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BUILDINGOUR FUTURESUPER GROUP LTD : ANNUAL REPORT 2015

About Super Group LtdSuper is a leading regional integrated instant food and beverage brand owner and manufacturer. Founded in 1987, Super has built a strong foundation based on an integrated business model with twin engines of growth – namely the Branded Consumer segment and Food Ingredients segment.

In the Branded Consumer segment, the Group manufactures and distributes branded consumer products, primarily instant coffee, instant cereals and instant tea mixes products. Super is one of the leading players in the instant food and beverage industry in Southeast Asia with a portfolio of over 160 instant beverages and food products and a distribution network across 65 countries.

Supporting the Branded Consumer segment, the Food Ingredients segment has given the Group a competitive edge with shorter lead times and greater control over production quality. Super is one of the few companies in the world with raw material selection and manufacturing capabilities in instant soluble coffee powder, cereal flakes and non-dairy creamer. The Group currently operates 15 strategic manufacturing facilities across Asia. The Group’s factory, located in Johor, operates the largest soluble coffee powder manufacturing facility in Malaysia with an annual production capacity of 20,000 metric tonnes, equivalent to 10 billion cups of coffee per year. Super is also one of the few F&B companies in the world that has the ability to operate a premium soluble freeze-dried coffee powder plant, also located in Malaysia.

Super believes that its three-pronged strategy of branding, product innovation and diversification will pave the way for the company’s growth in the longer term. For more information, please visit our website at www.supergroupltd.com.

CONTENTS02 Group Structure

03 Corporate Profile

04 Our Global Presence

06 Our Brands

08 ESSENSO

10 Charcoal Roasted White Coffee

12 NutreMill

14 The OWL Brand

18 Super Food Ingredients

22 Value Creation

24 Chairman’s Statement

26 Financial Highlights

30 Operations and Financial Review

36 Board of Directors

41 Key Management

43 Corporate Information

45 Financial Contents

46 Corporate Governance

58 Financial Statements

129 Shareholders’ Information

131 Notice of Annual General Meeting

Proxy Form

BRANDED CONSUMER

Super Group Ltd.(Simplified)

FOOD INGREDIENTS

100%Super Coffee Corporation Pte Ltd

100%Owl International Pte Ltd

100%Owl Beverage Specialist Pte. Ltd.

90%Wuxi Super Food Technology Co., Ltd

90% Wuxi Super Food Technology and Innovation Co., Ltd

100% Super Continental (Wuxi) Food Ingredients Sales and Marketing Co., Ltd

100% Changzhou Super Technology Development Co., Ltd

38.58% Wuxi Tian Feng Food Ingredient Co., Ltd

100%Super Food Specialists (M) Sdn Bhd

100%Super Bio-Food Ingredients (M) Sdn Bhd

100%Super Continental Pte Ltd

60%Super Coffeemix Ltd

99.9%SCML (Thailand) Co., Ltd

100%Super Food Technology Sdn Bhd

90%Super Coffeemix Marketing Sdn Bhd

96%Super Food Marketing Sdn Bhd

96% Super Power Station Sdn Bhd

100%Changzhou Super Food Co., Ltd

100%Changzhou Super Chartered Food Co., Ltd

100% Super Coffeemix Viet Nam Ltd.

100% Owl International Viet Nam Co., Ltd

30% San Miguel Super Coffeemix Co., Inc

30% BS Global LLC

Singapore China

Malaysia

Singapore

Myanmar

Thailand

Malaysia

China

Vietnam

Philippines

Mongolia

GROUP STRUCTURE

2 | SUPER GROUP LTD.

Super is a regional integrated instant food and beverage brand owner and manufacturer. Listed on the Mainboard of the Singapore Exchange since 1994, Super was one of the early players in the region and has since established itself in key markets, such as Thailand, Myanmar, Malaysia, China, Singapore and Philippines.

Founded in 1987, Super was accredited Pioneer Status by the Singapore Economic Development Board for pioneering the manufacture of instant cereals in 1994, soluble coffee powder in 1998 and non-dairy creamer in 2003.

Focused on branding, product innovation and diversification, Super has built a strong foundation based on an integrated business model anchored by its twin engines of growth – namely the core Branded Consumer (“BC”) and the complementary Food Ingredients (“FI”) segments.

BRANDED CONSUMER

A manufacturer and distributor of branded consumer products, such as instant coffee, instant cereals and instant tea mixes, Super has a portfolio of over 160 instant food and beverage products, with a distribution network across more than 65 countries.

The growing portfolio of products is categorised under sub-brands, such as “NutreMill” for healthy, nutritious food and beverages; “Super Coffee” for coffee products; “OWL” for Straits Asian food and beverage products; and “Tea Infusion” for tea products.

FOOD INGREDIENTS

Super is one of the few companies in the world with raw material manufacturing capabilities in instant soluble coffee powder, cereal flakes, non-dairy creamer and botanical herbal extracts. The Food Ingredients segment gives the Group a competitive edge with shorter lead time over product innovation and cost advantage over the production of BC products.

The Group currently operates 15 strategic facilities across Asia. Our advanced technologies include Spray Dry Technology, Freeze Dry Technology, Aroma Recovery Technology and Botanical Herbal Extraction Technology, which allow us to achieve consistently high quality innovative products.

Super is a benchmark component of the FTSE ST Mid-cap Index, FTSE ST All-Share Index and the FTSE ST Consumer Goods Index. The Group continues to gain recognition having amassed numerous awards and accolades over the years:

Securities Investors Association Singapore ( SIAS ) Most Transparent Company Award, Food & Beverage Category in 2015, 2014 & 2013

The Brand FinanceSingapore’s Top 100 Brands 2015, 2014 & 2013

AVA AwardsFood Safety Platinum Award 2015 Food Safety Gold Award since 2010

ForbesAsia’s Top 200 Best Under A Billion Company in 2013

AsiaMoneyBest Managed Mid-Cap Company in Singapore 2013

Singapore Business AwardsEnterprise of the Year 2013

Asia Pacific Brand Foundation’s The Brand LaureatePremier Brand ICON Leadership 2013

IR Magazine AwardBest in Consumer Goods & Services (including Retail) 2013 & 2010

A leading integrated instant food and beverage brand owner and manufacturer in Asia, Super is a pioneer in the concept of 3-in-1 beverage products. Founded in 1987, Super was accredited Pioneer Status by the Singapore Economic Development Board for pioneering the manufacture of instant cereals in 1994, soluble coffee powder in 1998 and non-dairy creamer in 2003.

For more information, please visit Super’s corporate website at

www.supergroupltd.com

CORPORATE PROFILE

3|ANNUAL REPORT 2015

With each step we take, we are confident in moving closer towards fulfilling our aspiration to grow from local to global – bringing our innovative mix of familiar favourites and new tastes to every part of the world.

WIDENING OUR REACH

We have been delighting taste buds around the world and will build upon our global presence as we move toward new horizons. Guided by an experienced management team and support of a strong distribution network, we are well-positioned to achieve greater growth and deliver greater value to our customers wherever they are. Super’s consumer products and food ingredients products can be found in more than 65 countries across the world.

ONE OF THE MOST VALUABLE SINGAPORE BRANDS

OUR GLOBAL PRESENCE

IN THE BRAND FINANCE

TOP 50 SINGAPORE BRANDS 2015


65

ThailandSCML (Thailand) Co., Ltd

MyanmarSuper Coffeemix Ltd

MalaysiaSuper Food Technology Sdn BhdSuper Coffeemix Marketing Sdn BhdSuper Food Specialists (M) Sdn BhdSuper Bio-Food Ingredients (M) Sdn Bhd

ChinaChangzhou Super Technology Development Co., LtdChangzhou Super Food Co., LtdChangzhou Super Chartered Food Co., LtdWuxi Super Food Technology Co., Ltd

SingaporeSuper Continental Pte LtdOwl Beverage Specialist Pte. Ltd.Super Coffee Corporation Pte Ltd

VietnamSuper Coffemix Viet Nam Ltd.Owl International Viet Nam Co., Ltd

INSTANT COFFEE PLANTS IN SOUTH EAST ASIA

DISTRIBUTED TO MORE THAN

Singapore

Malaysia

VietnamMyanmar

Thailand

China

COUNTRIES


OUR BRANDS

For Super Group, we make it our business to build brands that delight, connect, inspire and surprise.

EI N D NU L ECG

OBX P E

L DR I

ET S E

THE WORLD-STOPPING TASTECreated with a blend of finely ground coffee beans and soluble instant coffee, ESSENSOTM MicroGround Coffee offers the best of both worlds: the taste of freshly roasted ground coffee and the convenience of instant coffee. Being the region’s first 3-in-1 microground coffee using 100% premium Arabica coffee beans, ESSENSO is the latest line of instant coffee by Super that is the best in its class.

Campaign for ESSENSOTM

2015

PC U P

HTE R F

EE TC

A BARISTA’S CHOICEOur White Coffee range brings the timeless joy of the ultimate coffee experience. It is a delicate balance of finest premium Robusta and Arabica freeze dried coffee. With our superior roasting techniques, we created a perfect cup that delivers a richer, smoother and buttery taste, with a robust aroma.

Campaign for Charcoal Roasted

White Coffee 2015

WG O O SD N E

ONI T H

U R

S

I S H DE

Campaign for NutreMill

2015

FILLS GREATWe believe that healthier living should be part of your lifestyle, that’s why we create a tasty, convenient and nutritious drink that satisfies and keeps you going through the day, so you look forward to living well. Each cup of NutreMill is filled with whole-grain goodness that releases natural energy steadily throughout the day, so you can do more of what you love!

The OWL CraftsmanshipSince 1956

To perfect the craft of making Straits Asian Coffee, our coffee masters at OWL pay close attention to detail – combining expertise, knowledge and time-tested recipes in Singapore, the heart of the culturally rich Straits Asian region, to deliver the best of blends.

OWL began by employing the traditional, time-treasured art and skill of roasting coffee beans and coffee powder to create quality handcrafted beverages that are expertly manufactured to create our unique blends.

Renowned for our quality Straits Asian brand of traditional recipes, OWL renews our brand promise - “Crafted for Your Enjoyment” - to strengthen our commitment to offer a wide range of products to cater to different markets and preferences. OWL strives to bring the distinctive taste of coffee and tea from the rich culture of the Straits Asian region to its full glory.

As one of the leading beverage manufacturers in the market, OWL continues to take pride and improve operations and service levels while enhancing our product offerings to cater to the ever-changing market.

OWL Everyday Favourites

OWL Everyday Favourites time-tested recipes for that simple, fuss-free perk-me-up. Its rich aroma and taste never fail to give a quick energy boost. People from all walks of life turn to this perfect cup to enliven their day.

OWL Kopitiam Roast & Ground Range

“Enjoy a familiar favourite in a new freshly-brewed and convenient form”

Introducing OWL’s new Kopitiam Roast & Ground range in honour of Straits Asian coffee shop culture. Using OWL crafted recipes in manual roasting process that enhances caramelised coffee aroma and definite robust flavour in each individual sock-like cotton filter bag with dark, coarse ground coffee that gives a good old charred taste in every cup. Serve up that fresh-brew taste at home with OWL Roast & Ground Filter-Bag Coffee. Now you can be your very own Kopitiam “Tao Chiu” (coffee master) as well!

THE OWLBRAND


Using OWL crafted recipes in manual roasting process that enhances caramelised coffee aroma and definite robust flavour in each individual sock-like cotton filter bags with dark, coarse ground coffee that gives a good old charred taste in every cup.

OWL White Coffee Tarik

OWL White Coffee Tarik is inspired by decades of experience in hand-roasting coffee. Putting together the distinctive taste of white coffee with the creamy texture that only hand-pulled coffee can achieve, this well-rounded brew is a delightful treat, any time of the day.

OWL Nutrifield Soy

OWL takes pride in crafting this new wholesome range of Nutrifield Soy – cereal products and soya beancurd pudding, uniquely crafted with soy wholesome nutrition and a delightful taste to meet consumer needs and behaviours as well as allow them to enjoy the blend of health nutritional benefits.


OWL Beverage Specialist (“OBS”)The establishment of OBS is the new and vibrant addition to OWL International as its professional division with aspirations to be a leading solutions provider to the region with a personal touch.

OBS Hospitality Series

OBS offers a series of beverage solutions from finest coffee blends, premium coffee machines & equipment brands to meet the needs of the food service sector. We have valuable experience and expertise in the coffee industry to cater to your business needs and industry demands.

Moving forward on innovation, December 2015 will see the introduction of the OWL Single Serve (capsule) System with the launch of its first phase of the Kopitiam product line. This will lead to the witness of the first traditional Straits Asian coffee made into a single serve system (capsule).

OWL CAFÉ

OWL Café ventured into the F&B retail industry in 2014 and rapidly expanded with a total of 3 cafes in 2014. This year 2015 represents a significant milestone as we launched the first OWL Café Franchise store at Singapore University of Technology and Design (SUTD) with a revamped concept reflecting a vintage link to the Straits Asian heritage in both its design and cuisine.

In addition, OWL Café sold its first regional franchise in June 2015 to Indonesia. 2016 will also witness the opening of the first OWL Café abroad.

OWL Transit at Changi Airport –Terminal 1

OWL is 60 this year! To celebrate this significant milestone, OWL opened its first transit cafe in Changi Airport Terminal 1. OWL Transit’s menu offers signature local favourites such as toasts, Hainanese chicken curry, Laksa and more. OWL Transit can be found at unit #02-K19 in the Specialty Food & Beverage Kiosk, located on Level 2 of the Terminal 1 Departure/Transit Lounge East. The café will be open to departing and transiting passengers from 6am to midnight daily, including Sundays and Public Holidays.


OWL International’s subsidiary appointed as Caffè Cagliari’s sole distributor in Asia

OWL Beverage Specialist (OBS), a subsidiary of well-known local coffee brand OWL International, has been appointed the sole distributor of Caffè Cagliari products in Asia. The Italian heritage coffee brand, which has been around for more than a century, also intends to make Singapore its regional distribution hub. The full range of products is available only to business consumers and can be viewed at the Caffè Cagliari Showroom at Southbank, 833 North Bridge Road, #01-15/14, Singapore 198785.


SUPER FOODINGREDIENTS

OUR ENTERPRISE

Integration within production quality controls, R&D and distribution processes is the key to provide our customers with the right solutions.

SPRAY DRYTECHNOLOGY

STATE-OF-THE-ARTWAREHOUSING

FREEZE DRYTECHNOLOGY

ADVANCED PACKING FACILITIES

ADVANCED R&DAND PILOT PLANT

BOTANICAL HERBAL EXTRACTION TECHNOLOGY


OUR INGREDIENTS

One of Asia’s largest integrated F&B ingredients manufacturer, delivering quality and consistent ingredients to the industry.

SPRAY DRIED TEA POWDER

FREEZE DRIED TEA POWDER

NON DAIRY CREAMER

FOAMING CREAMER

COLD WATER SOLUBLE CREAMER

CONFECTIONERY & BAKERY PRODUCT

SOFT SERVE ICE CREAM PREMIX POWDER

RICH BEVERAGE CREAM POWDER

FAT FILLED MILK POWDER

NUTRITIONAL OIL POWDER

BEYOND THE BREW PREMIUM BLEND

COFFEE

BEYOND THE BREW PREMIUM BLEND TEA

CEREAL FLAKES

PURPLE SWEET POTATO CEREAL FLAKES

SPRAY DRIED COFFEE POWDER

FREEZE DRIED COFFEE POWDER

Ingredients for a SmileWe deliver quality food ingredients for a diverse range of instant beverages and convenient food products that are marketed globally. We manufacture superior ingredients, create value and offer bespoke service to multinational F&B manufacturing and food services companies. Our automated manufacturing processes, strict quality controls, continuous product innovation and ability to source for high-quality raw materials ensure that products of consistent quality are delivered to our customers. Since our inception in 2007, we are now one of Asia’s largest integrated manufacturer of food and beverage ingredients, boasting key manufacturing facilities in Singapore, Malaysia and China.


2015 was an exciting year for Super Food Ingredients. Like other ingredient manufacturers, we were not immune to the slowdown in the global economy, commodity risks or currency fluctuations in the markets we operate.

While the team worked hard to manage these macro risks, we continued to innovate and push forward with new product developments as well

as new applications for our existing ingredients to meet our customers’ exacting standards and to provide higher value adding solutions to clients during this difficult time.

In spite of all these challenges, Super Food Ingredients reported a fruitful year, seeing optimistic improvements in utilization rates even with increased production capacity this year.

SUPER FOODINGREDIENTS

Freeze Dried Coffee plant is in full operation (1,500MT)1

Spray Dried Coffee powder from 10,000 to 20,000MT 2

Achieved GMP certifications for premium Nutritional Oil Powder facilites

3


Participation in several overseas shows and exhibitions to further establish our stronghold as one of Asia’s largest integrated manufacturer of F&B ingredients

• Food Ingredients China 2015, Shanghai• Food Ingredients Asia 2015, Bangkok• ANUGA 2015, Cologne• GulFood Manufacturing 2015, Dubai• Food Ingredients Istanbul 2015• The 15th Dairy Technology &

Equipment Exhibition 2015, Beijing

Official launch of Super Bio-Food Ingredients (M) Sdn Bhd

5

4


VALUECREATION

INTEGRATED BUSINESS MODEL

S$339.2 million S$170.0 million

GROWTH STRATEGY

Core Segment Branded Consumer (BC)

Complementary Segment Food Ingredients (FI)

BRANDING+

INNOVATION+

DIVERSIFICATION

NEW MANUFACTURING

CAPABILITIES

FIRST-MOVER ADVANTAGE

DIVERSIFIED PRODUCT

PORTFOLIO

DEEPEN CORE MARKET AND ESTABLISH NEW MARKETS

• Botanical Herbal Extracts (“BHE”)

• Nutritional Oil Powders (“NOP”)

• Freeze dried Coffee

• BC: New product launches and innovation to target the rising middle class in Asia

• FI: Roll out more premium, higher value-added products such as BHE and NOP

• Growing new categories• Focus on revenue drivers

and growing trends

• Enhance brand presence• Extend category depth

and penetration• Enlarge consumer base• Beyond Asia – to Eastern

Europe, Middle East and Africa

BC: The Group manufactures and distributes branded consumer products, primarily instant coffee, instant cereals and instant tea mixes. Super is one of the leading players in the instant F&B industry in Asia with a portfolio of over 160 instant beverages and food products.

FI: At Super FI, we pride ourselves on becoming the forerunners for instant beverage ingredients. We work closely with our customers and in-house R&D team to create customised solutions for hot and cold beverages. We inform, advise and collaborate with each customer on the application of our food ingredients into their new or existing F&B products. Processed under highly controlled environments, our ingredients such as instant coffee, tea and creamer, retain their flavours which have kept our partners satisfied

for years.

2015 Dual Engines of Growth

67% 33%


FY2011-2015

441519

557

539509

Revenue (S$million)

• Resilient trends over past five years• Revenue CAGR: 2.9%

REVENUE

INSTANT COFFEE MIX AND CEREAL MIX PRODUCTS

South East Asia East Asia Others Singapore

2015KEY ASIAN MARKETS

• Top 4 market share positions in key Asian markets• Dominant market shares in key Asian markets for instant

coffeemix and cereal mix products

GEOGRAPHICALLY DIVERSE

RESEARCH & DEVELOPMENT

SINGAPOREEstablished R&D program for continuous product innovations with cutting edge technology and highly qualified

personnel

One of the few F&B companies in the world that has the ability to produce and operate premium soluble freeze dried coffee powder facilities and one of the largest soluble spray dried coffee

powder plant in Malaysia

MALAYSIAOne of the largest non-dairy creamer plants in China which houses integrated spray-drying capabilities with real time monitoring and automated

control system

CHINA

FY2011 FY2012 FY2013 FY2014 FY2015


Dear Shareholders,

2015 marked 50 years of nation building in Singapore and as one of its homegrown brands, Super has moved along with the country’s transformation, growing in tandem with the economic progress in Singapore and the region in the last 29 years. Although the headwinds of economic volatility, regulatory risks and currency fluctuations dominated headlines in FY2015, we remain upbeat as we continue to seize opportunities and push our capabilities for new breakthroughs.

Our key markets of Myanmar, Singapore and China grew steadily and Thailand was stable during the year in review. However, regional currency volatility adversely impacted the Group’s performance. The Malaysian Ringgit which weakened 15% against the Singapore dollar during the year, adversely affected the Group’s reported revenue when the Ringgit-denominated sales were translated into Singapore dollar for consolidation purposes. The weakening of other regional currencies such as the Myanmar Kyat, Indonesian Rupiah and the Russian Rouble against the US Dollar also had an impact on margins and demand for our products as they became more expensive in local currency terms. This economic maelstrom was exacerbated by regulatory risks, natural disasters and security threats such as the Malaysia GST implementation in April 2015, the Myanmar flood in the second quarter, the regional haze – the worst in decades in the second half of the year, as well as the Bangkok bombing in August 2015.

Our PerformanceDespite these unforeseen and challenging situations, the Group demonstrated its tenacity by remaining profitable and delivering a net profit attributable to shareholders of S$47.3 million. The Group ended the financial year in a strong financial position with cash flow from operating activities improving by 15% to S$69.6 million, and a net cash and cash equivalents of S$123.9 million.

Our InitiativesFY2015 was the most active year since 2011 in terms of HQ-guided activities aimed at fortifying Branding, Product Innovation and Diversification of our portfolios and geographic footprint. Our pace of diversification and capex investments in expanding

in-house capabilities and capacities reflects our upbeat view of our business landscape over the longer term. We remain profitable because of the strategic planning that we had successfully executed over the last few years. We focused our efforts on building a strong foundation for the long-term and worked at appealing to the sophisticated and varied preferences of a discerning new generation of rising middle-income consumers.

We stepped up on new product roll-outs in the later half of the financial year to capitalize on seasonally driven rallies in some of our key Asian markets. These strategic investments towards building our sustainable future do come with heftier expenditures - such as higher depreciation charges, expanded headcount and prudently managed advertising and promotion expenses. However, we felt that these were necessary efforts to secure our brands’ mindshare, enhance our product portfolio offerings and expand our capabilities.

Today, I am gratified that the Super Group now has even stronger fundamentals, a more integrated business model, and a diversified product and market portfolio.

Product InnovationProduct Innovation is a key driver for our Branded Consumer (“BC”) business as it underpins our focus on introducing new relevant products to markets. In November 2015, we achieved a breakthrough by creating and launching an exciting new platinum standard for instant coffee.

ESSENSOTM Microground Coffee - the first 3-in-1 microground coffee comprising 100% Arabica coffee beans – was created through a fusion of finely ground coffee and soluble instant coffee processed under our proprietary MicroPlusTM Technique. The new product category offers our consumers the best of both worlds – the taste of freshly roasted ground coffee and the convenience of instant soluble coffee. We truly believe that ESSENSOTM is the next wave in instant coffee and has much potential to capture new markets.

In addition to the roll-out of new products, we also introduced new coffee concepts. We developed and launched Owl Kopitiam Roast steep bags and sachets -- which contain roast and ground coffee – to offer a unique Straits Asian coffee-drinking experience to our consumers. Owl: Beyond CoffeeFollowing the rebrand of Owl, our Group’s wholly-owned subsidiary, in October 2011, we launched the Owl Café concept to complement the brand’s fast-moving-consumer-goods (“FMCG”) strategy, and to tap new markets for its local coffee culture

David Teo Kee BockChairman and Managing Director

CHAIRMAN’SSTATEMENT

experiences. Owl Café’s unique offerings include its signature charcoal-roasted coffee blends and Straits Asian delicacies with a modern twist. Moving ahead, Owl plans to expand into the Food Service business with its specialized Owl Beverage Specialist entity, which will establish the brand beyond the coffee business.

As part of our often-articulated growth strategy, the BC business will focus on growing its brand equity through branding, product innovation and geographical diversification. Building brands will always be our core focus for this business segment as we seek to globalize our brands’ reach and grow the Group beyond a coffee company.

For the Food Ingredients (“FI”) segment, the Group will continue to focus on developing premium products such as our Botanical Herbal Extracts (“BHE”) and Nutritional Oil Powders (“NOP”) while adding value to existing ones. With plans to grow our FI business beyond Asia, we are working on beefing up our sales capabilities and appointing more distributors to expand our reach. These initiatives will differentiate Super from our competitors and allow the Group to strengthen its upstream value chain.

Our Near-term OutlookMoving ahead, we expect market conditions to remain competitive. These are extraordinary times and we remain vigilant in keeping a close watch on macro-economic and geo-political situations as well as their impact on our businesses. Rest assured, we will take expedient actions to mitigate any business impact.

Meanwhile, we will be unrelentless in ensuring that our three strategic initiatives - Branding, Innovation and Diversification – continue to be the Group’s life force as we deliver long-term growth and create value for our stakeholders.

Our Governance As the leading integrated instant food and beverage brand owner with a regional Asian footprint listed on Singapore’s Mainboard, our Group remains committed to balancing the interests of all our stakeholders. For the third time, in October 2015, we were awarded the Most Transparent Company Award in the F&B category by the Securities Investors Association Singapore (“SIAS”). We are pleased that our unflinching efforts towards transparency in corporate governance and disclosure were duly recognised. It surely gives us even more motivation and resolve to do even better in the years ahead.

