Centre, Singapore 658080 factory building 13 March 1997/57 years

* This represents the progress payment paid up to 31 December 2000 in respect of the property.

INTERESTED PERSON TRANSACTIONSIn compliance with Chapter 9A of the Listing Manual of the Singapore Exchange Securities Trading Ltd, a shareholders’mandate dated 5 March 2001 was obtained for the following type of interested person transactions (as defined inChapter 9A of the Listing Manual). The value of these transactions carried out by the Group during the financialperiod from 29 June 2000 (date of incorporation) to 31 December 2000 are as follows:

$Sales of food and beverages (801,526)Purchases of food and beverages 557,553Management fee income (50,000)


52 STATISTICS OF SHAREHOLDINGSas at 16 April 2001

Authorised Share Capital : $10,000,000/-Issued and Fully Paid Capital : $2,500,000/-Class of Shares : Ordinary shares of $0.025 eachVoting Rights : One vote per share

ANALYSIS OF SHAREHOLDINGSRange of shareholdings No of shareholders % No of shares %

1 - 1,000 142 14.50 142,000 0.141,001 - 10,000 549 56.08 2,326,000 2.3310,001 - 1,000,000 280 28.60 17,362,000 17.361,000,001 - Above 8 0.82 80,170,000 80.17Total 979 100 100,000,000 100.00

TOP 25 SHAREHOLDERSName of shareholders No of shares %

1. Zhou Holdings Pte Ltd 53,200,000 53.202. Goh Cheng Liang 9,348,000 9.353. Sim Seng Kiang 4,686,000 4.694. Sim Lai Hee 4,104,000 4.105. Sim Seng Jin 3,291,000 3.296. Tay Kwang Thiam 3,116,000 3.127. Yeow Seng (Shark’s Fin) Pte Ltd 1,400,000 1.408. Ong Kian Kok 1,025,000 1.039. Chua Soon Beng Ellen 965,000 0.9610. Tan Chee Kien 913,000 0.9111. OCBC Securities Private Limited 694,000 0.6912. How Yim Soo 450,000 0.4513. Lim Jik Jwee 402,000 0.4014. Foo Toon Swee 300,000 0.3015. UOB Kay Hian Pte Ltd 215,000 0.2216. Leong Yoke Foon 210,000 0.2117. Benedict Chen Onn Meng 200,000 0.2018. Chau-Chan Sui Yung 200,000 0.2019. Chua Siah How 200,000 0.2020. Henky Irawan 200,000 0.2021. Kozukuri Hidekazu 200,000 0.2022. Leow Sheong Voon 200,000 0.2023. Maria Elizabeth Liman 200,000 0.2024. Sarabjit Singh Bajaj S/O Balwant Singh Bajaj 200,000 0.2025. Tung Jeannie 200,000 0.20

Total 86,119,000 86.12

SUBSTANTIAL SHAREHOLDERSName of shareholders Direct Interest % Deemed Interest %

Zhou Holdings Pte Ltd 53,200,000 53.20 - -Goh Cheng Liang 9,348,000 9.35 - -Zhou Yingnan - - 53,200,000* 53.20Tjioe Ka Men - - 53,200,000* 53.20Tjioe Ka In - - 53,200,000* 53.20

* deemed to be interested in these shares held by Zhou Holdings Pte Ltd.

DIRECTORS ’ INTEREST IN SHARES AS AT 21 JANUARY 2001Name of Directors Direct Interest Deemed Interest

Zhou Yingnan - 2**Tjioe Ka Men - 2**Tjioe Ka In - 2**

** ordinary shares of $1/- each.


53

NOTICE IS HEREBY GIVEN THAT the 1st Annual General Meeting of TUNG LOK RESTAURANTS (2000)LTD will be held at Fort Canning Country Club, Percival Room, 2nd Floor, 11 Canning Walk,Singapore 178881 on Monday, 28 May 2001 at 10.00 a.m. for the following purposes:

ORDINARY BUSINESS1 To receive and adopt the audited accounts for the financial period from 29 June 2000 (Date

of Incorporation) to 31 December 2000 and the Reports of the Directors and Auditors.

2 To re-elect the following Directors retiring in accordance with Article 97 of the Company’sArticles of Association:

a. Mr Tjioe Ka Menb. Mr Ban Song Longc. Dr Ker Sin Tzed. Dr Tan Eng Liange. Ms Tjioe Ka In

3 To pass the following resolution:“That pursuant to Section 153(6) of the Companies Act, Cap 50, Mr Zhou Yingnan be and ishereby re-appointed as a Director of the Company to hold office until the next Annual GeneralMeeting.”

4 To re-appoint Messrs Deloitte & Touche as Auditors and to authorise the Directors to fix theirremuneration.

5 To transact any other ordinary business of an Annual General Meeting of which due noticeshall have been given.

SPECIAL BUSINESS6 To consider and, if thought fit, pass the following as Ordinary Resolutions, with or without

modification :

a. “That pursuant to Section 161 of the Companies Act Cap 50, the Directors be and arehereby empowered and authorised to allot and issue shares (whether by way of rights,bonus or otherwise) on such terms and conditions whether cash or otherwise and withsuch rights and restrictions as they may think fit to impose, provided that the aggregatenumber of shares issued pursuant to such authority shall not exceed fifty (50) per cent ofthe issued share capital of the Company at any time, of which the aggregate number ofsuch shares to be issued other than on a pro-rata basis to the then existing shareholdersof the Company shall not exceed twenty (20) per cent of the issued share capital of theCompany. Such authority shall continue to be in force until the conclusion of the nextAnnual General Meeting or the expiration of the period within which the next AnnualGeneral Meeting of the Company is required by law to be held, whichever shall be theearlier (unless earlier revoked or varied in a General Meeting).”

