(797771-M) ANNUAL REPORT 2013 Contents Financial Highlights 1 31 Corporate Responsibility – Community & Workplace Vision and Mission 2 Events and Highlights Statement 33 Corporate Governance Business Overview 3 Statement Corporate 4 41 Audit Committee Report Information 44 Statement on Group Structure 6 Risk Management and Awards & 7 Internal Control Accolades 46 Additional Compliance Board of Directors 8 Information Chairman’s 14 51 Financial Statements Statement 136 List of Properties Owned Group Managing Director’s 20 by Oldtown Group Review of Operations 141 Analysis of Shareholdings Sustainability and 28 143 Notice of Annual Corporate Responsibility General Meeting Proxy Form ANNUAL REPORT 2013 Financial Highlights 1 Revenue (RM’000) Profit Before Tax 500,000 (RM’000) 80,000 74,947 422,054 400,000 60,000 51,954 300,000 285,424 255,133 43,379 40,160 40,000 193,666 200,000 27,417 138,437 20,000 100,000 0 0 2008 2009 2010 2011 2013 2008 2009 2010 2011 2013 Profit Attributable to Owners of the Company Earnings Per Share (RM’000) (Sen) 60,000 20.00 55,527 50,000 15.30 15.00 40,177 40,000 11.07 30,231 31,700 30,000 10.00 8.33 8.73 20,446 20,000 5.63 5.00 10,000 0 0 2008 2009 2010 2011 2013 2008 2009 2010 2011 2013 Financial year (in RM’000) 2008p* 2009p* 2010p* 2011a^ 2013b^ Revenue 138,437 193,666 255,133 285,424 422,054 Profit Before Tax 27,417 40,160 43,379 51,954 74,947 Profit Attributable to Owners of the Company 20,446 30,231 31,700 40,177 55,527 # Earnings Per Share (Sen) 5.63 8.33 8.73 11.07 15.30 The financial highlights for the years ended 31 December 2008 to 2010 are presented on a pro-forma basis (on the assumption that the Group has been in existence throughout the years under review). # The EPS for the financial years 2008 to 2013 are calculated based on the enlarged share capital of 363 million ordinary shares after the listing of 330 million shares in 2011 and private placement of 33 million shares in December 2012. They are different from the EPS disclosed in the Prospectus for financial years from 2008 to 2010 (computed based on the enlarged share capital prior to the public listing), audited financial statements for 12-month financial year ended 31 December 2011 (computed based on the enlarged share capital prior to the public listing and weighted average number of shares of 199,434,778 in issue for the financial year ended 31 December 2011) and for 15-month financial period ended 31 March 2013 (computed based on weighted average number of shares of 337,470,330 shares for the financial period ended 31 March 2013). p* : based on the proforma consolidated financial information as disclosed in the Prospectus dated 22 June 2011. a^ : based on the audited financial statements for 12-month financial year ended 31 December 2011. b^ : based on the audited financial statements for 15-month financial period ended 31 March 2013. The Company has on 27 August 2012 changed the financial year end of the Company from 31 December to 31 March. The financial period ended 31 March 2013 made up of 15 months results covering period from 1 January 2012 to 31 March 2013. OLDTOWN BERHAD (797771-M) 2 Vision and Mission Statement Vision To be Asia Pacific’s Leading White Coffee Brand Mission OUR PEOPLE: We Believe That Our People Are Our Assets Statement We acknowledge and appreciate our people as those who grow with us and for their full dedication. We value them for their effort and what they are able to bring to the company, hence we constantly provide a platform and opportunities for career growth and enrichment of knowledge. We cultivate the passion of delighting our consumers into all our staffs to bring forth the best experience possible. COMMUNITY: We Nurture The Community We are aware and committed to our community hence we operate our business in a manner that does not compromise the wellness of our future generations. We are passionate about our corporate responsibilities and do our best to provide for the community in different ways, from doing our part for the earth we live in to providing underprivileged children with better homes. We will not look lightly upon our social responsibilities as we believe in giving back to the community as part of the effort towards a better future. OUR CONSUMERS: We Delight Our Consumers With Our Products We are consumer centric and are always focused on consumer needs. Hence we are dedicated to delighting our consumers with all our product offerings, by committing ourselves in sourcing the finest ingredients through ethical ways to provide them with the best quality products. We hold strongly to our origins in order to bring to consumers the authentic experience that they expect to enjoy. MOTHER EARTH: We Do Our Part in Saving Mother Earth We are attuned with the growing needs to nurture our mother earth and to do our part in caring for the