Oversea Enterprise Berhad Oversea Annual
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OVERSEA ENTERPRISE BERHAD (317155-U) OVERSEA ENTERPRISE BERHAD (Company No. 317155-U) ANNUAL REPORT 2018 REPORT ANNUAL OVERSEA ENTERPRISE BERHAD (317155-U) D-3-1 & D-3A-1, Seri Gembira Avenue, Jalan Senang Ria, Taman Gembira, 58200 Kuala Lumpur. Tel: 03-7972 9683 Fax: 03-7972 9662 Email: [email protected] www.oversea.com.my www.facebook.com/oversea.com.my www.tenshou.com.my ANNUAL REPORT 2018 02 Corporate Profile 03 Corporate Diary 04 Corporate Structure 05 Corporate Information 63 Audit Committee Report 06 Financial Highlights 67 Statement on RIsk Management 07 Chairman’s Letter and Internal Control to Shareholders 74 Additional Compliance 10 Management Information Discussion and Analysis 76 Financial Statements 14 Sustainability and 155 Ten Largest Properties Corporate Social held by the Group Responsibility 156 Analysis of 19 Board of Shareholdings Directors’ Profile 159 Notice of Twenty-Third 28 Key Senior Annual General Meeting Management’s Profile Proxy Form 31 Corporate Governance Overview Statement CONTENTS OVERSEA ENTERPRISE BERHAD (Company No. 317155-U) CORPORATECORPORATE PROFILEPROFILE OVERSEA ENTERPRISE BERHAD is incorporated and domiciled in Malaysia, and it has been listed on the ACE Market of Bursa Malaysia Securities Berhad since 1 April 2010. The Group started out in 1970’s as a partnership business between Mr. Yu Soo Chye @ Yee Soo Chye and an independent third party. Together they founded the first “Restoran Oversea” in Jalan Imbi, 2017 Kuala Lumpur. To date the Group’s operation of food service outlets entails a chain of five (5) Chinese restaurants, three (3) outlets in Klang Valley and two (2) outlets in Ipoh offering home cooked Cantonese themed cuisines. In addition to the chain of Chinese restaurants, the Group has ventured into the operation of Dim Sum and Cafe. The Dim Sum outlet located at Sri Petaling was opened in 2005, with the intention to target Dim Sum connoisseur. The first Cafe offering Hong Kong styled food 5 & 6 Announcements in relation to the Notice of was opened in 2004 in Pandan Indah, Kuala Lumpur under the brand name of “Tsim Tung”. In Apr Resale of Treasury Shares. February 2012, a new cafe concept offering Ipoh homeland authentic cuisines was opened in Wan Chai, Hong Kong. Subsequent in January 2015, a new bakery and cafe outlet under the brand name of “Alter Ego 1892” was opened in Taipei City, Taiwan. In December 2017, a new concept outlet 2018 offering steamboat and hotpot combining dim sum menus was opened in Jalan Imbi, Kuala Lumpur. 18 Announcement in relation to the Notice of Apr Shares Buy Back by a Company pursuant In addition to the enhancing the core business, the Company had entered into a joint venture with to Form 28B. strategic partners to develop new eateries outlet utilising the Company’s vast and extensive 28 Announcement of the unaudited experience in the food and beverage (“F&B”) industry. The Company has successfully launched two (2) Feb consolidated results for the financial period casual dining outlets in Genting Highlands under the brand name of WanHoi YAMCH’A and Taibae as 31 Announcement of the unaudited ended 31 December 2017. well as a quick service outlet in KLIA2 under the brand name of Santai YAMCH’A. May consolidated results for the financial period ended 31 March 2017. Subsequently between August 2017 to March 2018, few new eateries outlets of different brand names 31 Announcement of the unaudited were opened, namely Soul Chicken, Tampopo Express and Wincaa Bubble Tea opened in KLIA2, and May consolidated results for the financial period WanHoi Char Chan Tian and Wincaa GPO opened in Awana Skyway Station and Genting Premium 17 Announcement in relation to the proposed ended 31 March 2018. Outlet, Genting Highlands, respectively. Jul renewal of and new shareholders’ mandate for recurrent related party transactions of a Our business model, besides the operation of food service outlets, also includes the expansion into the revenue or trading nature. manufacturing of confectioneries particularly moon cake since 1986. In 1995, a moon cake manufacturing facility in Sungai Buloh with built-up area of approximately 20,000 square feet was built. 28 Subsequently in 2002, we moved to a new manufacturing facility in Shah Alam, Selangor with a total Jul Notice of the Twenty-Second Annual built-up area of 63,246 square feet. As part of the Group’s strategy to expand its portfolio of in-house General Meeting to Shareholders. manufactured products, the Company also ventured into the production of egg rolls in 1999. Our manufacturing concern exports to various countries including the United States, Australia, New Zealand, Indonesia, Hong Kong, Canada, Macau, Papua New Guinea and the Netherlands. 