GOLDEN MOMENTS - 早报 · SINCERE_AR-Front-FA 6/30/05 7:44 PM Page 2 THE BUSINESS 2 The golden jubilee year of 2004 marks a momentous milestone in the eminent journey of Sincere

SINCERE_AR-Front-FA 6/30/05 7:44 PM Page 1

G O L D E N M O M E N T S

2 The Business

4 Message by Chairman &

Group Managing Director

8 Corporate Data

10 Group Structure

11 The Retail Network

12 The Golden Jubilee Collection

14 Singapore

24 Malaysia

30 China

34 Thailand

48 Taiwan

42 Indonesia

44 Korea

47 Financial Report


T H E B U S I N E S S

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The golden jubilee year of 2004 marksa momentous milestone in the eminentjourney of Sincere Watch Limited. Thecompany started its humble beginningsmore than 50 years ago as a one-manwatch counter along Singapore’s NorthBridge Road in 1954. Along this growthpath, Sincere Watch overcame all oddsamidst an evolving political-economiclandscape and has assumed a leadingrole in developing the emerging marketof fine watches in the Southeast andNorth Asia regions.

The continuous success of the company is built firmly on

the foundation of i ts four strategic pi l lars: Brand

Management, Fine Watch Retai l ing, Lifestyle Watch

Retailing and Travel Watch Retailing. With a keen sense

on the pulse of the world’s horological development, an

intimate knowledge of consumers’ needs and equipped

with strong brand management capability, Sincere Watch

is constantly in the forefront of innovative retail concepts;

establishing itself as Asia’s foremost purveyor of fine

watches and a premier watch specialist. The latter is

especially demonstrated by Sincere Watch's innovative

classification of its diverse product range into the three

ser ies of Technics, Luxe and Act ive. The SeriesTechnics is targeted at the true appreciator of mechanical

timepieces that are of precise and laborious creations.

The Series Luxe caters to the connoisseurs of artistic

horological masterpieces bejeweled with gems and precious

stones of the finest quality. The Series Active supports

the physical rigours in the lifestyle of the sophisticated

sporting individuals with its range of precise, accurate

timepieces equipped with specific performance-enhancing

functions. This classification has thus positioned Sincere

Watch wel l to meet the needs of the increasingly

sophisticated consumers of today.


SINCERE WATCH LIMITED ANNUAL REPORT 2005

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BrandManagementThe successes of notablewatch brands like Franck Muller,A. Lange & Söhne, Chaumet,Zenith, F.P. Journe, Pierre Kunz,Dubey & Schaldenbrand,de GRISOGONO and L.U.C byChopard Manufacture within thefledgling Asian horologicalmarket, epitomizes the strongbrand management capability ofSincere Watch. The rise in statureof these coveted brands in thisregion is directly attributable tothe efforts of the company,having built and nurtured thesebrands carefully over the years.Based on its intimate knowledgeof these brands and the needsof the region’s consumers, SincereWatch has consistently deliveredthe desired results on the brandsunder its charge.

Fine WatchRetailingEven with an expanded retailfocus, fine watch retailing stillremains an integral part of thecompany’s operations. Thecompany’s pursuance ofexcellence through this pillar ispivoted on the company’scontinuous strategic collaborationwith the world’s best brands;bringing them into this regionthrough its boutiques and retailnetwork. Besides its relentlessefforts in building the brandawareness of the world’s finestbrands, Sincere Watch lives upto its name as a premier watchspecialist with its focus onequipping the staff in thecompany with the knowledgeand understanding of theproducts to serve its customerswith impeccable service quality.

Travel WatchRetailingTravel watch retailing remainsa viable element of thecompany’s business despite theshockwaves suffered by thetravel industry amidst risingsecurity concerns. With freshmarketing and retail initiatives,Sincere Watch is constantlyreaching out to the marketattracted by the exceptionallylow duty free prices through itsretail outlets located inSingapore’s Changi InternationalAirport and Vietnam’s Ho ChiMinh City Airport. WithSingapore Tourism Board’s driveto hit 17 million visitors toSingapore by 2015, SincereWatch is certainly wellpositioned to take fulladvantage of this niche marketthat will increase in tandem withthe growth of the inboundtravel industry.

Lifestyle WatchRetailingWith a keen awareness of theshifting trends and untappedmarkets with vast potential inthis region, Sincere Watchforayed into the lifestyle watchretailing through its emotus TimeCulture retail concept. Targetingthe region’s growing mobileprofessionals armed withincreasing spending capacity,emotus Time Culture presentsunique brands befitting thelifestyle of this group atcompetitive prices. Therevolutionary retail concept,which embraces minimalism inits store design, has met withresounding success in Singaporeand Malaysia since its inceptionin 2001 and will continue to reapthe potential present in this nichemarket and availing the luxury ofowning a quality timepiece to all.


M E S S A G E B Y C H A I R M A N &G R O U P M A N A G I N G D I R E C T O R

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A YEAR OF RECORD ACHIEVEMENTSThe past year had been a momentous one for us and we aredelighted to be able to share the joy of Sincere’s Golden Jubileecelebrations with our business partners, customers, the publiccommunity at large and of course, you - our loyal shareholder.

We are very pleased to report another year of record achievementsfor the financial year ended 31 March 2005.

In terms of financial performance, Group revenue and profit rose torecord levels. Group revenue rose 25.9% to an all-time high ofS$324.3 million against the previous year’s record of S$257.7 million.Net Profit also grew 3.2% to S$19.1 million from S$18.5 millionrecorded last year. Group Earnings per Share (EPS) was 9.75 centscompared with 9.44 cents for the last financial year as Net AssetValue (NAV) rose to 46.88 cents, up from 41.19 cents.

Growth was robust in almost all sectors. North East Asia contributed33% of the Group’s revenue and 57% of its profits whereasSouth East Asia accounted for the rest.

The Group’s sterling performance was due to increased touristarrivals in the region and an upsurge in demand for luxury goodsfueled by strong economic growth and lifestyle changes.

In conjunction with our Golden Jubilee celebration, we held“A Celebration of Time” exhibition in Singapore that was verywell received by the general public. This first-of-its-kind publicexhibition reinforced our brand name and leadership position inthe horology industry.

"We are very pleasedto report anotheryear of recordachievements for thefinancial year ended31 March 2005."


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C H A I R M A N ' S S TAT E M E N T

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GOING FORWARD : PROSPECTS AND FUTURE PLANSRiding on the retail boom in the Asia Pacific, the Group willcontinue to enhance its brand equity and maintain its positionas one of the leading global players in the luxury watchindustry. The Group currently has 31 outlets in the region andas it increases its product range, it will continue to seek newlocations and other opportunities for growth.

In our Fine Watch division, we have created a new retailconcept – Sincere Haute Horlogerie (‘SHH’) – to penetratethe top-end of the watch market. The first SHH shop is slatedto open at the beginning of the fiscal second quarter and thisnew retail concept is expected to elevate Fine Watch retailingto an even higher level. As part of our multifaceted retailstrategy, Sincere Watch will be partnering international watchbrands to operate mono-brand boutiques to further enhancethe retail landscape in this region. Our first collaboration willbe with the Richemont Group for a Vacheron Constantinboutique in both Singapore and Kuala Lumpur, targeting toopen by the end of our fiscal first quarter.

In line with our aim to promote the culture of horologyand to develop an appreciation for the art of watchmakingamong consumers and the media, we plan to set up a WatchAcademy. We believe that this proposed Watch Academy,which is the first-of-its-kind in the world, will reinforceSingapore's leading position in the global watch industry andprovide an engine of growth in the coming years.

While competition in the industry is expected to be stiff, theGroup will remain profitable in the new financial year.

A NOTE OF APPRECIATIONAs we enter our 51st year in the industry, we would like toacknowledge the contribution of all our Board members, ourstaff and their families, both past and present, for playingsuch a significant role in our history.

On the same note, we would also like to thank all ourcustomers, business associates and shareholders for theirsupport throughout all these years. We look forward to moregood years ahead.

Thank you.


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In addition to the spectacular display of innovative and uniquetimepieces, we were also able to draw upon our principals’and valuable partners' support to develop and create acollection of limited edition timepieces to commemorate our50th year in the business. We are thankful for the unwaveringsupport of the 26 renowned global brands who committedto this partnership.

HIGHLIGHTS FOR THE YEAR

MAINBOARD UPGRADEBeyond the good results, we were promoted to the MainBoard of the SGX on 1st February 2005. This will furtherenhance our visibility among investors.

REWARDING SHAREHOLDERSFurthermore, in order to reward our shareholders for theircontinuous support as well as to improve the market liquidityof our shares, the Company completed a share re-structuringexercise via a stock split followed by a post-split 1-for-5 bonusissue during the year. The net result of this exercise: every1,000 shares each of $0.25 par value previously owned byshareholders has since been converted into 3,000 new shareseach of $0.10 par value.

CURRENT YEAR DIVIDENDSIn line with the positive results, the Board of Directors hasproposed a First and Final dividend of 1 cent a share plus aSpecial Dividend of 1.5 cents a share, giving a total ofS$3.9 million (net of tax) dividend payout for the year. As theshare price at the date of the announcement of our full year’sresults on 17th May 2005 was S$0.78, the gross dividendyield for the Group was therefore 3.2%.

CONTRIBUTING BACK TO THE COMMUNITYIn addition to rewarding shareholders, the Group has alsomade exceptional efforts to contribute to the communityduring our Golden Jubilee year. We are most pleased to haveraised S$1.05 million for our adopted charities – The Tent andThe Straits Times School Pocket Money Fund. This gesture isin line with our corporate philosophy to provide support tounderprivileged youths to create a better future for them.

AWARDS AND RECOGNITIONOur record achievements have not gone unnoticed. We areproud to be one of the six Singapore companies to make itinto Forbes’ “Best Under a Billion” list of companies in theAsia-Pacific for 2004.

This award is a reflection of the hard work, impeccablecustomer service, constant innovation and determination ofour people in working towards the achievement of a commonvision of excellence, which have time and again broughtoutstanding results.

Tay Boo JiangChairman

Tay Liam WeeGroup Managing Director


C O R P O R AT E D ATA

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NOMINATING COMMITTEE

Mr Khong Teck Kim Chairman

Mr Cecil Vivian Richard Wong

Mr Lua Cheng Eng

Mr Tay Liam Wee

Mr Soh Gim Teik

COMPANY SECRETARIES

Mr Soh Gim Teik

Mr Lim Gwee Koon

AUDIT COMMITTEE

Mr Cecil VivianRichard Wong Chairman

Mr Lua Cheng Eng

Mr Khong Teck Kim

REMUNERATION COMMITTEE

Mr Lua Cheng Eng Chairman

Mr Cecil Vivian Richard Wong

Mr Khong Teck Kim

Mr Tay Liam Wee

REGISTERED OFFICE

Sincere Watch Limited

8 Temasek Boulevard

#23-03 Suntec Tower 3

Singapore 038988

Telephone +65.6737.4592

Facsimile +65.6733.0923

SHARE REGISTRAR

B.A.C.S. Private Limited

63 Cantonment Road

Singapore 089758

BOARD OF DIRECTORS

FROM LEFT Lua Cheng Eng • Tay Ngiap Jiang • Tay Boo Jiang Chairman • Soh Gim Teik

Tay Liam Wee Group Managing Director • Tay Chok Yan • Khong Teck Kim • Cecil Vivian Richard Wong



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AUDITORS

Deloitte & Touche

6 Shenton Way

#32-00 DBS Building Tower 2

Singapore 068809

Partner-in-charge:

Mr Kenny Horlley Young

(wef FY March 31, 2004)

INVESTOR RELATIONS

Stratagem Consultants Pte Ltd

10 Anson Road

#15-05 International Plaza

Singapore 079903

Telephone +65.6227.0502

Facsimile +65.6227.5663

SOLICITORS

Wong Tan & Molly Lim LLC

80 Robinson Road

#17-02

Singapore 068898

Bih Li & Lee

79 Robinson Road

#24-08 CPF Building

Singapore 068897

PRINCIPAL BANKERS

Oversea-Chinese BankingCorporation Limited

65 Chulia Street, OCBC Centre

Singapore 049513

Development Bankof Singapore Limited

6 Shenton Way

DBS Building, Tower One

Singapore 068809

Malayan Banking Berhad

2 Battery Road, Maybank Tower

Singapore 049907


G R O U P S T R U C T U R E

10

Avante Marketing Pte Ltd

100%

British Master Time Pte Ltd

100%



Hong Kong Branch

Culina Pte Ltd

50%

Avante Investment Pte Ltd

100%

Sincere Brand Management Limited (formerly known

as Times Legend (Asia Pacific) Limited)

100%

Sincere Watch Sdn Bhd

15%

BVL Partner Co Ltd

10%

Pendulum Limited

100%

Unisky Limited

33.33%

Avante Marketing (M) Sdn Bhd

100%

Sincere Watch Sdn Bhd

65%

Leoco Enterprise Limited

75%

BVL Partner Co Ltd

49%

Pendulum Ltd

49%

Sincere Watch (Hong Kong) Limited

100%

Emotus Sdn Bhd

100%

Times Legend International Pte Ltd

100%

Richburgh Holdings Pte Ltd

50%

Heritage Distribution Pte Ltd

100%

Franck Muller Pte Ltd

100%

Heirloom Restoration Services Pte Ltd

100%

Sincere Watch Duty Free Pte Ltd

50%

Emotus Pte Ltd

100%

Parisian Time Pte Ltd

100%

Swiss Master Time Pte Ltd

100%

Culina Holdings Pte Ltd

100%

Culina Pte Ltd

50%

Sincere Brand Holdings Limited

100%

Sincere Watch Co. Ltd

100%



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T H E R E TA I L N E T W O R K

SINCERE WATCH LIMITEDCorporate Office8 Temasek Boulevard#23-03 Suntec Tower 3Singapore 038988Telephone +65.6737.4592Facsimile +65.6733.0923Email [email protected]

SINGAPORESINCERE FINE WATCHES391 Orchard Road#01-12 Ngee Ann CitySingapore 238872Telephone +65.6733.0618Facsimile +65.6235.1204

304 Orchard Road#01-22 Lucky PlazaSingapore 238863Telephone +65.6737.4593Facsimile +65.6235.5991

3 Temasek Boulevard#01-17/21 Suntec City MallSingapore 038983Telephone +65.6337.5150Facsimile +65.6336.5296

SINCERE HAUTE HORLOGERIE581 Orchard Road#02-17/18 The Shopping Galleryat The HiltonSingapore 238883Telephone +65.6738.9971Facsimile +65.6738.5221

VACHERON CONSTANTIN BOUTIQUE391 Orchard Road#01-19A Ngee Ann CitySingapore 238872Telephone +65.6836.1573Facsimile +65.6836.2903

EMOTUS TIME CULTURE391B Orchard Road #B1-36/36ANgee Ann CitySingapore 238872Telephone +65.6835.2690Facsimile +65.6835.2691

80 Marine Parade Road#B1-68/69 Parkway ParadeSingapore 449269Telephone +65.6348.5295Facsimile +65.6348.4735

Department Store ConcessionsLevel 1 Isetan ScottsTelephone +65.6735.0574

Level 1 Takashimaya S.C.Telephone +65.6735.5068

Airport Office#047-020 Passenger Terminal 2Singapore Changi AirportSingapore 918156Telephone +65.6545.1961Facsimile +65.6545.4138Email [email protected]

SINCERE WATCH DUTY FREE PTE LTDConcessionsDeparture/Transit Lounge#021-13/14 Passenger Terminal 1East ShopSingapore Changi AirportTelephone +65.6542.4362

#021-39/40 Passenger Terminal 1West ShopSingapore Changi AirportTelephone +65.6545.2909

MALAYSIASINCERE WATCH SDN BHDOfficeSuite 15-3, Level 15Wisma UOA 11No. 21 Jalan Pinang50450 Kuala LumpurTelephone +603.2168.2700Facsimile [email protected]

SINCERE FINE WATCHESLot G39A, Ground FloorSuria KLCC Shopping Centre50088 Kuala LumpurTelephone +603.2166.2181Facsimile +603.2166.2182

Lot G23B, Ground FloorSuria KLCC Shopping Centre50088 Kuala LumpurTelephone +603.2166.2173Facsimile +603.2166.2172

Lot G03A-06 Ground FloorKuala Lumpur Plaza179 Jalan Bukit Bintang55100 Kuala LumpurTelephone +603.2141.0540Facsimile +603.2141.1178

VACHERON CONSTANTIN BOUTIQUELot G03 Ground FloorKuala Lumpur Plaza179 Jalan Bukit Bintang55100 Kuala LumpurTelephone +603.2141.0540Facsimile +603.2148.9804

EMOTUS TIME CULTURELot 124, 1st FloorSuria KLCC Shopping Centre50088 Kuala LumpurTelephone +603.2163.3841Facsimile +603.2163.3840

Lot G323C, Ground FloorOne Utama Shopping Centre1 Lebuh Bandar Utama47800 Petaling Jaya SelangorTelephone +603.7725.6322Facsimile +603.7725.9322

HONG KONGSINCERE BRAND MANAGEMENT LIMITEDOfficeSuite 5402-04, Central Plaza18 Harbour RoadWan Chai, Hong KongTelephone +852.2506.1868Facsimile +852.2506 1866

FRANCK MULLER BOUTIQUEShop 3, Ground FloorSt. George's Building2, Ice House StreetCentral, Hong KongTelephone +852.2522.8800Facsimile +852.2522.1373

DE GRISOGONO BOUTIQUEShop 2062-2063, IFC Mall8 Finance StreetCentral, Hong KongTelephone +852.2522.8368Facsimile +852.2522.8366

EUROPEAN COMPANYWATCH BOUTIQUEShop 28 Ground FloorCentral Building1-3 Pedder StreetCentral, Hong KongTelephone +852.2522.2529Facsimile +852.2522.9119

THAILANDPENDULUM LIMITEDOfficeManeeya Centre, 9th Floor518/5 Ploenchit Road, Lumpini,Patumwan, Bangkok 10330Telephone +662.254.8371-3Facsimile +662.254.8370Email [email protected]

PENDULUM153, Peninsula PlazaRoom 115, 1st FloorRajadamri Road, Lumpini,Patumwan, Bangkok 10330Telephone +662.254.9076Facsimile +662.254.9078

622 Emporium Shopping ComplexRoom 19-20, Ground FloorSukhumvit Road, KlongtanBangkok 10110Telephone +662.664.8377Facsimile +662.664.8379

GaysornUnit No. 1F-12The First Floor,999 Plonchit Road, Lumpini,Patumwan, Bangkok 10330Telephone +662.656.1116Facsimile +662.656.1124

BVLGARI BOUTIQUEThe Peninsula PlazaRoom 211, 2nd Floor153 Rajadamri Road, Lumpini,Patumwan, Bangkok 10330Telephone +662.652.1812Facsimile +662.652.1814

KOREAFRANCK MULLER BOUTIQUE395 Namdaemoon 5 Ga, Chung Gu1st Floor, Seoul Hilton Hotel100-095 Seoul, KoreaTelephone +822.756.2602Facsimile +822.756.2605

2/F Lotte Avenuel130, Namdaemun-ro 2-gaJung-gu, Seoul, KoreaTelephone +822.2118.6071Facsimile +822.2118.6072

TAIWANSINCERE WATCH CO LTDOffice5F-1 Shen Hsiang Tang Building146 Sung Chiang RoadTaipei, TaiwanTelephone +8862.2565.1122Facsimile +8862.2562.3322

VIETNAMSAIGON DOWNTOWN DUTY FREE102 Nguyen Hue StreetDistrict 1, Ho Chi Minh City, VietnamTelephone +848.823.4553Facsimile +848.823.4546

Tan Son Nhat AirportHo Chi Minh City, Vietnam

Noi Bai International AirportInternational Departure HallHanoi, Vietnam

INDONESIAFRANCK MULLER BOUTIQUEPlaza SenayanLevel 1 Unit 121BJakarta 10270, IndonesiaTelephone +6221.572.5688Facsimile +6221.572.5355

CHINAFRANCK MULLER BOUTIQUEShop 102, Level 1Citic Square1168 Nan Jing West RoadShanghai 200041, ChinaTelephone +8621.5292.9596Facsimile +8621.5292.8626


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The Golden Jubilee CollectionSincere Watch’s Golden Jubilee celebrations would not

have been possible if not for the long-term partnerships

fostered with brand owners. It is noteworthy that

26 world-renowned watch brands joined in the celebrations

by creating special limited edition pieces for Sincere Watch’s

50th anniversary.

