Novena AR 030401
Novena AR 030401
Novena AR 030401
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NOVENA<br />
H O L D I N G S L T D<br />
annual<br />
report<br />
2000
corporate profile<br />
corporate profile<br />
<strong>Novena</strong> started out as a furniture retailer in the heartland of<br />
the Jurong East HDB in 1984. Since then, we have grown to<br />
an extensive retail network of 20 outlets covering a total sales<br />
area of over 9,000 sq m.<br />
Our furniture and furnishings portfolio has expanded to<br />
incorporate three different brand names. Each brand depicting<br />
distinct style and range, targeting different consumer segments.<br />
Our principal activities include the manufacturing, retailing,<br />
export and wholesale of household and office furniture and<br />
furnishings.<br />
Today, we have offices in Singapore and the People’s Republic<br />
of China with two factories in Shenzen and Suzhou. We have<br />
also set-up two B2C furniture portals to provide online shopping<br />
for the Singapore market.
contents<br />
Corporate Information 2<br />
Group Structure 3<br />
Our Products 4<br />
Chairman’s Statement 6<br />
Deputy Chairman & CEO’s Message 7<br />
Business Outlook & Prospects 9<br />
Board of Directors 10<br />
Financial Report 13<br />
contents
corporate information<br />
2<br />
corporate information<br />
BO<strong>AR</strong>D OF DIRECTORS<br />
Tony Phua, Chairman<br />
Dr Toh Soon Huat, Deputy Chairman/Chief Executive Officer<br />
Goh Cheng Chua Silvester<br />
Chong Hon Kuan Ivan<br />
Tay Beng Chuan<br />
Wong Meng Yeng<br />
JOINT COMPANY SECRET<strong>AR</strong>Y<br />
Lim Bee Eng<br />
Heng Hang Siong, CPA<br />
REGISTERED OFFICE<br />
47 Sungei Kadut Avenue<br />
Singapore 729670<br />
SH<strong>AR</strong>E REGISTR<strong>AR</strong> AND SH<strong>AR</strong>E<br />
TRANSFER OFFICE<br />
M&C Services Private Limited<br />
138 Robinson Road #17-00<br />
Hong Leong Centre<br />
Singapore 068906<br />
AUDITORS AND REPORTING<br />
ACCOUNTANTS<br />
Arthur Andersen<br />
Certified Public Accountants<br />
10 Hoe Chiang Road #18-00<br />
Keppel Towers<br />
Singapore 089315<br />
PRINCIPAL BANKERS<br />
Overseas Union Bank Limited<br />
1 Raffles Place<br />
OUB Centre<br />
Singapore 048616<br />
The Development Bank of Singapore Ltd<br />
6 Shenton Way<br />
DBS Building<br />
Singapore 068809
group structure<br />
100% 100% 100%<br />
<strong>Novena</strong><br />
Furnishing<br />
Centre Pte Ltd<br />
60% group<br />
Shenzhen Calo<br />
<strong>Novena</strong> Furniture<br />
Co., Ltd<br />
100%<br />
The White<br />
Collection<br />
Pte Ltd<br />
<strong>Novena</strong> Holdings<br />
Limited<br />
Castilla Design<br />
Pte Ltd<br />
100%<br />
Dorino<br />
Furnishing Pte Ltd<br />
(Dormant)<br />
<strong>Novena</strong><br />
Investment<br />
Pte Ltd<br />
75%<br />
Suzhou <strong>Novena</strong><br />
Furniture<br />
Co., Ltd<br />
structure<br />
3
our products<br />
4<br />
our products<br />
THE FAVOURITE AMONGST FIRST TIME<br />
HOME BUYERS AND YOUNG FAMILIES<br />
FOR NE<strong>AR</strong>LY TWO DECADES.<br />
The <strong>Novena</strong> Collection comprises a full range of home<br />
furniture and furnishings for the living room, dining room,<br />
children’s room, bedroom and home accessories. These<br />
collections of economical and practical home styles cater to<br />
the mass market, providing wide variety of choice in colour<br />
and design.<br />
LUXURIOUS LIVING WITH ORIGINAL<br />
ITALIAN FURNITURE.<br />
Castilla Design defines fine Italian furniture, renowned for its<br />
excellent craftsmanship. The collection covers a full range of<br />
Italian contemporary lifestyle from living room, dining room, and<br />
bedroom to accessories. Castilla Design displays the modern<br />
Italian trends in stylish and luxurious living. The collection is<br />
designed for those seeking Italian contemporary living.<br />
S Y
A HOME IS WHERE OUR HE<strong>AR</strong>TS AND<br />
MIND RELAX.<br />
Modern Living evokes simplicity, which brings us back to<br />
the erstwhile days where life was natural, basic and cheerful.<br />
With modern technology and materials used coupled with<br />
boundless versatility in design, it creates sleek lines and chic<br />
attraction for you to experience simple yet modern sensation.<br />
Modern Living is for the modern, simple lifestyle that gives<br />
enjoyment in trendy fashion of today’s modern environment.<br />
SLEEK, MODERN, SIMPLE AND<br />
STYLISH AT A MODEST PRICE.<br />
The White Collection promotes simple and modern lifestyle.<br />
With furniture and furnishings for the living and dining room, this<br />
collection embodies a unique design and colour scheme<br />
influenced by modern design. Latest technology and materials<br />
are utilised to create the sleek contours and modern attraction of<br />
each piece of work. The White Collection provides options for<br />
young working professionals through its wide selection.<br />
E<br />
L<br />
our products<br />
our products<br />
5
chairman’s message<br />
chairman’s message<br />
On behalf of the Board of Directors, I am pleased to report <strong>Novena</strong> Holdings Limited’s results for the<br />
financial year ended 31 December 2000. This is the Group’s inaugural Annual Report since our<br />
listing on the Singapore Exchange on 18 December 2000. The net proceeds from the issue of new<br />
shares will be used to invest in the business integrated solution aimed at improving the effectiveness<br />
of our total business management activities in our daily operations and for working capital purposes.<br />
REVIEW OF PERFORMANCE<br />
For the year under review, the Group reported a 9.6% increase in turnover of S$38.67 million<br />
compared from the S$35.29 million recorded the previous year despite the intense competition in<br />
furniture and furnishing industry. The increase was achieved despite a decrease in profit before tax<br />
from S$4.08 million in 1999 to S$2.87 million in 2000. This improved performance was due to the<br />
increase of sales from <strong>Novena</strong> product line by 7.75%. Similarly, The White Collection, launched in<br />
March last year achieved a considerable amount in sales during the same year. Castilla Design<br />
registered a decline in sales but this was offset by the favourable performance of <strong>Novena</strong> and The<br />
White Collection. The Group’s operating results after tax also decreased from S$2.96 million in the<br />
previous year to S$1.9 million for the year ended 31 December 2000.<br />
CURRENT YE<strong>AR</strong> PROSPECTS<br />
The Group’s present position could be affected by the volatility of the Singapore economy, for the<br />
reason that the FY2001 is expected to be a challenging year for the furniture retail sector.<br />
Nonetheless, sales from <strong>Novena</strong> Furnishing Centre and The White Collection are expected to remain<br />
buoyant while weaker demand for expensive furniture will affect the sales of Castilla, which is<br />
targeted at the upper market.<br />
Recent increase in the number of outlets in Singapore will eventually strengthen the Group’s current<br />
position in the Singapore market. Barring any unforeseen circumstances, the Group anticipates profits<br />
from the operations excluding exceptional items if any; will most likely not be able to exceed the<br />
preceding year’s level.<br />
IN APPRECIATION<br />
On behalf of the Board, I would like to thank our clients, business associates and shareholders for<br />
their steadfast support. We would also like to express our appreciation to our management and staff<br />
for their dedication and commitment in support for the Group.<br />
Mr Tony Phua<br />
Mr Tony Phua<br />
Chairman
For the year under review, we had focused our efforts on strengthening our core businesses in<br />
manufacture and retail of household furniture and furnishings under four different brand names, namely<br />
“<strong>Novena</strong>”, “Castilla Design”, “The White Collection” and “Modern Living”. The Group’s other<br />
businesses include wholesale & export.<br />
With a proven track record and experience, <strong>Novena</strong> has come a long way to achieve its vision of<br />
becoming a leading one-stop home furniture and furnishings provider that offers excellent customer<br />
service and good value and quality products. This vision embodies the Group’s commitment to<br />
provide a wide range and variety of products; competitive pricing; aesthetically appealing, comfortable<br />
and durable products; easily accessible retail outlets with conducive display environment; capacity in<br />
quantity purchase and stock availability; constant staff training and upgrading programs service<br />
standards; and consistent improvements in product design and technology.<br />
RETAILING<br />
deputy chairman’s & CEO’s message<br />
The existing competition in Singapore’s furniture and furnishings retail industry is intense. The number<br />
of furniture retailers has been increasing continuously and the demands and preferences of consumers<br />
continue to evolve. In order to cope with these elements, the Group stays competitive in pricing and<br />
continues to develop the style and variety of its product range.<br />
MANUFACTURING<br />
The Group’s various product lines are manufactured in two factories situated in the People’s Republic<br />
of China aside from its sources from other factories in Asia and Europe. We manufacture quality<br />
bedroom and living room furniture for both local and overseas distribution. What makes this product<br />
line unique is that it is produced in knockdown panel components, which we call “KD furniture”. They<br />
are packed in panel form and assembled on-site upon delivery. The design gives us space saving<br />
benefits that reduces operational costs, easy storage for increased production efficiency, easy<br />
handling that reduce damage when in transport, easy replacement of damaged parts and<br />
lower transportation overhead charges since more units can be delivered at a given time.<br />
WHOLESALE AND EXPORT<br />
Our in-house manufactured products for the living room, bedroom, children’s room and<br />
other accessories are sold on a wholesale basis to retailers in Singapore. In the PRC<br />
market, the products are distributed through Shenzhen Calo <strong>Novena</strong> Furniture Co., Ltd. and<br />
Suzhou <strong>Novena</strong> Furniture Co., Ltd. to widen our distribution network. In FY2001,<br />
we continue to export to countries like South Africa, Taiwan, Philippines and Japan.<br />
In addition, we are planning to penetrate into other European markets.<br />
Dr Toh Soon Huat<br />
deputy chairman’s<br />
& ceo’s message<br />
7
deputy chairman’s & ceo’s message<br />
8<br />
deputy chairman’s & CEO’s Message<br />
E-COMMERCE<br />
Electronic commerce business is enhancing the traditional methods of commerce and trade.<br />
The Group has set up two B2C furniture portals to provide online shopping for the Singapore<br />
market in October 2000. It was created to provide online identity for our business, build brand<br />
loyalty and to generate revenue from our furniture portal.<br />
CONCLUSION<br />
