Leaping Forward - Sakae · PDF fileby the critically acclaimed Mr Colin Seah, whose ......

Annual Repor t 2006

Leaping Forward

Mission To provide good quality food andexcellent service at the best value.

Vision To be above the best food & beverage company globally.

Core Values – E xcellence is our minimum standard Productivity in everything we do Innovation to simplify and compete C ompassion to all

CONTENTSCorporate Profile 1 | Brands 2-3Letter to Shareholders 4-5 | Board of Directors 6-7Operations Review 8-9| Key Management 10Corporate Structure 11| Social and Recreation 12-13Financial Highlights 15| Corporate Information 16

Corporate Profile

Apex-Pal is a homegrown food & beverage solutions provider on a fast track to global growth. Established in 1996, the Company began focusing on and investing in the fast-paced food and beverage industry when it set up Sakae Sushi the next year.

Since then, Apex-Pal has developed and grown an exciting stable of food and beverage brands and solutions, through its flair for understanding consumer trends and its sensitivity to the needs of diners. Today, Apex-Pal is more than a star on the restaurant scene; the Group is also involved in franchising its brands, in food import and distribution, in business-to-business supplies and in event catering. As a young, dynamic and innovative solutions provider, Apex-Pal regularly breaks new grounds, offering Singapore a taste of international dining trends through brands such as Sakae Sushi, Crepes & Cream, Sakae Teppanyaki, Uma Uma Men and Sho-U. Now and into the future, Apex-Pal remains committed to global growth through rewarding partnerships with its associates, while it continues to be vitally engaged with the communities of which it is a part of.

Annual Report 2006 • Leaping Forward • 1

Sakae Sushi, Apex-Pal’s flagship brand, is a trendy quick service kaiten (conveyor belt) sushi concept that has become synonymous with a fun-filled, value for money dining experience. As the only kaiten sushi chain to offer a fuss free 2-tier pricing system, Sakae’s customers can sit back and enjoy their meal without having to constantly think and calculate the bill they are chalking up.

From the very beginning, Sakae Sushi has offered diners a unique dining experience. A premier kaiten (sushi conveyor belt) restaurant, it pioneered the concept of ‘Interactive Menu’ built into each table. The restaurant also blazed trails in featuring an intercom system and selfservice hot water taps integrated into tables for fun, efficient and hassle-free dining.

Today, Sakae Sushi has become a byword for excellence. For example, not only does the chain use quality Japanese rice, the rice used for the sushi served in our restaurants is enriched with Vitamin E. Its outstanding quality was recognized in 2003 when it was conferred the Singapore Promising Brand Award.

Whichever countries they are found in, Sakae Sushi pampers customers with a menu featuring over 100 varieties of sushi. Selected outlets also offer teppanyaki, Kaminabe and Yakimono.

The specialty of Crepes & Cream is its ingenious and inventive crepes. The restaurant also offers dessert lovers an assortment of delectable desserts and ice cream creations. For its crepes, desserts and ice creams, Crepes & Cream serves only Bud’s Ice Cream of San Francisco. Bud’s Ice Cream is not only rated one of the world’s best ice cream, it is made from skimmed milk for a healthier choice. For appetisers and main courses, diners are presented with a menu featuring an exciting medley of Italian, Japanese, Chinese and Continental dishes.

Diverse as the menu is, the common thread that runs throughout is an embrace of culinary creativity, quality ingredients and supreme freshness.

Brands

Sho-U is the symbol of unprecedented boldness. Its design is inspired by the dramatic intensity and vivid hues of Japanese Kabuki theatre, providing a dining experience, which juxtaposes the spirit of the ‘traditional’ with an unconventional and surprising aesthetic.

The overall art direction of Sho-U is headed by the critically acclaimed Mr Colin Seah, whose work was awarded “Designs of the Year 2006”. Other great hands that played a part in shaping Sho-U into an image perfect dining destination include Singaporean artist Ms Lee Meiling, whose fabric art installations of the sakura (cherry) flowers complement the main walls, ceiling and private room, as well as Ms Jo Soh of ‘I Love Hansel’ fame, who designed the uniforms of all the service consultants. Not forgetting the master of the kitchen, Toshihiro Ueda - commonly known as Tommy-san, who has 15 years of international experience at the helm of restaurants.

It is hoped that Sho-U, which is derived from ‘shoyu’ – an essential ingredient in Japanese food, would live up to its namesake and feature as on essential in the diets of food loving people here.

2 • Annual Report 2006 • Leaping Forward

Nouvelle Events was established in April 2001. Today, through its central kitchen and an experienced team of chefs, Nouvelle Events is the vehicle that allows Apex-Pal to take its innovativeness, expertise and resources in food & beverage kitchens out of the confines of the Group’s restaurants, and allow them to be showcased at almost any venue.

One of its key functions is providing catering services to private parties and corporate clients. In this, Nouvelle is distinctive in being the only caterer that offers kaiten sushi. This is made possible by an award-winning patented portable conveyor belt developed in-house by Apex-Pal’s R&D team.

Last but not least, it also acts as the central kitchen to the Sakae Sushi chain of restaurants. Nouvelle Events prides itself on its ability not only to offer quality Japanese food but also a wide selection of Asian, Western and international cuisine.

“Sakae” as the name is known in Japanese means “growth”. Indeed, Sakae Sushi has grown and evolved tremendously over the years, living up to its promise of offering customers a wide variety of high quality, great tasting Japanese cuisine. In its quest to provide customers with an odyssey of dining pleasures comes Sakae Teppanyaki, the latest addition to the chain of restaurants under Apex-Pal International Ltd.

Set against a backdrop of contemporary elegance Sakae Teppanyaki is casual dining at its best. The large teppanyaki griddlle fitted with a granite counter and lined with seats round the edges is at the heart of this open dining concept.

Inspired by the success of our all-time favourite Chawanmushi, comes the Teppanyaki Seafood Chawanmushi. The brilliant idea of using an onion as a bowl is a classic example of the innovative nature of Apex-Pal, allowing the naturally distinctive flavour of the onion to seep through. The tea bowl-shaped onion is filled with an egg mixture and other ingredients like shitake mushroom, kamaboko and crabstick. It is then left to steam on the griddlle. Definitely a classic Japanese dish with a twist!

Following in the footsteps of Sakae Sushi and Uma Uma Men, Sakae Teppanyaki continues the practice of offering customers with healthier choices in the menu. With an assorted selection of mushrooms and vegetables, you can be sure there is something to satisfy everyone. Our health-conscious customers also have the choice of choosing between polished or unpolished grains by including Brown Rice in our menu in addition to Garlic Rice and Fried Rice.

When it comes to the food, one can sense the maturing and distinct deviations from the existing Sakae Teppanyaki menu offered in some Sakae Sushi outlets. Apart from the poultry items of beef and chicken, Sakae Teppanyaki has also added a unique touch to its menu by creating the dish of Foie Gras with Beef. The soft velvety texture of Foie Gras that melts in your mouth makes this dish a must-try.

Sakae Teppanyaki’s flagship outlet hit the scene on 4 January 2007 at Century Square.

True to Apex-Pal’s spirit of innovation and efficient use of technology, Uma Uma Men (which means “Yummy Yummy Noodles”) serves freshly made Japanese noodles and is the first in Singapore to use a special noodlemaking machine from Japan. Uma Uma Men’s uniqueness also lies in its rich and flavourful soup base, created specially by Executive Chef Toshihiro Ueda of Sho-U. The stock is boiled for no less than 8 hours to accentuate the fresh taste and fragrance of the noodles. The restaurant’s modern, bright and lively interior, with strokes of orange tones, exudes the same fresh, healthy and fun appeal. With its open kitchen concept, customers are also treated to an exciting display of chefs making the noodles fresh before their eyes.

Uma Uma Men features a select menu of over 50 classic and contemporary noodle dishes from all time favourite Zaru Soba to exciting new concoctions like Special Soba Set and Salad Udon. With a choice of Tonkotsu (pork bone) or Shio (salt) base for the noodles, in addition to several a la carte items e.g. salads, tofu and tempura, customers will be spoilt for choice.

Brands


TheFeastofTheYear

On the Global Stage

Looking back on the definition of ‘Apex-Pal’ – reaching the ‘apex’ of our lives on the foundation of friendships, we have made friends in different parts of the world including China, Thailand, Indonesia, Malaysia, Hong Kong, the Philippines, Moscow, and the United States. I am incredibly grateful to this group of ‘pals’ who have enabled us to make the charge in breaking new grounds.

With over 60 outlets, our flagship brand Sakae Sushi has established an even stronger presence in the region. Overlooking the straits of Malacca, we opened 1 new outlet in Kuala Lumpur and 1 in Penang; across the South China Sea, 2 new outlets in Beijing and 1 in Shanghai. In the Philippines, we opened 1 new outlet. And finally in good old Singapore, we opened 9 new outlets. Not to forget our new dessert concept store launched in the year before, Crepes and Cream also saw 3 new outlets open in the Philippines this past year. Year 2006 has seen a total addition of 18 new outlets to our global network.