DividendGrateful, as always, for the support of our shareholders, the Directors remain committed

to our dividend policy of paying out at least 50% of our net profit as dividends.

For the financial year ended 31 December 2015, the Board has proposed a final dividend of 1.2 cents per ordinary share, which, together with the interim dividend of 1.0 cent per ordinary share declared earlier in the year, represent a dividend payout of 52% of earnings.

This proposed final dividend, if approved by shareholders at the forthcoming Annual General Meeting to be held on 28 April 2016, will be paid out on 26 May 2016.

Since the implementation of our dividend policy, we have, over the last six years, paid out to shareholders a total dividends of S$211.0m. We trust that this more than adequately demonstrates our commitment to long-term shareholder value.

A Word of ThanksOur team of dedicated management and staff has worked tirelessly to achieve excellence and I would like to take this opportunity to thank all of them for their commitment and dedication. Moving ahead, we will continue to focus on talent management so as to develop our human capital to their fullest potential.

I would also like to thank all of our Directors for their strategic input and stewardship during the past year. My heartfelt appreciation is also extended to our business partners, distributors and customers for their continued trust in Super’s brand and vision.

I like the Chinese saying ‘没有最好，只有更好’ – which means, in our quest for excellence, there is only one way – to keep improving. While we navigate our Company through these economic challenges, I can assure you that Super Group will do what it takes to improve our product quality and innovation, distribution efficiency and overall business performance.

Regardless of the headwinds that may come our way in 2016, let’s encourage one another to meet these challenges head-on with confidence, gusto and the Super smile!

David Teo Kee BockChairman and Managing Director


FY2015 FY2014 FY2013 FY2012 FY2011

STATEMENT OF PROFIT OR LOSS (S$’000)

Revenue 509,240 539,461 557,009 519,268 440,972

Gross profit 182,440 189,620 209,460 181,426 142,076

Profit for the year 48,989 71,591 103,364 82,564 63,871

Profit attributable to owners of the Company 47,270 68,763 99,919 79,044 61,898

STATEMENT OF FINANCIAL POSITION (S$’000)

Total assets 665,387 631,121 599,111 542,863 502,446

Total liabilities 127,008 114,095 112,521 126,196 120,268

Total equity 538,379 517,026 486,590 416,667 382,178

Equity attributable to owners of the Company 521,873 497,562 466,934 398,917 366,907

PER SHARE DATA (CENTS)

Basic earnings per share 4.24 6.17 8.96* 7.09* 5.55*

Net asset value per share (note 1) 46.80 44.62 41.87 35.78 32.91

DIVIDENDS (CENTS)

Interim dividends per share 1.00 1.00 2.00 2.00 2.00

Final dividends per share 1.20 2.10 7.00 5.10 3.80

OTHER FINANCIAL RATIOS

Return on shareholders' equity (%) 9.27 14.26 23.08 20.64 17.77

Return on assets (%) 7.29 11.18 17.50 15.12 13.04

Dividend payout (%)(note 2) 51.90 50.28 50.22 50.08 52.24

Current ratio (no. of times) 3.15 3.21 3.09 2.50 2.74

Debt-to-equity ratio (note 3) (no. of times) 0.24 0.22 0.23 0.30 0.31

Notes: * Restated as required by FRS33 1. Net asset value per share is computed based on total assets less total liabilities and non-controlling interests.2. Dividend payout is calculated by dividing total dividends against profit attributable to owners of the Company. 3. Debt-to-equity ratio is calculated by dividing total liabilities against total equity.

FINANCIALHIGHLIGHTS


0 0

S$100,000 S$20,000

S$200,000 S$40,000

S$300,000 S$60,000

S$400,000 S$80,000

S$500,000 S$100,000

S$600,000 S$120,000

FY2013 FY2013FY2012 FY2012FY2014 FY2014FY2011 FY2011FY2015 FY2015

S$50

9,24

0

S$47

,270

S$53

9,46

1

S$68

,763

S$55

7,00

9

S$99

,919

S$51

9,26

8

S$79

,044

S$44

0,97

2

S$61

,898

S$509,240 S$47,270FY2015 FY2015

0 49.0%

S$100,00049.5%

S$200,00050.0%

S$300,000

50.5%

S$400,000

51.0%

S$500,00052.0%

51.5%

S$600,000 52.5%

FY2013 FY2013FY2012 FY2012FY2014 FY2014FY2011 FY2011FY2015 FY2015

DIVIDEND PAYOUT

S$52

1,87

3

51.9

%

S$49

7,56

2

50.3

%

S$46

6,93

4

50.2

%

S$39

8,91

7

50.1

%

S$36

6,90

7

52.2

%

S$521,873 51.9%FY2015

FY2015

REVENUE (S$’000) PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANY (S$’000)

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (S$’000)


Group Sales by Geographical Destination (S$’000)

S$33

3,86

7

S$36

6,34

6

S$38

6,58

0

S$32

0,91

6

S$28

1,04

5 Southeast Asia (excluding Singapore)

FY20

14

FY20

13

FY20

12

FY20

11

FY20

15

S$333,867 FY2015

Singapore

S$31

,346

S$30

,539

S$32

,428

S$35

,298

S$38

,600

FY20

14

FY20

13

FY20

12

FY20

11

FY20

15

S$31,346 FY2015

S$93

,510

East Asia

S$11

6,94

4

S$11

2,46

5

S$10

5,05

1

S$13

3,41

2

FY20

14

FY20

13

FY20

12

FY20

11

FY20

15

S$116,944 FY2015

Others*

S$27

,083

S$30

,111

S$32

,950

S$29

,642

S$27

,817

FY20

14

FY20

13

FY20

12

FY20

11

FY20

15

S$27,083 FY2015

Branded Consumer (“BC”) sales(S$’000)

Coffee Products Cereal Products Others (BC)^

FY20

14

FY20

14

FY20

13

FY20

13

FY20

12

FY20

12

FY20

11

FY20

11

FY20

15

FY20

15

S$26

3,04

3

S$32

,634

S$27

1,64

5

S$30

,567

S$28

4,66

2

S$30

,014

S$28

1,01

9

S$29

,359

S$24

0,47

2

S$28

,767

Food Ingredients (“FI”) sales(S$’000)

Non-Dairy Creamer Soluble Coffee Powder Others (FI)#

FY20

14

FY20

13

FY20

12

FY20

11

FY20

15

S$43

,522

S$49

,233

S$49

,825

S$44

,743

S$49

,378

FY20

14

FY20

14

FY20

13

FY20

13

FY20

12

FY20

12

FY20

11

FY20

11

FY20

15

FY20

15

S$10

7,41

3

S$61

,085

S$12

3,92

5

S$63

,263

S$11

7,54

7

S$74

,492

S$12

1,00

2

S$42

,888

S$87

,817

S$30

,771

FY20

14

FY20

13

FY20

12

FY20

11

FY20

15

S$1,

543

S$82

8

S$46

9

S$25

7

S$3,

767

S$263,043

S$107,413

S$32,634

S$61,085

S$43,522

S$1,543

FY2015

FY2015

FY2015

FY2015

FY2015

FY2015

FINANCIALHIGHLIGHTS


Group Sales by Geographical Destination (Percentage)

FY2014

FY2015

FY2013

FY2012 FY201126%

21%

21%

19%

62%

68%

64%

69%

7%

6%

9%

6%

5%

5%

6%

6%

23%

66%

6%

5%

Southeast Asia (excluding Singapore)

East Asia Singapore

Others*

FY2014FY2015

FY2013

FY2012 FY2011

9%

8%

10%

9%

50%

54% 55%

51%

6%

6% 7%

5%

12%

9% 7%

14%

1%

21%

Group Sales by Product Category (Percentage)

23%

23%

20%

Coffee Products

Others (BC)^ Non-Dairy Creamer

Others (FI)#

Soluble Coffee Powder

Cereal Products

9%

52%

6%

21%

12%

* Include Europe, Middle East, Africa, Oceania and North America markets.^ Include tea, cup noodles, snacks and others# Include malt cereals, tea and others


Business ReviewSuper’s integrated business model has proved to be resilient amid the challenging macro environment in FY2015, which was marked by weaker consumer sentiment, emerging markets’ currency depreciation, keen competition and policy changes in certain markets.

With over 90% of revenue coming from overseas markets, Super had to manage its exposure to various economic, political and environmental factors in regional markets. This includes the floods in Myanmar in 2Q15, the elections in Myanmar in November 2015, the implementation of goods and services tax in Malaysia in April 2015, the bombing incident in Bangkok in August 2015, and the haze in 2H15.

Backed by its resilient integrated business model and three-pronged strategy of branding, innovation and diversification, Super delivered a profit attributable to owners of the company of S$47.3 million and revenue of S$509.2 million in FY2015. This was supported by contributions from its key markets such as China, Thailand, Myanmar and Singapore.

The core Branded Consumer (“BC”) business and the complementary Food Ingredients (“FI”) segments contributed 67% and 33% of revenue in FY2015 respectively.

Moving ahead, Super will continue to enhance its resilient business model with a focus on delivering sustainable growth.

BRANDED CONSUMER (“BC”)

In FY2013, Super introduced its new brand architecture - where sub-brands were created to carry the different product range under its portfolio - as well as initiated the rebranding exercise for the “SUPER” brand.

In FY2015, following on these initiatives, the Group launched new coffee concepts aimed at the mass premium category to ride on Asia’s rising middle income group. ESSENSO™ – its latest range of premium microground coffees – was launched in 4Q15 in selected countries.

OWL Kopitiam Roast– a concept featuring roast and ground coffee packaged in filter bag – was relaunched in 3Q15 to offer Straits Asian coffee culture to fresh brewed lovers.

The Group’s investment in the branding team in China in 2014 has also paid off with BC sales in the current financial year strengthening amid the regional slowdown. Sales in China received a boost from the launch of four new interesting flavoured coffee (“花式咖啡”) series in 1H15 as well as expansion of distribution network.

Apart from investing in product innovation to deliver quality products to meet the changing needs of the rising middle class in Asia, Super is broadening the range of products it distributes to consumers.

In June 2015, Owl Beverage Specialist (“OBS”), a wholly-owned subsidiary of Super, was appointed as the sole distributor of Italy’s Caffe Cagliari products in Asia. The product offering ranges from whole beans and coffee grounds to capsule coffees and machines as well as complementary products like biscuits, coffee drinks, coffee sweets and sorbet. Caffe Cagliari, with over 100 years of history, has plans to make Singapore its regional distribution hub. OBS will also introduce Singapore’s first Cagliari Café franchise.

Earlier in April 2015, Super had entered into a joint venture agreement with a Russian business partner to distribute instant tea and coffee beverages in Russia under the “Golden Eagle” brand.

Moving into FY2016, Super has several other new products in the pipeline scheduled for launch as the Group strives to continually engage consumers with a range of new and innovative quality product offerings.

FOOD INGREDIENTS (“FI”)

In the past years, the Group had invested in expanding capacity to meet market demand and upgrading/adding facilities to produce premium products such as nutritional oil powder and botanical herbal extracts. These investments are necessary to better position Super for long-term growth. There are no major capital expenditure plans for the FI segment in the pipeline.

The Group is in the process of strengthening its sales capability, and will appoint key distributors to grow the FI business beyond Asia. The Group is hopeful that as demand for premium food ingredients gain traction, they will contribute more

OPERATIONS ANDFINANCIAL REVIEW


meaningfully towards the Group’s results. Over the longer term, the premium food ingredients will also help the Group to build customer loyalty and buffer against the keen competition in this segment.

BRANDED CONSUMER (“BC”)

In FY2015, BC sales decreased by 3% to S$339.2 million dragged by lower sales in certain Southeast Asia and East Europe countries mainly due to weaker consumer sentiment as well as depreciation of regional currencies. Malaysia, for instance, was impacted by a weaker Ringgit and exacerbated by the implementation of the goods and services tax with effect from April 2015. Product rationalisation in the Philippines and a weaker Russian Rouble also affected the Group sales in FY2015.

Competition intensified in certain markets amid weaker consumer sentiment. With a long-term view in mind, Super’s stance is to focus on building strong relationships with distributors to manage

Revenue Breakdown By Segment (S$’000)

Branded Consumer

S$539,461S$509,240

S$170,041

S$339,199

FY2014FY2015

Food Ingredients

volatilities in the currency markets and consumer demand rather than engage in prolonged price competition.

Some bright spots in FY2015 include Myanmar, Singapore and China. We also saw lower input costs of key raw materials such as Robusta coffee bean and hydrogenated palm kernel oil.

In terms of product category, coffee remained the major revenue contributor at 78%, followed by cereals at 10%, tea at 5% and others (including instant cup noodles, potato chips, etc) at 7%.

Looking ahead, the Group is hopeful that the launch of new products in 2H15 and beyond will help to boost sales in FY2016.

FOOD INGREDIENTS (“FI”)

FI sales decreased by 10% to S$170.0 million in FY2015 mainly due to a 16% decline in sales from Southeast Asia dragged by the Indonesia market. The depreciation of the Indonesian Rupiah had affected the demand for the Group’s products as they became more costly in local currency terms.

Sales in East Asia decreased by 3% on lower sales in China. Sales in other markets increased to S$1.6 million from S$0.9 million previously.

In terms of product category, non-dairy creamer was the largest revenue contributor at 63%, followed by soluble coffee powder at 36% and others at 1%.

The Group had substantially completed its capital expenditure plans for its FI segment. Besides enhancing its sales and distribution capabilities, the Group will continue to focus on upgrading its FI business to move up the value chain.

OutlookOver the next year, the Group expects market conditions to remain competitive and will keep a close watch on key input costs and currency fluctuations. Management is familiar with these challenges and will take appropriate actions to mitigate their impact on the Group’s business.

FY2015 BUSINESS SEGMENT REVIEW

S$188,016

S$351,445


Financial Review

STATEMENT OF PROFIT OR LOSSFY2015S$’000

FY2014S$’000

% change Increase/

(Decrease)

REVENUE 509,240 539,461 (6)

Cost of Sales (326,800) (349,841) (7)

GROSS PROFIT 182,440 189,620 (4)

Selling and distribution expenses (62,695) (63,430) (1)

General and administrative expenses (57,676) (56,224) 3

PROFIT FROM OPERATING ACTIVITIES 62,069 69,966 (11)

Net finance income 1,008 1,774 (43)

Net other income 2,960 10,179 (71)

Share of loss of equity accounted investees (net of tax) (678) (574) 18

PROFIT BEFORE TAX 65,359 81,345 (20)

Tax expense (16,370) (9,754) 68

PROFIT FOR THE YEAR 48,989 71,591 (32)

Non-controlling interests 1,719 2,828 (39)

PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANY

47,270 68,763 (31)

• Revenue decreased by 6% to S$509.2 million in FY2015 mainly due to lower BC and FI sales. Weaker consumer sentiment, keen competition, product rationalisation in the Philippines and currency volatilities – such as the depreciation of Malaysian Ringgit, Myanmar Kyat, Indonesian Rupiah and Russian Rouble against the Singapore Dollar and/or US Dollar – adversely affected sales.

• Gross profit decreased 4% to S$182.4 million on lower sales revenue.

• Selling and distribution expenses maintained at 12% of sales revenue.

• General and administrative expenses rose by 3% to S$57.7 million mainly due to higher depreciation charges following the completion of several expansion projects in the past financial year.

• Net other income decreased by 71% to S$3.0 million mainly due to the non-recurring gain of S$6.5m on the disposal of the Group’s Chin Bee factory in the last financial year.

• Effective tax rate increased from 12% to 25% of profit before tax mainly due to the expiry of tax incentive enjoyed by certain subsidiaries as well as withholding tax on overseas dividend remittances.

• Overall, profit attributable to owners of the Company declined by 31% to S$47.3 million in FY2015.



Financial Review (cont’d)

FINANCIAL POSITION HIGHLIGHTSFY2015S$’000

FY2014S$’000

% change Increase/

(Decrease)

TOTAL ASSETS 665,387 631,121 5

Property, plant and equipment 273,698 276,274 (1)

Investment in associates 7,644 7,572 1

Investment in joint ventures 3,269 – NM

Inventories 106,306 115,059 (8)

Trade and other receivables 140,759 118,237 19

Cash and cash equivalents 123,944 101,336 22

TOTAL LIABILITIES 127,008 114,095 11

Bank loans 27,383 20,000 37

Trade and other payables 81,137 79,466 2

Amounts due to related parties 2,735 31 8,723

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY

521,873 497,562 5

NON-CONTROLLING INTERESTS 16,506 19,464 (15)

• Total assets increased by 5% to S$665.4 million as at 31 December 2015. The biggest increase was from trade and other receivable due to higher trade receivables at the end of the financial year. An investment in a joint venture to distribute instant beverages in Russia also contributed to the increase in total assets.

Cash Flows (S$ million)

FY2011(120.0)

(80.0)

(0.0)

(40.0)

(40.0)

(80.0)

(120.0)

FY2013 FY2012FY2014FY2015

• Total liabilities increased to S$127.0 million as at 31 December 2015 mainly due to bank loans undertaken by certain subsidiaries for working capital financing. Higher amount due to related parties arising from higher trade payables owing to an associate also contributed to the increase in total liabilities.

• Overall, equity attributable to the owners of Company were higher at S$521.9 million as at 31 December 2015 on higher reserves.

(46.0)

(57.2)

(31.3)

(58.0)

(85.9)

(33.8)

(40.6)

(66.8)

(41.9)

(26.0)

(60.4)

(33.6)(15.2)(34.3)

(69.6) Net cash from operating activities

Net cash used in investing activities

Net cash used in financing activities

* NM: Not Meaningful

CASH FLOWS AND FINANCIAL RESOURCES


Cash and Cash Equivalents (S$ million)

Debt-to-Equity Ratio (Times)

FY2015

FY2015

70

60

0.00

80

0.10

100

0.20

90

110

120

0.30

130

0.40

FY2013

FY2013

FY2014

FY2014

FY2012

FY2012

FY2011

FY2011

The Group’s cash and cash equivalents increased by S$22.6 million in FY2015 to S$123.9 million, from S$101.3 million in FY2014.

Net cash from operating activities increased to S$69.6 million in FY2015, as compared to S$60.4 million in FY2014. The improvement in operating cash flows reflects the Group’s strong cash generative business model.

During the past years, the Group had invested in several expansion projects to lay the foundation

for long term growth. Most of these projects had been completed in the previous year. Hence, net cash used in investing activities was lower at S$15.2 million in FY2015, as compared to S$26.0 million a year ago.

Net cash used in financing activities during the year remained relatively stable at S$34.3 million as the Group paid out dividends and repaid some bank loans.

101.3 98.5

112.2

122.7123.9

0.310.30

0.230.220.24

* Calculated as total liabilities divided by total equity

BORROWINGS


CASH FLOWS AND FINANCIAL RESOURCES (CONT’D)


FY2015

100.0

0

200.0

300.0

400.0

600.0

500.0

FY2013FY2014 FY2012 FY2011

366.9398.9466.9497.6

521.9

* Calculated based on total assets less total liabilities and non-controlling interests

The Group’s debt-to-equity ratio was relatively consistent at 0.24 times as at 31 December 2015.

The Group has borrowings of S$27.4 million. These relate to the bank loans undertaken to finance its expansion projects and working

capital requirements. These bear interest rates that range between 1.53% – 7.34% per annum.

The Group is in compliance with all its borrowing covenants for the financial year ended 31 December 2015.

FY201549.0%49.5%50.0%50.5%51.0%51.5%

52.5%52.0%

FY2013FY2014 FY2012 FY2011

As the Group continues to be profitable and manage its balance sheet effectively, equity attributable to owners of the Company continues on an upward trend. The Group achieved an equity attributable to owners of the Company of S521.9 million as at 31 December 2015, 5% higher than the previous year.

An interim dividend of 1.0 Singapore cents per ordinary share (one-tier tax-exempt) was distributed for the first half of financial year 2015. The Board is pleased to propose a final dividend of 1.2 Singapore cents per ordinary share (one-tier tax exempt) for the second half of financial year 2015. The proposed dividend is subject to shareholders approval at the forthcoming Annual General Meeting to be held on 28 April 2016, and if approved, it will be paid out on 26 May 2016.

The Group remains committed to paying out at least 50% of its annual net profit as dividends to shareholders. The Group may adjust the dividend payout or return capital to shareholders as it adjust its capital structure to take into account prevailing economic environment and strategic opportunities available.

52.2%

50.1%50.2%50.3%

51.9%

DIVIDENDS (EXPRESSED AS A PERCENTAGE OF PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANY)

EQUITY ATTRIBUTABLE TO OWNER OF THE COMPANY (S$ MILLION)


BOARD OFDIRECTORS

Date of Initial Appointment: 7 January 1992 Date Last Re-elected: Not Applicable

Mr Teo, a founding member of Super, is credited as the initiator of Super’s 3-in-1 beverage products. For more than 25 years, he has led the Group’s growth and development in Asia’s fast-paced and competitive food and beverage industry.

In 1994, upon the successful listing of Super on Singapore Stock Exchange, Mr Teo was appointed Chairman and Managing Director of the Group.As an active contributor to the Singapore economy and society, Mr Teo also founded another publicly listed company, Fuji Offset Plates Manufacturing Ltd, and remained as its Chairman.

Mr Teo was recognised for his entrepreneurial vision and achievement when he was named the Ernst & Young Entrepreneur of the Year Singapore 2006 and the Category Winner in Manufacturing and Business Services.

Present Directorships / Chairmanships in other listed companies:• Fuji Offset Plates Manufacturing Ltd

(Executive Chairman)Principal Commitments:NilPast Directorships in other listed companies held over the preceding 3 years:Nil

Date of Initial Appointment: 13 April 1991Date Last Re-elected:26 April 2013

Mr Te holds the office of Executive Director and is also a founding member of Super, which was incorporated in 1987. He is responsible for the overall sales & marketing, purchasing, R&D and production of Super’s products.

Present Directorships / Chairmanships in other listed companies:NilPrincipal Commitments:NilPast Directorships in other listed companies held over the preceding 3 years:Nil

MR DAVID TEO KEE BOCK

MR RONALD TE KOK CHIEW

Chairman & Managing Director

Executive Director


Date of Initial Appointment: 13 April 1991Date Last Re-elected:28 April 2014

Mdm Te holds the office of Executive Director and is also a founding member of Super. She administers the human resource function in the Company.


MDM JUNE TE LAY HOON

MR LEE CHEE TAK

MR CHARLES K LI @ LI KANG

MR PETER TAN TIAN OON

Executive Director

Executive DirectorExecutive Director

Executive Director

Date of Initial Appointment: 1 June 2003Date Last Re-elected:27 April 2015

Mr Tan joined the Company in June 1998 as International Sales Manager. He was promoted to General Manager (International Sales) in January 2001, and appointed as an Executive Director in June 2003. He oversees sales and marketing planning and execution for various key subsidiaries and distributors in Asia. Prior to joining the Company, Mr Tan held sales and marketing positions in various food and beverage companies.


Date of Initial Appointment: 5 August 2004Date Last Re-elected:26 April 2013

Mr Li joined the Company in 1996 as a Project Manager and was appointed as an Executive Director of the Company’s subsidiary, Super Continental Pte Ltd, in 2002. In August 2004, Mr Li was appointed as an Executive Director of the Company and is responsible for food ingredient manufacturing, R&D, project development and technical management.

Mr Li is responsible for the overall strategic development of Super’s Food Ingredients business segment.


Date of Initial Appointment: 7 March 1994Date Last Re-elected:28 April 2014

Mr Lee joined the Company in 1992 as an accountant and was appointed as an Executive Director in 1994. He is responsible for the development of overseas markets and worldwide trademark matters of the Group. He is also the management representative of the Company’s ISO Committee.



Date of Initial Appointment: 28 February 2006 Date Last Re-elected: 27 April 2015

Mr Sam Goi joined the Board as Vice-Chairman and Non-Executive Director on 28 February 2006. He is the Executive Chairman of Tee Yih Jia Group and GSH Corporation. Tee Yih Jia is a global food and beverage group with operations in Singapore, Malaysia, USA, Europe and China. GSH delivers premium real estates and services for the residential, commercial and hospitality markets. The company owns and operates the 5-Star Sutera Harbour Resorts, marina and golf course in Kota Kinabalu. GSH is listed on the Mainboard of the Singapore Exchange.

Mr Goi also serves on the board of three other Mainboard-listed companies – as Vice-Chairman of Envictus International Holdings Limited; JB Foods Limited, and Director of Tung Lok Restaurants (2000) Ltd. He has investments across a range of listed and private entities in numerous industries, such as food and beverage, consumer essentials, recycling, distribution and logistics.

Mr Goi was awarded “Businessman of the Year” at the Singapore Business Awards (2014) and the “SG50 Outstanding Chinese Business Pioneers Award” (2015). For his social and business contributions to Kota Kinabalu, he was conferred a Datukship by the Head of State of Sabah. At the 49th National Day Awards, Mr Goi was conferred the Public Service Star (Bar) - BBM ( L ) - by the President of Singapore for his contributions to the community.