<strong>Novena</strong> Holdings Limited is commited to continue strengthening its businesses in the future. The<br />
management is confident that it will continue to lead the way for growth and profitability for the<br />
coming years.<br />
On behalf of the Board of Directors, I would like to thank our business associates, customers<br />
and suppliers for their continuing support.<br />
I would also like to extend my appreciation to the Board of Directors, management and staff for<br />
their dedication and commitment.<br />
FINANCIAL HIGHLIGHTS<br />
40.0<br />
35.0<br />
30.0<br />
25.0<br />
20.0<br />
15.0<br />
10.0<br />
5.0<br />
0<br />
26.8<br />
Entreprise 50 Award<br />
Ranked 32nd<br />
38.7<br />
OUR ACHIEVEMENTS<br />
Group of Companies<br />
Turnover ($’million)<br />
35.3<br />
1998 1999 2000<br />
Quality Service<br />
Award 2000<br />
4.5<br />
4.0<br />
3.5<br />
3.0<br />
2.5<br />
2.0<br />
1.5<br />
1.0<br />
0.5<br />
0.0<br />
Excellent Sales<br />
Award 1999<br />
Dr Toh Soon Huat<br />
Deputy Chairman/<br />
Chief Executive Officer<br />
Profit Before Tax ($’million)<br />
1.2<br />
4.08<br />
2.87<br />
1998 1999 2000<br />
Year end - 31 December Year end - 31 December<br />
Excellent Business<br />
Development Award 1998<br />
(Local and Overseas)
usiness outlook & prospects<br />
The Singapore economic growth rate in Year 2000 was 9.9%, as published by the<br />
Singapore government, compared to the forecast of 7-9% 1 . Preliminary domestic product<br />
growth in 2001 is forecasted to be at 3.5% to 5.5% 2 .<br />
To be able to meet the expected challenge in the furniture industry, we will expand our<br />
retail network, enhance our market presence, and increase our customer base. Furthermore,<br />
we plan to invest in a business integration system to better integrate activities from<br />
purchasing, point-of-sales, to delivery of products to customers likewise supporting our Ecommerce<br />
activities. The proposed investment will start in FY2001 and completed in the<br />
same year.<br />
1 http//www.mof.gov.sg/bud2001,”Economic Performance in 2001"<br />
2 The Straits Times, Wednesday 11 April 2001, “Forecast is 3.5 - 5.5% Growth”<br />
business outlook &<br />
prospects<br />
9
oard of directors<br />
10<br />
board of directors<br />
audit committee<br />
From left to right: Goh Cheng Chua, Ivan Chong, Tony Phua,<br />
Dr Toh Soon Huat, Tay Beng Chuan & Wong Meng Yeng<br />
From left to right:<br />
Wong Meng Yeng<br />
Tay Beng Chuan<br />
Dr Toh Soon Huat
oard of directors<br />
Mr Tony Phua is our Non-Executive Chairman. He has over 20 years of entrepreneur experience in<br />
business operations and investments. He is the Chairman of various companies including Supreme<br />
Stainless Steel Pte Ltd, Da Vinci, Europe Kitchen Station Pte Ltd and Evergreat. These companies are<br />
involved in various business including kitchen utensils, upmarket household products and lighting,<br />
general trading and investments. He is also currently a patron of Whampoa Citizens’ Consultative<br />
Committee.<br />
Dr Toh Soon Huat is our founder, Deputy Chairman and Chief Executive Officer. He holds a PhD in Business<br />
Administration for Professional Studies from Southern California University at Santa Ana, USA and possesses<br />
more than 15 years of business experience in the furniture industry, particularly in the areas of retail business<br />
and brand development. He founded the business in 1984 and has been deeply involved and instrumental in<br />
the growth of our Group. Under his leadership, our Group has successfully established four different brands of<br />
furniture for retail in Singapore. In particular, the <strong>Novena</strong> brand which has become an established household<br />
brand in Singapore and in the PRC market. Dr Toh Soon Huat’s responsibilities include the management of our<br />
overall business, particularly in the areas of business development and expansion.<br />
Mr Silvester Goh Cheng Chua was appointed as our Non-Executive Director on 15 February 2000.<br />
He was admitted as a member of The Association of Chartered Certified Accountants in 1974 and has<br />
over 30 years of experience in the financial arena covering audit, corporate finance, fund management<br />
and stockbroking. He is the Head of Business Entreprise of NTUC Income since 1998. Prior to joining<br />
NTUC Income, he was an executive director of OCBC Asset Management Pte Ltd from 1991 to 1996.<br />
Mr Ivan Chong Hon Kuan was appointed as our Non-Executive Director on 4 December 2000. He is the<br />
chairman and chief executive officer of Publicis Eureka Pte Ltd, an advertising agency in Singapore. He is also<br />
currently the vice president of the Consumers Association of Singapore. In the past, he had served as president<br />
of the Association of Accredited Advertising Agents from 1991 to 1994. From 1994 to 1997, he was the<br />
chairman of the Advertising Standards Authority of Singapore. He was also a member of the Programme<br />
Advisory Committee of the Singapore Broadcasting Authority. In 1997, he was appointed vice chairman of the<br />
Aljunied Citizen’s Consultative Committee. He is a General Certificate of Education ordinary level holder.<br />
Mr Tay Beng Chuan was appointed as our independent Director on 4 December 2000. He is currently a<br />
Nominated Member of Parliament. He has also, since 1997, been serving as President of The Singapore<br />
Chinese Chamber of Commerce & Industry. He is the chairman of various companies including Paos Industries<br />
Pte Ltd, Premium Funding Singapore Pte Ltd, Guangxi Fanchenggang Yayuan Container Depot & Warehousing<br />
Co Ltd, Fujian Zhangzhou Paint Factory and Guizhou Guiyuan Phos-Chem Inc. These companies are involved<br />
in various businesses including aqua-agro technology resources, insurance premium funding, palm oil industrial<br />
products, acrylic manufacturing, general trading and investments and shipping. In addition, he is the managing<br />
director of Ocean Navigation Pte Ltd, Winnow Investments Pte Ltd and Alor Star Shipping Pte Ltd. He holds a<br />
Diploma of Commerce from the Gordon Technical Institute in Australia.<br />
Mr Wong Meng Yeng was appointed as our independent Director on 4 December 2000. He<br />
graduated from the National University of Singapore in 1983 with a Bachelor of Laws (Honours) degree.<br />
He has been an advocate and solicitor in Singapore with Abraham Low & Partners since 1984 where<br />
he is a partner and heads the corporate practice group. He is currently a member of the audit committee<br />
of Multi-Chem Limited, a company listed on SGX Sesdaq.<br />
11
financial report<br />
contents<br />
Director’s Report 13<br />
Statement by Directors 18<br />
Auditor’s Report 19<br />
Balance Sheets 20<br />
Statements of Profit and Loss 21<br />
Consolidated Statement of Cash Flows 23<br />
Notes to the Financial Statements 25<br />
Statistics of Shareholdings 38<br />
Notice of AGM 39<br />
Proxy Form 41
Director’s Report 31 December 2000<br />
(Amounts in Singapore dollars)<br />
The directors are pleased to present their report to the members together with the audited financial statements of the Company<br />
and the consolidated financial statements of the Company and its subsidiaries (the Group) for the financial year ended 31<br />
December 2000.<br />
Directors<br />
The directors of the Company in office at the date of this report are:<br />
Toh Soon Huat<br />
Phua Ah Kow<br />
Goh Cheng Chua (appointed on 15 February 2000)<br />
Chong Hon Kuan, Ivan (appointed on 4 December 2000)<br />
Tay Beng Chuan (appointed on 4 December 2000)<br />
Wong Meng Yeng (appointed on 4 December 2000)<br />
Principal Activities<br />
The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are as shown in<br />
Note 6 to the accompanying financial statements.<br />
There have been no significant changes in the nature of these activities during the financial year.<br />
Employees<br />
The total number of employees in the Company and the Group at the end of the financial year was Nil and 443 respectively<br />
(1999: Nil and 393).<br />
Results For The Financial Year<br />
Group Company<br />
$ $<br />
Profit after taxation 1,989,220 1,927,204<br />
Minority interests (93,384) -<br />
Profit attributable to members of the Company, being unappropriated profits carried forward 1,895,836 1,927,204<br />
Transfers To or From Reserves or Provisions<br />
Except as shown in the financial statements, there were no material transfers to or from reserves or provisions during the<br />
financial year.<br />
Acquisition and Disposal of Subsidiaries<br />
There were no acquisition or disposal of subsidiaries during the financial year.<br />
13
14<br />
Director’s Report (continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
Issue of Shares or Debentures<br />
During the financial year, the Company increased its authorised, issued and paid up share capital as follows:<br />
(i) Increase in the authorised share capital of the Company from $10,000,000 comprising 10,000,000 ordinary shares<br />
of $1.00 each to $20,000,000 comprising 20,000,000 ordinary shares of $1.00 each;<br />
(ii) Capitalisation of a total of $2,226,547 and $728,947 from the revenue reserve account and capital reserve account<br />
respectively by way of a bonus issue of 2,955,494 new ordinary shares of $1.00 each to the Company’s then existing<br />
shareholders on the basis of 1 ordinary share for every 2 shares held in the capital of our Company;<br />
(iii) Sub-division of 3 existing ordinary shares of $1.00 each in the existing authorised and issued and paid up share capital<br />
of the Company into 20 ordinary shares of $0.15 each; and<br />
(iv) Issue of 11,000,000 new ordinary shares of $0.15 each at $0.235 per share pursuant to the initial public offering<br />
(“IPO”) of the Company.<br />
The shares issued during the financial year rank pari passu in all respects with the existing ordinary shares of the Company.<br />
No other shares or debentures were issued by the Company or its subsidiaries during the financial year.<br />
Arrangements to Enable Directors to Acquire Shares or Debentures<br />
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was<br />
to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other<br />
body corporate.<br />
Directors’ Interests in Shares and Debentures<br />
The interests of the directors who held office at the end of the financial year in the shares or debentures of the Company and<br />
related corporations (other than wholly owned subsidiaries) were as follows:<br />
Held by director as at<br />
1 January<br />
2000 or date of<br />
appointment if 31 December 21 January<br />
later 2000 2001<br />
<strong>Novena</strong> Holdings Limited<br />
Toh Soon Huat 3,376,036 33,760,360 33,760,360<br />
Phua Ah Kow 591,099 5,910,990 5,910,990<br />
By virtue of Section 7 of the Companies Act, Cap. 50, Dr Toh Soon Huat is deemed to have an interest in all of the subsidiaries<br />
of <strong>Novena</strong> Holdings Limited, all of which are wholly-owned at the beginning and at the end of the financial year.<br />
No other director who held office at the end of the financial year had an interest in the shares or debentures of any company in<br />
the Group.