(Resolution 1)

(Resolution 2a)(Resolution 2b)(Resolution 2c)(Resolution 2d)(Resolution 2e)

(Resolution 3)

(Resolution 4)

(Resolution 5)

(Resolution 6a)

NOTICE OF ANNUAL GENERAL MEETING


54

b. i. “That approval be and is hereby given pursuant to Chapter 9A of the Listing Manualof the Singapore Exchange Securities Trading Limited, for the Company and itssubsidiaries (the “Group”) to enter into any of the transactions falling within thetypes of Interested Person Transactions, particulars of which are set out in pages 68to 72 (inclusive) of the Company’s Prospectus dated 10 March 2001 with any partywho is an interested person as described in the Prospectus provided that suchtransactions are made on an arm’s length basis and on normal commercial terms;

ii. the approval given in paragraph (i) above shall, unless revoked or varied by theCompany in General Meeting, continue in force until the next Annual General Meetingof the Company; and

iii. the Directors of the Company be and are hereby authorised to complete and do allacts and things (including executing all such documents as may be required) as theymay consider expedient or necessary or in the interests of the Company to giveeffect to the approval given in paragraph (i) above and/or this Resolution”.

By Order of the Board

MICHAEL TAY KWANG HOWSecretary

Singapore, 9 May 2001

NOTE:1 A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy

need not be a member of the Company. The instrument appointing a proxy must be deposited at the Company’s Registered Office, 1 Sophia Road#05-03, Peace Centre, Singapore 228149, not less than 48 hours before the time fixed for holding the Meeting.

2 a. Mr Tjioe Ka Men who is not an Independent Director, is a member of the Audit Committee.b. Mr Ban Song Long is an Independent Director and Chairman of the Audit Committee.c. Dr Ker Sin Tze is an Independent Director and Member of the Audit Committee.d. Dr Tan Eng Liang is an Independent Director and Member of the Audit Committee.

EXPLANATORY NOTES ON SPECIAL BUSINESS TO BE TRANSACTED :

Resolution 6aThis is to empower the Directors to issue shares in the Company up to 50% of the issued share capital of the Company for the time being (in thecase of issuance other than on a pro rata basis to existing shareholders, such aggregate number of shares not to exceed 20% of the Company’sissued share capital for the time being), for such purposes as they consider to be in the interests of the Company. Such authorisation commencesfrom the passing of the resolution and ends on the conclusion of the next Annual General Meeting of the Company or the expiration of the timeperiod within which the next Annual General Meeting is required by law to be held, whichever is earlier.

Resolution 6bThis is to renew the shareholders’ mandate for recurrent revenue transactions with interested persons and will empower the Directors of theCompany from the date of the above Meeting until the next Annual General Meeting to do all acts necessary to give effect to this ordinaryresolution. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company.

(Resolution 6b)

NOTICE OF ANNUAL GENERAL MEETING


55PROXY FORM

I/We, (Name) of

(Address)being a member/members of the abovenamed Company, hereby appoint Mr/Mrs/Ms

Name Address NRIC/Passport Proportion ofNumber Shareholdings (%)

a.

and/or (delete as appropriate)Name Address NRIC/Passport Proportion of

Number Shareholdings (%)

b.

as my/our proxy/proxies to attend and to vote for me/us and on my/our behalf and, if necessary, to demand a poll, atthe 1st Annual General Meeting of the Company to be held at Fort Canning Country Club, Percival Room, 2nd Floor,11 Canning Walk, Singapore 178881 on Monday, 28 May 2001 at 10.00 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 theResolutions to be proposed at the Meeting as indicated hereunder. 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 Meeting).

No Resolutions Relating To For Against

1 Adoption of Reports and Accounts

2 Re-election of Directors

a. Mr Tjioe Ka Men

b. Mr Ban Song Long

c. Dr Ker Sin Tze

d. Dr Tan Eng Liang

e. Ms Tjioe Ka In

3 Re-appointment of Mr Zhou Yingnan as a Director

4 Re-appointment of Auditors

5 Other Business

6 a. Authority to issue shares (General)

b. Renewal of the mandate for Interested Person Transactions pursuant to Chapter 9A of the Listing Manual of the

Singapore Exchange Securities Trading Limited.

Dated this day of 2001 Total No. of Shares Held

Signature(s) of Member(s) or Common Seal

IMPORTANT - Please read Notes on the reverse.


56

NOTES:1 Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in

Section 130A of the Singapore Companies Act, Chapter 50), you should insert that number of Shares. If you have Shares registered in your namein the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register andShares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in theDepository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy orproxies shall be deemed to relate to all the Shares held by you.

2 A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and voteinstead of him.

3 Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his shareholding (expressedas a percentage of the whole) to be represented by each proxy.

4 The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at 1 Sophia Road #05-03, Peace Centre,Singapore 228149, not less than 48 hours before the time appointed for the Annual General Meeting.

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 theinstrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer orattorney duly authorised.

6 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 itsrepresentative at the Annual General Meeting, in accordance with Section 179 of the Singapore Companies Act, Chapter 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 wherethe true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxyor proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy orproxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hoursbefore the time appointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company.


Documents

Annual Report 2000 - listed companytunglok.listedcompany.com/misc/ar2000.pdf · 2009-01-23 · Hence, in April 2000, Tung Lok Seafood Gallery commenced operations. In December 2000,