Present Directorships / Chairmanships in other listed companies:• GSH Corporation Limited (Executive Chairman)• Envictus International Holdings Limited (Non-

Executive Vice-Chairman)• JB Foods Limited (Non-Independent, Non-

Executive Director & Vice-Chairman)• Tung Lok Restaurants (2000) Ltd (Non-

Independent & Non-Executive Director)Principal Commitments:NilPast Directorships in other listed companies held over the preceding 3 years:Nil

MR GOI SENG HUI, BBM (L)

Vice-Chairman & Non-Executive Director

Date of Initial Appointment: 28 April 2011Date Last Re-appointed:27 April 2015

Mr Das joined the Board as Non-Executive Director in 2011. He is currently the Managing Director of NUR Investment & Trading Pte Ltd. He also sits on the Boards of Yeo Hiap Seng Limited and TalkMed Group Ltd. Currently, he is Singapore’s non-resident High Commissioner to Sri Lanka. Mr Das was the Chairman of the Trade Development Board from 1983 to 1986 and Chairman of NTUC Fairprice from 1993-2005. He served as a Member of Parliament from 1980 to 1996. Mr Das graduated from the University of Singapore with a Bachelor of Arts in Economics (Honours). He also holds a Certificate in Education from the former Singapore Teachers’ Training College.

Present Directorships / Chairmanships in other listed companies:• Yeo Hiap Seng Limited (Deputy Chairman & Lead

Independent Director)• TalkMed Group Ltd (Non-Executive Chairman

& Independent Director)Principal Commitments:• NUR Investment & Trading Pte LtdPast Directorships in other listed companies held over the preceding 3 years:• Si2i Ltd (formerly known as Spice i2i Limited)• Sincere Watch Limited• CapitaMall Trust Management Ltd, the Manager

of CapitaMall Trust• Nera Telecommunications Ltd• Ascott Residence Trust Management Limited,

the Manager of Ascott Residence Trust

MR CHANDRA DAS S/O RAJAGOPAL SITARAM

Non-Executive Director

BOARD OFDIRECTORS


Date of Initial Appointment: 1 June 2003Date Last Re-elected:28 April 2014

Mr Lai joined the Board as an Independent Director in June 2003. He graduated from the University of London with a Bachelor of Law degree with Honours and obtained his Barrister-at-Law from Lincoln’s Inn. In 1982, he was admitted as an Advocate and Solicitor of the Supreme Court of Singapore. He is presently a Notary Public and Commissioner for Oaths, a member of the Singapore Institute of Arbitrators and a member of the SGA Governing Council. He is the Honorary Legal Advisor to the Basketball Association of Singapore and the President of the Keppel Club. He is also an Independent Director of Koh Brothers Group Limited. Mr Lai is also the Managing Partner of Lai Mun Onn & Co, a law firm in Singapore.

Present Directorships / Chairmanships in other listed companies:• Koh Brothers Group Limited (Independent

Director)Principal Commitments:• Lai Mun Onn & Co (Manager / Owner)• Basketball Association of Singapore (Honorary

Legal Advisor)• Keppel Club (President)Past Directorships in other listed companies held over the preceding 3 years:Nil

MR LAI MUN ONN

Independent Director

Date of Initial Appointment: 27 June 1994Date Last Re-appointed:27 April 2015

Mr Goh joined the Board as an Independent Director in 1994. He is a Certified Public Accountant who runs his own practice, Goh Boon Kok & Co. He has more than 30 years of experience in both auditing and accounting through holding various positions with companies and government agencies. He served as the Regional Financial Controller at Richardson-Merrell Pte Ltd and the Chief Accountant at Far East Levingston Shipyard Ltd. Prior to that, he was a Cost and Finance Analyst at the Economic Development Board and the Assistant Examiner at the Inland Revenue Department of Singapore.

Present Directorships / Chairmanships in other listed companies:• Pan Asian Water Solutions Limited (Independent

Director)• GDS Global Limited (Independent Director)Principal Commitments:• AZ Capital Pte Ltd (Director)• Goh Boon Kok Services Pte Ltd (Director)• RZ Capital Pte Ltd (Director)• Goh Boon Kok & Co (Sole-Proprietorship /

Partner)• Venture Consulting Enterprise (Manager /

Owner)Past Directorships in other listed companies held over the preceding 3 years:• Blumont Group Ltd.• Greatronic Limited• Magnus Energy Group Ltd.

MR GOH BOON KOK

Lead Independent Director


Date of Initial Appointment: 5 August 2004Date Last Re-elected:28 April 2014

Mr Lim joined the Board as an Independent Director in August 2004. He graduated from Monash University, Australia with a Bachelor’s Degree in Economics majoring in Accounting and a Bachelor’s Degree in Law in 1985 and 1986, respectively. Mr Lim runs his own business in Malaysia.

Present Directorships / Chairmanships in other listed companies:• Fuji Offset Plates Manufacturing Ltd (Independent

Director)Principal Commitments:NilPast Directorships in other listed companies held over the preceding 3 years:Nil

Date of Initial Appointment: 8 November 2006Date Last Re-elected:27 April 2015

Mr Ko joined the Board as an Independent Director in November 2006. He is currently the President and Executive Director of KOP Limited (formerly known as Scorpio East Holdings Ltd.) Prior to this, he was the Chairman of Athena Corporation Pte Ltd. Mr Ko also holds chairmanship and directorships at various companies. He also serves as Independent Director on the Board of four other public companies listed on SGX – Koon Holdings Limited, San Teh Ltd, KSH Holdings Limited and Lian Beng Group Ltd.

Present Directorships / Chairmanships in other listed companies:• Koon Holdings Limited (Independent Director)• San Teh Ltd (Independent Director)• KOP Limited (formerly known as Scorpio East

Holdings Ltd.) (President / Executive Director)• KSH Holdings Limited (Independent Director)• Lian Beng Group Ltd (Independent Director)Principal Commitments:• Scorpio Group (excluding KOP Limited) (Chief

Executive Officer)Past Directorships in other listed companies held over the preceding 3 years:Nil

MR KO CHUAN AUN

MR LIM KANG SAN



BOARD OFDIRECTORS


MS ELAINE TEO SZE HWEE General Manager

Ms Teo joined the Company in 1999 and is responsible for the branding, marketing and product development of the Group. Elaine’s extensive experience in these fields has given her an edge to heighten the Group’s market expansion in the region. She is also responsible for business development in Singapore and Malaysia. She spearheaded the rebranding exercise for the Company and is continuing her efforts in building a stronger Super brand with the right brand and marketing initiatives that will resonate and appeal to today’s consumers. This will not only strengthen the Group’s brand presence in key markets, but also provide the platform to penetrate into new markets for growth opportunities. Elaine hopes not only to expand the Group’s product portfolio, but also to create products that will bring a smile to their customers on everyday occasions.

MR RICHMOND TE YAN MING Group Assistant General Manager — Owl International Pte Ltd, a subsidiary company

Mr Te joined the company in 2010 and is responsible for managing Group’s subsidiary, OWL lines of business, overseeing the day to day operations of the company.

He will be instrumental in charting business development of OWL’s local and overseas expansion, ensuring an overall marketing synergy and brand consistency at every touch point to stay in line with market trends and strengthen its presence in Asia.

With the new established OWL CAFÉ in 2012, he aims to build a niche brand that with resonate and appeal to today’s consumers. This includes a wholly-owned subsidiary – Owl Beverage Specialist Pte. Ltd. (“OBS”) in late last year to operate and franchising OWL CAFÉ and single serve coffee market to contribute and strengthen the Group’s brand presence in the markets, but also provide the platform to penetrate new markets for growth opportunities.

Mr Te hopes not only to expand OWL’s product portfolio, but also to promote the heritage of Straits Asian coffee culture to the rest of the world.

MR DARREN TEO JUNXIANG Assistant General ManagerStrategy & Business Development

Mr Teo started his career as a Business Development Executive for Super in 2007. He assists key management in strategy planning and overseas business expansion. In 2008, he spearheaded a restructuring exercise for Super Group which led to the Group focusing on its core Food and Beverage business and disposing its non-core activities. As overseas expansion is crucial to Super Group’s growth strategies, he also implemented dual engine of growth strategy in 2008 (Branded Consumer & Food Ingredients) which further strengthened the Group's revenue streams to grow its business in Asia. In 2009, he established Super Group's Corporate & Investor Relations Team and continues to lead the team while also assuming the role of Corporate Strategy and Business Development Manager.

In 2014, Darren was appointed Group Assistant General Manager for Strategy & Business Development, overseeing the Group's overall strategy and commercial activities covering more than 65 countries.

MR JAMES WONG FOOK SUNGDirector, Finance & Corporate Affairs — Super Coffee Corporation Pte Ltd, a subsidiary company

Mr Wong joined the Company in 1997 as General Manager for Group Corporate affairs and was appointed as an Executive Director in 1999. He assists the chairman in the Group’s business development, finance and corporate matters. On 27 April 2015, Mr Wong retired as a Director of the company in an effort to reduce the board size in compliance with the 2012 Corporate Governance guideline. He continues to retain his executive duties and responsibilities after his retirement as a Director of the Company.

MR KOH CHUN YUANChief Financial Controller

Mr Koh joined the Company in 2004. He is responsible for the Group’s financial and accounting function which includes auditing, taxation and banking matters. Mr Koh is also involved in the Company’s compliance with the Companies Act and SGX listing requirements as well as the corporate affairs for the Group.

KEYMANAGEMENT


MR STEVEN LIM KIM HUATGeneral Manager — Super Food Marketing Sdn Bhd, a subsidiary company

Mr Lim is the General Manager of Super Food Marketing Sdn Bhd. He oversees the distribution of the Group’s products in Malaysia. Mr Lim has been with the Group since 1999; prior to which he was the marketing manager of a leading food manufacturer in Malaysia. Mr Lim has more than 30 years of experience in sales and marketing.

MR RICHARD LIM CHEE KEONG Chief Executive Officer — Super Food Technology Sdn Bhd, a subsidiary company

Mr Lim is the Chief Executive Officer of Super Food Technology Sdn Bhd (“SFT”) and its subsidiary companies in Malaysia. He is responsible for financial and accounting matters as well as corporate affairs of the SFT group of companies. Mr Lim also oversees the operations of the Group’s instant noodles and potato chips manufacturing facilities. He joined the Group in 1997 during the initial construction of the manufacturing facilities at Plentong, Johor Bahru.

MR LIM LEE SENGGeneral Manager — Super Coffeemix Ltd, a subsidiary company

Mr Lim joined the Company in 1995. He is the General Manager of Super Coffeemix Ltd. Mr Lim takes charge of the operations, financial and accounting matters of the Group’s packaging plant in Myanmar. He is also involved in business development for the Myanmar market.

MR WANG WEN JIAGroup R&D General Manager

Mr Wang worked in the Company’s Research & Development Department from 1994 to 2000, and rejoined the Company in January 2010 as Group R&D Assistant General Manager in charge of research & development and quality assurance matters for the Group. Prior to the latter appointment, he was with Fraser & Neave as its Technical Development Manager in charge of research and development for dairy and non-carbonated soft drinks.

MR JAMES YEO PECK HONGGeneral Manager (Asia Pacific)

Mr Yeo joined the Company in 1998. He is responsible for export sales to the Asia Pacific region. Mr Yeo undertakes sales and marketing planning and execution for the markets under his purview. He is also the General Director of Super Coffeemix Viet Nam Ltd, a subsidiary company. Mr Yeo takes charge of business development for the Group’s investment in Vietnam.

MR JAICHNDRA RAOGeneral Manager (Europe/Middle East/Africa)

Mr Rao joined the Company in 1996 from Nestle India Ltd where he spent 12 years holding various roles in sales, marketing and business development in different regions of the country. Mr Rao is responsible for export sales to the Europe/Middle East/Africa region. Mr Rao undertakes sales and marketing planning and execution for the markets under his purview. He is also responsible for exploring various markets in South Asia.

MR DENNIS LIMGeneral Manager, Sales (Singapore) A veteran in the Fast-Moving-Consumer-Goods (“FMCG”) industry, Mr Lim joined the Company in 2000. He leads the local sales team, and undertakes sales and marketing execution for the markets under his purview. Mr Lim is fully responsible for the day-to-day running of the sales department and also oversees the sales of the Group’s Owl brand coffee.

MR VIJAYANDRAN JOSEPHGeneral Manager — Super Continental Pte Ltd, a subsidiary company

Mr Joseph joined the Company in 1995, and assumed the post of General Manager of Super Continental Pte Ltd from 2001 to 2009. He rejoined the Group in 2011 after a career move to Australia. Mr Joseph is involved in the business development and supply chain of the Group’s ingredients business segment.

KEYMANAGEMENT


ExecutiveTeo Kee Bock (Chairman & Managing Director)Te Kok ChiewTe Lay HoonLee Chee TakTan Tian Oon Charles K Li @ Li Kang

Non-ExecutiveGoi Seng Hui (Vice-chairman)Chandra Das S/O Rajagopal Sitaram

IndependentGoh Boon Kok (Lead Independent Director)Lai Mun OnnLim Kang SanKo Chuan Aun

Goh Boon Kok (Chairman)Lai Mun OnnKo Chuan Aun

Lim Kang San (Chairman)Goh Boon KokLai Mun OnnKo Chuan Aun

Lai Mun Onn (Chairman)Goh Boon KokLim Kang SanKo Chuan Aun

Teo Kee Bock (Chairman)Wong Fook SungTan Tian OonGoh Boon Kok

Tan Cher Liang

30 Tuas Link 2 Super Group BuildingSingapore 638568Tel : (65) 6753 3088Fax : (65) 6753 7833Website : www.supergroupltd.com

Boardroom Corporate & Advisory Services Pte Ltd50 Raffles Place #32-01 Singapore Land TowerSingapore 048623Tel : (65) 6536 5355Fax : (65) 6536 1360

KPMG LLP16 Raffles Quay #22-00 Hong Leong BuildingSingapore 048581Teo Han Jo (Audit Partner)(Appointed in 2013)

Rajah & Tann LLP

BOARD OF DIRECTORS

AUDIT & RISK COMMITTEE

NOMINATING COMMITTEE

REMUNERATION COMMITTEE

SPECIAL COMMITTEE

COMPANY SECRETARY

REGISTERED OFFICE

SHARE REGISTRAR

AUDITORS

SOLICITOR

CORPORATEINFORMATION


FinancialcOnTEnTS

46 Corporate Governance

58 Directors’ Statement

63 Independent Auditors’ Report

64 Consolidated Statement of Profit or Loss

65 Consolidated Statement of Comprehensive Income

66 Statements of Financial Position

67 Consolidated Statement of Changes in Equity

71 Consolidated Statement of Cash Flows

73 Notes to the Financial Statements

129 Shareholders’ Information

131 Notice of Annual General Meeting

Proxy Form

cORPORaTE GOVERnancE

The Board of Directors (or “the Board”) of Super Group Ltd. (“Super” or “the Company”) recognises the importance of corporate governance and good business practices. The Board and Management have used their best endeavour to align the Company’s governance framework with the recommendations of the Code of Corporate Governance 2012 (the “2012 CG Code”).

This report describes the Company’s main corporate governance practices. The Company confirms that it is substantially in compliance with the 2012 CG Code and reasons for any deviation are explained below.

BOARD MATTERS

Board of Directors (Principle 1)

As at the date of this report, the Board has 12 directors. The directors are as follows:

Executive Directors

Teo Kee Bock (Chairman & Managing Director)Te Kok Chiew Te Lay Hoon Lee Chee Tak Tan Tian Oon Charles K Li @ Li Kang

Non-Executive Directors

Goi Seng Hui (Vice-Chairman)Chandra Das S/O Rajagopal Sitaram

Independent Directors

Goh Boon Kok (Lead Independent Director)Lai Mun OnnLim Kang SanKo Chuan Aun

Role of the Board (Principle 1)

The Board’s primary role is to protect and enhance long-term shareholders’ value. The principal roles of the Board are:

(a) Setting strategic directions, establishing goals for management and monitoring the achievement of these goals;

(b) Ensuring the Group’s compliance with regulations, policies, directives, guidelines and internal code of conduct;

(c) Providing oversight by identifying the principal risks that may affect the Group’s businesses and ensuring that appropriate systems to manage these risks are in place; and

(d) Assuming responsibility for corporate governance.

The Board has adopted internal guidelines that require Board’s approval for matters such as major investments, material acquisitions and disposal of assets, major funding, material capital expenditures and nomination of board members and appointment of key personnel and ensure compliance by the Group with relevant laws and regulations.



Board Processes (Principle 1)

To assist in the execution of its responsibilities, the Board has delegated specific responsibilities to four board committees namely Nominating, Remuneration, Audit and Risk and Special Committees. These board committees function within clearly defined terms of reference, which are reviewed on a regular basis. These terms of reference had been amended to be in line with the recommendations of the 2012 CG Code. The Chairman of respective Committees will report to the Board on the outcome of the Committee meetings. The Board is also responsible for ensuring an adequate system of internal and management control.

The Board meets on quarterly basis to review and evaluate performance and business strategies of the Group and address key policy issues. Ad-hoc Board meetings are convened as and when warranted by matters requiring the Board’s attention. If necessary, Board meetings may be conducted by way of telephone or video conferencing as permitted under the Company’s Constitution. The Directors’ attendance at Board and Board Committee meetings during the financial year ended 31 December 2015 is set out as follows:

BoardAudit and Risk

CommitteeNominatingCommittee

RemunerationCommittee

SpecialCommittee

No. of meetings held in 2015 4 5 1 1 2

Name & Attendance of Director:Teo Kee Bock 4 – – – 1Te Kok Chiew 4 – – – –Te Lay Hoon 4 – – – –Lee Chee Tak 3 – – – –Tan Tian Oon 4 – – – 2Charles K Li @ Li Kang 4 – – – –Goi Seng Hui 4 – – – –Chandra Das S/O Rajagopal Sitaram 3 – – – –Goh Boon Kok 4 5 1 1 2Lai Mun Onn 4 5 1 1 –Lim Kang San 4 – 1 1 –Ko Chuan Aun 4 5 1 1 –Wong Fook Sung * 1 1 (1) – – 2 (2)

* Mr Wong retired as a Director of the Company at the last Annual General Meeting held on 27 April 2015.(1) By invitation.(2) Remains as a member of the Special Committee although he retired as a Director with effect from 27 April 2015.

Special Committee (Principle 1)

The Special Committee comprises Mr Teo Kee Bock (Chairman), Mr Tan Tian Oon, Mr Goh Boon Kok and Mr Wong Fook Sung.

The Special Committee (“SC”) is a board committee, set up for the following purposes:

(a) to review business risks and recommend financial strategies and policies;

(b) to review and recommend any equity capital raising or restructuring plans;

(c) to review and recommend mergers, acquisitions and divestments; and

(d) to oversee the implementation of the Enterprise Risk Management Policy and Manual (“ERM Policy”) across the Group and reports to the Audit and Risk Committee on the overall risk exposure as well as risk management practices.



To assist the Audit and Risk Committee (“ARC”) in its supervision of risk management, the SC was tasked to oversee the implementation of the ERM Policy through periodic comprehensive review of the Group’s key risks. The SC Terms of Reference was also amended to incorporate the roles and responsibilities of the SC in the risk management process stipulated in the ERM Policy adopted by the Group. The SC would report to the ARC, which would oversee the risk management function, on the overall risk exposure as well as risk management practices.

To enable it to discharge its function properly, the SC may, as it deems fit, obtain such external or other independent professional advice as it considers necessary to carry out its duties.

In 2015, the SC met to review the Key Risks Registers on a periodic basis to ensure that the identified risks relevant to the Group are still relevant in the current operating environment and that the mitigating controls and processes are in place to address these identified risks. The SC also took the opportunity to review the ERM Policy to ensure that the Policy stays relevant. The SC then submits a report to the ARC to assist the latter in developing sufficient understanding to express an opinion over risk management and the internal control environment.

Training (Principle 1)

The Company has in place an orientation program for new directors (if and when appointed) to ensure that incoming directors are familiar with the Group’s business, operational and financial policies. On an on-going basis, the Directors are briefed by the Company Secretary and external professionals on updates to relevant regulations and governance requirements and accounting standards. During the year, the Directors have been briefed on the latest key changes to the Companies Act and changes to Listing Rules as well as developments in accounting principles by the Company Secretary and Auditors.

The Company supports its directors in being members of the Singapore Institute of Directors (“SID”) for them to receive journal updates and trainings from SID. The Company also funds the Directors’ attendance at any training programme or seminar on new updates in the requirements of the SGX-ST Listing Rules, the Companies Act and/or other regulations/statutory requirements in connection with their duties as directors from time to time. Below is the table of trainings/seminars attended by the Directors during the financial year:

Description of Trainings / Seminars Attended Organized By

Cyber Security Forum Singapore Institute of DirectorsChairman’s Conversation Singapore Institute of DirectorsAC Chairman Roundtable Conference – Audit Quality Indicator Singapore Institute of DirectorsDirectors’ Conference 2015 Singapore Institute of DirectorsBoard Chairmen’s Conversation Singapore Institute of DirectorsRemuneration Committee Chairmen’s Conversation Singapore Institute of DirectorsUpdate on Revised Guidebook for Audit Committee – New Guidance and Recommendations Internal Auditors, Ernst &

Young Advisory Pte Ltd

Board Composition and Balance (Principle 2)

As at the date of this report, the Board currently comprises 12 Directors with 6 non-executive Directors of whom 4 are independent. The Board is aware of the timeline for the prescribed board changes under the 2012 CG Code where independent directors should make up at least half of the board where the Chairman of the Board and the Chief Executive Officer is the same person. In an effort to reduce the board size in a progressive and orderly manner, Mr Lee Chee Tak who is retiring by rotation pursuant Article 88 of the Company’s Constitution, will not be seeking for re-election at the forthcoming AGM on 28 April 2016. The Board together with the Nominating Committee (“NC”) is still actively reviewing its composition so as to work towards complying with this requirement.



The independence of each Director is reviewed annually by the NC taking into account the relevant provisions of the 2012 CG Code, namely whether the Directors are independent in character and judgement and free from relationships or circumstances which are likely to affect or could appear to affect the Directors’ judgement. The following Directors would have served on the Board for nine years or more by the forthcoming AGM to be held on 28 April 2016 as Independent Directors:

(a) Mr Goh Boon Kok;

(b) Mr Lai Mun Onn;

(c) Mr Ko Chuan Aun; and

(d) Mr Lim Kang San.

The NC rigorously reviewed independence of these Directors at the last NC Meeting. Based on both the verbal and written confirmations given by the aforementioned Independent Directors, the NC found no reason to understand that their length of services has in any way dimmed their independence. Given their combined strength of characters, objectivity and wealth of business, working experience and professionalism in carrying out their duties, the NC found them suitable to continue to act as Independent Directors. The Board unanimously concurred with the NC’s view and acknowledges and recognises the benefits of the experience and stability brought by these long-serving Independent Directors.

The Executive Directors have extensive experience in the industry and the Independent Directors are well established in their respective professions and possess the relevant expertise and experience in areas such as accounting, finance and business management.

The independence of each Director is reviewed annually by the NC which has adopted the 2012 CG Code’s definition of what constitutes an independent director in its review. See further details on this under Principle 4.

Annually, a review of the size and composition of the Board is undertaken by the Company to ensure that the current size and composition is appropriate for the nature of the Group’s operations and facilitate effective decision-making. The Board, with the concurrence of the NC, is satisfied that the Board comprises Directors who as a group provide core competencies such as industry knowledge, strategic planning experience and customer-based experience and knowledge, finance, accounting, business and management experience necessary to meet the Company’s performance targets and to facilitate effective decision-making.

Profiles and key information of the individual Directors, including their directorships and chairmanships both present and those held over the preceding three years in other listed companies, and other principal commitments, are disclosed on pages 36 to 40 of this Annual Report.

Chairman and Managing Director (Principle 3)

Mr Teo Kee Bock is both Chairman and Managing Director of the Company. He bears executive responsibility for the business performance of the Company as Managing Director and has been running the day-to-day business of the Company since he assumed these positions in 1994. He has in-depth knowledge of the business and operations; in particular, his relationship with customers, suppliers and other parties has contributed positively to the growth and development of the Group’s business since its inception.

The Board is satisfied that in relation to the Company’s present business needs and in consideration of Mr Teo’s past performance, integrity and objectivity in discharging his responsibilities, the Board fully supports the retention of his role as Chairman and Managing Director. As Chairman, he ensures that Board meetings are held when necessary, sets the agenda and ensures complete, adequate and timely information flow between the Board and management.



Lead Independent Director (Principle 3)

Taking cognisance of the non-separation of the roles of the Chairman and the Managing Director, Mr Goh Boon Kok, an independent director who is also the Chairman of the Audit and Risk Committee, member of Nominating, Remuneration and Special Committees, has been appointed as the Lead Independent Director on 1 March 2013 in line with the recommendations under the 2012 CG Code. He will be available to shareholders where they have concerns for which normal channels to the Chairman and Managing Director has failed to resolve or is inappropriate.