In December, we were one of the 9 selected Singaporean companies to be conferred the “CitiBusiness-SPBA Regional Brand Award”, an award further affirming our exuberant growth and development in the Asia region.

The launch of our two new brands - Sakae Teppanyaki, a new teppanyaki focused concept in Singapore, as well as Sho-U, our new young and hip Japanese dining brand that targets the fast and furious, have already crowned the beginning of this new year.

With much anticipation, we are exhilarated at the thought of our Hong Kong and USA outlets opening in the first half of year 2007! Following closely in line will be our Moscow new venture.

Apex-Pal is now primed for the world.

Hear the Trumpets

This has been a year of celebration as we watch our revenue rise 28.4% from $51.9 million to $66.6 million in FY2006. The group’s excellent performance was clearly reflected in our gross profits amounting up to $48.7 million. Net operating cash flow averaged at a high of $7.7 million with the group’s net cash position at $10.1 million.

Kudos to the group’s performance! In view of the outstanding returns, the Directors have announced a first and final tax-exempt 1 tier dividend of 1 cent per share and a special tax-exempt 1 tier dividend of 3.5 cents per share. Truly, it is a year of harvest!

Taste and See

Taste and see the rollout of our new Sakae Sushi menu encompassing over 200 different delectable dishes! One of our new menu highlights is our refreshing and well-received Vegetarian menu that is being specially offered at a discounted price on the 15th day of each month on the Lunar calendar.

Letter to Shareholders


Savoring Success

We are proud to be one of the first few companies in Singapore to confer the nationally acclaimed Workforce Skills Qualification (WSQ) certification in Training. This is a milestone in our commitment towards in-house training, and in up keeping our Apex-Pal global standard.

On top of the fun and “chic” experience dining at an Apex-Pal restaurant, we will strive towards creating personal dining moments for customers as we expand outwards internationally and regionally in 2007. We hope to invoke an unforgettable memory through the culmination of food and service. We want every diner to not only remember their experience but think of our restaurants as their first choice restaurants to dine at.

Talk about letting the creative juices flow! Amidst the growth of our HR, Finance, Purchasing, and Business Development departments, we also launched our very own Sakae line of merchandise through the dedicated efforts of our Marketing department. This line of products includes an attractive range from hand phone straps, plush toys to bedroom slippers.

Together as a team and as ‘pals’, we hope to achieve internationally acclaimed successes in every aspect of training, business and service.

Kampai!

All in all, I wish to thank our shareholders, staff, and business partners. I know that none of the above would be possible without your generous and continued contribution. To our shareholders and business partners, thank you for your support and friendship. To the staff and management team of Apex-Pal, thank you for your hard work and outstanding performance.

Join us in celebrating this feast of the year.

Douglas FooChairman and CEO

Letter to Shareholders


This has been a year of celebration as we watch our revenue rise 28.4% from $51.9 million to $66.6 million in FY2006. The Group’s excellent performance was clearly reflected in our gross profits amounting up to $48.7 million. Net operating cash flow averaged at a high of $7.7 million with the group’s net cash position at $10.1 million.

Board Of Directors


DOUGLASFOO

FOOLILIAN

LIMCHEEYONG

ANDYONGSIEWKWEE

CHANWINGLEONG

Board of Directors


DOUGLASFOOChiefExecutiveOfficer

Douglas Foo has been a Director of the Group since 17 February 1997. As Founder and CEO of the Group, he undertakes the overall management, strategic planning and business development functions of the Group. Mr Foo started off as a marketing executive before his entrepreneurial spirit saw him set up a garment trading firm in 1996. A year later, he diversified into food & beverage with Sakae Sushi and has since developed Apex-Pal into the successful enterprise that it is today. Mr Foo is the recipient of a string of illustrious accolades and awards. He was presented with the prestigious ASEAN Youth Award 2004 for his contribution to youth and entrepreneurship. He was also accorded the Singapore Youth Award 2003 – the nation’s highest youth accolade - for his exceptional entrepreneurial achievements and notable service to the community. He has been recognized with the Rotary- ASME Entrepreneur of the Year 2002 by the Association of Small and Medium Enterprises (ASME) and the Rotary Club of Singapore, the Top Outstanding Young Person Award 2002 by the Junior Chamber of Singapore, and the Yazhou Zhoukan Chinese Entrepreneur Award 2002 (Merit Award) by Yazhou Zhoukan Limited. For his outstanding management action in the food and beverage industry, Mr Foo is presented the 6th International Management Action Award by the Chartered Management Institute, Singapore in 2007. Mr Foo holds a Bachelor’s Degree in Business Administration (Finance) from the Royal Melbourne Institute of Technology.

FOOLILIANExecutiveDirector

Foo Lilian was appointed as our Executive Director on 2 May 2002 and is responsible for the general management of our Company. Ms Foo is also handling the group leasing, business development aspect and all legal matters for our company. Ms Foo is also responsible for the consultancy, maintenance and R&D work for all IT-related matters of our Company. In 1997, Ms Foo joined the Central Provident Fund Board where she worked as a database administrator until February 2000. She subsequently joined Keppel TatLee Bank Limited in March 2000 as an assistant manager. Ms Foo left Keppel TatLee Bank Limited in December 2000 to join our Company in January 2001. Ms Foo holds a Graduate Diploma in Marketing from The Chartered Institute of Marketing in the United Kingdom, Bachelor’s Degree in Science (Information Systems & Computer Science) from the National University of Singapore and a Master’s Degree in Business Administration from Leicester University in the United Kingdom.

LIMCHEEYONGIndependentDirector

Lim Chee Yong was appointed as our Independent Director on 14 July 2003. From October 1982 to April 1987, Mr Lim served as a senior corporate banking officer in Overseas Union Bank Limited. In May 1987, he joined Banque Paribas, Singapore Branch as a deputy manager of banking, where he stayed until April 1989. He was appointed an executive director of Alliance Technology and Development Limited, a company listed on the Main Board of the SGX-ST, in May 1989. Mr Lim left Alliance Technology and Development Limited in March 2000. Mr Lim is also an independent director of Twinwood Engineering Limited, a company listed on the SGX-SESDAQ, since November 1997. Mr Lim holds a Bachelor’s Degree (Honours) in Banking, Insurance and Finance from the University of Wales, United Kingdom and is currently President & CEO of China Oceanis Group of Companies.

ANDYONGSIEWKWEEIndependentDirector

Andy Ong Siew Kwee was appointed as our Independent Director on 14 July 2003. Mr Ong is the CEO of ERC Holdings Pte Ltd. He oversees the regional development as well as the merger and acquisition activities of the firm. He is also the Founding President of the Financial Planning Association of Singapore, a professional body for financial planners. He has written several best selling books on financial management. As a sought after financial authority, he appears frequently on CNBC, Bloomberg and Channel News Asia to speak on financial management issues. Mr Ong is a Fellow of the American Academy of Financial Management and the International Professional Managers Association.

CHANWINGLEONGIndependentDirector

Chan Wing Leong was appointed as our Independent Director on 30 April 2005. Mr Chan holds an honours degree in Economics from the University of Singapore, started his career in the Administrative Service of the Singapore Government in 1981, and has held stints in several government posts in the Ministry for Trade and Industry and EDB, as well as in GLCs. Mr Chan was an investment banker in the late 1980s to 1995 at Schroders PLC and Bankers Trust Corp in both Singapore and Hong Kong. In 1995, he returned to Singapore to be Chief Financial Officer of Sembawang Corporation until 2001. In SembCorp, at various times, he held parallel positions as Chairman of the boards of Pacific Internet and Delifrance. Mr Chan also was Chairman and CEO of EasyCall Limited from 2001 to 2002, and was an independent director of Colorland Animation Ltd for 3 years until 2004. Currently, Mr Chan is a private equity investor and a director of NTUC Choice Homes Pte Ltd. He also volunteers at several community organisations.

Apex-Pal International registered another year of sterling growth – 28.4% on the back of a turnover of $66.6 million and a 41.2% increase in profit before tax from $4.7 million in FY2005 to $6.7 million in FY2006.

The Group added a total of 18 outlets – an average of 1.5 per month - in China, Malaysia, Philippines and Singapore to number almost 60 outlets across the region at the end of FY2006.

Operations Review


Operations Review


SakaeSushiSales for Sakae Sushi was bolstered by a mix of strategies and innovation that enabled it to stay ahead of its competition.

To tap on different day parts and to cater to changing lifestyles of consumers, Sakae Sushi launched a supper buffet at selected outlets and created a special breakfast menu featuring light, quick to go fare. It also launched with much success, its first 24 hour outlet at Changi Airport.

With the trend towards a healthier lifestyle, Sakae Sushi also started serving vegetarian Japanese food in some of its outlets to cater to vegetarians as well as health conscious customers, enlarging its customer base.

In ensuring that it remains relevant to today’s customers, Sakae Sushi launched its latest menu featuring new, mouth-watering dishes in September. Almost a fifth of Sakae Sushi outlets received a make-over to ensure that customers can dine in a comfortable, trendy and modern environment.

