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OSIM International Annual Reoprt 2009
OSIM International Annual Reoprt 2009
65
For year ended 31 December
Profit / (Loss)
million EBITDA $51m $39m +32%
Before tax $38m ($92m)
$
51
Per share (cents)
Diluted earnings 3.7 (18.35)
Net assets value 15 13
million
+ 32%
At year end
Cash & cash equivalents
Shareholders funds
$63m
$97m
$26m
$69m
+142%
+41%
Net cash / (borrowings) $28m ($37m)
38
Returns on shareholders funds
$ Profit before tax
Profit after tax
39%
24%
Nm
Nm
Performance Review
Building strong balance sheet and profitability is a key focus and priority.
In FY 2009, revenue rose by $20 million to $477 million. The increase in sales is driven by launch of new products during
the year.
EBITDA grew 32% to $51 million (EBITDA margin 11% vs 8.5% in 2008) due to new product innovation and better
operating efficiency.
Profit before tax at $38 million was due to better margins, more effective shop & salesman productivity and better control
of financial expenses.
During the year, we have positive sales growth of $20 million due to contribution from new products. Our range of products
such as massage chairs, foot massagers, head massagers, neck & shoulder massagers and nutrition supplements all
contributed positively.
Sales from North Asia accounted for 54% of total sales. Sales from the rest of the world should be better when the US
market recovers.
During the year, net cash flow from operating activities rose by 181% to $65 million compared with $23 million in FY2008.
This was due to higher sales, better operating margins & working capital management and non-cash impairment of
goodwill.
The prudent one-off non-cash impairment of goodwill of $9.6 million was for GNC Australia where goodwill has been fully
written down.
As at 31 December 2009, the cash & cash equivalents were $63 million compared with $26 million a year ago. This was
achieved after paying down bank loans of $27 million and investing in fixed assets of $6 million.
Net assets rose to $104 million compared with $76 million as at 31 December 2008.
Our financial ratios remain strong from improved demand for our products and better operating efficiency.
Number of
Outlets
534 42 146 314
Pillars of
Innovation
WE CREATE DEMAND
30 years of innovative excellence
OSIM is an innovative and competitive company. We are still hungry. If you are hungry, you fight. When you fight, you find solutions.
From one table in People’s Park in 1980, we have expanded to 29 countries and are serving our customers in more than 1,000 outlets globally.
We celebrate our 30th anniversary this year. Almost every 10 years there will be some kind of market crisis. Each crisis is an opportunity to
rebuild, to reflect on where we can get better, where we have gone wrong. We got stronger after each crisis.
We successfully launched a new range of products such as uDream, uDesire, uCrown 2, uPapa Hug & uKimono. These products have
contributed to group sales of $477 million. Sales from North Asia namely China, Hong Kong & Taiwan accounted for 54% of total sales.
Profit after tax is $23 million. In my mind, this turnaround is the result of our renewal process. I believe we have laid the foundation for our next
sustainable phase of growth.
Mr Ron Sim
Founder, Chairman and CEO
FOUNDER, CHAIRMAN & CEO’S LETTER
Building strong balance sheet and profitability is a key focus and priority for me and my team. Shareholders funds strengthened to $97 million
from $69 million a year ago. EBITDA at $51 million was up 32%.
Net borrowings of $37 million at end 2008 turned into strong net cash position of $28 million at 31 December 2009. Cash and cash equivalents
at year end was $63 million.
You will be happy to know that OSIM was among the top stock gainer in the year, moving from 6.7 cents at end December 2008 to 53 cents at
end December 2009.
We have been in China for 16 years. Our first shop was in Beijing. China is like at least 30 countries. There is so much to do and so many more
cities to go. This year, we intend to open 50 to 80 OSIM outlets and 60 to 100 RichLife outlets.
Our GNC and RichLife outlets are doing well under the leadership of CEO Cynthia Poa. At Brookstone, we survived and it should get better under
new CEO Ron Boire.
We are the market leader in all our key markets. With a strong balance sheet and net cash position, we have the financial strength to build our
portfolio of brands in Asia and the rest of the world. Our vision is to be the global leader in healthy lifestyle products.
On 1 February this year, two of our independent directors, Mr Michael Kan and Mr Ong Kian Min retired from their positions. I would like to
express my gratitude for their contribution and support since OSIM went public in year 2000.
At the same time, I would like to welcome Mr Tan Soo Nan and Mr Sin Boon Ann who were elected to the Board on the same day as Independent
Directors. Mr Tan is currently CEO of Singapore Totalisator Board & Singapore Pools (Private) Limited while Mr Sin is a director at Drew & Napier
LLC and a Member of Parliament at Tampines GRC.
We are optimistic in the coming year that our new range of products will drive growth. We launched the World’s First Little Massage Sofa, uSoffa
Petit in January 2010 with international celebrity Lin Chi Ling to strong market reception.
The consumer market in China is expanding. We continue to enjoy strong sales and with more new products being introduced, this market will
contribute positively.
Overall, our focus is to continue to build profitability, positive cash flow and expand the business. This will strengthen our balance sheet and build
long term value for all our stakeholders.
Our talents
Our gratitude
What remains is for me to acknowledge again the contribution of our people. I am proud they have risen to the occasion and overcome the
challenges. They have many talents and strengths and have practised our core values of Integrity, Interactive and Innovative.
At the same time, my gratitude to all our customers, suppliers, bankers and business associates for their unwavering support in a turbulent year.
A special mention should be given to you my fellow shareholders who supported us during the credit crunch.
Mr Ron Sim
Founder, Chairman and
Chief Executive Officer
Mr Charlie Teo
Executive Director and
Chief Operating Officer
(HQ & South Asia)
Mr Peter Lee
Executive Director,
Chief Financial Officer and
Company Secretary
Mr Richard Leow
Executive Director and
Chief Operating Officer
(North Asia)
Our gratitude to Mr Ong Kian Min and Mr Michael Kan for their contribution since year 2000.
“It has been my honour and privilege to serve on “Under Ron & his team, OSIM is now a well
OSIM’s Board since its IPO and public listing in known name and leader in the healthy lifestyle
July 2000. During this period stretching over industry, both locally and internationally.
more than 9 years, I have seen OSIM grow to
During my ten years on OSIM's Board, it was
become the successful and competitive global
inspiring and gratifying to witness and be part of
company it is today, through an exciting era of
the Company's expansion and growth.
high double-digit expansion as well as through
its most difficult and challenging period. I am optimistic that OSIM will rise to greater
heights and further realise its full potential as the
I wish OSIM all the very best in all future endeavours.”
leader of the healthy lifestyle industry.”
Mr Ong Kian Min
Mr Michael Kan Yuet Yun, PBM
(Outgoing Independent Non-Executive Director)
(Outgoing Independent Non-Executive Director)
Left to right
Mr Charlie Teo
Executive Director and
Chief Operating Officer
(HQ and South Asia)
Mr Ron Sim
Founder, Chairman and
Chief Executive Officer
Mr Richard Leow
Executive Director and
Chief Operating Officer
(North Asia)
Mr Peter Lee
Executive Director,
Chief Financial Officer and
Company Secretary
Ms Celine Cha
Chief Merchandising Officer
RICHLIFE & GNC, our nutrition supplement brands are expanding well under Cythnia Poa’s leadership.
We appointed Jackson Tai as Chairman of Brookstone effective January 2009. Under Jack's stewardship,
Brookstone made good progress. In October 2009, we welcomed Ron Boire who was most recently
President at Toys “R” Us and held key positions at Sony and Best Buy.
Executive Directors
An educator before joining Drew & Napier in 1992, Mr Sin taught at the Faculty Ms Cha is responsible for the Group’s product design, development and
of Law of the National University of Singapore from 1987. At Drew & Napier LLC, merchandising and quality assurance. A professional par excellence, Ms Cha's
he specializes in corporate finance, banking, joint ventures, investments & outstanding achievements in the merchandising department has been a
acquisitions with a directorial role. A Bachelor of Arts & Bachelor of Laws fundamental force in growing OSIM's a strong presence in the market. Thorough
(Honours) degree holder from National University of Singapore and Master of and meticulous, with a strong understanding of the company’s diverse
Laws from the University of London, he is also a Member of Parliament for the merchandising strategies and successful implementation, Ms Cha rose from the
Tampines Group Representative Constituency. Mr Sin joined the Board on 1 ranks, joining the Group in 1995 and was promoted to Chief Merchandising
February 2010. Officer in June 2005.
Mr Tan is the Chief Executive Officer of Singapore Pools (Private) Limited, a Mr Tai was appointed Chairman of Brookstone in January 2009. He was former
wholly owned subsidiary of Singapore Totalisator Board where he is concurrently vice-chairman and chief executive officer of DBS Group Holdings and previously
the Chief Executive. A Bachelor of Business Administration (Honours) degree managing director in the Investment Banking Division of J.P. Morgan & Co. Mr
holder from The University of Singapore, he is also a Member of the Income Tax Tai is currently non-executive director of ING Groep NV, MasterCard
Board of Review, Goods and Services Tax Board of Review, and Council Member Incorporated, and CapitaLand, Member of the Bloomberg Asia Pacific Advisory
of Football Association of Singapore. Mr Tan was formerly the Chief Executive Board and of the Harvard Business School Asia Pacific Advisory Board and
Officer of Temasek Capital (Private) Limited and Senior Managing Director of Trustee of Rensselaer Polytechnic Institute.
DBS Bank and had over 29 years of experience. Mr Tan joined the Board on 1
February 2010. Mr Ron Boire, 48
President and CEO, Brookstone Inc
Management Team Before joining Brookstone in October 2009, Mr Boire held key positions at Sony
Electronics, Inc and Best Buys where he served as a member of the Executive
Mr Tan Kia Tong 54 Committee among others. After which he joined Toys “R” Us, Inc. where he
ultimately became President. A Masters in Business Administration degree
Chief Technology Officer
holder from Columbia Business School and London Business School, the
Anti-Defamation League awarded Mr. Boire the S. David Feir International
A Chartered Engineer, Mr Tan has steered OSIM’s R&D department to greater
Humanitarian Award in 2002. He is also actively involved with the National
heights since joining in 2002. Collaborating with various international teams, he
Multiple Sclerosis Society and currently serves as Vice Chairman of the Board of
has spearheaded OSIM’s technical product development capabilities in the
Directors.
international market creating some of the world’s firsts in design and
technologies. A member of the Institution of Engineering and Technology UK, he
holds a Master of Science in Electrical & Electronic Engineering from the Ms Cynthia Poa Kheng Bee 56
University of Bradford/UMIST, and was awarded the Public Administration Medal Group CEO and Executive Director, Global Active Limited
(Bronze) in 2000.
Founder of Nature’s Farm in 1982, which she later sold, Ms Poa is today is a
shareholder and chief executive officer of Global Active, the sole franchisee for
GNC in Singapore, Malaysia and Australia and the franchisor for RichLife in
China. With 28 years experience in the retail and distribution industry of
nutritional supplements, her insightful knowledge of the industry and passion for
the business help Global Active continue to expand and build brand equity for all
the brands it represents.
TRUSTED PARTNER
Our approachable people help
our customers look after their
well-being & lifestyle, through
understanding our products
& their benefits.
RELEVANT INNOVATION
For 30 years, we consistently offer innovative and high quality
products, and services to meet our customers’ needs.
1997 1998
Lydia Sum & Moses Lim Carina Lau
OSIM Leisure Massage Chair OSIM Air Chair
2000 2002
Gong Li
OSIM Mermaid
Michael Wong
OSIM Millennium Chair
2002 Introduced four business divisions - Healthfocus, Hygienefocus, Fitnessfocus & Nutritionfocus.
2005
2008
2009
OSIM introduces the
innovative concept
store, Chair Inspirations
at ION Orchard
Jeanette Aw
OSIM uSqueez Warm
OSIM uDream
2010
S.H.E Lin Chi-Ling
OSIM uKimono OSIM uSoffa Petit
CORPORATE HIGHLIGHTS
5-Year Financial Highlights 27
Corporate Governance Report 33
Corporate Information 40
Group Structure 41
OSIM Global Network 42
Net Cash Flows Generated from Cash and Cash Equivalents ($’M)
Operating Activities ($’M) at end of year
2005 86 2005 56
2006 57 2006 30
2007 51 2007 28
2008 23 2008 26
2009 65 2009 63
Represented by:
Fixed assets 42 49 39 30 20
Associated companies and a Joint Venture 166 141 128 13 12
Goodwill on consolidation 21 22 20 20 10
Intangible assets 18 18 15 14 12
Other non current assets 11 16 20 15 10
258 246 222 92 64
Number of Outlets
Year ended 2005 2006 2007 2008 2009
Number of Outlets
RISK FACTORS
As with all other consumer products, sales of our products are While our sales are mainly denominated in the respective local
dependent on consumers’ demand for our products and are susceptible currencies in which the sales arise, namely the S$, RM, HK$, RMB,
to changes in consumer tastes. There is no assurance that our intensive NT$, A$ and US$, our costs of procurement of products from our
efforts in niche marketing, brand management and product innovation contract manufacturers are incurred mainly in US$ and Yen. There is
will continue to enable us to satisfy the evolving consumer tastes. therefore an exchange transaction risk.
The nature of our healthy lifestyle products make us more susceptible We plan to open OSIM stores in existing and new geographical markets
to reduced demand in times of economic downturn than other kinds and sign on new franchisees. There are risks that these initiatives may
of business because our products may not be considered as essential not be successful.
health products.
A large part of our outlets are located at high traffic malls and airports.
Any of the above events will lead to a decrease in consumer traffic in
malls and consequently may have a material adverse effect on sales.
The Directors and management of OSIM are committed to high standards the Company’s interested person transaction policy.
of corporate governance in order to protect the interests of our employees,
customers and shareholders. This report is in compliance with the continuing The Board conducts regular scheduled meetings on a quarterly basis. When
obligations stipulated under Chapter 7 of the Singapore Exchange Security circumstances require, ad-hoc meetings are arranged. Board meetings are
Trading Ltd (“SGX-ST”) Listing Manual. OSIM has complied substantially conducted in Singapore and attendance by Directors are regular. There is
with the requirements of the Code of Corporate Governance (“Code”) and therefore no requirement to conduct meetings by way of a tele-conference
will continue to review its practices on an ongoing basis. It has disclosed or video-conference. The attendance of the directors at meetings of the
any deviation from any guideline of the Code together with an appropriate Board and Board committees, as well as the frequency of such meetings
explanation for such deviation in the annual report. held during the financial year ended 31 December 2009, is disclosed in
the “Directors’ Attendance at Board and Committee Meetings” section of
This Report describes OSIM’s corporate governance processes and activities this Report.
that were in place throughout the financial year. For proper reference, the
relevant provisions of the Code under discussion are identified in bold. The Company worked closely with a professional corporate secretarial firm,
SAMAS Management Consultants Pte Ltd., to provide its Directors with
regular updates on the latest corporate governance and listing policies.
Board of Directors All Directors are also updated regularly concerning any changes in the
Company policies.
Principle 1: Board’s Conduct of its Affairs
The principal functions of the Board are: The Company also has an on-going training budget for the existing Directors
to fund the Directors’ participation at industry conferences and seminars,
1) Approving the broad policies, strategies and financial objectives of the and to fund directors’ attendance at any course of instruction/training
Company and monitoring the performance of management; programme in connection with their duties as directors, if such participation
or attendance is required. This budget may be utilised by each Director
2) Overseeing the processes for evaluating the adequacy of internal subject to approval by the Chairman.
controls, risk management, financial reporting and compliance;
The Company has adopted a policy that Directors are also welcome to request
3) Approving the nominations of board directors and appointment of key further explanations, briefings or informal discussions on any aspects of
personnel; the Company’s operations or business issues from the management. The
Chairman and CEO will make the necessary arrangements for the briefings,
4) Approving annual budgets, major funding proposals, investment and informal discussions or explanations required by the director.
divestment proposals; and
Principle 2: Board Composition and Balance
5) Assuming responsibility for corporate governance. The Board consists of three Independent Non-Executive Directors, one Non-
Executive Director and four Executive Directors. The independence of each
Matters which are specifically reserved to the full Board for decision director is reviewed annually by the Nominating Committee (“NC”),which
are those involving a conflict of interest for a substantial shareholder was constituted on 27 December 2002. The NC adopts the Code’s definition
or a director, material acquisitions and disposal of assets, corporate or of what constitutes an Independent Director in its review. As a result of the
financial restructuring and share issuances, dividends and other returns to NC’s review of the independence of each Director, the NC is of the view
shareholders and matters which require Board approval as specified under that the Non-Executive Directors of OSIM are independent directors (except
for Ms Teo Sway Heong), and further, that no individual or small group of activities is also provided to the Board. Analysts’ reports on the Company
individuals dominate the Board’s decision making process. Key information are forwarded to the directors on an on-going basis as and when received.
regarding the directors is given in the “Directors and Management Profile” The directors have also been provided with the phone numbers and email
section of this annual report. The NC is of the view that the current Board particulars of the Company’s senior management and company secretary to
comprises persons who, as a group, provide core competencies necessary facilitate independent access.
to meet the Company’s targets.
Should directors, whether as a group or individually, need independent
The NC is of the view that the current size of its board of directors is professional advice, the company secretary will, upon direction by the Board,
appropriate, taking into account the nature and scope of the Company’s appoint a professional advisor selected by the group or the individual, and
operations. approved by the Chairman and CEO, to render the advice. The cost of such
professional advice will be borne by the Company.
Principle 3: Role of Chairman and Chief Executive Officer (“CEO”)
The Company has the same Chairman and CEO, Mr Ron Sim Chye Hock The company secretary attends all board meetings and is responsible to
and he is an Executive Director. ensure that board procedures are followed. It is the company secretary’s
responsibility to ensure that the Company complies with the requirements
OSIM believes that the Independent Directors have demonstrated high of the Companies Act. Together with the other management staff of SGX,
commitment in their role as directors and have ensured that there is a good the company secretary is responsible for compliance with all other rules and
balance of power and authority. As such, there is no need for the role of the regulations which are applicable to the Company.
Chairman and CEO to be separated.
Please refer to the “Corporate Information” section of the annual report for the
The Chairman and CEO is the most senior executive in the Company and composition of the Company’s Board of Directors, and Board committees.
bears executive responsibility for the Company’s business, as well as the
responsibility for the workings of the Board. The Chairman and CEO ensure
that board meetings are held when necessary and sets the board meeting BOARD COMMITTEES
agenda in consultation with the directors. The Chairman and CEO review most
board papers before they are presented to the Board and ensures that board Nominating Committee (“NC”)
members are provided with complete, adequate and timely information. As Principle 4: Board Membership
a general rule, board papers are sent to directors in advance in order for The Chairman of the NC, Mr Sin Boon Ann, is an Independent Non-Executive
directors to be adequately prepared for the meeting. Management staffs Director. There are five members in the NC, three of whom are independent
who have prepared the papers, or who can provide additional insight into non-executive directors.
the matters to be discussed, are invited to present the paper or attend at the
relevant time during the board meeting. The Chairman assists to ensure that The NC’s principal functions are:
procedures are introduced to comply with the Code.
1) To identify candidates and review all nominations for the appointment
Principle 6: Access to Information or re-appointment of members of the Board of Directors; the CEO of the
Company; and the members of the various Board Committees, for the
In order to ensure that the Board is able to fulfill its responsibilities,
purpose of proposing such nominations to the Board for its approval;
management provides the board members with regular updates of the
financial position of the Company. A quarterly report of the Company’s
2) To determine the criteria for identifying candidates and reviewing
nominations for the appointments referred to in paragraph 1. One of the Audit Committee (“AC”)
criteria for the appointment of a director is the independent status of the Principle 11: Audit Committee
candidate; Principle 12: Internal Controls
The AC comprises three members, all of whom are independent non-
3) To decide how the Board’s performance may be evaluated and propose executive directors. The chairman of the AC, Mr Tan Soo Nan,and the other
objective performance criteria for the Board’s approval; and members of the AC bring together a wealth of many years of experience in
business management, finance and legal services. The NC is of the view
4) To assess the effectiveness of the Board as a whole, and the contribution that the members of the AC have sufficient financial management expertise
by each individual director to the effectiveness of the Board. and experience to discharge the AC’s functions.