Nominating Committee (Principles 4 and 5)

The Nominating Committee (“NC”) comprises Mr Lim Kang San as Chairman, Mr Goh Boon Kok, Mr Lai Mun Onn and Mr Ko Chuan Aun as members, all of whom, including the Chairman, are independent.

The NC is guided by its terms of reference which sets out its responsibilities. The terms of reference had been amended to be in line with the 2012 CG Code. These include:

(a) Reviewing of board succession plans for directors, in particular, the Chairman and the Managing Director;

(b) Evaluating the performance of the Board, its Board Committees and proposing objective performance criteria for Board’s approval;

(c) Establishing procedures for and making recommendations to the Board on all Board appointments and re-appointments (as well as alternate director, if applicable);

(d) Determining annually if a Director is independent; and

(e) Evaluating if a Director has multiple board representations and if he is able to and has been adequately carrying out his duties as a Director.

The NC has adopted a formal system of evaluating the board performance as a whole. This process entails the completion of a questionnaire by all board members. The results of the evaluation exercise which include the analysis of the feedbacks by the board members were considered by the NC who will then ascertain the main components for improvement and then makes recommendations to the Board aimed at helping the Board to discharge its duties more effectively. The results of the board evaluation were also shared with the Board members. The evaluation confirmed that the Board and its Board Committees were generally functioning effectively. While the 2012 CG Code recommends that the Directors be assessed individually, the NC felt that it is more appropriate and effective to assess the Board as a whole bearing in mind that each member of the Board contributes in different ways. The appraisal process focuses on areas such as board composition, board access to information, board processes, board accountability, board performance in discharging its principal responsibilities and Managing Director/Senior Management succession planning.

The NC determines the independence of each director annually, as and when circumstances require, based on the definitions and guidelines of independence set out in the 2012 CG Code. All our Independent Directors are conscious of the need to disclose any conflicts of interests arising from any other engagements or interests.

The NC has assessed that although some Directors have other board representations, they have devoted sufficient time and attention to their role as Directors and to the affairs of the Group. The NC and Board believe that setting a maximum number of listed company board representations would not be meaningful as the contributions of the Directors should be holistically assessed through qualitative factors such as their attendance and time commitment to the affairs of the Company. The NC would continue to review from time to time the board representations and other principal commitments of each Director to ensure that the Directors continue to meet the demands of the Group and are able to discharge their duties adequately. This is also one of the factors that NC takes into consideration when reviewing the Directors for re-appointments to the Board. The NC is satisfied that all Directors have discharged their duties adequately from 1 January 2015 to the end of the financial year under review and will continue to do so for the next financial year.



For the selection of new directors, candidates are first sourced through a network of contacts and identified based on needs of the Company. The candidates would then be interviewed by the NC Chairman and Chairman of the Board before being shortlisted for NC’s formal consideration for appointment to the Board. The NC will consider the composition of the Board such as the mix of expertise, skills and attributes of the existing Directors so as to identify the desired competencies to supplement the Board’s existing attributes.

The NC also reviews the nominations for re-appointments to the Board and to Board Committees and submits recommendations for approval by the Board, taking into account whether the Directors retiring at the AGM are properly qualified for re-appointment by virtue of their skills, experience and contributions.

In accordance with the Company’s Constitution, one-third of the Directors (other than the Managing Director) will have to retire by rotation and are subject to re-election at every AGM. All newly appointed Directors during the year will have to submit themselves for retirement and re-election at the next AGM immediately following their appointment. Accordingly, Messrs Te Kok Chiew and Charles K Li @ Li Kang, who are eligible, will be offering themselves for re-election at the forthcoming AGM. As mentioned under Principle 2, Mr Lee Chee Tak, who is retiring pursuant to Article 88 of the Company’s Constitution, will not be seeking for re-election.

Messrs Goh Boon Kok and Chandra Das S/O Rajagopal Sitaram, both who are over 70 years old, were re-appointed pursuant to Section 153(6) at the AGM held on 27 April 2015 until the forthcoming AGM. Section 153(6) of the Companies Act, Cap. 50 was repealed when the Companies (Amendment) Act 2014 came into force on 3 January 2016. Upon their re-appointment at the conclusion of the forthcoming AGM, both Messrs Goh Boon Kok and Chandra Das S/O Rajagopal Sitaram will be subject to retirement by rotation under the Company’s Constitution. The NC has recommended the Directors for re-election and re-appointment at the forthcoming AGM.

The NC also initiated a process for succession planning for the Managing Director. As part of the process, potential candidates were identified and the NC will evaluate the list from time to time to ensure the suitability of the candidates. Access to Information (Principle 6)

All Directors have unrestricted access to the Company’s records and information and independent access to senior management of the Company. Should Directors, whether as a group or individually, need independent professional advice, the Company will bear the costs of such advice with the Chairman’s approval.

As a general rule, board papers are sent to Board members at least 5 working days before the board meeting to afford the Directors with sufficient time to review the board papers prior to the meetings. The Company Secretary and/or his nominee attend all meetings of the Board, Audit and Risk, Remuneration, Nominating and Special Committees. The Directors have separate and independent access to Senior Management and the Company Secretary.

REMUNERATION MATTERS

Remuneration Committee (Principles 7 and 8)

The Remuneration Committee (“RC”) comprises Mr Lai Mun Onn as Chairman and Mr Goh Boon Kok, Mr Lim Kang San and Mr Ko Chuan Aun as members, all of whom, including the Chairman, are independent.

The RC is guided by its terms of reference that had been amended to be in line with the 2012 CG Code.

The RC reviews and determines the remuneration packages, wages/remuneration policies and promotions for senior executives in the Group. The RC covers all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses and benefits-in-kind. To enable it to discharge its function properly, the RC may, as it deems fit, seek advice from an external human resource consultant at the cost of the Company.



No director in the RC is involved in deciding his own remuneration. The RC and the Board are of the view that the remuneration of the directors is adequate but not excessive. The remuneration packages of the executive directors include a component linked to the Group’s performance and is aligned to the interests of shareholders. The executive directors are on service contracts, which are subject to review every three years. The Board is of the view that the directors’ service contracts are not excessively long or with onerous removal clauses.

The remuneration of Non-Executive Directors takes into account their level and quality of contribution and their respective responsibilities including attendance and time spent at Board and Board Committees meetings. Non-Executive Directors are paid a basic fee and additional fees for serving on any of the Board committees. No Director decides his own fees. The fees structure remains unchanged from that in the preceding financial year (i.e. financial year ended 31 December 2014).

The remuneration policy for staff adopted by the Group comprises a base salary and a variable bonus that is linked to the performance of the Group and individual staff. The Company has in place a share awards scheme known as the Super Group Share Award Scheme (the “Scheme”) which was approved by shareholders on 28 April 2011. The Scheme is administered by the RC. Further information on the Scheme is detailed under the Directors’ Statement found in pages 58 to 62 of this Annual Report.

Directors’ and Key Management Personnel’s Remuneration (Principle 9)

The tables below show the gross remuneration of the Executive Directors and Non-Executive Directors of the Company for FY2015.

Salary BonusProfit

Sharing

Allowance& OtherBenefits

Directors’Fees (1)

Total GrossRemuneration

S$’000

Executive DirectorTeo Kee Bock 22% 16% 60% 1% 1% 3,767Te Kok Chiew 26% 9% 61% 3% 1% 2,021Te Lay Hoon 45% 14% – 30% 11% 272Tan Tian Oon 51% 33% – 9% 7% 401Charles K Li @ Li Kang 45% 38% – 9% 8% 396Lee Chee Tak 47% 15% – 24% 14% 207

Non-Executive DirectorGoi Seng Hui – – – – 100% 40Chandra Das S/O Rajagopal Sitaram – – – – 100% 40Goh Boon Kok – – – – 100% 60Lai Mun Onn – – – – 100% 55Ko Chuan Aun – – – – 100% 50Lim Kang San – – – – 100% 55

(1) Proposed Directors’ Fees are subject to shareholders’ approval at the AGM scheduled on 28 April 2016.



Key Management Personnel:

Salary Bonus

Allowance& OtherBenefits

Total GrossRemuneration

S$251,000 to S$500,000Wong Fook Sung 59% 19% 22% (*) 100%

S$0 to S$250,000Elaine Teo Sze Hwee 54% 32% 14% 100%Darren Teo Junxiang 56% 32% 12% 100%Richmond Te Yan Ming 58% 22% 20% 100%Richard Lim Chee Kheong 61% 26% 13% 100%Koh Chun Yuan 65% 27% 8% 100%Dennis Lim 56% 29% 15% 100%Wang Wen Jia 68% 17% 15% 100%Vijayandran Joseph 62% 22% 16% 100%Steven Lim Kim Huat 65% 24% 11% 100%James Yeo Peck Hong 52% 28% 20% 100%Jaichndra Rao 63% 20% 17% 100%Lim Lee Seng 66% 29% 5% 100%

* Includes the proposed pro-rated amount of Director’s Fees for the period from January to 27 April 2015, i.e. the date which Mr Wong retired as a Director of the Company.

The aggregate remuneration of the top key management personnel (who are not Directors or the Managing Director of the Company) paid in the year ended 31 December 2015 amounted to S$2,202,836.

The remuneration of employees who are immediate family members of a Director or the Managing Director, and whose remuneration exceeds S$50,000 during the year are as follows:

Relationship

S$200,001 – S$250,000Elaine Teo Sze Hwee Daughter of Mr Teo Kee Bock and Madam Te Lay Hoon

S$150,001 – S$200,000Darren Teo Junxiang Son of Mr Teo Kee Bock and Madam Te Lay Hoon

S$100,001 – S$150,000Richmond Te Yan Ming Son of Mr Te Kok Chiew

S$50,001 – S$100,000Teh Lay Eng Sister of Mr Te Kok Chiew and Madam Te Lay Hoon

ACCOUNTABILITY AND AUDIT

Accountability (Principle 10)

The Board is accountable to the shareholders while the management of the Company is accountable to the Board. The Management presents to the Board the Group’s quarterly and full year accounts and the ARC reports on the results for review and approval. The Board approves the results and authorises the release of the results to SGX-ST and the public via SGXNET.

Periodic management report is provided to Board members to keep the Board apprised of the Company’s performance, position and prospects on a timely basis.



Audit and Risk Committee (Principle 11)

The Audit and Risk Committee (“ARC”) comprises Mr Goh Boon Kok as Chairman and Mr Lai Mun Onn and Mr Ko Chuan Aun as members, all of whom, including the Chairman, are independent.

The Chairman of the ARC is a Certified Public Accountant and runs his own accounting practice. The other members of the ARC have garnered their business and financial management experience from running their own business or, from appointments at senior management and Board levels.

The ARC is guided by its terms of reference, which had been amended to be in line with the 2012 CG Code. The ARC performs the following principal duties:

• assiststheBoardofDirectorsinthedischargeofitsresponsibilitiesonfinancialandaccountingmatters;

• reviewstheauditplans,scopeofwork,resultsandqualityofauditscarriedoutbyinternalandexternalauditors;

• reviewsthecooperationgivenbyManagementtotheexternalandinternalauditors;

• reviews significant financial reporting issues and judgements relating to financial statements for each financial year,interim and annual financial statements and the auditors’ report before submission to the Board of Directors for approval;

• reviewstheintegrityofanyfinancialinformationpresentedtoourshareholders;

• reviewstheadequacyandeffectivenessoftheGroup’sinternalcontrols,includingfinancial,operational,complianceand information technology controls and risk management via reviews carried out by the internal auditors, and taking into consideration the external auditors’ findings arising from their annual audit;

• reviews the nature and extent of non-audit services provided by the external auditors yearly to determine theirindependence;

• recommends to the Board of Directors the appointment and re-appointment of external auditors, approves thecompensation and terms of engagement of the external auditors;

• meetswiththeexternalandinternalauditorswithoutthepresenceoftheCompany’sManagementannually;

• reviewstheeffectivenessoftheinternalauditfunction;

• reviewsinterestedpersontransactions,ifany;

• reviewspotentialconflictsofinterest,ifany;

• investigatesanymatterwithinitstermsofreference;

• reviewstheriskmanagementstructureandanyoversightofriskmanagementprocessesandactivitiestomitigateandmanage risk at acceptable levels determined by the Board of Directors;

• reviews and advise the Board in formulating its risk policies to effectively identify and manage the Company’scurrent (and future) risks in its financial, operational, compliance and information technology system and all strategic transactions to be undertaken by the Company; and

• advisestheSCwhoisresponsibleforimplementing,monitoringandreportingoftheGroup’soverallriskexposureaswell as risk management practices.

The ARC is authorised to investigate any matters within its terms of reference, has full access to management and also full discretion to invite any director or executive officer to attend its meetings, as well as reasonable resources to enable it to discharge its function properly.



The ARC was also briefed by the external auditors at the ARC meetings on the new accounting standards that would impact the Group’s consolidated financial statements as well as the new auditor reporting standards that require key audit matters to be included in the independent auditors’ report starting from FY2016.

Both the external auditors and internal auditors have unrestricted access to the ARC and annually, the ARC meets with the external auditors and internal auditors without the presence of management to obtain feedback on the competency and adequacy of the finance function and to ascertain if there are any material weaknesses or control deficiencies in the Group’s financial reporting and operational systems. The external auditors have attended all the quarterly ARC meetings. For details of the fees paid and/or payable by the Group in respect of audit and non-audit services for FY2015, please refer to note 8 of the Notes to the Financial Statements. The ARC, having reviewed all the non-audit services provided by the external auditors to the Group, is satisfied that the nature and extent of such services did not affect the independence of the external auditors. The external auditors have also affirmed their independence in their report to the ARC. Accordingly, the ARC has recommended the re-appointment of the external auditors at the forthcoming AGM of the Company.

The ARC is satisfied that the Company has complied with Listing Rules 712 and 715 of the Listing Manual regarding the audit of its subsidiaries and associated companies in Singapore and outside Singapore.

Internal Controls (Principle 12) / Internal Audit (Principle 13)

Management regularly reviews the system of internal controls to ensure that there are sufficient checks and balances to safeguard the Company’s assets. Ernst & Young Advisory Pte Ltd has been appointed to act as the Group’s internal audit function (“Internal Auditors”). The Internal Auditors work within the scope of an audit plan, which has been approved by the ARC, to review and test the adequacy and effectiveness of the internal controls of the Group. The External Auditors will, in the course of their statutory audit, conduct a review of the internal control procedures and highlight any internal control weaknesses which have come to their attention. All audit findings and recommendations made by the Internal and External Auditors are reported to the ARC. Any significant issues are discussed at the ARC meetings. The Internal Auditors will follow up on all its recommendations to ensure that Management has implemented them in a timely and appropriate fashion.

The Internal Auditors support the ARC in its role to assess the effectiveness of the Group’s overall system of internal controls. The assistance provided by the Internal Auditors is primarily accomplished through their appraisals of the financial and operational controls, policies and procedures established by Management and their reviews for compliance by the Group’s operating entities with these established controls, policies and procedures. The Internal Auditors report directly to the ARC on internal control matters.

The Internal Auditors have unrestricted direct access to the ARC and unfettered access to all documents, records, properties and personnel. The functions of the Internal Auditors are carried out according to the International Professional Practices Framework developed by the Institute of Internal Auditors.

The ARC approves the hiring, removal, evaluation and compensation of the auditing firm to which the internal audit function is outsourced. The ARC is also responsible for the review, at least annually, of the adequacy and effectiveness of the internal audit function.

Risk Management

The SC has been tasked to oversee the implementation of the enterprise risk management framework pursuant to the ERM Policy adopted by the Group. Together with the ARC, the SC helps to ensure that Management maintains a sound system of risk management and internal controls. The SC meets half-yearly to review and/or refresh the risk register to cater to the changes to business environment or risk profile of the Group, if any. The SC reports directly to the ARC to keep the ARC apprised on the Group’s risk management process.

The Board, through the ARC and SC, will continuously identify, review and monitor the key risks, control measures and management actions as part of the risk management process.



The Board has received assurance from the Executive Chairman/Managing Director and Finance & Corporate Director:

• thatthefinancialrecordsoftheGrouphavebeenproperlymaintainedandthefinancialstatementsfortheyearended31 December 2015 give a true and fair view of the Group’s operations and finances; and

• regardingtheeffectivenessoftheGroup’sriskmanagementsystemsandinternalcontrolsystems.

Based on the internal controls and risk management framework established and maintained by Management, work performed by Internal and External Auditors and reviews performed by Management, SC and ARC, the Board, with the concurrence of the ARC, is of the opinion that the Company’s system of risk management and internal controls were adequate and effective to address financial, operational, compliance and information technology risks which the Board considers relevant and material to its operations as at 31 December 2015.

The Board notes that the system of internal controls and risk management provides reasonable, but not absolute, assurance that the Group will not be adversely affected by any event that could be reasonably foreseen as it works to achieve its business objectives.

COMMUNICATION WITH SHAREHOLDERS (PRINCIPLES 14 AND 15)

The Company believes that timely disclosure of significant or price sensitive information is an essential practice of good corporate governance. Hence, the Company gives full disclosure in all public announcements via SGXNET, press releases and annual reports. The Company does not practise selective disclosure.

In addition, the Company also conducts results briefing for media and analysts in conjunction with the release of results announcements. From time to time, the Investor Relations team will meet up with institutional investors, the investment community, analysts and the media so as to allow them opportunities to interact with the Company to further understand and gain insights to the development and outlook of the Company. Both Directors and Management take precautions to ensure that no unreported price-sensitive information is disclosed at such sessions. To ensure transparency, briefing materials are released to SGX-ST via SGXNET. The Company’s website and the SGXNET are the principal media of communication with shareholders.

The annual report is sent to all shareholders of the Company and notice of every general meeting is advertised in the newspapers. At general meetings, shareholders are given the opportunity to air their views and direct questions to the Board on any matter relating to the Group’s business and operations.

Directors and senior management are present at general meetings to address shareholders’ queries. The External Auditors are also present at the AGMs of the Company to address queries about the conduct of audit and the preparation and content of the Auditors’ Report.

For greater transparency and fairness in the voting process, voting at shareholders’ meetings was conducted by poll since 2015. This allows all shareholders present or represented at the meetings to vote on a one-share-one-vote basis. The voting results of all votes cast for or against each resolution is then screened at the meeting and announced via SGXNET after the meeting.

INTERNAL COMPLIANCE CODE ON DEALINGS IN COMPANY’S SECURITIES

The Company has adopted an internal compliance code to provide guidance to all directors and key officers in relation to their dealings in the Company’s securities. Directors and key officers should not deal in the company’s securities on short-term considerations and are required to confirm annually that they have complied with the code on dealings in the Company’s securities.

Directors and key officers are not permitted to deal in the Company’s shares during the period commencing one month before the announcement of the full year results, and two weeks before the announcement of the quarterly results, until the relevant results are announced. Directors are required to report to the Company Secretary whenever they deal in the Company’s shares.



INTERESTED PERSON TRANSACTIONS POLICY

There is no general mandate obtained for interested person transaction. The Company has adopted an internal policy in respect of transactions with interested persons and has set out the procedures for review and approval of the Company’s interested person transactions.

The ARC and the Board have reviewed all transactions conducted with interested persons as tabled below and are satisfied that these transactions were carried out at arm’s length and under normal commercial terms. The ARC and the Board are satisfied that the terms of the transactions are not prejudicial to the interests of the Company or its minority shareholders.

Interested Person Transactions

Name of Interested Person

Aggregate value of all interested persontransactions during the financial year

(excluding transactions less thanS$100,000 and transactions conducted

under shareholders’ mandate pursuantto Rule 920)

(S$’000)

Aggregate value of all interestedperson transactions conducted under

shareholders’ mandate pursuant toRule 920 (excluding transactions less

than S$100,000)(S$’000)

Black On Black Creative Pte Ltd 689 N/A – the Company does not have ashareholder mandate for interested

person transactions

Veer Motion Graphics Pte Ltd 340 N/A – the Company does not have ashareholder mandate for interested

person transactions

MATERIAL CONTRACTS

Other than transactions mentioned under Interested Person Transactions above, and save for the disclosures made in the Directors’ Statement, there were no material contracts entered into in the ordinary course of business by the Company and its subsidiaries involving the interests of the directors and controlling shareholders of the Company.

WHISTLE BLOWING POLICY

The Board has put in place a Whistle Blowing Policy and Procedure (“Policy”) for reporting impropriety in matters of financial reporting and other matter.

The Policy has been disseminated to all staff. Employees have been advised that no one would be intimidated or restrained from reporting any impropriety to the ARC Chairman. Also, the identity of complainant would be kept confidential unless required by law to reveal or the identity of the complainant is already publicly known or the Board of Directors opined that it would be in the best interests of the Group to disclose the identity.

Upon receipt of such complaint, ARC Chairman in consultation with fellow members would exercise discretion on how to proceed with the investigation, thereafter recommend any remedial or legal action to be taken, where necessary.

The ARC Chairman did not received any complaint up to the date of this report.

Date: 11 March 2016


We are pleased to submit this annual report to the members of the Company together with the audited financial statements for the financial year ended 31 December 2015.

In our opinion:

(a) the financial statements set out on pages 64 to 128 are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2015 and the financial performance, changes in equity and cash flows of the Group for the year ended on that date in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

The Board of Directors has, on the date of this statement, authorised these financial statements for issue.

DIRECTORS

The directors in office at the date of this statement are as follows:

Teo Kee Bock (Chairman)Goi Seng Hui (Vice-Chairman)Te Kok ChiewTe Lay HoonLee Chee TakTan Tian OonCharles K Li @ Li KangGoh Boon KokLai Mun OnnLim Kang SanKo Chuan AunChandra Das S/O Rajagopal Sitaram

Year ended 31 December 2015

DiREcTORS’ STaTEmEnT


DIRECTORS’ INTERESTS

According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter 50 (the “Act”), particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and infant children) in shares, debentures, warrants and share options in the Company and in related corporations (other than wholly-owned subsidiaries) are as follows:

<-------Direct interests-------> <-----Deemed interests------>

Name of director and corporation in which interests are held

Holdings atbeginning of

the year

Holdings atend of

the year

Holdings atbeginning of

the year

Holdings atend of

the year

The Company– ordinary shares

Teo Kee Bock 70,734,750 71,159,750 60,000,000 60,000,000Goi Seng Hui 114,541,816 114,541,816 52,638,000 52,638,000Te Kok Chiew 10,149,250 10,649,250 90,500,000 90,000,000Te Lay Hoon 135,192,250 135,392,250 300,000 300,000Lee Chee Tak 100,000 100,000 – –Tan Tian Oon 166,000 166,000 100,000 100,000Charles K Li @ Li Kang 292,000 292,000 66,000 66,000Lim Kang San 20,000 20,000 – –Chandra Das S/O Rajagopal Sitaram 1,000,000 1,000,000 – –

(1) Pursuant to Section 164(15)(a) of the Act, the deemed interest of Mr Teo Kee Bock as at 1 January 2015 and 31 December 2015 did not include his spouse, Mdm Te Lay Hoon’s interest as Mdm Te Lay Hoon is also a director of the Company. Mr Teo Kee Bock is not deemed to be interested in the shares held by Mdm Te Lay Hoon. Accordingly, Mr Teo Kee Bock is not deemed to have an interest in the shares of all subsidiaries of the Company held by Mdm Te Lay Hoon at the beginning and at the end of the financial year.

(2) Pursuant to Section 164(15)(a) of the Act, the deemed interest of Mdm Te Lay Hoon as at 1 January 2015 and 31 December 2015 did not include her spouse, Mr Teo Kee Bock’s interest as Mr Teo Kee Bock is also a director of the Company. Mdm Te Lay Hoon is not deemed to be interested in the shares held by Mr Teo Kee Bock. Accordingly, Mdm Te Lay Hoon is not deemed to have an interest in the shares of all subsidiaries of the Company held by Mr Teo Kee Bock at the beginning and at the end of the financial year.

Except as disclosed in this statement, no director who held office at the end of the financial year had interests in shares, debentures, warrants or share options of the Company, or of related corporations, either at the beginning or at the end of the financial year.

There were no changes in any of the above mentioned interests in the Company between the end of the financial year and 21 January 2016.

Except as disclosed under the “Super Group Share Award Scheme” section of this statement, neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.




SUPER GROUP SHARE AWARD SCHEME

At an Extraordinary General Meeting held on 28 April 2011, shareholders of the Company approved a share award scheme known as the Super Group Share Award Scheme (the “Scheme”) to grant awards, on a free-of-charge basis which represent a specified number of fully paid shares in the share capital of the Company (“Awards”), to selected employees of the Group provided that certain prescribed performance targets are met within a prescribed performance period.

The Company has the flexibility to either issue and deliver new shares of the Company, or purchase and deliver existing shares of the Company, to participants upon the vesting of the awards.

The Scheme is administered by the Remuneration Committee which comprises Messrs Lai Mun Onn, Goh Boon Kok, Lim Kang San and Ko Chuan Aun.

Eligibility

The following persons are eligible to participate in the Scheme subject to the absolute discretion of the Remuneration Committee:

(a) Key Group Employees;

(b) Group Executive Directors.

Key Group Employees and Group Executive Directors who are also Controlling Shareholders or Associates of a Controlling Shareholder are eligible to participate in the Scheme.