FY2006 also saw the development of Sakae Sushi’s own line of merchandise, ranging from plush toys, notebooks, pens to bedroom slippers, to capitalize on the popularity of the brand.

Sakae Sushi’s island-wide delivery services went live full scale in FY2006 to serve all time favourites from Sakae Sushi as well as a newly created range of innovative Japanese pizzas. By offering added convenience to customers to complement an increasingly fast paced lifestyle, Sakae is able to keep up with latest lifestyle trends and to tap on another growing market segment.

Sakae Sushi also continued to expand in overseas markets in FY2006.

It made its first foray into Beijing with its first outlet opening in Twins Tower in March 2006. Capitalising on its success, a second outlet followed quickly on its heels in September at Capitaretail. Apex-Pal acquired two other Japanese conveyor belt sushi outlets which will be renovated and converted to Sakae Sushi in FY2007.

Its second outlet in Malaysia opened at Subang Parade, a suburban mall in the Klang Valley in May 2006, while its second outlet in the Philippines opened at Mall of Asia in Manila.

In Thailand, new life was breathed into Sakae Sushi’s Chiangmai outlet, which received a refreshing new, modern look, coupled with the launch of its new menu.

Crepes&Cream Crepes & Cream, buoyed by its successful launch in the Philippines in FY2005, successfully opened another 3 outlets in FY2006.

Crepes and Cream at Mall of Asia 1, Mall of Asia 2 and Rockwell Centre were added in FY2006 to its existing portfolio of Fort Bonifacio and The Podium, bringing the total number of Crepes and Cream to 5 in Manila.

NewConcept:SakaeTeppanyakiDecember 2006 witnessed the inaugural opening of the Group’s latest concept, Sakae Teppanyaki at

Century Square. The concept, which centres around a niche form of Japanese cooking using the Teppanyaki, which is Japanese for iron griddle, treats customers to a visual and aromatic feast as

they watch the Teppanyaki chefs whip up their meal before their eyes. Sakae Teppanyaki also emphasizes freshness, serving live lobsters, live oysters that are shucked and cooked only upon request.

KohYenKhoonExecutive Vice President

Ms Koh Yen Khoon has been our Executive Vice President since May 1998. Her duties include overseeing local and overseas operations, and setting strategic development plans. Prior to joining the Group, Ms Koh was an auditor with Deloitte & Touche since May 1995. Ms Koh holds a Bachelor of Accountancy degree from the Nanyang Technological University.

GladysLimChengLengVice President – Nouvelle Events

Ms Gladys Lim joined the Group in May 1999 and has been our Vice President (Nouvelle Events) since June 2002. She is responsible for the management of the operations and business of our catering arm, Nouvelle Events. Ms Lim graduated from the CBS (Accounting) course from the Singapore Institute of Technical Education.

PhyllisPhuaLeeBoonVice President – Group Finance & Administration

Ms Phyllis Phua is responsible for the Group’s accounting, finance, tax and administration functions. Prior to joining the Group in January 2003, Ms Phua was an auditor with Deloitte & Touche since August 1998. She holds a Bachelor of Accountancy degree from the Nanyang Technological University and is a Certified Public Accountant in Singapore.

MayFooBeeKeeVice President – Group Human Resource & Development

Prior to joining the Group in January 2002, Ms May Foo’s experience in human resource was developed through her employment with Gain City Best-Electric Pte Ltd, Powermatic Data Systems Limited and Overseas Union Bank Limited in their respective human resource and training departments. In her current capacity, Ms Foo is responsible for managing human resource and training activities, developing and administering policies and all other matters in connection with human resources and development in the Group. Ms Foo holds a Diploma in Quality Engineering from Temasek Polytechnic and a Graduate Diploma in Personnel Management from the Singapore Institute of Management. In addition, she has obtained an Advanced Food Hygiene Certification from Ngee Ann Polytechnic and is a certified behavioural analysis consultant by The Institute of Motivational Living from New Castle, Pennsylvania (USA).

Key Management


CarenPoonCh’unGeneral Manager - Malaysia

Ms Caren Poon started her career in August 2000 with International Enterprise Singapore, assisting companies internationalize. Ms Poon joined the Group in February 2005 and is currently in charge of the Group’s operations in Malaysia. She holds a Bachelor’s degree in Economics & European Studies from National University of Singapore.

YeQingyingGeneral Manager - Beijing

Ms Ye Qingying joined the Group in September 2004 and is currently the General Manager in charge of the Group’s operations in Beijing. Prior to joining the Group, Ms Ye was with Yantai Dongfang Electronics Information Industry Co., Ltd. She holds a Master’s Degree in Business Administration from Tsinghua University.

LynnTeoJianwenGeneral Manager - USA

Ms Lynn Teo joined the Group in December 2006 and is in charge of the Group’s operations in USA. She was previously an Art Director and has worked on several corporate accounts including 85 Broads, Panasonic and IBM. She holds a Bachelor of Fine Arts in Advertising from the School of Visual Arts.

ChewAiYihActing General Manager - Shanghai

Ms Chew Ai Yih is currently responsible for the Group’s operations in Shanghai. She has more than 10 years of relevant experience in the F&B industry prior to joining the Group in 2005. She holds a Bachelor of Business Administration degree from the National University of Singapore.

SogaYoshikoGeneral Manager - Hong Kong

Ms Soga Yoshiko joined the Group in September 2004 as Assistant Vice President of Marketing cum Product Development. She is now currently heading the Group’s operations in Hong Kong. She holds a Bachelor of Arts in Food and Nutritional Science from the University of Shizuoka.

Corporate Structure

Sho-U Nouvelle Events

Crepes & Cream

SakaeTeppanyaki

Apex-PalMalaysia Sdn

Bhd

Sakae Sushi(HongKong)

Ltd

InnotechConsulting

ShanghaiApex-Pal Co.,

Ltd

Apex-PalInternational(Beijing) Ltd


Sakae Sushi

PT. Apex PalInternational

Uma UmaMen

Apex-PalInvestment

Pte. Ltd.

HibikiJapanese

Restaurant

Apex-Pal F&B (Beijing)

Ltd

Apex-Pal ShanghaiCo., Ltd

Apex-Pal (USA) Inc.

GivingtotheCommunity

YearlyChineseNewYearVisit&ReunionDinner

In an effort to spread the festive atmosphere and the celebration of the Lunar New Year to the less fortunate and needy, volunteers from the Group, comprising staff from all departments, visited the elderly tenants of rental apartments in Radin Mas areas which include Redhill Close, Telok Blangah Crescent, Telok Blangah Rise and Henderson Road on a yearly basis. The majority of these elderly tenants are single, over 60 years of age, unemployable, failing in health and do not have any relatives or kins to depend on for care or support.

The Group donated a host of necessities such as toiletries, towels and medicated oil in a bid to help ease their daily discomforts. Hopefully, our efforts made a difference in the lives of these less fortunate in the festive period.

Social and Recreation Activities


Apex-PalAnnualDinner&Dance

Apex-Pal Annual Dinner & Dance is held on a yearly basis for all Apex-Pal associates where all employees let their hair down for an enjoyable dinner together, like a big family.

YearlyExcursionforStudentsofMINDS

Apex-Pal orgainses yealy excursion outing to educationally sub-normal (ESN) students of ages 14 to 18 and teachers from various MINDS school.

The students and teachers will learn the art of sushi-making from our experienced Chef. With the help of our staff who volunteered their assistance, the students thoroughly enjoyed their learning experience while our volunteers in turn learnt the art of patience and effective communication. We hope that this initiative has helped to open doors to possible career opportunities for these students.

Apex-PalOverseasTrip

A 1-day overseas trip to Malaysia was specially organized for our Apex-Pal’s associates and their family members.

It was an enjoyable day filled with educational tours to fruit & herbs farm as well as temple visits. Sumptuous seafood lunch and a 8-course Chinese dinner were provided and of course not be missed out : Shopping @ the newly opened JUSTCO Shopping mall.

Through these outings, we hope to forge closer ties between the company, our fellow colleagues and their loved ones.

HumanResource&ColleaguesYearlyGet-TogetherSessions

Human Resource Department will organise yearly Get-Together Sessions with our fellow colleagues to share about the latest Human Resource policies as well as new staff welfare benefits.

It is also a feedback session where employee share their experiences with our HR colleagues and provide suggestions on creating a better working environment.

Apex-PalSoccerTeam

As part of the health promotion effort, our fellow colleagues have come together and form our very own Apex-Pal’s soccer team.


HumanResourceDevelopment

WorkforceSkillsQualification–Food&Beverage

Apex-Pal International Ltd has officially been certified as a Workforce Skills Qualification (WSQ) Training Centre by Workforce Development Agency (WDA) since 2006

With the F&B WSQ in place, employers in the F&B industry will be able to recruit employees with a national certificate that is recognised by all. This will be helpful for employers as the employees with this skills-based qualifications, are people who have been assessed to be competent in a particular skill. This way, employers are able to save time by not retraining the new employees what they already know or are competent in. It is a win-win outcome for all parties as productivity and profitability of a business often depends on the qualities and skills of its employees.