5) To evaluate whether or not a director is able to and has been adequately The AC performs the following functions:
carrying out his/her duties as director of the company, when he/she has
multiple board representations. 1) Reviews the audit plans of the internal and external auditors of the
Company and ensures the adequacy of the Company’s system of
6) To assess independent directors and confirm their independence. accounting controls and the co-operation given by the Company’s
management to the external and internal auditors;
New directors are at present appointed by way of a board resolution, after
the NC approves their appointment. Such new directors must submit 2) Reviews the quarterly and annual financial statements and the auditors’
themselves for re-election at the next AGM of the Company. Article 92 of the report on the annual financial statements of the Group and the Company
Articles requires one third of the Board to retire by rotation at every AGM. before their submission to the board of directors;
With a view to renewing the composition of the Board and upholding good
corporate governance practice, retiring directors Mr Michael Kan Yuet Yun 3) Reviews effectiveness of the Group and the Company’s material internal
and Mr Ong Kian Min have opted not to be re-elected for a further term, The controls, including financial, operational and compliance controls and
NC has interviewed and recommended the appointment of Mr Tan Soo Nan risk management via reviews carried out by the internal auditors;
and Mr Sin Boon Ann at the forthcoming AGM.
4) Meets with the external auditors, other committees, and management
Principle 5: Board Performance in separate executive sessions to discuss any matters that these groups
The NC, in considering the re-appointment of any director, evaluates the believe should be discussed privately with the AC;
performance of the director. The Chairman & CEO will assess each director’s
contribution to the Board, and discuss the results with the chairman of the 5) Reviews legal and regulatory matters that may have a material impact on
NC. The assessment parameters includes attendance record at meetings of the financial statements, related compliance policies and programmes
the Board and Board committees, intensity of participation at meetings, the and any reports received from regulators;
quality of interventions and special contributions.
6) Reviews the cost effectiveness and the independence and objectivity of
The NC will evaluate the Board’s performance as a whole. The assessment the external auditors;
process adopted both quantitative and qualitative criteria, such as return
on equity, the success of the strategic and long-term objectives set by the 7) Reviews the nature and extent of non-audit services provided by the
external auditors;
Board, and the effectiveness of the Board in monitoring management’s
performance against the goals that have been set by the Board. The NC will
8) Recommends to the board of directors the external auditors to be
be working with an external professional firm on the evaluation criteria.
nominated, approves the compensation of the external auditors, and
reviews the scope and results of the audit; The Company has also begun procedures for the adaptation of a code
of Ethics and Conduct to be observed by Employees in daily business
9) Reports actions and minutes of the AC to the board of directors with practice.
such recommendations as the AC considers appropriate; and
Principle 13: Internal Audits
10) Reviews interested person transactions in accordance with the The Internal Audit (“IA”) function is currently performed by an Audit &
requirements of the Singapore Exchange Securities Trading Limited Risk Management (“A&RM”) team. The A&RM team reports directly to the
(SGX-ST)’s Listing Manual. chairman of the AC on audit matters, and to the Chief Financial Officer
on administrative matters. The AC reviews A&RM team’s reports on a
The AC has the express power to conduct or authorise investigations into quarterly basis. The AC also reviews and approves the annual audit plans
any matters within its terms of reference. Minutes of the AC meetings are and resources to ensure that the A&RM team has the necessary resources
regularly submitted to the Board for its information and review. to adequately perform its functions. The A&RM team has adopted the
Standards for Professional Practice of Internal Auditing set by The Institute
The AC, having reviewed all non-audit services provided by the external of Internal Auditors.
auditors to the Group, is satisfied that the nature and extent of such services
would not affect the independence of the external auditors. The AC has also To ensure the adequacy of the internal audit function, the AC reviews the
conducted a review of interested person transactions. A&RM team’s activities on a half yearly basis. In 2002, the team, together
with PricewaterhouseCoopers and the supervision of the AC, has completed
The AC also conducts a review to ensure that there are no improper activities the development of the Minimum Acceptable Controls and Control Self-
of the Company (if any). Assessment programmes for the Company. The assessment exercises are
done on an ongoing basis.
The AC convened four meetings during the year with full attendance from all
members. The AC has also met with internal and external auditors, without In 2006, the A&RM team, together with KPMG, has developed the Enterprise
the presence of the Company’s management, at least once a year. Risk Management framework in the Company for better assessment and
management of the Company risks.
The Company’s external auditors, Ernst & Young LLP (“EY”), carry out, in the
course of their statutory audit annually to the extent of their scope as laid out The Company has implemented Control Self-Assessment in the majority of its
in their audit plan. Material non-compliance and internal control weaknesses subsidiaries and is in the process of setting up Enterprise Risk Management
noted during their audit, and the auditors’ recommendations, are reported programmes for the Group.
to the AC. The Internal Audit follows up on EY’s recommendations as part of
its role in the review of the Company’s internal control systems.
REMUNERATION COMMITTEE (“RC”)
Principle 7: Procedures for Developing Remuneration Policies
The AC has reviewed the Company’s risk assessment, and based on the
Principle 8: Level and Mix of Remuneration
IA audit reports and management controls in place, it is satisfied that there
are adequate internal controls in the Company. The AC expects the risk Principle 9: Disclosure on Remuneration
assessment process to be a continuing process. The RC was formed on 27 December 2002 by combining the previous
Compensation Committee and OSIM Share Option Scheme Committee.
On the recommendation of the AC, the Company has implemented a
whistle blowing policy which provides for the mechanisms which staff of the The RC consists of five directors, of whom three are independent non-
Company may in confidence, raise concerns about possible improprieties in executive directors. The RC is chaired by Mr Sin Boon Ann, an Independent
matters of financial reporting or other matters. Non-Executive director.
The RC’s principal responsibilities are to: base salary. The variable component is in the form of a variable bonus that
is linked to the Company and individual performance. Another element of
1) Approve the structure of the compensation programme for directors the variable component is the grant of share options to staff under the OSIM
and senior management to ensure that the programme is competitive ESOS. This seeks to align the interests of staff with that of the shareholders.
and sufficient to attract, retain and motivate senior management of the Staff appraisals are conducted twice in a year.
required quality to run the Company successfully;
One of the Top Key Executives (excluding Directors) of the Company received
2) Review directors’ and senior management’s compensation annually and remuneration within $250,000 to $500,000.
determine appropriate adjustments; and
No employee of the Company was an immediate family member of a
3) Administer the OSIM Employee Share Option Scheme (the “OSIM Director or the CEO and whose remuneration exceeded $150,000 during
ESOS”). Any matter pertaining or pursuant to the OSIM ESOS and any the financial year.
dispute and uncertainty as to the interpretation of the OSIM ESOS, any
rule, regulation or procedure thereunder or any rights under the OSIM COMMUNICATION WITH SHAREHOLDERS
ESOS shall be determined by the RC. Principle 10: Accountability and Audit
Principle 14: Communication with Shareholders
Directors are encouraged to purchase and hold shares in the Company. The Principle 15: Greater Shareholder Participation
Board has recognised that a personal stake in the Company is an added The Company has adopted quarterly results reporting since the third quarter
incentive to perform. of 2001. OSIM holds a media and analysts briefing of its quarterly, half-year
and full-year results. The results are published through the SGXNET, news
The CEO and executive directors’ remuneration packages include a variable releases and the Company’s website and investor relations sites AsiaOne.
bonus element which is performance-related. com, Zaobao.com and Shareinvestor. All information on the Company’s new
initiatives are first disseminated via SGXNET followed by a news release,
Directors’ fees are set in accordance with a remuneration framework which is also available on the website.
comprising basic fees. Executive directors do not receive directors’ fees.
Non-executive directors are paid directors’ fees, subject to shareholders’ Price sensitive information is first publicly released, either before the
approval at the AGM. Company meets with any group of investors or analysts or simultaneously
with such meetings. Results and annual reports are announced or issued
For competitive reasons, the Company is not disclosing each individual within the mandatory period and are available on the Company’s website.
director’s remuneration. Instead, we are disclosing the band of remuneration
in note 34 to the financial statements. The Company does not practise selective disclosure. The Company
communicates with its investors on a regular basis and attends to their
Number of directors of the Company in remuneration bands: queries. The Company also retained an Investor Relations and Public
2009 2008 Relations firm. All shareholders of the Company receive the annual report
$500,000 and above 1 1 and notice of AGM. The notice is also advertised in newspapers and made
$250,000 to $499,000 3 3 available on the SGXNET. At AGMs, shareholders are given the opportunity
Below $250,000 4 4 to air their views and ask directors or management questions regarding the
8 8 Company.
The Company adopts a remuneration policy for staff comprising a fixed The Articles allow a member of the Company to appoint one or two proxies
component and a variable component. The fixed component is in form of a to attend and vote instead of the member.
The aggregate value of interested person transactions entered into during the financial year under review is as follows:
Sales:
OSIM (Guangzhou) Co., Ltd – – 2,746 3,080
OSIM (Langfang) Co., Ltd – – 2,192 2,131
FK Marketing – – 710 1,029
– – 5,648 6,240
Material Contracts
No material contracts to which the Company or its subsidiaries, is a party and which involve interests of the Chief Executive Officers, each director or
controlling shareholders subsisted at the end of the financial year or have been entered into since the end of the previous financial year.
OSIM
International
87.57% OSIM (M) 100% Trading
Sdn Bhd
(Shanghai)
Co Ltd
OSIM
100% OSIM (China) 100% (Taiwan)
Co Ltd
Co Ltd
OSIM
International
Ltd
OSIM
82.84% Global Active 100% (HK) Company
Limited
Limited
Daito-OSIM
OSIM Brookstone
55.56% 30% Healthcare
Holdings, Inc
(Suzhou) Co Ltd KEY ASSOCIATED COMPANY
KEY SUBSIDIARIES
JOINT VENTURE
OSIMINTERNATIONAL
OSIM INTERNATIONALLTD
LTD 15
43
16 ANNUAL REPORT
ANNUAL REPORT 2009
2009
FINANCIAL REPORTS
Directors’ Report 45
Statement by Directors 52
Independent Auditors’ Report 53
Balance Sheets 55
Consolidated Statement of
Comprehensive Income 58
Statement of Changes in Equity 59
Consolidated Cash Flow Statement 62
Notes to the Financial Statements 64
The directors present their report to the members together with the audited consolidated financial statements of OSIM International Ltd (the “Company”)
and its subsidiaries (collectively, the “Group”) and the balance sheet and statement of changes in equity of the Company for the financial year ended 31
December 2009.
Directors
The directors of the Company in office at the date of this report are:
By virtue of section 7 of the Singapore Companies Act, Cap. 50, both Ron Sim Chye Hock and Teo Sway Heong are deemed to have interests in the shares
held by the Company in its subsidiaries.
There was no change in any of the abovementioned interests between the end of the financial year and 21 January 2010.
Share options
The OSIM Share Option Scheme (the “Option Scheme”) is administered by the Remuneration Committee comprising the following members:
Subsequent to the year-end, Sin Boon Ann and Tan Soo Nan have replaced Ong Kian Min and Michael Kan Yuet Yun as the Chairman and member of
the Remuneration Committee respectively.
Only confirmed full-time employees as well as directors of the Group (other than Ron Sim Chye Hock and Teo Sway Heong) who are not controlling
shareholders and their associates are eligible to receive options granted under the Option Scheme.
The aggregate number of ordinary shares subject to outstanding options granted under the Option Scheme will not at any time exceed 15% of the issued
share capital of the Company. The exercise price of the options shall be determined by the Remuneration Committee and fixed at:
(i) a price (the “Market Price”) equal to the average of the last dealt prices of the Company’s share, as determined by reference to the Financial News
or other publication published by the Singapore Exchange Securities Trading Limited (SGX-ST) for the 3 consecutive trading days immediately
preceding the date of grant, rounded up to the nearest whole cent in the event of fractional prices; or
(ii) a price which is set at a discount to the Market Price, provided that:
(a) the maximum discount shall not exceed 20% of the Market Price (or such other percentage or amount as may be determined by the
Remuneration Committee and permitted by the SGX-ST); and
b) the shareholders of the Company in general meeting shall have authorised the making of offers and grants of options under the Option
Scheme at a discount not exceeding the maximum discount as aforesaid.
Where the exercise price as determined above is less than $0.05, the exercise price shall be $0.05.
The exercise period of options with exercise price at Market Price commences on the first anniversary of the date of grant while the exercise period of
options with exercise price at a discount to the Market Price commences on the second anniversary of the date of grant. Options granted to executive
directors and employees expire on the tenth anniversary of the date of grant while options granted to non-executive directors and employees of associated
companies expire on the fifth anniversary of the date of grant.
During the financial year ended 31 December 2009, 270,000 ordinary shares were issued pursuant to the Option Scheme.
Details of all the options to subscribe for ordinary shares of the Company pursuant to the Option Scheme as at 31 December are as follows:
Since the commencement of the Option Scheme till the end of the financial year:
• No options have been granted to the controlling shareholders of the Company and their associates;
• No participant has received 5% or more of the total options available under the Option Scheme;
• No options that entitle the holder to participate, by virtue of the options, in any share issue of any other corporation have been granted; and
Details of the options to subscribe for ordinary shares of the Company granted to directors and employees of the Group and associated companies pursuant
to the Option Scheme are as follows:
Warrants
On 28 March 2008, the Company announced a proposed renounceable non-underwritten rights issue of warrants to shareholders of the Company to
subscribe for new ordinary shares at $0.35 each in the capital of the Company. 135,459,476 warrants were allotted and issued by the Company pursuant
to the Warrants Issue. These warrants were listed and quoted on the SGX-ST on 26 June 2008.
On 20 March 2009, the Company announced 2,083,351 additional warrants to be issued and allotted to the warrant holders as a consequence of the
issuance of Rights Shares. These warrants were listed and quoted on SGX-ST on 23 March 2009.
For the year ended 31 December 2009, no warrants were exercised and converted into ordinary shares. These warrants will expire on 23 June 2011.
Rights Shares
On 14 March 2009, the Company announced to undertake a renounceable non-underwritten issuance of up to 120,408,442 rights shares at an issue
price of $0.055 per rights issue. The basis of allotment for the issue is every two rights shares for every nine existing ordinary shares in the capital of the
Company. Subsequently, the rights issuance were fully subscribed during the financial year.
Audit committee
The Audit Committee (the “AC”) comprises three independent non-executive directors. The members of the AC are:
Subsequent to the year-end, Tan Soo Nan and Sin Boon Ann have replaced Michael Kan Yuet Yun and Ong Kian Min as the Chairman and member of the
Audit Committee respectively.
The AC performs the functions in accordance with section 201B(5) of the Singapore Companies Act, Cap. 50, including the following:
• Reviews the audit plans of the internal and external auditors of the Company and ensures the adequacy of the Company’s system of accounting controls
and the co-operation given by the Company’s management to the external and internal auditors;
• Reviews the quarterly and annual financial statements and the auditors’ report on the annual financial statements of the Group and the Company before
their submission to the board of directors;
• Reviews effectiveness of the Group’s and the Company’s material internal controls, including financial, operational and compliance controls and risk
management via reviews carried out by the internal auditors;
• Meets with the external auditors, other committees, and management in separate executive sessions to discuss any matters that these groups believe
should be discussed privately with the AC;
• Reviews legal and regulatory matters that may have a material impact on the financial statements, related compliance policies and programmes and any
reports received from regulators;
The AC, having reviewed all non-audit services provided by the external auditors to the Group, is satisfied that the nature and extent of such services would
not affect the independence of the external auditors. The AC has also conducted a review of interested person transactions.
The AC convened four meetings during the year with full attendance from all members. The AC has also met with internal and external auditors, without
the presence of the Company’s management, at least once a year.
Further details regarding the audit committee are disclosed in the Report on Corporate Governance.
Auditors
Ernst & Young LLP have expressed their willingness to accept re-appointment as auditors.
Singapore
19 February 2010
We, Ron Sim Chye Hock and Peter Lee Hwai Kiat, being two of the directors of OSIM International Ltd, do hereby state that, in the opinion of the
directors,
(i) the accompanying balance sheets, consolidated statement of comprehensive income, statements of changes in equity and consolidated cash flow
statement together with notes thereto, are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31
December 2009 and of the results, changes in equity and cash flows of the Group and the changes in equity of the Company for the year ended on that
date; and
(ii) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
Singapore
19 February 2010
We have audited the accompanying financial statements of OSIM International Ltd (the “Company”) and its subsidiaries (collectively, the “Group”) which
comprise the balance sheets of the Group and the Company as at 31 December 2009, the statements of changes in equity of the Group and the Company,
the consolidated statement of comprehensive income and consolidated cash flow statement of the Group for the year then ended, and a summary of
significant accounting policies and other explanatory notes.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore
Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion,
(i) the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are properly drawn up in
accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group
and the Company as at 31 December 2009 and the results, changes in equity and cash flows of the Group and the changes in equity of the Company
for the year ended on that date; and
(ii) the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are
the auditors have been properly kept in accordance with the provisions of the Act.