Size of the Scheme

The aggregate number of shares to be issued pursuant to Awards granted on any date, when added to the number of shares issued and/or issuable under such other share-based incentive plans of the Company, shall not exceed 15% of the total number of issued shares of the Company (excluding treasury shares) on the day preceding that date.

The aggregate of the number of shares comprised in Awards granted to the Controlling Shareholders and Associates of the Controlling Shareholders under the Scheme shall not exceed 25% of the aggregate of the total number of Awards which may be granted under the Scheme, and the aggregate of the number of shares in respect of Awards granted to each Controlling Shareholder or Associate of such Controlling Shareholder shall not exceed 10% of the total number of Awards which may be granted under the Scheme.

Grant of the Scheme

Awards may be granted at any time in the course of a financial year.

Name of the participant Date of grant

Awards granted during

the financial year

Aggregate awardsgranted since the

commencement ofthe Scheme

to the end offinancial year

Aggregateawards

outstanding as at end of

financial year

Director of the Company

Charles K Li @ Li Kang 1 – – 153,000 –Tan Tian Oon 1 – – 88,000 –

1 No share awards were granted during the financial year ended 31 December 2015.

Since the commencement of the Scheme until the end of the financial year:

• NoAwardshavebeengrantedtothecontrollingshareholdersoftheCompanyandtheirassociates.

• Noparticipantotherthanthatdisclosedabovehasreceived5%ormoreofthetotalawardsavailableundertheScheme.




AUDIT AND RISK COMMITTEE

The members of the Audit and Risk Committee during the year and at the date of this statement are:

• GohBoonKok(Chairman),LeadIndependentDirector

• LaiMunOnn,IndependentDirector

• KoChuanAun,IndependentDirector

The Audit and Risk Committee performs the functions specified in Section 201B of the Act, the SGX Listing Manual and the Code of Corporate Governance 2012.

The Audit and Risk Committee has held five meetings during the financial year. In performing its functions, the Audit and Risk Committee met with the Company’s external and internal auditors to discuss the scope of their work, the results of their examination and evaluation of the Company’s internal accounting control system.

The Audit and Risk Committee also reviewed the following:

• assistanceprovidedbytheCompany’sofficerstotheinternalandexternalauditors;

• quarterlyfinancialinformationandannualfinancialstatementsoftheGroupandtheCompanypriortotheirsubmissionto the directors of the Company for adoption; and

• interestedpersontransactions(asdefinedinChapter9oftheSGXListingManual).

The Audit and Risk Committee has full access to management and is given the resources required for it to discharge its functions. It has full authority and the discretion to invite any director or executive officer to attend its meetings. The Audit and Risk Committee also recommends the appointment of the external auditors and reviews the level of audit and non-audit fees.

The Audit and Risk Committee is satisfied with the independence and objectivity of the external auditors and has recommended to the Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the Company.

In appointing our auditors for the Company and its subsidiaries, we have complied with Rules 712 and 715 of the SGX Listing Manual.




AUDITORS

The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.

On behalf of the Board of Directors

Teo Kee BockDirector

Te Kok ChiewDirector

11 March 2016




Members of the CompanySuper Group Ltd

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Super Group Ltd (the “Company”) and its subsidiaries (the “Group”), which comprise the statements of financial position of the Group and the Company as at 31 December 2015, the statement of profit or loss, statement of comprehensive income, statement of changes in equity and statement of cash flows of the Group for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 64 to 128.

Management’s responsibility for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 50 (’the Act’) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements of the Group and the statement of financial position of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2015 and the financial performance, changes in equity and cash flows of the Group for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REqUIREMENTS

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

KPMG LLPPublic Accountants andChartered Accountants

Singapore11 March 2016

inDEPEnDEnTauDiTORS’ REPORT


Note 2015 2014$’000 $’000

Revenue 4 509,240 539,461Cost of sales (326,800) (349,841)Gross profit 182,440 189,620

Selling and distribution expenses (62,695) (63,430)General and administrative expenses (57,676) (56,224)Profit from operating activities 62,069 69,966

Finance income 2,544 1,962Finance costs (1,536) (188)Net finance income 5 1,008 1,774

Other income 2,963 10,447Other expenses (3) (268)Net other income 6 2,960 10,179

Share of loss of equity-accounted investees (net of tax) (678) (574)Profit before tax 65,359 81,345

Tax expense 7 (16,370) (9,754)Profit for the year 8 48,989 71,591

Profit attributable to:Owners of the Company 47,270 68,763Non-controlling interests 1,719 2,828Profit for the year 48,989 71,591

Earnings per share Basic and diluted earnings per share (cents) 9 4.24 6.17

The accompanying notes form an integral part of these financial statements.


cOnSOliDaTED STaTEmEnTOF PROFiT OR lOSS


2015 2014$’000 $’000

Profit for the year 48,989 71,591

Other comprehensive incomeItems that are or may be reclassified subsequently to

profit or loss:Foreign currency translation differences – foreign operations 11,797 12,746Share of foreign currency translation differences of equity-accounted investees (284) (132)Foreign currency translation reserve and capital reserve realised on

liquidation of a joint venture – (487)Other comprehensive income for the year, net of tax* 11,513 12,127

Total comprehensive income for the year 60,502 83,718

Total comprehensive income attributable to:Owners of the Company 58,957 80,776Non-controlling interests 1,545 2,942Total comprehensive income for the year 60,502 83,718

* There was no tax effect on the components included in other comprehensive income.



cOnSOliDaTED STaTEmEnTOF cOmPREhEnSiVE incOmE


Group CompanyNote 2015 2014 2015 2014

$’000 $’000 $’000 $’000

AssetsProperty, plant and equipment 10 273,698 276,274 299 305Intangible assets 11 3,044 3,044 – –Investment in subsidiaries 12 – – 164,093 164,197Investment in associates 13 7,644 7,572 – –Investment in joint ventures 14 3,269 – – –Deferred tax assets 15 310 304 – –Amounts due from related parties 18 – – 1,525 1,426Non-current assets 287,965 287,194 165,917 165,928

Inventories 16 106,306 115,059 – –Trade and other receivables 17 140,759 118,237 8,672 9,006Amounts due from related parties 18 3,411 6,116 16,318 23,540Investment securities 19 3,002 2,801 3,002 2,801Asset held for sale – 378 – –Cash and cash equivalents 20 123,944 101,336 2,627 5,062Current assets 377,422 343,927 30,619 40,409

Total assets 665,387 631,121 196,536 206,337

Equity Share capital 21 163,543 163,543 163,543 163,543Treasury shares 21 (216) (141) (216) (141)Reserves 22 358,546 334,160 26,019 35,872Equity attributable to owners of the Company 521,873 497,562 189,346 199,274

Non-controlling interests 16,506 19,464 – –

Total equity 538,379 517,026 189,346 199,274

LiabilitiesLoans and borrowings 23 71 42 – –Deferred tax liabilities 15 7,298 6,746 229 57Amounts due to related parties 25 – – 957 894Non-current liabilities 7,369 6,788 1,186 951

Loans and borrowings 23 27,480 20,237 – –Current tax liabilities 8,287 7,573 2,158 2,144Trade and other payables 24 81,137 79,466 562 632Amounts due to related parties 25 2,735 31 3,284 3,336Current liabilities 119,639 107,307 6,004 6,112

Total liabilities 127,008 114,095 7,190 7,063

Total equity and liabilities 665,387 631,121 196,536 206,337


as at 31 December 2015

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Note 2015 2014$’000 $’000

Cash flows from operating activitiesProfit for the year 48,989 71,591Adjustments for:Allowance for doubtful receivables (written back)/made (355) 270Allowance for inventory obsolescence 356 465Inventories written off 1,748 901Depreciation of property, plant and equipment 24,899 17,008Gain on disposal of property, plant and equipment (3) (6,616)Gain on liquidation of a joint venture – (483)Impairment loss on property, plant and equipment – 46Property, plant and equipment written off 3 222Fair value gain on investment securities (201) (414)Dividend income from investment securities (37) (82)Interest income (2,306) (363)Interest expense 410 188Share of loss of equity-accounted investees 678 574Employee benefits expenses – Treasury shares reissued pursuant

to Super Group Share Award Scheme – 35Tax expense 16,370 9,754

90,551 93,096Changes in:– Inventories 9,244 (11,678)– Trade and other receivables (16,684) (3,926)– Trade and other payables 1,601 (6,509)Cash generated from operations 84,712 70,983Interest received 639 363Interest paid (410) (188)Tax paid (15,325) (10,730)Net cash from operating activities 69,616 60,428

Cash flows from investing activitiesCapital contribution by non-controlling interests 712 –Dividends received 37 82Investment in an associate (480) (1,112)Investment in a joint venture (275) –Proceeds from disposal of property, plant and equipment

(include asset held for sale) 658 9,432Purchase of investment securities – (26)Purchase of property, plant and equipment (17,813) (38,172)Quasi-equity loan to an associate – (249)Proceeds from liquidation of a joint venture – 4Proceeds from disposal of an associate 17 2,000 4,000Net cash used in investing activities (15,161) (26,041)



cOnSOliDaTED STaTEmEnTOF caSh FlOwS


Note 2015 2014$’000 $’000

Cash flows from financing activitiesPayment of dividends to owners of the Company (34,571) (50,183)Payment of dividends by subsidiaries to non-controlling interests (5,215) (3,134)Purchase of treasury shares (75) –Proceeds from bank loans 18,383 28,100Repayment of bank loans (11,000) (8,100)Repayment of finance lease liabilities (384) (290)Deposits pledged (1,440) –Net cash used in financing activities (34,302) (33,607)

Net increase in cash and cash equivalents 20,153 780Cash and cash equivalents at 1 January 101,336 98,506Effect of exchange rate fluctuations on cash held 1,015 2,050Cash and cash equivalents at 31 December 20 122,504 101,336

Significant non-cash transactions

During the year ended 31 December 2015, the Group acquired property, plant and equipment with an aggregate cost of $17,691,000 (2014: $38,158,000), of which $1,418,000 (2014: $1,814,000) was included in payables for property, plant and equipment (note 24) and $274,000 (2014: $220,000) was included in finance lease liabilities (note 23).

During the year ended 31 December 2015, the Group invested in a joint venture at a total cost of $3,309,000, of which $275,000 was contributed in cash and the remaining amount of $3,034,000 was offset against the trade receivables amount of the Group.



cOnSOliDaTED STaTEmEnTOF caSh FlOwS



nOTES TO ThE Financial STaTEmEnTS

These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the Board of Directors on 11 March 2016.

1 DOMICILE AND ACTIvITIES

Super Group Ltd (the “Company”) is a company incorporated in Singapore. The address of the Company’s registered office is 30, Tuas Link 2, Super Group Building, Singapore 638568.

The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed in note 12 to the financial statements.

The financial statements of the Group as at and for the year ended 31 December 2015 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”) and the Group’s interest equity-accounted investees.

2 BASIS OF PREPARATION

2.1 Statement of compliance

The financial statements have been prepared in accordance with the Singapore Financial Reporting Standards (“FRS”).

2.2 Basis of measurement

The financial statements have been prepared on the historical cost basis except as otherwise described in the notes below.

2.3 Functional and presentation currency

These financial statements are presented in Singapore dollars, which is the Company’s functional currency. All financial information presented in Singapore dollars have been rounded to the nearest thousand, unless otherwise stated.

2.4 Use of estimates and judgements

The preparation of the financial statements in conformity with FRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Information about estimation uncertainties and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements and that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

• Note7 – Estimationofcurrentanddeferredtaxliabilities

• Note10 – Impairmentofproperty,plantandequipment

• Note11 – Impairmentofgoodwill

• Note17 – Recoverabilityoftradeandotherreceivables




2 BASIS Of PREPARATION (CONT’D)

2.4 Use of estimates and judgements (cont’d)

Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The Group has an established control framework with respect to the measurement of fair values. The finance team has overall responsibility for all significant fair value measurements, including Level 3 fair values, and reports directly to the Chief Financial Controller.

The finance team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the finance team assesses and documents the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of FRS, including the level in the fair value hierarchy in which such valuations should be classified.

Significant valuations issues are reported to the Audit and Risk Committee.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement (with Level 3 being the lowest).

The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in note 28 – Financial instruments.




3 SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in these financial statements, and have been applied consistently by Group entities.

3.1 Basis of consolidation

(i) Business combinations

Business combinations are accounted for using the acquisition method in accordance with FRS 103 Business Combination as at the date of acquisition, which is the date on which control is transferred to the Group.

The Group measures goodwill at the date of acquisition as:

• thefairvalueoftheconsiderationtransferred;plus

• therecognisedamountofanynon-controllinginterests(“NCI”)intheacquiree;plus

• ifthebusinesscombinationisachievedinstages,thefairvalueofthepre-existingequityinterestinthe acquiree,

over the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. Any goodwill that arises is tested annually for impairment.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

Any contingent consideration payable is recognised at fair value at the date of acquisition and included in the consideration transferred. If the contingent consideration that meets the definition of a financial instrument is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.

When share-based payment awards (replacement awards) are exchanged for awards held by the acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based value of the replacement awards compared with the market-based value of the acquiree’s awards and the extent to which the replacement awards relate to past and/or future service.

NCI that are present ownership interests and entitle their holders to a proportionate share of the acquiree’s net assets in the event of liquidation are measured either at fair value or at the NCI’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets, at the date of acquisition. The measurement basis taken is elected on a transaction-by-transaction basis. All other NCI are measured at acquisition-date fair value, unless another measurement basis is required by FRSs.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners and therefore no adjustments are made to goodwill and no gain or loss is recognised in profit or loss. Adjustments to NCI arising from transactions that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary.




3 SIgNIfICANT ACCOUNTINg POLICIES (CONT’D)

3.1 Basis of consolidation (cont’d)

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Losses applicable to the NCI in a subsidiary are allocated to the NCI even if doing so causes the NCI to have a deficit balance.

(iii) Loss of control

Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any NCI and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

(iv) Investments in associates and joint ventures (equity-accounted investees)

Associates are those companies in which the Group has significant influence, but not control or joint control, over the financial and operating policies of these entities. Significant influence is presumed to exist when the Group holds 20% or more of the voting power of another entity. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Investments in associates and joint ventures are accounted for using the equity method. They are recognised initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income (“OCI”) of equity-accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases.

When the Group’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of the investment, together with any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation to fund the investee’s operations or has made payments on behalf of the investee.

(v) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(vi) Subsidiaries, associates and joint ventures in the separate financial statements

Investments in subsidiaries, associates and joint ventures are stated in the Company’s statement of financial position at cost less accumulated impairment losses.





3.2 Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit or loss.

(ii) Foreign operations

The assets and liabilities of foreign operations, excluding goodwill and fair value adjustments arising on acquisition, are translated to Singapore dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Singapore dollars at exchange rates at the dates of the transactions. Goodwill and fair value adjustments arising on the acquisition of a foreign operation on or after 1 January 2005 are treated as assets and liabilities of the foreign operation and translated at the exchange rates at the reporting date. For acquisitions prior to 1 January 2005, the exchange rates at the date of acquisition were used.

Foreign currency differences are recognised in OCI, and presented in the foreign currency translation reserve (translation reserve) in equity. However, if the foreign operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the NCI. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, foreign exchange gains and losses arising from such a monetary item that are considered to form part of a net investment in a foreign operation are recognised in OCI, and are presented in the translation reserve in equity.





3.3 Financial instruments

(i) Non-derivative financial assets

The Group initially recognises loans and receivables on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, and loans and receivables.

Financial assets at fair value through profit or loss

A financial asset is classified at fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition. Financial assets are designated at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Group’s documented risk management or investment strategy. Attributable transaction costs are recognised in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein, which takes into account any dividend income, are recognised in profit or loss.

Financial assets classified as held for trading comprise equity securities.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Loans and receivables comprise amounts due from related parties, trade and other receivables, and cash and cash equivalents.

Cash and cash equivalents comprise cash balances and short-term deposits with maturities of three months or less from the date of acquisition that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments. For the purposes of the statement of cash flows, pledged deposits are excluded in cash and cash equivalents.





3.3 Financial instruments (cont’d)

(ii) Non-derivative financial liabilities

All financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

Financial liabilities for contingent consideration payable in a business combination are initially measured at fair value. Subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.

Financial assets and liabilities are offset and the net amount presented in the statements of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.

Other financial liabilities comprise loans and borrowings, amounts due to related parties and trade and other payables.

(iii) Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Repurchase, disposal and reissue of share capital (treasury shares)

When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified and presented as treasury shares account. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is presented in non-distributable gain on reissuance of treasury shares account.

Distribution of non-cash assets to owners of the Company

The Group measures a liability to distribute non-cash assets as a dividend to the owners of the Company at the fair value of the assets to be distributed. The carrying amount of the dividend is remeasured at each reporting date and at the settlement date, with any changes recognised directly in equity as adjustments to the amount of the distribution. On settlement of the transaction, the Group recognises the difference, if any, between the carrying amount of the assets distributed and the carrying amount of the liability in profit or loss.





3.3 Financial instruments (cont’d)

(iv) Intra-group financial guarantees in the separate financial statements

Financial guarantees are financial instruments issued by the Company that require the issuer to make specified payments to reimburse the holder for the loss it incurs because a specified debtor fails to meet payment when due in accordance with the original or modified terms of a debt instrument.

Financial guarantees are recognised initially at fair value and are classified as financial liabilities. Subsequent to initial measurement, the financial guarantees are stated at the higher of the initial fair value less cumulative amortisation and the amount that would be recognised if they were accounted for as contingent liabilities. When financial guarantees are terminated before their original expiry date, the carrying amount of the financial guarantee is transferred to profit or loss.

3.4 Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes:

• thecostofmaterialsanddirectlabour;

• anyothercostsdirectlyattributabletobringingtheassetstoaworkingconditionfortheirintendeduse;

• whentheGrouphasanobligationtoremovetheassetorrestorethesite,anestimateofthecostsofdismantling and removing the items and restoring the site on which they are located; and

• capitalisedborrowingcosts.

Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.

(ii) Subsequent costs

The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced component is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.





3.4 Property, plant and equipment (cont’d)

(iii) Depreciation

Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.

Depreciation is recognised as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment, unless it is included in the carrying amount of another asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated.

Depreciation is recognised from the date that the property, plant and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.

The estimated useful lives for the current and comparative years are as follows:

Buildings 20 to 50 yearsLeasehold land and buildings over period of leases ranging from 14 to 64 yearsPlant and machinery 5 to 11 yearsMotor vehicles 5 to 10 yearsOther assets 2 to 10 years

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.

3.5 Intangible assets and goodwill

(i) Goodwill

Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. For the measurement of goodwill at initial recognition, see note 3.1(i).

Subsequent measurement

Goodwill is measured at cost less accumulated impairment losses. In respect of associates and joint ventures, the carrying amount of goodwill is included in the carrying amount of the investment, and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the associates and joint ventures.

(ii) Trademark

Trademark is measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is calculated based on the cost of asset, less its residual value. Amortisation is recognised as an expense in profit or loss on a straight-line basis over the estimated useful lives of 10 years, from the date that they are available for use.

Amortisation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.





3.6 Leased assets

Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Other leases are operating leases and are not recognised in the Group’s statement of financial position.

3.7 Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs necessary to make the sale.

3.8 Impairment

(i) Non-derivative financial assets

A financial asset not carried at fair value through profit or loss, including an interest in an associate and joint venture, is assessed at the end of each reporting period to determine whether there is any objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event(s) has occurred after the initial recognition of the asset, and that the loss event(s) has an impact on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets (including equity securities) are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers in the group, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment. The Group considers a decline of 20% to be significant and a period of 9 months to be prolonged.

Loans and receivables

The Group considers evidence of impairment for loans and receivables at both a specific asset and collective level. All individually significant loans and receivables are assessed for specific impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Loans and receivables that are not individually significant are collectively assessed for impairment by grouping together loans and receivables with similar risk characteristics.

In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.





3.8 Impairment (cont’d)

(i) Non-derivative financial assets (cont’d)

Loans and receivables (cont’d)

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows, discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against loans and receivables. Interest on the impaired asset continues to be recognised. When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss.

Investment in associates and joint ventures

An impairment loss in respect of an associate or joint venture is measured by comparing the recoverable amount of the investment with its carrying amount in accordance with note 3.8(ii). An impairment loss is recognised in profit or loss. An impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount.

Investment in subsidiaries

The carrying amounts of the Company’s investment in subsidiaries are reviewed at each reporting date to determine whether there is any indication of impairment. An impairment loss in respect of a subsidiary is measured by comparing the recoverable amount of the investment with its carrying amount in accordance with note 3.8(ii). An impairment loss is recognised in profit or loss. An impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount.

(ii) Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than deferred tax assets and inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time. An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (“CGU”) exceeds its estimated recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

The Group’s corporate assets do not generate separate cash inflows and are utilised by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amount of the other assets in the CGU (group of CGUs) on a pro rata basis.





3.8 Impairment (cont’d)

(ii) Non-financial assets (cont’d)

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Goodwill that forms part of the carrying amount of an investment in an associate is not recognised separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment in an associate is tested for impairment as a single asset when there is objective evidence that the investment in an associate may be impaired.

3.9 Non-current assets held for sale

Non-current assets that are highly probable to be recovered primarily through sale or distribution rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the assets are remeasured in accordance with the Group’s accounting policies. Thereafter, the assets are generally measured at the lower of their carrying amount and fair value less costs to sell. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.

Intangible assets and property, plant and equipment once classified as held for sale are not amortised or depreciated.

3.10 Employee benefits

(i) Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees.

(ii) Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(iii) Share-based payment transactions

The grant date fair value of equity-settled share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.





3.11 Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

3.12 Revenue

(i) Sale of goods

Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognised when significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognised as a reduction of revenue as the sales are recognised.

The timing of the transfer of risks and rewards varies depending on the individual terms of the sales agreement.

(ii) Rental income

Rental income is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.

3.13 Government grants

Government grants are recognised initially as deferred income at fair value when there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant. These grants are then recognised in profit or loss as ‘other income’ on a systematic basis over the useful life of the asset. Grants that compensate the Group for expenses incurred are recognised in profit or loss as ‘other income’ on a systematic basis in the same periods in which the expenses are recognised.

3.14 Lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.





3.14 Lease payments (cont’d)

Determining whether an arrangement contains a lease

At inception of an arrangement, the Group determines whether such an arrangement is or contains a lease. This will be the case if the following two criteria are met:

• thefulfilmentofthearrangementisdependentontheuseofaspecificassetorassets;and

• thearrangementcontainsarighttousetheasset(s).

At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently, the liability is reduced as payments are made and an imputed finance charge on the liability is recognised using the Group’s incremental borrowing rate.

3.15 Finance income and finance costs

Finance income comprises fair value gain and dividend income from financial assets at fair value through profit or loss, and interest income on funds invested. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit or loss on the date that the Group’s right to receive payment is established, which in the case of quoted equity securities is the ex-dividend date.

Finance costs comprise interest expense on loans and borrowings. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.

3.16 Tax

Tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

• temporarydifferencesonthe initial recognitionofassetsor liabilities inatransactionthat isnotabusinesscombination and that affects neither accounting nor taxable profit or loss;

• temporarydifferencesrelatedtoinvestmentsinsubsidiaries,associatesandjointventurestotheextentthatthe Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future; and

• taxabletemporarydifferencesarisingontheinitialrecognitionofgoodwill.





3.16 Tax (cont’d)

The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

3.17 Earnings per share

The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for treasury shares held. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares.

3.18 Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by Executive Directors of the Company to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.

Segment results that are reported to Executive Directors include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Company’s headquarters), head office expenses, and tax assets and liabilities.

Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment.





3.19 New standards and interpretations not adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2015, and have not been applied in preparing these financial statements. The Group is currently assessing the potential impact of adopting these new standards and interpretations, on the financial statements of the Group and the Company.

These new standards include, among others, FRS 115 Revenue from Contracts with Customers and FRS 109 Financial Instruments which are mandatory for the adoption by the Group on 1 January 2018.

• FRS115establishesacomprehensive framework fordeterminingwhether,howmuchandwhen revenue isrecognised. It also introduces new cost guidance which requires certain costs of obtaining and fulfilling contracts to be recognised as separate assets when specified criteria are met. When effective, FRS 115 replaces existing revenue recognition guidance, including FRS 18 Revenue, FRS 11 Construction Contracts, INT FRS 113 Customer Loyalty Programmes, INT FRS 115 Agreements for the Construction of Real Estate, INT FRS 118 Transfers of Assets from Customers and INT FRS 31 Revenue – Barter Transactions Involving Advertising Services.

• FRS109replacesmostoftheexistingguidanceinFRS39Financial Instruments: Recognition and Measurement. It includes revised guidance on classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements.

FRS 115 and FRS 109, when effective, will change the existing accounting standards and guidance applied by the Group and the Company in accounting for revenue and financial instruments. These standards are expected to be relevant to the Group and the Company. The Group does not plan to adopt these standards early.

