food empire holdings limited

1

Listed companies must provide the information required by Appendix 7.2 of the Listing Manual. Adequate disclosure should be given to explain any material extraordinary item either as a footnote of the material extraordinary item or in the "Review of the performance of the group".

FOOD EMPIRE HOLDINGS LIMITED (Co Registration No: 200001282G)

Full Year Financial Statement And Dividend Announcement for the Period Ended 31 December 2005 PART I - INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR RESULTS 1(a) An income statement (for the group) together with a comparative statement for the

corresponding period of the immediately preceding financial year.

Group (S$’000)

Group (S$’000)

% Increase/ (Decrease)

Jan-Dec 2005 Jan-Dec 2004 (Restated)*

Revenue 184,011 160,389 14.7 Costs and expenses Changes in inventories of finished goods

(224) 5,439

Raw materials and consumables used

(95,095) (85,184) 19.5

Staff costs (17,358) (15,131) 14.7 Depreciation and amortisation expenses

(1,779) (1,602) 11.0

Foreign exchange gain/(loss) 429 (1,790) NM Impairment loss (Note 1) (311) (12) NM Other operating expenses (Note 2)

(48,927) (40,392) 21.1

Other income 499 639 (21.9) Finance costs (25) (6) NM Share of profit / (losses) of associated companies

3,196 (144) NM

Profit before taxation 24,416 22,206 10.0 Taxation (2,106) (3,670) (42.6) Profit after taxation 22,310 18,536 20.4 Attributable to: Shareholders of the Company

20,602 15,693 31.3

Minority interests, net of taxation

1,708 2,843 (39.9)

Profit after taxation 22,310 18,536 20.4 * Please refer to paragraph 4. Note 1: Impairment loss arose from the downward valuation of properties and assets (eg air conditioner, plant and machinery and renovation).

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Note 2: Included in other operating expenses is an allowance for doubtful receivables of S$273,000 (2004:S$675,000). NM: Not meaningful.

1(b)(i) A balance sheet (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year.

Group Group Company Company 31/12/2005

(S$'000)

31/12/2004 (Restated)

(S$'000)

31/12/2005

(S$'000)

31/12/2004 (Restated)

(S$'000) Assets Less Liabilities Non-Current Assets Fixed assets 15,802 13,369 - - Investments in subsidiary companies - - 12,519 12,519 Investments in associated companies 4,701 1,272 979 979 Deferred tax assets 996 1,392 - - Intangible assets 11,115 - - - 32,614 16,033 13,498 13,498 Current Assets Cash and bank balances 17,198 15,680 107 83 Trade receivables 35,436 27,967 - - Prepayments,other deposits and other receivables

6,000 4,996 227 1,146

Amounts due from subsidiary companies (non-trade) - - 29,042 16,471

Amounts due from associated companies (trade) 205 138 - - Amounts due from associated companies (non-trade) 623 890 - 439

Inventories 37,059 31,906 - - 96,521 81,577 29,376 18,139 Current Liabilities Trade payables and accruals (24,997) (19,555) (353) - Other payables (370) (414) (324) (314) Amount due to a related party (trade) (2) (1) - - Provision for taxation (1,625) (3,877) - (9) (26,994) (23,847) (677) (323) Net Current Assets 69,527 57,730 28,699 17,816 Non-Current Liability Deferred tax liabilities (243) (256) - - (243) (256) - - Net Assets 101,898 73,507 42,197 31,314

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Group Group Company Company 31/12/2005

(S$’000)

31/12/2004 (Restated)

(S$’000)

31/12/2005

(S$’000)

31/12/2004 (Restated)

(S$’000) Equity Share capital 19,454 17,457 19,454 17,457 Reserves 80,273 51,636 22,743 13,857 99,727 69,093 42,197 31,314 Minority interests 2,171 4,414 - - 101,898 73,507 42,197 31,314

1(b)(ii) Aggregate amount of group’s borrowings and debt securities.