19 February 2010
Non-current assets
Fixed assets 11 19,555 29,469 3,953 5,930
Investment property 12 – 545 – 545
Subsidiaries 13 – – 87,810 87,789
Associated companies and a joint venture 14 11,846 13,227 913 913
Intangible assets 15 22,952 34,014 – 819
Long-term investment 16 930 930 930 930
Long-term receivables 17 7,596 8,627 1,357 1,425
Deferred tax assets 38 1,366 5,107 – –
64,245 91,919 94,963 98,351
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Current assets
Loan to associated company 18 176 303 176 303
Stocks 19 57,601 63,254 7,462 10,150
Trade debtors 20 32,570 23,252 3,448 5,570
Other debtors deposits and prepaid operating expenses 21 8,074 7,460 1,213 1,137
Due from subsidiaries (trade) 22 – – 9,148 8,993
Due from subsidiaries (non-trade) 22 – – 855 734
Due from affiliated companies (trade) 22 1,090 596 – –
Due from affiliated companies (non-trade) 22 4 2 – –
Due from associated companies (non-trade) 22 32 19 32 19
Due from a joint venture (trade) 22 406 360 406 360
Due from a joint venture (non-trade) 22 – 5 – 5
Properties held-for-sale 23 3,290 – 522 –
Fixed deposits 24 29,321 4,854 15,500 4,500
Cash and bank balances 24 33,913 21,439 11,687 7,193
166,477 121,544 50,449 38,964
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Current liabilities
Trade creditors 25 21,211 21,463 7,496 8,100
Other creditors and accruals 26 35,587 29,714 9,975 6,126
Provisions 27 5,430 4,629 2,858 2,848
Due to subsidiaries (trade) 22 – – – 60
Due to subsidiaries (non-trade) 22 – – 2,223 139
Due to affiliated companies (trade) 22 – 10 – –
Due to affiliated companies (non-trade) 22 114 23 – –
Due to associated companies (trade) 22 16,345 8,591 11,236 7,008
Due to associated companies (non-trade) 22 306 261 306 261
Due to a joint venture (trade) 22 223 364 223 364
Short-term bank loans 28 3,622 7,380 – –
Provision for income tax 8,538 6,279 1,979 1,862
Bank loans – current portion 29 22,523 20,469 20,000 20,000
Obligations under finance leases – current portion 30 59 363 – –
Bills payable to banks (unsecured) 8,773 12,249 8,445 10,212
Bank overdrafts 24 – 12 – –
122,731 111,807 64,741 56,980
Net current assets/(liabilities) 43,746 9,737 (14,292) (18,016)
Non-current liabilities
Bank loans – non-current portion 29 353 22,889 – 20,000
Obligations under finance leases – non-current portion 30 49 99 – –
Provision for pension benefits 31b 400 357 – –
Deferred tax liabilities 38 2,851 2,557 180 383
3,653 25,902 180 20,383
Net assets 104,338 75,754 80,491 59,952
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Note Group
2009 2008
$’000 $’000
Revenue 32 476,767 456,661
Other operating income 33 12,348 7,499
Changes in inventories of finished goods (5,653) (8,444)
Finished goods purchased (171,786) (164,466)
Employee benefits expense 31 (78,888) (79,242)
Depreciation and amortisation expenses (13,234) (14,439)
Other operating expenses 35 (181,458) (173,039)
Financial expenses 36a (1,253) (4,499)
Financial income 36b 119 274
36,962 20,305
Other comprehensive income for the year, net of tax (349) (2,775)
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Minority Total
Attributable to equity holders of the Company interests equity
Premium on
purchase Foreign
Enterprise of minority currency
Share Treasury expansion Capital Warrant Revaluation interests’ translation
2009 capital shares Accumulated funds reserves reserve reserve shares reserve
Group (Note 3a) (Note 3b) profits (Note 4) (Note 5) (Note 7) (Note 8) (Note 9) (Note 10) Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
At 31 December 2008 as
previously reported 42,574 – 41,626 545 1,384 12,191 5,237 (7,875) (25,617) 70,065 6,424 76,489
Effect of adopting INT
FRS 113 (Note 48) – – (609) – – – – – – (609) (126) (735)
At 1 January 2009
as restated 42,574 – 41,017 545 1,384 12,191 5,237 (7,875) (25,617) 69,456 6,298 75,754
Total comprehensive
income for the year – – 23,334 – – – – – (513) 22,821 1,392 24,213
Transfer to capital reserves
(Note 5) – – (1,004) – 1,004 – – – – – – –
Exercise of employees’
share options 56 – – – – – – – – 56 – 56
Lapse of employees’
share options – – 48 – (48) – – – – – – –
Issuance of rights
shares (Note 3a) 6,622 – – – – – – – – 6,622 – 6,622
Purchase of treasury
shares (Note 3b) – (2,289) – – – – – – – (2,289) – (2,289)
Premium on purchase
of minority interest
shares (Note 13c) – – – – – – – 13 – 13 – 13
Acquisition of minority
interest (Note 13c) – – – – – – – – – – (31) (31)
At 31 December 2009 49,252 (2,289) 63,395 545 2,340 12,191 5,237 (7,862) (26,130) 96,679 7,659 104,338
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Minority Total
Attributable to equity holders of the Company interests equity
Premium on
purchase Foreign
Enterprise of minority currency
Share expansion Capital Hedging Warrant Revaluation interests’ translation
2008 capital Accumulated funds reserves reserve reserve reserve shares reserve
Group (Note 3a) profits (Note 4) (Note 5) (Note 6) (Note 7) (Note 8) (Note 9) (Note 10) Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
At 31 December 2007
as previously stated 42,574 141,062 545 1,384 (12) – 5,237 (7,720) (23,355) 159,715 6,940 166,655
Effects of adopting
INT FRS 113 (Note 48) – (609) – – – – – – – (609) (126) (735)
At 1 January 2008,
as restated 42,574 140,453 545 1,384 (12) – 5,237 (7,720) (23,355) 159,106 6,814 165,920
Total comprehensive
income for the year – (99,436) – – 12 – – – (2,262) (101,686) 876 (100,810)
Issuance of warrants
(Note 7) – – – – – 12,191 – – – 12,191 – 12,191
Increase in investment
by a minority
shareholder (Note 13g) – – – – – – – – – – 135 135
Gain on deemed increase
in shareholding
in a subsidiary (Note 13g) – – – – – – – – – – 155 155
Premium on deemed
increase in shareholding
in a subsidiary (Note 13g) – – – – – – – (155) – (155) – (155)
Dividends paid to minority
shareholders by subsidiaries – – – – – – – – – – (1,355) (1,355)
Disposal of a subsidiary
(Note 13h) – – – – – – – – – – (327) (327)
At 31 December 2008,
as restated 42,574 41,017 545 1,384 – 12,191 5,237 (7,875) (25,617) 69,456 6,298 75,754
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Note Group
2009 2008
$’000 $’000
Cash flows from operating activities
Profit/(loss) before taxation 37,654 (92,191)
Adjustments for:
Share of (profits)/losses of associated companies and a joint venture (692) 112,496
Depreciation of fixed assets 11 11,506 12,743
Depreciation of investment property 12 23 24
Loss on disposal of fixed assets 1,271 1,300
(Gain)/loss on disposal of subsidiaries 13f, 13h (535) 475
Amortisation of intangible assets 15 1,704 1,672
Impairment loss on goodwill 15 9,604 –
Impairment loss on fixed assets 11 1,422 1,544
Financial income 36b (119) (274)
Financial expenses 36a 1,253 4,499
Provisions 801 (1,268}
Operating cash flows before working capital changes 63,892 41,020
(Increase)/decrease in:
Stocks 5,660 8,410
Trade debtors (9,368) 6,552
Other debtors, deposits and prepaid operating expenses 842 3,142
Due from affiliated companies (trade) (495) 215
Due from affiliated companies (non-trade) (1) –
Due from associated companies (trade) – 1,370
Due from associated companies (non-trade) (13) 730
Due from joint venture (trade) (46) 323
Due from joint venture (non-trade) 5 222
(Decrease)/increase in:
Trade creditors (252) 570
Other creditors and accruals 6,382 (5,370)
Due to affiliated companies (trade) – (3)
Due to affiliated companies (non-trade) 91 23
Due to associated companies (trade) 7,753 (1,191)
Due to associated companies (non-trade) 45 258
Due to joint venture (trade) (141) (445)
Bills payable to banks (3,476) (26,555)
Cash flows generated from operations 70,878 29,271
Income tax paid, net of refund (6,162) (6,243)
Net cash flows generated from operating activities 64,716 23,028
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Note Group
2009 2008
$’000 $’000
Cash flows from investing activities
Purchase of fixed assets A (5,930) (8,401)
Proceeds from disposal of fixed assets 263 155
Interest received 119 211
Dividend received from an associated company 1,722 2,091
Dividends paid to minority shareholders by subsidiaries – (1,355)
Increase in investment by a minority shareholder 13g – 135
Acquisition of additional interest in a subsidiary 13c (21) –
Acquisition of intangible assets 15 (279) (672)
Repayment of loan from an associated company 127 454
Net cash outflow on disposal of a subsidiary 13h – (175)
Net cash flows used in investing activities (3,999) (7,557)
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
1. Corporate information
OSIM International Ltd (the “Company”) is a limited liability company, which is domiciled and incorporated in Singapore and listed on the Singapore
Exchange Securities Trading Limited.
The registered office and principal place of business of the Company is located at 65, Ubi Avenue 1, OSIM Headquarters, Singapore 408939.
The principal activities of the Company are those of marketing, distributing and franchising of healthy lifestyle products. The principal activities of its
subsidiaries are as shown in Note 13 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
The financial statements have been prepared on a historical cost basis except as disclosed in the accounting policies below.
The financial statements are presented in Singapore dollars (SGD or $) and all values in the tables are rounded to the nearest thousand
($’000) as indicated.
On 1 January 2009, the Group adopted the following standards and interpretations mandatory for annual financial periods beginning on or
after 1 January 2009.
Adoption of these standards and interpretations did not have any effect on the financial performance or position of the Group except for INT
FRS 113 Customer Loyalty Programmes. These standards and interpretations did however give rise to additional disclosures, including, in
some cases, revisions to accounting policies.
The revised FRS 1 separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions
with owners, with all non-owner changes in equity presented in the statement of other comprehensive income. In addition, the Standard
introduces the statement of comprehensive income which presents income and expense recognised in the period. This statement may be
presented in one single statement, or two linked statements. The Group has elected to present this statement in one single statement.
The amendments to FRS 107 require additional disclosure about fair value measurement and liquidity risk. Fair value measurements are
to be disclosed by source of inputs using a three level hierarchy for each class of financial instrument. In addition, reconciliation between
the beginning and ending balance for Level 3 fair value measurements is now required, as well as significant transfers between Level 1 and
Level 2 fair value measurements. The amendments also clarify the requirements for liquidity risk disclosures. The fair value measurement
disclosures and liquidity risk disclosures are presented in Note 46 and Note 45 to the financial statements respectively.
FRS 108 requires disclosure of information about the Group’s operating segments and replaces the requirement to determine primary and
secondary reporting segments of the Group. The Group determined that the reportable operating segments are the same as the business
segments previously identified under FRS 14 Segment Reporting. Additional disclosures about each of the segments are shown in Note 44,
including revised comparative information.
On 1 January 2009, the Group adopted INT FRS 113 Customer Loyalty Programmes, which is effective for annual periods beginning on or
after 1 July 2008.
One of the subsidiary companies operates the Bonus$ scheme as part of their customer loyalty strategy. Bonus$ are awarded to VIP
members for purchases made. The VIP members can use the Bonus$ earned to redeem products at retail price.
On adoption of INT FRS 113, the Group changed its policy for revenue recognition such that consideration received from the sale of goods is allocated
to the goods sold and the points issued that are expected to be redeemed.
The consideration allocated to the points issued is measured at the fair value of the points. It is recognised as a liability (deferred revenue) on the
balance sheet and recognised as revenue when the points are redeemed, have expired or are no longer expected to be redeemed. The amount of
revenue recognised is based on the number of points that have been redeemed, relative to the total number expected to be redeemed.
The change in accounting policy has been applied retrospectively. The effects of adoption on the financial statements are as follows:
With the retrospective restatement of the financial statements, the revised FRS 1 requires the Group to present, as a minimum, three statements of
financial position. The current and prior year statements of financial position are presented in the balance sheets of the financial statements. The
presentation of the balance sheet as at the beginning of the earliest comparative period is presented in Note 48 to the financial statements.
In 2008, the Accounting Standards Council issued an omnibus of amendments to FRS. There are separate transitional provisions for each amendment.
The adoption of the following amendments resulted in changes to accounting policies but did not have any impact on the financial position or
performance of the Group:
• FRS 1 Presentation of Financial Statements: Assets and liabilities classified as held for trading in accordance with FRS 39 Financial Instruments:
Recognition and Measurement are not automatically classified as current in the balance sheet. The Group amended its accounting policy
accordingly and analysed whether management’s expectation of the period of realisation of financial assets and liabilities differed from the
classification of the instrument. This did not result in any re-classification of financial instruments between current and non-current in the
balance sheet.
• FRS 16 Property, Plant and Equipment: Replaces the term “net selling price” with “fair value less costs to sell”. The Group amended its
accounting policy accordingly, which did not result in any change in the financial position.
• FRS 23 Borrowing Costs: The definition of borrowing costs is revised to consolidate the two types of items that are considered components of
“borrowing costs” into one – the interest expense calculated using the effective interest rate method calculated in accordance with FRS 39.
The Group has amended its accounting policy accordingly which did not result in any change in its financial position.
Except for the revised FRS 103 and the amendments to FRS 27, the directors expect that the adoption of the other standards and interpretations
above will have no material impact on the financial statements in the period of initial application. The nature of the impending changes in
accounting policy on adoption of the revised FRS 103 and the amendments to FRS 27 are described below.
Revised FRS 103 Business Combinations and Amendments to FRS 27 Consolidated and Separate Financial Statements
The revised standards are effective for annual periods beginning on or after 1 July 2009. The revised FRS 103 introduces a number of chang-
es in the accounting for business combinations occurring after 1 July 2009. These changes will impact the amount of goodwill recognised,
the reported results in the period that an acquisition occurs, and future reported results. The Amendments to FRS 27 require that a change
in the ownership interest of a subsidiary (without loss of control) is accounted for as an equity transaction. Therefore, such transactions will
no longer give rise to goodwill, nor will they give rise to a gain or loss. Furthermore, the amended standard changes the accounting for losses
incurred by the subsidiary as well as the loss of control of a subsidiary. Other consequential amendments were made to FRS 7 Statement of
Cash Flows, FRS 12 Income Taxes, FRS 21 The Effects of Changes in Foreign Exchange Rates, FRS 28 Investments in Associates and FRS
31 Interests in Joint Ventures. The changes from revised FRS 103 and Amendments to FRS 27 will affect future acquisitions or loss of control
and transactions with minority interests.
Estimates and assumptions concerning the future and judgments are made in the preparation of the financial statements. They affect the
application of the Group’s accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are
assessed on an on-going basis and are based on experience and relevant factors, including expectations of future events that are believed
to be reasonable under the circumstances.
i) Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in
use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make
an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in
order to calculate the present value of those cash flows. The carrying amount of the Group’s goodwill at 31 December 2009
was $10,543,000 (2008: $20,147,000). More details are given in Note 15.
The carrying amount of the Group’s tax payables, deferred tax liabilities, deferred tax assets and income tax recoverable as
at 31 December 2009 were summarised as follows:
v) Deferred revenue
The Group allocates the consideration received from the sale of goods to the goods sold and the points issued under one
of its subsidiary’s VIP card programme. The consideration allocated to the points issued is measured at their fair value. Fair
value is determined by applying statistical techniques, of which factors such as changing patterns in the redemption rates
were considered.
The carrying amount of deferred revenue allocated to the award credits at 31 December 2009 is $1,484,000 (2008:
$1,649,000) (Note 26).
Exchange differences arising on the settlement of monetary items or on translating monetary items at the balance sheet date
are recognised in the profit and loss except for exchange differences arising on monetary items that form part of the Group’s net
investment in foreign subsidiaries, which are recognised initially in a separate component of equity as foreign currency translation
reserve in the consolidated balance sheet and recognised in the profit and loss on disposal of the subsidiary.
• Assets and liabilities for each balance sheet presented are translated at the closing rate ruling at that balance sheet date;
and
• Income and expenses for each profit and loss are translated at average exchange rates for the year, which approximates the
exchange rates at the dates of the transactions.
All resulting exchange differences are recognised in a separate component of equity as foreign currency translation reserve.
On disposal of a foreign operation, the cumulative amount of exchange differences deferred in equity relating to that foreign operation
is recognised in the profit and loss as a component of the gain or loss on disposal.
a) Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits
from its activities. The Group generally has such power when it, directly or indirectly, holds more than 50% of the issued share capital,
or controls more than half of the voting power, or controls the composition of the board of directors.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less any impairment losses.
b) Principles of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the balance sheet
date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for
the same reporting date as the holding company. Consistent accounting policies are applied to like transactions and events in similar
circumstances.
All intra-group balances, transactions, income and expenses and unrealised gains and losses resulting from intra-group transactions
are eliminated in full.
Acquisitions of subsidiaries are accounted for using the purchase method. The cost of an acquisition is measured as the fair
value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly
attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest.
Any excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities
and contingent liabilities represents goodwill. The goodwill is accounted for in accordance with the accounting policy for goodwill
stated in Note 2.14.
Any excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of
business combination is recognised in the profit and loss account on the date of acquisition.
When the Group acquires a business, embedded derivatives separated from the host contract by the acquiree are not reassessed on
acquisition unless the business combination results in a change in the terms of the contract that significantly modifies the cash flows
that would otherwise be required under the contract.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to
be consolidated until the date that such control ceases.
An associated company is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. The associated
company is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant
influence over the associated company.
The Group’s investments in associated companies are accounted for using the equity method. Under the equity method, the investment in
associated company is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associated
company.
Any excess of the Group’s share of the net fair value of the associated company’s identifiable assets, liabilities and contingent liabilities over
the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of
the Group’s share of the associated company’s profit or loss in the period in which the investment is acquired.
When the Group’s share of losses in an associated company equals or exceeds its interest in the associated company, the Group does not
recognise further losses, unless it has incurred obligations or made payments on behalf of the associated company.
After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the
Group’s investment in its associates. The Group determines at each balance sheet date whether there is any objective evidence that the
investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the
recoverable amount of the associate and its carrying value and recognises the amount in the profit or loss.
The financial statements of the associated company are prepared as of the same reporting date as the Company. Where necessary,
adjustments are made to bring the accounting policies in line with those of the Group.
In the Company’s separate financial statements, investments in associated companies are accounted for at cost less impairment loss.
When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture, the Group does not recognise further
losses, unless it has incurred obligations or made payments on behalf of the joint venture.
In the Company’s separate financial statements, interests in joint ventures are accounted for at cost less impairment losses.
Subsequent to recognition, fixed assets are measured at cost less accumulated depreciation and accumulated impairment losses. When
significant parts of fixed assets are required to be replaced in intervals, the Group recognises such parts as individual assets with specific
useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of
the fixed assets as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in the income
statement as incurred. Freehold land and buildings are measured at fair value less accumulated depreciation on buildings and impairment
losses recognised after the date of the revaluation. Valuations are performed with sufficient regularity to ensure that the carrying amount does
not differ materially from the fair value of the freehold land and buildings at the balance sheet date.
Any revaluation surplus is recognised in other comprehensive income and accumulated in equity under the asset revaluation reserve, except
to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss, in which case the increase is
recognised in profit or loss. A revaluation deficit is recognised in profit or loss, except to the extent that it offsets an existing surplus on the
same asset carried in the asset revaluation reserve.
Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation is computed on a straight-line basis over the estimated
useful lives of the assets as follows:
Rate of depreciation
Freehold buildings 2% - 3%
Leasehold buildings 1.42% - 3%
Plant and machinery 10%
Computers 18% - 100%
Motor vehicles 18% - 40%
Shop renovations Shorter of lease terms or 331/3%
Furniture and fittings 10% - 331/3%
Office equipment 10% - 20%
The carrying values of fixed assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value
may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively, if appropriate.
An item of fixed assets is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain
or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.
Rate of depreciation
Leasehold building 4%
The carrying value of investment property is reviewed for impairment when events or changes in circumstances indicate that the carrying
value may not be recoverable.
The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure that the amount, method and
period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits
embodied in the investment property.
Investment property is derecognised when either it has been disposed of or when the investment property is permanently withdrawn from
use and no future economic benefit is expected from its disposal. Any gain or loss on the retirement or disposal of an investment property is
recognised in profit and loss in the year of retirement or disposal.
2.13 Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date: whether
fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. For
arrangements entered into prior to 1 January 2005, the date of inception is deemed to be 1 January 2005 in accordance with the transitional
requirements of INT FRS 104.
a) As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are
capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease
payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance
charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance
charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term, if there is no
reasonable certainty that the Group will obtain ownership by the end of the lease term.
Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term. The aggregate
benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.
b) As lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating leases.
Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised
over the lease term on the same bases as rental income. The accounting policy for rental income is set out in Note 2.26(f).
a) Goodwill
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment
losses.
For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Group’s cash-
generating units that are expected to benefit from the synergies of the combination.
The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication
that the cash-generating unit may be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated
goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less
than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses recognised for goodwill are not
reversed in subsequent periods.
Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the
goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain
or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the
operations disposed of and the portion of the cash-generating unit retained.
Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January 2005 are treated as assets
and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated in
accordance with the accounting policy set out in Note 2.5.
Goodwill and fair value adjustments which arose on acquisitions of foreign operation before 1 January 2005 are deemed to be assets
and liabilities of the Company and are recorded in SGD at the rates prevailing at the date of acquisition.
b) Club membership
Club membership is measured at cost less accumulated amortisation and any impairment loss. Club membership is amortised on a
straight-line basis over the estimated useful life of 22 years.
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more frequently if the
events and circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level.
Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite useful life is reviewed annually to
determine whether the useful life assessment continues to be supportable. If not, the change in useful life from indefinite to finite is
made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognised in the profit or loss when the asset is derecognised.