DiplomaGraduates-Tourism&HospitalityManagement

We have a total of 16 employees who went for the Diploma in Tourism & Hospitality Management fully sponsored by our Company.

This Diploma is designed to prepare individual seeking the exciting and rapidly growing tourism and hospitality industry. The objective of this Diploma is to provide them with a high level of interpersonal skills, range of identification and analytical problem skills and strategies practical to the industry.As part of the Company’s lifelong learning commitment, we are proud to be able to provide continuous opportunities for our fellow colleagues for their personal development and upgrading.

ExcellentServiceAward

We have a total of 210 Excellent Service Award recipients for year 2006: - 46 Star Winners, 67 Gold Winners (Executive & Non-Executive), 97 Silver Winners. Going the Extra Miles (GEM) for our guests and fellow colleagues.

Apex-PalTeamBuildingProgramme

Team building programme were organised for all Management and Restaurant Managers as well as for office colleagues in year 2006. The objectives for the teambuilding programme are to foster better relationships and communication among colleagues as well as to share the company’s objectives for the upcoming year ahead.

Social and Recreation Activities

Taking A Leap Forward

USA

CHINA

HONGKONG

PHILIPPINESTHAILAND

SINGAPORE

INDONESIA

MALAYSIA


RESULTS 2002 2003 2004 2005 2006 S$’000 S$’000 S$’000 S$’000 S$’000

Revenue 23,481 36,645 45,161 51,905 66,645Profitbeforetax 3,305 2,679 2,796 4,743 6,697Profitattributableto shareholders 2,570 2,049 2,085 3,684 5,081

Non-current assets 4,662 4,169 4,833 4,627 12,433Net current assets 2,409 5,553 6,230 9,238 8,503Non-current liabilities 1,600 298 301 289 421Shareholder’s equity 5,471 9,424 10,762 13,576 20,515Net tangible assets per share (cents) 6.03 8.82 10.09 12.74 14.45Earnings per share (cents) 2.86 2.14 1.96 3.46 3.74

Financial Highlights


50000

40000

30000

20000

10000

0 2002 2003 2004 2005 2006Year

Revenue(S$ MILLION)

Profit before tax(S$ MILLION)

2002 2003 2004 2005 2006Year

15

12

9

6

3

0

Net Tangible Assets Per Share (CENTS)

2002 2003 2004 2005 2006Year

2.5

2.0

1.5

1.0

0.5

0 2002 2003 2004 2005 2006Year

Earnings Per Share(CENTS)

23,481

36,645

45,16151,905

66,64560000

70000

80000

5000

4000

3000

2000

1000

0

6000

7000

8000

3,3052,679 2,796

4,743

6,697

6.03

8.8210.09

12.74

14.45

3.0

3.5

4.0

2.86

2.141.96

3.463.74

BoardofDirectorsDouglas Foo Peow Yong Chief Executive OfficerFoo Lilian Executive Director / Executive Vice PresidentAndy Ong Siew Kwee Independent DirectorLim Chee Yong Independent DirectorChan Wing Leong Independent Director

AuditCommitteeLim Chee Yong ChairmanChan Wing LeongAndy Ong Siew Kwee

NominatingCommitteeLim Chee Yong ChairmanChan Wing LeongDouglas Foo Peow Yong

RemunerationCommitteeChan Wing Leong ChairmanLim Chee YongDouglas Foo Peow Yong

CompanySecretariesPhyllis Phua Lee Boon CPA, SingaporeLim Chee Ying LLB, Hons, ACIS

RegisteredOffice10 Collyer Quay,#13-01/05 Ocean BuildingSingapore 049315Company Registration No. 199604816ETel: (65) 6438 6629Fax: (65) 6438 6639

ShareRegistrarLim Associates (Pte) Ltd3 Church Street#08-01 Samsung HubSingapore 049483

Corporate Information


AuditorsDeloitte & ToucheCertified Public Accountants6 Shenton Way, #32-00DBS Building Tower TwoSingapore 068809Partner-in-charge: Aric Loh Siang KheeDate of appointment: 19 March 2003

PrincipalBankers• Citibank, N.A.• Standard Chartered Bank• The Hongkong and Shanghai Banking Corporation Limited

FINANCIAL CONTENTSCorporate Governance Report • 18

Report of the Directors • 27

Independent Auditors’ Report • 30

Balance Sheets • 31

Consolidated Profit and Loss Statement • 32

Statements of Changes in Equity • 33

Consolidated Cash Flow Statement • 34

Notes to the Financial Statement • 35

Statement of Directors • 57

Statistics of Shareholdings • 58

Shareholders’ Information • 59

Notice of Annual General Meeting • 60

Proxy Form


Apex-Pal International Ltd. (the “Company”) and together with its subsidiaries, (the “Group”) continuously committed to maintaining a high standard of corporate governance and has put in place self-regulatory corporate practices to protect the interests of its shareholders and enhance long-term shareholder value.

The Board of Directors (the “Board”) is pleased to report compliance of the Company with the benchmark set by the Code of Corporate Governance 2005 (the “Code”), except where otherwise stated.

BOARD MATTERS

Principle 1: Board’s Conduct of Affairs

Apart from its statutory duties and responsibilities, the Board oversees the management and affairs of the Group. It focuses on strategies and policies, with particular attention paid to growth and financial performance. It delegates the formulation of business policies and day-to-day management to the Executive Directors.

The principal functions of the Board are:

(a) to approve the Group’s key business strategies and financial objectives;

(b) to approve major investments and divestments, and funding proposals;

(c) to oversee the processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance; and

(d) to assume responsibility for corporate governance.

The Board discharges its responsibilities either directly or indirectly through Board Committees such as Nominating Committee, Remuneration Committee and Audit Committee. These committees function within clearly defined terms and references and operating procedures, which are reviewed on a regular basis. The effectiveness of each committee is also constantly reviewed by the Board.

Every Executive Director receives appropriate training to develop individual skills in order to discharge his or her duties. The Group also provides extensive information about its history, mission and values to the Directors.

The Board holds at least two scheduled meetings each year to review and deliberate on the key activities and business strategies of the Group, including reviewing and approving acquisitions, financial performance, and to endorse the release of the interim and annual financial results. Where necessary, additional meetings may be held to address significant transactions or issues. The Company’s Articles of Association permit a Board meeting to be conducted by way of tele-conference and video-conference.

Corporate Governance Report


The number of Board and Board Committee Meetings held in FY2006 and the attendance of each member of the Board is as follows:-

Board Audit Committee

Name of DirectorNo. of Meetings

HeldNo. of Meetings

AttendedNo. of Meetings

HeldNo. of Meetings

AttendedDouglas Foo Peow Yong 2 2 - -

Foo Lilian 2 2 - -

Lim Chee Yong 2 2 3 3

Andy Ong Siew Kwee 2 2 3 3

Chan Wing Leong 2 2 3 3

Remuneration Committee Nominating Committee

Name of DirectorNo. of Meetings

HeldNo. of Meetings

AttendedNo. of Meetings

HeldNo. of Meetings

AttendedDouglas Foo Peow Yong 2 2 1 1

Foo Lilian - - - -

Lim Chee Yong 2 2 1 1

Andy Ong Siew Kwee - - - -

Chan Wing Leong 2 2 1 1

During the financial year, the directors received briefings on regulatory changes to the Listing Manual of the SGX-ST and changes to the Accounting Standards. The directors also received updates on the business of the Group through regular presentations and meetings

Principle 2: Board Composition and Guidance

The Board comprises:

Executive Directors:

Douglas Foo Peow Yong (Executive Director and CEO)Foo Lilian (Executive Director)

Non-Executive Directors:

Andy Ong Siew Kwee (Non-executive and Independent Director)Lim Chee Yong (Non-executive and Independent Director)Chan Wing Leong (Non-executive and Independent Director)

The Directors appointed are qualified professionals who possess a diverse range of expertise to provide a balanced view within the Board. Key information regarding the Directors’ academic and professional qualifications and other appointments is set out on page 7 of the Annual Report.

The independence of each Director is reviewed by the Nominating Committee. The Nominating Committee adopts the definition of what constitutes an Independent Director from the Code.

The Board has examined its size and is of the view that it is an appropriate size for effective decision-making, taking into account the scope and nature of the operations of the Company. The composition of the Board will be reviewed on an annual basis by Nominating Committee to ensure that the Board has the appropriate mix of expertise and experience.

Corporate Governance Report (cont’d)


Principle 3: Role of Chairman and Chief Executive Officer

It is the view of the Board that it is in the best interests of the Group to adopt a single leadership structure, i.e. where the CEO and the Chairman of the Board is the same person, so as to ensure that the decision-making process of the Group would not be unnecessarily hindered.

The Board is of the view that there are sufficient safeguards and checks to ensure that the process of decision making by the Board is independent and based on collective decisions without any individual exercising any considerable concentration of power or influence. Further, all the Board committees are chaired by Independent Directors of the Company.