Amount repayable in one year or less, or on demand

As at 31/12/2005 As at 31/12/2004

Secured Unsecured Secured Unsecured ��

0 0 0 0

Amount repayable after one year

As at 31/12/2005 As at 31/12/2004

Secured Unsecured Secured Unsecured ��

0 0 0 0

Details of any collateral

NIL 1 (c) A cash flow statement (for the group), together with a comparative statement for

the corresponding period of the immediately preceding financial year.

31 Dec 2005 31 Dec 2004 (Restated) (S$’000) (S$’000) Cash flows from operating activities: Profit before taxation and minority interests 24,416 22,206 Adjustments for: Amortisation of goodwill - 39 Depreciation of fixed assets 1,779 1,563 Exchange realignment 351 (1,073) Gain on disposal of fixed assets (2) (11) Interest expense 25 6 Interest income (87) (27)

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31 Dec 2005 31 Dec 2004 (Restated) (S$’000) (S$’000) Impairment loss on fixed assets 311 12 Share of (profit) / losses of associated companies (3,196) 144 Share-based payment expenses 556 346 Operating income before reinvestment in working capital 24,153 23,205 Increase in receivables (8,525) (10,084) Increase in inventories (5,153) (8,273) Increase in payables 4,530 8,634 Cash generated from operations 15,005 13,482 Income taxes paid (3,979) (2,555) Net cash generated from operating activities 11,026 10,927 Cash flows from investing activities: Interest income received 87 27 Purchase of fixed assets (3,799) (1,705) Proceeds from sale of fixed assets 5 48 Repayment from / (loans) to associated companies 266 (739) Investments in associated companies (162) (417) Net cash used in investing activities (3,603) (2,786) Cash flows from financing activities: Dividends paid to minority shareholders of subsidiary companies (2,360) (1,687) Dividends paid to shareholders of the Company (4,225) (3,467) Interest expense paid (25) (6) Proceeds from issuance of shares 705 874 Net cash used in financing activities (5,905) (4,286) Net increase in cash and cash equivalents 1,518 3,855 Cash and cash equivalents at beginning of the year 15,680 11,825 Cash and cash equivalents at end of the year 17,198 15,680

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1(d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and

distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year.

Share

Capital Share

Premium Foreign

Currency Translation

Reserve

Other Reserve

Revenue Reserve

Total Minority Interests

Total Equity

(S$'000) (S$'000) (S$'000) (S$'000) (S$'000) (S$'000) (S$'000) (S$'000) The Group Balance as at 31/12/2003 as previously reported

17,200

6,086

(202)

-

33,918

57,002

3,277

60,279

Cumulative effects of adopting FRS102

-

-

-

14

(14)

-

-

-

Balance as at 31 /12/2003 as restated

17,200

6,086

(202)

14

33,904

57,002

3,277

60,279 Foreign currency translation differences

-

-

(1,341)

-

-

(1,341)

(19)

(1,360)

Net income recognised directly in equity

-

-

(1,341)

-

-

(1,341)

(19)

(1,360)

Net profit for the year

-

-

-

-

15,693

15,693

2,843

18,536

Total recognised income and expenses for the year

-

-

(1,341)

-

15,693

14,352

2,824

17,176 Dividends paid to minority shareholders of subsidiary companies

-

-

-

-

-

-

(1,687)

(1,687) Dividends paid to shareholders of the Company

-

-

-

-

(3,467)

(3,467)

-

(3,467) Cost of share-based payment

-

-

-

332

-

332

-

332

Issuance of ordinary shares

257

617

-

-

-

874

-

874

Balance as at 31/12/2004

17,457

6,703

(1,543)

346

46,130

69,093

4,414

73,507

Balance as at 31/12/ 2004 as previously reported

17,457

6,703

(529)

-

45,698

69,329

4,414

73,743 Cumulative effects of adopting FRS102

-

-

-

346

(346)

-

-

-

Cumulative effects of adopting FRS21

-

-

(1,014)

-

778

(236)

-

(236)

Balance as at 31 /12/2004 as restated

17,457

6,703

(1,543)

346

46,130

69,093

4,414

73,507 Foreign currency translation differences

-

-

564

-

-

564

31

595

Net income recognised directly in equity

-

-

564

-

-

564

31

595


-

-

-

-

20,602

20,602

1,708

22,310


-

-

564

-

20,602

21,166

1,739

22,905 Dividends paid to minority shareholders of subsidiary companies

-

-

-

-

-

-

(2,360)