The following classes of intangible assets are acquired by the Group through the acquisition of subsidiaries:
Trademark registration costs relate to fees paid to register the “L.A.C” trademark and are amortised over 20 years on a
straight-line basis.
Gain or loss arising from derecognition of an intangible asset is measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognised in profit and loss when the asset is derecognised.
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or
when annual impairment testing for an asset (i.e. an intangible asset with an indefinite useful life, an intangible asset not yet available for use,
or goodwill acquired in a business combination) is required, the Group makes an estimate of the asset’s recoverable amounts.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets
or groups of assets. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of
an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses
of continuing operations are recognised in profit and loss or treated as a revaluation decrease for assets carried at revalued amount to the
extent that the impairment loss does not exceed the amount held in the asset revaluation reserve for that same asset.
Impairment losses are recognised in the profit or loss except for assets that are previously revalued where the revaluation was taken to other
comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous
revaluation.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through
profit or loss, directly attributable transaction costs.
A financial asset is derecognised where the contractual rights to receive cash flows from the asset have expired. On derecognition of a
financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain
or loss that had been recognised in other comprehensive income is recognised in profit or loss.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received
(including any new asset obtained less any new liability assumed) and any cumulative gain or loss that has been recognised directly in equity
is recognised in profit and loss.
All regular way purchases and sales of financial assets are recognised on the trade date (i.e. the date that the Group commits to purchase
the asset). Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally
established by regulation or convention in the marketplace concerned.
The Group classifies the following financial assets as loan and receivables:
• cash and cash equivalents
• trade and other debtors, including amounts due from subsidiaries, associated companies, affiliated companies and a joint
venture, loans to associated companies and long-term deposits
Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale or are not classified
in any of the other categories. After initial recognition, available-for-sale financial assets are measured at fair value with gains or losses
being recognised in the fair value adjustment reserve until the investment is derecognised or until the investment is determined to be
impaired at which time the cumulative gain or loss previously reported in equity is included in profit and loss.
For investments where there is no active market, fair value is determined using valuation techniques. Investments in equity instruments
that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost
less impairment losses.
The Group assesses at each balance sheet date whether there is any objective that a financial asset or group of financial assets is
impaired.
When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly or if an amount was
charged to the allowance account, the amounts charged to the allowance account are written off against the carrying value of the
financial asset.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of
an impairment loss is recognised in the profit and loss account, to the extent that the carrying value of the asset does not exceed its
amortised cost at the reversal date.
If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment
and amortisation) and its current fair value, less any impairment loss previously recognised in profit and loss, is transferred from
equity to profit and loss. Reversals of impairment loss in respect of equity instruments are not recognised in profit and loss. Reversals
of impairment losses on debt instruments are reversed through profit and loss, if the increase in fair value of the instrument can be
objectively related to an event occurring after the impairment loss was recognised in profit and loss.
2.18 Stocks
Stocks are valued at the lower of cost (determined on a weighted average basis) and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business less estimated costs necessary to make the sale.
Subsequent to initial recognition, derivatives are measured at fair value. Other financial liabilities (except for financial guarantee) are measured
at amortised cost using the effective interest method.
For financial liabilities other than derivatives, gains and losses are recognised in profit or loss when the liabilities are derecognised, and
through the amortisation process. Any gains or losses arising from changes in fair value of derivatives are recognised in profit or loss. Net
gains or losses on derivatives include exchange differences.
A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by
another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange
or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective
carrying amounts is recognised in the profit or loss.
Financial guarantees are recognised initially at fair value. Subsequent to initial recognition, financial guarantees are recognised as income
in profit and loss over the period of the guarantee. If it is probable that the liability will be higher than the amount initially recognised less
amortisation, the liability is recorded at the higher amount with the difference charged to the profit and loss.
2.23 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) where, as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow
of resources embodying economic benefits will be required to settle the obligation, the provision is reversed. If the effect of the time value
of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised as finance costs.
The costs of the warranty obligation under which the Group and the Company agree to remedy defects in its products are accrued
at the time the related sales are recognised. Provision for warranty is accrued based on the estimated costs of fulfilling the total
obligation, including handling and transportation costs. The costs are estimated by management based on historical experience. The
assumptions used to estimate warranty accruals are reviewed periodically in light of actual experience.
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which the share
options are granted. In valuing the share options, no account is taken of any performance conditions, other than conditions linked to
the price of the shares of the Company (‘market conditions’), if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in the employee share option reserve,
over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees
become fully entitled to the award (‘the vesting date’). The cumulative expenses recognised for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the
number of equity instruments that will ultimately vest. The charge or credit to profit and loss for a period represents the movement
in cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market
condition, which are treated as vested irrespective of whether or not the market condition is satisfied, provided that all other
performance conditions are satisfied. The employee share option reserve is transferred to retained earnings upon expiry of the share
options. When the options are exercised, the employee share option reserve is transferred to share capital if new shares are issued,
or to treasury shares if the options are satisfied by the reissuance of treasury shares.
Upon classification as held for sale, non-current assets and disposal groups are not depreciated and are measured at the lower of carrying
amount and fair value less costs to sell. Any differences are recognised in profit and loss.
Prior period comparatives are re-presented so that the disclosures relate to all operations that have been discontinued by the balance sheet
date of the current financial year.
2.26 Revenue
Revenue is recognised to the extent that probable the economic benefits will flow to the Group and the revenue can be reliably measured.
Revenue is measured at the fair value of consideration received or receivable.
a) Sale of goods
Revenue is recognised upon the transfer of significant risk and rewards of ownership of the goods to the customer, which generally
coincides with delivery and acceptance of the goods sold. Revenue is not recognised to the extent where there are significant
uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.
b) Franchise fees
Franchise fees are recognised upon the execution of the Master Franchise Agreements.
c) Royalty income
Royalty income is recognised upon the sale of goods by franchise outlets and the amount is determined based on a certain percentage
of net sales in accordance with the terms of the Master Franchise Agreements.
d) Interest income
Interest income is recognised as interest accrues (using the effective interest method) unless collectibility is in doubt.
e) Dividend income
Dividend income is recognised when the Group’s right to receive payment is established.
f) Rental income
Rental income is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives provided to lessees
are recognised as a reduction of rental income over the lease terms on a straight-line basis.
a) Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted
by the balance sheet date.
Current taxes are recognised in profit and loss except that tax relating to items recognised outside profit or loss, either in other
comprehensive income or directly in equity.
b) Deferred tax
Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases
of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
– where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit
or loss; and
– in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused
tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and
the carry forward of unused tax credits and unused tax losses can be utilised except:
– where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
– in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, deferred income tax assets are recognised only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are
recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax
arising from a business combination is adjusted against goodwill on acquisition.
c) Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:
• Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case
the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
• Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in
the balance sheet.
2.28 Segments
For management purposes, the Group is organised on a world-wide basis into two major operating businesses. The divisions are the basis on
which the Group reports its primary segment information.
Segment revenue, expenses and results include transfers between business segments and between geographical segments. Such transfers
are accounted for on an arm’s length basis.
Preference shares of a joint venture of the Group that have the potential to become redeemable upon occurrence of certain events as
stipulated in the partnership agreement are recorded as a liability.
2.32 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group.
Contingent liabilities and assets are not recognised on the balance sheet of the Group.
a) Share capital
The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the Company. All ordinary shares
carry one vote per share without restriction. The ordinary shares have no par value.
The Company has one employee share option scheme (Note 31) under which options to subscribe for the Company’s ordinary shares have been
granted to employees.
Group and
Company
2009
$’000
Issued and fully paid:
Purchase of treasury shares and at end of year 4,538,000 ordinary shares (2,289)
Treasury shares relate to ordinary shares of the Company that is held by the Company.
The Company acquired 4,538,000 shares in the Company through purchases on the Singapore Exchange Limited (“SGX”) during the financial year.
The total amount paid to acquire the shares was $2,289,000 and this was presented as a component within shareholders’ equity.
5. Capital reserves
a) China statutory reserve
In accordance with the relevant laws and regulations of the PRC, OSIM International Trading (Shanghai) Co., Ltd and OSIM (China) Co.,
Ltd (“the subsidiaries”) are required to set up a statutory reserve by way of appropriations from its statutory net profit. The subsidiaries
are required to allocate at least 10% of its net profit to the statutory reserve until the balance of the statutory reserve reaches 50% of its
registered capital. The statutory reserve may be used to offset accumulated losses or increase the registered capital of the subsidiary, subject
to approval from the PRC authorities. The statutory reserve is not available for dividend distribution to the shareholders.
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
6. Hedging reserve
Hedging reserve records the portion of the fair value changes on derivative financial instruments designated as hedging instruments in cash flow
hedges that is determined to be an effective hedge.
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
7. Warrant reserve
In 2008, the Company issued 135,459,476 warrants on the basis of one warrant for every four existing ordinary shares held by the shareholders of
the Company at an issue price of $0.09 for each warrant. Each warrant carries the right to subscribe for one new ordinary share in the capital of the
Company at an exercise price of $0.35.
On 20 March 2009, the Company announced 2,083,351 additional warrants to be issued and alloted to the warrant holders as a consequence of the
issuance of Rights Shares. The exercise price of the warrant for one new ordinary share in the capital of the Company remained at $0.35.
The value ascribed to the warrants less issue expenses is credited as a reserve in equity under warrant reserve and an appropriate amount is
transferred to the share capital account as and when the warrants are exercised.
The warrants issued by the Company do not entitle the holders of the warrants, by virtue of such holdings, to any right to participate in any share
issue of any other subsidiaries.
During the financial year, no warrants were exercised and converted to ordinary shares. The number of warrants outstanding at the end of the
financial year was 137,542,827 (2008: 135,459,476).
The proceeds from the issuance of warrants have been fully utilised for working capital purposes as at the balance sheet date.
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
8. Revaluation reserve
The revaluation reserve records the adjustment to the fair value of subsidiaries’ identifiable net assets at the date of acquisitions attributable to
previously held ownership interests.
Group
2009 2008
$’000 $’000
As at 31 December 2008
and 1 January 2009 3,246 1,400 5,750 10,019 8,946 3,082 31,779 18,476 3,005 85,703
Additions – – 110 79 483 2 4,397 1,204 10 6,285
Disposals – – – (1) (3) (565) (3,130) (3,021) (47) (6,767)
Transfer to properties
held-for-sale (Note 23) – – (3,253) – – – – – – (3,253)
Net exchange differences – – (5) 6 5 (13) (105) 1,564 (31) 1,421
As at 31 December 2009 3,246 1,400 2,602 10,103 9,431 2,506 32,941 18,223 2,937 83,389
As at 31 December 2008
and 1 January 2009 30 135 1,583 6,765 7,646 2,084 25,343 10,461 2,187 56,234
Depreciation charge
for the year – 27 249 1,122 690 387 5,089 3,711 231 11,506
Disposals – – – (1) (3) (448) (2,994) (1,758) (29) (5,233)
Impairment loss (Note 35) – – 157 – – – 1,097 168 – 1,422
Transfer to properties
held-for-sale (Note 23) – – (485) – – – – – – (485)
Net exchange differences – – – 3 (12) (17) (333) 774 (25) 390
As at 31 December 2009 30 162 1,504 7,889 8,321 2,006 28,202 13,356 2,364 63,834
As at 31 December 2009, the carrying amount of fixed assets held under finance leases are as follows:
Group
2009 2008
$’000 $’000
Motor vehicles 115 169
Plant and machinery – 47
Computers – 39
Shop renovations – 533
115 788
In addition to assets held under finance leases, the Group’s freehold and leasehold land and buildings with carrying amounts of $4,454,000 (2008:
$7,447,000) are mortgaged to secure the Group’s bank loans (Notes 28 and 29).
Impairment of assets
Impairment loss on fixed assets was recognised in the following line item of the statement of comprehensive income as follows:
Group
2009 2008
$’000 $’000
Other operating expenses (Note 35) 1,422 1,544
The impairment loss recognised by the Group largely represents the write down of certain fixed assets of the Group to their recoverable amounts as
certain retail outlets were loss-making or were intended to be closed down and the write-down of the carrying value of the leasehold building to the
lower of the carrying value and face value less costs to sell. The recoverable amounts were determined on the basis of value-in-use calculation at the
cash-generating units and the selling price under the provisional agreement respectively.
In November 2009, one of the subsidiaries entered into a provisional agreement with an external party to sell a leasehold building within the next
twelve months. Accordingly, the Group transferred the carrying value of the leasehold building to properties held-for-sale as at year-end.
In December 2009, the Company entered into a provisional agreement with an external party to sell the investment property within the next twelve
months. Accordingly, the Group transferred the carrying value of the investment property to properties held-for-sale as at year-end.
13. Subsidiaries
a) These comprise:
Company
2009 2008
$’000 $’000
OSIM International Trading Import, trading and People’s Republic of 100 100 295 295
(Shanghai) Co., Ltd # distribution of healthy China
lifestyle products
OSIM (M) Sdn Bhd # Sale and marketing of Malaysia 87.57 87.57 9,640 9,640
healthy lifestyle products
OSIM (HK) Company Sale and marketing of Hong Kong 100 100 17,700 17,700
Limited # healthy lifestyle products
OSIM (Taiwan) Co., Ltd # Sale and marketing of Taiwan 92.50 92.50 7,156 7,156
healthy lifestyle products
Global Active Limited # Specialty retailer and Singapore 82.84 82.77 42,011 41,990
distributor of nutraceutical
products
OSIM (China) Co., Ltd # Sale and marketing of People’s Republic of 100 100 11,008 11,008
healthy lifestyle products China
87,810 87,789
RichLife (Shanghai) Co., Wholesale and retailing of People’s Republic of 82.84** 82.77**
Ltd (formerly known as VHE nutraceutical products and China
Shanghai Limited)^ supplements
OSIM (Shenzhen) Trading Sale and marketing of People’s Republic of 100** 100**
Co., Ltd * healthy lifestyle products China
OSIM (Guangzhou) Trading Sale and marketing of People’s Republic of 100** 100**
Co., Ltd & healthy lifestyle products China
# Audited by member firms of Ernst & Young Global, in the respective countries.
+ Audited by Banks Group Assurance Pty Ltd, Chartered Accountants, Australia.
^ Audited by Shanghai Wan Long, Certified Public Accountants Co., Ltd, People’s Republic of China.
* Audited by Shenzhen Lianjie Great Wall Certified Public Accountants Co., Ltd, People’s Republic of China.
& Audited by Guangdong Better Certified Public Accountants Co., Ltd, People’s Republic of China.
&& Audited by Beijing Everhonest Certified Public Accountants Co., Ltd, People’s Republic of China.
^^ Not required to be audited under the laws of its country of incorporation.
** Group’s effective shareholdings.
## Disposed during the year.
++ Liquidated during the year.
During the year, the Company, through GAL, set up two new subsidiaries, RichLife (Beijing) Co., Ltd and RichLife (Guangzhou) Co., Ltd.
The cost of investments were $277,000 and $794,000 respectively. The principal activities of the subsidiaries are wholesale and retailing of
nutraceutical products and supplements.
e) Liquidation of a subsidiary
During the year, Nutrition Focus (USA) Inc was liquidated.
The management believes that the disclosure of the revenue and profit of the Group had the liquidation taken place at the beginning of the
year, would not provide meaningful information as the results of this subsidiary is insignificant to the Group.
• USB Inc
In 2009, GAL disposed of USB Inc. for a total consideration of $1. This resulted in a gain of $526,000 including translation gain. The
management believes that the disclosure of the revenue and profit of the Group had the disposal taken place at the beginning of the
year, would not provide meaningful information as this subsidiary company is insignificant to the Group.
h) Disposal of a subsidiary
In 2008, OSIM International (Australia) Pty Ltd was disposed for a consideration of $1.
The effect on the Group’s cash flows arising from the disposal of the subsidiary is shown in the statement of cash flows as a single item. The
net identifiable assets disposed are set out below:
Disposal
2008
$’000
The management believed that the disclosure of the revenue and profit of the Group had the disposal taken place at the beginning of 2008,
would not provide meaningful information as the results of this subsidiary was insignificant to the Group.
a) These comprise:
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Daito-OSIM (Thailand) Co., Manufacturer and exporter Kingdom of Thailand 30 30 567 567
Ltd ^ of healthy lifestyle products
OSIM (Thai) Co., Ltd + Sale and marketing of Kingdom of Thailand 49 49 116 116
healthy lifestyle products
1,029 1,029
* Audited by Welsen Certified Public Accountants Co., Ltd, People’s Republic of China.
^ Audited by Me Bless Audit Office Co., Ltd, Certified Public Accountants, Kingdom of Thailand.
+ Audited by Sunantanawat Karnbanchee, Certified Public Accountants, Kingdom of Thailand.
The Group has not recognised losses relating to OSIM (Thai) Co., Ltd where its share of losses exceeds the Group’s interest in this associated
company. The Group’s share of unrecognised losses at the balance sheet date was $311,000 (2008: $88,000). The Group has no obligation
in respect of these losses.
c) The summarised financial information of the associated companies, not adjusted for the proportion of ownership interest held by the Group,
is as follows:
Results:
Revenue 136,540 150,237
Expenses (134,930) (145,372)
Profit for the year 1,610 4,865
OSIM-Brookstone Holdings, Innovative product United States of 55.56* 55.56* 145,298 145,298
Inc (“OBH”)# development and sales of America
specialty lifestyle products
Upon the occurrence of certain events as stipulated in the partnership agreement, the management of OBH will be entitled to receive
common shares of OBH. This would have the effect of diluting the Group’s interest in the joint venture.
The Group has not recognised losses relating to OBH where its share of losses exceeds the Group’s interest in this joint venture. The Group’s
share of unrecognised losses at the balance sheet date was $32,447,000 (2008: $16,409,000). The Group has no obligation in respect of
these losses.
e) The aggregate amounts of each of the current assets, non-current assets, current liabilities, non-current liabilities, income and expenses
related to the Group’s interests in the jointly-controlled entity are as follows:
Results:
Revenue 347,055 389,341
Expenses (107,145) (210,425)
Loss for the year (16,478) (130,436)
Franchise
rights and Distribution Club Product
Group trademarks rights membership development Total
$’000 $’000 $’000 $’000 $’000
Cost
As at 1 January 2008 14,834 2,055 123 2,239 19,251
Additions during the year 628 44 – – 672
Net exchange differences (898) (38) – – (936)
As at 31 December 2008 and 1 January 2009 14,564 2,061 123 2,239 18,987
Additions during the year 264 15 – – 279
Transfer to key management personnel – – (123) – (123)
Write-off (27) – – – (27)
Net exchange differences 53 20 – – 73
As at 31 December 2009 14,854 2,096 – 2,239 19,189
Accumulated amortisation
As at 1 January 2008 2,068 1,470 45 746 4,329
Amortisation for the year 738 182 6 746 1,672
Net exchange differences (856) (25) – – (881)
As at 31 December 2008 and 1 January 2009 1,950 1,627 51 1,492 5,120
Amortisation for the year 767 184 6 747 1,704
Transfer to key management personnel – – (57) – (57)
Write off (13) – – – (13)
Group
2009 2008
$’000 $’000
Goodwill on consolidation
Group 2009 2008
$’000 $’000
Cost:
At beginning and end of year 23,836 23,836
Accumulated impairment:
At beginning of year 3,689 3,689
Impairment loss (Note 35) 9,604 –
At end of year 13,293 3,689
Accumulated amortisation
As at January 2008 45 746 791
Amortisation for the year 6 746 752
As at 31 December 2008 and 1 January 2009 51 1,492 1,543
Amortisation for the year 6 747 753
Transfer to key management personnel * (57) – (57)
As at 31 December 2009 – 2,239 2,239
* In 2009, the club membership was transferred to a key management personnel for $Nil consideration as part of the compensation for the
key management personnel. The estimated fair value of the club membership as at the date of transfer was $205,000.