LEFT TO RIGHT (FROM TOP)A. LANGE & SÖHNE "Jubilee Double Split Datograph",AUDEMARS PIGUET "Royal Oak Offshore Limited Edition Tantalum",BAUME & MERCIER "Capeland S Sincere", BREITLING "Heritage Chronomatic", BVLGARI "Bvlgari – Bvlgari",CHAUMET "Class One Noir", FRANCK MULLER "Cintree Curvex Crazy Hours Tourbillon",IWC "Pilot Perpetual", JAEGER-LECOULTRE "Reverso Grande Reserve", LONGINES "Evidenza",L.U.C BY CHOPARD MANUFACTURE "Steel Wings Tourbillon Jubilee",OMEGA "Constellation Sincere Golden Jubilee", PATEK PHILIPPE "5035 Annual Calendar"



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This is a significant collaboration between the Singapore-

based group and world-renowned watch and jewellery

groups such as Swatch Group, Richemont Luxury, LVMH

Group, as well as respectable independent watchmaking

houses such as Patek Philippe, Franck Muller, F.P. Journe,

Audemars Piguet and Girard-Perregaux. Never before has

the horological world seen such an assemblage of fine

and rare timepieces.

The stunning Sincere Watch Golden Jubilee Collection,

valued at a staggering S$23 million, features world

premieres, new calibres and mechanical innovations. The

first piece from the 26-brand collection was auctioned at

the Sincere Watch charity gala dinner which culminated

the series of Golden Jubilee activities. Through such a feat,

Sincere Watch made its mark in watchmaking history, as

the collection of this magnitude is a testament of the

Group’s strength and credibility as a highly respected and

trusted purveyor of fine watches.

LEFT TO RIGHT (FROM TOP)DE GRISOGONO "Instrumentino Cinque",DUBEY & SCHALDENBRAND "Jubilè Rattrapante Triple Calendar",EBEL "Sport Classic Mini", F.P. JOURNE "Tourbillon Souverain TN",FORTIS "Space Cartoon", GLASHÜTTE ORIGINAL "Panomaticlunar",GIRARD-PERREGAUX " Sincere's Golden Jubilee Three Gold Bridges",MONTBLANC "Timewalker", PANERAI "Radiomir Eight Days",PIAGET "Emperador Tourbillon", TAG HEUER "Monaco",VACHERON CONSTANTIN " Sincere Skeletal Tourbillon",ZENITH "Grande Chronomaster XXT Tourbillon"

SINCERE_AR-singapore-FA 6/30/05 7:48 PM Page 1

precious l itt le moments

The children of our future; let's watch them grow.

S I N G A P O R E

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CLOCKWISE FROM TOPFranck Muller Boutique,

The Shopping Gallery at The HiltonSincere Fine Watches, Ngee Ann CitySincere Fine Watches, Suntec City MallSincere Fine Watches, Lucky PlazaSincere Watch Duty Free, East ShopSincere Watch Duty Free, West Shopemotus Time Culture, Parkway Paradeemotus Time Culture, Ngee Ann City

Fuelled by the growth of Singapore into an important Watch

Hub in South East Asia and being the 8th largest Swiss watch

importer in the world, Sincere Watch soared ahead into the

new year, making inroads into positioning itself as the world

premier Watch Specialist. To commemorate the 50th

anniversary, the Group marks its Golden Jubilee with a series

of celebratory events themed “A Celebration of Time,” and

the creation of Sincere Watch Golden Jubilee Collection.


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S I N G A P O R E

Ernst & Young Entrepreneur of The YearSincere Watch’s pioneering approach towards innovative

retail concepts have been led by Mr Tay Liam Wee and his team

since 1984 when he joined the company as its executive managing

director. Recognising Asia's luxury watch business' strong growth

potential, he was instrumental in steering the group’s regional

expansion. His entrepreneurial acumen guided the Group through

a successful SESDAQ listing in 1993. Under Mr Tay’s stewardship,

brands like Franck Muller were nurtured into international best-

sellers. From a turnover of S$6.7 million in 1984, Sincere Watch

has since grown to become a business entity, which generated

a turnover of S$258 million in 2004.

The night of 1 November 2004 at the Shangri-La Hotel was a

great moment to remember for it was the day the contributions

made by the visionary Mr Tay Liam Wee were duly recognised.

There, Mr Tay was named the Ernst & Young Entrepreneur Of The

Year Singapore 2004. This prestigious award honours entrepreneurs

whose ingenuity and perseverance have created and sustained

successful, growing business ventures.

The Ernst & Young's 'Entrepreneur Of The Year' awards programme

was introduced in 2002 and Mr Tay is the third businessman to

receive this award. The Lifestyle & Retail Entrepreneur Of The

Year award also went to Mr Tay and these two awards are a

reflection of the resilience and determination of the team at

Sincere Watch. Receiving these awards during the year of its 50th

founding anniversary has made it all the more significant for

Sincere Watch.

BELOWJudges and finalists of Ernst & Young's 'Entrepreneur Of The Year' 2004.

FROM LEFTMr Tay Liam Wee recieving the award from

Mr Raymond Lim, Acting Second Ministerfor Finance & Senior Minister of State forForeign Affairs.

Past and present winners of Ernst & Young's'Entrepreneur Of The Year' award,Mr Wong Ngit Liong, Mr Tay Liam Weeand Mr Ron Sim.


"A Celebration of Time"Golden Jubilee Press ConferencePerfectly complimenting the historical milestone of the

50th anniversary, the Old Parliament House presents an excellent

historical setting for the unveiling of the much-anticipated

Sincere Watch Golden Jubilee Collection on 16 July 2004 to

both the local and regional press. The press event marked the

start of a host of activities to commemorate this momentous

milestone for Sincere Watch. A fashion show featuring the

Jubilee Collection was presented in three categories –

Series Technics, Series Luxe and Series Active.

FROM TOPThe historic chamber of the Old

Parliament House.Monumental imprints of Sincere

Watch through the eras.Mr Tay Liam Wee with all the

models wearing timepieces fromthe 26 brands.

The hallway depicting themilestones of Sincere Watch.

FROM LEFTTeam from TAG Heuer.Mr Tay Liam Wee, Dr Lee Boon Yang

and Mr Tay Boo Jiang.Sentosa Golf Club.Golfer in action.


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"A Celebration of Time" Golden Jubilee Charity Golf DayCorporate social responsibility ranks high at Sincere Watch. The Golden

Jubilee Golf Day, held at the Sentosa Golf Club on 5 October 2004, was

organised for a charitable cause to raise funds for The Straits Time School

Pocket Money Fund, one of the adopted charities during the year-long

50th anniversary celebrations. Asian Professional Golfers were present to

conduct golf clinic for the invited guests. Gracing the event as Guest-of-Honour

was Dr Lee Boon Yang, Minister for Information, Communications and

The Arts.

FROM LEFTGirard-Perregaux Vintage 1945 Tourbillon

with 3 White Gold Bridges.Franck Muller Long Island Jubilee

Longines Evidenza.


"A Celebration of Time"Golden Jubilee ExhibitionIn October 2004, an exhibition showcasing the 26 brands participating

in the Sincere Watch Golden Jubilee Collection was organised.

“A Celebration of Time” was a mega-exhibition held at Takashimaya

Square in Ngee Ann City. The exhibition provided an educational platform

to introduce the public to the seemingly ‘complex’ world of fine

watchmaking. To celebrate the world-debut of the Sincere Golden

Jubilee Collection and the launch of the mega-exhibition, a select group

of esteemed guests were invited to an exclusive champagne cocktail

party where Mr Tay Liam Wee played host for the evening.

The brands showcased were categorised into three series: Series Technics,

Series Luxe and Series Active. Every brand in each ‘Series’ had a special

section for the comprehensive display of their timepieces complemented

by both audio and visual effects. This magnificent extravaganza reinforced

Singapore’s position as Asia's leading watch hub.

S I N G A P O R E

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TOPThe Exhibition Centerpiece with

the Sincere Golden Jubilee Collection.RIGHTIntricate detailing in the watch displays.LEFTThe elaborate setup at the exhibition,

showcasing the three series: Technics,Active, Luxe.

The Watchmaker's Atelier by Girard-Perregaux.


In line with the overall objective of educating the public on the

world of horology, a key highlight of the exhibition was the setup

of a Watch Learning Centre by Girard-Perregaux. Aptly named the

Watch Atelier, the learning centre was a resource centre with

exhibits explaining the mechanics and workings of watch

complications like the tourbillon, minute repeater, chronograph

and the perpetual calendar. Girard-Perregaux specially flew in

watchmakers and a well-known curator, Willy Schweizer, from its

museum to conduct guided tours and answer questions from the

many curious visitors. Interactive sessions were also conducted by

watchmakers from Jaeger-LeCoultre and A. Lange & Söhne who

were on hand to demonstrate the finer points of watchmaking.

The breadth and depth of the exhibition coupled with the ability

to showcase the Golden Jubilee limited editions further underscore

Sincere Watch’s position as a premier watch specialist.

CLOCKWISE FROM LEFTDr Luigi Macaluso, Mr Tay Liam Wee

and Mr Nash Benjamin.The Watchmaker's Atelier.Mr Tan Soo Khoon and Mr Soh Gim Teik.Ms Sophia Lim and Ms Coco Tang.Ms Sulian Tan-Wijaya and Mr Lim Neo Chian

from Singapore Tourism Board.Mrs Daisy Chong and Mr Tay Boo Jiang.


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RIGHTModels aptly dressed to represent

the three series of collection.

THIS ROW FROM LEFTThe world's largest heart-shaped black

diamond by de GRISOGONO.Watchmakers at work to demonstrate finer

points of watchmaking.


FROM TOP OF PAGEThe table settings.Dramatic transformation of the grand ballroom.LEFTThe A. Lange & Söhne Jubilee Double Split

Datograph, retailing at S$186,880, wasauctioned at S$180,000 at the SincereCharity Gala Dinner. In March 2004, thesame piece fetched more than S$200,000at the Sotheby's Auction.

S I N G A P O R E

20

"A Celebration of Time" Golden Jubilee Gala DinnerThe Golden Jubilee celebrations culminated with a black-tie charity gala dinner held at

the Ritz Carlton Hotel on 9 November 2004. Singapore’s head-of-state, President S R Nathan

graced the occasion as the guest-of-honour. Guests for the evening included the who’s who

of the corporate world, the glitterati from the social world and valuable partners. All the

guests were treated to a visual, auditory and gastronomical extravaganza at the gala dinner.

This exclusive evening was conceived to mark the golden jubilee milestone of the Group and

capped the year-long celebrations. The menu was a highlight of the event as every course

was specially created by world-renowned chefs such as Tetsuya Wakuda of Tetusya’s in Sydney,

Justin Quek of La Petite Cuisine in Taipei, Shinji Shiraishi of Shiraishi in Singapore and Christophe

Megel and Philippe Agnese of Ritz Carlton Millenia. The evening culminated to an exciting

auction by international auction house, Christie’s, where the first piece from the 26-brand

Golden Jubilee Collection were auctioned and proceeds of close to a million was raised for

The Tent, a volunteer welfare organization set up to provide shelter and aid for female

adolescents in need. A custom-made miniature “Sincere” birthday cake cemented a night of

everlasting memories in the minds of the guests for this very special evening.

RIGHTThe highlight for the evening was

the auction of the 'first pieces' in theSincere Golden Jubilee Collection.

BELOWPerformers filled the night with

entertainment.A showcase of the

Golden Jubilee Collection.Sincere 'miniature' birthday cake.



21

FROM TOPMr Dick Lee and Ms Celina Lin.Justice Lai Kew Chai, Mr Freddy Lee

and Mr Sim Kee Boon.Celebrity Chefs Justin Quek, Tetsuya

Wakuda, Philippe Agnese, ChristopheMegel and Shinji Shiraishi.

Mr Tay Liam Wee bringing PresidentSR Nathan through the limited editionwatch collection.

FROM LEFT DOWNMr Didier Decker and Ms Nadine Brodine

from Franck Muller Watchland.Mr Fawaz Gruosi from de GRISOGONO,

Ms Caroline Scheufele from Chopard,Mr Tay Liam Wee and Mr Thierry Nataffrom Zenith.

Ladies dressed in their finest for the charitygala dinner.

Mr David Tay and Mr Francois-Paul Journefrom F.P. Journe.

FROM TOPMr & Mrs Lua Cheng Eng and Mrs Goh Chok Tong.Mr Nicolas Barelzki, Mr Maxime Labey, Mr Tay Liam Khoon

and Mr David Ponzo.

FROM RIGHTKhun Chamnong Bhirom Bhakdi

and Mr Tay Boo Jiang.Mr Walter Lange, Ms Annette Barnert and

Mr Fabien Krone from A. Lange & Söhne.


S I N G A P O R E

22

Vacheron Constantin'sTribute to the Great ExplorersIn keeping to its tradition as a creator of exquisite timepieces,

Vacheron Constantin bedazzled many watch collectors on

19 October 2004 with a first taste of its Great Explorer

enamelled timepieces at the Royal China restaurant in Raffles

Hotel. Hosted by Mr Tay Liam Wee, Group Managing Director

of Sincere Watch and Mr Claude-Daniel Proellochs, CEO of

Vacheron Constantin, the event saw many invited guests

taken in by the technical marvel from the Great Explorer

series which pays a fitting tribute to great Western explorers

like Ferdinand Magellan and adventurers like Chinese Admiral

Zheng Ho.

FROM TOPMs Sandra Ng and Ms Joyz Chan .Mr Leonard B. Ross and Mr David Heng.Mr and Mrs Richard Chee.Dr Bernard Cheong, Mrs Dolly Cheong and

Mr Claude-Daniel Proellochs.Vacheron Constantin Great Explorer

– Zheng Ho.

de GRISOGONO Ladies LuncheonWell-known for its black diamond creations and statement

pieces, de GRISOGONO sent a thrill of excitement among the ladies

when they were presented with the new Galuchat cuffs, rings

and timepieces. The private luncheon hosted by Sincere Fine

Watches and Prestige Magazine at The Shangri-La Hotel on

25 October 2004, gathered some of Singapore’s most discerning

style setters for a personal viewing of de GRISOGONO’s latest

collections of jewellery and timepieces.

FROM RIGHTTemptations from de GRISOGONOGorgeous models adorned in

de GRISOGONO's latest collectionsof jewellery and timepieces.

Ms Vonny Sagita.Ms Rosnah Tjuatja.Ms Coco Tang and Mrs Triska Ang.

S I N G A P O R E


emotus Time CultureCampaigns 2004The word EMOTUS means passion and the offering

by this retail concept is especially for fashionable

urbanites and the young at heart. The profile for

emotus customers is further segmented into the

vogue, the active, the urban and the classic. emotus

is for everyone and the idea is to offer timepieces

which are more casual, urban and reasonably-priced.

A special advertisement campaign was created for

selected brands offered at emotus. Through a series

of fashionably-styled advertisements, the message

is apparent – that emotus has an offering that goes

beyond mere time-keeping, it is a retail concept

about timepieces becoming lifestyle products and

fashion accessories. Whether it is a timepiece from

Burberry, Dior, Fendi or Gucci, the advertisements

were created to illustrate the ability to ‘mix-and-

match’ these watches with clothes and other

fashion accessories.

Pierre Balmain"Be Crazy" LaunchThe spirit of Pierre Balmain timepieces

came alive at the emotus Time Culture

boutique in Ngee Ann City especially during

November 2004 when Pierre Balmain

brand ambassador Michelle Liow launched

the new “Be Crazy” collection. Fans and

customers had the opportunity to view

the latest collection and bring home a

personalised autograph from the

popular actress.

FROM TOPMr Fahmy Fazillah and Ms Michelle Liow.Life-size poster of the brand ambassador.

Pierre Balmain "Be Crazy" Watches.


23

Window Displays atemotus Time CultureThe beauty of the emotus Time Culture

concept is its ability to represent individual

watch brands in a non-traditional retail

setting. The window displays can be readily

transformed to reflect thematic promotions

of various brands like Dior and TAG Heuer.

FROM TOPFashion Time Icon campaign.Urban Travelogue campaign.Vogue Travelogue campaign.

SINCERE_AR-msia-thai-FA 6/30/05 8:03 PM Page 1


Never forget that our lifetime of learning begins at birth.

M A L AY S I A

24


CLOCKWISE FROM TOPSincere Fine Watches, Suria KLCCSincere Fine Watches Luxury Boutique, Suria KLCCSincere Fine Watches, KL Plazaemotus Time Culture, Suria KLCCemotus Time Culture, One Utama

With economic developments fast gathering pace in Malaysia

and the country’s focus on increasing tourism arrivals,

Sincere Watch has established its presence in the Malaysia

retail market with boutiques strategically located at prime

locations such as the Kuala Lumpur City Centre, KL Plaza

and One Utama. Sincere Watch leverages on its knowledge

of market conditions and consumer trends and applies a

combination of well-tailored business models and marketing

concepts to bring vibrancy and dynamism to the high-end

luxury lifestyle retailing.