Director’s Report (continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
Directors’ Contractual Benefits<br />
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than a benefit<br />
included in the aggregate amount of emoluments shown in the financial statements, any fixed salary of a full-time employee of the<br />
Company, or any emoluments received from a related corporation) by reason of a contract made by the Company or a related<br />
corporation with the director or with a firm of which the director is a member or with a company in which the director has a<br />
substantial financial interest.<br />
Dividends<br />
The directors do not recommend payment of a dividend and no dividend has been paid or declared since the end of the previous<br />
financial year.<br />
Bad and Doubtful Debts<br />
Before the financial statements of the Company were prepared, the directors took reasonable steps to ascertain that proper<br />
action had been taken in relation to the writing off of bad debts and providing for doubtful debts of the Company and satisfied<br />
themselves that no debts are required to be written off and adequate provision had been made for doubtful debts.<br />
At the date of this report, the directors are not aware of any circumstances which would require any debts to be written off or the<br />
amount of provision for doubtful debts in the Group inadequate to any substantial extent.<br />
Current Assets<br />
Before the financial statements of the Company were prepared, the directors took reasonable steps to ascertain that any current<br />
assets of the Company which were unlikely to realise their book values in the ordinary course of business had been written down<br />
to their estimated realisable values or that adequate provision had been made for the diminution in values of such current assets.<br />
At the date of this report, the directors are not aware of any circumstances which would render the values attributed to current<br />
assets in the consolidated financial statements misleading.<br />
Charges on Assets and Contingent Liabilities<br />
At the date of this report, no charge on the assets of the Company or any corporation in the Group which secures the liabilities<br />
of any other person has arisen since the end of the financial year and no contingent liability of the Company or any corporation<br />
in the Group has arisen since the end of the financial year.<br />
Ability to Meet Obligations<br />
No contingent or other liability of the Company or any corporation in the Group has become enforceable or is likely to become<br />
enforceable within the period of twelve months after the end of the financial year, which will or may substantially affect the ability<br />
of the Company and the Group to meet their obligations as and when they fall due.<br />
Other Circumstances Affecting Financial Statements<br />
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the<br />
consolidated financial statements which would render any amount stated in the financial statements of the Company and the<br />
consolidated financial statements of the Group misleading.<br />
15
16<br />
Director’s Report (continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
Unusual Items<br />
In the opinion of the directors, the results of the operations of the Company and of the Group for the financial year have not been<br />
substantially affected by any item, transaction or event of a material and unusual nature.<br />
Unusual Items After the Financial Year<br />
In the opinion of the directors, in the interval between the end of the financial year and the date of this report, no item, transaction<br />
or event of a material and unusual nature likely to affect substantially the results of the operations of the Company and of the<br />
Group for the financial year in which this report is made has arisen.<br />
Share Options<br />
During the financial year, no options to take up unissued shares of the Company or any subsidiary were granted and no shares<br />
were issued by virtue of the exercise of options to take up unissued shares of the Company or any subsidiary.<br />
Corporate Governance<br />
Board of Directors<br />
The Board of Directors (the “Board”) comprises of an executive director (the “chairman”) and five non-executive directors. The<br />
Board holds meetings on a regular basis and is responsible for the corporate governance and strategy of the Group. The Board<br />
supports recent developments to improve corporate governance and confirms compliance with the Best Practices Guide relating<br />
to Audit Committee and Dealings in Securities issued by the Stock Exchange of Singapore Limited.<br />
The Board supervises the management of the business and affairs of the Group. Apart from its statutory responsibilities, the Board<br />
approves the Group’s strategic plans, key operational initiatives, major investment and funding decisions; reviews the financial<br />
performance of the Group and evaluates the performance of senior management personnel and determines the compensation of<br />
the Group Managing Director. These functions are carried out by the Board directly or through Board committees such as the<br />
Audit Committee.<br />
Audit Committee<br />
The Audit Committee comprises one executive director and two independent non-executive directors, one of whom is also the<br />
Chairman of the Committee. The members of the Committee are:<br />
Tay Beng Chuan (Chairman)<br />
Toh Soon Huat<br />
Wong Meng Yeng<br />
The Committee performs the functions set out in the Companies Act. In performing those functions, the Committee reviewed the<br />
overall scope of both internal and external audits and the assistance given by the Company’s officers to the auditors. The<br />
Committee met with the internal and external auditors to discuss the results of their respective examinations and their evaluation<br />
of the systems of internal accounting controls. The Committee also reviewed the financial statements of the Company and the<br />
consolidated financial statements of the Group for the year ended 31 December 2000, as well as the external auditors’ report<br />
thereon.<br />
The Audit Committee has recommended to the Board of Directors that the auditors, Arthur Andersen, be nominated for reappointment<br />
as auditors at the following Annual General Meeting of the Company.
Director’s Report (continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
Other Information Required by the Singapore Exchange Securities Trading Limited<br />
No material contracts to which the Company or any of its subsidiaries, is a party and which involve directors’ interests subsisted<br />
at the end of the financial year, or have been entered into since the end of the previous financial year.<br />
Auditors<br />
Arthur Andersen have expressed their willingness to accept re-appointment as auditors of the Company.<br />
On behalf of the Board of Directors<br />
TOH SOON HUAT PHUA AH KOW<br />
Director Director<br />
Singapore<br />
12 March 2001<br />
17
18<br />
Statement by Directors<br />
In the opinion of the directors, the financial statements set out on pages 10 to 35 are drawn up so as to give a true and fair view<br />
of the state of affairs of the Company and of the Group as at 31 December 2000, the results and changes in equity of the<br />
Company and of the Group and the cash flows of the Group for the year then ended and at the date of this statement there are<br />
reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.<br />
On behalf of the Board of Directors<br />
TOH SOON HUAT PHUA AH KOW<br />
Director Director<br />
Singapore<br />
12 March 2001
Auditors’ Report to the Members of <strong>Novena</strong> Holdings Limited<br />
We have audited the financial statements of <strong>Novena</strong> Holdings Limited and the consolidated financial statements of <strong>Novena</strong><br />
Holdings Limited and its subsidiaries as at 31 December 2000 and for the year then ended set out on pages 10 to 35. These<br />
financial statements are the responsibility of the Company’s directors. Our responsibility is to express an opinion on these<br />
financial statements based on our audit.<br />
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and<br />
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An<br />
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit<br />
also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the<br />
overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.<br />
In our opinion:<br />
(a) the financial statements and consolidated financial statements are properly drawn up in accordance with the provisions<br />
of the Companies Act and Statements of Accounting Standard in Singapore and so as to give a true and fair view of:<br />
(i) the state of affairs of the Company and of the Group as at 31 December 2000, the results and changes in equity<br />
of the Company and of the Group and the cash flows of the Group for the year then ended; and<br />
(ii) the other matters required by Section 201 of the Act to be dealt with in the financial statements and consolidated<br />
financial statements;<br />
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by those<br />
subsidiaries incorporated in Singapore of which we are the auditors, have been properly kept in accordance with the<br />
provisions of the Act.<br />
We have considered the financial statements and the auditors’ reports of all subsidiaries of which we have not acted as auditors,<br />
being financial statements included in the consolidated financial statements. The names of these subsidiaries are disclosed in<br />
Note 6 to the financial statements.<br />
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the<br />
Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial<br />
statements and we have received satisfactory information and explanations as required by us for those purposes.<br />
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and in respect of the<br />
subsidiaries incorporated in Singapore did not include any comment made under Section 207(3) of the Act.<br />
Arthur Andersen<br />
Certified Public Accountants<br />
Singapore<br />
12 March 2001<br />
19
20<br />
Balance Sheets as at 31 December 2000<br />
(Amounts in Singapore dollars)<br />
Note Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Share capital and reserves<br />
Share capital 3 10,516,482 5,910,988 10,516,482 5,910,988<br />
Reserves 4 4,163,196 5,006,568 83,639 1,045,148<br />
14,679,678 10,917,556 10,600,121 6,956,136<br />
Minority interest 1,657,135 1,505,002 - -<br />
16,336,813 12,422,558 10,600,121 6,956,136<br />
Fixed assets 5(a) 19,661,946 15,089,497 - -<br />
Land occupancy rights 5(b) 1,707,636 1,679,229 - -<br />
Subsidiaries 6 - - 6,049,957 6,299,265<br />
Current assets<br />
Stocks 7 7,696,055 7,286,933 - -<br />
Trade debtors 8 2,459,024 2,135,517 - -<br />
Deposits and other debtors 9 1,264,017 762,266 17,603 170<br />
Due from affiliated companies (trade) 154,121 366,342 - -<br />
Due from subsidiaries(non-trade) 10 - - 4,749,231 649,000<br />
Fixed deposits 11 620,167 620,167 - -<br />
Cash and bank balances 2,562,918 2,056,461 165,100 21,201<br />
Current liabilities<br />
14,756,302 13,227,686 4,931,934 670,371<br />
Trade creditors 2,957,056 2,978,173 - -<br />
Bills payable to banks 1,295,355 695,576 - -<br />
Other creditors and accruals 12 3,572,731 2,604,176 327,426 13,500<br />
Provision for tax 1,129,565 1,303,000 2,904 -<br />
Due to affiliated companies (trade) 43,868 122,486 - -<br />
Due to affiliated companies (non-trade) 10 103,040 129,042 - -<br />
Due to a subsidiary (non-trade) 10 - - 51,440 -<br />
Term loans – current portion 13 971,991 813,211 - -<br />
Bank overdrafts 13 1,328,130 3,285,252 - -<br />
Short term loans 13 1,463,000 1,507,500 - -<br />
Hire purchase liabilities - current portion 14 173,588 200,464 - -<br />
13,038,324 13,638,880 381,770 13,500<br />
Net current assets (liabilities) 1,717,978 (411,194) 4,550,164 656,871<br />
Non-current liabilities<br />
Term loans - non-current portion 13 6,357,293 3,546,702 - -<br />
Deferred tax 122,612 98,612 - -<br />
Hire purchase liabilities - non-current portion 14 270,842 289,660 - -<br />
16,336,813 12,422,558 10,600,121 6,956,136<br />
The accompanying notes are an integral part of the financial statements.