(2,360) Dividends paid to shareholders of the Company

-

-

-

-

(4,225)

(4,225)

-

(4,225)

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Share

Capital Share

Premium Foreign Currency

Translation Reserve

Other Reserve

Revenue Reserve

Total Minority Interests

Total Equity

(S$'000) (S$'000) (S$'000) (S$'000) (S$'000) (S$'000) (S$'000) (S$'000) The Group Cost of share-based payment

-

-

-

556

-

556

-

556 Issuance of ordinary shares

1,997

11,140

-

-

-

13,137

-

13,137

Acquisition of shares from minority shareholders of subsidiary companies

-

-

-

-

-

-

(1,622)

(1,622) Balance as at 31/12/2005

19,454

17,843

(979)

902

62,507

99,727

2,171

101,898

Share

Capital Share

Premium Other

Reserve Revenue

Reserve Total

(S$'000) (S$'000) (S$'000) (S$'000) (S$'000)

The Company

Balance as at 31/12/2003 as previously reported

17,200

6,086

-

8,433

31,719

Cumulative effects of adopting FRS 102

-

-

14

-

14

Balance as at 31/12/2003 as restated

17,200

6,086

14

8,433

31,733


-

-

-

1,842

1,842


-

-

-

1,842

1,842

Cost of share-based payment

-

-

332

-

332


257

617

-

-

874

Dividends paid to shareholders of the Company

-

-

-

(3,467)

(3,467)


17,457

6,703

346

6,808

31,314

Balance as at 31/12/2004 as previously reported

17,457

6,703

-

6,852

31,012

Cumulative effects of adopting FRS 102

-

-

346

(44)

302

Balance as at 31/12/2004 as restated

17,457

6,703

346

6,808

31,314


-

-

-

1,415

1,415


-

-

-

1,415

1,415

Cost of share-based payment

-

-

556

-

556


1,997

11,140

-

-

13,137

Dividends paid to shareholders of the Company

-

-

-

(4,225)

(4,225)


19,454

17,843

902

3,998

42,197

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1(d)(ii) Details of any changes in the company's share capital arising from rights issue,

bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. The issued and paid-up capital of the Company increased from S$17,457,000 as at 31 December 2004 to S$19,454,250 as at 31 December 2005. The increase was due to 4,145,000 new ordinary shares of S$0.05 each alloted and issued pursuant to the exercise of options granted under the Food Empire Share Option Scheme (the “Option Scheme”). In addition, 25,400,000 new ordinary shares of S$0.05 each were alloted and issued pursuant to the Sales & Purchase agreement entered with Sudeep Nair and completed on 30 June 2005. Furthermore, 10,400,000 new ordinary shares of S$0.05 each were alloted and issued pursuant to the Sales & Purchase agreement entered with Chan Meng Huat and completed on 31 August 2005.

As at 31 December 2005, options to subscribe for a total of 18,345,000 ordinary shares were outstanding under the Option Scheme . As at 31 December 2004, there were unexercised options for 23,665,000 of unissued ordinary shares of the Company under the Option Scheme.

2. Whether the figures have been audited or reviewed and in accordance with which auditing standard or practice.

The figures were unaudited and were not reviewed by the auditors.

3. Where the figures have been audited or reviewed, the auditors’ report (including any qualifications or emphasis of a matter).

Not applicable.