25


"A Walk into the Heritage"of Vacheron ConstantinOn 17 October 2004, guests were invited to an exclusive private

affair to take “A Walk into the Heritage of Vacheron Constantin”

at Fic’s Restaurant in Kuala Lumpur. During the dinner, the

privileged guests were given a peek of the timeless vintage

timepieces from Vacheron Constantin’s Museum Collection worth

more than seven million Malaysian Ringgit. Some of the rare

museum pieces included a pendant watch for ladies made in

1780 and a Prestige de la France wristwatch produced in 1929.

All the guests were also awed by the latest exquisite Vacheron

Constantin timepieces.

FROM TOPDato' and Datin Low Keng Kok.Ms Jenny Tan, Ms Sylvia Gan

and Ms Geok Lian.Datin Patsy Loh and Dato' K.K.Loh.Mrs Sally Duar and Mr Stephen Duar.Exquisite timepieces from

Vacheron Constantin.

Franck Muller's Nocturnal Concert PartyThe 2004 Franck Muller Concert Party sets the standard for

stylish, trendy and chic parties attended by the country's most

prominent and well-known personalities. With the spectacular

setup inspired by the brand's highly successful and sought-after

Crazy Hour collection, the party held on 23 June 2004 at

the Shangri-La Hotel in Kuala Lumpur, was indeed the social

event of the year. The party extravaganza saw an impressive

turnout of celebrities, socialites and royalty who turned up in

their most glamorous outfits to pay tribute to the watch brand

and its creations. True to its spirit and form, the party turned

out to be an eventful one for all the guests were entertained

during the night by foreign acts specially flown in from

Australia and Taiwan.

FROM RIGHTFranck Muller watch display.

Ms Tanny Tee, Datin Patsy Loh, Ms Rose Tan,Datin Laily and Ms Lily Iskandar.

The nocturnal haven of the Franck MullerConcert Party.

Ms Soong Ai Ling and Ms Elaine Daly.Ms Danielle Graham and Ms Carmen Soo.

M A L AY S I A

26


Launch of Dubey & SchaldenbrandThe Art Deco era was relived on 9 September 2004 in

Kuala Lumpur when Sincere Fine Watches, together with

Dubey & Schaldenbrand, hosted a private dinner to showcase

the Swiss-brand's latest collection comprising the Aerodyn,

Carré Cambré, Spiral and Series Limited. Decked out with

showcases of the timepieces, guests were impressed with the

exquisite timepieces that exude a quiet vintage elegance and a

unique nostalgic aura.

FROM TOPMr Patrick Tan, Mr Tay Liam Khoon

and Mdm Cinette Robert, President ofDubey & Schaldenbrand.

Datin Winnie Tong and Dato' Thomas Tong.Guests admiring the exquisite timepieces.Mr Wong Loke Yoong and Ms Naoko.Dubey & Schaldenbrand dinner setup.Dubey & Schaldenbrand watch display.

Launch of Pierre KunzUnique and creative retrograde timepieces by Pierre Kunz went on

display on 12 August 2004 at the Marriot Hotel for avid collectors

who attended a launch hosted by Sincere Fine Watches. Delighted

watch collectors and connoisseurs in Malaysia were gathered to

welcome the creator, Mr Pierre Kunz. Also on display that night

were two other world-firsts, the Instant Retrograde Perpetual

Calendar and the Large Date. It was indeed a delightful dichotomy

for the senses to view the spectacular collection as these interesting

timepieces exhibit Pierre Kunz’s hallmark of sobriety, readability

and beauty in watches.

FROM LEFTPierre Kunz watch display.Feature wall decorated with Pierre Kunz visuals.Mr Simon Foong and Mrs Mina Foong.Mr Pierre Kunz and Mr Tay Liam Khoon.Mrs Alice Yong and Mr Adrian Yong.


27


Zenith DinnerSincere Fine Watches co-hosted an exclusive dinner with Zenith

Manufacture on 24 May 2004. Fans of the famed Swiss brand,

Zenith, were enthralled by Mr Thierry Nataf, President of Zenith,

when he presented the latest collection at the Mandarin Oriental

Ballroom. Guests were privileged to be the first to view these

timepieces in less than two months after making their debut at

the annual watch fair in Basel.

M A L AY S I A

28

Panerai "Deep Blue" PartyThe blues were chased away when guests turned out

in full force for Panerai’s “Deep Blue” party, held at

the Passion Bar on 10 December 2004. The party

was an evening of fun and socialization for the proud

owners of Panerai. The guests were jubilantly treated

to view the Radiomir Black Seal, one of the hottest

piece available in 2004, which prompted many to

add that to their collection.FROM TOP

Ms Carmen Soo and Ms Elaine Daly.Mr Yohan Rajan, Ms Wei Ling and

Mr and Mrs Ooi Teik Huat.Hosts of the night, Mr Fabien Levrion from

Panerai and Mr Ong Ban fromSincere Fine Watches.

Ms Rekha Sen, Ms Ruthlene Abu Sahidand Ms Shireen Tan.

Panerai "Deep Blue" setup.Panerai Radiomir Black Seal.

CLOCKWISE FROM LEFTZenith watch display.Puan Sri Datin Enid Singh

and Tan Sri Dato' Ajit Singh.Mr Thierry Nataf and models.Mr and Mrs Ooi Teik Huat.Mrs Shirley Tan and Mr Allen Tan.Zenith dinner setup.An upclose view of the Zenith watches.


Jaeger-LeCoultre'The Manufacture Comes to You' ExhibitionFor those who has a keen interest to learn more about fine

watchmaking, the opportunity presented itself when

Jaeger-LeCoultre premiered the world tour of its exhibition

known as “The Manufacture Comes to You” in September 2004.

Held at the main concourse of Suria KLCC Shopping Centre, the

exhibition included visual and interactive displays on watch-

making. Vintage timepieces and movements, valued at more

than 20 million Malaysian Ringgit, were showcased during the

exhibition and guests were delighted with the key display of the

Gyrotourbillon I – which was one of the most-talked about timepieces

for 2004. To present the complexity in fine watchmaking and

cultivate a greater appreciation for the art, watch enthusiasts

attended the Master Class program to understand the intricacies

and high detailing required in watchmaking. Each participant

went away with memories of the practical experience in taking

apart and assembling a watch movement.


29

IWC Portuguese Automatic LaunchBar Savanh at the Asian Heritage Row was the scene

of a most enjoyable cocktail party, on 2 September

2004, when IWC aficionados gathered for the

unveiling of the new Portuguese Automatic watch.

FROM RIGHTExhibition setup and display.

Ms Wong Sze Zen, Ms Elaine Dalyand Mr Nicolas Barelzki.

Ms Faridah Teh, Datin Laily Azizi,Ms Adelina Tan, Mr Maxime Labey,

Ms Jenny Tan and Ms Ellie Lam.Engraver, Dominique Vuez, at work.

FROM TOPMr Matthew Ma and Mr Jonathan King.

IWC Launch Setup.Mr James Beltran, Ms Jenny Tan

and Mr Cyril Tan.Ms Adelena Ali, Ms Sabrina Shukri

and Mr Andras Rud.Ms Tina Sia and Mr Ken Chan.

IWC Portuguese Automatic.



We have to nurture our children today for they are the seeds of tomorrow.

C H I N A

30

H O N G K O N G & S H A N G H A I


CLOCKWISE FROM TOPde GRISOGONO boutique, IFC Mall, Hong KongFranck Muller boutique, St. George's Building, Hong KongEuropean Company Watch boutique, Central Building, Hong KongFranck Muller boutique, Citic Square, Shanghai

Sincere Watch has once again affirms itself in the Chinese

retail scene with the opening of the new Franck Muller

boutique in Shanghai and is certainly well-positioned to tap

onto the expanding upper and middle class in this cosmopolitan

city. The execution of innovative brand building concepts

through strategic alliances with our partners and event

marketing helped to strengthen the brand portfolio of Sincere

Watch. The partnership with several leading retailers further

bolstered Sincere Watch's market presence and dominance

of the brands under its management.


31


de GRISOGONO Gala DinnerConstantly seeking new and fresh interpretations of telling time, Sincere Watch

was instrumental in bringing yet another renowned world brand to the markets

of Asia. Heralded as the jeweler of the millennium, the extravagance of

de GRISOGONO was clearly defined and communicated to the dazzled guests

through the evening’s décor, menu and entertainment. The gala dinner held

at the Grand Ballroom of Grand Hyatt Hong Kong last December gathered the

crème de la crème socialites to view the breath-taking collection of the world’s

most stunning and luxurious jewellery and timepieces. While the guests enjoyed

the sumptuous Tuscan dinner, the atmosphere was filled with enchanting jazz

music by Tyris Washington who was specially flown in from the United States

to perform for the guests.

FROM TOPThe dining hall exudes elegance and class.

Ms Pansy Ho.Models adorned in de GRISOGONO jewellery.

Mr Leigh Chou, Mr Stanley Chouand Mrs Reina Chau.

Mr Fawaz Gruosi and Mr Kevin Chau.Display of de GRISOGONO timepieces

and jewellery.

Franck Muller PartyThe party was a night of super-charged fun and “Franck Muller

craziness” at Cyberport as guests enjoyed the entertainment by

aerialists from New York and exhilarating music spun by famous

DJ Joel Lai. The Franck Muller party, held in March 2005, saw

the gathering of the staunchest followers to celebrate the brand’s

continued success. At the party, guests immersed in the “World

of Franck Muller” and were beguiled with the different scene

settings from the Amazon to the Industrial Age and then the

Cosmopolitan Manhattan. Aligning the brand with an event

that epitomizes the brand’s essence and ethos of creative

innovation coupled with meticulous timekeeping and ground-

breaking new creations, Franck Muller has shown phenomenal

success under the nurturing hands of Sincere Watch.FROM TOPFranck Muller watch display.Performance by aerialists.Guests were dressed to the

theme for the party.Franck Muller Party at Cyberport.Ms Fenni Yuen.The luminary attendance attracts the media.

C H I N A

32


Charity Gala in Aid ofHong Kong Cancer FundIn the face of countless parties and extravagant

functions, Sincere Watch did not overlook its

corporate social responsibility. In aid of the

Hong Kong Cancer Fund, de GRISOGONO

hosted a charity gala dinner at ISOLA, a newly

opened Italian restaurant at IFC Mall in May

2004. More than 200 prestigious business elites

and socialites were gathered at the philanthropic

event. Guests were also treated to the

bejeweled collection by de GRISOGONO while

their aural senses were touched with the live

jazz band setting the alluring mood throughout

the glittering evening.

FROM TOPArtistic interpretation of de GRISOGONO.

Artistic interpretation of Franck Muller.RIGHT

Franck Muller long island.


33

Swiss Delegation Visit to ShanghaiThe Geneva Conference 2004 was held in

Shanghai in September 2004. On the itinerary

was a stop at the newly opened Franck Muller

flagship boutique in Citic Square. Led by

Mr Carlo Lamprecht, the contingent of

20 Swiss delegation members visited the

boutique where Mr Kevin Chau, Chairman

of Sincere Brand Management Limited was

present to share his experiences on the retail

business scene in China.

RIGHTMr Michael Yap and Ms Gigi Yap.

Mr Michael Wong and Mr Pino Piano.

Artistic Expression of TimeWristwatch has become an integral part of

modern life, as it evolved from a utilitarian

time-keeping mechanism to a coveted object

that combines craftsmanship, mechanical

virtuosity and stylistic artistry. To celebrate the

artistic expression of time, Franck Muller and

de GRISOGONO were amongst the 14 highly

coveted watch brands invited to participate in

an exhibition organized by Spiral, the watch

specialist magazine in June 2004. Renowned

photographers and illustrators in Hong Kong

were gathered to create works of fine art based

on their interpretation of each unique timepiece,

which was later exhibited at Fringe Club and

Harbour City.

Champion of Time ExhibitionMembers of the public had the rare

opportunity to view a diverse collection

of fine watches when Franck Muller,

together with 15 other coveted brands,

came together to participate in the

Champion of Time Exhibition in Shanghai.

Organized by Time Square magazine, this

3-day exhibition, which garnered keen

interest from the public, showcased the

highly intricate timepieces and provided

a platform to educate the visitors on the

art of fine watchmaking.

RIGHTde GRISOGONO Instrumentino.



Time is equal to all, regardless of age, race or religion.

T H A I L A N D

34


CLOCKWISE FROM TOPPendulum, GaysornPendulum, Emporium Shopping ComplexPendulum, Peninsula PlazaBvlgari boutique, Peninsula Plaza

Thailand is gradually becoming one of the key markets of

luxury watch retailing in Asia. Through the chain of boutiques

with our partner, Pendulum, Sincere Watch is well poised to

meet the rising demand for high-end luxury timepieces as

economic growth and development in Thailand gathers pace.


35


The Spirit of ZenithArdent watch collectors gathered in a silvery baroque Zenith

mood at the Grand Ballroom of The Oriental Hotel in Bangkok

on 25 November 2004 for a luxurious gala dinner. Mr. Thierry

Nataf, President and CEO of Zenith Manufacture presented the

guests with his latest creations. A watch and fashion show by

Thailand's top models proved to be the highlight of the evening.

FROM RIGHTHermès Barénia.

Mr Sakul Intakul and Mrs Yuki Srikarnachana,.Multihued concept décor.

Mrs Trakarnta Srivisornand Mrs Claire Chatikavanich.

Hermès 'Barénia' LaunchPendulum partnered with one of the world's most sought-after

luxury brands, Hermès to launch the Hermès Barénia collection

at the Eat East Restaurant in Gaysorn on 26 May 2004. In line

with the inspiration of the new collection, the event was set in

a colourful atmosphere in the theme of "Colours and

Imagination". Mr Sakul Intakul, a renowned floral artiste in

Thailand, was specially invited to conduct a flower arrangement

workshop. Guests were invited to arrange flowers with the

design of the timepiece as a source of inspiration. All the guests

went away with their beautiful creation and an experience filled

with creativity and pure delight.

FROM TOPMrs Petchprink and Mr Kalin Sarasin.

Ms Vitida Wongpiwat,Mrs Yuki Srikarnchana,

Mr Jirapat Nilwong,Ms Siriporn Kuprasertsinand Ms Yumi Ingkawat.

Mrs Kitiya and Mr Peerayos Amartayakul.Models presenting the Zenith watches.

Zenith Chronomaster Open.

T H A I L A N D

36


Timeless World of PaneraiAfter a year of much anticipation, Panerai lovers were united

at "The Timeless World of Panerai" event to witness the unveiling

of the latest Panerai collection from Switzerland. Popular

celebrities like Mr Chamnong Bhirom Bhakdi, Mr Willy and Ms

Kathaleeya Mcintosh and well-known singer Mr Pankorn

Boonyachinda were among the many who turned up at the

Pendulum showroom in Gaysorn. With the timepieces taking

centre stage, guests were pleasantly delighted by the collection

and many took the opportunity to reserve their favourite pieces.

FROM TOPMr Kasidith Karnchanaranyaand Ms Inthira Thanavisuth.

Event setup.Ms Srikanya Sakdidej Bhanuphan

and Mr Teerasak Phayapdechachai.Mr Thitipol and Mrs Nipaporn Hupnanonth,

Mrs Yuki Srikarnchanaand Dr Cathaleen Kijotharn.

Panerai Luminor Chronograph Daylight.

Pendulum at Peninsula PlazaHis Excellency Anand Panyarachun, UNICEF Ambassador for

Thailand, graced the opening celebration of the newly renovated

Pendulum boutique in Peninsula Plaza on 23 November 2004.

Having opened its doors since 1992, the Pendulum Peninsula

Plaza boutique went through a major facelift to keep up with

time so as to better serve its discerning clientele. The newly

renovated outlet exudes a refreshing attitude of modern luxury,

simplicity and solidarity. The selection of brands offered in this

boutique includes A. Lange & Söhne, Patek Philippe, Vacheron

Constantin, Franck Muller, Zenith, Panerai and IWC, clearly

poised to cater to serious watch collectors and connoisseurs.

FROM TOPNew Pendulum Peninsula Plaza.H.E. Anand Panyarachun, UNICEF

Ambassador for Thailand.Mrs Mondakam Kridakon,

Mr Udom Chariyavilaskul,Mrs Yuki Srikarnchana andMrs Pornsuk Sangkanit.

Ms Kathaleeya Mcintoshand Ms Yumi Ingkawat.


37

SINCERE_AR-tai-kor-FA 6/30/05 8:08 PM Page 1

precious l itt le momentsOur role as elders of today is to bequeath the knowledge of yesterday

to the generation of tomorrow.

TA I W A N

38


Franck Muller window display at various point-of-sales in Taiwan

Taiwan is one of the top five importers of Swiss-made

watches in the Asia Pacific region. To further fortify

Sincere Watch’s brand portfolio and market position in this

country, the company has been working closely with the

retailers to conceptualise and execute innovative sales and

marketing initiatives.


39


Color Dreams Media EventMajor media in Taiwan gathered in July 2004 to preview the latest

Franck Muller Color Dreams collection that vibrantly decked the windows

and set the vivacious mood for the press session. The event underscored

Sincere Watch's strong ties with the local media in its efforts to grow and

develop brand awareness among the target markets.

FROM TOPFranck Muller window display

Press interview hosted by Mr Frederick Jeng.The event setup.

BELOWFranck Muller Long Island Color Dreams.

Conquistador Cortez Media LaunchFrom the stable of the latest 2004 Franck Muller

collection, came a timepiece that embodies

courageous and unwavering spirit of

determination – The Conquistador Cortez

Collection. The square-shaped case was the latest

addition to the popular Franck Muller’s Cintrée

Curvex and Long Island collections. An intimate

media gathering was organized in September

2004 at the Les Suite Taipei Hotel to preview this

new collection.

RIGHTFranck Muller Conquistador Cortez.

BELOWThe ergonomic design of

Conquistador Cortez.Mr Frederick Jeng addressing the media.

Ms Tracy Wong.

TA I W A N

40


Franck Muller Luncheon and Watch ExhibitionFranck Muller hosted a private luncheon for a prestigious group

of top customers at the Grand Hi Lai Hotel on 15 December

2004. The guests enjoyed an exclusive preview of the latest

timepiece creations by Franck Muller. This was followed by a

two-day watch exhibition, held at the royal suite of the Grand

Hi Lai Hotel. A comprehensive range of the exquisite Franck

Muller timepieces were showcased during the exhibition.