The Group’s Chairman and CEO is Mr Douglas Foo Peow Yong, who is responsible for the day-to-day operations of the Group, as well as monitoring the quality, quantity and timeliness of information flow between the Board and the management. Mr Foo is the founder of the Group and has played a key role in developing the Group’s business. Through the Group’s successful development in these few years, Mr Foo has demonstrated his vision, strong leadership and enthusiasm in this business.

Mr Andy Ong Siew Kwee will be appointed as the lead independent director of the Company, who is being made available to shareholders where they have concerns when contact through the normal channels of the Chairman or CEO has failed to resolve or for which such contact is inappropriate.

Principle 6: Access to Information

To assist the Board in fulfilling its responsibilities, the Board is provided with management reports containing complete, adequate and timely information, and papers containing relevant background or explanatory information required to support the decision-making process. The Board is also provided with updates on the relevant new laws, regulations and changing commercial risks in the Company’s operating environment. Orientation to the Company’s business strategies and operations is conducted as and when required.

All Directors have separate and independent access to senior management and to the Company Secretaries. At least one of the Joint Company Secretaries attends all Board meetings and prepare minutes of meetings, and assist the Chairman in ensuring that Board procedures are followed and reviewed so that the Board functions effectively, and the Company’s Articles of Association and relevant rules and regulations, including requirements of the Companies Act and the Listing Manual of Singapore Exchange Securities Trading Limited (SGX-ST), are complied with.

In the event that the Directors, whether as a group or individually, require independent professional advice in the furtherance of their duties, the cost of such professional advice will be borne by the Company.

BOARD COMMITTEE

Nominating Committee (“NC”)

Principle 4: Board Membership

The NC comprises Mr Lim Chee Yong as Chairman, Mr Chan Wing Leong and Mr Douglas Foo Peow Yong as members. The majority of whom, including the Chairman of the NC, are independent non-executive directors. The Chairman of the NC is not associated in any way with any substantial shareholders of the Company.



The Board has approved written terms of reference of the NC. The NC is responsible for:-

(a) reviewing and making recommendations to the Board on all candidates nominated for appointment to the Board;

(b) reviewing all candidates nominated for appointment as senior management staff;

(c) reviewing and recommending to the Board on an annual basis, the Board structure, size and composition, taking into account the balance between Executive and Non-Executive, Independent and Non-Independent Directors and having regard at all times to the principles of corporate governance and the Code;

(d) procuring that at least one-third of the Board shall comprise Independent Directors;

(e) making recommendations to the Board on the continuation of the services of any Director who has reached the age of 70;

(f) identifying and making recommendations to the Board as to which Directors are to retire by rotation and to be put forward for re-election at each Annual General Meeting (“AGM”) of the Company, having regard to the Directors’ contribution and performance, including Independent Directors;

(g) determining whether a Director is independent (taking into account the circumstances set out in the Code and other salient factors); and

(h) proposing a set of objective performance criteria to the Board for approval and implementation, to evaluate the effectiveness of the Board as a whole and the contribution of each Director to the effectiveness of the Board.

All Directors are subject to the provisions of the Company’s Articles of Association whereby one-third of the Directors are required to retire and subject themselves to re-election by shareholders at every AGM.

A newly-appointed Director will have to submit himself for re-election at the AGM immediately following his appointment and, thereafter, be subjected to the one-third-rotation rule.

The NC recommended to the Board that Mr Douglas Foo Peow Yong and Ms Foo Lilian be nominated for re-appointment at the forthcoming AGM.

In making the recommendation, the NC had considered the Directors’ overall contribution and performance.

When a vacancy arises under any circumstances, or where it is considered that the Board would benefit from the services of a new director with particular skills, the NC, in consultation with the Board, determines the selection criteria and identifies candidates with the appropriate expertise and experience for the position. The NC then nominates the most suitable candidate to be appointed to the Board. Under the Company’s Articles of Association, any director appointed by the Board shall hold office only until the conclusion of the next Annual General Meeting and shall then be eligible for re-election at that meeting.

Principle 5: Board Performance

On an annual basis, the NC in consultation with the Chairman of the Board, will review and evaluate the performance of the Board as a whole, taking into consideration the attendance record at the meetings of the Board and Board Committees and also the contribution of each director to the effectiveness of the Board.



The NC conducted an assessment of the functions and effectiveness of the Board as a whole and the contribution of each director to the effectiveness of the Board in financial year 2006. The assessment report was reviewed by the Board and the recommendations duly noted. The assessment concentrated on a number of factors, including achieving financial targets, performance of the Board, performance of individual director’s vis-à-vis attendance and contributions during board meetings.

Remuneration Committee (“RC”)

Principle 7: Procedures for Developing Remuneration Policies

The RC comprises Mr Chan Wing Leong as Chairman and Mr Lim Chee Yong and Mr Douglas Foo Peow Yong as members. The majority of whom, including the Chairman of the RC, are independent and non-executive directors.

The Board has approved written terms of reference of the RC. The RC is responsible for:-

(a) recommending to the Board a framework of remuneration for the Board and the key executives of the Group covering all aspects of remuneration such as Director’s fees, salaries, allowances, bonuses, options and benefits-in-kind;

(b) proposing to the Board, appropriate and meaningful measures for assessing the performance of the Executive Directors;

(c) determining the specific remuneration package for each Executive Director;

(d) considering the eligibility of Directors for benefits under long-term incentive schemes; and

(e) considering and recommending to the Board the disclosure of details of the Company’s remuneration policy, level and mix of remuneration and procedure for setting remuneration and details of the specific remuneration packages of the Directors and key executives of the Company to those required by law or by the Code.

In carrying out the above responsibilities, the RC may obtain independent external legal and other professional advice as it deems necessary. The expenses of such advice shall be borne by the Company.

The RC’s recommendations are made in consultation with the Chairman of the Board and submitted to the entire Board for endorsement. The payment of fees to non-executive directors is subject to approval at the annual general meeting of the Company. The Directors are not involved on deciding their own remuneration. The members of the RC do not participate in any decisions concerning their own remuneration.



Principle 8: Level and Mix of Remuneration

The Company sets remuneration packages to ensure that it is competitive and sufficient to attract, retain and motivate Directors and senior management of the required experience and expertise to run the Company successfully. The following tables show a breakdown of the remuneration of Directors and five key executives for 2006.

Remuneration band & name of director Salary BonusDirectors’

FeesIncentive and other benefits Total

% % % % %$500,000 and aboveDouglas Foo Peow Yong 53 45 - 2 100

$250,000 to below $500,000Foo Lilian 55 42 - 3 100

Below $250,000Lim Chee Yong - - 100 - 100Andy Ong Siew Kwee - - 100 - 100Chan Wing Leong - - 100 - 100

Remuneration band & name of key executive Salary Bonus

Incentive and other benefits Total

% % % %$500,000 and aboveNil - - - -

$250,000 to below $500,000Koh Yen Khoon 65 32 3 100

Below $250,000Lim Cheng Leng, Gladys 59 7 34 100Phua Lee Boon, Phyllis 62 30 8 100Foo Bee Kee, May 76 12 12 100Poon Ch’un, Caren 63 9 28 100

One of the employees, whose remuneration exceeds $150,000 during the year, is an immediate family member of Mr Douglas Foo Peow Yong, CEO.

The remuneration of the Non-Executive and Independent Directors is in the form of a fixed fee. The remuneration of the Directors will be subject to approval at the AGM.

The Company had renewed the service agreements with the two Executive Directors namely Mr Douglas Foo Peow Yong and Ms Foo Lilian respectively on 16 July 2006 for another year. The service agreements cover the terms of employment, specifically salaries and bonuses.



The Company has a share option scheme known as Apex-Pal Employee Share Option Scheme (the “ESOS”) which was approved by shareholders of the Company. The ESOS complies with the relevant rules as set out in Chapter 8 of the Listing Manual. The ESOS will provide eligible participants with an opportunity to participate in the equity of the Company and to motivate them towards better performance through increased dedication and loyalty. The ESOS is administered by the RC. No options were granted under the ESOS during the financial year ended 31 December 2006.

Audit Committee (“AC”)

Principle 11: Audit Committee

The AC comprises Mr Lim Chee Yong, Mr Chan Wing Leong and Mr Andy Ong Siew Kwee. The Chairman of the AC is Mr Lim Chee Yong. All of the AC including the Chairman of the AC, are independent and non-executive directors.

The Board has approved the written terms of reference of the AC. Its functions are as follows:-

(a) review and evaluate financial and operating results and accounting policies;

(b) review audit plan of external auditors, their evaluation of the system of internal accounting controls and their audit report;

(c) review the Group’s financial results and the announcements before submission to the Board for approval;

(d) review the assistance given by the management to external auditors;

(e) consider the appointment/ re-appointment of external auditors;

(f) review interested person transactions; and

(g) other functions as required by law or the Code.

The AC meets regularly and also holds informal meetings and discussions with the management from time to time, The AC has full discretion to invite any Director or executive officer to attend its meetings.

The AC has been given full access to and obtained the co-operation from the management of the Company. The AC has reasonable resources to enable it to discharge its functions properly.

The AC has met with the external auditors without the presence of the management to review matters that might be raised privately. The AC also met with the external auditors to discuss the results of their examinations and their evaluations of the systems of internal accounting controls.