Goodwill acquired through business combinations has been allocated to three individual cash-generating units (“CGUs”) for impairment testing as
follows:
• Singapore segment;
• Australia segment; and
• Malaysia segment
Goodwill on consolidation
2009 2008
$’000 $’000
Singapore segment 10,373 10,373
Australia segment – 9,604
Malaysia segment 170 170
10,543 20,147
The recoverable amount of a CGU is determined based on value-in-use calculation, using cash flow projections based on financial budgets approved
by management covering a five year period. The discount rate applied to the cash flow projections is 10.20% (2008: 5.42% to 10%) per annum.
During the year, an impairment loss was recognised to write-down the carrying amount of goodwill attributable to the Australia segment. The
impairment loss of $9,604,000 (2008: $Nil) has been recognised in the statement of comprehensive income under the line item “other operating
expenses”.
Unquoted shares are denominated in Japanese Yen. Unquoted shares stated at cost have no market prices and the fair value cannot be reliably
measured using valuation techniques.
Long-term deposits relate to deposits placed for the lease of retail outlets and building.
19. Stocks
Group Company
2009 2008 2009 2008
Balance sheet $’000 $’000 $’000 $’000
Inventories recognised as an expense, being cost of sales 177,439 172,910 102,585 102,260
Inclusive of the following charge/(credit):
– Inventories written-down 1,905 412 257 –
– Reversal of write-down of inventories – (2,023) – (824)
The reversal of write-down of inventories was made when the related inventories were sold above their carrying amounts.
Trade debtors
Trade debtors are non-interest bearing and are generally on 30 to 90 day terms. They are recognised at their original invoice amounts which
represents their fair values on initial recognition.
At the balance sheet date, trade receivables arising from export sales amounting to $260,000 (2008: $643,000) are arranged to be settled via letter
of credits issued by reputable banks in countries where the customers are based.
The Group has trade receivables amounting to $3,080,000 (2008: $3,759,000) that are past due at the balance sheet date but not impaired. These
receivables are unsecured and the analysis of their aging at the balance sheet date is as follows:
Group
2009 2008
$’000 $’000
Trade debtors past due:
Lesser than 30 days 2,480 2,460
30-60 days 326 120
61-90 days 110 118
91-120 days 69 597
More than 120 days 95 464
3,080 3,759
The Group’s trade receivables that are impaired at the balance sheet date and the movement of the allowance account used to record the impairment
is as follows:
Group
Individually impaired
2009 2008
$’000 $’000
Trade receivables that are individually determined to be impaired at the balance sheet date relate to debtors that are in significant financial difficulties
and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.
For the year ended 31 December 2009, an impairment loss of $2,086,000 (2008: $1,024,000) is recognised in the “other operating expenses” in
the statement of comprehensive income subsequent to a debt recovery assessment performed on trade debtors as at 31 December 2009.
For the year ended 31 December 2009, an impairment loss of $86,000 (2008: $531,000) is recognised in the “other operating expenses” in the
statement of comprehensive income subsequent to a debt recovery assessment performed on other debtors as at 31 December 2009.
These amounts are unsecured, interest free, repayable upon demand and are to be settled in cash.
Cost
At beginning of the year – – – –
Transfer from fixed assets (Note 11) 3,253 – – –
Transfer from investment property (Note 12) 821 – 821 –
At end of the year 4,074 – 821 –
As at 31 December 2009, the Group’s properties held-for-sale with carrying amount of $2,768,000 is mortgaged to secure the Group’s bank loans
(Note 29).
Cash at banks earns interest at floating rate on daily bank deposit rates. Fixed deposits are made for varying period between one day and three
months depending on the immediate cash requirements of the Group, and earn interests at the respective fixed deposit rates. The weighted effective
interest rate of fixed deposits range from 0.11% to 1.57% (2008: 0.03% to 1.95%) per annum.
Fixed deposits amounting to $264,000 (2008: $291,000) are pledged as collateral for bank loan (Note 28) and guarantee for purchases of stocks
by a subsidiary.
Trade creditors are non-interest bearing and are normally settled on 30 to 90 day terms.
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
(Note 48)
Other creditors are non-interest bearing and are normally settled on 30 to 90 day terms.
Deferred revenue relates to the consideration received from the sale of goods that is allocated to the reward points issued under the Groups “VIP
cards” programme. Deferred revenue is recognised in the statement of comprehensive income as revenue when the VIP points are redeemed in
exchange for free goods.
27. Provisions
The Group provides a maximum of two year warranty to its customers on certain of its products, during which faulty products are
repaired or replaced. The amount of the provision for warranty is estimated based on sales volumes and past experience of the level
of repairs and return. The estimation basis is reviewed on an ongoing basis and revised where appropriate.
As at 31 December 2009, the Group provided $1,369,000 (2008: $1,183,000) for expected warranty claims on merchandise sold
during the year. The provision is expected to be incurred in the next financial year.
The above provision has not been discounted as the effect of discounting is not significant.
Provision for restoration costs of $4,061,000 (2008: $3,446,000) is the estimated costs of restoring leasehold premises, retail outlets
and warehouse, which are capitalised and included in the cost of fixed assets. The provision is expected to be incurred at the end of
the lease terms.
The unsecured short-term bank loans bear interest at the rates of 3.310% to 5.050% (2008: 6.000%) per annum and are repayable within the next
twelve months from the balance sheet date.
Effective
interest rate
per annum Maturities Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Bank loan A, taken up by a subsidiary, is repayable in 2010 (2008: monthly over a period of 25 years from the date of drawdown). This loan was
secured by the leasehold building of a subsidiary (Note 23). The terms of the bank loan were revised in January 2008 and bears interest at the rate
of 3.500% per annum for the first year, 4.125% per annum for the second year, and thereafter at 0.750% per annum above the lending bank’s
prevailing prime rate calculated on monthly rests basis.
During the year, the subsidiary granted an option to an external party to purchase the leasehold building and the sale is expected to be completed
within the next twelve months (Note 23). The pledge was subsequently discharged by the bank.
Bank loan B, taken up by the Company, is repayable half yearly over a period of 5 years from the date of drawdown. This is a syndicated loan
supported by corporate guarantees from fellow subsidiaries. The terms of this bank loan were revised in June 2009 and bears interest at SGD Swap
Offer Rate plus 2.000% (2008: 2.000%) per annum.
Bank loan C, taken up by a subsidiary, is repayable in 36 monthly installments commencing from 1 month after the full drawdown. This loan is
secured by a corporate guarantee from the Company and personal guarantee from a director of a subsidiary. The bank loan bears interest at the rate
of 6.000% per annum or 1.750% per annum over the 3 years effective cost of fund whichever is higher on monthly rests.
The Group has finance leases for motor vehicles, plant and machinery, computers and shop renovations (Note 11). Lease terms range from 1 year to
5 years and do not contain restrictions concerning dividends, additional debt or further leasing. These leases have varying terms of renewal, purchase
options and escalation clauses. The effective interest rates in the leases range from 2.80% to 8.50% (2008: 2.80% to 8.50%) per annum.
Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows:
Minimum Present
lease value of
Group Maturities payments Interest payments
$’000 $’000 $’000
2009
Not later than 1 year 2010 64 (5) 59
More than 1 year and not later than 5 years 2013 53 (4) 49
117 (9) 108
2008
Not later than 1 year 2009 381 (18) 363
More than 1 year and not later than 5 years 2013 106 (7) 99
487 (25) 462
Group
2009 2008
$’000 $’000
Share options are granted to confirmed full time employees and directors of the Group who are not controlling shareholders. The options will
vest if the employee remains in service for one year period from the date of grant. The exercise price of the options is equal to the market
price of the shares on the date of grant. The contractual life of the options granted to executive directors and employees is ten years. There
are no cash settlement alternatives.
The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and the movements in, share options during
the year:
No. WAEP No. WAEP
2009 2009 2008 2008
’000 $ ’000 $
1
The weighted average share price at the date of exercise for the options exercised was $0.21 (2008: $Nil).
2
The range of exercise prices for options outstanding at the end of the year was $0.178 to $0.917 (2008: $0.178 to $0.917). The
weighted average remaining contractual life for these options is 3.28 years (2008: 4.17 years).
The fair value of share options as at the date of grant is estimated by an external valuer using a Trinomial option pricing model, taking into
account the terms and conditions upon which the options were granted. The inputs to the model used are shown below:
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected
volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual
outcome. No other features of the option grant were incorporated into the measurement of fair value.
This relates to the amount of pension cost provided for by a subsidiary in Taiwan. This subsidiary has a retirement plan covering all its regular
employees. Benefits under the plan are based on the length of service and estimated based pay at the time of retirement. The subsidiary
made a monthly contribution at certain percentage of the salaries to the pension fund, which is administered by a pension committee and
deposited in its name with the Central Trust of China.
Group
2009 2008
$’000 $’000
Service cost 27 24
Interest cost 40 36
Actual returns on plan assets (29) (34)
Net amortisation and deferral 12 (19)
Net pension costs 50 7
ii) Based on the actuarial report which measures the pension assets and liabilities, the reconciliation between the funding status of
pension plan and accrued pension liability was as follows:
Group
2009 2008
$’000 $’000
Benefit obligation
Non-vested benefit obligation 792 692
Effect of projected future salary increase 980 919
Projected benefit obligation 1,772 1,611
Fair value of plan assets (1,210) (1,176)
Status of pension plan 562 435
Unrecognised net transitional obligation (162) (174)
Unamortised actuarial gain – 96
Provision for pension benefits 400 357
32. Revenue
Income from sale of goods is recognised upon delivery of goods and acceptance by customers.
Group
2009 2008
$’000 $’000
* Includes $54,000 (2008: $30,000) paid to member firms of Ernst & Young Global.
Interest expenses
– bank loans 827 2,949
– lease obligations 20 66
– bills payable 397 1,477
– bank overdraft 9 7
1,253 4,499
(b) Financial income
Interest income
– fixed deposits 50 108
– bank balances 52 92
– gain on interest rate swaps – 63
– others 17 11
119 274
In 2008, share of financial expenses of a joint venture relates to the Group’s share of dividends accrued on the joint venture’s cumulative preference
shares, which were accounted for in accordance with the accounting policy stated in Note 2.31. The preference shares carried a dividend of 12%
per annum and the dividend rights were cumulative.
Under the revised Limited Partnership Agreement, no further distributions shall accrue on the preference shares.
38. Taxation
The major components of income tax expense for the years ended 31 December 2009 and 2008 are:
Group
Statement of comprehensive income: 2009 2008
$’000 $’000
Current income tax
– current year 9,399 6,332
– overprovision in respect of previous years (1,116) (1,075)
Deferred tax
– movement in temporary differences 5,274 480
– (over)/underprovision in respect of previous years (465) 107
Income tax expenses recognised in profit and loss 13,092 5,844
A reconciliation between the tax expense and the product of accounting profit/(loss) multiplied by the applicable tax rate for the years
ended 31 December 2009 and 2008 is as follows:
Group
2009 2008
$’000 $’000
Tax at the domestic rates applicable to profits in the countries where the Group operates 5,189 (1,261)
Adjustments:
Permanent differences/expenses not deductible for tax purpose 911 3,238
Income not subject to taxation (654) (37)
Difference in corporate tax rate and IHQ concessionary tax rate (660) (1,199)
Effect of change in tax rates (51) 85
Overprovision in respect of previous years (1,581) (968)
Deferred tax assets not recognised 9,937 2,010
Effect of partial tax exemption and tax relief (60) –
Utilisation of tax losses/unabsorbed capital allowances from previous years (897) –
Deferred tax for undistributed earnings of overseas subsidiaries 928 –
Share of results of associated companies and a joint venture 30 3,976
Income tax expense recognised in profit and loss 13,092 5,844
1
The reconciliation is prepared by aggregating separate reconciliations for each national jurisdiction.
Group Company
Consolidated Consolidated Profit
Balance Sheet & Loss Balance Sheet
2009 2008 2009 2008 2009 2008
$’000 $’000 $’000 $’000 $’000 $’000
Deferred tax liabilities
Excess of net book value over tax written
down value of fixed assets (2,126) (2,703) (698) (775) (271) (566)
Undistributed earnings of overseas subsidiaries (817) (300) 517 300 – –
Others – – – – (300)
Gross deferred tax liabilities (2,943) (3,003) (271) (866)
c) Deferred tax assets and liabilities as at 31 December relate to the following (cont’d):
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set-off current tax assets against current tax liabilities
and when the deferred taxes relate to the same taxation authority. The amounts determined after appropriate offsetting are included in the
balance sheets as follows:
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
The Group has tax losses and unabsorbed capital allowance of approximately $25,805,000 and $757,000 (2008: $16,810,000 and
$1,619,000) that are available for offset against future taxable profits of the companies in which the losses arose, for which no deferred tax
asset is recognised due to uncertainty of its recoverability. The use of these tax losses is subject to the agreement of the tax authorities and
compliance with certain provisions of the tax legislation of the respective countries in which the companies operate.
The Company was awarded DEI under the IHQ Award on 8 September 2004. The commencement date is 1 January 2005 and is for a period
of 5 years. The qualifying income from IHQ activities during the 5-year period will enjoy a concessionary tax rate, stipulated in the EDB’s offer
letter.
OSIM International Trading (Shanghai) Co., Ltd and OSIM (China) Co., Ltd
As a wholly foreign-owned enterprise registered in the Zone, Pudong New Area, the companies are subject to PRC income tax at the rate of
20% (2008: 18%).
Pursuant to the Income Tax Law (“ITL”), beginning with 1998, annual distributable net earnings as determined under the ITL that are not
distributed to shareholders in the following year are subject to additional income tax at a rate of 10%. The 25% income tax and additional
10% tax paid by the Company for 1998 and onwards may be used by individual resident shareholders of the Company as individual income
tax credits. Pursuant to the ITL, the additional 10% income tax paid may be used by the shareholders, other than domestic corporate
shareholders as tax credits when the undistributed earnings are ultimately distributed.
According to the newly revised Income Tax Law of the Republic of China (“R.O.C”) on May 27, 2009, the statutory rate of the Company is
changed from 25% to 20% effective January 1, 2010.
The corporate income tax rate applicable to the Singapore companies of the Group was reduced from 18% for the year of assessment 2009
to 17% for the year of assessment 2010 onwards.
The corporate income tax rate applicable to OSIM (M) Sdn Bhd and Victoria House Sdn Bhd was reduced from 27% for the year of
assessment 2007 to 26% and 25% respectively, for the year of assessment 2008 onwards.
Basic earnings/(loss) per share amounts are calculated by dividing profit/(loss) for the year that is attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares (excluding treasury shares) outstanding during the year.
Diluted earnings/(loss) per share amounts are calculated by dividing profit/(loss) for the year that is attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares (excluding treasury shares) outstanding during the year plus the weighted average
number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
The following table reflects the profit and loss and share data used in the computation of basic and diluted earnings/(loss) per share for the years
ended 31 December:
Group
2009 2008
$’000 $’000
Profit/(loss) for the year attributable to ordinary equity holders of the Company
used in computation of basic and diluted earnings per share 23,334 (99,436)
Number of shares
’000 ’000
Weighted average number of ordinary shares for basic earnings/(loss) per share computation 634,603 541,838
Effects of dilution:
– share options 3,487 –
– warrants – * –
Weighted average number of ordinary shares adjusted for the effect of dilution 638,090 541,838
* Warrants are anti-dilutive as the 12-month average share price is below the price of warrants.
40. Dividends
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Sales of finished goods to:
- Subsidiaries – – 88,630 81,100
- Associated companies 1,988 1,451 1,988 1,451
- Joint venture 12,566 15,708 12,566 15,708
- Affiliated companies 5,648 6,240 – –
Purchases of finished goods from:
- Associated companies 51,820 40,347 36,628 27,094
- Joint venture 29 685 29 685
Royalty income:
- Subsidiaries – – 4,642 1,933
- Associated companies 131 – 131 –
Spare part income:
- Subsidiaries – – 1,546 1,465
Management fees:
- Subsidiaries – – 516 230
5,872 2,824
* This includes the club membership transferred to a key management personnel (Note 15).
The remuneration of key management personnel are determined by the remuneration committee having regards to the performance of
individuals and market trends.
At 1 January 2009 and 31 December 2009, the following directors held options to purchase ordinary shares of the Company under the
OSIM Share Option Scheme as follows:
At 1 At 31
January December Exercise Expiry
2009 2009 price Date
$
Options to subscribe for ordinary shares
At 1 At 31
January December Exercise Expiry
2009 2009 price Date
$
No share options were granted to the directors during the financial year.
Apart from the remuneration paid and share options granted to directors and key management, the Group did not enter into any significant
transactions with related parties who are not members of the Group.
The Group and the Company have lease commitments with respect to the rental of shop and office premises. The leases have varying terms,
escalation clauses and renewal rights. The lease commitments include commitments for basic operating lease payments, as well as commitments
for additional contingent rental payable when turnover of certain retail outlets exceeds pre-determined levels. Lease terms do not contain restrictions
on the Group’s activities concerning dividends, additional debt or further leasing. Operating lease payments recognised in the statement of
comprehensive income during the year amounted to $45,308,000 (2008: $57,412,000).
Future minimum lease payments payable under non-cancellable operating leases as at 31 December are as follows:
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Group Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
For management purposes, the Group is organised into business units based on their products and services, and has two reportable operating
segments as follows:
i) Retail: Outlets and counters operated by the Group in selected shopping centers and departmental stores where the products are sold
directly to end user customers.
ii) Distribution: Products distributed by the Group and franchisees in overseas markets.
Except as indicated above, no operating segments have been aggregated to form the above reportable operating segments.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and
performance assessment. Segment performance is evaluated based on operating profit or loss which in certain respects, as explained in the table
below, is measured differently from operating profit or loss in the consolidated financial statements.
Group financing (including financial expenses) and income taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.
Business segments
The Group is organised on a worldwide basis into two main operating divisions, namely retail and distribution.
The following tables present revenue and results information regarding the Group’s business segments for the years ended 31 December 2009 and
2008:
Revenue
Sales to external customers 451,132 25,635 – 476,767
Inter-segment sales – 142,453 (142,453)* –
Results
Segment results 26,849 22,203 (10,956) 38,096
Financial expenses, net – – – (1,134)
Share of results of associated companies and a joint venture – 692 – 692
Tax expense – – – (13,092)
Assets
Segment assets 152,596 53,444 – 206,040
Investments in associated companies and a joint venture 488 11,358 – 11,846
Unallocated assets – – – 12,836
Liabilities
Segment liabilities 36,509 42,707 – 79,216
Unallocated liabilities – – – 47,168
Geographical information
Revenue and non-current assets information based on the geographical location of customers and assets respectively are as follows:
America/Africa/Europe/
North Asia South Asia Eliminations Total
Middle East Oceania
2009 2008 2009 2008 2009 2008 2009 2008 2009 2008
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Turnover
Sales to external
258,642 225,135 159,915 159,996 58,210 71,530 – – 476,767 456,661
customers
Inter-segment sales 53,813 50,713 88,640 81,806 – – (142,453) (132,519) – –
312,455 275,848 248,555 241,802 58,210 71,530 (142,453) (132,519) 476,767 456,661
Non-current assets 9,585 10,829 25,130 36,308 7,792 16,891 – – 42,507 64,028
Non-current assets information presented above consist of fixed assets, investment property and intangible assets.
The Group also enters into derivative transactions, including principally forward currency contracts. The purpose is to manage the currency risks
arising from the Group’s operations and its sources of financing.
It is, and has been throughout the year under review, the Group’s policy that no trading in derivative financial instruments shall be undertaken.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk, foreign exchange risk and credit risk. The board
reviews and agrees policies for managing each of these risks and they are summarised below.
The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned financial risks and the objectives,
policies and processes for the management of these risks.
The Group obtains additional financing through bank borrowings and leasing arrangements. The Group’s policy is to obtain the most
favourable interest rates available without increasing its foreign currency exposure. Surplus funds are placed with reputable banks and/or
financial institutions.