FROM TOPIn the royal suite of Grand Hi Lai Hotel.

Franck Muller VIP Luncheon.Franck Muller exclusive exhibition.

Showcase of Franck Muller timepiecesand jewellery.

S INCERE WATCH LIMITED ANNUAL REPORT 2005

41

FROM LEFTFranck Muller Color DreamsFranck Muller Conquistador Cortez

Franck Muller Watch ExhibitionsA series of Franck Muller watch exhibitions were held at the

retail boutiques of Sincere Watch’s partners in December

2004. Showcased at the exhibitions were some of the brand’s

most significant inventions, complications and bejewelled

timepieces. The popularity of Franck Muller was re-affirmed

as evidenced by the huge crowd of budding watch enthusiasts

who turned up at the boutiques.

FROM TOPThe signature Arabic numerals of

Franck Muller at Chung Tai Watch StoreFranck Muller displays at

Chung Tai Watch StoreFranck Muller displays at Rich Watch Store



Cherish the young of today, for they are the old of tomorrow.

I N D O N E S I A

42


Indonesia continues to be one of the emerging markets for Sincere Watch. With a more

stable political climate and economic growth, Indonesia is certainly a country of immense

growth opportunities.Through a strong partnership and a strategic location, Sincere Watch

has established its retail presence through the Franck Muller boutique at Plaza Senayan in

Jakarta. The retail success is attributable to the strength of this innovative brand which once

again demonstrated its creativity with the launch of the Color Dreams collection. The new

collection was launched at The Financial Club in Jakarta on 19 August 2004 amidst much

stylish and glamourous fanfare. Attended by top Indonesian customers and business elites,

the event enthralled guests with the multihued décor and setup and in particular, a colourful

dessert bar that was created for the special evening.


43

FROM TOPGuests were greeted with a magnificent showcase

of Franck Muller jewellery and timepieces.Franck Muller boutique, Plaza Senayan.Watch presentation by top Indonesian models.Models presenting the Franck Muller

watch to the guests.Colourful dessert bar.



The young are the future keepers of time.

K O R E A

44


CLOCKWISE FROM TOPFranck Muller boutique, Millennium Seoul HiltonFranck Muller boutique, Lotte AvenuelFranck Muller boutique, WalkerhillFranck Muller corner, Hotel Shilla Arcade

Korea is fast becoming a hotspot for tourists not only from

the region but the world over. The Franck Muller boutiques

cater to the discerning Korean watch collectors and tourists.

Its strategic locations provide a retail ambience that is exclusive

and professional in its attention to client comfort.


45



F I N A N C I A L R E P O R T 2 0 0 5

49 Report of the Directors

51 Auditors' Report

52 Balance Sheets

53 Consolidated Profit & Loss Statement

54 Statements of Changes in Equity

55 Consolidated Cash Flow Statement

57 Notes to Financial Statements

80 Statement of Directors

81 Corporate Governance Report

89 Analysis of Shareholdings

90 Notice of Annual General Meeting

91 Proxy Form



R E P O R T O F T H E D I R E C T O R S

49

SINCERE WATCH LIMITED AND ITS SUBSIDIARIES

The directors present their report together with the audited consolidated financial statements of the group and the balancesheet and statement of changes in equity of the company for the financial year ended March 31, 2005.

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

Mr Tay Boo JiangMr Tay Liam WeeMr Soh Gim TeikMr Tay Chok YanMr Tay Ngiap JiangMr Cecil Vivian Richard WongMr Lua Cheng EngMr Khong Teck Kim

2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARESAND DEBENTURESNeither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whoseobject is to enable the directors of the company to acquire benefits by means of the acquisition of shares or debenturesin the company or any other body corporate.

3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURESThe directors of the company holding office at the end of the financial year had no interests in the share capital anddebentures of the company and related corporations as recorded in the register of directors’ shareholdings kept by thecompany under Section 164 of the Singapore Companies Act except as follows:

Shareholdings Shareholdings inregistered in the name which the director is

of the director deemed to have an interestName of directors and company At beginning At end At beginning At endin which interests are held of financial year of financial year of financial year of financial year

Ordinary shares of $0.10 each

Sincere Watch Limited (Note 1)

Mr Tay Boo Jiang - - 82,046,250 98,455,500Mr Tay Liam Wee - - 82,046,250 98,455,500Mr Tay Chok Yan 2,220,000 2,664,000 - -Mr Tay Ngiap Jiang 2,170,000 2,604,000 - -Mr Soh Gim Teik - - 6,540,000 7,848,000

Note 1:During the financial year, the par value of company’s ordinary shares was changed from $0.25 to $0.10 each following aconsolidation and subdivision exercise of its ordinary shares. In addition, the shareholdings were adjusted for a post split1-for-5 bonus issue of ordinary shares of par value of $0.10 each. As a result, the number of ordinary shares presentedat the beginning and end of the financial year have been adjusted to reflect the revised shareholdings.

There was no change in the above mentioned interests between the end of the financial year and April 21, 2005.

By virtue of Section 7 of the Singapore Companies Act, Cap. 50, Mr Tay Boo Jiang and Mr Tay Liam Wee with shareholdingsas above, are deemed to have an interest in the company and in all the related companies of the company.

50

4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITSSince the beginning of the financial year, no director has received or become entitled to receive a benefit which is requiredto be disclosed under Section 201(8) of the Singapore Companies Act, Cap. 50, by reason of a contract made by thecompany or a related corporation with the director or with a firm of which he is a member, or with a company in whichhe has a substantial financial interest except as disclosed in the financial statements.

5 OPTION TO TAKE UP UNISSUED SHARESDuring the financial year, no option to take up unissued shares of the company or any corporation in the group was granted.

6 OPTION EXERCISEDDuring the financial year, there were no shares of the company or any corporation in the group issued by virtue of theexercise of an option to take up unissued shares.

7 UNISSUED SHARES UNDER OPTIONAt the end of the financial year, there were no unissued shares of the company or any corporation in the group under option.

8 AUDIT COMMITTEEAt the date of this report, the Audit Committee comprises three non-executive, independent directors:

Mr Cecil Vivian Richard Wong (Chairman)Mr Lua Cheng EngMr Khong Teck Kim

The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Cap. 50.

In performing its functions, the Audit Committee reviewed the overall scope of both internal and external audits and theassistance given by the company’s officers to the auditors. It met with the company’s internal and external auditors todiscuss the scope and results of their respective audits.

In addition, the Audit Committee reviewed the financial statements of the group and the company before their submissionto the directors of the company.

The Audit Committee has nominated Deloitte & Touche for re-appointment as auditors of the company at the forthcomingannual general meeting.

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

ON BEHALF OF THE DIRECTORS

Mr Tay Liam Wee Mr Soh Gim Teik Singapore, May 17, 2005


51

A U D I T O R S ' R E P O R T

We have audited the accompanying financial statements of Sincere Watch Limited for the year ended March 31, 2005 setout on pages 52 to 79. These financial statements are the responsibility of the company’s directors. Our responsibility is toexpress an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Singapore Standards on Auditing. Those Standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well asevaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion,

a) the accompanying consolidated financial statements of the group and the balance sheet and statement of changes inequity of the company are properly drawn up in accordance with the provisions of the Singapore Companies Act,Cap. 50 (the "Act") and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairsof the group and of the company as at March 31, 2005 and of the results and cash flows of the group and of thechanges in equity of the group and company for the year ended on that date; and

b) the accounting and other records required by the Act to be kept by the company and by those subsidiaries incorporatedin Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

Deloitte & ToucheCertified Public Accountants

Kenny Horlley YoungPartner

SingaporeMay 17, 2005

TO THE MEMBERS OF SINCERE WATCH LIMITED

52

B A L A N C E S H E E T S

Group CompanyNote 2005 2004 2005 2004

$’000 $’000 $’000 $’000ASSETSCurrent assets:Cash and bank balances 38,977 41,860 6,787 9,212Fixed deposits 6 16,909 9,549 16,909 9,549Trade receivables 7 24,858 13,644 1,167 1,867Other receivables and prepaid expenses 8 4,301 3,987 25,086 24,564Inventories 9 141,442 104,245 32,722 21,564Total current assets 226,487 173,285 82,671 66,756

Non-current assets:Property, plant and equipment 10 18,017 18,165 12,577 12,810Investment property 11 398 398 398 398Investment in subsidiaries 12 - - 12,012 11,212Investment in associates 13 5,335 4,029 3,102 2,020Other investments 14 515 380 515 380Intangible asset 15 1,831 2,456 - -Deferred tax assets 22 4,346 3,128 350 -Total non-current assets 30,442 28,556 28,954 26,820

Total assets 256,929 201,841 111,625 93,576

LIABILITIES AND EQUITYCurrent liabilities:Bank loans, overdrafts and bankers’ acceptance 16 20,114 11,698 5,000 524Trade payables 17 116,560 81,254 27,614 20,677Other payables 18 16,183 12,149 5,221 11,089Income tax payable 6,275 5,079 1,572 1,364Current portion of long-term debt 19 1,262 3,937 197 2,898Total current liabilities 160,394 114,117 39,604 36,552

Non-current liabilities:Long-term debt 20 4,506 6,244 3,509 4,329Deferred tax liabilities 22 - 229 - 213Total non-current liabilities 4,506 6,473 3,509 4,542

Minority interests 55 437 - -

Capital and reserves:Issued capital 23 19,620 16,350 19,620 16,350Currency translation reserves (3,317) (2,153) (185) (136)Legal reserve 109 - - -Accumulated profits 75,562 66,617 49,077 36,268Total equity 91,974 80,814 68,512 52,482

Total liabilities and equity 256,929 201,841 111,625 93,576

See accompanying notes to financial statements.

SINCERE WATCH LIMITED AND ITS SUBSIDIARIESMARCH 31, 2005


53

C O N S O L I D AT E D P R O F I T & L O S S S TAT E M E N T

GroupNote 2005 2004

$’000 $’000

Revenue 24 324,261 257,656

Other operating income 25 690 2,909

Changes in inventories of goods for resale 37,197 (19,143)

Purchases of goods for resale (279,293) (172,299)

Staff costs 26 (20,669) (16,160)

Rental expense (15,714) (11,946)

Selling, advertising and promotional expense (11,149) (8,721)

Depreciation and amortisation expense (3,536) (2,564)

Other operating expenses 27 (7,386) (6,908)

Profit from operations 24,401 22,824

Finance costs 28 (973) (879)

Profit before share of results of associates 23,428 21,945

Share of profits of associates 393 502

Profit before income tax and minority interests 29 23,821 22,447

Income tax expense 30 (5,059) (3,839)

Profit before minority interests 18,762 18,608

Minority interests 364 (79)

Net profit for the year 19,126 18,529

Basic and fully diluted earnings per share (cents) 31 9.75 9.44


SINCERE WATCH LIMITED AND ITS SUBSIDIARIESYEAR ENDED MARCH 31, 2005

54

S TAT E M E N T S O F C H A N G E S I N E Q U I T Y

CurrencyIssued translation Legal Accumulated

Note capital reserves reserve(a) profits Total$’000 $’000 $’000 $’000 $’000

Group

Balance at March 31, 2003 16,350 (761) - 49,874 65,463

Currency translation differences - (1,392) - - (1,392)Net profit for the year - - - 18,529 18,529Final dividend of $0.02 per ordinary share and special

dividend of $0.015 per ordinary share less taxof 22% paid in respect of previous financial year - - - (1,786) (1,786)

Balance at March 31, 2004 16,350 (2,153) - 66,617 80,814

Appropriation of legal reserve from accumulated profits - - 109 (109) -Bonus shares issue 3,270 - - (3,270) -Currency translation differences - (1,164) - - (1,164)Net profit for the year - - - 19,126 19,126Final dividend of $0.02 per ordinary share and special

dividend of $0.11 per ordinary share less taxof 20% paid in respect of previous financial year 39 - - - (6,802) (6,802)

Balance at March 31, 2005 19,620 (3,317) 109 75,562 91,974

Company

Balance at March 31, 2003 16,350 (37) - 28,019 44,332

Currency translation differences - (99) - - (99)Net profit for the year - - - 10,035 10,035Final dividend of $0.02 per ordinary share and special

dividend of $0.015 per ordinary share less taxof 22% paid in respect of previous financial year - - - (1,786) (1,786)

Balance at March 31, 2004 16,350 (136) - 36,268 52,482

Bonus shares issue 3,270 - - (3,270) -Currency translation differences - (49) - - (49)Net profit for the year - - - 22,881 22,881Final dividend of $0.02 per ordinary share and special

dividend of $0.11 per ordinary share less taxof 20% paid in respect of previous financial year 39 - - - (6,802) (6,802)

Balance at March 31, 2005 19,620 (185) - 49,077 68,512



(a) Legal reserve relates to Sincere Watch Co. Ltd, incorporated in the Republic of China (Taiwan). Legal reserve may be used to offset a deficit, if any, and, when the reserve amountexceeds or equals 50% of the capital stock, an amount up to 50% of such reserve may be transferred to capital stock.


55

C O N S O L I D AT E D C A S H F L O W S TAT E M E N T

2005 2004$’000 $’000

Cash flows from operating activities:Profit before share of results of associates and income tax 23,428 21,945Adjustments for:

Amortisation of intangible asset 625 224Depreciation expense 2,911 2,340(Gain) Loss on disposal of property, plant and equipment (219) 18Property, plant and equipment written off 107 91(Write-back of) impairment loss on other investments (160) 369Impairment loss on intangible asset - 2,000Interest expense 973 879Interest income (176) (138)Dividend income (10) (8)

Operating profit before working capital changes 27,479 27,720

Trade receivables (11,214) 3,768Other receivables and prepaid expenses (390) 4,083Inventories (37,197) 19,143Trade payables 35,306 709Other payables 4,034 (3,142)

Cash generated from operations 18,018 52,281

Interest paid (973) (879)Interest received 176 138Dividends received 10 8Dividends paid (6,802) (1,786)Income tax paid (5,116) (3,784)

Net cash from operating activities 5,313 45,978

Cash flows used in investing activities:Purchase of property, plant and equipment (Note A) (2,342) (5,157)Proceeds from sale of property, plant and equipment 280 223Acquisition of subsidiary (Note B) - (1,946)Additional investment in associates (1,082) -Proceeds from sale of quoted investments 25 -

Net cash used in investing activities (3,119) (6,880)

Cash flows from financing activities:Increase in bank loans 7,806 642(Decrease) Increase in long-term debt (5,021) 461

Net cash from financing activities 2,785 1,103

Net effects of exchange rate changes in consolidating subsidiaries (1,112) (1,229)

Increase in cash and cash equivalents 3,867 38,972Cash and cash equivalents at beginning of year 46,459 7,487Cash and cash equivalents at end of year (Note 32) 50,326 46,459


56

Notes to the consolidated cash flow statement:

A. Purchase of property, plant and equipment2005 2004$’000 $’000

Cash purchase of property, plant and equipment 2,342 5,157Purchase of property, plant and equipment under finance lease agreements 608 286Total additions to property, plant and equipment (Note 10) 2,950 5,443

B. Summary of the effects of acquisition of subsidiary

Net liabilities acquired: Current assets - 9,320 Non-current assets - 114

Current liabilities - (10,686)- (1,252)

Add: Reclassification of provision for associate’s loss - 626Goodwill on acquisition of subsidiary - 4,009Total purchase consideration - 3,383Less: Non-cash consideration - (2,683)Add: Bank overdraft assumed on acquisition of subsidiary - 1,246Net cash flow on acquisition of subsidiary - 1,946



57

N O T E S T O F I N A N C I A L S TAT E M E N T S

1 GENERALThe company (Registration No. 197700967C) is incorporated in the Republic of Singapore with its registered office andprincipal place of business at 8 Temasek Boulevard, #23-03 Suntec Tower 3, Singapore 038988. During the financial year,the company received an approval to transfer the listing and quotation of its securities from the official list of the SingaporeExchange Securities Trading Limited (“SGX-ST”) Dealing and Automated Quotation System (“SGX-SESDAQ”) to the OfficialList of the SGX-ST Mainboard. The financial statements are expressed in thousands of Singapore dollars.

The company is principally engaged in the business of watch and clock retailing.

The principal activities of the subsidiaries and associates are disclosed in Notes 12 and 13.

The consolidated financial statements of the group and the balance sheet and statement of changes in equity ofthe company for the financial year ended March 31, 2005 were authorised for issue by the Board of Directors onMay 17, 2005.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBASIS OF ACCOUNTING – The financial statements are prepared in accordance with the historical cost convention andare drawn up in accordance with the provisions of the Singapore Companies Act and Singapore Financial ReportingStandards (“FRS”).

BASIS OF CONSOLIDATION – The consolidated financial statements incorporate the financial statements of the companyand enterprises controlled by the company (its subsidiaries) made up to March 31 each year. Control is achieved whenthe company has the power to govern the financial and operating policies of an investee enterprise so as to obtain benefitfrom its activities. On acquisition, the assets and liabilities of the relevant subsidiaries are measured at their fair values atthe date of acquisition. The interest of minority shareholders is stated at the minority's proportion of the fair values ofthe assets and liabilities recognised. The results of subsidiaries acquired or disposed of during the year are included in theconsolidated profit and loss statement from the effective date of acquisition or to the effective date of disposal, asappropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accountingpolicies used in line with those used by other members of the group. All significant intercompany transactions and balancesbetween group enterprises are eliminated on consolidation. Where a group transacts with an associate of the group,unrealised profits and losses are eliminated to the extent of the group’s interest on the relevant associate.

Associates are entities over which the group exercises significant influence, through participation in the financial andoperating policy decisions of the investee. The equity method of accounting is used.

In the financial statements of the company, investments in subsidiaries and associates are carried at cost less any impairmentin net recoverable value that have been recognised in the profit and loss statement.

FINANCIAL ASSETS – Financial assets include cash and bank balances, fixed deposits, trade and other receivables andinvestments. Trade and other receivables are stated at their nominal value as reduced by an appropriate allowance forestimated irrecoverable amounts.

Long-term investments, where the group is not in a position to exercise control or significant influence, are stated at costless impairment losses recognised when the investment’s carrying amount exceeds its estimated recoverable amount.

FINANCIAL LIABILITIES AND EQUITY – Financial liabilities and equity instruments are classified according to the substanceof the contractual arrangements entered into. Financial liabilities include trade and other payables, bank loans, overdraftsand bankers' acceptance, finance lease obligations and term loans. Trade and other payables are stated at their nominalvalue. Bank loans, overdrafts and bankers' acceptance, and term loans are recorded at the proceeds received, net of directissue costs. Finance lease obligations are stated in accordance with the accounting policy denoted below. Finance chargesare accounted for on an accrual basis and are added to the carrying amount of the instrument to the extent that theyare not settled in the period in which they arise.