The AC has reviewed the volume of non-audit services to the Group by the external auditors, and being satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors, is pleased to recommend their re-appointment.

The AC is in the process of establishing a whistle blowing policy to enable persons employed by the Group a channel to report any suspicions of non-compliance with regulations, policies and fraud, etc, to the appropriate authority for resolution, without any prejudicial implications for these employees. The AC will be vested with the power and authority to receive, investigate and enforce appropriate action when any such non-compliance matter is brought to its attention.



Principle 12 and 13: Internal Controls and Internal Audit

The Board is cognizant of its responsibility for maintaining a sound system of internal controls to safeguard the shareholders’ investments and the Group’s assets and business. The Company’s external auditors, Deloitte & Touche, will carry out, in the course of their statutory audit, a review of the effectiveness of the Company’s material internal controls, annually to the extent of their scope as laid out in their audit plan. Material non-compliance and internal control weaknesses noted during their audit, and the auditors’ recommendations, are reported to the AC members.

For FY2006, the Board is of the view that based on the reports from the auditors, the system of internal controls that has been maintained by the Company’s management throughout the financial year is adequate to meet the needs of the Company.

KPMG has been appointed in January 2005 as the Company’s internal auditors for the purposes of reviewing the effectiveness of the Company’s material internal controls. The AC has reviewed the internal audit programme, the scope and results of internal audit procedures and is satisfied that the internal audit function is adequately resourced and has appropriate standing within the Company.

COMMUNICATION WITH SHAREHOLDERS

Principle 10: Accountability

The board is accountable to the shareholders and is mindful of its obligations to furnish timely information and to ensure full disclosure of material information to shareholders in compliance with statutory requirements and the Listing Manual.

The Board provides the shareholders with a detailed and balanced explanation and analysis of the Group’s performance, position and prospects on a half-yearly basis.

The management provides the Board with appropriately detailed management accounts of the Group’s performance, position and prospects on a half-yearly basis.

Principles 14 and 15: Communications with Shareholders

The Company does not practise selective disclosure. Information on any new initiatives is disseminated via SGXNET, news releases and the Company’s website. Price-sensitive information is publicly released on an immediate basis where required under the Listing Manual. Where an immediate announcement is not possible, the announcement is made as soon as possible to ensure that shareholders and the public have a fair access to the information.

The AGM of the Company is a principal forum for dialogue and interaction with all shareholders. All shareholders will receive the Annual Report and the notice of AGM. At the AGM, shareholders will be given the opportunity to voice their views and to direct questions regarding the Group to the Directors including the chairpersons of each of the Board committees. The external auditors are also present to assist the Directors in addressing any relevant queries from the shareholders.

The Company ensures that there are separate resolutions at general meetings on each distinct issue.

The Company’s Articles of Association allow a member of the Company to appoint one or two proxies to attend and vote at general meetings.



RISK MANAGEMENT(Listing Manual Rule 1207(4)(b)(iv))

The Company does not have a Risk Management Committee. However, the management regularly reviews the Company’s business and operational activities to identify areas of significant business risks as well as appropriate measures to control and mitigate these risks. The management reviews all significant control policies and procedures and highlights all significant matters to the Directors and the AC.

SECURITIES TRANSACTIONS(Listing Manual Rule 1207(18))

The Company will put in place an internal code on dealings in securities with respect to dealings in securities by Directors and officers of the Group. Directors, management and officers of the Group who have access to price-sensitive, financial or confidential information are not permitted to deal in the Company’s shares during the periods commencing one month before the announcement of the Group’s annual or half-yearly results and ending on the date of announcement of such results, or when they are in possession of unpublished price-sensitive information on the Group. To provide further guidance to employees on dealing in the Company’s shares, the Company has adopted a code of conduct on transactions in the Company’s shares.

MATERIAL CONTRACTS(Listing Manual Rule 1207(8))

Save for the service agreements between the Executive Directors and the Company, there were no material contracts of the Company or its subsidiaries involving the interest of any Director or controlling shareholders subsisting as at the financial year ended 31 December 2006.

INTERESTED PARTY TRANSACTIONS(Listing Manual Rule 907)

The Company has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the AC and that the transactions are on an arm’s length basis.

The Company confirms that the aggregate value of all interested person transactions during the financial year under review is less than S$100,000.



Report of the DirectorsThe directors present their report together with the audited consolidated financial statements of the group and balance sheet and statement of changes in equity of the company for the financial year ended December 31, 2006.

1 DIRECTORS

The directors of the company in office at the date of this report are:

Douglas Foo Peow Yong Foo Lilian Andy Ong Siew Kwee Lim Chee Yong Chan Wing Leong

2 ARRANGEMENTSTOENABLEDIRECTORSTOACQUIREBENEFITSBYMEANSOFTHEACQUISITIONOFSHARESANDDEBENTURES

Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose object is to enable the directors of the company to acquire benefits by means of the acquisition of shares or debentures in the company or any other body corporate.

3 DIRECTORS’INTERESTSINSHARESANDDEBENTURES

The directors of the company holding office at the end of the financial year had no interests in the share capital and debentures of the company and related corporations as recorded in the register of directors’ shareholdings kept by the company under Section 164 of the Singapore Companies Act except as follows:

Nameofdirectorsandcompany Shareholdingsregistered inwhichinterestsareheld inthenameofdirector At At At January1, December31, January21, InterestinApex-PalInternationalLtd.(Ordinaryshares) 2006 2006 2007 Douglas Foo Peow Yong 88,799,640# 88,799,640 88,799,640 Andy Ong Siew Kwee 266,400# 470,400 470,400

# Adjusted for the bonus share issue during the financial year on the basis of 1 bonus share to be credited as fully paid for every 5 existing shares.

By virtue of section 7 of the Singapore Companies Act, Douglas Foo Peow Yong is deemed to have an interest in the company and all the related corporations of the company.


Report of the Directors (cont’d)

4 DIRECTORS’RECEIPTANDENTITLEMENTTOCONTRACTUALBENEFITS

Since the beginning of the financial year, no director of the company has received or become entitled to receive a benefit which is required to be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made by the company or a related corporation with the director or with a firm of which he is a member, or with a company in which he has a substantial financial interest except as disclosed in the financial statements.

5 SHAREOPTIONS

a) The Apex-Pal Employees’ Share Option Scheme (“the ESOS”) was approved by the shareholders of the company at an Extraordinary General Meeting held on July 14, 2003.

The committee administering the Scheme comprises:

Chan Wing Leong (Chairman) Lim Chee Yong Douglas Foo Peow Yong

Under the Share Option Scheme, an option entitles the option holder to subscribe for a specific number of new ordinary shares in the company comprised in the option at the subscription price per share determined with reference to the market price of the shares at the time of grant of the option. The Share Option Committee may at its discretion, fix the subscription price at a discount up to 20% off market price. Options granted with the subscription price set at the market price shall only be exercised after the first anniversary of the date of grant of that option. Options granted with the market price set at a discount to the market price shall only be exercised after the second anniversary. The shares under option may be exercised in whole or in part on the payment of the relevant subscription price. Options granted under the ESOS will have a life span of ten years.

There were no unissued shares of the company under options granted pursuant to the Share Option Scheme.

b) During the financial year, no options to take up unissued shares of the company or its subsidiaries was granted and there were no shares of the company or its subsidiaries issued by virtue of the exercise of an option to take up unissued shares.

c) At the end of the financial year, there were no unissued shares of the company or its subsidiaries under option.

6 AUDITCOMMITTEE

The Audit Committee of the company is chaired by Mr Lim Chee Yong, a non-executive director, and includes Mr Andy Ong Siew Kwee, a non-executive director and Mr Chan Wing Leong, a non-executive director. The Audit Committee has met three times since the last Annual General Meeting (“AGM”) and has reviewed the following, where relevant, with the executive directors and the external and internal auditors of the company:

a) the audit plans and results of the external and internal auditors’ examination and evaluation of the group’s systems of internal accounting controls;

b) the group’s financial and operating results and accounting policies;

c) the financial statements of the company and the consolidated financial statements of the group before their submission to the directors of the company and the external auditors’ report on those financial statements;


6 AUDITCOMMITTEE(CONT’D)

d) the half-yearly and annual announcements as well as the related press releases on the results and financial position of the company and the group;

e) the co-operation and assistance given by the management to the group’s external auditors; and

f) the re-appointment of the external auditors of the group.

The Audit Committee has full access to and co-operation of the management and has been given the resources required for it to discharge its function properly. It also has full discretion to invite any director and executive officer to attend its meetings. The external and internal auditors have unrestricted access to the Audit Committee.

The Audit Committee has recommended to the directors the nomination of Deloitte & Touche for re-appointment as external auditors of the group at the forthcoming AGM.

7 AUDITORS

The auditors, Deloitte & Touche, have expressed their willingness to accept re-appointment.

ONBEHALFOFTHEDIRECTORS

DouglasFooPeowYong

FooLilian

March 12, 2007

Report of the Directors (cont’d)


Independent Auditors’ ReportINDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF APEX-PAL INTERNATIONAL LTD.