environment. With this, we share and grow the passion and knowledge of caring for the environment with our partners and consumers for them to live this together with us as part of our corporate values. INVESTORS: We Focus on Prospering Our Investors We are dedicated to growing and maximising the financial rewards of our investors as we see it as a platform for our company to continue to provide to our consumers and the community. ANNUAL REPORT 2013 3 Business Overview The business activities of Oldtown Group can be divided into three broad categories as follows: Operation of Manufacturing of Marketing and sales of Cafe Chain coffee and other coffee and other beverages :: Own Cafe Outlets* beverages :: Instant Coffee Mix :: Franchised Outlets :: Instant Coffee Mix :: Roasted Coffee Powder :: Food Processing :: Roasted Coffee Powder :: Instant Milk Tea Mix :: Instant Milk Tea Mix :: Instant Chocolate :: Instant Chocolate :: Ready-to-drink coffee *Own cafe outlets include those that are fully and partially owned. OLDTOWN BERHAD (797771-M) 4 Corporate Information COMPANY SECRETARY REGISTRARS Ng Yuet Seam (MAICSA 7005639) Tricor Investor Services Sdn Bhd (118401-V) Level 17, The Gardens North Tower REGISTERED OFFICE Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur 47A, Jalan Chung Ah Ming, Pasir Puteh Tel: (603) 2264 3883 31650 Ipoh, Perak Darul Ridzuan Fax: (603) 2282 1886 Tel: (605) 253 6073 Fax: (605) 241 0878 PRINCIPAL BANKERS HEAD OFFICE CIMB Bank Berhad (13491-P) No. 2, Jalan Portland, Kawasan Perindustrian Tasek HSBC Bank Malaysia Berhad (127776-V) 31400 Ipoh, Perak Darul Ridzuan Tel: (605) 541 5511 Fax: (605) 547 9123 WEBSITE www.oldtown.com.my ANNUAL REPORT 2013 5 BOARD OF DIRECTORS Datuk Dr. Ahmed Tasir Mark Wing Kong Chuah Seong Meng Bin Lope Pihie Independent Executive Director PJN, PMP, JSM, FASc Non-Executive Director Clarence D’Silva A/L Leon D’Silva Independent Tan Chon Ing @ Executive Director Non-Executive Chairman Tan Chong Ling Goh Ching Mun Lee Siew Heng Independent Executive Director Group Managing Director Non-Executive Director Tan Say Yap Chin Lai Yoong Executive Director Non-Independent Non-Executive Director BOARD COMMITTEES AUDIT COMMITTEE REMUNERATION COMMITTEE NOMINATION COMMITTEE Mark Wing Kong Tan Chon Ing @ Datuk Dr. Ahmed Tasir Chairman Tan Chong Ling Bin Lope Pihie Chairman Chairman Datuk Dr. Ahmed Tasir Bin Lope Pihie Datuk Dr. Ahmed Tasir Mark Wing Kong Bin Lope Pihie Tan Chon Ing @ Tan Chon Ing @ Tan Chong Ling Lee Siew Heng Tan Chong Ling Mark Wing Kong Goh Ching Mun STATUTORY AUDITORS Messrs. Deloitte KassimChan (AF 0080) Chartered Accountants No. 87, Jalan Sultan Abdul Jalil 30450 Ipoh, Perak Darul Ridzuan Tel: (605) 253 1358 Fax: (605) 253 0090 STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad (Listed since 13 July 2011) Stock Name: OLDTOWN Stock Code: 5201 OLDTOWN BERHAD (797771-M) 6 Group Structure AS OF MARCH 31, 2013 White Cafe Sdn Bhd 100% Gongga Food Sdn Bhd 100% White Cafe Marketing Sdn Bhd 100% Emperor’s Kitchen Sdn Bhd 100% Dynasty Confectionery Sdn Bhd 100% Esquire Chef Sdn Bhd 100% Kopitiam Asia Pacific Sdn Bhd Old Town Kopitiam Sdn Bhd 100% 100% Oldtown Singapore Pte Ltd OTK Singapore Pte Ltd 100% 50% Old Town Kopitiam Dynasty Kitchen Sdn Bhd Butterworth Sdn Bhd 100% 100% Old Town Kopitiam Kuala Lumpur Sdn Bhd 100% Old Town Kopitiam Cheras Sdn Bhd 100% Oldtown Logistics Sdn Bhd 100% Old Town (M) Sdn Bhd OTK (HK) Investment Limited 100% 51% Oldtown APP Sdn Bhd 100% Conneczone Sdn Bhd 80% Plus One Solution Sdn Bhd 50% OTK Eatery Sdn Bhd 40% ANNUAL REPORT 2013 Awards & Accolades 7 ldtown Group has won numerous awards since the Group operated Oits chain of OLDTOWN WHITE COFFEE cafe outlets. The Group’s numerous awards are a testament to the success of its brand equity. Its established brand name, associated with its fine coffee beverages and high quality food, provides the Group with a key competitive advantage to compete effectively in the F&B industry. 2009 Ranked first in the Top 10 2007 outstanding SMEs category in the Golden Bull Award 2009 organised Golden Bull Award 2007 by Nanyang Siang Pau. organised by Nanyang Siang Pau. Gold Award (National Growth Best Brands Food and Award) in the MRCA Award 2009 Beverage Kopitiam 2007 from the Malaysian Retailer-Chains by the BrandLaureate. Association. 2012 SME Brand Excellence 2011 Award 2007 from the 2010 Product Excellence Award Gold Award for The Most SMI Association of Malaysia. (Category III) in Industry Promising Brand and Silver Silver Award (Fast Food) Award (Retail – Fast Food) Malaysia Book of Records Excellence Award 2010 in the Putra Brand Awards organised by Ministry of in the Putra Brand Awards for achieving the largest organised by 4As (Association organised by 4As (Association of Kopitiam chain in Malaysia International Trade and of Accredited Advertising Industry (MITI).