The Accounting Standards Council (“ASC”) announced on 29 May 2014 that Singapore-incorporated companies listed on the Singapore Exchange (“SGX”) will apply a new financial reporting framework identical to the International Financial Reporting Standards (“IFRS”) for financial year ending 31 December 2018 onwards. Singapore-incorporated companies listed on SGX will have to assess the impact of IFRS 1 First-time adoption of IFRS when transitioning to the new reporting framework. The Group is currently assessing the impact of transitioning to the new reporting framework on its financial statements.

4 REvENUE

Revenue of the Group principally represents the invoiced value of goods sold after allowances for goods returned and discounts. All intra-company transactions have been eliminated in arriving at the Group’s revenue.




5 NET FINANCE INCOME

Group2015 2014

$’000 $’000

Fair value gain on investment securities 201 414Dividend income from investment securities 37 82Foreign exchange gain – 1,103Interest income 2,306 363Finance income 2,544 1,962

Interest expenses on:– bank overdrafts (2) (28)– bank loans (390) (138)– finance lease liabilities (18) (22)Foreign exchange loss (1,126) –Finance costs (1,536) (188)Net finance income recognised in profit or loss 1,008 1,774

6 NET OTHER INCOME

Group2015 2014

$’000 $’000

Gain on disposal of property, plant and equipment 3 6,616Gain on liquidation of a joint venture – 483Gain on disposal of scraps 477 576Government grant 1,672 1,393Rental income 382 290Write-back of other payables – 550Others 429 539Other income 2,963 10,447

Impairment loss on property, plant and equipment – (46)Property, plant and equipment written off (3) (222)Other expenses (3) (268)Net other income recognised in profit or loss 2,960 10,179




7 TAx ExPENSE

Group2015 2014

$’000 $’000

Tax recognised in profit or lossCurrent tax expenseCurrent year 16,986 10,004Over provided in prior years (2,198) (486)Foreign withholding taxes 1,152 921

15,940 10,439

Deferred tax expenseOrigination and reversal of temporary differences 72 (516)Under/(Over) provided in prior years 358 (169)

430 (685)

Total tax expense 16,370 9,754

Tax expense excluded the Group’s share of tax expense of the Group’s equity-accounted investees which has been included in ‘share of loss of equity-accounted investees’ in the consolidated statement of profit or loss. The Group’s equity-accounted investees did not recognise any tax expense during the years ended 31 December 2015 and 2014.

Group2015 2014

$’000 $’000

Reconciliation of effective tax rate

Profit before tax 65,359 81,345

Tax using the Singapore tax rate of 17% (2014: 17%) 11,111 13,829Effect of tax rates in foreign jurisdictions 3,974 4,560Non-deductible expenses 2,572 424Tax incentives and tax exempt income (2,491) (10,930)Foreign withholding taxes 1,152 921Deferred tax assets not recognised 1,719 1,621Over provided in prior years (1,840) (655)Others 173 (16)

16,370 9,754

Certain subsidiaries have been granted tax incentives and/or exemptions in the country they operate in.

A subsidiary in Singapore was granted the Development and Expansion incentive (“DEI”) for certain qualifying activities. Under the incentive, profits generated from the qualifying activities are taxed at a concessionary rate of 10%. The DEI ended on 31 March 2014.

A subsidiary in Malaysia was granted pioneer status by the local tax authority and consequently, all qualifying income earned during the pioneer status were exempted from tax. The pioneer status ended on 31 July 2014.

A subsidiary in People’s Republic of China (“PRC”) qualified as Advanced and New Technology Enterprise and consequently enjoys the concessionary tax rate of 15% for the years ended/ending 31 December 2015 to 31 December 2018.

Judgement is required in determining the deductibility of certain expenses and taxability of certain income during the estimation of the provision for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the provision for current tax and deferred tax liabilities in the period in which such determination is made.




8 PROFIT FOR THE YEAR

The following items have been included in arriving at profit for the year:

Group2015 2014

$’000 $’000

(Reversal of)/Allowances made for:– doubtful trade receivables (355) 270– inventory obsolescence, net 356 465Inventories written off 1,748 901Depreciation of property, plant and equipment 24,899 17,008Impairment loss on property, plant and equipment – 46Property, plant and equipment written off 3 222Research and development expenses 6,635 6,582Operating lease expenses 4,084 4,141Audit fees paid to:– auditors of the Company 241 245– other member firms of KPMG International 225 214– other auditors 150 40Non-audit fees paid to:– auditors of the Company 94 185– other member firms of KPMG International 23 20– other auditors 26 101Employee benefits expense (see below) 53,147 53,479

Employee benefits expenseSalaries, bonuses and other costs 50,247 50,376Contributions to defined contribution plans 2,900 3,068Equity-settled share-based payment transactions – 35

53,147 53,479

9 EARNINGS PER SHARE

Basic earnings per share

The calculation of basic earnings per share at 31 December 2015 was based on the profit attributable to ordinary shareholders of $47,270,000 (2014: $68,763,000), and a weighted-average number of ordinary shares outstanding of $1,115,165,000 (2014: 1,115,186,000), calculated as follows:

Weighted-average number of ordinary shares

Group2015 2014’000 ’000

Issued ordinary shares at 1 January 1,115,198 1,115,174Effect of treasury shares issued – 12Effect of share buy-back (33) –Weighted-average number of ordinary shares during the year 1,115,165 1,115,186

There were no dilutive potential ordinary shares in existence for the years ended 31 December 2015 and 2014.




10 PROPERTY, PLANT AND EqUIPMENT

Freeholdland Buildings

Leaseholdland andbuildings

Assetsunder

constructionPlant and

machineryMotor

vehiclesOther assets Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

GroupCostAt 1 January 2014 10,378 27,544 72,452 100,366 111,850 8,819 25,816 357,225Additions – 589 1,301 23,244 6,384 1,250 5,390 38,158Disposals – – (3,057) – (8,603) (392) (258) (12,310)Written off – – – – (1,929) (191) (2,613) (4,733)Reclassification/Transfer – 34,554 42,090 (123,192) 31,641 – 14,907 – Reclassification to asset held

for sale – (751) – – – – – (751)Effect of movements in

exchange rates (108) 1,830 3,480 338 3,703 39 945 10,227At 31 December 2014 10,270 63,766 116,266 756 143,046 9,525 44,187 387,816

At 1 January 2015 10,270 63,766 116,266 756 143,046 9,525 44,187 387,816Additions 3,612 93 1,035 4,320 5,361 702 2,568 17,691Adjustment to cost – – (2,720) – – – – (2,720)Disposals – – – – (445) (147) (119) (711)Written off – – – – (5) (6) (175) (186)Reclassification/Transfer – 3,190 – (3,257) 2,797 – (2,730) –Effect of movements in

exchange rates (1,380) 915 4,805 (27) 2,917 (114) 671 7,787At 31 December 2015 12,502 67,964 119,386 1,792 153,671 9,960 44,402 409,677

Accumulated depreciation and impairment losses

At 1 January 2014 – 7,302 13,710 – 66,309 5,702 13,558 106,581Depreciation for the year – 964 4,388 – 6,793 890 3,973 17,008Disposals – – (1,519) – (7,342) (382) (251) (9,494)Written off – – – – (1,745) (182) (2,584) (4,511)Impairment loss – 46 – – – – – 46Reclassification to asset held

for sale – (365) – – – – – (365)Effect of movements in

exchange rates – 165 509 – 1,291 24 288 2,277At 31 December 2014 – 8,112 17,088 – 65,306 6,052 14,984 111,542

At 1 January 2015 – 8,112 17,088 – 65,306 6,052 14,984 111,542Depreciation for the year – 1,138 5,533 – 11,129 997 6,102 24,899Disposals – – – – (210) (143) (77) (430)Written off – – – – (4) (6) (173) (183)Reclassification/Transfer – 530 – – – – (530) –Effect of movements in

exchange rates – (391) 699 – (105) (71) 19 151At 31 December 2015 – 9,389 23,320 – 76,116 6,829 20,325 135,979

Carrying amountsAt 1 January 2014 10,378 20,242 58,742 100,366 45,541 3,117 12,258 250,644At 31 December 2014 10,270 55,654 99,178 756 77,740 3,473 29,203 276,274At 31 December 2015 12,502 58,575 96,066 1,792 77,555 3,131 24,077 273,698




10 PROPERTy, PLANT AND EqUIPMENT (CONT’D)

(a) During the year ended 31 December 2015, an adjustment to cost amounting to $2,720,000 was made upon the finalisation of final account with the contractor for the construction of the leasehold building.

(b) Included in leasehold land and buildings are land use rights owned by certain subsidiaries of the Group. The carrying amount of land use rights acquired amounted to $8,266,000 (2014: $7,807,000).

(c) During the year, the Group acquired property, plant and equipment under finance lease of $274,000 (2014: $220,000).

(d) Other assets comprise electrical installation, furniture and fittings, air-conditioners, computer equipment, laboratory equipment, office equipment and renovation.

(e) The followings are included in property, plant and equipment:

Group2015 2014

$’000 $’000

Carrying amount of assets:Acquired under finance lease agreements– motor vehicles 484 778– other assets 6 9

490 787Pledged to banks for banking facilities granted– freehold land and buildings 14,996 11,532

(f) The depreciation for the Group is recognised in the following line items of the consolidated statement of profit or loss:

Group2015 2014

$’000 $’000

Cost of sales 17,837 14,127General and administrative expenses 7,062 2,881

24,899 17,008

(g) The Group reviews the carrying amount of the property, plant and equipment as at the reporting date to determine whether there is any indication of impairment, particularly in assessing:

• whetheraneventhasoccurredthatmay indicatethatthecarryingvaluesoftheproperty,plantandequipment may not be recoverable;

• whether thecarryingvalueof theproperty,plantandequipmentcanbesupportedby itsestimatedrecoverable amount which may be determined using its fair value or value in use; and

• theappropriatekeyassumptionstobeappliedinarrivingattherecoverableamount.

The assumptions used in determining the recoverable amount involves significant judgements and estimations that the Group believes are appropriate. Significant changes in the assumptions may materially affect the assessment of recoverable amount and may lead to future impairment losses. Any resulting impairment losses would have a material adverse impact on the Group’s financial condition and results of operations.

No impairment loss was recognised by the Group during the year ended 31 December 2015. During the year ended 31 December 2014, an impairment loss of $46,000 was recognised.




10 PROPERTy, PLANT AND EqUIPMENT (CONT’D)

Leaseholdland andbuildings

$’000

CompanyCostAt 1 January 2014, 31 December 2014 and 31 December 2015 373

Accumulated depreciationAt 1 January 2014 62Depreciation for the year 6At 31 December 2014 and 1 January 2015 68Depreciation for the year 6At 31 December 2015 74

Carrying amountsAt 1 January 2014 311At 31 December 2014 305At 31 December 2015 299

11 INTANGIBLE ASSETS

Goodwill Trademark Total$’000 $’000 $’000

CostAt 1 January 2014, 31 December 2014 and 31 December 2015 3,044 964 4,008

Accumulated amortisationAt 1 January 2014, 31 December 2014 and 31 December 2015 – 964 964

Carrying amountsAt 1 January 2014 3,044 – 3,044At 31 December 2014 3,044 – 3,044At 31 December 2015 3,044 – 3,044

Impairment testing for cash-generating units containing goodwill

For the purposes of impairment testing, goodwill has been allocated to the Group’s CGUs (subsidiaries) as follows:

Group2015 2014

$’000 $’000

Super Continental Pte Ltd 969 969Owl International Pte Ltd 2,068 2,068Super Investment Holdings Pte Ltd 7 7

3,044 3,044

For goodwill impairment testing, the recoverable amounts of the CGUs have been determined based on value in use using cash flow projections based on financial budgets approved by management covering a five year period. The fair value measurement was categorised as a Level 3 fair value based on the inputs in the valuation technique used (note 2.4).




11 INTANgIBLE ASSETS (CONT’D)

The calculations of value in use for the CGUs are most sensitive to the following assumptions:

Budgeted gross margins – Gross margins are based on average values achieved in the three years preceding the start of the budget period. These are increased over the budget period for anticipated efficiency improvements.

Growth rates – The growth rates are based on past performance and management’s expectations of market development.

Terminal growth rates – The terminal growth rates are based on the inflation rates of the countries in which the subsidiaries operate. The terminal growth rates applied to the cash flow projections are 0.0% to 2.0% (2014: 0.0%).

Pre-tax discount rates – Discount rates represent the current market assessment of the risks specific to each CGU. This is the benchmark used by management to assess operating performance and to evaluate future investment proposals. The pre-tax discount rates applied to the cash flow projections are 11.8% to 13.1% (2014: 9.7% to 13.3%).

12 INvESTMENT IN SUBSIDIARIES

Company2015 2014

$’000 $’000

Equity investments at cost 168,417 168,417Impairment losses (4,324) (4,220)

164,093 164,197

Amount due from a subsidiary (non-trade) 2,226 2,313Impairment losses (2,226) (2,313)

– –

164,093 164,197

The non-trade amount due from a subsidiary is, in substance, a part of the net investment in the subsidiary and is stated at cost. The settlement of the amount is neither planned nor likely to occur in the foreseeable future.

The change in impairment loss in respect of investment in subsidiaries during the year is as follows:

2015 2014$’000 $’000

At 1 January 6,533 6,489Impairment loss recognised 104 –Effect of movements in exchange rates (87) 44At 31 December 6,550 6,533




12 INvESTMENT IN SUBSIDIARIES (CONT’D)

Details of the subsidiaries are as follows:

Name of subsidiary Principal activitiesCountry of

incorporation Effective equity

held by the Group2015 2014

% %

(i) Held by the Company

1 Super Coffee Corporation Pte Ltd

Manufacture and distribution of beverages and food products

Singapore 100 100

8 Super Investment Holdings Pte Ltd

Dormant Singapore 100 100

8 Super Coffeemix (Russia) LLC Dormant Russia 100 100

8 Super Monte Marketing Pte Ltd Dormant Singapore 100 100

8 PT Super Aneka Foods & Beverages

Dormant Indonesia 100 100

8 Beecomb Food Industries Pte Ltd

Investment holding Singapore 58.7 58.7

(ii) Held by the subsidiaries

Subsidiary of PT Super Aneka Foods & Beverages

8 PT Dwisindo Mas Dormant Indonesia 80 80

Subsidiary of Beecomb Food Industries Pte Ltd

8 Shantou SEZ Perfect Foods Industries Co., Ltd

Dormant PRC 58.7 58.7








% %

(ii) Held by the subsidiaries (cont’d)

Subsidiaries of Super Coffee Corporation Pte Ltd

1 Super Food Investment International Pte Ltd

Investment holding Singapore 100 100

1 SCML Overseas Pte Ltd Investment holding Singapore 100 100

1 Super Grandex Investment Pte. Ltd. (formerly known as Super Vending Pte Ltd)

Investment holding Singapore 100 100

1 Super Continental Pte Ltd Manufacture and distributionof non-dairy creamer

Singapore 100 100

1 Owl International Pte Ltd Manufacture and distributionof beverages and food products

Singapore 100 100

3 Super U&U (Hong Kong) Ltd Distribution of beverages Hong Kong 100 100

2 Super Food Technology Sdn Bhd

Manufacture and distributionof beverages and food products

Malaysia 100 100

2 SCML (Thailand) Co., Ltd Manufacture and distributionof beverages

Thailand 99.9 99.9

Subsidiaries of Super Food Investment International Pte Ltd

4 Changzhou Super Food Co., Ltd Manufacture and distributionof beverages

PRC 100 100

4 Changzhou Super Chartered Food Co., Ltd

Manufacture of beverages and food products

PRC 100 100








% %


Subsidiaries of SCML Overseas Pte Ltd

5 Super Coffeemix Ltd Manufacture and distributionof beverages

Myanmar 60 60

6 Super Coffeemix Viet Nam Ltd Manufacture and distributionof beverages

Vietnam 100 100

4 Changzhou Super Technology Development Co., Ltd

Manufacture of cerealrelated products

PRC 100 100

Subsidiaries of Super Continental Pte Ltd

2 Super Food Specialists (M) Sdn Bhd

Manufacture and distribution of soluble coffee powder

Malaysia 100 100

7 Wuxi Super Food Technology Co., Ltd

Manufacture and distribution of non-dairy creamer

PRC 90 90

2 Super Bio-Food Ingredients (M) Sdn Bhd

Manufacture and distribution of Botanical Herbal Extract

Malaysia 100 100

8 Super Continental (Wuxi) Food Ingredients Sales and Marketing Co., Ltd

Wholesale, import and export of pre-packed non-dairy creamer and other food ingredients

PRC 100 –

Subsidiary of Wuxi Super Food Technology Co., Ltd

7 Wuxi Super Food Technology and Innovation Co., Ltd

Research and development of new products

PRC 90 –

Subsidiary of Super Food Specialists (M) Sdn Bhd

2 Super Dairy Sdn Bhd Dormant Malaysia 100 100

Subsidiaries of Owl International Pte Ltd

2 Owl Food Manufacture (M) Sdn Bhd

Dormant Malaysia 100 100

6 Owl International Viet Nam Co., Ltd

Manufacture and distribution of beverages and food products

Vietnam 100 100






incorporation Effective equity held by the Group2015 2014

% %


1 Owl Beverage Specialist Pte. Ltd.

Operation of cafes, manufacture and distribution of beverages and food products

Singapore 100 100

Subsidiaries of Super Food Technology Sdn Bhd

2 Super Coffemix Marketing Sdn Bhd

Manufacture and distributionof beverages

Malaysia 90 90

2 Super NHF Canning Sdn Bhd Dormant Malaysia 100 100

2 Super Food Marketing Sdn Bhd Distribution of beverages and food products

Malaysia 96 96

Subsidiary of Super Food Marketing Sdn Bhd

2 Super Power Station Sdn Bhd Operation of cafes Malaysia 96 96

1 Audited by KPMG LLP, Singapore.2 Audited by other member firms of KPMG International.3 Audited by C.F. Cheung & Co, Hong Kong.4 Audited by ChangZhou Xinhuarui United Certified Public Accountants.5 Audited by KPMG LLP, Singapore for consolidation purposes.6 Audited by PricewaterhouseCoopers (Vietnam) Ltd.7 Audited by Wuxi Ruihua Certified Public Accountants Co., Ltd.8 Not required to be audited in accordance with the laws of the country of incorporation.

There are no subsidiaries with material non-controlling interests to the Group.

13 INvESTMENT IN ASSOCIATES

Group2015 2014

$’000 $’000

Unquoted equity shares, at cost 8,945 8,465Share of post acquisition reserves (3,066) (2,543)

5,879 5,922Amount due from an associate (non-trade) 1,765 1,650

7,644 7,572

The non-trade amount due from an associate is, in substance, a part of the net investment in the associate and is stated at cost. The settlement of the amount is neither planned nor likely to occur in the foreseeable future.




13 INvESTMENT IN ASSOCIATES (CONT’D)

Details of the associates are as follows:

Name of associate Principal activitiesCountry of



% %

Held by the Group

1 San Miguel Super Coffeemix Co., Inc Packing and distributionof beverages

Philippines 30 30

2 Ceres Super Pte Ltd Dormant Singapore 40 40

3 BS Global LLC Manufacture and distribution of beverages and food products

Mongolia 30 30

4 Wuxi Tian Feng Food Ingredient Co., Ltd Manufacture and distribution of liquid glucose syrup solid

PRC 38.6 38.6

1 Audited by Reyes Tacandong and Co..2 Audited by RSM Chio Lim LLP.3 Audited by New Prospect Audit LLC.4 Audited by Wuxi Ruihua Certified Public Accountants Co., Ltd.

The Group has interests in a number of individually immaterial associates. All are equity accounted. The following summarises the financial information for the Group’s investments in associates, based on the amounts reported in the Group’s consolidated financial statements:

Group2015 2014

$’000 $’000

Group’s interest in net assets of investees at 1 January 7,572 6,599Group’s share of total comprehensive income– Loss for the year (627) (574)– Other comprehensive income 219 186Total comprehensive income (408) (388)Group’s contribution during the year 480 1,361Carrying amount of interest in investees at 31 December 7,644 7,572

During the year, the unrecognised share of losses of an associate is $1,478,000 (2014: $389,000). The cumulative unrecognised share of losses amounted to $1,867,000.




14 INvESTMENT IN jOINT vENTURES

Group Company2015 2014 2015 2014

$’000 $’000 $’000 $’000

Interests in joint ventures 7,137 3,828 3,828 3,828Share of post acquisition reserves (3,868) (3,828) – –

3,269 – 3,828 3,828Impairment losses – – (3,828) (3,828)

3,269 – – –

The change in impairment loss in respect of investment in joint ventures during the year is as follows:

Company2015 2014

$’000 $’000

At 1 January and 31 December 3,828 3,828

Details of the joint ventures are as follows:

Name of joint venture Principal activitiesCountry of



% %

(i) Held by the Group

1 Tianjin Super Lifestyle Food Development Co., Ltd

Dormant PRC 50 50

1 Smartport Zapad Dormant (Trademark owner) Russia 50 –

(ii) Held by a joint venture

Joint venture of Tianjin Super Lifestyle Food Development Co., Ltd

1 Ningxia Yin Ou Super Lifestyle Food Co., Ltd

Dormant PRC 25 25

1 Not required to be audited in accordance with the laws of the country of incorporation.




14 INvESTMENT IN jOINT vENTURES (CONT’D)

The Group has interests in a number of individually immaterial joint ventures. All are equity accounted. The following summarises the financial information for the Group’s investments in joint ventures, based on the amounts reported in the Group’s consolidated financial statements:

Group2015 2014

$’000 $’000

Group’s interest in net assets of investees at 1 January – 12,818Group’s share of total comprehensive income– Loss for the year (51) –– Other comprehensive income 11 –Total comprehensive income (40) –Liquidation of a joint venture – (12,818)Group’s contribution during the year 3,309 –Carrying amount of interest in investees at 31 December 3,269 –

15 DEFERRED TAx ASSETS AND LIABILITIES

Recognised deferred tax assets and liabilities

Movements in deferred tax assets and liabilities of the Group and the Company are as follows:

At 1 january

2014

Recognisedin profit

or loss(note 7)

Effect ofmovementsin exchange

rates

At 31December

2014

Recognisedin profit

or loss(note 7)

Effect ofmovementsin exchange

rates

At 31December

2015$’000 $’000 $’000 $’000 $’000 $’000 $’000

GroupDeferred tax assetsUnutilised tax

losses and capital allowances – 295 9 304 (1) 7 310

Investment securities 14 (14) – – – – –14 281 9 304 (1) 7 310

Deferred tax liabilitiesProperty, plant and

equipment (6,974) 461 (176) (6,689) (257) (123) (7,069)Investment securities – (57) – (57) (172) – (229)

(6,974) 404 (176) (6,746) (429) (123) (7,298)

CompanyDeferred tax assetInvestment securities 14 (14) – – – – –

Deferred tax liabilityInvestment securities – (57) – (57) (172) – (229)

14 (71) – (57) (172) – (229)




15 DEfERRED TAx ASSETS AND LIABILITIES (CONT’D)

Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items:

Group2015 2014

$’000 $’000

Tax losses 26,814 18,076Capital and reinvestment allowances 5,657 4,843Deductible temporary differences 210 545

32,681 23,464

The unutilised tax losses and unabsorbed capital and reinvestment allowances are subject to compliance with the relevant provisions of the tax legislation and agreement by the relevant tax authorities in the respective countries in which certain subsidiaries operate. The tax losses of certain subsidiaries amounting to $6,816,000 will expire between 2016 and 2020.

Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the relevant subsidiaries can utilise the benefits therefrom.

16 INvENTORIES

Group2015 2014

$’000 $’000

Raw materials 43,647 47,964Packing materials 9,142 9,122Work-in-progress 6,685 3,214Finished goods 35,704 40,191Spare parts 1,066 188Goods-in-transit 10,062 14,380

106,306 115,059

In 2015, raw materials, packing materials, and changes in work-in-progress and finished goods included in cost of sales amounted to $326,800,000 (2014: $349,841,000).

During the year ended 31 December 2015, inventories written off amounted to $1,748,000 (2014: $901,000).

The change in allowance for inventory obsolescence during the year is as follows:

Group2015 2014

$’000 $’000

At 1 January 2,197 3,221Allowance made during the year, net 356 465Amounts utilised during the year (876) (1,580)Effect of movements in exchange rate 103 91At 31 December 1,780 2,197




17 TRADE AND OTHER RECEIvABLES

Group Company2015 2014 2015 2014

$’000 $’000 $’000 $’000

Trade receivables 113,886 97,225 – –Allowance for impairment losses (2,772) (3,089) – –

111,114 94,136 – –

Non-trade amount due from a shareholder of a subsidiary 1,381 1,291 – –

Other receivables 18,338 12,265 8,667 9,001Advances to suppliers 2,371 2,165 – –Compensation for relocation

of factory 3,044 2,980 – –Deposits 1,429 1,453 5 5Staff loans and advances 17 78 – –

137,694 114,368 8,672 9,006Prepayments 3,065 3,869 – –

140,759 118,237 8,672 9,006

The non-trade amount due from a shareholder of a subsidiary is unsecured, interest-free and repayable on demand.