Statements of Profit and Loss for the Year ended 31 December 2000<br />
(Amounts in Singapore dollars)<br />
Note Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Turnover 15 38,670,824 35,290,076 2,987,919 516,000<br />
Cost of sales (23,016,487) (21,411,773) - -<br />
Gross profit 15,654,337 13,878,303 2,987,919 516,000<br />
Other operating income 1,167,909 1,332,758 - -<br />
Distribution and selling expenses (4,789,433) (4,135,145) - -<br />
Administrative expenses (6,481,978) (5,103,852) (49,488) (10,635)<br />
Other operating expenses (1,954,538) (1,204,592) (249,308) (106,133)<br />
Profit from operations 17 3,596,297 4,767,472 2,689,123 399,232<br />
Financial expenses - net 19 (722,877) (692,258) - -<br />
Profit before tax 2,873,420 4,075,214 2,689,123 399,232<br />
Tax 20 (884,200) (1,064,178) (761,919) (134,160)<br />
Profit after tax 1,989,220 3,011,036 1,927,204 265,072<br />
Minority interests (93,384) (46,980) - -<br />
Profit attributable to shareholders 1,895,836 2,964,056 1,927,204 265,072<br />
Dividends 21 - (153,094) - (153,094)<br />
Unappropriated profit carried forward 1,895,836 2,810,962 1,927,204 111,978<br />
Earnings per share (cents) 22<br />
Basic 3.16 5.01<br />
Diluted 3.16 5.01<br />
The accompanying notes are an integral part of the financial statements.<br />
21
22<br />
Consolidated Statement of Changes in Equity 31 December 2000<br />
(Amounts in Singapore dollars)<br />
Group<br />
Share Share Reserve on Translation Revenue<br />
capital premium consolidation reserve reserve Total<br />
$ $ $ $ $ $<br />
Balance at 1 January 1999 5,910,988 728,947 122,105 588,892 858,305 8,209,237<br />
Currency translation differences - - - 19,462 - 19,462<br />
Amortisation of reserve on consolidation - - (122,105) - - (122,105)<br />
Net profit for the year - - - - 2,964,056 2,964,056<br />
Dividends (Note 21) - - - - (153,094) (153,094)<br />
Balance at 31 December 1999 5,910,988 728,947 - 608,354 3,669,267 10,917,556<br />
Balance at 1 January 2000 5,910,988 728,947 - 608,354 3,669,267 10,917,556<br />
Currency translation differences - - - 149,505 - 149,505<br />
Net profit for the year - - - - 1,895,836 1,895,836<br />
Bonus issue of shares via capitalisation<br />
of revenue reserve & share premium 2,955,494 (728,947) - - (2,226,547) -<br />
Issue of shares in connection with the<br />
Company’s IPO 1,650,000 - - - - 1,650,000<br />
Share premium arises in connection with<br />
the Company’s IPO(net of expenses) - 66,781 - - - 66,781<br />
Balance at 31 December 2000 10,516,482 66,781 - 757,859 3,338,556 14,679,678<br />
Company<br />
Share capital Share premium Revenue reserve Total<br />
$ $ $ $<br />
Balance at 1 January 1999 5,910,988 728,947 204,223 6,844,158<br />
Net profit for the year - - 265,072 265,072<br />
Dividends (Note 21) - - (153,094) (153,094)<br />
Balance at 31 December 1999 5,910,988 728,947 316,201 6,956,136<br />
Balance at 1 January 2000 5,910,988 728,947 316,201 6,956,136<br />
Net profit for the year - - 1,927,204 1,927,204<br />
Bonus issue of shares via capitalisation<br />
of revenue reserve & share premium 2,955,494 (728,947) (2,226,547) -<br />
Issue of shares in connection<br />
with the Company’s IPO 1,650,000 - - 1,650,000<br />
Share premium arises in connection<br />
with the Company’s IPO (net of expenses) - 66,781 - 66,781<br />
Balance at 31 December 2000 10,516,482 66,781 16,858 10,600,121<br />
The accompanying notes are an integral part of the financial statements.
Consolidated Statement of Cash Flows for the year ended 31 December 2000<br />
(Amounts in Singapore dollars)<br />
2000 1999<br />
$ $<br />
Cash flow from operating activities<br />
Profit before tax<br />
Adjustments for:<br />
2,873,420 4,075,214<br />
into ther Depreciation of fixed assets 2,061,047 1,421,772<br />
Gain on disposal of fixed asset (10,865) (9,500)<br />
Gain on disposal of associate company - (53,665)<br />
Interest expense 763,773 718,399<br />
Interest income (40,896) (26,141)<br />
Bad debts written off - 12,000<br />
Provision for doubtful debts 207,309 68,767<br />
Write back of provision for bad debts (4,212) (7,858)<br />
Amortisation of reserve on consolidation - (122,105)<br />
Provision for stock obsolescence 15,260 5,492<br />
Amortisation of land occupancy right 38,244 36,375<br />
Operating profit before working capital changes<br />
Decrease (increase) in:<br />
5,903,080 6,118,750<br />
Stocks (426,796) (591,114)<br />
Trade debtors (527,577) 74,774<br />
Other debtors, deposits and prepayments (501,751) (334,141)<br />
Due from affiliated companies (trade)<br />
Increase (decrease) in:<br />
212,220 (42,479)<br />
Trade creditors (21,117) 272,663<br />
Bills payable to banks 599,779 15,357<br />
Other creditors and accruals 968,555 246,129<br />
Due to affiliated companies (trade) (78,618) 122,486<br />
Due to affiliated companies (non-trade) (26,002) (312,210)<br />
Cash generated from operations 6,101,773 5,570,215<br />
Interest paid (763,773) (718,399)<br />
Interest received 40,896 26,141<br />
Income taxes paid (1,033,635) (188,699)<br />
Translation difference 35,549 -<br />
Net cash generated from operating activities 4,380,810 4,689,258<br />
Cash flow from investing activities<br />
Purchase of fixed assets - net (6,288,738) (1,344,773)<br />
Proceeds from disposal of fixed asset 42,188 9,500<br />
Proceeds from sale of an associate - 300,000<br />
Cash used in investing activities (6,246,550) (1,035,273)<br />
Cash flow from financing activities<br />
Repayment of term loans (790,629) (671,542)<br />
Hire purchase liabilities (252,833) 230,931<br />
Proceeds from issue of new shares 1,716,781 -<br />
Drawdown of term loan 3,760,000 -<br />
Repayment of short term loans (104,000) (1,271,378)<br />
Cash generated from (used in) financing activities 4,329,319 (1,711,989)<br />
23
24<br />
Consolidated Statement of Cash Flows (Continued) for the year ended 31 December 2000<br />
2000 1999<br />
$ $<br />
Net increase in cash and cash equivalents 2,463,579 1,941,996<br />
Cash and cash equivalents at beginning of year (608,624) (2,550,620)<br />
Cash and cash equivalents at end of year (Note A) 1,854,955 (608,624)<br />
Note A: Cash and cash equivalents<br />
Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts:<br />
2000 1999<br />
$ $<br />
Cash and bank balances 2,562,918 2,056,461<br />
Fixed deposits 620,167 620,167<br />
Bank overdrafts (1,328,130) (3,285,252)<br />
Cash and cash equivalents 1,854,955 (608,624)<br />
The accompanying notes are an integral part of the financial statements.