The Group’s policy is to manage its exposure to interest risks using a mix of fixed and variable rate debts.
b) Liquidity risk
The Group’s exposure to liquidity risks may arise due to mismatches of financial assets and liabilities.
In the management of liquidity risk, the Group monitors and maintains a level of cash and cash equivalents and banking facilities deemed
adequate by management to finance the Group’s operations and mitigate the effect of fluctuations in cash flows.
The table below summaries the maturity profile of the Group’s and the Company’s financial liabilities at the balance sheet date based on
contractual undiscounted payments.
2009 2008
1 year 1 to 5 Over 5 1 year 1 to 5 Over 5
Group Total Total
or less years years or less years years
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Company
Trade creditors 7,496 – – 7,496 8,100 – – 8,100
Other creditors 9,975 – – 9,975 6,126 – – 6,126
Due to subsidiaries 2,223 – – 2,223 199 – – 199
Due to associated companies 11,542 – – 11,542 7,269 – – 7,269
Due to a joint venture 223 – – 223 364 – – 364
Bank loan 20,000 – – 20,000 20,000 20,000 – 40,000
Bills payable 8,445 – – 8,445 10,212 – – 10,212
Approximately 5% (2008: 6%) of the Group’s sales are denominated in foreign currencies (mainly in USD) while 99% (2008: 99%) of
purchases by the Company are denominated in JPY and USD. 100% (2008: 100%) of purchases by the subsidiaries are denominated in
SGD, JPY and USD. The Group’s trade receivable and trade payable balances at the balance sheet date have similar exposure.
The Group and the Company also hold cash and cash equivalent denominated in foreign currencies for working capital purposes. At the
balance sheet date, such foreign currency balances (mainly in USD) amount to $8,033,000 and $4,527,000 for the Group and Company
respectively.
The Group uses foreign exchange contracts in managing its foreign exchange risk resulting from cash flows from anticipated transactions
and financing arrangements denominated in foreign currencies, primarily the JPY and USD. Transaction risk is calculated in each foreign
currency and includes foreign currency denominated assets and liabilities and firm and probable purchase and sale commitments.
The following table demonstrates the sensitivity of the Group’s profit net of tax to a reasonably possible change in the Group’s foreign
currencies against the respective functional currencies of the Group’s entities, with all other variables held constant.
Group
2009 2008
$’000 $’000
Profit net of tax Profit net of tax
USD/SGD - strengthened 3% (2008:3%) -608 -549
- weakened 3% (2008:3%) +608 +549
d) Credit risk
Credit risk, or the risk of counterparties defaulting, is managed through the application of credit approvals, credit limits and monitoring
procedures.
The carrying amount of cash and cash equivalents, trade debtors and other debtors represent the Group’s maximum exposure to credit risk
in relation to financial assets. No other financial assets carry a significant exposure to credit risk.
As the nature of the Group’s business is in retail, the majority of outstanding trade receivables are due from department stores and financial
institutions.
There are no significant concentrations of credit risk within the Group or the Company.
At the balance sheet date, the Group’s and the Company’s maximum exposure to credit risk is represented by the carrying amount of each
class of financial assets recognised in the balance sheets.
Information regarding credit enhancements for trade debtors is disclosed in Note 20.
The Group determines concentrations of credit risk by monitoring the country and industry sector profile of its trade debtors on an on-going
basis. The credit risk concentration profile of the Group’s trade debtors at the balance sheet date is as follows:
Group
2009 2008
$’000 % of total $’000 % of total
By region:
North Asia 26,981 82.9% 15,852 68.2%
South Asia 5,477 16.8% 7,384 31.7%
Others 112 0.3% 16 0.1%
By business segments:
Retail 31,626 97.1% 19,819 85.2%
Distribution 944 2.9% 3,433 14.8%
Trade and other debtors that are neither past due nor impaired are creditworthy debtors with good payment record with the Group. Cash
and cash equivalents and derivatives that are neither past due nor impaired are placed with or entered into with reputable financial
institutions or companies with high credit ratings and no history of default.
Information regarding financial assets that are either past due or impaired is disclosed in Note 20 (Trade debtors).
The following table shows an analysis of financial instruments carried at fair value by level of fair value hierarchy:
Group
2009
$’000
Quoted prices
in active markets Significant
for identical Significant other unobservable
instruments observable inputs inputs
(Level 1) (Level 2) (Level 3) Total
Financial liabilities:
Derivatives
– Forward currency contracts – 32 – 32
At 31 December 2009 – 32 – 32
The Group classify fair value measurement using a fair value hierarchy that reflects the significance of the inputs used in making the
measurements. The fair value hierarchy have the following levels:
• Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as
prices) or indirectly (i.e., derived from prices); and
• Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs)
Derivatives: Forward currency contracts are valued using a valuation technique with market observable inputs. The most frequently applied
valuation techniques include forward pricing and swap models, using present value calculations. The models incorporate various inputs
including foreign exchange spot and forward rates.
• Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are reasonable
approximation of fair value.
Cash and cash equivalents and other current financial assets and liabilities, short-term and long-term borrowings.
The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values, either due to their short-
term nature or that they are floating rate instruments that are re-priced to market interest rates on or near the balance sheet date.
The fair value of financial assets and liabilities by classes that are not carried at fair value and whose carrying amounts are not
reasonable approximation of fair value are as follows:
2009 2008
Carrying Estimated Carrying Estimated
amount fair value amount fair value
$’000 $’000 $’000 $’000
Group
Financial assets:
Long-term investment
in equity shares (unquoted) 930 (i) 930 (i)
Long-term receivables 7,596 6,981 8,627 7,669
Financial liabilities:
Obligations under finance leases 108 94 462 407
Company
Financial assets:
Long-term investment
in equity shares (unquoted) 930 (i) 930 (i)
Long-term receivables 1,357 1,247 1,425 1,267
(i) Fair value information has not been disclosed for the Group’s investment in equity instrument that is carried at cost because fair
value cannot be measured reliably. This equity instrument represents ordinary shares in a Japanese manufacturing company that
is not quoted on any market. The Group does not intend to dispose of this investment in the foreseeable future.
• Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are reasonable
approximation of fair value (cont’d)
The fair values as disclosed in the table above are estimated by discounting expected future cash flows at market incremental
lending rate for similar types of lending, borrowing or leasing arrangements at the balance sheet date.
Set out below is a comparison by category of the carrying amounts of the Group’s and the Company’s financial instruments that are
carried on the financial statements:
Assets
Long-term investment (Note 16) – 930 –
Long-term receivables (Note 17) 7,596 – –
Loan to associated company (Note 18) 176 – –
Trade debtors (Note 20) 32,570 – –
Other debtors and deposits 5,867 – –
Due from affiliated companies
– trade (Note 22) 1,090 – –
Due from affiliated companies
– non-trade (Note 22) 4 – –
Due from associated companies
– non-trade (Note 22) 32 – –
Due from a joint venture
– trade (Note 22) 406 – –
Fixed deposits (Note 24) 29,321 – –
Cash and bank balances (Note 24) 33,913 – –
Set out below is a comparison by category of the carrying amounts of the Group’s and the Company’s financial instruments that are carried
on the financial statements:
Liabilities
Bank loans (Note 29) – – 22,876
Obligations under finance leases
(Note 30) – – 108
Trade creditors (Note 25) – – 21,211
Other creditors and accruals – – 34,103
Due to affiliated companies –
non-trade (Note 22) – – 114
Due to associated companies –
trade (Note 22) – – 16,345
Due to associated companies –
non-trade (Note 22) – – 306
Due to a joint venture – trade
(Note 22) – – 223
Short-term bank loans (Note 28) – – 3,622
Bills payable to banks (unsecured) – – 8,773
Total – – 107,681
Set out below is a comparison by category of the carrying amounts of the Group’s and the Company’s financial instruments that are carried
on the financial statements:
Assets
Long-term investment (Note 16) – 930 –
Long-term receivables (Note 17) 8,627 – –
Loan to associated company (Note 18) 303 – –
Trade debtors (Note 20) 23,252 – –
Other debtors and deposits 5,755 – –
Due from affiliated companies
– trade (Note 22) 596 – –
Due from affiliated companies
– non-trade (Note 22) 2 – –
Due from associated companies
– non-trade (Note 22) 19 – –
Due from a joint venture
– trade (Note 22) 360 – –
Due from a joint venture
– non-trade (Note 22) 5 – –
Fixed deposits (Note 24) 4,854 – –
Cash and bank balances (Note 24) 21,439 – –
Set out below is a comparison by category of the carrying amounts of the Group’s and the Company’s financial instruments that are carried
on the financial statements:
Loans and Available- Liabilities at
2008 receivables for-sale amortised cost
$’000 $’000 $’000
Group (cont’d)
Liabilities
Bank loans (Note 29) – – 43,358
Obligations under finance leases (Note 30) – – 462
Trade creditors (Note 25) – – 21,463
Other creditors and accruals – – 28,065
Due to affiliated companies – trade (Note 22) – – 10
Due to affiliated companies – non-trade (Note 22) – – 23
Due to associated companies – trade (Note 22) – – 8,591
Due to associated companies – non-trade (Note 22) – – 261
Due to a joint venture – trade (Note 22) – – 364
Short-term bank loans (Note 28) – – 7,380
Bills payable to banks (unsecured) – – 12,249
Bank overdrafts (Note 24) – – 12
Total – – 122,238
Set out below is a comparison by category of the carrying amounts of the Group’s and the Company’s financial instruments that are carried
on the financial statements:
Loans and Available- Liabilities at
2009 receivables for-sale amortised cost
$’000 $’000 $’000
Company
Assets
Long-term investment (Note 16) – 930 –
Long-term receivables (Note 17) 1,357 – –
Loan to associated company (Note 18) 176 – –
Trade debtors (Note 20) 3,448 – –
Other debtors and deposits 283 – –
Due from subsidiaries – trade (Note 22) 9,148 – –
Due from subsidiaries – non-trade (Note 22) 855 – –
Due from associated companies – non-trade (Note 22) 32 – –
Due from a joint venture – trade (Note 22) 406 – –
Fixed deposits (Note 24) 15,500 – –
Cash and bank balances (Note 24) 11,687 – –
Set out below is a comparison by category of the carrying amounts of the Group’s and the Company’s financial instruments that are carried
on the financial statements:
Loans and Available- Liabilities at
2009 receivables for-sale amortised cost
$’000 $’000 $’000
Company (cont’d)
Liabilities
Bank loans (Note 29) – – 20,000
Trade creditors (Note 25) – – 7,496
Other creditors and accruals (Note 26) – – 9,975
Due to subsidiaries – non-trade (Note 22) – – 2,223
Due to associated companies – trade (Note 22) – – 11,236
Due to associated companies – non-trade (Note 22) – – 306
Due to a joint venture – trade (Note 22) – – 223
Bills payable to banks (unsecured) – – 8,445
Total – – 59,904
Set out below is a comparison by category of the carrying amounts of the Group’s and the Company’s financial instruments that are carried
on the financial statements:
Loans and Available- Liabilities at
2008 receivables for-sale amortised cost
$’000 $’000 $’000
Company (cont’d)
Assets
Long-term investment (Note 16) – 930 –
Long-term receivables (Note 17) 1,425 – –
Loan to associated company (Note 18) 303 – –
Trade debtors (Note 20) 5,570 – –
Other debtors and deposits 283 – –
Due from subsidiaries – trade (Note 22) 8,993 – –
Due from subsidiaries – non-trade (Note 22) 734 – –
Due from associated companies – non-trade (Note 22) 19 – –
Due from a joint venture – trade (Note 22) 360 – –
Due from a joint venture – non-trade (Note 22) 5 – –
Cash and bank balances (Note 24) 11,693 – –
Set out below is a comparison by category of the carrying amounts of the Group’s and the Company’s financial instruments that are carried
on the financial statements:
Loans and Available- Liabilities at
2008 receivables for-sale amortised cost
$’000 $’000 $’000
Company (cont’d)
Liabilities
Bank loans (Note 29) – – 40,000
Trade creditors (Note 25) – – 8,100
Other creditors and accruals (Note 26) – – 6,126
Due to subsidiaries – trade (Note 22) – – 60
Due to subsidiaries – non-trade (Note 22) – – 139
Due to associated companies – trade (Note 22) – – 7,008
Due to associated companies – non-trade (Note 22) – – 261
Due to a joint venture – trade (Note 22) – – 364
Bills payable to banks (unsecured) – – 10,212
Total – – 72,270
2009 2008
Group and Company Assets Liabilities Assets Liabilities
$’000 $’000 $’000 $’000
* The above forward currency contracts are entered into for hedging purposes and hedge accounting is not applied.
The terms of the forward currency contracts have been negotiated to match the terms of the forecasted transactions.
The revaluation of derivatives assessed to be highly effective hedging instruments resulted in a net unrealised loss of $12,000,
which was included in the hedging reserve (Note 6).
The terms of the foreign currency contracts have been negotiated to match the terms of the financial liabilities.
These derivatives were assessed to be highly effective and the change in fair value of the financial liability attributable to the hedged
risk, amounting to $32,000 (2008: $19,000), is recognised as a liability at 31 December 2009 with a corresponding loss recognised
in the profit and loss. This loss has been offset by an equivalent gain on the hedged risks.
The objective of the Group’s capital management is to ensure that it maintains healthy ratios in order to support its business operation and maximise
shareholders value.
The Group manages its capital structure and makes adjustment to it, as deemed appropriate by management. In order to maintain or adjust the
capital structure, the Group may issue new shares, declared dividend or any other means as deemed appropriate by management. No changes
were made in the objectives, policies or processes during the years ended 31 December 2009 and 2008.
As disclosed in Note 5(a), two subsidiaries of the Group are required by the Foreign Enterprise Law of the PRC to contribute to and maintain a
non-distributable statutory reserve fund whose utilisation is subject to approval by the relevant PRC authorities. This externally imposed capital
requirement has been complied with by the above-mentioned subsidiaries for the financial years ended 31 December 2009 and 2008.
The Group monitors capital using the gearing ratio, calculated as Net Debt over Total Capital. The Group policy is to keep the gearing ratio between
50% to 100%. Net debt includes all loans and borrowings less cash and cash equivalent (including fixed deposits). Capital means all equities
attributable to the equity holders of the Company, less the abovementioned statutory reserve fund.
Group
2009 2008
$’000 $’000
Short-term bank loans Note 28 3,622 7,380
Bank loans Note 29 22,876 43,358
Finance leases obligations Note 30 108 462
Bills payable 8,773 12,249
35,379 63,449
Less: - Cash and cash equivalent Note 24 (63,234) (26,281)
81,658 81,658
As required under the revised FRS 1, the restated financial position as at the beginning of the earliest comparative period, due to the adoption of
INT FRS 113, is as follows:
Group
1 January 2008
$’000
(Restated)
Equity attributable to equity holders of the Company
Share capital 42,574
Accumulated profits 140,453
Enterprise expansion funds 545
Capital reserves 1,384
Hedging reserve (12)
Revaluation reserve 5,237
Premium on purchase of minority interests’ shares (7,720)
Foreign currency translation reserve (23,355)
159,106
Minority interests 6,814
Non-current assets
Fixed assets 38,144
Investment property 569
Associated companies and a joint venture 127,595
Intangible assets 35,069
Long-term investment 930
Long-term receivables 11,746
Deferred tax assets 7,368
221,421
The aggregate cash consideration for the acquisition of shares is $833,000. With the acquisition, OSIM (Taiwan) Co., Ltd became a wholly-
owned subsidiary company of the Group.
b) On 28 and 29 January 2010, the Company acquired additional 4,937,000 and 525,000 shares in the Company respectively, through
purchases on the SGX. The total amount paid to acquire the shares was $3,187,000.
Unexpired term of
Description Location Area (sq m) Tenure (years) lease (years)
Strata units in commercial building 11F, 11F-1, 11F-2 and 11F-3, 1,572 Freehold NA
No.176, Jian Yi Road,
Chung Ho City, Taipei, Taiwan
Note:-
(1)
This is the land on which the building at 11F, 11F-1, 11F-2 and 11F-3, No.176, Jian Yi Road, was constructed on.
(2)
The building is held for sale
(3)
The building is held for sale
SIZE OF NO. OF
SHAREHOLDINGS SHAREHOLDERS % NO. OF SHARES %
Approximately 37% of the company’s shares are held in hand of public. Accordingly, the Company has complied with the Rule 723 of the Listing Manual
of the SGX-ST.
SIZE OF NO. OF
SHAREHOLDINGS WARRANTHOLDERS % NO. OF WARRANTS %
128,513,203 93.44
Approximately 46% of the company’s shares are held in hand of public. Accordingly, the Company has complied with the Rule 723 of the Listing Manual
of the SGX-ST.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of OSIM International Ltd (“the Company”) will be held at 65 Ubi Avenue 1, OSIM Headquarters,
Singapore 408939 on Wednesday, 12 April 2010 at 6.30 p.m. for the following purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the year ended 31 December 2009 together with the
Auditors’ Report thereon. (Resolution 1)
2. To declare a final one-tier tax exempt dividend of 1.00 cent per ordinary share for the year ended 31 December 2009 (Resolution 2)
3.
To re-elect the following Directors, each of whom will cease to hold office pursuant to Article 97 of the Company’s Articles of Association and who,
being eligible, will offer themselves for re-election:
Mr Tan Soo Nan (Independent Director and Chairman of the Audit Committee) (Resolution 3)
Mr Sin Boon Ann (Independent Director and member of the Audit Committee) (Resolution 4)
Mr Tan will, upon re-election as Director of the Company, remain as a member of the Remuneration and Nominating Committees and be considered
independent.
Mr Sin will, upon re-election as Director of the Company, remain as a member of the Audit Committee, and chair the Remuneration and Nominating
Committees and will be considered independent.
4. To approve the payment of Directors’ fees of $147,500 for the year ended 31 December 2009 (2008: $147,500) (Resolution 5)
5. To re-appoint Messrs Ernst & Young LLP as the Company’s Auditors and to authorise the Directors to fix their remuneration. (Resolution 6)
6. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
7. Authority to issue shares up to 50 per centum (50%) of the issued shares in the capital of the Company
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading
Limited, the Directors of the Company be authorised and empowered to:
(a) (i) issue shares in the Company (“shares”) whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including
but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible
into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their
absolute discretion deem fit; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument
made or granted by the Directors of the Company while this Resolution was in force,
provided that:
(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution)
and Instruments to be issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the total number of issued shares
(excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate
number of shares and Instruments to be issued other than on a pro rata basis to existing shareholders of the Company shall not exceed
twenty per centum (20%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (2) below);
(2) (subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading Limited) for the purpose of determining
the aggregate number of shares and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued shares and
Instruments shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time of the
passing of this Resolution, after adjusting for:
(a) new shares arising from the conversion or exercise of the Instruments or any convertible securities that have been issued pursuant
to any previous shareholder approval and which are outstanding as at the date of the passing of this Resolution;
(b) new shares arising from exercising share options or vesting of share awards outstanding and subsisting at the time of the passing of
this Resolution; and
(c) any subsequent bonus issue, consolidation or subdivision of shares;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the Singapore
Exchange Securities Trading Limited for the time being in force (unless such compliance has been waived by the Singapore Exchange
Securities Trading Limited) and the Articles of Association of the Company; and
(4) unless revoked or varied by the Company in a general meeting, such authority shall continue in force (i) until the conclusion of the next
Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held,
whichever is earlier or (ii) in the case of shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution,
until the issuance of such shares in accordance with the terms of the Instruments.