4. Whether the same accounting policies and methods of computation as in the issuer’s

most recently audited annual financial statements have been applied. The Group has applied the same accounting policies and methods of computation in the financial statements for the current financial year compared with the audited financial statements as at 31 December 2004 except for the adoption of the following new Financial Reporting Standards (“FRS”) that are mandatory for the financial years beginning on or after 1 January 2005:

Balance as at No of options No of options No of options Balance as at Exercise Price Exercise Period31-Dec-04 granted during

the year

lapsed during the

year

exercised during the

year

31-Dec-05 per share

$

2002 Options 9,440,000 - (125,000) (4,145,000) 5,170,000 0.17 14 March 2004 to 13 March 2012

2002 Options 800,000 - - - 800,000 0.17 14 March 2004 to 13 March 2007

2003 Options 500,000 - - - 500,000 0.27 04 June 2005 to 13 March 2012

2004 Options 400,000 - - - 400,000 0.275 25 May 2006 to 24 May 2009

2004 Options 12,525,000 - (1,050,000) - 11,475,000 0.275 25 May 2006 to 24 May 2014

23,665,000 - (1,175,000) (4,145,000) 18,345,000

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FRS 21: The Effects of Changes in Foreign Exchange Rates FRS 102: Share-based payment The impact of the changes in accounting policies is as follows: 1. FRS 21 The adoption of FRS 21 has impact on the following:- a) Net Profit for the Group for full year ended 31 December 2004 was increased by

S$778,000. b) There was no impact on the revenue reserve of the Group as at 1 January 2004 as the

Management is of the opinion that it is impractical to determine the effects of the change in accounting policy prior to 1 January 2004. Hence, the change in accounting policy is applied as at 1 January 2004.

There is no impact at the Company level as the changes affected two subsidiary companies of the Group. 2. FRS 102 By adopting FRS 102, the Group and Company adjusted downwards the opening revenue reserve as at 1 January 2004 by S$14,000. Net Profit for the Group and the Company for full year ended 31 December 2004 was reduced by S$332,000 and S$44,000 respectively. 3. Effects of FRS 21 and FRS102 on Earnings Per Share(EPS) The effect of FRS 21 and FRS 102 on the Group’s basic and diluted EPS for full year ended 31 December 2004 is as follows: Basic EPS Increase of 0.13 cents Diluted EPS Increase of 0.16 cents

5. If there are any changes in the accounting policies and methods of computation,

including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change. Please refer to paragraph 4.

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6. Earnings per ordinary share of the group for the current financial period reported on

and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends.

Group Group 31/12/2005

31/12/2004 (Restated)

Earnings per share (i) Based on existing issued share capital (cents)

5.60 4.52

(ii) On a fully diluted basis (cents) 5.54 4.44 Weighted average number of shares table

31/12/2005 31/12/2004 Weighted average number of shares for calculation of basic EPS

368,127,748

347,523,252

Weighted average number of shares for calculation of diluted EPS

372,051,498

353,211,001

7. Net asset value (for the issuer and group) per ordinary share based on issued share capital of the issuer at the end of the:-

(a) current financial period reported on; and (b) immediately preceding financial year.

Group Group Company Company 31/12/2005 31/12/2004 31/12/2005 31/12/2004 (Restated) (Restated) Net asset value per ordinary share (cents) 25.63 19.79 10.85 8.97

8. A review of the performance of the group, to the extent necessary for a reasonable

understanding of the group’s business. It must include a discussion of the following:-

(a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and

(b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on.

Revenue

For the year ended 31 December 2005, Group Revenue rose by 14.7% to S$184.0 million due to a strong increase in sales, particularly beverage products. This represents the sixth consecutive year of double digit revenue growth achieved by the Group. The majority of the Group’s revenue (60.3%) came from Russia. Eastern Europe and Central Asia is the second largest market (33.3%), comprising countries such as Ukraine, Kazakhstan, Uzbekistan and Poland. The Group also generated sales from other markets (6.4%) including countries from the Middle East, Europe and Asia.

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Geographical Analysis FYE

31/12/2005 S$’000

FYE 31/12/2004

S$’000

% change

Russia 110,987 98,277 12.9 Eastern Europe & Central Asia 61,306 48,344 26.8 Others 11,718 13,768 (14.9) Total 184,011 160,389 14.7

Sales to Russia increased by 12.9% to S$111.0 million due to higher demand for beverage products such as the Group’s flagship brand MacCoffee. The increase in revenue is a result of the expansion of the distribution network together with the ongoing brand building and marketing campaigns undertaken by the Group in Russia, where the MacCoffee brand is among the best selling products in its class. Sales in Eastern Europe and Central Asia increased by 26.8% to S$61.3 million. The performance in Ukraine improved due to new marketing campaigns, an increase in activities at the points of sale, the completion of the restructuring of the Ukraine sales office, and improved political stability in the region. An increase in marketing activities and expansion of distribution network resulted in improved sales in Kazakhstan and other Commonwealth of Independent States (CIS) countries. Revenue from other countries fell from S$13.8 million to S$11.7 million mainly due to lower sales from the US market.