Equity instruments are recorded at the fair value of the consideration received, net of direct issue costs.

SINCERE WATCH LIMITED AND ITS SUBSIDIARIESMARCH 31, 2005

58

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)Dividends on ordinary shares are recognised in shareholders’ equity in the year in which they are declared.

INVENTORIES – High-end inventories comprising goods for resale are stated at the lower of cost (specific identificationmethod) and net realisable value. Low-end inventories comprising goods for resale are stated at the lower of cost (weightedaverage method) and net realisable value. Net realisable value represents the estimated selling price less all estimated coststo be incurred in marketing, selling and distribution.

PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are carried at cost, less accumulated depreciationand any impairment loss where the recoverable amount of the asset is estimated to be lower than its carrying amount.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method,on the following bases:

Leasehold properties and improvements – 2% to 50%Plant and equipment – 10% to 50%

Depreciation is not provided on freehold property.

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

Assets held under finance lease arrangements are depreciated over their expected useful lives on the same basis as theowned assets or, where shorter, the term of the relevant lease.

INVESTMENT PROPERTY – Investment property held on a long-term basis for investment potential, is stated at cost, lessany impairment in net recoverable value. No depreciation is provided on investment property.

GOODWILL – Goodwill arising on consolidation represents the excess of the cost of an acquisition over the group’s interestin the fair value of the net identifiable assets and liabilities of a subsidiary or associate at the date of acquisition.

Goodwill is recognised as an asset and amortised on a straight-line basis over its estimated useful life of 5 years.

On disposal of a subsidiary or associate, the attributable amount of unamortised goodwill is included in the determinationof the profit or loss on disposal.

Goodwill arising from an acquisition of an associate is included within the carrying value of the associate. Goodwill arisingon the acquisition of subsidiaries is presented separately in the balance sheet.

IMPAIRMENT OF ASSETS – At each balance sheet date, the group and company review the carrying amounts of their assetsto determine whether there is any indication that those assets have suffered an impairment loss. If any such indicationexists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).Recoverable amount is the greater of net selling price and value in use. In assessing value in use, the estimated future cashflows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of thetime value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less thanits carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment losses are recognisedas an expense immediately.

When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate ofits recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amountthat would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of animpairment loss is recognised as income immediately.

PROVISIONS – Provisions are recognised when the group has a present obligation as a result of a past event where it isprobable that it will result in an outflow of economic benefits that can be reasonably estimated.


59

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)LEASES – Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks andrewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance lease are recognised as assets of the group and company at their fair values at the date ofacquisition. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Financecosts, which represent the difference between the total leasing commitments and the fair value of the assets acquired,are charged to the profit and loss statement over the term of the relevant lease using the effective interest rate method.

Rentals payable under operating leases are charged to profit and loss on a straight-line basis over the term of therelevant lease.

MINORITY INTEREST – Minority interest is stated at the appropriate proportion of the pre-acquisition carrying amountsof the net assets of the subsidiaries adjusted for the appropriate share of post-acquisition profit and loss.

REVENUE RECOGNITION – Revenue from sale of goods is recognised when significant risks and rewards of ownership aretransferred to the buyer and the amount of revenue and the costs of the transaction can be measured reliably. Revenuefrom rendering of services that are of short duration is recognised when the services are completed.

Interest income is accrued on a time proportionate basis, by reference to the principal outstanding and at the interest rateapplicable, on an effective yield basis.

Dividend income from investments is recognised when the right to receive payment has been established.

RETIREMENT BENEFIT COSTS – Payments to defined contribution retirement benefit plans (including state-managedretirement benefit schemes, such as the Singapore Central Provident Fund) are charged as an expense when incurred.

EMPLOYEE LEAVE ENTITLEMENT – Employee entitlements to annual leave are recognised when they accrue to employees.A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to thebalance sheet date.

INCOME TAX – Tax expense is determined on the basis of tax effect accounting, using the liability method, and it is appliedto all significant temporary differences arising between the carrying amount of assets and liabilities in the financial statementsand the corresponding tax bases used in the computation of taxable profit except that a debit to the deferred tax balanceis not carried forward unless there is reasonable expectation of realisation in the foreseeable future.

Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to the period when the assetis realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted bythe balance sheet date. Deferred tax is charged or credited to the profit and loss statement. Deferred tax assets andliabilities are offset when they relate to income taxes levied by the same tax authority.

FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION – Transactions in foreign currencies are recorded using the ratesruling on the dates of the transactions. At each balance sheet date, recorded monetary balances and balances carried atfair value that are denominated in foreign currencies are reported at the rates ruling at the balance sheet date. All realisedand unrealised exchange adjustment profits and losses are dealt with in the profit and loss statement.

For inclusion in the consolidated financial statements, assets and liabilities of the foreign entities are translated at the ratesof exchange approximating those ruling at the balance sheet date. The profit and loss statements are translated at theaverage rates of exchange for the year, and the opening net investment in the foreign entities is translated at the historicalrates. The resulting currency translation differences are taken to the currency translation reserves. On disposal of a foreignentity, the accumulated currency translation differences are recognised in the profit and loss statement as part of the profitor loss on disposal.

60

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)FOREIGN CURRENCY FORWARD CONTRACTS – The group enters into foreign currency forward contracts to hedge itscurrency exposure. The contract gains and losses are recognised in the profit and loss statement upon the maturity of thecontract which would normally coincide with the date of settlement of the underlying financial instrument being hedged.

CASH – Cash for the cash flow statement includes cash and bank balances, fixed deposits less bank overdrafts.

3 FINANCIAL RISKS AND MANAGEMENT(i) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a loss to thegroup. The group has adopted the policy of only dealing with creditworthy counterparties as a means of mitigatingthe risk of financial losses from default and generally does not require collateral. The group places its cash and cashequivalents with creditworthy institutions and performs ongoing credit evaluation of its customers’ financial condition.

The group does not have any significant credit risk exposure to any single counterparty or any group of counterpartieshaving similar characteristics.

The maximum exposure to credit risk in the event that the counterparties fail to perform their obligations as at theend of the financial year in relation to each class of recognised financial assets is the carrying amount of those assetsas stated in the balance sheet.

(ii) Interest rate riskThe group’s primary interest rate risk relates to interest bearing debt. The group primarily raises long-term loans basedon expectation of future interest rate movements. As at the balance sheet date, the average term to maturity of thegroup’s loans was approximately 12 months (2004 : 24 months) and all the term loans have floating interest rateterms except for a term loan of $1,750,000 with a fixed interest rate of 3.23% per annum.

The group is also exposed to interest rate risk through the impact of rate changes on its short-term loans and bankoverdrafts which bear interest at the rates disclosed in Note 16. 54% (2004 : 28%) of the short-term debts have fixedinterest rate terms. Since these debts are short-term, with the current interest rate level, any future variations in interestrates is not expected to have a material impact on the group’s results.

(iii) Foreign exchange riskThe group is exposed to foreign currency risk on its foreign currency denominated cash balances and trade payables.The currencies giving rise to this risk are primarily Swiss Franc and Euro. The group ensures that the net exposure iskept to an acceptable level by entering into hedging activities such as forward foreign exchange contracts and optionsand also by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances.

The group is also exposed to foreign exchange movement on its net investments in subsidiaries and associates inMalaysia, Hong Kong, Taiwan and Thailand. No hedge has been taken up for this exposure.

(iv) Liquidity riskIt is group policy for the raising of capital and placement of surplus fund to be managed centrally. The group hastargets for available funds in the form of surplus liquidity and irrevocable credit facilities, which are available to thegroup at any given time.

(v) Fair value of financial assets and financial liabilitiesThe carrying amount of financial assets and financial liabilities reported in the balance sheet approximates the fairvalue of those assets and liabilities except for unquoted investments. It is not practicable within the constraint of costto reliably determine the fair value of unquoted investments. These investments are shown at cost less any impairmentin value.

The fair values in respect of foreign currency contracts are disclosed in Note 36.


61

4 HOLDING COMPANY AND RELATED COMPANY TRANSACTIONSThe company is a subsidiary of TBJ Holdings Pte Ltd, a company incorporated in Singapore which is also the group’s ultimateholding company.

Related companies in these financial statements refer to members of the holding company’s group of companies. Someof the company’s transactions and arrangements are between members of the group and the effect of these on the basisdetermined between the parties are reflected in these financial statements. The intercompany balances are unsecured,without fixed repayment terms and interest-free unless stated otherwise.

5 RELATED PARTY TRANSACTIONSRelated parties are entities with common direct or indirect shareholders and/or directors with that of the company.

Some of the group’s transactions and arrangements are with related parties and the effect of these on the basis determinedbetween the parties are reflected in these financial statements. The balances are unsecured, without fixed repayment termsand interest-free.

Significant related party transactions:Group

2005 2004$’000 $’000

Sales of goods (2,342) (1,388)Purchases of goods 98 50Interest income (105) (52)Rental income (57) (19)Delivery charges 105 37Management fee expense - 488

Management fee expense of the group in year 2004 was for fees paid to a firm in which a director of a subsidiary hasan interest.

6 FIXED DEPOSITSGroup and Company

2005 2004$’000 $’000

Fixed deposits in foreign currency 16,909 7,548Fixed deposits in Singapore dollars - 2,001

16,909 9,549

Fixed deposits earn interest at a rate of 0.58% (2004 : 0.30% to 0.56%) per annum and mature 15 days (2004 : 29 days)within the financial year end.

7 TRADE RECEIVABLESGroup Company

2005 2004 2005 2004$’000 $’000 $’000 $’000

Outside parties 24,341 11,758 706 1,092Subsidiaries (Notes 4 and 12) - - 259 662Associates (Note 13) 517 534 202 113Related party (Note 5) 2,690 2,572 - -

27,548 14,864 1,167 1,867Less: Allowance for doubtful debts (2,690) (1,220) - -

24,858 13,644 1,167 1,867

62

8 OTHER RECEIVABLES AND PREPAID EXPENSESGroup Company

2005 2004 2005 2004$’000 $’000 $’000 $’000

Subsidiaries (Notes 4 and 12) - - 26,540 24,725Associates (Note 13) 65 65 - -Related party (Note 5) 714 433 - -Prepaid expenses 1,300 1,044 113 102Deposits 1,521 1,890 439 641Income tax recoverable 21 97 17 93Others 680 458 122 192

4,301 3,987 27,231 25,753Less: Allowance for doubtful debts - - (2,145) (1,189)

4,301 3,987 25,086 24,564

Certain advances to subsidiaries and associates bear interest at a rate of 4.00% (2004 : 4.00% to 6.00%) per annumwhilst other advances to subsidiaries and associates are interest-free. All advances to subsidiaries and associates are withoutfixed terms of repayment.

9 INVENTORIESGroup Company

2005 2004 2005 2004$’000 $’000 $’000 $’000

Goods for resale at cost 133,823 95,131 30,397 17,302Goods for resale at net realisable value 7,619 9,114 2,325 4,262

141,442 104,245 32,722 21,564


63

10 PROPERTY, PLANT AND EQUIPMENTLeasehold

Freehold properties and Plant andproperty improvements equipment Total

$’000 $’000 $’000 $’000Group

Cost: At beginning of year 3,254 12,607 14,499 30,360 Additions - 130 2,820 2,950 Disposals - - (840) (840) Written off - (92) (2,390) (2,482) Translation adjustment - - (66) (66) At end of year 3,254 12,645 14,023 29,922

Accumulated depreciation: At beginning of year - 1,867 10,328 12,195 Depreciation for the year - 389 2,522 2,911 Disposals - - (779) (779) Written off - (92) (2,283) (2,375) Translation adjustment - - (47) (47) At end of year - 2,164 9,741 11,905

Depreciation for last year - 270 2,070 2,340

Carrying value: At beginning of year 3,254 10,740 4,171 18,165

At end of year 3,254 10,481 4,282 18,017

Company

Cost: At beginning of year 3,254 9,607 5,861 18,722 Additions - 66 1,177 1,243 Disposals - - (823) (823) Written off - (92) (1,246) (1,338) At end of year 3,254 9,581 4,969 17,804

Accumulated depreciation: At beginning of year - 1,813 4,099 5,912 Depreciation for the year - 222 1,125 1,347 Disposals - - (775) (775) Written off - (92) (1,165) (1,257) At end of year - 1,943 3,284 5,227

Depreciation for last year - 215 722 937

Carrying amount: At beginning of year 3,254 7,794 1,762 12,810

At end of year 3,254 7,638 1,685 12,577

10 PROPERTY, PLANT AND EQUIPMENT (cont'd)Plant and equipment with a carrying amount of $1,243,000 (2004 : $924,000) and $914,000 (2004 : $702,000) for thegroup and company respectively were acquired under finance lease agreements (Note 21).

Group Properties in Singapore:

Group'seffective Approximate

Held by interest Location floor area Tenure Usage%

Sincere Watch 100 304 Orchard Road, 36 sq m Freehold Shop forLimited Lucky Plaza retailing of

watches

Sincere Watch 100 150 Orchard Road, 212 sq m 103 years OfficeLimited Orchard Plaza 75 years

unexpired

Sincere Watch 100 8 Temasek Boulevard, 325 sq m 99 years CorporateLimited Suntec City 83 years head

unexpired office

Culina Holdings 100 24 Senoko Way 6,928 sq m 30 years Office andPte Ltd 17 years warehouse

unexpired

11 INVESTMENT PROPERTYThis consists of the freehold property located at 304 Orchard Road, #23-04 Lucky Plaza, Singapore 238863. As atMarch 31, 2005, the directors estimated the fair value of the investment property to be approximately $600,000 basedon recent transactions of similar properties. The valuation surplus of $202,000 is not reflected in the financial statements.The freehold property is currently vacant.

12 INVESTMENT IN SUBSIDIARIESCompany

2005 2004$’000 $’000

Unquoted equity shares at cost 10,512 10,512Loans to subsidiaries (Note 4) 3,378 2,578

13,890 13,090Less allowance for:

Doubtful debts (1,678) (1,678)Impairment loss (200) (200)

12,012 11,212

Loans to two subsidiaries amounting to $1,700,000 (2004 : $900,000) are subordinated to bank overdrafts provided bya bank as part of the covenants covering the provision of overdraft facilities as disclosed in Note 16.

64


65

12 INVESTMENT IN SUBSIDIARIES (cont'd)The subsidiaries of the company are as follows:

Country of EffectiveName of subsidiary incorporation Cost of interest heldand principal activities and operation investment by the group

2005 2004 2005 2004$’000 $’000 % %

Avante Investment Pte Ltd (1) Singapore - - 100 100Investment holding company

Avante Marketing Pte Ltd (1) Singapore - - 100 100Promoters, representatives andagents of fashion and luxury goods

British Master Time Pte Ltd (1) Singapore - - 100 100Marketing of luxury goods

Culina Holdings Pte Ltd Singapore 2,000 2,000 100 100Investment holding company

Culina Pte Ltd (5) Singapore - - 100 100Supply and distribution of gourmetfood, fine wines and pastry products

Emotus Pte Ltd Singapore 500 500 100 100Retailing of watches and clocks

Franck Muller Pte Ltd Singapore 3,713 3,713 100 100Marketing of Franck Mullertime pieces

Heirloom Restoration Services Pte Ltd Singapore 500 500 100 100Watch repair services

Heritage Distribution Pte Ltd Singapore 500 500 100 100Marketing and distribution of watches

Parisian Time Pte Ltd (1) Singapore - - 100 100Marketing of luxury goods

Richburgh Holdings Pte Ltd (2) Singapore 200 200 50 50Retailing of watches and clocks

Sincere Watch Duty Free Pte Ltd (2) Singapore 50 50 50 50Retailing of watches and clocks

Swiss Master Time Pte Ltd (1) Singapore - - 100 100Marketing of luxury goods

Times Legend International Pte Ltd (1) Singapore - - 100 100Marketing and distribution of watches

66

12 INVESTMENT IN SUBSIDIARIES (cont'd)

Country of EffectiveName of subsidiary incorporation Cost of interest heldand principal activities and operation investment by the group

2005 2004 2005 2004$’000 $’000 % %

Leoco Enterprise Limited (3) Hong Kong - - 75 75Investment holding company SAR

Pendulum Limited (4) (5) Hong Kong - - 100 100Dormant SAR

Sincere Brand Management Limited Hong Kong 186 186 100 100(formerly known as Times Legend SAR(Asia Pacific) Limited) (4)

Marketing and distribution of watches

Avante Marketing (M) Sdn Bhd (1) (6) Malaysia - - 100 100Investment holding company

Culina Products Sdn Bhd (4) (5) Malaysia - - 100 100Dormant

Emotus Sdn Bhd (5) (7)

Retailing of watches, clocks, pens Malaysia - - 100 100and related accessories and servicingof watches

Sincere Watch Sdn Bhd (7) (8) Malaysia 2,806 2,806 80 80Retailing of watches, clocks, pensand related accessories andservicing of watches

Shanghai Sincere Watch Co. Ltd (5) (9) People’s - - 75 75Dormant Republic

of China

Sincere Watch Co. Ltd (4) Republic of 57 57 100 100Wholesale and retail of watches China (Taiwan)

Sincere Watch (Hong Kong) Limited The Cayman - - 100 -Investment holding (1) (9) (10) Islands

Sincere Brand Holdings Limited British Virgin - - 100 -Investment holding (1) (9) (10) Islands

10,512 10,512

12 INVESTMENT IN SUBSIDIARIES (cont'd)All subsidiaries are audited by Deloitte & Touche, Singapore except for the subsidiaries that are indicated as follows:

(1) Cost of investment is below $1,000.(2) Considered as subsidiaries by virtue of control by the group over their financial and operating policies.(3) Audited by Morison Heng, Hong Kong, SAR. Investment of $215,702 written off in year 2000.(4) Audited by overseas practices of Deloitte Touche Tohmatsu of which Deloitte & Touche – Singapore is a member.(5) Held by subsidiaries.(6) Audited by K. K. San, Lew & Loke, Malaysia.(7) Audited by Ernst & Young, Malaysia.(8) 15% interest in Sincere Watch Sdn Bhd is held through Avante Marketing (M) Sdn Bhd.(9) Not audited as not required in country of incorporation and not considered material.(10) Incorporated on August 18, 2004.