As at 31 December 2015, included in other receivables of the Group and Company is an amount of $8,667,000 (2014: $9,000,000) arising from the disposal of Sun Resources Pte Ltd (“Sun Resources”). On 6 May 2013, the Company entered into a sales and purchase agreement to sell its entire 35.3% equity interest in its associate, Sun Resources for $26,000,000. As at 31 December 2015, the Company had received a total of $19,000,000. Two supplemental agreements dated 20 May 2014 and 18 March 2015 were entered into to extend the repayment date from 5 May 2014 to 16 March 2015 and from 16 March 2015 to 16 March 2016 respectively. Subsequent to the year end, an amount of $1,500,000 was received by the Company. The other receivables is unsecured and bears interest at a rate of 1% per month.

Management uses judgement to determine the allowance for impairment and considers evidence such as historical repayment records and credibility of the debtor. Based on management’s experience in the collection of other receivables, management believes that no impairment allowance is necessary arising from the outstanding balance.

Impairment losses

The Group maintains allowance for impairment losses at a level considered adequate to provide for potential uncollectible receivables. The level of this allowance is evaluated by the Group on the basis of factors that affect the collectability of the accounts. These factors include, but are not limited to, the length of the Group’s relationship with receivables, their payment behaviour and known market factors. The Group reviews the age and status of receivables and identifies accounts which require allowance to be made on a continuous basis. The amount and timing of recorded expenses for any period would differ if the Group made different judgement or utilised different estimates. An increase in the Group’s allowance for doubtful accounts would increase the Group’s recorded general and administrative expenses and decrease trade and other receivables.




17 TRADE AND OTHER RECEIvABLES (CONT’D)

The ageing of loans and receivables at the reporting date is as follows:

GrossIndividual

impairment GrossIndividual

impairment2015 2015 2014 2014

$’000 $’000 $’000 $’000

GroupNot past due 94,344 – 77,086 –Past due 1 – 30 days 15,955 – 22,482 –Past due 31 – 60 days 10,576 – 8,414 –Past due 61 – 90 days 10,866 – 3,475 –Past due 91 – 120 days 4,765 – 943 –Past due more than 120 days 3,960 (2,772) 5,057 (3,089)

140,466 (2,772) 117,457 (3,089)

CompanyNot past due 8,672 – 9,006 –

8,672 – 9,006 –

The change in impairment losses in respect of loans and receivables during the year is as follows:

Group2015 2014$’000 $’000

At 1 January 3,089 2,818Allowance (written back)/made during the year (355) 270Amounts utilised during the year – (33)Effect of movements in exchange rate 38 34At 31 December 2,772 3,089

Based on historical default rates, the Group believes that, apart from the above, no impairment allowance is necessary in respect of loans and receivables past due.

The Group and the Company’s exposure to credit and currency risks related to trade and other receivables are disclosed in note 28.




18 AMOUNTS DUE FROM RELATED PARTIES

Group Company2015 2014 2015 2014

$’000 $’000 $’000 $’000

Non-currentNon-trade– subsidiary – – 1,525 1,426

CurrentTrade– subsidiaries – – 2,073 2,073– associates 1,992 4,923 – –Non-trade– subsidiaries – – 18,266 25,411– associates 1,419 1,193 – –

3,411 6,116 20,339 27,484Allowance for impairment losses – – (4,021) (3,944)

3,411 6,116 16,318 23,540

3,411 6,116 17,843 24,966

Non-current non-trade amount due from a subsidiary is unsecured, interest-free and not expected to be repaid within the next one year.

Current non-trade amounts due from related parties are unsecured, interest-free and repayable on demand.

The ageing of amounts due from related parties at the reporting date is as follows:

GrossIndividual

impairment GrossIndividual

impairment2015 2015 2014 2014

$’000 $’000 $’000 $’000

GroupNot past due 1,992 – 2,553 –Past due 1 – 30 days 1 – 2,182 –Past due 31 – 60 days 5 – 300 –Past due 61 – 90 days – – 1,081 –Past due 91 – 120 days – – – –Past due more than 120 days 1,413 – – –

3,411 – 6,116 –

CompanyNot past due 12,000 – 21,994 –Past due 1 – 30 days 1 – – –Past due 31 – 60 days – – – –Past due 61 – 90 days – – – –Past due 91 – 120 days – – – –Past due more than 120 days 9,863 (4,021) 6,916 (3,944)

21,864 (4,021) 28,910 (3,944)




18 AMOUNTS DUE fROM RELATED PARTIES (CONT’D)

The change in impairment losses in respect of amounts due from subsidiaries during the year is as follows:

Company2015 2014

$’000 $’000

At 1 January 3,944 3,920Effect of movements in exchange rate 77 24At 31 December 4,021 3,944

The Group and the Company’s exposure to credit and currency risks related to amounts due from related parties is disclosed in note 28.

19 INvESTMENT SECURITIES

Group and Company2015 2014

$’000 $’000

Held for trading investments– Equity securities (quoted) 3,002 2,801

The equity securities have been designated at fair value through profit or loss because they are managed on a fair value basis and their performance is actively managed.

Changes in fair value of held for trading investments are recognised in “Finance income” or “Finance costs”.

Information about the Group and the Company’s exposures to credit and market risks, and fair value measurement, is included in note 28.

20 CASH AND CASH EqUIvALENTS

Group Company2015 2014 2015 2014

$’000 $’000 $’000 $’000

Cash and bank balances 94,543 91,981 1,627 1,416Short-term deposits 29,401 9,355 1,000 3,646Cash and cash equivalents in the

statements of financial position 123,944 101,336 2,627 5,062Deposits pledged (1,440) – – –Cash and cash equivalents in the

statement of cash flow 122,504 101,336 2,627 5,062

Cash balances earn interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group and the Company, and earn interest at the respective short-term deposit rates.

Deposits pledged represent bank balances of a subsidiary pledged as security to obtain credit facilities (see note 23).

The Group and the Company’s exposures to credit and currency risks related to cash and cash equivalents are disclosed in note 28.




21 SHARE CAPITAL AND TREASURY SHARES

(a) Share capital


No. ofordinary

shares’000 $’000

No. ofordinary

shares’000 $’000

Issued and fully-paid ordinary shares, with no par value

At 1 January 1,115,478 163,543 557,739 163,543Bonus shares issued during the year – – 557,739 −At 31 December 1,115,478 163,543 1,115,478 163,543

All shares rank equally with regard to the Company’s residual assets.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All rights attached to treasury shares are suspended until those shares are reissued.

On 4 June 2014, the Company issued 557,739,000 ordinary shares pursuant to the bonus issue on the basis of one bonus share for every one existing ordinary share. The bonus shares are issued as fully paid at nil consideration to entitled shareholders, without capitalisation of the Company’s reserves and rank pari passu in all respects with existing ordinary shares in the capital of the Company.

(b) Super Group Share Award Scheme

At an Extraordinary General Meeting held on 28 April 2011, shareholders of the Company approved a share award scheme known as the Super Group Share Award Scheme (the “Scheme”) to grant awards, on a free-of-charge basis which represent a specified number of fully paid shares in the share capital of the Company (“Awards”), to selected employees of the Group provided that certain prescribed performance targets are met within a prescribed performance period.

The Company has the flexibility to either issue and deliver new shares of the Company, or purchase and deliver existing shares of the Company, to participants upon the vesting of the awards.

The Scheme is administered by the Remuneration Committee which comprises Messrs Lai Mun Onn, Goh Boon Kok, Lim Kang San and Ko Chuan Aun.

Eligibility

The following persons are eligible to participate in the Scheme subject to the absolute discretion of the Remuneration Committee:

(a) Key Group Employees; and

(b) Group Executive Directors.

Key Group Employees and Group Executive Directors who are also Controlling Shareholders or Associates of a Controlling Shareholder are eligible to participate in the Scheme.




21 SHARE CAPITAL AND TREASURy SHARES (CONT’D)

(b) Super Group Share Award Scheme (cont’d)

Size of the Scheme

The aggregate number of shares to be issued pursuant to Awards granted on any date, when added to the number of shares issued and/or issuable under such other share-based incentive plans of the Company, shall not exceed 15% of the total number of issued shares of the Company (excluding treasury shares) on the day preceding that date.

The aggregate of the number of shares comprised in Awards granted to the Controlling Shareholders and Associates of the Controlling Shareholders under the Scheme shall not exceed 25% of the aggregate of the total number of Awards which may be granted under the Scheme, and the aggregate of the number of shares in respect of Awards granted to each Controlling Shareholder or Associate of such Controlling Shareholder shall not exceed 10% of the total number of Awards which may be granted under the Scheme.

Grant of the Scheme

Awards may be granted at any time in the course of a financial year.

Name of the participant Date of grant

Awards granted during the

financial year

Aggregate awardsgranted since thecommencement

of the scheme to the end offinancial year

Aggregateawards

outstanding as at end of

financial year

Director of the Company

Charles K Li @ Li Kang 1 – – 153,000 –Tan Tian Oon 1 – – 88,000 –

1 No share awards were granted during the financial year ended 31 December 2015.

Since the commencement of the Scheme until the end of the financial year:

• NoAwardshavebeengrantedtothecontrollingshareholdersoftheCompanyandtheirassociates.

• Noparticipantotherthanthatdisclosedabovehasreceived5%ormoreofthetotalawardsavailableunder the Scheme.




21 SHARE CAPITAL AND TREASURy SHARES (CONT’D)

(c) Capital management

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. There were no changes in the Group’s approach to capital management during the year.

As disclosed in note 22, certain subsidiaries of the Group are required by the Foreign Enterprise Laws of the PRC and Thailand to contribute and maintain a non-distributable statutory reserve whose utilisation is subject to approval by the relevant authorities. These externally imposed capital requirements have been complied with by the above-mentioned subsidiaries for the financial years ended 31 December 2015 and 2014.

The Group monitors capital using its debt-to-equity ratio as follows:

Group 2015 2014

$’000 $’000

Total liabilities 127,008 114,095

Total equity 538,379 517,026

Debt-to-Equity 0.24 times 0.22 times

(d) Treasury shares


No. ofordinary

shares’000 $’000

No. ofordinary

shares’000 $’000

At 1 January (280) (141) (152) (153)Bonus share issue {note 21(a)} – – (152) −Treasury shares reissued pursuant to

Super Group Share Award Scheme – – 24 12Share buy-back (100) (75)At 31 December (380) (216) (280) (141)

Treasury shares relate to ordinary shares of the Company that are held by the Company.

The Company acquired 369,000 shares in the Company by way of on-market purchase for a total consideration of $372,000 in 2010 and this has been presented as a component within shareholders’ equity.

During the year, the Company acquired 100,000 shares in the Company by way of on-market purchase for a total consideration of $75,000 and this has been presented as a component within shareholders’ equity.

No treasury shares were awarded to directors pursuant to the Super Group Share Award Scheme during the year ended 31 December 2015. During the year ended 31 December 2014, 24,000 treasury shares were awarded to certain directors.

Subsequent to the aforementioned share buy-back, bonus issue and transfer, the number of treasury shares is 380,000 (2014: 280,000).




22 RESERvES

The reserves of the Group and the Company comprise the following balances:

Group Company2015 2014 2015 2014

$’000 $’000 $’000 $’000

Gain on reissuance of treasury shares 285 285 285 285Asset revaluation reserve 895 895 – –Capital reserve 77 77 – –Reserve on consolidation 358 358 – –Statutory reserve 10,036 9,290 – –Discount on acquisition of

non-controlling interests 99 99 – –Foreign currency translation reserve 4,211 (7,476) – –Dividend reserve 13,381 23,419 13,381 23,419Retained earnings 329,204 307,213 12,353 12,168

358,546 334,160 26,019 35,872

(a) Gain on reissuance of treasury shares

This represents the gain arising from purchase, sale, issue or cancellation of treasury shares. No dividend may be paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be made in respect of this reserve.

(b) Asset revaluation reserve

The asset revaluation reserve represents increases in the fair value of the Group’s leasehold land and buildings, net of tax, and decreases to the extent that such decrease relates to an increase on the same asset previously recognised in other comprehensive income.

(c) Capital reserve

The capital reserve represents a one-time tax incentive granted to a foreign subsidiary in accordance with the laws of the foreign jurisdiction.

(d) Reserve on consolidation

Reserve on consolidation represents the difference between the fair value of the net assets and the purchase consideration in respect of the subsidiaries acquired prior to 1 January 2001.

(e) Statutory reserve

In accordance with the Foreign Enterprise Law applicable to the subsidiaries in the PRC and Thailand, the subsidiaries are required to make appropriation to a statutory reserve.

In the PRC, at least 10% of the statutory profits after tax as determined in accordance with the applicable PRC accounting standards and regulations must be allocated to the statutory reserve until the cumulative total of the statutory reserve reaches 50% of the subsidiaries’ registered capital. Subject to approval from the relevant PRC authorities, the statutory reserve may be used to offset any accumulated losses or increase the registered capital of the subsidiaries.

In Thailand, the subsidiary is required to allocate at least 5% of its profit each time a dividend is paid out, until the statutory reserve reaches 10% of its registered share capital.

The statutory reserves in both countries are not available for dividend distribution to shareholders.




22 RESERvES (CONT’D)

(f) Discount on acquisition of non-controlling interests

This represents the difference between the consideration and the carrying value of the additional equity interest in a subsidiary acquired from its non-controlling interest.

(g) Foreign currency translation reserve

The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency.

(h) Dividend reserve

The dividend reserve represents amounts transferred from retained earnings for dividends proposed by the directors on or before the reporting date.

Dividends

The following dividends were declared and paid by the Group and Company:

For the year ended 31 December

Company2015 2014

$’000 $’000

Paid by the Company to owners of the CompanyDividends on ordinary shares:– Final exempt (one-tier) dividends for the year ended 2014: 2.1 cents

(2013: 7.0 cents) per share 23,419 39,031– Interim exempt (one-tier) dividends for the year ended 2015: 1.0 cents

(2014: 1.0 cents) per share 11,152 11,15234,571 50,183

Group2015 2014

$’000 $’000

Paid by subsidiaries to NCIDividends on ordinary shares 5,215 3,134

After the respective reporting dates, the following exempt (one-tier) dividends were proposed by the directors. These exempt (one-tier) dividends have not been provided for.

Company2015 2014

$’000 $’000

Final exempt (one-tier) dividends on ordinary shares for the year ended 2015: 1.2 cents (2014: 2.1 cents) per share 13,381 23,419




23 LOANS AND BORROWINGS

Group2015 2014

$’000 $’000

Non-current liabilitiesSecured bank loans 29 –Finance lease liabilities 42 42

71 42

Current liabilitiesSecured bank loans 354 –Unsecured bank loans 27,000 20,000Finance lease liabilities 126 237

27,480 20,237

27,551 20,279

Terms and debt repayment schedule

Terms and conditions of outstanding loans and borrowings are as follows:

CurrencyNominal

interest rateYear of

maturity Face valueCarryingamount

% $’000 $’000

GroupAt 31 December 2015

Finance lease liabilities

Singapore Dollars (“SGD”) 2.00% – 4.70% 2016 – 2017 177 168

Unsecured bank loans SGD 1.53% – 2.00% 2016 – 2018 27,000 27,000Secured bank loans USD 2.00% 2016 – 2018 354 354Secured bank loans VND 7.34% 2018 29 29

At 31 December 2014

Finance lease liabilities SGD 2.00% – 4.14% 2015 – 2016 299 279Unsecured bank loans SGD 0.99% 2015 20,000 20,000

The secured bank loans of the Group are secured over deposits pledged of $1,440,000.

Finance lease liabilities are payable as follows:

Futureminimum

lease payments Interest Principal

$’000 $’000 $’000

GroupAt 31 December 2015Within one year 133 7 126Between one and five years 44 2 42

177 9 168

At 31 December 2014Within one year 254 17 237Between one and five years 45 3 42

299 20 279




24 TRADE AND OTHER PAYABLES

Group Company2015 2014 2015 2014

$’000 $’000 $’000 $’000

Trade payables 24,250 35,328 – –Accrued operating expenses 16,009 15,799 40 40Accrued payroll and related expenses 16,681 14,813 510 580Deferred income 614 – – –Payables for property, plant and equipment 1,418 1,814 – –Retention sum payable 4,290 1,879 – –Other payables 10,369 9,067 12 12

73,631 78,700 562 632Advance payments and deposits from customers 7,506 766 – –Trade and other payables 81,137 79,466 562 632

The Group and the Company’s exposure to currency and liquidity risks related to trade and other payables are disclosed in note 28.

As at 31 December 2015, included in advance payments and deposits from customers of the Group is a security bond deposit of $6,060,000 placed with a subsidiary of the Group by a customer for purchases made with the Group.

Included in other payables of the Group is an amount of $1,568,000 (2014: $1,168,000) which relates to payables to other suppliers for advertising and promotion expenses.

25 AMOUNTS DUE TO RELATED PARTIES

Group Company2015 2014 2015 2014

$’000 $’000 $’000 $’000

Non-currentNon-trade– subsidiary – – 957 894

CurrentTrade– subsidiaries – – 114 115– associates 2,637 1 – –

Non-trade– subsidiaries – – 3,170 3,221– affiliates 98 30 – –

2,735 31 3,284 3,336

2,735 31 4,241 4,230

Non-current non-trade amount due to a subsidiary is unsecured, interest-free and not expected to be repaid within the next one year.

Current non-trade amounts due to related parties are unsecured, interest-free, and repayable on demand.

An affiliate is a company in which a key management personnel of the Group is in a position to exercise significant influence.

The Company’s exposure to currency and liquidity risks related to amounts due to related parties is disclosed in note 28.




26 COMMITMENTS

(a) Operating lease commitments – as lessee

The Group has entered into commercial leases for the use of leasehold land, warehouse and offices for lease terms of between 1 to 30 years. Certain leases have options to renew the leases for a period of between 1 to 28 years. There are no restrictions placed upon the Group by entering into these leases.

The future minimum lease payments under non-cancellable operating leases are as follows:

Group Company2015 2014 2015 2014

$’000 $’000 $’000 $’000

Within one year 1,169 834 – –Between one and five years 2,093 1,229 – –More than five years 1,151 1,268 – –

4,413 3,331 – –

(b) Operating lease commitments – as lessor

The Group has entered into commercial property leases on its properties. These non-cancellable operating leases have remaining lease terms of between one and two years. All leases include a clause to enable upward revision of the rental charge on an annual basis based on prevailing market conditions.

The future minimum lease receivables under non-cancellable operating leases are as follows:

Group2015 2014

$’000 $’000

Within one year 99 162Between one and five years 64 35

163 197

(c) Capital commitments

As at the respective reporting dates, the Group had entered into contracts for:

Group2015 2014

$’000 $’000

Property, plant and equipment 6,473 5,811

(d) Financial guarantee contracts

The Group’s policy is to provide financial guarantees only to subsidiaries.

Intra-group financial guarantees comprise financial guarantees provided by the Company to financial institutions in respect of banking facilities granted to subsidiaries amounting to $24,314,000 (2014: $26,004,000). As at 31 December 2015, $250,000 (2014: $22,300) of the banking facilities were utilised. At the reporting date, the Company does not consider it probable that a claim will be made against the Company under the intra-group financial guarantees.




26 COMMITMENTS (CONT’D)

(d) Financial guarantee contracts (cont’d)

The periods in which the financial guarantees will expire are as follows:

Company2015 2014

$’000 $’000

Less than one year 3,610 –More than five years 20,704 26,004

24,314 26,004

27 RELATED PARTIES

Transactions with key management personnel

Key management personnel compensation

Key management personnel are directors and those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The amounts stated below for key management compensation are for all the executive directors and other key management personnel.

Key management personnel compensation comprised:

Group2015 2014

$’000 $’000

Short-term employee benefits 9,328 10,093Contributions to national pension schemes 239 213Share-based payments – 35

9,567 10,341

Key management personnel compensation comprises amounts paid to:– directors of the Company 7,364 8,521– other key management personnel 2,203 1,820

9,567 10,341

Directors’ remuneration includes salaries, bonuses, fees and other emoluments. In addition to the above, the Group provides medical benefits to all employees, which includes key management personnel.

Directors’ interests in Super Group Share Awards Scheme

During the year ended 31 December 2015, no share awards were granted under the Share Awards Scheme.

During the year ended 31 December 2014, 24,000 share awards were granted to two of the Company’s executive directors at the price of $1.45.




27 RELATED PARTIES (CONT’D)

Other related party transactions

Other than as disclosed elsewhere in the financial statements, transactions carried out in the normal course of business on terms agreed with related parties are as follows:

Group Company2015 2014 2015 2014

$’000 $’000 $’000 $’000

Sales of finished goods to associates 9,137 21,818 – –Sales of finished goods to firms related to

key management personnel of the Group 5 249 – –Marketing fees paid to firms related to

key management personnel of the Group (1,029) (819) – –

28 FINANCIAL INSTRUMENTS

Financial risk management

Overview

The Group has exposure to the following risks arising from financial instruments:

• creditrisk

• liquidityrisk

• marketrisk

This note presents information about the Group’s exposure to each of the above risks, and the Group’s objectives, policies and processes for measuring and managing risk.

Risk management framework

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board has established the Audit and Risk Committee, which is responsible for reviewing the adequacy and effectiveness of the Group’s risk management and internal control system. The committee reports regularly to the Board of Directors on its activities.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Audit and Risk Committee oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit and Risk Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee.




28 fINANCIAL INSTRUMENTS (CONT’D)

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s trade and other receivables.

The carrying amounts of financial assets in the statements of financial position represent the Group and the Company’s maximum exposures to credit risk, before taking into account any collateral held. Other than a security bond deposit of $6,060,000 placed with a subsidiary of the Group, the Group and the Company do not hold any collateral in respect of their financial assets.

Guarantees

The Group’s policy is to provide financial guarantees only to related companies.

Trade and other receivables

Impairment losses

The Group establishes an allowance for impairment losses that represents its estimate of incurred losses in respect of trade and other receivables. The main component of this allowance is specific loss that relates to individually significant exposures.

The allowance account in respect of trade and other receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible. At that point, the financial asset is considered irrecoverable and the amount charged to the allowance account is written off against the carrying amount of the impaired financial asset.

Exposure to credit risk

The Group determines concentrations of credit risk by monitoring the country profile of its trade receivables on an on-going basis. The credit risk concentration profile of the Group’s trade receivables is as follows:

Group2015 2014

$’000 % $’000 %

Singapore 10,053 9 7,648 8Malaysia 10,185 9 8,490 9Indonesia 15,183 14 9,142 10Thailand 26,058 23 24,940 26PRC 15,298 14 13,650 15Myanmar 21,258 19 16,450 17Others 13,079 12 13,816 15

111,114 100 94,136 100

As of 31 December 2015, 10 (2014: 10) major customers accounted for 68% (2014: 65%) of trade receivables. These customers are located in Singapore, Malaysia, Indonesia, Thailand, PRC, and Myanmar.

Cash and cash equivalents

Cash and cash equivalents are placed with banks and financial institutions which are regulated. The Group limits its credit risk exposure in respect of investments by only investing in liquid securities which are placed with diversified creditworthy financial institutions.





Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

To ensure continuity of funding, the Group’s policy is to manage the debt maturity profile to support the operating cycle of the business. Short-term funding is obtained through bank borrowings and bank overdrafts for working capital purposes, if necessary.

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:

Carryingamount

Contractualcash flows

Within1 year

Between 1and 5 years

More than 5 years

$’000 $’000 $’000 $’000 $’000

Group31 December 2015

Non-derivative financial liabilitiesLoans and borrowings 27,551 (27,560) (27,487) (73) –Trade and other payables 1 73,017 (73,017) (73,017) – –Amounts due to related parties 2,735 (2,735) (2,735) – –

103,303 (103,312) (103,239) (73) –

31 December 2014

Non-derivative financial liabilitiesLoans and borrowings 20,279 (20,299) (20,254) (45) –Trade and other payables 1 78,700 (78,700) (78,700) – –Amounts due to related parties 31 (31) (31) – –

99,010 (99,030) (98,985) (45) –

Company31 December 2015

Non-derivative financial liabilitiesTrade and other payables 562 (562) (562) – –Amounts due to related parties 4,241 (4,241) (3,284) (957) –Recognised financial liabilities 4,803 (4,803) (3,846) (957) –Intra-group financial guarantees – (24,314) (24,314) – –

4,803 (29,117) (28,160) (957) –

31 December 2014

Non-derivative financial liabilitiesTrade and other payables 632 (632) (632) – –Amounts due to related parties 4,230 (4,230) (3,336) (894) –Recognised financial liabilities 4,862 (4,862) (3,968) (894) –Intra-group financial guarantees – (26,004) (26,004) – –

4,862 (30,866) (29,972) (894) –

1 Excludes the Group’s advance payments and deposits from customers of $7,506,000 (2014: $766,000).





Liquidity risk (cont’d)

The maturity analyses show the contractual undiscounted cash flows of the Group and the Company’s financial liabilities based on their earliest possible contractual maturity. Except for the cash flow arising from the intra-group financial guarantees, it is not expected that the cash flows included in the maturity analysis above could occur significantly earlier, or at significantly different amounts.

Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates, and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk

The Group’s exposure to interest rate risks arises primarily from the Group’s short-term deposits and its debt obligations. The interest charges for short-term deposits and debt obligations are made up of fixed rates. The Group does not use derivative financial instruments to hedge interest rate risk.

At the reporting date, the interest rate profile of the Group and the Company’s interest-bearing financial instruments is as follows:

Carrying amountsGroup Company

2015 2014 2015 2014$’000 $’000 $’000 $’000

Fixed rate financial assetsOther receivables 8,667 9,000 8,667 9,000Short-term deposits 29,401 9,355 1,000 3,646

38,068 18,355 9,667 12,646

Fixed rate financial liabilitiesFinance lease liabilities 168 279 – –Secured bank loans 383 – – –Unsecured bank loans 27,000 20,000 – –

27,551 20,279 – –

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.





Currency risk

The Group is exposed to currency risk on sales, purchases and borrowings, including inter-company sales, purchases and inter-company balances, loans and borrowings, that are denominated in a currency other than the respective functional currencies of Group entities. The currencies in which these transactions primarily are denominated are SGD, United States Dollar (“USD”), Chinese Yuan (“CNY”), Indonesia Rupiah (“IDR”), Malaysia Ringgit (“MYR”), Euro (“EUR”) and Thai Baht (“THB”).

The Group is also exposed to currency translation risk arising from its net investments in foreign operations. The Group’s net investments in Malaysia, PRC, Thailand, Vietnam, Myanmar and Hong Kong are not hedged as currency positions in MYR, CNY, THB, VND, USD and HKD are considered to be long-term in nature.

Exposure to currency risk

The Group’s exposure to currency risk is as follows:

SGD USD CNY IDR MYR EUR THB$’000 $’000 $’000 $’000 $’000 $’000 $’000

Group31 December 2015Trade and other receivables 6,086 13,267 1 – 472 88 –Cash and cash equivalents 1,928 34,921 6 – 2,626 911 –Trade and other payables (1,937) (630) (2) – (1,496) (523) (3)

6,077 47,558 5 – 1,602 476 (3)

31 December 2014Trade and other receivables 2,328 14,835 – – 841 323 24Cash and cash equivalents 1,494 19,758 3,651 – 2,402 212 –Trade and other payables (1,883) (1,173) – – (1,326) (155) (17)

1,939 33,420 3,651 – 1,917 380 7

Company31 December 2015Amounts due from

related parties – 1,525 – 9 – – –Cash and cash equivalents – 309 – – – 204 –Amounts due to

related parties – (1,665) – (2,480) – – –– 169 – (2,471) – 204 –

31 December 2014Amounts due from

related parties – 1,426 – – – – –Cash and cash equivalents – 290 3,646 – – 212 –Amounts due to

related parties – (1,557) – (2,577) – – –– 159 3,646 (2,577) – 212 –





Sensitivity analysis

A reasonably possible 5% strengthening of the Singapore dollar, as indicated below, against the following currencies at 31 December would have increased/(decreased) profit or loss by the amounts shown below. The analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2014, as indicated below:

Profit or lossGroup Company$’000 $’000

31 December 2015SGD 304 –USD (2,378) (8)CNY –* –IDR – 124MYR (80) –EUR (24) (10)

31 December 2014SGD 97 –USD (1,671) (8)CNY (183) (182)IDR – 129MYR (96) –EUR (19) (11)

* Amount less than $1,000.

A weakening of the Singapore dollar against the above currencies would have the equal but opposite effect to the amounts shown above.

Equity price risk - sensitivity analysis

The Group has investment in quoted equity securities. A reasonably possible 24.5% (2014: 18.4%) increase in the underlying equity prices at the reporting date would have increased profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.


$’000 $’000

Equity securities (quoted) 735 515

A decrease in the underlying equity prices would have the equal but opposite effect to the amounts shown above.





Accounting classifications and fair values

The carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are as follows. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Carrying amount Fair value

NoteDesignated

at fair valueLoans and

receivables

Other financialliabilities Total Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group31 December 2015Financial asset measured

at fair valueInvestment securities 19 3,002 – – 3,002 3,002 – – 3,002

3,002 – – 3,002

Financial assets not measured at fair value

Trade and other receivables 1 17 – 137,694 – 137,694Amounts due from

related parties 18 – 3,411 – 3,411Cash and cash equivalents 20 – 123,944 – 123,944

– 265,049 – 265,049

Financial liabilities not measured at fair value

Finance lease liabilities 23 – – (168) (168)Secured bank loans 23 – – (383) (383)Unsecured bank loans 23 – – (27,000) (27,000)Trade and other payables 2 24 – – (73,017) (73,017)Amounts due to

related parties 25 – – (2,735) (2,735)– – (103,303) (103,303)

Group31 December 2014Financial asset measured


2,801 – – 2,801


Trade and other receivables 1 17 – 114,368 – 114,368Amounts due from

related parties 18 – 6,116 – 6,116Cash and cash equivalents 20 – 101,336 – 101,336

– 221,820 – 221,820


Finance lease liabilities 23 – – (279) (279)Unsecured bank loans 23 – – (20,000) (20,000)Trade and other payables 2 24 – – (78,700) (78,700) Amounts due to

related parties 25 – – (31) (31)– – (99,010) (99,010)

1 Excludes the Group’s prepayments of $3,065,000 (2014: $3,869,000).2 Excludes the Group’s advance payments and deposits from customers of $7,506,000 (2014: $766,000).





Carrying amount Fair value

NoteDesignated

at fair valueLoans and

receivables

Other financialliabilities Total Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Company31 December 2015Financial asset measured


3,002 – – 3,002


Trade and other receivables 17 – 8,672 – 8,672

Amounts due from related parties 18 – 17,843 – 17,843

Cash and cash equivalents 20 – 2,627 – 2,627– 29,142 – 29,142


Trade and other payables 24 – – (562) (562)Amounts due to

related parties 25– –

(4,241) (4,241)– – (4,803) (4,803)

Company31 December 2014Financial asset measured


2,801 – – 2,801


Trade and other receivables 17 – 9,006 – 9,006

Amounts due from related parties 18 – 24,966 – 24,966

Cash and cash equivalents 20 – 5,062 – 5,062– 39,034 – 39,034


Trade and other payables 24 – – (632) (632)Amounts due to

related parties 25– –

(4,230) (4,230)– – (4,862) (4,862)




29 OPERATING SEGMENTS

The Group’s revenue and profit are primarily derived from the manufacture and distribution of beverages and food products. For management purposes, the Group is organised into geographical segments. The Group operates in three principal geographical areas, Singapore, Southeast Asia and East Asia. In presenting information on the basis of geographical segments, the segment revenue by destination is based on the geographical location of the customers. Segment revenue and segment assets by asset locations are based on the geographical location of the assets.

Management monitors the operating results of each geographical segment separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss. Group financing (including finance costs) and income taxes are managed on a group basis and are not allocated to operating segments.

Inter-segment pricing is determined based on mutually agreed terms.

(a) Geographical segments

Non-current assets information based on the geographical location of the assets are as follows:

Group 2015 2014

$’000 $’000

Singapore 62,982 63,969

Southeast AsiaMyanmar 1,640 2,061Malaysia 128,307 126,931Thailand 10,480 11,806Vietnam 7,155 7,076

East AsiaChina 66,176 67,474

Others 2 1276,742 279,318

Non-current assets information presented above consist of property, plant and equipment and intangible assets, as presented in the consolidated statement of financial position.



nOTES TO ThE Financial STaTEmEnTS29

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nOTES TO ThE Financial STaTEmEnTS29

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29 OPERATINg SEgMENTS (CONT’D)

Information by products

Revenue from external customers based on the different product segment is as follows:

Group 2015 2014

$’000 $’000

Branded consumer 339,199 351,445Food ingredients 170,041 188,016

509,240 539,461

Information about major customers

Revenue from three (2014: three) major customers amounted to $196,484,000 (2014: $204,550,000), arising from sales in Southeast Asia segment.


Number of Issued Shares (excluding Treasury Shares) : 1,114,497,960Number/Percentage of Treasury Shares : 980,000 (0.09%)Class of Shares : Ordinary ShareVoting Rights (excluding Treasury Shares) : One Vote Per Share

STATISTICS OF SHAREHOLDINGS

Size of ShareholdingNumber of

Shareholders %Number of

Shares %

1 – 99 18 0.23 427 0.00100 – 1,000 351 4.58 309,207 0.031,001 – 10,000 5,042 65.73 27,892,971 2.5010,001 – 1,000,000 2,232 29.10 84,777,554 7.611,000,001 and above 28 0.36 1,001,517,801 89.86

7,671 100.00 1,114,497,960 100.00

SUBSTANTIAL SHAREHOLDERS AS AT 16 MARCH 2016

(As recorded in the Register of Substantial Shareholders)

Direct Interest % Deemed Interest %

Teo Kee Bock 71,159,750 6.38 60,000,000 (1) 5.38Goi Seng Hui 114,541,816 (2) 10.28 52,638,000 (3) 4.72Te Lay Hoon 135,392,250 12.15 300,000 (4) 0.03Te Kok Chiew 10,649,250 0.96 90,000,000 (5) 8.08YHS Investments Pte Ltd 130,211,296 11.68 – –Yeo Hiap Seng Limited – – 130,211,296 (6) 11.68Far East Organisation Pte. Ltd. – – 130,211,296 (6) 11.68The Estate of Ng Teng Fong (Deceased) – – 130,211,296 (6) 11.68Tan Kim Choo @ Teng Kim Choo – – 130,211,296 (6) 11.68The Capital Group Companies, Inc. – – 77,696,100 (7) 6.97Capital Research and Management Company – – 77,696,100 (7) 6.97Smallcap World Fund, Inc. – – 66,232,100 (7) 5.94Matthews International Capital Management, LLC – – 66,587,500 (8) 5.97

Notes:

(1) The breakdown of Mr Teo Kee Bock’s deemed interest is as follows:– 50,000,000 shares held by UBS AG Singapore; and – 10,000,000 shares held by DBS Nominees Pte Ltd.

(2) The breakdown of Mr Goi Seng Hui’s direct interest is as follows:– 24,541,816 shares in own name; and – 90,000,000 shares held by DBS Nominees Pte Ltd as bare trustee.

(3) Mr Goi Seng Hui is deemed to be interested in the shares held by Tee Yih Jia Food Manufacturing Pte Ltd by virtue of Section 7 of the Companies Act, Cap. 50.

(4) Madam Te Lay Hoon is deemed to be interested in the shares held by the nominee, CPF Bank Nominees.

(5) The breakdown of Mr Te Kok Chiew’s deemed interest is as follows:– 50,000,000 shares held by Raffles Nominees (Pte) Limited;– 10,000,000 shares held by DBS Nominees Pte Ltd; and– 30,000,000 shares held by UBS AG.

as at 16 maRch 2016

ShaREhOlDERS’inFORmaTiOn


SHAREHOLDERS’ INfORMATION (CONT’D)(6) By virtue of Section 7 of the Companies Act, Cap. 50, the following are deemed to be interested in the shares held by YHS Investments Pte Ltd:

(a) Yeo Hiap Seng Limited(b) Far East Organisation Pte. Ltd.(c) The Estate of Ng Teng Fong (Deceased)(d) Madam Tan Kim Choo @ Teng Kim Choo

(7) The Capital Group Companies, Inc. (“CGC”) is the parent company of Capital Research and Management Company (“CRMC”). CRMC is a U.S.-based investment management company that manages the American Funds family of mutual funds. CRMC manages equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors. CRMC in turn is the parent company of Capital Group International, Inc. (“CGII”), which in turn is the parent company of five investment management companies (“CGII management companies”): Capital Guardian Trust Company, Capital International, Inc., Capital International Limited, Capital International Sàrl and Capital International K.K. The CGII management companies primarily serve as investment managers to institutional clients.

Neither CGC nor any of its affiliates own shares of the Company for its own account. Rather, the shares reported are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.

CRMC is the investment adviser to SMALLCAP World Fund, Inc. (“SCWF”), a mutual fund incorporated in Maryland, USA and American Funds Insurance Series – Global Small Capitalization Fund (“VISC”), organized as a Massachusetts Business Trust. SCWF and VISC have direct interest in the Company, with a shareholding of 66,232,100 voting shares (5.939%) and 11,464,000 voting shares (1.028%) respectively. In accordance with Section 4(1) of the Securities and Futures Act (Cap. 289) (“SFA”), CRMC (being the investment adviser to SCWF and VISC) has a deemed interest in the 77,696,100 voting shares in the Company, which constitutes 6.967% of the total number of voting shares (excluding treasury shares) in the Company.

As CGC is the parent company of CRMC, pursuant to Sections 4(4) and 4(5) of the Securities and Futures Act, Chapter 289 of Singapore, CGC is deemed interested in the total interest of CRMC of 77,696,100 voting shares (6.967%).

(8) Matthews International Capital Management, LLC (“MICM”), is a U.S.-registered investment advisor that transacts in the Company’s shares (as well as other securities) on behalf of its clients. The Company’s shares owned by MICM clients are held by a local custodian, giving rise to MICM’s deemed interest in the Company.

TWENTY LARGEST SHAREHOLDERS

No. Name of Shareholders Number of Shares %

1. Citibank Nominees Singapore Pte Ltd 200,283,653 17.972. DBS Nominees (Private) Limited 190,867,829 17.133. Te Lay Hoon 135,392,250 12.154. YHS Investment Pte Ltd 130,211,296 11.685. Teo Kee Bock 71,159,750 6.386. Raffles Nominees (Pte) Limited 54,591,327 4.907. Tee Yih Jia Food Manufacturing Pte Ltd 52,638,000 4.728. DBSN Services Pte. Ltd. 46,622,348 4.189. Goi Seng Hui 24,541,816 2.2010. United Overseas Bank Nominees (Private) Limited 19,324,000 1.7311. Maybank Nominees (Singapore) Private Limited 13,600,000 1.2212. HSBC (Singapore) Nominees Pte Ltd 11,344,354 1.0213. Te Kok Chiew 10,649,250 0.9614. Teo Sze Hwee Elaine 5,226,000 0.4715. UOB Kay Hian Private Limited 4,241,200 0.3816. Sharon Teo Siow Hwee (Sharon Zhang Xiaohui) 4,000,000 0.3617. Heng Siew Eng 3,375,300 0.3018. BNP Paribas Securities Services Singapore Branch 3,237,900 0.2919. Lam Soon Cannery Pte Ltd 3,165,000 0.2820. Phillip Securities Pte Ltd 3,019,835 0.27

Total 987,491,108 88.59

PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS

Approximately 26.41% of the Company’s shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the Listing Manual of the SGX-ST.

as at 16 maRch 2016

ShaREhOlDERS’inFORmaTiOn


SUPER GROUP LTD.

(Company Registration No. 199101696K) (Incorporated in Singapore with limited liability)

NOTICE IS HEREBY GIvEN that the Annual General Meeting of Super Group Ltd. (“the Company”) will be held at Raffles Marina Country Club, Compass Ballroom, Level 2, 10 Tuas West Drive, Singapore 638404 on Thursday, 28 April 2016 at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company for the year ended 31 December 2015 together with the Auditors’ Report thereon. (Resolution 1)

2. To declare a 2nd and final dividend of 1.2 cents per ordinary share (tax-exempt, 1-tier) for the year ended 31 December 2015 (2014: 2.1 cents per ordinary share (tax-exempt, 1-tier)). (Resolution 2)

3. To re-elect the following Directors of the Company retiring by rotation pursuant to Article 88 of the Company’s Constitution:

Mr Te Kok Chiew (Resolution 3)Mr Charles K Li @ Li Kang (Resolution 4)

4. To note the retirement of Mr Lee Chee Tak as a Director of the Company, who is due to retire by rotation pursuant to Article 88 of the Company’s Constitution.

5. To re-appoint the following Directors under Article 92 of the Company’s Constitution, who were previously re-appointed to hold office until this Annual General Meeting pursuant to Section 153(6) of the Companies Act (Cap 50), which was in force immediately before 3 January 2016:

Mr Goh Boon Kok (Resolution 5)Mr Chandra Das S/O Rajagopal Sitaram (Resolution 6)

Mr Goh Boon Kok will, upon re-appointment as a Director of the Company, remain as Chairman of the Audit and Risk Committee and member of the Nominating, Remuneration and Special Committees and will be considered independent.

6. To approve the payment of Directors’ fees of S$510,000 for the year ended 31 December 2015 (2014: S$580,000). (Resolution 7)

7. To re-appoint Messrs KPMG LLP as External Auditors of the Company and to authorise the Directors of the Company to fix their remuneration. (Resolution 8)

8. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

9. Authority to issue new shares

That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Directors of the Company be authorised and empowered to:

(a) (i) issue shares in the Company (“shares”) whether by way of rights, bonus or otherwise; and/or

nOTicE OFannual GEnERal mEETinG


(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instruments made or granted by the Directors of the Company while this Resolution was in force,

provided that:

(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

(2) (subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading Limited) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:

(a) new shares arising from the conversion or exercise of any convertible securities;

(b) new shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time of the passing of this Resolution; and

(c) any subsequent bonus issue, consolidation or subdivision of shares;

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the Singapore Exchange Securities Trading Limited for the time being in force (unless such compliance has been waived by the Singapore Exchange Securities Trading Limited) and the Constitution of the Company; and

(4) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.[See Explanatory Note (i)] (Resolution 9)

10. Authority to issue shares under the Super Group Share Award Scheme

That pursuant to Section 161 of the Companies Act, Cap 50, the Directors be authorised and empowered to grant awards in accordance with the provisions of the prevailing Super Group Share Award Scheme (the “Share Award Scheme”) and to issue, transfer and/or deliver from time to time such number of fully paid-up shares as may be required to be issued and delivered pursuant to the vesting of the awards under the Share Award Scheme, provided that the aggregate number of shares to be issued or delivered pursuant to the Share Award Scheme and pursuant to all other share option or other share schemes of the Company, if applicable, shall not exceed 15 per centum (15%) of the total number of issued shares of the Company (excluding treasury shares) in the share capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.[See Explanatory Note (ii)] (Resolution 10)



11. Renewal Of Share Purchase Mandate

That for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore, the Directors be and are hereby authorised to make purchases or otherwise acquire issued ordinary shares in the capital of the Company from time to time (whether by way of market purchases or off-market purchases on an equal access scheme) of up to 2.5% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as ascertained as at the date of the Annual General Meeting of the Company) at the price of up to but not exceeding the Maximum Price (as defined in the Letter to Shareholders dated 12 April 2016 as attached), and this mandate shall, unless varied or revoked by the Company in general meeting, continue in force until the earliest of (i) the date on which the next Annual General Meeting of the Company is held or required by law to be held; (ii) the date on which the share purchases are carried out to the full extent mandated; or (iii) the date on which the authority conferred by this mandate is revoked or varied by the Shareholders in general meeting.[See Explanatory Note (iii)] (Resolution 11)

By Order of the Board

Tan Cher LiangSecretarySingapore, 12 April 2016

Explanatory Notes:

(i) Resolution 9 in item 9 above, if passed, will empower the Directors of the Company, effective until the conclusion of the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant Instruments convertible into shares and to issue shares pursuant to such Instruments, up to a number not exceeding, in total, 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to 20% may be issued other than on a pro-rata basis to shareholders.

For determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury shares) will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent bonus issue, consolidation or subdivision of shares.

(ii) The Ordinary Resolution 10 proposed in item 10 above, if passed, will empower the Directors of the Company from the date of the above Meeting until the next Annual General Meeting, to grant awards under the Share Award Scheme in accordance with the provisions of the Share Award Scheme and to issue or transfer from time to time such number of fully-paid shares pursuant to the vesting of the awards under the Share Award Scheme subject to the maximum number of shares prescribed under the terms and conditions of the Share Award Scheme. The aggregate number of ordinary shares which may be issued pursuant to the Share Award Scheme, all other share option scheme and any other share scheme is limited to 15% of the total issued share capital (excluding treasury shares) of the Company from time to time.

(iii) The Ordinary Resolution 11 proposed in item 11 above, if passed, will empower the Directors from the date of the above Meeting until the earliest of (i) the date on which the next Annual General Meeting of the Company is held or required by law to be held; (ii) the date on which the share purchases are carried out to the full extent mandated; or (iii) the date on which the authority conferred by this mandate is revoked or varied by the Shareholders in general meeting, to repurchase ordinary shares of the Company by way of market purchases or off-market purchases of up to 2.5% of the total number of issued shares (excluding treasury shares) in the capital of the Company at the Maximum Price (as defined in the Letter to Shareholders attached). The rationale for, the authority and limitation on, the sources of funds to be used for the purchase of shares, including the amount of financing and financial effects of the purchase of shares by the Company pursuant to the proposed share purchase mandate on the audited consolidated financial accounts of the Group for the financial year ended 31 December 2015 are set out in greater detail in the Letter to Shareholders dated 12 April 2016 attached to this Annual Report.



Notes:

1. A Member who is not a relevant intermediary, is entitled to appoint not more than two proxies to attend and vote in his/her stead at the Annual General Meeting (the “Meeting”).

2. A Member who is a relevant intermediary, is entitled to appoint more than two proxies to attend and vote at the Meeting, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such Member.

“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Cap. 50.

3. A proxy need not be a Member of the Company.

4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 30 Tuas Link 2, Super Group Building, Singapore 638568 not less than forty-eight (48) hours before the time appointed for holding the Meeting.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

Dear Shareholders

To facilitate catering arrangements, we seek your understanding to confirm your attendance with your full name and identification number via email to [email protected] on or before 22 April 2016.

Also, for your convenience, transport arrangements have been made available for you AFTER our Annual General Meeting (“AGM”) on 28 April 2016, at Raffles Marina Country Club, Compass Ballroom, Level 2, 10 Tuas West Drive, Singapore 638404. We have chartered a bus to ferry you from Raffles Marina Country Club to Boon Lay MRT. The bus will leave at 11.45 a.m. sharp.

Teo Kee BockExecutive Chairman



I/We,

of

being a member/members of SUPER GROUP LTD. (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of ShareholdingsNo. of Shares %

Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of ShareholdingsNo. of Shares %

Address

or failing the person, or either or both of the persons, referred to above , the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held on 28 April 2016 at 10.00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion, as he/she/they will on any other matter arising at the Meeting and at any adjournment thereof.

No. Resolutions relating to:

Numberof votes

For (1)

Numberof votes

Against (1)

1 Directors’ Statement and Audited Financial Statements for the year ended 31 December 20152 Payment of proposed 2nd and final dividend3 Re-election of Mr Te Kok Chiew as a Director4 Re-election of Mr Charles K Li @ Li Kang as a Director5 Re-appointment of Mr Goh Boon Kok as a Director6 Re-appointment of Mr Chandra Das S/O Rajagopal Sitaram as a Director7 Approval of Directors’ fees amounting to S$510,0008 Re-appointment of Messrs KPMG LLP as Auditors9 Authority to issue new shares

10 Authority to issue shares under the Super Group Share Award Scheme11 Renewal of Share Purchase Mandate

(1) If you wish to exercise all your votes “For” or “Against”, please tick within the box provided. Alternatively, please indicate the number of votes as appropriate.

Dated this day of 2016

Signature of Shareholder(s) or, Common Seal of Corporate Shareholder

*Delete where inapplicable

PROXY FORm(Please see notes overleaf before completing this Form)

IMPORTANT:

1. A relevant intermediary may appoint more than two proxies to attend the Annual General Meeting and vote (please see note 4 for the definition of “relevant intermediary”).

2. For investors who have used their CPF monies to buy the Company’s shares, this Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.

3. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

SUPER GROUP LTD.

Company Registration No. 199101696K(Incorporated In The Republic of Singapore)

Total number of Shares in: No. of Shares(a) CDP Register(b) Register of Members

Notes:

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 81SF of the Securities and Futures Act, Chapter 289), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

3. Where a member appoints two proxies, he/she shall specify the proportion of his/her shareholder (expressed as a percentage of the whole) to be represented by each proxy. If no such proportion is specified, the first named proxy shall be treated as representing 100% of the shareholding and any second named proxy as an alternate to the first named proxy.

4. A member who is a relevant intermediary entitled to attend the meeting and vote is entitled to appoint more than two proxies to attend and vote instead of the member, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such member. Where such member appoints more than two proxies, the appointments shall be invalid unless the member specifies the number of Shares in relation to which each proxy has been appointed.

“Relevant intermediary” means:

(a) a banking corporation licensed under the Banking Act (Cap. 19) or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;

(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act (Cap. 289) and who holds shares in that capacity; or

(c) the Central Provident Fund Board established by the Central Provident Fund Act (Cap. 36), in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

5. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the Meeting.

6. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 30 Tuas Link 2, Super Group Building, Singapore 638568 not less than 48 hours before the time appointed for the Meeting.

7. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument.

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

PERSONAL DATA PRIvACY:

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 12 April 2016.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 72 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

SUPER GROUP LTD.(Co. Reg. No. 199101696K)

30 Tuas Link 2, Super Group Building, Singapore 638568Tel: (65) 6753 3088 Fax: (65) 6753 7833

Website: www.supergroupltd.comEmail: [email protected]

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