We have audited the financial statements of Apex-Pal International Ltd. (the “company”) and its subsidiaries (the “group”) which comprise the balance sheets of the group and the company as at set December 31, 2006, the profit and loss statement, statement of changes in equity and cash flow statement of the group and the statement of changes in equity of the company for the year then ended, and a summary of significant accounting polices and other explanatory notes, as set out on pages 31 to 56.

Directors’Responsibility

The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with Singapore Financial Reporting Standards and the Singapore Companies Act, Cap. 50 (the “Act”). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

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 whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosure 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 and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing and 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 directors, 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:

a) the consolidated financial statements of the group and the balance sheet and statement of changes in equity 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 state of affairs of the group and company as at December 31, 2006 and of the results, changes in equity and cash flows of the group and the changes in equity of the company for the financial year ended on that date; and

b) the accounting and other records required by the Act to be kept by the company and by the subsidiary incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

DELOITTE & TOUCHECertified Public Accountants

AricLohSiangKheePartnerAppointed on March 19, 2003

SingaporeMarch 12, 2007


Balance Sheets31 DECEMBER 2006

Group Company Note 2006 2005 2006 2005 $’000 $’000 $’000 $’000

ASSETSCurrentassetsCash and bank balances 6 10,148 10,681 8,634 9,578Trade receivables 7 1,187 786 1,156 778Other receivables and prepayments 8 4,234 3,150 3,301 2,620Inventories 798 569 748 547

Total current assets 16,367 15,186 13,839 13,523

Non-currentassetsSubsidiaries 9 - - 184 184Due from subsidiaries 9 - - 3,253 2,139Property, plant and equipment 10 12,433 4,623 11,053 3,921Intangible asset 11 - 4 - 4

Total non-current assets 12,433 4,627 14,490 6,248

Totalassets 28,800 19,813 28,329 19,771

LIABILITIESANDSHAREHOLDERS’EQUITYCurrentliabilitiesTrade payables 3,591 2,877 3,142 2,509Accruals 2,861 2,002 2,386 1,910Due to subsidiaries - - 32 6Current portion of finance leases 12 8 - - - Income tax payable 1,404 1,069 1,400 1,063

Total current liabilities 7,864 5,948 6,960 5,488

Non-currentliabilitiesDeferred taxation 13 411 289 400 280Finance lease 12 10 - - - Total non-current liabilities 421 289 400 280

CapitalandreservesIssued capital 14 10,736 4,260 10,736 4,260Share premium - 2,876 - 2,876Currency translation reserve (44) (45) - - Accumulated profits 9,823 6,485 10,233 6,867

Total equity 20,515 13,576 20,969 14,003

Totalliabilitiesandequity 28,800 19,813 28,329 19,771

See accompanying notes to the financial statements.


Consolidated Profit and Loss Statement YEAR ENDED 31 DECEMBER 2006

Group Note 2006 2005 $’000 $’000

Revenue 15 66,645 51,905

Cost of sales (17,955) (14,589)

Grossprofit 48,690 37,316

Other operating income 16 363 166

Administrative expenses (27,272) (20,597)

Other operating expenses (15,083) (12,139)

Finance cost (1) (3)

Profitbeforeincometax 17 6,697 4,743

Income tax expense 18 (1,616) (1,059)

Profitafterincometax 5,081 3,684

Basic earnings per share (cents) 19 3.74 2.88

See accompanying notes to the financial statements.


Statements of Changes in EquityYEAR ENDED 31 DECEMBER 2006

Currency Issued Share translation Accumulated capital premium reserve profits Total $’000 $’000 $’000 $’000 $’000

Group

BalanceatJanuary1,2005 4,260 2,876 (27) 3,653 10,762

Currency translation differences - - (18) - (18)Net profit for the year - - - 3,684 3,684Dividend paid (Note 20) - - - (852) (852)

BalanceatDecember31,2005 4,260 2,876 (45) 6,485 13,576

Currency translation differences - - 1 - 1Net profit for the year - - - 5,081 5,081Dividend paid (Note 20) - - - (1,743) (1,743)Issue of shares, net of expenses 3,600 - - - 3,600Transfer from share premium account 2,876 (2,876) - - - BalanceatDecember31,2006 10,736 - (44) 9,823 20,515

Company

BalanceatJanuary1,2005 4,260 2,876 - 3,636 10,772

Net profit for the year - - - 4,083 4,083Dividend paid (Note 20) - - - (852) (852)

BalanceatDecember31,2005 4,260 2,876 - 6,867 14,003

Net profit for the year - - - 5,109 5,109Dividend paid (Note 20) - - - (1,743) (1,743)Issue of shares, net of expenses 3,600 - - - 3,600Transfer from share premium account 2,876 (2,876) - - - BalanceatDecember31,2006 10,736 - - 10,233 20,969

See accompanying notes to financial statements.


Consolidated Cash Flow Statement YEAR ENDED 31 DECEMBER 2006

2006 2005 $’000 $’000

Cashflowsfromoperatingactivities Profit before income tax 6,697 4,743 Adjustments for: Depreciation expense 2,166 1,689 Amortisation of intangible asset 4 14 Loss on disposal of plant and equipment 85 263 Impairment allowance on trade receivables 4 73 Interest expense 1 3 Interest income (199) (82)

Operating profit before working capital changes 8,758 6,703

Trade receivables (405) 94 Other receivables and prepayments (1,078) (714) Inventories (229) 59 Trade payables 714 102 Accruals 853 706

Cash generated from operations 8,613 6,950

Interest paid (1) (3) Interest received 199 82 Income tax paid (1,159) (688)

Net cash from operating activities 7,652 6,341

Cashflowsusedininvestingactivities Proceeds on disposal of plant and equipment 44 86 Purchase of property, plant and equipment (Note A) (10,105) (1,820)

Net cash used in investing activities (10,061) (1,734)

Cashflowsusedinfinancingactivities Dividend paid (1,743) (852) Proceeds on issue of shares, net of expenses 3,600 - Finance lease payments (9) - Net cash from (used in) financing activities 1,848 (852)

Neteffectofexchangeratechangesinconsolidatingsubsidiaries 28 (44)

Net (decrease) increase in cash (533) 3,711Cash and bank balances at beginning of year 10,681 6,970

Cashandbankbalancesatendofyear 10,148 10,681

Note A:During the financial year, the group acquired property, plant and equipment with an aggregate cost of $10,132,000 (2005 : $1,820,000) of which, $27,000 (2005 : $Nil) was acquired under finance lease arrangement. Cash payments of $10,105,000 (2005 : $1,820,000) were made to purchase property, plant and equipment.

See accompanying notes to financial statements.


1 GENERAL

The company (Registration No. 199604816E) incorporated in the Republic of Singapore with its principal place of business and registered office at 10 Collyer Quay, #13-01/05 Ocean Building, Singapore 049315 (2005 : 1 Raffles Place, #49-00 OUB Centre, Singapore 048616). The company is listed on the Singapore Exchange Securities Trading Limited. The financial statements are expressed in Singapore dollars.

The principal activities of the company consist of the business of operating restaurants, kiosks and cafes, trading, sushi processing and operating as caterer and franchiser.

The principal activities of its subsidiaries are described in Note 9 to the financial statements.

The consolidated financial statements of the group and balance sheet and statement of changes in equity of the company for the financial year ended December 31, 2006 were authorised for issue by the Board of Directors on March 12, 2007.

2 SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES

a) BASIS OF ACCOUNTING - The financial statements are prepared in accordance with the historical cost convention, except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”).

The group and the company have adopted all the applicable new/revised FRS and Interpretations of Financial Reporting Standards (“INT FRS”) issued by the Council on Corporate Disclosure and Governance that are relevant to its operations and effective for annual periods beginning on January 1, 2006. The adoption of the new/revised FRS and INT FRS does not result in changes to the group’s and company’s accounting policies and has no material effect on the amounts reported for the current or prior periods.

At the date of authorisation of these financial statements, the directors have considered and anticipated that the adoption of the FRSs, INT FRSs and amendments to FRS that were in issue, but not yet effective, will have no material impact on the financial statements of the group and the company except that the application of FRS 107 – Financial Instruments: Disclosures and the consequential amendments to other FRS will not affect any of the amounts recognised in the financial statements, but will change the disclosures presently made in relation to the group and the company’s financial instruments and the objectives, policies and processes for managing capital.

b) BASIS OF CONSOLIDATION - The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its subsidiaries). Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated profit and loss statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by other members of the group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Notes to the Financial Statements31 DECEMBER 2006


Notes to the Financial Statements (cont’d)31 DECEMBER 2006 2 SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES(CONT’D)

Minority interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination (see below) and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of the group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover its share of those losses.

In the company’s financial statements, investments in subsidiaries are carried at cost less any impairment in net recoverable value that has been recognised in the profit and loss statement.

c) BUSINESS COMBINATIONS - The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under FRS 103 Business Combinations are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with FRS 105 Non-Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in the consolidated profit and loss statement.