13 INVESTMENT IN ASSOCIATESGroup Company

2005 2004 2005 2004$’000 $’000 $’000 $’000

Unquoted equity shares at cost 3,382 2,300 3,382 2,300Less: Impairment loss - - (280) (280)

3,382 2,300 3,102 2,020Share of post-acquisition reserves 1,953 1,729 - -

5,335 4,029 3,102 2,020

The group's investment in associates comprises the following:

Name of associate Cost ofand country of investment held Interest heldincorporation/operation Principal activities by the group by the group

2005 2004 2005 2004$’000 $’000 % %

Pendulum Ltd (a) Retailing and distribution 2,744 1,966 49 49Thailand of watches and clocks

BVL Partner Co. Ltd (a) Retailing and distribution of 638 334 49 49Thailand watches, clocks and jewellery

Unisky Limited (b) Dormant - - 33 33Hong Kong, SAR

3,382 2,300

The associates, whose net assets are less than 20% of the net assets of the group, are audited by:(a) SB Auditing Service Co. Ltd, Thailand.(b) Vincent Kwok & Co., Hong Kong, SAR.

Significant transactions with associates:Group

2005 2004$’000 $’000

Sales of goods (6,488) (5,721)Interest income - (120)Management fee expense 42 42


67

68

14 OTHER INVESTMENTSGroup and Company

2005 2004$’000 $’000

Quoted equity shares at cost 501 540Club memberships at cost 336 336Others - unquoted 368 368

1,205 1,244Less: Allowance for impairment loss (690) (864)

515 380

Market value of quoted equity shares 359 339

Market value of club memberships 173 184

It is not practicable within the constraint of cost to reliably determine the fair value of unquoted investments. Theseinvestments are shown at cost less any impairment in value.

15 INTANGIBLE ASSETGroup$’000

Cost at beginning and end of year 5,438

Accumulated amortisation:At beginning of year 982Amortisation for the year 625At end of year 1,607

Impairment loss at beginning and end of year 2,000

Amortisation for last year 224

Carrying value:At beginning of year 2,456

At end of year 1,831

The intangible asset represents goodwill on consolidation arising from acquisition of subsidiaries.Goodwill amortisation has been included under depreciation and amortisation expense.

16 BANK LOANS, OVERDRAFTS AND BANKERS’ ACCEPTANCEGroup Company

2005 2004 2005 2004$’000 $’000 $’000 $’000

Bank overdrafts (Note 32) 5,560 4,950 - 524Bank loans 10,875 3,323 5,000 -Bankers’ acceptance 3,679 3,425 - -

20,114 11,698 5,000 524

The group’s and company’s bank overdrafts bear interest at rates ranging from 5.25% to 8.00% (2004 : 5.00% to 8.00%)per annum and are unsecured except for:

(a) Bank overdrafts and other credit facilities of two subsidiaries amounting to $3,456,000 (2004 : $2,535,000) which areguaranteed by the company and a minority shareholder of those subsidiaries. In accordance to the terms and conditionsfor the provision of the banking facilities, these overdrafts and credit facilities are ranked first over all present and futureloans from the company and the minority shareholder; and


69

16 BANK LOANS, OVERDRAFTS AND BANKERS’ ACCEPTANCE (cont'd)(b) Bank overdrafts of $2,104,000 (2004 : $1,891,000) of another two subsidiaries which are guaranteed by the company

and secured by irrevocable standby letters of credit.

The group’s and company’s bank loans are unsecured and bear interest at rates ranging from 2.73% to 5.05%(2004 : 4.80% to 5.05%) per annum.

The group’s bankers’ acceptance is secured by a corporate guarantee given by the company and bears interest at ratesranging from 3.87% to 4.20% (2004 : 3.98% to 4.20%) per annum.

17 TRADE PAYABLESGroup Company

2005 2004 2005 2004$’000 $’000 $’000 $’000

Outside parties 116,490 81,254 5,307 2,588Subsidiaries (Notes 4 and 12) - - 22,307 18,089Related party (Note 5) 70 - - -

116,560 81,254 27,614 20,677

18 OTHER PAYABLESGroup Company

2005 2004 2005 2004$’000 $’000 $’000 $’000

Subsidiaries (Notes 4 and 12) - - 168 7,003Associates (Note 13) 279 193 279 193Directors 2,249 2,091 2,249 2,091Minority shareholders of subsidiaries 1,700 900 - -Advances from customers 961 496 803 360Accruals 8,997 6,654 1,615 1,368Rental payable 775 790 - -Others 1,222 1,025 107 74

16,183 12,149 5,221 11,089

The other payables to directors are unsecured, without fixed repayment terms and interest-free.

19 CURRENT PORTION OF LONG-TERM DEBTGroup Company

2005 2004 2005 2004$’000 $’000 $’000 $’000

Term loans (Note 20) 1,000 3,740 - 2,740Finance leases (Note 21) 262 197 197 158

1,262 3,937 197 2,898

20 LONG-TERM DEBTGroup Company

2005 2004 2005 2004$’000 $’000 $’000 $’000

Finance leases (Note 21) 756 529 509 364Term loans 4,750 9,455 3,000 6,705

5,506 9,984 3,509 7,069Term loans due within

12 months (Note 19) (1,000) (3,740) - (2,740)Net 4,506 6,244 3,509 4,329

70

20 LONG-TERM DEBT (cont'd)The group’s and company’s term loans are unsecured except for a term loan of $1,750,000 (2004 : $2,750,000) which issecured by a corporate guarantee from the company.

Details of the term loans are:

(a) Term loans of $3,705,000 which bore interest at rates ranging from 1.85% to 3.98% per annum have been fullyrepaid during the financial year.

(b) Term loan of $3,000,000 (2004 : $3,000,000) which bears interest at a rate of 3.50% (2004 : 3.50%) per annumand is repayable in August 2006.

(c) Term loan of $1,750,000 (2004 : $2,750,000) which bears interest at a rate of 3.23% (2004 : 3.23%) per annumand is repayable over one to two years by equal instalments.

21 FINANCE LEASE OBLIGATIONSGroup Company

Present value Present valueMinimum of minimum Minimum of minimum

lease payments lease payments lease payments lease payments2005 2004 2005 2004 2005 2004 2005 2004$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Amounts payable under finance leases:Within one year 300 233 262 197 232 180 197 158In the second to fifth years inclusive 822 604 685 508 511 399 438 343After five years 71 25 71 21 71 25 71 21

1,193 862 1,018 726 814 604 706 522

Less: Future finance charges (175) (136) - - (108) (82) - -1,018 726 1,018 726 706 522 706 522

The finance lease obligations of the group and company are secured against certain plant and equipment and bear interestat rates ranging from 3.63% to 5.10% (2004 : 2.20% to 5.00%) per annum.

22 DEFERRED TAX ASSETS (LIABILITIES)Group Company

2005 2004 2005 2004$’000 $’000 $’000 $’000

Deferred tax assets

Allowance for inventories 3,735 2,850 424 -Allowance for doubtful debts 427 151 - -Excess of book depreciation

over tax depreciation 184 127 (74) -Total deferred tax assets 4,346 3,128 350 -

Deferred tax liabilities

Accelerated tax depreciation - (229) - (213)Net deferred tax position 4,346 2,899 350 (213)


71

22 DEFERRED TAX ASSETS (LIABILITIES) (cont'd)Group Company

2005 2004 2005 2004$’000 $’000 $’000 $’000

Movement in deferred tax assets (liabilities)

Balance at beginning of year 2,899 850 (213) (213)Write-back due to change in

income tax rate - (67) - -Amounts transferred to

profit and loss (Note 30) 1,502 2,049 563 -Translation adjustment (55) 67 - -Balance at end of year 4,346 2,899 350 (213)

23 ISSUED CAPITALGroup and Company

2005 2004 2005 2004Number of ordinary shares of $’000 $’000

$0.10 each (’000)Authorised 500,000 500,000 50,000 50,000

Issued and fully paid:At beginning of year 163,500 163,500 16,350 16,350Bonus shares issue 32,700 - 3,270 -At end of year 196,200 163,500 19,620 16,350

During the financial year, the capital structure of the company had been changed as follows:

(a) Consolidation of every 2 ordinary shares in the existing authorised and issued paid-up share capital of par value $0.25each into 1 ordinary share of par value of $0.50 each;

(b) Subdivision of every 1 ordinary share of par value $0.50 into 5 ordinary shares of par value $0.10 each; and

(c) Post split 1-for-5 bonus issue of ordinary shares of par value $0.10 each.

As a result, the number of ordinary shares presented at the beginning and end of the financial year have been adjustedto reflect the revised shareholdings.

24 REVENUEGroup

2005 2004$’000 $’000

Sales of goods 323,697 257,139Rendering of services 564 517

324,261 257,656

72

25 OTHER OPERATING INCOMEGroup

2005 2004$’000 $’000

Interest income 176 138Dividend income from quoted investments 10 8Net foreign exchange gain - 2,052Rental income 72 19Others 432 692

690 2,909

26 STAFF COSTSGroup

2005 2004$’000 $’000

Salaries and wages 20,669 16,160

Defined contribution plans included in salaries and wages 1,093 1,064

2005 2004

Number of employees at end of year 298 267

27 OTHER OPERATING EXPENSESGroup

2005 2004$’000 $’000

Net foreign exchange loss 237 -Impairment (Write-back) of loss on:

Intangible asset - 2,000Other investments (160) 369

Allowance for (Write-back of) doubtful debts 1,632 (300)Donations 455 62Legal and professional fees 486 265Travelling and communication 1,920 1,467Others 2,816 3,045

7,386 6,908

28 FINANCE COSTSGroup

2005 2004$’000 $’000

Interest expense on:Bank borrowings 925 853Finance leases 48 26

973 879


73

29 PROFIT BEFORE INCOME TAX AND MINORITY INTERESTSIn addition to the charges and credits disclosed elsewhere in the financial statements, this item includes the followingcharges (credits):

Group2005 2004$’000 $’000

Allowance for inventories 5,866 3,300Amortisation of intangible asset 625 224Audit fees paid to auditors:

Auditors of the company 152 131Other auditors 70 65

Non-audit fees paid to auditors:Auditors of the company 24 23Other auditors 204 -

Directors’ remuneration:Company 3,562 3,193Subsidiaries 2,232 1,286

Fees paid to a firm in which a director has an interest 15 15(Gain) Loss on disposal of property, plant and equipment (219) 18Management fees paid to a firm in which a director of

a subsidiary has an interest - 488Property, plant and equipment written off 107 91Rental paid by a company in which a director has an interest (15) -(Write-back) Write-off of bad debts (12) 13Write-off (Write-back) of inventories 3 (140)

30 INCOME TAX EXPENSEGroup

2005 2004$’000 $’000

Current 7,030 5,486Deferred (Note 22) (1,246) (2,049)Associates 118 342(Over) Under provision in prior years:

Current (587) 60Deferred (Note 22) (256) - 5,059 3,839

74

30 INCOME TAX EXPENSE (cont'd)The income tax expense varied from the amount of income tax determined by applying the Singapore income tax rateof 20% (2004 : 20%) to profit before share of results of associates and income tax as a result of the following:

Group2005 2004$’000 $’000

Income tax expense at statutory rate 4,686 4,389Non-allowable (taxable) items 842 (759)(Over) Under provision in prior years:

Current (587) 60Deferred (256) -

Utilisation of deferred tax benefit previously unrecorded (120) (318)Deferred tax benefit unrecorded, net 722 212Share of associates' income tax 118 342Effect of different income tax rates of overseas subsidiaries (137) (190)Tax exemption (53) (70)Other items (156) 106Effect of change in income tax rate - 67

5,059 3,839

The group has tax loss carryforwards available for offsetting against future taxable income as follows:Group

2005 2004$’000 $’000

Amount at beginning of year 7,480 3,864Adjustments 271 445Arising from acquisition of subsidiary - 1,587Amount in current year 2,398 2,025Amount utilised in current year (13) (441)Amount at end of year 10,136 7,480

Deferred tax benefit 2,101 1,569

The group and company have temporary differences mainly from allowance for inventories, allowance for doubtful debtsand capital allowances available for offsetting against future taxable income as follows:

Group Company2005 2004 2005 2004$’000 $’000 $’000 $’000

Amount at beginning of year 21,632 19,436 1,053 2,255Adjustments (197) (541) (195) (314)Arising from acquisition of subsidiary - 289 - -Amount in current year 8,909 4,256 1,064 -Amount utilised in current year (478) (1,808) (172) (888)Amount at end of year 29,866 21,632 1,750 1,053

Deferred tax benefit 5,615 4,029 350 206

Deferred tax benefits on above 7,716 5,598 350 206Deferred tax benefits not recognised (3,370) (2,470) - (206)Deferred tax benefits recognised (Note 22) 4,346 3,128 350 -

These future income tax benefits in respect of unutilised tax losses are available for an unlimited future period only if therespective subsidiaries derive future assessable income of a nature and of sufficient amounts to enable the benefits to berealised and the conditions for deductibility imposed by law, including the retention of majority shareholders, as defined,are complied with.


75

31 EARNINGS PER SHAREThe basic earnings per share is calculated by dividing the group’s net profit for the financial year by the existing numberof shares in issue at the end of the year as follows:

Group2005 2004

Basic earnings per share (cents) 9.75 9.44

The calculation of the basic earnings per share is based on:

Profit attributable to shareholders (in $’000) 19,126 18,529

The existing number of fully paid shares of $0.10 eachin issue at end of year (in ’000) 196,200 196,200

The fully diluted earnings per share is equal to the basic earnings per share as there is no dilution. For compliance withFRS 33 – Earnings Per Share, basic earnings per share is calculated by dividing the group’s net profit attributable toshareholders by an adjusted 196,200,000 ordinary shares in issue during the year, after taking into account the effect ofconsolidation and subdivision of the par value from $0.25 to $0.10 each and the 1-for-5 bonus issue (Note 23). Forcomparative purposes, the number of shares for year 2004 is also adjusted retrospectively to 196,200,000.

32 CASH AND CASH EQUIVALENTS IN THE CONSOLIDATED CASH FLOW STATEMENTGroup

2005 2004$’000 $’000

Cash and bank balances 38,977 41,860Fixed deposits (Note 6) 16,909 9,549Bank overdrafts (Note 16) (5,560) (4,950)

50,326 46,459

33 OPERATING LEASE COMMITMENTSGroup

2005 2004$’000 $’000

Minimum lease payments under operating leasesincluded in the profit and loss statement 14,648 11,943

At the balance sheet date, commitments in respect of non-cancellable operating leases for the rental of office, shop spaceand land with a term of more than one year are as follows:

Group Company2005 2004 2005 2004$’000 $’000 $’000 $’000

Within one year 11,065 12,644 1,346 1,547In the second to fifth years inclusive 8,478 15,181 1,310 1,284After five years 1,026 - - -Total 20,569 27,825 2,656 2,831

The group has various operating lease agreements for its store outlets. Most leases contain renewable options and certainleases contain escalation clauses. Certain leases also provide for contingent rentals based on certain percentages of salesor/and the number of passengers compared against certain passenger statistics.

76

34 COMMITMENTSCertain subsidiaries are committed to making minimum total purchases from their suppliers pursuant to contracts signedwith them:

Group2005 2004$’000 $’000

Within one year 10,195 8,570In the second to fifth years inclusive 11,409 20,599Total 21,604 29,169

Certain suppliers have the right to terminate their exclusive distribution agreements if the respective subsidiary fails tomeet the minimum purchase requirements pursuant to the terms and conditions of the agreements.

There was a shortfall of $1,341,000 (CHF 975,000) [2004 : $1,627,000 (CHF 1,241,000)] from the required purchaseamount of $7,923,000 (CHF 5,760,000) [2004 : $6,295,200 (CHF 4,800,000)] as stipulated in the distribution agreement.The supplier has not exercised its right to terminate the exclusive distribution agreement. The group has no furthercommitment in respect of the shortfall.

35 CAPITAL EXPENDITURE COMMITMENTSGroup and Company

2005 2004$’000 $’000

Amount committed for future capital expenditure but notprovided for in the financial statements 394 322

36 FOREIGN CURRENCY CONTRACTSAs at the end of the financial year, the nominal value of foreign currency contracts translated at rates prevailing as at yearend are as follows:

Group Company2005 2004 2005 2004$’000 $’000 $’000 $’000

Principal/Notional amount

Bought:Swiss Francs 12,700 5,512 12,700 5,512

Euros 1,533 133 1,376 3

United States Dollars 44 53 - -

Australian Dollars 110 287 - -

Singapore Dollars 133 303 - -

New Zealand Dollars 15 - - -

Equivalent in Singapore Dollars 21,406 8,368 20,707 7,344

Fair values, net (216) (86) (213) (84)

Term to maturity April to April to April to April toJuly 2005 June 2004 July 2005 May 2004


77

37 CONTINGENT LIABILITIES, UNSECURED(i) The group and the company has the following:

Group Company2005 2004 2005 2004$’000 $’000 $’000 $’000

Guarantee of banking facilities provided to the subsidiaries and associates 4,005 4,047 26,947 29,869Bankers’ guarantee 4,626 5,476 4,300 5,306

(ii) The group terminated the co-operative joint venture agreement for its subsidiary, Shanghai Sincere Watch Co. Ltdin September 1999. The co-operative joint venture partner had indicated it may institute legal proceedings againstthe group for breach of contract for the recovery of approximately $200,000 (2004 : $201,000).

(iii) The company filed a writ of summons against Bakery Mart Pte Ltd on September 5, 2002 for an amount of $2,179,500for the repayment of loans and advances. Bakery Mart Pte Ltd has counterclaimed general damages and specialdamages in the sum of $2,125,000 on the basis of an alleged restructuring agreement. This action has stayed. Thecompany has been advised by its lawyers in relation to this matter that there is no merit in the claims made by BakeryMart Pte Ltd. Accordingly, no provision has been made for this claim.

78

38 SEGMENT INFORMATIONThe group is operating mainly in the Asian region, namely Southeast and Northeast Asia. The primary segments of thegroup are by geographical locations of assets.

Inter-segment pricing is on terms agreed between the parties.

Southeast Asia Northeast Asia Elimination Group2005 2004 2005 2004 2005 2004 2005 2004$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

RevenueExternal sales 218,793 172,668 105,468 84,988 - - 324,261 257,656Inter-segment sales 51,851 46,599 13,683 9,350 (65,534) (55,949) - -Total revenue 270,644 219,267 119,151 94,338 (65,534) (55,949) 324,261 257,656

ResultSegment result 32,341 20,422 13,385 13,004 (21,325) (10,602) 24,401 22,824Finance costs (973) (879)Profit before share of

results of associates 23,428 21,945Profit from associates 393 502Profit before income

tax and minority interest 23,821 22,447Income tax expense (5,059) (3,839)Profit before minority interest 18,762 18,608

Other informationSegment assets 157,111 123,239 90,116 71,347 247,227 194,586Investment in

associates 5,335 4,029 - - 5,335 4,029Unallocated corporate assets 4,367 3,226Consolidated total

assets 256,929 201,841

Segment liabilities 57,499 44,348 75,244 49,055 132,743 93,403Unallocated corporate liabilities 32,157 27,187Consolidated total liabilities 164,900 120,590

Capital expenditure 2,840 4,776 110 667 2,950 5,443Acquisition of intangible asset - 4,009 - - - 4,009Depreciation and amortisation 2,994 1,964 542 600 3,536 2,564Other non-cash expenses 3,778 3,694 4,822 2,829 8,600 6,523

As the group is substantially in one business segment, namely the retailing and distribution of quality watches and clocks,no secondary segments have been disclosed.