Notes to the Financial Statements 31 December 2000<br />
(Amounts in Singapore dollars)<br />
These notes are an integral part of and should be read in conjunction with the accompanying financial statements.<br />
1. GENERAL<br />
The Company was incorporated in Singapore on 4 November 1993 as a limited exempt private company under the<br />
name of <strong>Novena</strong> Holdings Pte Ltd. On 7 December 2000, the Company was converted into a public limited company<br />
and changed its name to <strong>Novena</strong> Holdings Limited. The address of the Company’s registered office is 47 Sungei Kadut<br />
Avenue Singapore 729670.<br />
The Company was admitted to the official list of the Singapore Exchange Securities Trading Limited Dealing and Automated<br />
Quotation System (SGX – SESDAQ) on 16 December 2000.<br />
The principal activity of the Company is that of investment holdings. The principal activities of the subsidiaries are as<br />
disclosed in Note 6 to the financial statements.<br />
2. SIGNIFICANT ACCOUNTING POLICIES<br />
Basis of preparation<br />
The financial statements, which are expressed in Singapore dollars, are prepared in accordance with Statements of<br />
Accounting Standard in Singapore and under the historical cost convention.<br />
Basis of consolidation<br />
The consolidated financial statements include the financial statements of the Company and its subsidiar y companies.<br />
Significant intercompany balances and transactions have been eliminated on consolidation.<br />
The excess of the fair value of net assets of subsidiaries acquired over the cost of acquisition represents reserve on<br />
consolidation. Reserve on consolidation is amortised over 5 years through the statement of profit and loss.<br />
In the preparation of the consolidated financial statements, the financial statements of the foreign subsidiaries have been<br />
translated from Renminbi to Singapore dollars as follows:<br />
(i) all assets and liabllities at the exchange rates approximating those prevalling on the balance sheet dates;<br />
(ii) share capital and reserves at historical exchange rates; and<br />
(iii) profit and loss items at the average exchange rate for the years<br />
Exchange differences arising from the above translation are taken to translation reserves.<br />
Subsidiaries and associates<br />
Investments in subsidiaries are stated in the financial statements of the Company at cost. Provision is made where there<br />
is a decline in value that is other than temporary.<br />
A subsidiary is a company in which the Group, directly or indirectly, holds more than half of the issued share capital, or<br />
controls more than half of the voting power, or controls the composition of the board of directors.<br />
An associate is a company, not being a subsidiary, in which the Group has an interest of not less than 20% of the equity<br />
and in whose financial and operating policy decisions the Group exercises significant influence.<br />
25
26<br />
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)<br />
Affiliated company<br />
An affiliated company is a company, not being a subsidiary or an associate, in which one or more of the directors or<br />
shareholders of the Company have a significant equity interest or exercise significant influence.<br />
Fixed assets<br />
Fixed assets are stated at cost, less accumulated depreciation.<br />
Leasehold buildings and factory are depreciated using the straight-line method to write off the cost over their lease terms<br />
ranging between 20 to 28 years.<br />
The other fixed assets are depreciated using the staight line method to write-off the cost over their estimated useful lives.<br />
The estimated useful lives have been taken as follows:<br />
Years<br />
Computers 3<br />
Furniture and fittings 3 - 6<br />
Office equipment 3 - 6<br />
Motor vehicles 6<br />
Showroom renovation 3 - 8<br />
Air-conditioners 8<br />
Machinery 8<br />
Land occupancy rights<br />
Land occupancy rights are stated at cost net of recoverable amount, less accumulated amortisation.<br />
Land occupancy rights are amortised using the straight-line method to write off the cost net of recoverable amount, over<br />
the lease term of 50 years.<br />
Finance leases<br />
Fixed assets acquired under finance leases are capitalised and depreciated over their useful lives. The capital elements<br />
of future lease obligations are recorded as liabilities, while the interest elements are charged to income over the period<br />
of the lease to produce a constant rate of charge on the balance of capital repayments outstanding.<br />
Stocks<br />
Stocks are stated at the lower of cost (determined on a first-in, first-out basis) and net realisable value. Cost includes<br />
materials, all direct expenditure and an attributable proportion of overheads. Provision is made for deteriorated, damaged,<br />
obsolete and slow moving stocks.<br />
Turnover and revenue recognition<br />
Sales are recognised net of goods and services tax and discounts when goods have been delivered and accepted by the<br />
customer.<br />
Dividend income is recognised gross on the date it is declared payable by the investee company<br />
Group turnover excludes intercompany transactions.
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)<br />
Income tax<br />
Income tax expense is determined on the basis of tax effect accounting, using the liability method and is applied to all<br />
significant timing differences. Deferred tax benefits are not recognised unless there is reasonable expectation of their<br />
realisation.<br />
Foreign currencies<br />
Transactions in foreign currencies are recorded in the respective functional currencies using exchange rates approximating<br />
those ruling at the transaction dates. Foreign currency monetary assets and liabilities at the balance sheet date are<br />
translated into the respective functional currencies at exchange rates approximating those ruling at that date. All resultant<br />
exchange differences are dealt with through the statement of profit and loss.<br />
Segment Reporting<br />
For management purposes, the Group is organised on a world-wide basis into two major operating businesses. The<br />
businesses are the basis on which the Group reports its primary segment information.<br />
Segment revenue, expenses and results include transfers between business segments Such transfers are accounted for on<br />
an arm’s length basis.<br />
3. SH<strong>AR</strong>E CAPITAL<br />
2000 1999<br />
$ $<br />
Authorised<br />
- 133,333,333 ordinary shares of $0.15 each<br />
(1999: 10,000,000 ordinary shares of $1.00 each) 20,000,000 10,000,000<br />
Issued and fully paid<br />
At beginning and end of the year<br />
- 70,109,880 ordinary shares of $0.15 each<br />
(1999: 5,910,988 ordinary shares of $1.00 each) 10,516,482 5,910,988<br />
During the financial year, the Company increased its authorised and issued and paid-up share capital as follows:<br />
(i) Increase in the authorised share capital of the Company from $10,000,000 comprising 10,000,000 ordinary<br />
shares of $1.00 each to $20,000,000 comprising 20,000,000 ordinary shares of $1.00 each;<br />
(ii) Capitalisation of a total of $2,226,547 and $728,947 from the revenue reserve account and capital reserve<br />
account respectively by way of a bonus issue of 2,955,494 new ordinary shares of $1.00 each to the Company’s<br />
then existing shareholders on the basis of 1 ordinary share for every 2 shares held in the capital of our Company;<br />
(iii) Sub-division of 3 existing ordinary shares of $1.00 each in the existing authorised and issued and paid up share<br />
capital of the Company into 20 ordinary shares of $0.15 each; and<br />
(iv) Issue of 11,000,000 new ordinary shares of $0.15 each at $0.235 per share pursuant to the initial public<br />
offering of the Company.<br />
27
28<br />
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
4. RESERVES<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
At end of year<br />
Share Premium 66,781 728,947 66,781 728,947<br />
Translation reserve 757,859 608,354 - -<br />
824,640 1,337,301 66,781 728,947<br />
Accumulated profits<br />
Retained by:<br />
3,338,556 3,669,267 16,858 316,201<br />
Company 16,858 316,201 16,858 316,201<br />
Subsidiaries 3,321,698 3,353,066 - -<br />
3,338,556 3,669,267 16,858 316,201<br />
Total 4,163,196 5,006,568 83,639 1,045,148<br />
The movement in the reserves are shown in the statement of changes in equity<br />
5(a). FIXED ASSETS<br />
Leasehold Furniture Office Motor Showroom Air<br />
Group buildings Factory Computers and fixtures equipment vehicles renovation conditioners Machinery Total<br />
$ $ $ $ $ $ $ $ $ $<br />
Cost<br />
As at 1.1.2000 6,911,490 6,099,766 257,190 1,382,357 79,776 1,476,317 746,121 209,800 4,470,903 21,633,720<br />
Additions 4,851,354 - 122,773 693,981 28,143 212,790 538,940 26,800 21,096 6,495,877<br />
Disposals - - - (8,452) - (71,877) - - (80,731) (161,060)<br />
Translation difference 61,268 - - 17,124 - 9,006 - - 168,954 256,352<br />
As at 31.12.2000 11,824,112 6,099,766 379,963 2,085,010 107,919 1,626,236 1,285,061 236,600 4,580,222 28,224,889<br />
Accumulated depreciation<br />
As at 1.1.2000 1,358,454 1,089,244 219,382 787,457 58,220 634,057 493,457 127,467 1,776,485 6,544,223<br />
Charge for the year 474,473 217,849 61,874 295,250 16,850 274,753 259,633 20,933 439,431 2,061,047<br />
Disposals - - - (6,021) - (55,382) - - (68,334) (129,737)<br />
Translation difference 8,595 - - 6,713 - 5,137 - - 66,966 87,410<br />
As at 31.12.2000 1,841,522 1,307,093 281,256 1,083,399 75,070 858,565 753,090 148,400 2,214,548 8,562,943<br />
Charge for 1999 262,512 217,850 25,893 185,412 8,888 247,033 155,503 16,467 302,214 1,421,772<br />
Net book values<br />
As at 31.12.2000 9,982,590 4,792,673 98,707 1,001,611 32,849 767,671 531,971 88,200 2,365,674 19,661,946<br />
As at 31.12.1999 5,553,036 5,010,522 37,808 594,900 21,556 842,260 252,664 82,333 2,694,418 15,089,497<br />
Motor vehicles with net book value of $656,000 (1999: $650,000) were acquired under hire purchase contracts. The<br />
subsidiaries’ factory and leasehold buildings are mortgaged to a bank to secure the bank overdraft and term loans<br />
granted to the subsidiaries (see Note 13).