24 Outcome of the Twenty-Second Annual Aug General Meeting. AWARD AND RECOGNITIONS 28 Announcement of the unaudited Throughout the years, the Group have received many awards and recognitions, which include, Aug consolidated results for the financial period amongst others, “Asia’s Finest Restaurants”, “Greatest Table in Kuala Lumpur” and “Winner of World ended 30 June 2017. Gold Kitchen Cooking Grand Competition”. Other international recognition includes accolades such as “International Restaurant of Chinese Cuisine” awarded by “The World Chinese Cuisine Association”. 29 Announcement of the unaudited In April 2017, the Company was accorded the Honesty Enterprise Category winner of The Asia Pacific Nov consolidated results for the financial period International Honesty Enterprise - The 15th Asia Pacific International Honesty Keris Award 2017 for its ended 30 September 2017. outstanding achievement in the F&B industry which demonstrates honesty and integrity in their daily business dealings. 02 Annual Report 2018 CORPORATECORPORATE PROFILEPROFILE CORPORATE DIARY OVERSEA ENTERPRISE BERHAD is incorporated and domiciled in Malaysia, and it has been listed on the ACE Market of Bursa Malaysia Securities Berhad since 1 April 2010. The Group started out in 1970’s as a partnership business between Mr. Yu Soo Chye @ Yee Soo Chye and an independent third party. Together they founded the first “Restoran Oversea” in Jalan Imbi, 2017 Kuala Lumpur. To date the Group’s operation of food service outlets entails a chain of five (5) Chinese restaurants, three (3) outlets in Klang Valley and two (2) outlets in Ipoh offering home cooked Cantonese themed cuisines. In addition to the chain of Chinese restaurants, the Group has ventured into the operation of Dim Sum and Cafe. The Dim Sum outlet located at Sri Petaling was opened in 2005, with the intention to target Dim Sum connoisseur. The first Cafe offering Hong Kong styled food 5 & 6 Announcements in relation to the Notice of was opened in 2004 in Pandan Indah, Kuala Lumpur under the brand name of “Tsim Tung”. In Apr Resale of Treasury Shares. February 2012, a new cafe concept offering Ipoh homeland authentic cuisines was opened in Wan Chai, Hong Kong. Subsequent in January 2015, a new bakery and cafe outlet under the brand name of “Alter Ego 1892” was opened in Taipei City, Taiwan. In December 2017, a new concept outlet 2018 offering steamboat and hotpot combining dim sum menus was opened in Jalan Imbi, Kuala Lumpur. 18 Announcement in relation to the Notice of Apr Shares Buy Back by a Company pursuant In addition to the enhancing the core business, the Company had entered into a joint venture with to Form 28B. strategic partners to develop new eateries outlet utilising the Company’s vast and extensive 28 Announcement of the unaudited experience in the food and beverage (“F&B”) industry. The Company has successfully launched two (2) Feb consolidated results for the financial period casual dining outlets in Genting Highlands under the brand name of WanHoi YAMCH’A and Taibae as 31 Announcement of the unaudited ended 31 December 2017. well as a quick service outlet in KLIA2 under the brand name of Santai YAMCH’A. May consolidated results for the financial period ended 31 March 2017. Subsequently between August 2017 to March 2018, few new eateries outlets of different brand names 31 Announcement of the unaudited were opened, namely Soul Chicken, Tampopo Express and Wincaa Bubble Tea opened in KLIA2, and May consolidated results for the financial period WanHoi Char Chan Tian and Wincaa GPO opened in Awana Skyway Station and Genting Premium 17 Announcement in relation to the proposed ended 31 March 2018. Outlet, Genting Highlands, respectively. Jul renewal of and new shareholders’ mandate for recurrent related party transactions of a Our business model, besides the operation of food service outlets, also includes the expansion into the revenue or trading nature. manufacturing of confectioneries particularly moon cake since 1986. In 1995, a moon cake manufacturing facility in Sungai Buloh with built-up area of approximately 20,000 square feet was built. 28 Subsequently in 2002, we moved to a new manufacturing facility in Shah Alam, Selangor with a total Jul Notice of the Twenty-Second Annual built-up area of 63,246 square feet. As part of the Group’s strategy to expand its portfolio of in-house General Meeting to Shareholders. manufactured products, the Company also ventured into the production of egg rolls in 1999. Our manufacturing concern exports to various countries including the United States, Australia, New Zealand, Indonesia, Hong Kong, Canada, Macau, Papua New Guinea and the Netherlands. 24 Outcome of the Twenty-Second Annual Aug General Meeting. AWARD AND RECOGNITIONS 28 Announcement of the unaudited Throughout the years, the Group have received many awards and recognitions, which include, Aug consolidated results for the financial period amongst others, “Asia’s Finest Restaurants”, “Greatest Table in Kuala Lumpur” and “Winner of World ended 30 June 2017. Gold Kitchen Cooking Grand Competition”. Other international recognition includes accolades such as “International Restaurant of Chinese Cuisine” awarded by “The World Chinese Cuisine Association”.