79

39 DIVIDENDDuring the financial year, the company declared and paid a first and final dividend of $0.02 per ordinary share less taxtotalling $1,046,400 and a special dividend of $0.11 per ordinary share less tax totalling $5,755,200 in respect of thefinancial year ended March 31, 2004.

Subsequent to the balance sheet date, the directors of the company recommended that a first and final dividend of $0.01per ordinary share less tax totalling $1,569,600 and a special dividend of $0.015 per ordinary share less tax totalling$2,354,400 be paid for the financial year just ended on the ordinary shares of the company. The proposed dividends havenot been accrued as a liability for the current financial year in accordance with FRS 10 – Events After the Balance Sheet Date.

40 SIGNIFICANT EVENTThe company announced on August 18, 2004 that an application had been submitted to the Stock Exchange ofHong Kong Limited (the “HKE”) for the proposed listing of the group’s operations in Hong Kong, currently carried outthrough Sincere Brand Management Limited (“SBML”) (formerly known as Times Legend (Asia Pacific) Limited), on theMain Board of the HKE (“Proposed Listing”) pursuant to an initial public offering (“IPO”) exercise. The Proposed Listingwill result in a material dilution of at least 25% shareholding interest in the company's interest in SBML, which is a principalsubsidiary of the company.

In connection with the Proposed Listing, a group reorganisation exercise (“Proposed Reorganisation”) will be undertaken,and Sincere Watch (Hong Kong) Limited (“SWHK”) will be the designated listing vehicle for the Proposed Listing.

The Proposed Listing will consist entirely of an issue by SWHK of new shares in its capital (“IPO Shares”). The structureof the Proposed Listing, including the issue price of the IPO Shares, the size of the IPO and the underwriting arrangements,will be determined at a later date. SWHK will remain a subsidiary of the company after the Proposed Listing.

The Proposed Listing is conditional upon, inter alia, the following:

(i) the approval of Shareholders for the Proposed Listing and the resulting dilution of the group’s shareholding interestin SWHK being obtained at an extraordinary general meeting to be convened;

(ii) the approval of the HKE for the listing of, and permission to deal in, the shares of SWHK on the Main Board ofthe HKE;

(iii) SWHK and the underwriters to the Proposed Listing entering into an agreement whereby the latter will place andunderwrite the IPO Shares at an issue price to be determined; and

(iv) the underwriting agreement in (iii) above becoming unconditional and not being terminated on or before the dateon which dealings in the shares of SWHK are expected to commence on the Main Board of the HKE.

As at March 31, 2005, the Proposed Listing is still in progress and no further development has been announced.

S TAT E M E N T O F D I R E C T O R S

80

In the opinion of the directors, the consolidated financial statements of the group and the balance sheet and statement ofchanges in equity of the company set out on pages 52 to 79 are drawn up so as to give a true and fair view of the state ofaffairs of the group and of the company as at March 31, 2005 and of the results and cash flows of the group and of thechanges in equity of the group and company for the financial year ended on that date and at the date of this statement, thereare reasonable grounds to believe that the company will be able to pay its debts as and when they fall due.

ON BEHALF OF THE DIRECTORS

Mr Tay Liam Wee

Mr Soh Gim Teik

SingaporeMay 17, 2005

SINCERE WATCH LIMITED AND ITS SUBSIDIARIES

C O R P O R AT E G O V E R N A N C E R E P O R TC O R P O R AT E G O V E R N A N C E R E P O R T


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The Board of Directors (the “Board”) of Sincere Watch Limited (the “Company” or “Sincere”) is committed to maintaininghigh standards of corporate governance and effective self-regulatory corporate practices to protect the interest of its shareholders.Pursuant to Rule 710(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), the Company’scorporate governance processes and activities for the financial year are outlined below:

Board Of DirectorsThe Board currently comprises the following members:Mr Tay Boo Jiang Executive ChairmanMr Tay Liam Wee Executive Group Managing DirectorMr Soh Gim Teik Executive DirectorMr Tay Chok Yan Executive DirectorMr Tay Ngiap Jiang Executive DirectorMr Cecil Vivian Richard Wong Independent Non-Executive DirectorMr Lua Cheng Eng Independent Non-Executive DirectorMr Khong Teck Kim Independent Non-Executive Director

In addition, the Board is supported by the Nominating Committee (“NC”), the Remuneration Committee (“RC”) and the AuditCommittee (“AC”).

Principle 1: The Board’s Conduct of Its AffairsThe principal functions of the Board are:• Reviewing and approving the broad policies, strategic and financial objectives of the Group• Monitoring financial performance including approving financial results, annual reports and statutory accounts• Overseeing the business conduct and affairs of the Group via its Management• Overseeing the processes of risk management, financial reporting and compliances and evaluating the adequacy of

internal controls• Approving the nominations of directors and appointment of senior management, and determining and reviewing their

remuneration levels• Assuming the responsibility of corporate governance for the Group

Certain functions have been delegated to various Board Committees, namely, the AC, NC and RC. These Committees are madeup wholly or predominantly of non-executive directors and chaired by independent directors.

The Board holds a minimum of four meetings a year to consider and resolve major financial and business matters of the Group.Important matters concerning the Group are also put to the Board for its decision by way of circular resolutions. Ad-hoc meetingsare also held amongst members of the Board including the use of teleconferencing, faxes and emails as and when required.

Directors’ Attendances at Board and Committees’ MeetingsBoard Audit Nominating Remuneration

Meeting Committee Committee CommitteeNo. of No. of No. of No. of No. of No. of No. of No. of

Meetings Meetings Meetings Meetings Meetings Meetings Meetings MeetingsDirector Held Attended Held Attended Held Attended Held AttendedTay Boo Jiang (Chairman) 4 3 NA NA NA NA NA NATay Liam Wee (CEO) 4 4 NA NA 2 1 2 2Soh Gim Teik 4 4 NA NA 2 2 NA NATay Chok Yan 4 4 NA NA NA NA NA NATay Ngiap Jiang 4 4 NA NA NA NA NA NACecil Vivian Richard Wong 4 4 4 3 2 2 2 2Lua Cheng Eng 4 3 4 3 2 2 2 2Khong Teck Kim 4 4 4 4 2 2 2 2

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Principle 2: Board Composition and BalanceThe Board now consists of eight directors. Five of the Board members are executive directors while the other three are independentnon-executive directors.

The composition of the Board is reviewed on an annual basis by the NC to ensure the Board has the appropriate mix of expertiseand experience in the field of accounting and finance, business and management, strategic planning and industry knowledge.The profiles and key information of the directors at the date of the report are as follows:

Tay Boo JiangIs the Founder and Executive Chairman of the Board. He has been responsible for the growth of the Company since its inceptionas a sole proprietor in 1954. With more than 50 years of experience in the retail trade, he continues to contribute to theCompany with his vast experience and knowledge of the watch industry in Singapore and has built up an extensive businessnetwork over the decades.

Tay Liam WeeIs the Group Managing Director/CEO of the Company. He was appointed as Director and CEO since 1980 and 1993 respectively.He holds a Bachelor of Business Administration Degree from the Lake Head University, Canada, and is responsible for the overallmanagement and the development of the Group. He has been instrumental in leading Sincere to its current growth phase thatinvolves the development of the Group’s corporate vision and the implementation of various expansion strategies and plans.

Mr Tay is a member of the RC and the NC.

Soh Gim TeikIs the Finance Director/CFO and the Company Secretary of Sincere since 1993 and 1982 respectively. He graduated with aBachelor of Accountancy Degree from the University of Singapore in 1978 and has several years of financial experience invarious senior positions. He is responsible for the Group’s financial, legal and related corporate matters including corporatecommunications and investor relations. He is a member of the Institute of Certified Public Accountants of Singapore and iscurrently a Board member of two other listed companies where he chairs their Audit Committees.

Mr Soh is also a member of the NC.

Tay Chok Yan and Tay Ngiap JiangAre Directors of the Company since 1980 and have more than 40 years of experience in the business. Their on-going responsibilitiesinvolved assisting the shops managers in the running of various retail outlets and attending to sales matters. Over the years,they have established a large and valuable clientele base and take direct responsibility in servicing their own clients. They providea sense of stability in the retail outlets of Sincere and assist in the nurturing of younger retail staff.

Cecil Vivian Richard WongIs the Independent Non-Executive Director and has served as the Audit Committee Chairman since 1993. He also sits in theRC and NC. Mr Wong was previously a Public Accountant and Partner of Ernst & Young until his retirement in 1987. He holdsa Bachelor of Arts Degree from the University of Cambridge and is a member of the Institute of Certified Public Accountantsof Singapore. Currently, Mr Wong is the Chairman of Bukit Sembawang Estates Limited and British & Malayan Trustee Limitedand is also a Board member of various other companies listed on the Stock Exchange of Singapore.

Lua Cheng EngIs the Independent Non-Executive Director since 1993 and the Chairman of the RC. He is also a member of the NC and AC.He holds a Bachelor of Arts Degree with Honours from the University of London and was elected a Fellow of the CharteredInstitute of Transport (United Kingdom) in 1985. Mr Lua is the Chairman of Jurong Technologies Industrial Corporation andthe Chairman of SembCorp Marine Ltd. He is also a Board Member of Sembcorp Industries Ltd where he chairs the AuditCommittee. These companies are listed on the Stock Exchange of Singapore. Since May 2002, Mr Lua has retired as Chairmanof Neptune Orient Lines Ltd (“NOL”), after having served NOL for more than 30 years including 20 years as NOL's CEO. Heremains with NOL as its Senior Advisor. He is also an Advisor to several companies and organisations including being a Counsellor


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in the Baltic International Maritime Council in Copenhagen and Nippon Kaiji Kyokai in Japan. Currently, Mr Lua serves as theChairman of the Committee on Maritime Transport of the International Chamber of Commerce (“ICC”) in Paris. He is also theVice-Chairman of the ICC Commission on Transport and Logistics. Mr Lua is Singapore’s non-resident Ambassador to Finlandand Panama. Prior to his ambassadorial appointments, he was recognised for his service to the nation with the award of PublicService Medal (“PBM”) in 1979 and Public Service Star (“BBM”) in 1999 by the Singapore Government.

Khong Teck KimIs an Independent Non-Executive Director since 2003 and the Chairman for the NC. He is also a member of the RC and AC.Mr Khong has previously served in the Civil Aviation Authority of Singapore (“CAAS”) for more than 30 years until his retirementin August 2002. He held several senior positions in CAAS and was involved in travel retail planning, marketing and managementat Singapore Changi Airport. He was also the Chairman of the Economics Committee of the Airport Council International(“ACI”) for the Pacific Region as well as the Pacific Region’s representative to the ACI’s World Economics Committee. Sincehis retirement, he has been appointed as the Honorary Consul and Representative of the Kingdom of Tonga in Singapore andthe Executive Director of Aviation Business Network, a consultancy firm as well as representatives of airports and airlines.

Mr Khong holds a Master Degree in Industrial Engineering, a Post-Graduate Diploma in Business Administration and a BachelorDegree with Honours in Mathematics from the University of Singapore.

Senior ManagementKevin ChauIs the Chairman for Sincere Brand Management Limited. Based in Hong Kong, he is responsible for the overall developmentof the North Asia market for the Group. Previously, Mr Chau was the Principal Officer for an investment company inHong Kong dealing in real estates and the F&B industries in China. He began his career in 1982 with Manufacturers HanoverLimited, USA, dealing in Fixed Income and Derivative syndication and had been posted by the company to their New York,London and Tokyo offices. In 1990, he set up his own real estate investment company in California, USA, investing in projectsin Texas and California. Mr Chau holds a Bachelor of Science Degree in Economics from the Wesleyan University in Connecticut, USA.

Tay Liam WuanIs the Managing Director of Sincere Brand Management Limited. Based in Hong Kong, she is responsible for all aspects ofthe Group’s operations in North Asia. Prior to her current appointment, she was the Marketing Manager for Sincere beforeher secondment to Hong Kong. She was previously a Credit and Marketing Officer with Export Credit Insurance Corporationof Singapore.

Ms Tay holds a Bachelor Degree in Business Administration from the National University of Singapore.

Teng Chee KiongIs the Senior Vice-President for Business Development and Corporate Affairs. In addition, he also oversees the Travel Retail,Lifestyle Watch Retail and Brand Management divisions of Sincere. He is responsible for developing the market presence andexpanding the market share of these divisions in South East Asia. His previous work experience includes management positionsin Duty Free Shoppers Pte Ltd and Metro Pte Ltd.

Mr Teng has more than 25 years of experience in retail and distribution management and has a Degree in Business Administrationfrom the University of Singapore as well as a MBA in Retailing from the University of Stirling.

Tay Kok KianIs the Senior Vice-President of the Fine Watch Retail Division. He has been with the Company for more than 30 years and iscurrently responsible for the operation of Fine Watch boutiques in Singapore and Malaysia. He has been instrumental in forgingthe strategic transformation of the Sincere’s business of general watch retailing in the 70s to its present day business of finewatch retailing. He continues to play a key role in lifting the service standards of the Company.

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Lim Gwee KoonIs the Group Financial Controller and Company Secretary of Sincere. He joined the Company in 1993 and is responsible forthe Group’s financial reporting and accounting, corporate finance and treasury function. He is also involved in strategic businessplanning and coordinates the financial needs of the entire Group. He has several years of experience as an external auditorwith established public accounting firms.

Mr Lim is a Fellow of the Association of Chartered Certified Accountants, UK, and a member of the Institute of Certified PublicAccountants of Singapore.

Laurence ChanIs the General Manager, Operations and Finance, of Sincere Brand Management Limited. Based in Hong Kong, he is responsiblefor the financial management and control in addition to the administration of the Group’s operations in North Asia. Mr Chanhas held directorships in several private equity fund management companies and has extensive experience in managementand finance. Mr Chan is a CFA Charterholder. He obtained his MBA from the University of Manchester, Manchester BusinessSchool, UK, as well his Bachelor Degree in Engineering from the National University of Singapore.

Ong BanIs the Executive Vice-President of the Fine Watch and Lifestyle Watch Retail Division. He joined Sincere in 1996 and is responsiblefor all operational matters including the market development of the Fine Watch business in Singapore and Malaysia. Beforejoining Sincere, he held several management positions in retailing and trading companies, Coop International (S) Pte Ltd andTrisindo International (S) Pte Ltd.

Mr Ong graduated from the University of Cardiff in Wales, UK, with a Law Degree.

Susanna KangIs the Vice-President of the Brand Management Division and has been with the Company since 1994. She is responsible forthe marketing and business development of the Group’s agency business. Brands under her portfolio include Franck Muller,European Company Watch and Cvstos. Her previous work experience includes sales and brand management roles in FJ Benjaminand Cosa Liebermann.

Ms Kang holds a Bachelor Degree in Business Administration from the National University of Singapore.

Chew Nam YeoIs the Executive Vice-President for Finance and has been with Sincere since 1994. Besides being responsible for the overallfinancial and accounting functions of the Group, she also has compliance responsibilities and ensures that all companies withinthe Group adhere to Group accounting policies and practices. Her other duties cover corporate secretarial, treasury, corporatefinance and corporate communications matters. She also has several years of audit experience in an established publicaccounting firm.

Ms Chew holds a Bachelor Degree in Accountancy with Honours from the National University of Singapore and is a memberof the Institute of Certified Public Accountants of Singapore.

Tay Liam SzeIs the Vice-President of Marketing for Singapore and key markets in Asia. She has been with Sincere since 1999 and is currentlyresponsible for advertising, promotions, public relations and all other marketing communications matters for the Sincere Group.Prior to joining Sincere, she held marketing positions with United Overseas Bank Limited, IKEA Asia Pacific Pte Ltd and DHLInternational (S) Pte Ltd.

Ms Tay holds a Bachelor Degree in Business Administration from the National University of Singapore and a Graduate Diplomain Marketing Management from the Singapore Institute of Management.


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Principle 3: Chairman and Chief Executive OfficerThe roles of the Chairman and CEO are separate. The Chairman leaves the daily running of the business to the CEO althoughhe bears responsibility for the working of the Board. The CEO is the son of the Chairman.

Nevertheless, in view of the Board composition of which three of the eight directors are non-executive and independent andthe accessibility of information extended to non-executive directors, the Board is satisfied that the current arrangement representsan appropriate balance of power and authority and no individual member of the Board represents a considerable concentrationof power. Directors are given Board papers in advance of meetings for them to be adequately prepared for the meetings andsenior management staff are, where necessary, in attendance at Board and Committees' meetings.

Principle 4: Board MembershipThe NC comprises five directors, three of whom, including its chairman Mr Khong Teck Kim, Mr Lua Cheng Eng and Mr CecilVivian Richard Wong are independent. The other two members, Mr Tay Liam Wee and Mr Soh Gim Teik, are the CEO and theCFO respectively.

The Articles of Association of the Company require one-third of the Board directors to retire from office at each Annual GeneralMeeting ("AGM"). Accordingly, the directors submit themselves for re-nomination and re-election at regular intervals of atleast once every three years. In addition, a newly appointed director is required to retire at the AGM immediately followinghis appointment. He may, subject to the recommendation of the NC and the Board, offer himself for re-election at the AGMand he becomes subject to the one-third rotation rule if re-elected.

Principle 5: Board PerformanceAs stated in the terms of reference, the NC will be responsible for reviewing and evaluating the performance of each director.The directors’ evaluation is based on their participation and contribution at Board and Committees’ meetings.

Principle 6: Access to InformationDirectors are given full access to all minutes and documents concerning all Board and Committees’ meetings. It is a policy thatall Board papers are submitted to the directors prior to every Board and Committees' meeting. Additionally, directors haveaccess to any key officers of the Company when required.

Should the directors, either as individual or as a group, require independent professional advice to fulfil their duties andresponsibilities as directors, the Company will bear the costs of such advice.