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
5(b). LAND OCCUPANCY RIGHTS<br />
Group<br />
2000 1999<br />
$ $<br />
Cost 1,689,669 1,689,669<br />
Less accumulated amortisation (209,088) (170,844)<br />
Translation 227,055 160,404<br />
Movements in accumulated amortisation during the year are as follows:<br />
1,707,636 1,679,229<br />
At beginning of year 170,844 134,469<br />
Amortisation during the year 38,244 36,375<br />
At end of year 209,088 170,844<br />
6. SUBSIDI<strong>AR</strong>IES<br />
(a) Subsidiaries comprise:<br />
Company<br />
2000 1999<br />
$ $<br />
Unquoted equity shares<br />
Cost at beginning of year 6,500,000 6,300,000<br />
Additional investments during the year - 200,000<br />
6,500,000 6,500,000<br />
Less provision for diminution in value (450,043) (200,735)<br />
Movements in provision for diminution in value during the year are as follows:<br />
6,049,957 6,299,265<br />
At beginning of year 200,735 94,602<br />
Provision during the year 249,308 106,133<br />
At end of year 450,043 200,735<br />
(b) The Company and the Group had the following subsidiaries as at 31 December 2000 -<br />
Country of<br />
incorporation and Effective equity<br />
Name Principal activity place of business held by the Group Cost of investment<br />
2000 1999 2000 1999<br />
% % $ $<br />
Held by the Company<br />
<strong>Novena</strong> Furnishing Trading of household and Singapore 100 100 4,300,000 4,300,000<br />
Centre Pte Ltd office furniture<br />
Castilla Design Pte Ltd Trading of household<br />
and office furniture<br />
Singapore 100 100 1,000,000 1,000,000<br />
<strong>Novena</strong> Investment Pte Ltd Investment holding Singapore 100 100 1,000,000 1,000,000<br />
The White Collection Pte Ltd Retailing of furniture<br />
and furnishing<br />
Singapore 100 100 100,000 100,000<br />
Dorino Furnishing Pte Ltd Dormant Singapore 100 100 100,000 100,000<br />
6,500,000 6,500,000<br />
29
30<br />
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
6. SUBSIDI<strong>AR</strong>IES (cont’d)<br />
(b) The Company and the Group had the following subsidiaries as at 31 December 2000 -(continued)<br />
7. STOCKS<br />
Country of<br />
incorporation and Effective equity<br />
Name Principal activity place of business held by the Group Cost of investment<br />
2000 1999 2000 1999<br />
% % $ $<br />
Held by subsidiaries<br />
Shenzhen Calo <strong>Novena</strong> Manufacture and People’s Republic of 60 60 547,500 547,500<br />
Furnishing Co. Ltd * retail of office,<br />
household and<br />
custom-made furniture<br />
China<br />
Suzhou <strong>Novena</strong> Furniture Manufacture and retail People’s Republic of 75 75 3,202,320 3,202,320<br />
Co. Ltd * of office, household and<br />
custom-made furniture<br />
China<br />
* Audited by our associate firms of Arthur Andersen in the People’s Republic of China.<br />
Group<br />
2000 1999<br />
$ $<br />
Raw materials 647,922 488,457<br />
Work-in-progress 324,958 211,861<br />
Finished goods 6,801,509 6,647,275<br />
7,774,389 7,347,593<br />
Less provision for stock obsolescence (78,334) (60,660)<br />
Movement in provision for stock obsolescence during the year<br />
7,696,055 7,286,933<br />
At the beginning of the year 60,660 55,000<br />
Provision for the year 15,260 5,492<br />
Translation 2,414 168<br />
At the end of the year 78,334 60,660<br />
8. TRADE DEBTORS<br />
Group<br />
2000 1999<br />
$ $<br />
Trade debtors 2,876,787 2,349,210<br />
Less provision for doubtful debts (417,764) (213,693)<br />
Movements in provision for doubtful debts during the year are as follows:<br />
2,459,023 2,135,517<br />
At beginning of year 213,693 152,507<br />
Provision for the year 207,309 68,767<br />
Write back of provision (4,212) (7,858)<br />
Translation 974 277<br />
At end of year 417,764 213,693
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
9. DEPOSITS AND OTHER DEBTORS<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Deposits 837,944 493,293 - -<br />
Other debtors 426,073 268,973 17,603 170<br />
10. DUE FROM SUBSIDI<strong>AR</strong>IES (NON-TRADE)<br />
DUE TO AFFILIATED COMPANIES (NON-TRADE)<br />
DUE TO A SUBSIDI<strong>AR</strong>Y (NON-TRADE)<br />
1,264,017 762,266 17,603 170<br />
These balances are unsecured, non-interest bearing and are expected to be settled within a year.<br />
11. FIXED DEPOSITS<br />
Fixed deposits of a subsidiary are held under lien to a bank as a debenture over the subsidiary’s loans (see Note 13).<br />
12. OTHER CREDITORS AND ACCRUALS<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Accrued operating expenses 931,356 686,616 - -<br />
Customers’ deposits 1,470,857 1,382,813 - -<br />
Other creditors 1,170,518 534,747 327,426 13,500<br />
13. BANKING FACILITIES<br />
3,572,731 2,604,176 327,426 13,500<br />
Group<br />
Due within 12 months Due after 12 months<br />
2000 1999 2000 1999<br />
Term loans $ $ $ $<br />
Building loan 416,994 118,862 4,515,865 1,325,870<br />
Factory loan 554,997 694,349 1,841,428 2,220,832<br />
971,991 813,211 6,357,293 3,546,702<br />
2000 1999<br />
$ $<br />
Bank overdrafts 1,328,130 3,285,252<br />
Short term loans 1,463,000 1,507,500<br />
31
32<br />
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
13. BANKING FACILITIES (cont’d)<br />
(i) Buildings loans<br />
The building loans comprise two separate loans, each undertaken by a subsidiary.<br />
The first building loan is payable in 180 equal monthly instalments commencing 31 March 1994. Interest is<br />
charged at the prevailing bank prime rate plus 0.5% per annum. This loan is secured by a fixed and floating<br />
charge on all the subsidiary’s building and personal guarantees of two directors of the Company.<br />
The second building loan is payable in 120 equal monthly instalments commencing 1 June 2000. Interest is<br />
charged at the prevailing bank rate for the first three years, and at the prime rate plus 0.75% per annum thereafter.<br />
The loan is secured by a first legal mortgage on the subsidiay’s building and the joint and several personal<br />
guarantees of two directors of the Company.<br />
(ii) Factory loan<br />
The factory loan is payable in 120 equal monthly instalments commencing 1 December 1995. Interest is<br />
charged at 6.5% per annum. This loan is secured by a fixed and floating charge on all the subsidiary’s assets and<br />
undertakings and a first legal mortgage on the subsidiary’s factory and personal guarantees of two directors.<br />
(iii) Bank overdrafts<br />
The bank overdrafts of a subsidiary are secured by an existing charge on the fixed deposits of the subsidiary.<br />
(iv) Short term loans<br />
The short term loans comprise two separate loans each undertaken by a subsidiary.<br />
The first short term loan bears interest at a rate of 7.02% per annum and is secured by the subsidiary’s buildings.<br />
The second short term loan bears interest at a rate of 7.61% per annum and is guaranteed by Shenzhen Calo<br />
Industrial Development Co., Ltd, a joint venture partner of the subsidiary.<br />
14. HIRE PURCHASE LIABILITIES<br />
Payments<br />
Group<br />
Interest Principal<br />
$ $ $<br />
2000<br />
Between 1 year to 5 years 303,536 41,024 262,512<br />
More than 5 years 10,318 1,988 8,330<br />
313,854 43,012 270,842<br />
Within 1 year 197,060 23,472 173,588<br />
510,914 66,484 444,430<br />
1999<br />
Between 1 year to 5 years 327,605 37,945 289,660<br />
More than 5 years - - -<br />
327,605 37,945 289,660<br />
Within 1 year 233,722 33,258 200,464<br />
561,327 71,203 490,124
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
15. TURNOVER<br />
Turnover represents sales of goods in the normal course of business. Intra-group transactions have been excluded from<br />
Group turnover.<br />
16. PERSONNEL EXPENSES<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Wages and salaries 4,263,408 3,554,809 6,177 -<br />
Pension contributions 322,216 267,271 1,723 -<br />
Other social expenses 170,029 132,254 - -<br />
17. PROFIT FROM OPERATIONS<br />
This is determined after charging (crediting) the following:<br />
4,765,653 3,954,334 7,900 -<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Amortisation of land use rights 38,244 36,375 - -<br />
Amortisation of reserve on consolidation - (122,105) - -<br />
Auditors’ remuneration<br />
- payable to the auditors of the Company 76,000 43,000 30,000 6,000<br />
- other auditors 25,000 28,000<br />
Bad debts written off - 12,000 - -<br />
Bad debt recovered (12,000) - - -<br />
Depreciation of fixed assets 2,061,047 1,421,772 - -<br />
Directors’ remuneration (see Note 18) 222,959 121,220 142,880 -<br />
Foreign exchange loss (gain), net 51,205 (53,006) - -<br />
Gain on disposal of fixed assets (10,865) (9,500) - -<br />
Gain on disposal of associated company - (53,665) - -<br />
Provision for doubtful trade debts 207,309 68,767 - -<br />
Provision for stock obsolescence 15,260 5,492 - -<br />
Provision for diminution in value of investment - - 249,308 106,133<br />
Personnel expenses (see Note 16) 4,765,653 3,954,334 7,900 -<br />
Write back of provision for doubtful debts (4,212) (7,858) - -<br />
Rental expenses 3,074,890 2,698,793 - -<br />
Rental income (868,014) (666,462) - -<br />
33
34<br />
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
18. DIRECTORS’ REMUNERATION<br />
Number of directors of the Company in remuneration bands<br />
2000 1999<br />
$500,000 and above - -<br />
$250,000 to $499,000 - -<br />
Below $250,000 1 1<br />
19. FINANCIAL EXPENSES - NET<br />
20. TAX<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Interest expense<br />
- bank overdrafts 232,979 176,605 - -<br />
- banking facility - 98,254 - -<br />
- term loan 503,274 422,128 - -<br />
- hire purchase 27,520 18,490 - -<br />
- others - 2,922 - -<br />
763,773 718,399 - -<br />
Interest income (40,896) (26,141) - -<br />
722,877 692,258 - -<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Current tax<br />
- current year 860,200 1,124,637 761,919 134,160<br />
- over provision in prior year - (13,135) - -<br />
Deferred tax<br />
- current year 24,000 14,676 - -<br />
- deferred tax credit during the year - (24,000) - -<br />
- overprovision in respect of prior years - (38,000) - -<br />
The Group and Company<br />
884,200 1,064,178 761,919 134,160<br />
The Group and the Company’s current year tax charges are higher than the amount obtained by applying the statutory<br />
income tax rate on profit before taxation mainly due to certain non-deductible items added back for tax purposes.<br />
21. DIVIDENDS<br />
No dividends were declared during the year (1999: 3.5cents less tax at 26%).