Product Analysis FYE 31/12/2005

S$’000 FYE 31/12/2004

S$’000 % Change

Beverage 170,468 143,640 18.7 Non-beverage 13,543 16,749 (19.1) Total 184,011 160,389 14.7

The Group’s core product segment remains beverages which contributed 92.6% of the Group’s total revenue. Beverage sales were strong across all key markets, with sales increasing by 18.7% to S$170.5 million. Revenue from non-beverage products fell from S$16.7 million to S$13.5 million due to lower sales of frozen convenience food. Profitability Net profit attributable to shareholders increased by 31.3% from S$15.7 million in FY2004 to $20.6 million in FY2005 despite higher import costs into Russia which was the subject of the earnings alert in August 2005. Profit was boosted by the one-off sale of a business by an associated company - Ernsts Food Ingredients Sdn Bhd (Ernsts) which is 35% owned by the Group. In the fourth quarter of 2005, Ernsts completed the sale of its non-dairy creamer business and assets resulting in S$3.4 million share of profits for the Group. Raw materials and consumables used increased by 19.5% to S$95.1 million due to increases in the cost of soluble coffee, non-dairy creamer, sugar and packaging materials. Other operating expenses rose by 21.1% to S$48.9 million primarily due to the increase in import costs from the changes in customs regulations in Russia. Advertising and promotion

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costs were well controlled, with marginal increase in expenditure as compared to FY2004. Income tax decreased from S$3.7 million in FY2004 to S$2.1 million in FY2005 as a result of tax savings enjoyed by overseas subsidiary companies. The Group enjoyed a foreign exchange gain of S$0.4 million. Balance Sheet & Cash Flow Fixed assets increased from S$13.4 million in 2004 to S$15.8 million in FY2005. This was due to the setting up of the Vietnam plant and purchase of machinery for the Russian plant. Investments in associated companies increased from S$1.3 million in FY2004 to S$4.7 million in FY2005 due to sale of business and assets by Ernsts. Intangible Assets of S$11.1 million represents goodwill arising from the completion of the acquisition of the remaining minority interests in three subsidiary companies – Future Enterprises (Russia) Pte Ltd, FER (HK) Limited and FES Industries Pte Ltd. Trade receivables increased from S$28.0 million in FY2004 to S$35.4 million in FY2005. The majority of this was due to increase in sales. Inventories rose from S$31.9 million in 2004 to S$37.1 million in FY2005 due to increased sales and stock up of raw materials in preparation for the commencement of production of the Russian plant. The Group’s Net Cash position increased by 9.7% to S$17.2 million.

9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.

In August 2005, the Directors made an earnings alert announcement that the changes in the custom regulation for importing goods into Russia would result in higher import costs. This increase in costs was expected to adversely affect the Group’s performance in the second half of the year. The Group has subsequently incurred significant additional import costs for sales into Russia. Making reference to paragraph 15 – “A Breakdown of Sales”, the Group’s operating profit after tax before deducting minority interests reported for the second half of the financial year 2005 would have been S$9.2 million instead of S$12.6 million if not for the gain from the one-off sale of a business by an associated company. This is lower than the profit achieved in the second half of 2004, despite an increase in sales over the corresponding period.

10. A commentary at the date of the announcement of the significant trends and competitive

conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months. To overcome the increase in import costs into Russia, the Group has established a new production facility in the Moscow region, Russia. The plant has commenced its first phase of operations and is expected to gear up to operational efficiency by the second half of 2006.

The Group expects market conditions to remain challenging in 2006. Increases in the costs of raw materials are expected to continue, and may impact adversely on the Group’s margins. The Group also faces possible challenges from government policy change and the impact of foreign currency fluctuations. Freight cost may also increase if the price of oil rises again.