Principle 7: Remuneration MattersThe RC comprises Mr Lua Cheng Eng, who serves as its Chairman, Mr Khong Teck Kim, Mr Cecil Vivian Richard Wong andMr Tay Liam Wee. With the exception of Mr Tay Liam Wee, who is the CEO, all members are independent non-executivedirectors of the Board. In matters relating to the remuneration of the CEO, the CEO will abstain from the deliberation anddecision process of the RC. The RC must have absolute independence and be free from any business or other relationshipswhich may materially interfere with the exercise of its independent judgement.

Principle 8: Level and Mix of RemunerationAn appropriate and attractive level of remuneration has been set to retain and motivate all staff and directors. The currentremuneration package generally includes a fixed as well as a variable component. The variable portion is determined basedon the performance of both the individual employee as well as the Group’s performance. The remuneration of all employeesin the Group is subject to approval by the executive directors in consultation with the respective Heads of Department. Annualadjustments and increments to remuneration are based on the results of the annual review.

The remuneration of independent directors is determined, after taking into account the effort and time spent and level ofresponsibilities assigned. The recommendation is submitted annually by the Board for the approval of shareholders at the AGM.

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Principle 9: Disclosure of RemunerationThe Executive Chairman and the CEO, as Executive Directors, do not receive directors’ fees. Their compensation comprisesalaries, bonuses and a performance related variable bonus element based on their achievement of certain performance targets.A breakdown of the remuneration paid to each director in remuneration bands of $250,000 for the year 2005 is as follows:

Remuneration Fees Salary Bonus PerformanceBand Bonus*

$ % % % %Executive DirectorsTay Liam Wee 1.75m – 2m - 32 - 68Tay Boo Jiang 750k – 1m - 11 - 89Soh Gim Teik 500k – 750k - 70 30 -Tay Ngiap Jiang < 250k - 80 20 -Tay Chok Yan < 250k - 80 20 -

Non-Executive DirectorsCecil Vivian Richard Wong < 250k 100 - - -Lua Cheng Eng < 250k 100 - - -Khong Teck Kim < 250k 100 - - -* Performance bonus is based on the employment contract.

Employees who are immediate family members of the directors of the Company and whose remuneration exceed $150,000during the financial year are as follows:

Name Remuneration Band Immediate Family Member of Designation$

Tay Liam Wuan 250K - 500K Tay Chok Yan Managing Director of Hong Kong subsidiary,Sincere Brand Management Limited

Tay Liam Tze <250K Tay Ngiap Jiang Vice-President – Regional MarketingManager of Sincere Watch Limited and keymarkets in Asia

Mr Kevin Chau, Chairman of Sincere Brand Management Limited, was paid in the region of $1.5m – $1.75m during the financialyear. This entire amount comprised performance bonus calculated on the basis of the profitability of the subsidiary.

Save for the above and for competitive reasons, the Company is not disclosing the remuneration paid to its other executives.

Accountability and Audit

Principle 10: AccountabilityThe Board is accountable to the shareholders while the Management is accountable to the Board.

The Board has provided shareholders with a balanced and understandable assessment of the Company’s and Group’s performance,position and prospects via its interim reporting and other SGX-ST announcements.


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Principle 11: Audit CommitteeThe AC presently comprises Mr Cecil Vivian Richard Wong, who serves as its Chairman, Mr Lua Cheng Eng and Mr Khong TeckKim. The AC is wholly made up of independent directors and thus it is in compliance with the Code. The Board is also satisfiedthat each of the AC members has appropriate accounting and/or related financial management expertise and experience.

The AC terms of reference are as follows:The duties of the AC shall be:• To review the audit plan with the external auditors and their evaluation of the system of internal controls, audit report,

management letters and responses from Management• To review the quarterly, half-year and annual financial statements for announcement to SGX-ST before submission to the

Board for approval• To discuss problems and concerns, if any, arising from the interim and final audits, and any matters which the auditors

may wish to discuss in the absence of Management where necessary• To review the internal audit programme and ensure co-ordination between the internal and external auditors

and Management• To review the scope and results of the internal audit procedures• To review the accounts of the Company and the consolidated accounts of the Group before submission to the Board

for approval• To review and discuss with the external auditors, any suspected fraud or irregularity, or suspected infringement of any

Singapore law, rules and regulations, which has or is likely to have a material impact on the Group's operating results orfinancial position

• To review transactions falling within the scope of Chapter 9 of the SGX-ST Listing Manual• To consider the appointment of the external auditors at each AGM, the audit fees and matters relating to the resignation

or dismissal of the auditors• To review all non-audit services provided by the external auditors with a view of establishing their independence

Four AC meetings were held during the year 2005. Members of the Management have, by invitation of the AC, been presentat all meetings to answer queries from the AC.

The AC reviewed the non-audit services provided by the external auditors and in their opinion, they did not affect theindependence of the external auditors.

Principle 12: Internal ControlsThe Group’s internal controls and systems are designed to provide reasonable assurance as to the integrity and reliability ofthe financial information and to safeguard and maintain accountability of its assets. Procedures are in place to identify majorbusiness risks and to evaluate its potential financial impact.

The Board acknowledges its responsibility for ensuring that there is a sound system of internal controls to safeguard shareholders’investments and Company’s assets.

Principle 13: Internal AuditThe AC has reviewed and evaluated the system of internal controls with the external auditors and internal auditor. The Boardis of the view that there are no major weaknesses in the existing system of internal controls.

The Internal Audit Function reports directly to the Chairman of the AC on audit matters, and the CEO and CFO on administrativematters. The Internal Audit Department is independent of Management and submits its internal audit plan to the AC forapproval at the beginning of each year after consultation with the Management.

The Internal Audit Department has adopted the Standards for Professional Practice of Internal Auditing as set by the Instituteof Internal Auditors.

Principle 14: Regular, Effective and Fair CommunicationThe Board is committed to provide timely disclosure of information to the shareholders.

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Principle 15: Greater Shareholder ParticipationAll information on the Company’s performance is published through the SGXNET. Annual report and notices of general meetingare sent to all shareholders of the Company.

The Company has also retained an investor relations firm and has at regular intervals, updated investors and the general publicon the progress of the Group.

External auditors are also present at AGMs to assist directors in addressing any relevant queries from shareholders.

Interested Persons TransactionsDuring the financial year under review, the aggregate value of all transactions conducted with interested persons as definedin Chapter 9, Clause 904 of the Listing Manual of SGX-ST did not exceed $100,000. All transactions with interested personsare reviewed by the AC and the Board.

Material ContractsOther than transactions mentioned under Interested Persons Transactions above and for the remuneration received by thedirectors in their capacity as directors, there were no material contracts entered into in the ordinary course of business, by theCompany and its subsidiaries involving the interests of the CEO, the directors or the controlling shareholders.

Dealing With SecuritiesThe Group has adopted the SGX-ST Best Practices Guide with respect to the dealings in securities. All officers are prohibitedfrom dealing in securities of the Company during the period of four weeks before the announcement of the Company’sfull-year and half-year results and ending two days after the announcement of the results, in accordance to the guidelines setout in the Best Practices Guide. Similarly, the ‘closed’ period before the announcement of the Company’s results for thefirst and third quarters is one week before the announcement until one day after the announcement.

The directors and officers are not expected to deal in the Company’s securities on a short-term basis. Directors and officersare required to observe insider trading provisions under the Securities and Futures Act at all times even when dealing in theCompany’s securities within the permitted periods. To enable the Company to monitor such transactions, directors of theCompany are required to report all dealings to the Company Secretaries.

Managing RiskBusiness & Operational Risk ManagementThe Group is subject to business and operational risks common to the luxury watch retail industry. These risks include, amongother things, competition from other watch retailers, availability of suitable operating sites, increases in operating costs suchas rental and labour costs, the recurring need to refurbish and upgrade retail boutiques/outlets, government regulations andadverse local or international economic and market conditions.

In addition, the Group adopts additional measures by observing a comprehensive brand management policy and constantlyseeks diversification in brands to mitigate the incident of over-reliance on a particular brand.

Competition Risk ManagementThe luxury watch industry is a highly competitive market. Changes in economic conditions, domestic market conditions andconsumer behavioural preferences may affect the demand of the Group’s range of products. As such risks cannot be completelyeliminated, the Group has undertaken continuous efforts in improving and developing its market share and brand awarenessthrough comprehensive marketing and promotional programmes.

Foreign Exchange RiskAs the Group transacts in currencies like the Swiss Franc and the Euro, any significant adverse movement in exchange rateswill have an impact on the Group’s performance. The Group seeks to minimise this impact by entering into forward foreignexchange contracts and options and also buy or sell foreign currencies at spot rates where necessary to address any short-termimbalances. Forward foreign exchange contracts and options are entered purely as a hedging tool and the Group does nottake speculative positions for trading purposes.

A N A LY S I S O F S H A R E H O L D I N G S


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Authorised Share Capital : $50,000,000Issued And Fully Paid-up Capital : $19,620,000Class Of Shares : Ordinary Shares Of $0.10 EachVoting Rights : 1 Vote Per Share

DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGSSize Of Shareholdings No. of Shareholders % No. of Shares %1 - 999 22 2.19 9,405 0.011,000 - 10,000 614 61.15 3,461,845 1.7610,001 - 1,000,000 357 35.56 21,482,748 10.951,000,001 & Above 11 1.10 171,246,002 87.28Total 1,004 100.00 196,200,000 100.00

TOP TWENTY SHAREHOLDERS AS AT 9 JUNE 2005Name No. of Shares %TBJ Holdings Pte Ltd 98,455,500 50.18HSBC (Singapore) Nominees Pte Ltd 19,730,500 10.05Tay Liam Tiak 11,358,000 5.79Tay Liam Hwee @ Tay Yong Tiak 7,848,000 4.00Tay Liam Kiat 7,848,000 4.00United Overseas Bank Nominees Pte Ltd 6,588,000 3.36DBS Nominees Pte Ltd 5,427,500 2.77DB Nominees (S) Pte Ltd 4,965,000 2.53Estate Of Tay Liam Hoong 3,757,502 1.92Tay Chok Yan 2,664,000 1.36Tay Ngiap Jiang 2,604,000 1.33Lim Mee Hwa 975,000 0.50Citibank Nominees Singapore Pte Ltd 858,500 0.44The Asia Life Assurance Society Ltd - Par Fund 769,000 0.39Tay Liam Kai 610,500 0.31G.K. Goh Stockbrokers Pte Ltd 562,760 0.29Lam Lai Cheng 555,000 0.28MayBan Nominees (S) Pte Ltd 538,000 0.27Wee Aik Koon Pte Ltd 495,000 0.25Silvaroyal Pte Ltd 360,000 0.18

176,969,762 90.20

SUBSTANTIAL SHAREHOLDERSName Direct Interest % Deemed Interest %TBJ Holdings Pte Ltd 98,455,500 50.18 - -Tay Boo Jiang - - 98,455,500 (1) 50.18Tay Liam Wee - - 98,455,500 (1) 50.18Chartered Asset Management Pte Ltd - - 23,432,000 (2) 11.94CAM-GTF Limited 18,579,000 (3) 9.47 - -Tay Liam Tiak 11,802,000 (4) 6.02 - -

SHAREHOLDING HELD IN THE HANDS OF PUBLICBased on the information available to the company as at 9 June 2005, approximately 31% of the issued ordinary shares ofthe company is held by the public, and therefore, Rule 723 of the Listing Manual of SGX-ST is complied with.

Notes:(1) Deemed interests of Mr Tay Boo Jiang and Mr Tay Liam Wee comprise the total interest of TBJ Holdings Pte Ltd

(2) Chartered Asset Management Pte Ltd is deemed to have an interest in the shares held as follows:(i) HSBC (Singapore) Nominees Pte Ltd 18,579,000(ii) Citibank Nominees Pte Ltd 654,000(iii) G.K. Goh Stockbrokers Pte Ltd 285,000(iv) DBS Nominees Pte Ltd 3,914,000

(3) Direct interest of CAM-GTF limited is held through HSBC (Singapore) Nominees Pte Ltd

(4) Direct interest of Mr Tay Liam Tiak includes interest acquired through CPF investment account and under the Supplementary Retirement Scheme

SINCERE WATCH LIMITEDAS AT 9 JUNE 2005

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N O T I C E O F A N N U A L G E N E R A L M E E T I N G

Notice is hereby given that the 28th Annual General Meeting of the Company will be held at Suntec Singapore InternationalConvention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Level 3, Meeting Room 307, Singapore 039593,on Tuesday, July 19, 2005 at 10.00 a.m. for the following purposes:

As Ordinary Business

1 To receive and to adopt the Audited Accounts for the year ended March 31, 2005, the Auditors' Report and the Directors'Report thereon.

2 To declare a first and final dividend of 1 cent per share (10%) less tax of 20% as recommended by the Directors forthe year ended March 31, 2005.

3 To declare a special dividend of 1.5 cents (15%) less tax of 20% as recommended by the Directors for the year endedMarch 31, 2005.

4 To approve Directors' Fees of $120,000 for the year ended March 31, 2005.

5 To re-elect Mr Lua Cheng Eng, a Director who is retiring under Article 92 of the Company's Articles of Association.

Mr Lua Cheng Eng, upon re-election as Director of the Company, will remain as a member of the Audit Committee andwill be considered to be independant for the purpose of Rule 704(8) of the Listing Manual of the Singapore ExchangeSecurities Trading Limited.

6 To re-elect Mr Khong Teck Kim, a Director who is retiring under Article 92 of the Company’s Articles of Association.

Mr Khong Teck Kim, upon re-election as Director of the Company, will remain as a member of the Audit Committeeand will be considered to be independant for the purpose of Rule 704(8) of the Listing Manual of the Singapore ExchangeSecurities Trading Limited.

7 To re-appoint Messrs Deloitte & Touche as the Auditors of the Company and to authorise the Directors to fix their remuneration.

As Special Business

8 To consider, and if thought fit, to pass with or without modification the following resolution:

"That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Cecil Vivian Richard Wong be and is hereby re-appointed a Director of the Company to hold such office until the next Annual General Meeting of the Company."

Mr Cecil Vivian Richard Wong, upon re-election as Director of the Company, will remain as the Chairman of the AuditCommittee and will be considered to be independent for the purpose of Rule 704(8) of the Listing Manual of theSingapore Exchange Securities Trading Limited.


"That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Tay Boo Jiang be and is hereby re-appointed aDirector of the Company to hold such office until the next Annual General Meeting of the Company."


"That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Tay Chok Yan be and is hereby re-appointed aDirector of the Company to hold such office until the next Annual General Meeting of the Company."

11 Any other business.

By Order of the Board

Soh Gim TeikCompany Secretary

July 4, 2005Singapore

Note: A member entitled to attend and vote at the above Meeting may appoint a Proxy (or a representative in the case of a corporation) to attend and vote on his/her behalf

and such Proxy (or representative) need not be a member of the Company. Every instrument of proxy shall be deposited at the registered office of the Company at 8 Temasek

Boulevard, #23-03 Suntec Tower 3, Singapore 038988 not less than 48 hours before the time set for the holding of the Meeting or any adjournment thereof.

S INCERE WATCH LIMITED( INCORPORATED IN THE REPUBLIC OF SINGAPORE)

I/We

Ofbeing a member/members of the above named Company, hereby appoint:

NAME ADDRESS NRIC NO./ PROPORTION OFPASSPORT NO. SHAREHOLDINGS (%)

AND OR (DELETE AS APPROPRIATE)

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 28thAnnual General Meeting of the Company to be held at Suntec Singapore International Convention & Exhibition Centre, 1Raffles Boulevard, Suntec City, Level 3, Meeting Room 307, Singapore 039593, on Tuesday, July 19, 2005 at 10.00 a.m. andany adjournment thereof. I/We have indicated with a "X" in the appropriate box against any such item, how I/we wishmy/our proxy/proxies to vote. If no specific direction as to voting is given or in the event of any item arising not summarisedbelow, my/our proxy/proxies may vote or abstain at the discretion of my/our proxy/proxies.

ORDINARY RESOLUTIONS RELATING TO : FOR AGAINST

1 Adoption of Reports and Accounts

2 Declaration of a first and final dividend of 1.0 cent per share less tax

3 Declaration of a special dividend of 1.5 cents per share less tax

4 Approval of Directors' Fees

5 Re-election of retiring Director, Mr Lua Cheng Eng

6 Re-election of retiring Director, Mr Khong Teck Kim

7 Re-appointment of Auditors and fixing their remuneration

8 Re-appointment of Director pursuant to Section 153(6) of the Companies Act,Cap. 50: Mr Cecil Vivian Richard Wong

9 Re-appointment of Director pursuant to Section 153(6) of the Companies Act,Cap. 50: Mr Tay Boo Jiang

10 Re-appointment of Director pursuant to Section 153(6) of the Companies Act,Cap. 50: Mr Tay Chok Yan

Signed this day of 2005.

TOTAL NO. OF SHARES HELD IN

CDP REGISTER

MEMBER'S REGISTER

Signature(s) of Member(s) or Common Seal Important: Please read notes overleaf

Proxy FormSINCERE WATCH LIMITED

( INCORPORATED IN THE REPUBLIC OF SINGAPORE)

IMPORTANT:1. For investors who have used their CPF monies to buy Sincere Watch Limited

shares, this Annual Report is forwarded to them at the request of their CPFApproved Nominees and is sent solely FOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF Investors and shall be ineffectivefor all intents and purposes if used or purported to be used by them.

NOTES1 Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository

Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that numberof Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your namein 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 instrumentappointing a proxy or proxies shall be deemed to relate to all the Shares held by you.

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

3 Where a member appoints two proxies, the appointments shall be invalid un-less he specifies the proportion of hisshareholding (expressed as 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 8 TemasekBoulevard, #23-03 Suntec Tower 3, Singapore 038988, not less than 48 hours before the time appointed for the AnnualGeneral Meeting.

5 The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney duly authorisedin writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed eitherunder its seal or under the hand of an officer or attorney duly authorised.

6 A corporation which is a member may authorise by resolution of its directors or other governing body such person asit thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the CompaniesAct, Chapter 50 of Singapore.

GENERALThe Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completeor illegible or where the true intentions of the appointer are not ascertainable from the instructions of the appointer specifiedin the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, theCompany may reject any instrument appointing a proxy or proxies lodged if the member, being the appointer is now shownto have Shares entered against his name in the Depository Register as at 48 hours before the time appointedfor holding the Annual General Meeting, as certified by the Central Depository (Pte) Limited to the Company.

THE SECRETARY

SINCERE WATCH LIMITED

8 TEMASEK BOULEVARD

#23-03 SUNTEC TOWER 3

SINGAPORE 038988

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23 CENTS

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GOLDEN MOMENTS - 早报 · SINCERE_AR-Front-FA 6/30/05 7:44 PM Page 2 THE BUSINESS 2 The golden jubilee year of 2004 marks a momentous milestone in the eminent journey of Sincere