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
22. E<strong>AR</strong>NINGS PER SH<strong>AR</strong>E<br />
Earnings per share is calculated by dividing the Group’s profit after taxation and minority interest of $1,895,876 (1999:<br />
$2,964,056) by the weighted average number of shares in issue during the year of 60,026,547 (1999: 59,109,880)<br />
shares.<br />
23. RELATED P<strong>AR</strong>TY INFORMATION<br />
In addition to the related party information disclosed elsewhere in the financial statements, significant transactions with<br />
related parties on terms agreed between the parties, were as follows:<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Associated companies<br />
Income<br />
Sales - 645,243 - -<br />
Affiliated companies<br />
Income<br />
Sales 433,788 781,787 - -<br />
Subsidiaries<br />
Income<br />
Dividend income - - 2,987,919 516,000<br />
Delivery, rental and administrative fees - - 157,922 177,000<br />
24. CONTINGENT LIABILITIES AND COMMITMENTS<br />
(a) Contingent liabilities<br />
Group<br />
2000 1999<br />
$ $<br />
Unsecured contingent liabilities not provided for in the financial statements:<br />
- unused letters of credit 285,000 220,000<br />
- guarantees in lieu of showroom rental deposits 265,000 382,000<br />
550,000 602,000<br />
35
36<br />
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
24. CONTINGENT LIABILITIES AND COMMITMENTS (cont’d)<br />
(b) Non-cancellable operating lease commitments<br />
The Company has various operating lease agreements for subsidiaries’ factory land and showrooms. Most<br />
leases contain renewable options. Lease terms do not contain restrictions on the Company’s activities concerning<br />
dividends, additional debt or further leasing.<br />
Group<br />
2000 1999<br />
$ $<br />
Future minimum lease payments<br />
- within 1 year 4,382,000 1,748,000<br />
- between 2 years to 5 years 8,684,000 3,840,000<br />
- more than 5 years 4,792,000 4,633,000<br />
(c) Financial support to subsidiaries<br />
17,858,000 10,221,000<br />
The Company has committed to provide financial support to its subsidiaries, Suzhou <strong>Novena</strong> Furniture Co. Ltd.,<br />
<strong>Novena</strong> Investment Pte Ltd and Castilla Design Pte Ltd as the said subsidiaries are in net current liability positions<br />
of approximately $1,035,000, $2,317,000 and $902,000 as of 31 December 2000.<br />
25 GROUP SEGMENTAL INFORMATION<br />
(a) Analysis by Business Segments<br />
The Group is organised on a worldwide basis into two main operating divisions, namely:<br />
- Manufacturing<br />
- Retail<br />
Other operation includes investment income.<br />
Inter-segment pricing is on an arm’s length basis.<br />
2000 Manufacturing Retail Others Eliminations Group<br />
Turnover<br />
$ $ $ $ $<br />
External sales 4,106,819 34,654,005 - - 38,670,824<br />
Inter-segment sales 2,780,469 - 2,987,919 (5,768,388) -<br />
Total sales 38,670,824<br />
Operating profit 223,607 3,427,608 2,689,123 (2,744,041) 3,596,297<br />
Financial expenses – net (99,130) (623,747) - - (722,877)<br />
Tax - (884,200) (761,919) 761,919 (884,200)<br />
Minority interests - - - (93,384) (93,384)<br />
Net profit for the year 1,895,836<br />
Assets 9,306,075 30,432,27113,435,343 (17,047,805) 36,125,884<br />
Liabilities 3,755,982 21,230,835 2,835,222 (8,032,968) 19,789,071<br />
Capital expenditure 15,333 6,480,544 - - 6,495,877<br />
Depreciation and amortisation 625,126 1,474,165 - - 2,099,291<br />
Other non-cash expenses 47,361 160,131 243,878 (243,878) 207,492
Notes to the Financial Statements (Continued) 31 December 2000<br />
(Amounts in Singapore dollars)<br />
25 GROUP SEGMENTAL INFORMATION (cont’d)<br />
(a) 1999 Manufacturing Retail Others Eliminations Group<br />
Turnover<br />
$ $ $ $ $<br />
External sales 3,523,028 31,767,048 - - 35,290,076<br />
Inter-segment sales 3,901,045 - 516,000 (4,417,045) -<br />
Total sales 35,290,076<br />
Operating profit 115,538 4,646,943 407,592 (402,601) 4,767,472<br />
Financial expenses – net (148,865) (543,393) - - (692,258)<br />
Tax - (1,064,178) (134,160) 134,160 (1,064,178)<br />
Minority interests - - - (46,980) (46,980)<br />
Net profit for the year 2,964,056<br />
Assets 8,814,860 24,674,522 9,419,238 (12,912,208) 29,996,412<br />
Liabilities 3,597,500 15,166,747 2,463,102 (3,653,495) 17,573,854<br />
Capital expenditure 32,810 1,336,963 - - 1,369,773<br />
Depreciation and amortisation 467,749 990,398 - - 1,458,147<br />
Other non-cash expenses (2,366) 17,602 91,608 (213,713) (106,869)<br />
(b) Analysis by Geographical segments<br />
26. COMP<strong>AR</strong>ATIVES<br />
Sales to external customers are based on the location of customers regardless of where the goods are produced.<br />
Assets and capital expenditures are based on the location of those assets.<br />
Sales to external customers Assets Capital expenditure<br />
2000 1999 2000 1999 2000 1999<br />
$ $ $ $ $ $<br />
Singapore 31,249,829 30,147,768 27,265,630 21,521,986 6,480,544 1,336,963<br />
People’s Republic<br />
of China 4,016,819 3,523,028 8,860,254 8,474,426 15,333 32,810<br />
Others 3,404,176 1,619,280 - - - -<br />
38,670,824 35,290,076 36,125,884 29,996,412 6,495,877 1,369,773<br />
The presentation and classification of items in the financial statements have been changed due to the adoption of the<br />
requirements of SAS 1 (Revised 1999) “Presentation of Financial Statements”, SAS 15 (Revised 1999) “Leases” and SAS<br />
23 “Segment Reporting”. As a result, additional lines have been included on the face of the balance sheets and profit<br />
and loss accounts, and statements of changes in equity have been presented as required by SAS 1 (Revised 1999).<br />
Financial lease obligations have been analysed to disclose a reconciliation of the total minimum lease payments at the<br />
balance sheet date, and their present value, for periods not later than one year, later than one year and not later than five<br />
years and more than five years as required by SAS 15 (Revised 1999). Segment information has also been analysed to<br />
include information on segment liabilities and capital expenditure. Comparative figures have been adjusted to conform<br />
with the current year’s presentation.<br />
37
38<br />
Statistics of Shareholdings as at 10 April 2001<br />
ANALYSIS OF SH<strong>AR</strong>EHOLDINGS AS AT 10 APRIL 2001<br />
Number of No of<br />
Range of Shareholdings Shareholders % Shares %<br />
1 - 1,000 126 25.87 126,000 0.18<br />
1,001 - 10,000 276 56.68 1,047,000 1.49<br />
10,001 - 1,000,000 79 16.22 11,433,100 16.31<br />
1,000,001 and above 6 1.23 57,503,780 82.02<br />
487 100.00 70,109,880 100.00<br />
TOP 20 SH<strong>AR</strong>EHOLDERS LIST AS AT 10 APRIL 2001<br />
S/No. Name<br />
Number of<br />
Shares Held %<br />
1 TOH SOON HUAT 33,760,360 48.15<br />
2 NTUC INCOME INSURANCE CO-OPERATIVE LTD 5,910,990 8.43<br />
3 PHUA SIEW HUA 5,910,990 8.43<br />
4 PHUA AH KOW 5,910,990 8.43<br />
5 LEE KEK CHOO 4,237,150 6.04<br />
6 TOH LOO HEOK 1,773,300 2.53<br />
7 ONG SOON LIONG 841,000 1.20<br />
8 TAN HIAN THENG 804,000 1.15<br />
9 CHEONG THIAM HOCK 715,000 1.02<br />
10 TAN YONG KWANG 700,000 1.00<br />
11 CHAN LAY MAY KATHY 652,000 0.93<br />
12 CHONG HON KUAN IVAN 591,100 0.84<br />
13 SINGAPORE NOMINEES PTE LTD 564,000 0.81<br />
14 UOB KAY HIAN PTE LTD 510,000 0.73<br />
15 CHI CHIA MING 508,000 0.73<br />
16 SIM HUA KIEW 508,000 0.73<br />
17 SIM MUI HUA 492,000 0.70<br />
18 CHUA NOY HUAN 478,000 0.68<br />
19 YEO KWANG NGANG 463,000 0.66<br />
20 TAY HANG CHO 458,000 0.65<br />
65,787,880 93.84<br />
SUBSTANTIAL SH<strong>AR</strong>EHOLDERS AS AT 10 APRIL 2001<br />
Number of shares Number of<br />
registered in the shares in which<br />
Name of substantial name of the substantial shareholder is<br />
shareholder substantial shareholder deemed to have an interest Total Percentage (%)<br />
Dr Toh Soon Huat 33,760,360 6,010,450 39,770,810 56.73<br />
Phua Ah Kow<br />
NTUC Income Insurance<br />
5,910,990 5,910,990 11,821,980 16.86<br />
Co-operative Limited<br />
Phua Siew Hua @<br />
5,910,990 - 5,910,990 8.43<br />
Chearn Siew Hua 5,910,990 - 5,910,990 8.43<br />
Lee Kek Choo 4,237,150 - 4,237,150 6.04
Notice of Annual General Meeting<br />
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 47 Sungei Kadut Avenue Singapore<br />
729670 on Friday, 18 May 2001 at 1.00 p.m. for the following purposes:-<br />
ORDIN<strong>AR</strong>Y BUSINESS<br />
1 To receive and adopt the Financial Statements for the year ended 31 December 2000 and the Reports of the Directors<br />
and Auditors thereon.<br />
2 To re-elect the following Directors who being eligible offer themselves for re-election:-<br />
(a) Mr Phua Ah Kow retiring pursuant to Article 104 of the Company’s Articles of Association.<br />
(b) Mr Chong Hon Kuan Ivan retiring pursuant to Article 108 of the Company’s Articles of Association.<br />
(c) Mr Tay Beng Chuan retiring pursuant to Article 108 of the Company’s Articles of Association.<br />
Note : Mr Tay Beng Chuan, if re-elected, will remain an Audit Committee Member and Chairman of the Audit<br />
Committee and will be considered an independent Director.<br />