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The Group will continue with its successful brand building and marketing efforts in all its key markets. These activities - undertaken by experienced professionals with local market knowledge - continue to secure the popularity of the Group’s brands. The Group will focus its efforts on growing market share by refining the branding of its existing products, investing in brand building activities and expanding the distribution network.

11. Dividend

(a) Current Financial Period Reported On

Any dividend declared for the current financial period reported on? Yes Name of Dividend First & Final Special Dividend Dividend Type Cash Cash Dividend Amount per Share (in cents) 0.5 cents per ordinary share

(less tax) 1.375 cents per ordinary share (less tax)

Optional:- Dividend Rate 10% 27.5% Par value of shares S$0.05 S$0.05 Tax Rate 20% 20%

(b) Corresponding Period of the Immediately Preceding Financial Year Any dividend declared for the corresponding period of the immediately preceding financial year? Yes Name of Dividend First & Final Special Dividend Dividend Type Cash Cash Dividend Amount per Share (in cents) 0.5 cents per ordinary share

(less tax) 1.00 cents per ordinary share (less tax)

Optional:- Dividend Rate 10% 20% Par value of shares S$0.05 S$0.05 Tax Rate 20% 20% (c) Date payable

The proposed First & Final Dividend and Special Dividends, if approved at the Annual General Meeting, will be paid at a date to be announced. (d) Books closure date

Notice will be given at a later date on the closure of Share Transfer Books and the Register of Members to determine the shareholders’ entitlements to the proposed First & Final and Special Dividends.

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12. If no dividend has been declared/recommended, a statement to that effect.

Not applicable.

PART II - ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT (This part is not applicable to Q1, Q2, Q3 or Half Year Results)

13. Segmented revenue and results for business or geographical segments (of the group) in

the form presented in the issuer’s most recently audited annual financial statements, with comparative information for the immediately preceding year.

By Product

2005 Beverages Others Elimination Total (S$'000) (S$'000) (S$'000) (S$'000)

Segment revenue from external customers 170,468 13,543 - 184,011 Segment results 21,946 (989) 288 21,245 Finance costs (25) Share of profit of associated companies 3,196 Profit before taxation 24,416 Taxation (2,106) Minority interests, net of taxation (1,708) Profit after taxation 20,602

By Product

2004 Beverages Others Elimination Total (S$'000) (S$'000) (S$'000) (S$'000)

Segment revenue from external customers 143,640 16,749 - 160,389 Segment results 21,418 3,662 (2,724) 22,356 Finance costs (6) Share of (losses) of associated companies (144) Profit before taxation 22,206 Taxation (3,670) Minority interests, net of taxation (2,843) Profit after taxation 15,693

By Country

2005 Russia Eastern Europe & Central Asia Others Elimination Total

(S$'000) (S$'000) (S$'000) (S$'000) (S$'000) Segment revenue from external customers 110,987 61,306 11,718 - 184,011

By Country

2004 RussiaEastern Europe

& Central Asia Others Elimination Total (S$'000) (S$'000) (S$'000) (S$'000) (S$'000) Segment revenue from external customers 98,277 48,344 13,768 - 160,389

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14. In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments. Please refer to paragraph 8.

15. A breakdown of sales.

Group

31/12/2005 31/12/2004 % Increase/

(Decrease) (S$'000) (S$'000)

Sales reported for first half year 82,534 72,006 14.6Operating profit after tax before deducting minority interests reported for first half financial year

9,667 8,120 19.1

Sales reported for second half year 101,477 88,383 14.8Operating profit after tax before deducting minority interests reported for second half financial year

12,643 10,416 21.4

16. A breakdown of the total annual dividend (in dollar value) for the issuer’s latest full year and its previous full year. Total Annual Dividend (Refer to Para 16 of Appendix 7.2 for the required details)

Latest Full Year (S$) FY2004

Previous Full Year (S$) FY2003

Ordinary 4,224,810 3,467,000 Preference - - Total: 4,224,810 3,467,000

BY ORDER OF THE BOARD

Tan San-Ju Company Secretary 21 February 2006

food empire holdings limited

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