[See Explanatory Note (i)] (Resolution 7)
(a) approval be given for the renewal of the mandate for the Company, its subsidiaries and target associated companies or any of them to enter
into any of the transactions falling within the types of Interested Person Transactions as set out in Appendix I to the Annual Report dated
17 February 2010 (“Appendix I”) with any party who is of the class of Interested Persons described in Appendix I, provided that such
transactions are carried out in the normal course of business, at arm’s length and on commercial terms and in accordance with the guidelines
of the Company for Interested Person Transactions as set out in Appendix I (the “Shareholders’ Mandate”);
(b) the Shareholders’ Mandate shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the
next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be
held, whichever is earlier; and
(c) authority be given to the Directors of the Company to complete and do all such acts and things (including executing all such documents as
may be required) as they may consider necessary, desirable or expedient to give effect to the Shareholders’ Mandate as they may think fit.
[See Explanatory Note (iii)] (Resolution 9)
Explanatory Notes:
(i) The Ordinary Resolution 7 in item 7 above, if passed, will empower the Directors of the Company from the date of this Meeting until the date of the
next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held
or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant instruments
convertible into shares and to issue shares pursuant to such instruments, up to a number not exceeding, in total, 50% of the total number of issued
shares (excluding treasury shares) in the capital of the Company, of which up to 20% may be issued other than on a pro-rata basis to existing
shareholders of the Company.
For determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital of the Company will be calculated
based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Ordinary Resolution is passed
after adjusting for new shares arising from the conversion or exercise of the Instruments or any convertible securities, the exercise of share options
or the vesting of share awards outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent bonus issue,
consolidation or subdivision of shares.
(ii) The Ordinary Resolution 8 in item 8 above, if passed, will empower the Directors of the Company, from the date of this Meeting until the next Annual
General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held or such
authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares in the Company pursuant to the exercise
of options granted or to be granted under the Scheme up to a number not exceeding in total (for the entire duration of the Scheme) fifteen per centum
(15%) of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time.
(iii) The Ordinary Resolution 9 proposed in item 9 above, if passed, will authorise the Interested Person Transactions as described in Appendix I and
recurring in the year and will empower the Directors of the Company to do all acts necessary to give effect to the Shareholders’ Mandate. This
authority will, unless previously revoked or varied by the Company in a general meeting, expire at the conclusion of the next Annual General Meeting
of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held whichever is the earlier.
(iv) The Ordinary Resolution 10 proposed in item 10 above, if passed, will authorise the Directors of the Company from the date of this Meeting until the
next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held
or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to purchase up to 10% of the total number of
issued ordinary shares in the capital of the Company.
Notes:
1. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote in his/
her stead. A proxy need not be a Member of the Company.
2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 65 Ubi Avenue 1, OSIM Headquarters,
Singapore 408939 not less than forty-eight (48) hours before the time appointed for holding the Meeting.
17 February 2010
This Appendix is circulated to Shareholders of OSIM International Ltd (the “Company”) together with the Company’s Annual Report. Its purpose is to
provide Shareholders with the relevant information relating to, and to seek Shareholders’ approval for, the renewal of the Shareholders’ mandate to be tabled
at the Annual General Meeting to be held on 12 April 2010 at 6.30pm at 65 Ubi Avenue 1 OSIM Headquarters Singapore 408939.
The Notice of Annual General Meeting and a Proxy Form are enclosed with the Annual Report. The Singapore Exchange Securities trading Limited takes
no responsibility for the correctness of any of the statements made, reports contained/referred to, or opinions expressed in this Appendix.
DEFINITIONS
In this appendix (“Appendix I”), the following definitions apply throughout unless otherwise stated:
“AGM” : the annual general meeting of the Company to be convened on 12 April 2010, notice of which is set out in
the Annual Report 2009 despatched together with this Appendix I.
“Audit Committee” : the audit committee of the Company as at the date of this Appendix, comprising of Mr Tan Soo Nan
(Chairman), Mr Khor Peng Soon and Mr Sin Boon Ann.
“Companies Act” : the Companies Act, Chapter 50, of Singapore as amended by the Companies (Amendment) Act
“Group” : the Group refers to the Company, its subsidiaries, joint ventures and associated companies
“Latest Practicable Date” : the latest practicable date prior to the printing of this Appendix, being 17 February 2010
“Listing Manual” : the listing manual of the SGX-ST, which became effective on July 1, 2002, including amendments made
thereto up to the date of this Appendix.
“Notice of AGM” : the notice of AGM as set out on page 138 of this Annual Report
“Shareholders” : registered holders of Shares, except that where the registered holder is CDP, the term “Shareholders” shall,
where the context admits, mean the Depositors whose Securities Account are credited with Shares.
The terms “Depositor” and “Depository Agent” shall have the meanings ascribed to them respectively in Section 130A of the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable,
include the feminine and neuter genders. References to persons shall include corporations.
Any reference in this Appendix to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under
the Companies Act or any statutory modification thereof and not otherwise defined in this Appendix shall have the same meaning assigned to it under the
Companies Act or any statutory modification thereof, as the case may be.
Any reference to a time of day in this Appendix is made by reference to Singapore time unless otherwise stated.
1. INTRODUCTION
1.1 The purpose of this Appendix is to provide the Shareholders of the Company with information relating to, and to seek Shareholders’ approval at the
AGM to renew the Shareholders’ Mandate that will enable the Company to enter into transactions with the Interested Persons in compliance with
Chapter 9 of the Listing Manual.
1.2 Pursuant to Chapter 9 of the Listing Manual, the Shareholders’ Mandate was renewed at an annual general meeting held on 30 April 2009, will
continue in force until the forthcoming annual general meeting. Accordingly, the Directors propose that the Shareholders’ Mandate be renewed at the
AGM to Shareholders’ Mandate to be held on 12 April 2010. The Shareholders’ Mandate will take effect from the date of the passing of the Ordinary
Resolution approving the Shareholders’ Mandate until the next Annual General Meeting of the Company
1.3 There are no modifications to the existing Shareholders’ Mandate in relation to the nature of Interested Person Transactions which covers the
following categories of transactions:
1.4 There are no modifications to the review procedures for such transactions (as described in paragraph 3.4)
2.2 Save for transactions which are not considered to put the listed company at risk and which are therefore excluded from the ambit of Chapter 9,
shareholder approval and/or an immediate announcement would be required in respect of transactions with Interested Persons if certain financial
thresholds are reached or exceeded. Specifically, an immediate announcement is required for the following transactions of a certain threshold
where:-
2.2.1 the value of a proposed transaction is equal to or exceeds 3% of the Group’s latest audited NTA; or
2.2.2 the aggregate value of all transactions entered into with the same Interested Person during the same financial year, is equal to or more than
3% of the Group’s latest audited NTA. An announcement will have to be made immediately of the latest transaction and all future transactions
entered into with that same interested person during the financial year,
2.2.3 the value of a proposed transaction is equal to or exceeds 5% of the latest Group’s audited NTA; or
2.2.4 the aggregate value of all transactions (including the subject transaction) entered into with the same Interested Person during the same
financial year, is equal to or more than 5% of the Group’s latest audited NTA. The aggregation will exclude any transaction that has been
approved by shareholders previously, or is the subject of aggregation with another transaction that has been approved by shareholders.
2.3 For the purposes of aggregation, Interested Persons Transactions below $100,000 each are to be excluded.
2.4 Part VIII of Chapter 9 allows for a listed company to seek a mandate (the “Shareholders’ Mandate”) from its shareholders for recurrent transactions
with Interested Person of a revenue or trading nature necessary for its day-to-day operations such as sales of supplies and materials, but not in
respect to the purchase or sale of assets, undertakings or businesses.
2.5.1 an “interested person” means a director, chief executive officer or controlling shareholder of the listed company, or an associate of such
director, chief executive officer or controlling shareholder;
2.5.2 a “controlling shareholder” is a person who holds directly or indirectly 15% or more of the nominal amount of all voting shares in the listed
company (unless otherwise excepted by SGX-ST) or in fact exercises control over a company; and
2.5.3 an “associate” in relation to any director, chief executive officer or controlling shareholder (being an individual) means his immediate family
(i.e., spouse, children, adopted children, step-children, siblings and parents), the trustees of any trust of which he or his immediate family is
a beneficiary or, in the case of a discretionary trust, is a discretionary object, and any company in which he and his immediate family together
(directly or indirectly) have an interest of 30% or more. An “associate” in relation to a controlling shareholder (being a company) means any
other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or
such other company or companies taken together (directly or indirectly) have an interest of 30% or more.
.
3. SHAREHOLDERS’ MANDATE
3.1 Background
3.1.1 The principal activities of OSIM are marketing, distributing and franchising of a comprehensive range of healthy lifestyle products. Other than
Daito-OSIM Healthcare Appliance (Suzhou) Co., Ltd, and Daito-OSIM (Thailand) Co., Ltd, all the Group’s production needs are outsourced, for
example, to contract manufacturers in Japan, China and Taiwan as the Group focuses on its strengths in marketing and brand management.
As at the Latest Practicable Date, the Group has 1,036 point-of-sales outlets over 29 countries worldwide.
3.1.2 It is envisaged that in the normal course of business of the Group, transactions involving the sale, purchase, provision or supply of services
and/or products between the Group and Interested Persons will likely occur from time to time. Such transactions include, but are not limited
to, licensing and distribution agreements, franchise agreements, transactions of a revenue and trading nature.
3.1.3 The Directors are seeking the approval from Shareholders for the proposed renewal, of the Shareholders’ Mandate for the Group to enter,
in their normal course of business, with the class of Interested Persons described in paragraph 3.3, into the Interested Person Transactions
described in paragraph 3.2, provided that such transactions are made at arm’s length and on the Group’s normal commercial terms and not
prejudicial to the interests of the Company and its minority Shareholders.
3.1.4 The Shareholders’ Mandate will take effect from the date of the passing of Ordinary Resolution 9 to be proposed at the AGM until the next
annual general meeting of the Company. Thereafter, approval from Shareholders for a subsequent renewal of the Shareholders’ Mandate will
be sought at each subsequent Annual General Meeting of the Company.
3.2 Nature and Scope of the Interested Person Transactions Contemplated under the Shareholders’ Mandate
Within the ambit of this category are franchising arrangements with FK Marketing Ltd, and distribution and licensing agreements with the
PRC affiliates (as defined in paragraph 3.3.1).
This category covers the sale of healthy lifestyle products such as, but not limited to, massage chairs, foot reflexology rollers, handheld
massagers and fitness equipments to Interested Persons, including, without limitation, agreements for the sale, supply and distribution of
such products.
3.3.1 Interested Person refers to a director, chief executive officer or controlling shareholder of OSIM, or an associate (as defined in paragraph
2.5.3 of the Appendix) of such director, chief executive officer or controlling shareholder. The Shareholders’ Mandate, if renewed, will apply
to the following class of Interested Persons only:
– OSIM (Langfang) Co., Ltd
– OSIM (Guangzhou) Co., Ltd
(the above collectively known as the “PRC affiliates”)
– FK Marketing Ltd
Note: Ms Tao Dong Mei, who is the wife of Mr Leow Lian Soon, has a 90 per cent interest in the shares of OSIM (Langfang) Co., Ltd. As
such, Mr Leow Lian Soon is deemed to have a 90 percent interest in the shares of the same company. Ms Tao Dong Mei and OSIM
(Langfang) Co., Ltd each owns 50 per cent in OSIM (Guangzhou) Co., . Mr Francis Leow Lian Teck who is the brother of Mr Leow
Lian Soon owns 50 percent interest in the shares of FK Marketing Ltd.
3.3.2 Any person or company who, at the point in time when the transaction is proposed to be entered into, is an associate of any one or more of
the persons named above. The term “associate” has the meaning set out in paragraph 2.5.3 of the Appendix.
3.3.3 Transactions with Interested Persons which do not fall within the ambit of the Shareholders’ Mandate shall be subject to the relevant
provisions of Chapter 9 of the Listing Manual.
3.4.1 To ensure that the Interested Person Transactions arising in the normal course of business of the Group are undertaken at arm’s length
and on the Group’s normal commercial terms, and will not be prejudicial to the interests of the Company and its minority Shareholders, the
following guidelines will be implemented for the review and approval of Interested Person Transactions under the proposed renewal of the
Shareholders’ Mandate:-
The selling price of products is reviewed by the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer on
a regular basis.
The following transactions are subject to review by the Audit Committee and approval by the Board of Directors:-
3.4.2 Each Interested Person Transaction will be properly documented and submitted to Audit Committee which will review such transactions on
a quarterly basis to ensure that they are carried out on normal arm’s length and commercial terms.
3.4.3 In addition to the guidelines set out above, the Audit Committee of the Company will also undertake the following periodic reviews:
(a) the Audit Committee will carry out an annual review to ascertain that the established guidelines and procedures for the Interested
Person Transactions have been compiled with; and
(b) the Audit Committee will consider from time to time whether the established guidelines and procedures for the Interested Person
Transactions have become inappropriate or are unable to ensure that the transactions will be on the Group’s normal commercial
terms and will not be prejudicial to the interests of the Company and its minority Shareholders.
(c) If a member of the Audit Committee has an interest in an Interested Person Transaction to be reviewed by the Audit Committee,
he will abstain from any decision-making in respect of that transaction and the review and approval of that transaction will be
undertaken by the remaining members of the Audit Committee.
6.2. Disclosure will also be made in the Company’s Annual Report of the aggregate value of transactions conducted with Interested Persons
pursuant to the Shareholders Mandate during the financial year, and in the Annual Reports for subsequent financial years that the Shareholders
Mandate continues in force, in accordance with the requirements of Chapter 9 of the Listing Manual.
Ron Sim Chye Hock 243,757,978 36.78 161,320,157 24.34 72,691,666 52.85 1,030,473 0.75 –
Teo Sway Heong 5,161,547 0.78 399,916,588 60.35 1,030,473 0.75 72,691,666 52.85 –
Teo Chay Lee 1,954,000 0.29 300,000 0.05 371,122 0.27 – – 788,040
Leow Lian Soon 2,550,000 0.38 67,500 0.01 304,614 0.22 – – 40
Lee Hwai Kiat 1,720,000 0.26 950,000 0.14 71,076 0.05 – – 213,120
Tan Soo Nan – – – – – – – – –
Sin Boon Ann – – – – – – – – –
Khor Peng Soon 52,000 0.008 – – 29,446 0.02 – – –
Note:-
(1)
Based on the total issued and fully paid-up ordinary share capital (including treasury shares) of 662,662,396 shares as at the Latest Practicable
Date
(2)
Based on the total issued warrants of 137,531,862 as at the Latest Practicable Date
7.2 Substantial Shareholders as at 17 February 2010, being the Latest Practicable Date, the sole substantial Shareholder of the Company is Mr Ron Sim
Chye Hock who has a direct interest in 243,757,978 shares and a deemed interest in 161,320,157 shares, together comprising 61.13 per cent of
the total issued and fully paid-up ordinary share capital of the Company.
7.3 Substantial Warrantholders as at 17 February 2010, being the Latest Practicable Date, the sole substantial Warrantholder of Company is Mr Ron Sim
Chye Hock who has a direct interest in 72,691,666 warrants and a deemed interest in 1,030,473 warrants, together comprising 53.60 per cent of
the total issued warrants of the Company.
7.4 Mr Ron Sim Chye Hock and Mr Leow Lian Soon will abstain, and have undertaken to ensure that their associates will abstain, from voting at the AGM
in respect of the Shares held by them respectively on Resolution 9 in the Notice of AGM on page 140 of the Annual Report relating to the proposed
renewal of, the Shareholders’ Mandate.
(i) the review procedures for determining the prices of Interested Person Transactions have not changed since approval for the Shareholders’
Mandate was last given; and
(ii) the review procedures referred to in the above paragraph are sufficient to ensure that the Interested Person Transactions will be transacted
on normal commercial terms and will not be prejudicial to the Shareholders nor disadvantageous to the Group. However, should the Audit
Committee subsequently no longer be of this opinion, the Company will revert to the Shareholders for a fresh mandate based on new review
procedures for transactions with Interested Persons.
An independent financial adviser’s opinion is not required for renewal of this general mandate as the Audit Committee has confirmed that the
methods and procedures for determining the transaction prices have not changed since the last Shareholders’ approval and the foregoing said
methods and procedures are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to
the interests of the Company and its minority shareholders.
9. DIRECTORS’ RECOMMENDATION
The Directors who are considered independent for the purpose of the proposed renewal of the Shareholders’ Mandate are Mr Khor Peng Soon, Mr
Tan Soo Nan and Mr Sin Boon Ann (the “Independent Directors”). The Independent Directors are of the opinion that it is in the interests of the Group
to be permitted to enter into the transactions in their normal course of business with the class of Interested Persons described in paragraph 3.3 of
this Appendix provided that such transactions are made at arm’s length and on normal commercial terms and will not be prejudicial to the interest
of the Company and its minority Shareholders, and in accordance with the guidelines set out in paragraph 3.4 of this Appendix. They accordingly
recommend that Shareholders vote in favour of Resolution 9 set out in the Notice of AGM on page 140 of this Annual Report.
Yours faithfully
OSIM INTERNATIONAL LTD
17 February 2010
This Appendix II is circulated to Shareholders of OSIM International Ltd (the “Company”) together with the Company’s Annual Report. Its purpose is to
provide Shareholders with the relevant information relating to, and to seek Shareholders’ approval for, the renewal of the Share Buy-back Mandate to be
tabled at the Annual General Meeting to be held on 12 April 2010 at 6.30pm at 65 Ubi Avenue 1 OSIM Headquarters Singapore 408939.
The Notice of Annual General Meeting and a Proxy Form are enclosed with the Annual Report. The Singapore Exchange Securities trading Limited takes
no responsibility for the correctness of any of the statements made, reports contained/referred to, or opinions expressed in this Appendix.
1. INTRODUCTION
On 18 December 2009, the Company obtained shareholders’ approval at the Extraordinary General Meeting (“2009 EGM”) of the Company to
authorise the Directors to exercise all powers of the Company to purchase acquire its issued ordinary shares in the capital of the Company (the
“Shares”) (“Share Buy-back Mandate”) on the terms of the Share Buy-back Mandate which has taken effect from the date of 2009 EGM until the
date on which the next annual general meeting (“AGM”) of the Company is held or is required by applicable law to be held, whereupon it will lapse
unless renewed at such meeting. Accordingly, approval for the renewal of the Share Buy-back Mandate will be sought again at the AGM to be held
on 12 April 2010.
2. DEFINITIONS
In this Circular, the following definitions apply throughout unless otherwise stated:
General
“Articles” : the Articles of Association of the Company, as amended from time to time
“Audit Committee” : the audit committee of the Company as at the date of this Circular, comprising of Mr Tan Soo Nan (Chairman),
Mr Khor Peng Soon and Mr Sin Boon Ann
“CLOB trading system” : the Central Limit Order Book trading system
“Code” : Singapore Code on Take-overs and Mergers, as amended, supplemented or modified from time to time
“Companies Act” : the Companies Act, Chapter 50, of Singapore as amended or modified from time to time
“Group” : the Group refers to the Company, its subsidiaries, joint ventures and associated companies
“Latest Practicable Date” : the latest practicable date prior to the printing of this Appendix, being 17th February 2010
“Listing Manual” : the listing manual of the SGX-ST, which became effective on July 1, 2002, including amendments made
thereto up to the date of this Circular.
“Maximum Price” : The maximum price to be paid for the Shares as determined by the Directors under paragraph 2.3.4 of the
Letter to Shareholders contained in this Circular
“Notice of AGM” : the notice of AGM as set out on page 138 of this Annual Report
“Securities Account” : securities accounts maintained by Depositors with CDP, but not including securities accounts maintained
with a Depository Agent
“Share Buy-back Mandate” : A general unconditional mandate given by Shareholders to authorise the Directors to purchase or acquire,
on behalf of the Company, Shares, in accordance with the terms set out in the Circular as well as the rules
and regulations set forth in the Companies Act and the Listing Manual
“Share Options” : options to subscribe for new Shares granted pursuant to share option schemes/plans implemented by the
Company
“Shareholders” : registered holders of Shares, except that where the registered holder is CDP, the term “Shareholders” shall,
where the context admits, mean the Depositors whose Securities Account are credited with Shares
“Warrants” : 137,542,827 Warrants issued during a Rights issue of Warrants on 28 May 2008 at an issue price of S$0.09
for each Warrant, each Warrant carrying the right to subscribe for one (1) ordinary share in the capital of the
company at an exercise price of S$0.35 for each new share.