(d) Mr Wong Meng Yeng retiring pursuant to Article 108 of the Company’s Articles of Association.<br />
Note : Mr Wong Meng Yeng, if re-elected, will remain an Audit Committee Member and will be considered an<br />
independent Director.<br />
3 To re-appoint Arthur Andersen as Auditors of the Company and to authorise the Directors to fix their remuneration.<br />
SPECIAL BUSINESS<br />
4 To consider and, if thought fit, to pass the following resolutions as ordinary resolutions, with or without any modifications:-<br />
(a) “That pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange<br />
Securities Trading Limited, authority be and is hereby given to the Directors of the Company to issue shares in the<br />
Company (whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions and for<br />
such purposes and to such persons as the Directors may in their absolute discretion deem fit provided that the<br />
aggregate number of shares to be issued pursuant to this resolution does not exceed 50% of the issued share<br />
capital of the Company for the time being, of which the aggregate number of shares to be issued other than on<br />
a pro-rata basis to shareholders of the Company does not exceed 20% of the issued share capital of the<br />
Company for the time being, and, unless revoked or varied by the Company in general meeting, such authority<br />
shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by<br />
which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”<br />
(b) “That authority be and is hereby given to the Directors of the Company to offer and grant options in accordance<br />
with the provisions of The <strong>Novena</strong> Holdings Limited Share Option Scheme (the “Scheme”) and to allot and issue<br />
from time to time such number of shares in the Company as may be required to be issued pursuant to the exercise<br />
of options under the Scheme provided that the aggregate number of shares to be issued pursuant to the Scheme<br />
shall not exceed 15% of the total issued share capital of the Company from time to time.”<br />
39
40<br />
Notice of Annual General Meeting<br />
(c) “That approval be and is hereby given for the purposes of Chapter 9A of the Listing Manual of the Singapore<br />
Exchange Securities Trading Limited for the Company, its subsidiaries and target associated companies (if any) or<br />
any of them to enter into any of the transactions falling within the types of Interested Person Transactions, particulars<br />
of which are set out in the Company’s Prospectus dated 9 December 2000 (the “Prospectus”) with the interested<br />
persons described in the Prospectus, and that such approval (the “Shareholders’ Mandate”) shall, unless revoked<br />
or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General<br />
Meeting of the Company; and the Directors of the Company be and are hereby authorised to complete and do<br />
all such acts and things (including executing all such documents as may be required) as they may consider<br />
expedient or necessary to give effect to the Shareholders’ Mandate.”<br />
5 To transact such other business as can be transacted at an Annual General Meeting of the Company.<br />
By Order of the Board<br />
Heng Hang Siong/Lim Bee Eng<br />
Joint Company Secretaries<br />
Singapore,<br />
2 May 2001<br />
Note<br />
A member entitled to attend and vote at the Annual General Meeting may appoint not more than two proxies to attend and vote<br />
on his behalf. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be<br />
represented by each proxy. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies must<br />
be deposited at the registered office of the Company at 47 Sungei Kadut Avenue Singapore 729670 not less than 48 hours<br />
before the time appointed for the holding of the Annual General Meeting.<br />
Statement pursuant to Article 64 of the Company’s Articles of Association<br />
The ordinary resolution proposed in item 4(a) is to authorise the Directors of the Company to issue shares up to 50% of the<br />
Company’s issued share capital, with an aggregate sub-limit of 20% of the Company’s share capital for any issue of shares not<br />
made on a pro-rata basis to shareholders of the Company.<br />
The ordinary resolution proposed in item 4(b) is to authorise the Directors of the Company to offer and grant options in accordance<br />
with the provisions of The <strong>Novena</strong> Holdings Limited Share Option Scheme and to allot and issue shares thereunder.<br />
The ordinary resolution proposed in item 4(c) is to renew the Shareholders’ Mandate to facilitate the Interested Person Transactions<br />
described in the Prospectus.
�<br />
Proxy Form<br />
I/We NRIC/Passport No.<br />
of _______________________________________________________________________________________________________<br />
being a member/members of <strong>Novena</strong> Holdings Limited hereby appoint<br />
Name Address NRIC/ Proportion of<br />
Passport No. Shareholdings<br />
(%)<br />
and/or (delete as appropriate)<br />
Name Address NRIC/ Proportion of<br />
Passport No. Shareholdings<br />
(%)<br />
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll at the Annual<br />
General Meeting of the Company to be held at 47 Sungei Kadut Avenue Singapore 729670 on Friday, 18 May 2001 at 1.00<br />
p.m. and at any adjournment thereof.<br />
(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the resolutions as set<br />
out in the Notice of Annual General Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/<br />
they may think fit, as he/they will on any other matter arising at the Annual General Meeting.)<br />
No. Resolutions For Against<br />
1 To adopt Financial Statements and Reports<br />
2(a) To re-elect Mr Phua Ah Kow as Director<br />
2(b) To re-elect Mr Chong Hon Kuan Ivan as Director<br />
2(c) To re-elect Mr Tay Beng Chuan as Director<br />
2(d) To re-elect Mr Wong Meng Yeng as Director<br />
3 To re-appoint Arthur Andersen as Auditors<br />
4(a) To authorise Directors to issue shares pursuant to Section 161 of the Companies Act, Cap. 50<br />
4(b) To authorise Directors to grant options and issue shares under The <strong>Novena</strong> Holdings Limited<br />
Share Option Scheme<br />
4(c) To renew Shareholders’ Mandate for Interested Person Transactions<br />
Dated this day of 2001<br />
Signature(s) of Member(s) or Common Seal<br />
IMPORTANT<br />
PLEASE READ NOTES OVERLEAF<br />
Total Number of Shares Held<br />
41
42<br />
Proxy Form<br />
Notes<br />
1 Please insert the total number of shares held by you. If you have shares entered against your name in the Depository<br />
Register (as defined in Section 130A of the Companies Act, Cap. 50), you should insert that number. If you have shares<br />
registered in your name in the Register of Members of the Company, you should insert that number. If you have shares<br />
entered against your name in the Depository Register and shares registered in your name in the Register of Members, you<br />
should insert the aggregate number. If no number is inserted, this form of proxy will be deemed to relate to all the shares<br />
held by you.<br />
2 A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to<br />
attend and vote on his behalf. A proxy need not be a member of the Company.<br />
3 The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 47 Sungei Kadut<br />
Avenue Singapore 729670 not less than 48 hours before the time appointed for the meeting.<br />
4 Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by<br />
each proxy. If no such proportion or number is specified the first named proxy may be treated as representing 100% of<br />
the shareholding and any second named proxy as an alternate to the first named.<br />
5 The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised<br />
in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under<br />
its common seal or under the hand of its attorney duly authorised.<br />
6 Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the power of<br />
attorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be<br />
lodged with the instrument of proxy, failing which the instrument may be treated as invalid.<br />
7 A corporation which is a member may authorise by resolution of its directors or other governing body such person as it<br />
thinks fit to act as its representative at the meeting, in accordance with Section 179 of the Companies Act, Cap. 50.<br />
8 The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or<br />
where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the<br />
instrument of proxy. In addition, in the case of shares entered in the Depository Register, the Company may reject an<br />
instrument of proxy if the member, being the appointor, is not shown to have shares entered against his name in the<br />
Depository Register as at 48 hours before the time appointed for holding the meeting, as certified by The Central<br />
Depository (Pte) Limited to the Company.
NOVENA<br />
®<br />
NOVENA HOLDINGS LIMITED<br />
47 Sungei Kadut Avenue<br />
Singapore 729670 Tel: 763 3233 Fax: 368 2588<br />
http://www.novenaholdings.com<br />
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