The terms “Depositor” and “Depository Agent” shall have the meanings ascribed to them respectively in Section 130A of the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable,
include the feminine and neuter genders. References to persons shall include corporations.
Any reference in this Appendix to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under
the Companies Act or any statutory modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the
Companies Act or any statutory modification thereof, as the case may be.
Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated.
Shareholders can be assured that Share buy-backs by the Company would be made in circumstances where it is considered to be in the best
interests of the Company, after taking into account the amount of surplus cash available and the prevailing market conditions. Further, the Directors
do not propose to carry out buy-backs to such an extent that would, or in circumstances that might, result in a material adverse effect on the
liquidity, the orderly trading of the Shares, the working capital requirements of the Company or its gearing positions which are, in the opinion of the
Directors, appropriate from time to time, or result in the Company being de-listed from the SGX-ST. For example, the Directors will ensure that the
Share buy-back will not be carried out to such an extent that the free float of the Company’s Shares held by the public falls to below ten per cent.
(10%).
Any purchase of its Shares by the Company has to be made in accordance with, and in the manner prescribed by, the Companies Act, the Listing
Rules and such other laws and regulations as may for the time being be applicable.
(representing ten per cent. (10%) of the Shares in issue as at that date) may be purchased or acquired by the Company pursuant to the
proposed Share Buy-back Mandate.
(ii) off-market purchases (“Off-Market Purchases”) effected pursuant to an equal access scheme (as defined in section 76C of the
Companies Act).
The Directors may impose such terms and conditions, which are consistent with the Share Buy-back Mandate, the Listing Rules and the
Companies Act, as they consider fit in the interests of the Company in connection with or in relation to an equal access scheme or schemes.
Under the Companies Act, an equal access scheme must satisfy all the following conditions:
(i) offers for the purchase of issued Shares shall be made to every person who holds issued Shares to purchase or acquire the same
percentage of their issued Shares;
(ii) all of those persons shall be given a reasonable opportunity to accept the offers made; and
(iii) the terms of all the offers are the same, except that there shall be disregarded:
(a) differences in consideration attributable to the fact that the offers may relate to Shares with different accrued dividend
entitlements;
(b) (if applicable) differences in consideration attributable to the fact that the offers relate to Shares with different amounts
remaining unpaid; and
(c) differences in the offers introduced solely to ensure that each member is left with a whole number of Shares.
In addition, the Listing Rules provide that, in making an Off-Market Purchase, the Company must issue an offer document to all Shareholders
which must contain at least the following information:
The purchase price (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) to be paid for the
Shares will be determined by the Directors.
However, the purchase price to be paid for a Share as determined by the Directors must not exceed:
(i) in the case of a Market Purchase, one hundred and five per cent. (105%) of the Average Closing Price (as defined
hereinafter); and
(ii) in the case of an Off-Market Purchase pursuant to an equal access scheme, one hundred and ten per cent. (110%) of the Average
Closing Price, (the “Maximum Price”) in either case, excluding related expenses of the purchase or acquisition.
The number of Shares held as treasury shares cannot at any time exceed ten per cent. (10%) of the total number of issued Shares.
The Company cannot exercise any right in respect of treasury shares. In particular, the Company cannot exercise any right to attend or vote
at meetings and for the purposes of the Companies Act, the Company shall be treated as having no right to vote and the treasury shares
shall be treated as having no voting rights.
In addition, no dividend may be paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any
distribution of assets to members on a winding up) may be made, to the Company in respect of the treasury shares. However, the allotment
of Shares as fully paid bonus shares in respect of the treasury shares is allowed. Also, a subdivision or consolidation of any treasury share
into treasury shares of a smaller amount is allowed so long as the total value of the treasury shares after the subdivision or consolidation is
the same as before such subdivision or consolidation, as the case may be.
Where Shares are held as treasury shares, the Company may at any time:-
(a) sell the treasury shares (or any of them) for cash;
(b) transfer the treasury shares (or any of them) for the purposes of or pursuant to an employees’ share scheme;
(c) transfer the treasury shares (or any of them) as consideration for the acquisition of shares in or assets of another company
or assets of a person;
(d) cancel the treasury shares (or any of them); or
(e) sell, transfer or otherwise use the treasury shares for such other purposes as may be prescribed by the Minister for
Finance.
The Directors do not propose to exercise the Share Buy-back Mandate in a manner and to such an extent that the liquidity and capital adequacy
position of the Group would be materially adversely affected.
Under the Companies Act, purchases or acquisitions of Shares by the Company may be made out of the Company’s profits and/or capital so long
as the Company is solvent.
Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of profits, such consideration (excluding
brokerage, commission, goods and services tax and other related expenses) will correspondingly reduce the amount available for the distribution
of cash dividends by the Company.
Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of capital, the amount available for the
distribution of cash dividends by the Company will not be reduced.
The financial effects on the Company and the Group, based on the audited financial statements of the Company and the Group for the financial
year period from 1 January 2009 to 31 December 2009, are based on the assumptions set out below.
Although the Share Buy-back Mandate (if approved by Shareholders) will permit the Company to purchase or acquire up to 10% of its
issued Shares (excluding treasury shares), based on the audited financial statements of the Company and the Group for the financial period
from 1 January 2009 to 31 December 2009, the purchase or acquisition of up to 10% of its issued Shares would not result in negative
Shareholders’ funds. The illustrative financial effects shown below are based on a purchase or acquisition of Shares by the Company of up
to 2% of its issued Shares which, based on the number of issued and paid-up Shares as at the Latest Practicable Date and assuming no
further Shares are issued and no Shares are held by the Company as treasury shares on or prior to the EGM, is 652,662,396 Shares.
Shareholders should note that the financial effects set out below are for illustrative purposes only. It should be noted that the above analyses
are based on the audited financial statement for the financial year ended 31 December 2009 and is not necessarily representative or future
financial performance.
A 10% buy-back (and not any other percentage) was assumed so that a positive Shareholders’ funds could be maintained solely for the
purposes of these illustrative financial effects. Although the Share Buyback mandate would authorise the Company to purchase or acquire
up to ten per cent (10%) of the issued Shares, the Company may not necessarily purchase or acquire or be able to purchase or acquire
the entire ten per cent (10%) of the total issued ordinary share capital of the Company. In additional, the Company may cancel all or part
or the Shares repurchased or hold all or part of the Shares repurchased in treasury.
In the case of Market Purchases by the Company and assuming that the Company purchases or acquires 13,053,248 Shares at the
maximum price of $0.6374 for one Share (being the price equivalent to 5% above the Average Closing Price of the Shares immediately
preceding the Latest Practicable Date), the maximum amount of funds required for the purchase or acquisition of 13,053,248 Shares is
$8,320,140.03.
In the case of Off-Market Purchases by the Company and assuming that the Company purchases or acquires 13,053,248 Shares at the
maximum price of $0.6677 for one Share (being the price equivalent to 10% above the Average Closing Price of the Shares immediately
preceding the Latest Practicable Date), the maximum amount of funds required for the purchase or acquisition of 13,053,248 Shares is
$8,715,653.69.
For illustrative purposes only and on the basis of the assumptions set out in paragraphs 2.7.1 and 2.7.2 above, the financial effects of
the purchase or acquisition of Shares by the Company pursuant to the Share Buy-back Mandate on the audited financial statements of
the Group and the Company for the financial year period from 1 January 2009 to 31 December 2009 are set out below and assuming the
following:
(a) the purchase or acquisition of 13,053,248 Shares by the Company pursuant to the Share Buy-back Mandate by way of Market
Purchases made entirely out of capital and cancelled or held in treasury;
(b) the purchase or acquisition of 13,053,248 Shares by the Company pursuant to the Share Buy-back Mandate by way of Market
Purchases made entirely out of borrowings and cancelled or held in treasury;
(c) the purchase or acquisition of 13,053,248 Shares by the Company pursuant to the Share Buy-back Mandate by way of Off-Market
Purchases made entirely out of capital and cancelled or held in treasury;
(d) the purchase or acquisition of 13,053,248 Shares by the Company pursuant to the Share Buy-back Mandate by way of Off-Market
Purchases made entirely out of borrowings and cancelled or held in treasury.
Market Purchases
The financial effects set out below are for illustrative purposes only. However, the illustrations are based on historical numbers for the
financial period from1 January 2009 to 31 December 2009 and are not necessarily representative of future financial performance.
Although the Share Buy-back Mandate would authorise the Company to purchase or acquire up to 10% of the issued Shares, the Company
may not necessarily purchase or acquire part of or the entire 10% of the issued Shares. In addition, the Company may cancel all or part of
the Shares repurchased or hold all or part of the Shares repurchased in treasury.
Even if the Share Buy-back Mandate is approved, the Directors will not exercise the Share Buy-back Mandate if the Group’s working capital
requirements, current dividend policy for the financial year ended 31 December 2009 and ability to service its debts would be adversely
affected.
Scenario 1
Market Purchases of up to 2% out of capital and cancelled
Group Company
Before Share Purchase After Share Purchase Before Share Purchase After Share Purchase
$’000 $’000 $’000 $’000
As at 31 December 2009(1)
Share Capital 49,252 49,252 49,252 49,252
Treasury Shares (2,289) (10,609) (2,289) (10,609)
Revenue Reserves 63,395 63,395 20,637 20,637
Capital Reserves 2,340 2,340 700 700
Warrant Reserve 12,191 12,191 12,191 12,191
Other Reserves (28,210) (28,210) – –
Shareholders’ Funds 96,679 88,359 80,491 72,171
Scenario 2
Off-Market Purchases of up to 2% out of capital and cancelled
Group Company
Before Share Purchase After Share Purchase Before Share Purchase After Share Purchase
$’000 $’000 $’000 $’000
As at 31 December 2009(1)
Share Capital 49,252 49,252 49,252 49,252
Treasury Shares (2,289) (11,005) (2,289) (11,005)
Revenue Reserves 63,395 63,395 20,637 20,637
Capital Reserves 2,340 2,340 700 700
Warrant Reserve 12,191 12,191 12,191 12,191
Other Reserves (28,210) (28,210) – –
Shareholders’ Funds 96,679 87,963 80,491 71,775
Note:
(1) The figures for the Group and the Company are based on the audited financial statements as at 31 December 2009.
Off-Market Purchases
The financial effects set out below are for illustrative purposes only. However, the illustrations are based on historical numbers for the financial
period from 1 January 2009 to 31 December 2009 and are not necessarily representative of future financial performance. Although the Share Buy-
back Mandate would authorise the Company to purchase or acquire up to 10% of the issued Shares, the Company may not necessarily purchase
or acquire part of or the entire 10% of the issued Shares. In addition, the Company may cancel all or part of the Shares repurchased or hold all or
part of the Shares repurchased in treasury.
Even if the Share Buy-back Mandate is approved, the Directors will not exercise the Share Buy-back Mandate if the Group’s working capital
requirements, current dividend policy for the financial year ended 31 December 2009 and ability to service its debts would be adversely affected.
Scenario 3
Market Purchases of up to 2% out of borrowings and cancelled
Group Company
Before Share Purchase After Share Purchase Before Share Purchase After Share Purchase
$’000 $’000 $’000 $’000
As at 31 December 2009(1)
Share Capital 49,252 49,252 49,252 49,252
Treasury Shares (2,289) (10,609) (2,289) (10,609)
Revenue Reserves 63,395 63,395 20,637 20,637
Capital Reserves 2,340 2,340 700 700
Warrant Reserve 12,191 12,191 12,191 12,191
Other Reserves (28,210) (28,210) - –
Shareholders’ Funds 96,679 88,359 80,491 72,171
Scenario 4
Off-Market Purchases of up to 2% out of borrowings and cancelled
Group Company
Before Share Purchase After Share Purchase Before Share Purchase After Share Purchase
$’000 $’000 $’000 $’000
As at 31 December 2009(1)
Share Capital 49,252 49,252 49,252 49,252
Treasury Shares (2,289) (11,005) (2,289) (11,005)
Revenue Reserves 63,395 63,395 20,637 20,637
Capital Reserves 2,340 2,340 700 700
Warrant Reserve 12,191 12,191 12,191 12,191
Other Reserves (28,210) (28,210) – –
Shareholders’ Funds 96,679 87,963 80,491 71,775
Note:
(1) The figures for the Group and the Company are based on the audited financial statements as at 31 December 2009.
3.8 Taxation
Shareholders who are in doubt as to their respective tax positions or the tax implications of Share purchases or acquisitions by the Company, or,
who may be subject to tax whether in or outside Singapore, should consult their own professional advisers.
While the Listing Manual does not expressly prohibit any purchase of shares by a listed company during any particular time or times, because the
listed company would be regarded as an “insider” in relation to any proposed purchase or acquisition of its issued shares, the Company will not
undertake any purchase or acquisition of Shares pursuant to the proposed Share Buy-back Mandate at any time after a price sensitive development
has occurred or has been the subject of a decision until the price sensitive information has been publicly announced. In particular, the Company
would not purchase or acquire any Shares through Market Purchases during the period of one month immediately preceding the announcement
of the Company’s full-year results and the period of two weeks before the announcement of the Company’s financial statements for each of the first
three quarters of its financial year.
The Listing Manual requires a listed company to ensure that at least full ten per cent. (10%) of any class of its listed securities must be held by public
shareholders. As at the Latest Practicable Date, approximately 36.78 per cent (36.78%) of the issued Shares are held by public Shareholders.
There are 137,531,862 warrants in issue of which approximately 45.85 per cent (45.85%) are held by public Shareholders. Accordingly, the
Company is of the view that there is a sufficient number of the Shares in issue held by public Shareholders which would permit the Company to
undertake purchases or acquisitions of its Shares through Market Purchases up to the full ten per cent (10%) limit pursuant to the Share Buy-back
Mandate without affecting the listing status of the Shares on the SGX-ST, and that the number of the Shares remaining in the hands of the public
will not fall to such a level as to cause market illiquidity or to affect orderly trading.
Unless the contrary is established, the following persons will, inter alia, be presumed to be acting in concert:
(a) A company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the
directors, their close relatives and related trusts);
(b) A company with its parent company, subsidiaries, its fellow subsidiaries, any associated companies of the above companies, and
any company whose associated companies include any of the above companies. For this purpose, a company is an associated
company of another company if the second company owns or control at least 20% but not more than 50% of the voting rights of
the first-mentioned company;
(c) A company with any of its pension funds and employee share schemes;
(d) A person with any investment company, unit trust or other fund in respect of the investment account which such person manages
on a discretionary basis;
(e) A financial or other professional adviser, with its client in respect of the shareholdings of the adviser and the persons controlling,
controlled by or under the same control as the adviser and all the funds which the adviser manages on a discretionary basis, where
the shareholding of the adviser and any of those funds in the client total 10% or more of the client’s equity share capital;
(f) Directors of a company, together with their close relatives, related trusts and companies controlled by any of them, which is subject
to an offer or where the directors have reason to believe a bona fide offer for their company may be imminent;
(g) Partners; and
(h) An individual, his close relatives, his related trusts, and any person who is accustomed to act according to his instructions and
companies controlled by any of the above.
The circumstances under which Shareholders of the Company (including Directors) and persons acting in concert with them respectively
will incur an obligation to make a take-over offer under Rule 14 after a purchase or acquisition of Shares by the Company are set out in
Appendix 2 of the Take-over Code.
Under Appendix 2, a Shareholder not acting in concert with the Directors of the Company will not be required to make a take-over offer under Rule
14 if, as a result of the Company purchasing or acquiring its Shares, the voting rights of such Shareholder in the Company would increase to 30%
or more, or, if such Shareholder holds between 30% and 50% of the Company’s voting rights, the voting rights of such Shareholder would increase
by more than 1% in any period of six months. Such Shareholder need not abstain from voting in respect of the resolution authorising the Share
Buy-back Mandate, unless so required under the Companies Act.
Based on substantial Shareholders’ notifications received by the Company as at the Latest Practicable Date which is set out in paragraph 3 of this
Circular, none of the Substantial shareholders would become obliged to make a take-over offer for the Company under rule 14 of the Take-over
Code as a result of the purchase by the Company of the maximum limit of ten per cent. (10%) of its issued Shares.
Shareholders are advised to consult their professional advisers and/or the Securities Industry Council at the earliest opportunity as to whether an
obligation to make a takeover offer would arise by reason of any share purchase by the Company.
4.1 Directors
As at the Latest Practicable Date, the direct and indirect interests of each of the Directors in the Shares and Share Options of the Company
are as follows:-
Number of Shares Number of Warrants Number of shares
Direct Interest Indirect Interest Direct Interest Indirect Interest comprised in
outstanding Share
Number %(1) Number %(1) Number %(2) Number %(2)
Options
Ron Sim Chye Hock 243,757,978 36.78 161,320,157 24.34 72,691,666 52.85 1,030,473 0.75 –
Teo Sway Heong 5,161,547 0.78 399,916,588 60.35 1,030,473 0.75 72,691,666 52.85 –
Teo Chay Lee 1,954,000 0.29 300,000 0.05 371,122 0.27 – – 788,040
Leow Lian Soon 2,550,000 0.38 67,500 0.01 304,614 0.22 – – 40
Lee Hwai Kiat 1,720,000 0.26 950,000 0.14 71,076 0.05 – – 213,120
Tan Soo Nan – – – – – – – – –
Sin Boon Ann – – – – – – – – –
Khor Peng Soon 52,000 0.008 – – 29,446 0.02 – – –
Note:-
(1)
Based on the total issued and fully paid-up ordinary share capital (including treasury shares) of 662,662,396 shares as at the Latest Practicable
Date
(2)
Based on the total issued warrants of 137,531,862 as at the Latest Practicable Date
5. DIRECTORS’ RECOMMENDATION
Proposed Renewal of the Share Buy-back Mandate
The Directors are of the opinion that the proposed renewal of the Share Buy-back Mandate is in the best interest of the Company. Accordingly, they
recommend that Shareholders vote in favour of resolution 10 in the notice of AGM, being the ordinary resolution relating to the proposed renewal
of the Share Buy-back Mandate.
PROXY FORM
intents and purposes if used or purported to be used by them.
3. CPF investors who wish to attend the Meeting as an observer must submit their
requests through their CPF Approved Nominees within the time frame specified. If
they also wish to vote, they must submit their voting instructions to the CPF Approved
(Please see notes overleaf before completing this Form) Nominees within the time frame specified to enable them to vote on their behalf.
I/We,
of
being a member/members of OSIM International Ltd (the “Company”), hereby appoint:
or failing the person, or either or both of the persons, referred to above , the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/
our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held on 12 April 2010 at 6.30 p.m. and at any adjournment thereof. I/
We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting
is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at
his/her discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll.
(Please indicate your vote “For” or “Against” with a tick [√] within the box provided.)
Dated this day of 2010 Total number of Shares in: No. of Shares
(a) CDP Register
(b) Register of Members
Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder
#
2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his/
her stead. A proxy need not be a member of the Company.
3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed
as a percentage of the whole) to be represented by each proxy.
4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. Any appointment
of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right
to refuse to admit any person or persons appointed under the instrument of proxy to the Meeting.
5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 65 Ubi Avenue 1, OSIM Headquarters,
Singapore 408939 not less than 48 hours before the time appointed for the Meeting.
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the
instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or
attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power
of attorney or a duly certified copy thereof must be lodged with the instrument.
7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its
representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.
General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible, or where the true
intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition,
in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being
the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the
Meeting, as certified by The Central Depository (Pte) Limited to the Company.