The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

d) FINANCIAL INSTRUMENTS - Financial assets and financial liabilities are recognised on the group’s balance sheet when the group becomes a party to the contractual provisions of the instrument.

Tradereceivablesandotherreceivables

Trade receivables and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in the profit and loss statement when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

Cashandcashequivalents

Cash and bank balances comprise cash on hand and demand deposits, and are subject to an insignificant risk of changes in value.

Financialliabilitiesandequity

Financial liabilities and equity instruments issued by the group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.


Notes to the Financial Statements (cont’d)31 DECEMBER 2006

2 SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES(CONT’D)

Tradepayablesandotherpayables

Trade payables and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Effectiveinterestmethod

The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period. Income is recognised on an effective interest rate basis for debt instruments other than those financial instruments “at fair value through profit and loss statement”.

Equityinstruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

e) LEASES - Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets of the group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit and loss statement. Contingent rentals are recognised as expenses in the periods in which they are incurred.

Rentals payable under operating leases are charged to profit and loss statement on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

f) INVENTORIES - Inventories comprising beverages and food supplies, are stated at the lower of cost (first-in first-out method) and net realisable value. Cost comprises direct materials, and where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in marketing, selling and distribution.

g) PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.



Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, using the straight-line method, on the following bases:

Freehold building - 2% Restaurant equipment - 20% Renovation - 20% Furniture and fitting - 20% Computers - 20% to 100% Motor vehicles - 20% Office equipment - 20%

Depreciation is not provided on freehold land.

The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, if there is no certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the lease term and its useful life.

Fully depreciated assets still in use are retained in the financial statements.

The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amounts of the asset and is recognised in the profit and loss statement.

h) GOODWILL - Goodwill arising on the acquisition of a subsidiary represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the group’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

i) INTANGIBLE ASSET - Franchise costs are capitalised and reported at cost less accumulated amortisation and accumulated impairment losses. Franchise cost are amortised on a straight-line basis over the period of their expected benefit of 5 years.

j) IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL - At each balance sheet date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.




Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. 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.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit and loss statement.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the profit and loss statement.

k) PROVISIONS - Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, and it is probable that the group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

l) GOVERNMENT GRANTS - Government grants are not recognised until there is reasonable assurance that the group will comply with the conditions attaching to them and the grants will be received. Government grants whose primary condition is that the group should purchase, construct, or otherwise acquire non-current assets are recognised as deferred income in the balance sheet and transferred to profit and loss statement on a systematic and rational basis over the useful lives of the related assets.

Other government grants are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the group with no future related costs are recognised in profit and loss statement in the period in which they become receivable.

m) REVENUE RECOGNITION - Revenue from the rendering of food and beverage services is recognised at the point of consumption or sale. Service charges are recognised when the services are completed.

Revenue from sales of equipment and materials to franchisee is recognised when significant risks and rewards of ownership are transferred to the buyer and the amount of revenue and the costs of the transaction can be measured reliably.

Revenue from franchise fees is recognised when the right to receive payment has been established.

Royalties is recognised based on certain percentages of the revenue generated by the franchisees.



Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset’s net carrying amount.

n) RETIREMENT BENEFIT COSTS - Payments made to state-managed retirement benefit schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defined contribution plans where the group’s obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.

o) EMPLOYEE LEAVE ENTITLEMENT - Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.

p) INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the profit and loss statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the subsidiaries operate by the balance sheet date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited to profit and loss statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognised as an expense or income in profit and loss statement, except when they relate to items credited or debited directly to equity, in which case the tax is also recognised directly in equity, or where they arise from the intial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over cost.

q) FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual financial statements of each group entity are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated financial statements of the group and the balance sheet of the company are presented in Singapore dollars, which is the functional currency of the company and the presentation currency for the consolidated financial statements.




In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the group’s foreign operations (including comparatives) are expressed in Singapore dollars using exchange rates prevailing on the balance sheet date. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the group’s translation reserve. Such translation differences are recognised in profit or loss in the period in which the foreign operation is disposed of.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are taken to the foreign currency translation reserve.

3 CRITICALACCOUNTINGJUDGEMENTSANDKEYSOURCESOFESTIMATIONUNCERTAINTY

i) Criticaljudgmentsinapplyingtheentity’saccountingpolicies

In the application of the group’s accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

ii) Keysourcesofestimationuncertainty

The group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets are discussed below:

Impairmentofproperty,plantandequipment

The group assesses annually whether property, plant and equipment have any indication of impairment in accordance with the accounting policy. The recoverable amounts of property, plant and equipment have been determined based on value-in-use calculations. These calculations require the use of judgement and estimates.


Notes to the Financial Statements (cont’d)31 DECEMBER 2006 4 FINANCIALRISKSANDMANAGEMENT

The group has documented risk management policies. These policies set out the group’s overall business strategies and its risk management philosophy. The group’s overall risk management programme seeks to minimise potential adverse effects of financial performance of the group. The Board of Directors provides written principles for overall risk management and written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and investing excess cash. Such written policies are reviewed annually by the Board of Directors and periodic reviews are undertaken to ensure that the group’s policy guidelines are complied with. Risk management is carried out by the Finance Department under the policies approved by the Board of Directors.

The group’s activities expose it to a variety of financial risks, including the effects of: changes in debt and equity market prices, foreign currency exchange rates and interest rates. The group does not hold or issue derivative financial instruments for speculative purposes.

i) Foreigncurrencyrisk

Foreign exchange risk arising from the change in foreign currency exchange rate has a financial effect on the group in the current reporting period and in future years. The group has foreign exchange risk primarily due to bank balances and intercompany balances denominated in foreign currency, which are not hedged by any financial instruments. Foreign exchange risk is minimal as the group transacts mainly in Singapore dollars.

ii) Interestraterisk

Interest rate risk refers to the risk experienced by the group as a result of the fluctuation in interest rates. Interest rate risk is minimal, as the group does not have significant interest-bearing balances as at the end of the financial year.

iii) Creditrisk

Credit risk refers to the risk that debtors will default on their obligations to repay the amounts owing to the group, resulting in a loss. The group deals mainly with customers that are of good reputation and strong financial backing and with retail customers who pay with cash and credit cards. In addition, monitoring of the payment made by the customers is done regularly and reviewed by the management.

iv) Liquidityrisk

The group is exposed to minimal liquidity risk as a substantial portion of its financial assets and financial liabilities are due within one year and it can finance its operations from existing shareholders’ funds.

v) Fairvaluesoffinancialassetsandfinancialliabilities

The carrying amounts of cash and cash equivalents, trade and other current receivables and payables, provisions and other liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to financial statements.

5 RELATEDPARTYTRANSACTIONS

Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions.



5 RELATEDPARTYTRANSACTIONS(CONT’D) Some of the company’s transactions and arrangements are with related parties and the effect of these on the basis determined between the

parties are reflected in these financial statements. The balances are unsecured, interest-free and repayable on demand unless otherwise stated.

Significant transactions with related parties:

Group 2006 2005 $’000 $’000

Transactions with director-related companies Purchases of food 53 - Revenue – sales of food and beverages (13) (25) Rental expense - 18

6 CASHANDBANKBALANCES

Group Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000

Cash at bank 3,915 5,082 2,850 4,375 Fixed deposits 6,166 5,547 5,724 5,152 Cash on hand 67 52 60 51

10,148 10,681 8,634 9,578

Bank balances and cash comprised cash held by the group and short-term deposits with an original maturity of three months or less. The carrying amounts of these assets approximate their fair values.

Fixed deposits bear interest at an average rate of 0.72% to 8.37% (2005 : 0.8% to 6.13%) per annum and for a tenure of between one to three months.

7 TRADERECEIVABLES

Group Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000

Outside parties 1,319 1,056 1,288 1,048 Less: Impairment allowance (132) (270) (132) (270) 1,187 786 1,156 778


Notes to the Financial Statements (cont’d)31 DECEMBER 2006 7 TRADERECEIVABLES(CONT’D)

Group Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000

Movements in above impairment allowance:

Balance at beginning of year 270 338 270 338 Utilised (142) (141) (142) (141) Charge to profit and loss 4 73 4 73

Balance at end of year 132 270 132 270

The impairment allowance has been determined by reference to past default experience.

The average credit period on sale of goods is 30 days (2005: 30 days).

8 OTHERRECEIVABLESANDPREPAYMENTS

Group Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000

Deposits 3,535 2,538 3,030 2,364 Prepayments 382 206 183 195 Other receivables 317 406 88 61

Total 4,234 3,150 3,301 2,620

9 INVESTMENTINSUBSIDIARIES Company 2006 2005 $’000 $’000

Unquoted equity shares, at cost 354 354 Less: Impairment loss (170) (170)

Net 184 184

Due from subsidiaries (non-trade) 3,671 2,241 Less: Impairment allowance (418) (102)

Net 3,253 2,139



9 INVESTMENTINSUBSIDIARIES(CONT’D)

The amount due from the subsidiaries is unsecured, interest-free and not expected to be repayable within one year.

The amount due to subsidiaries is unsecured, interest free and repayable on demand.

Details of the group’s subsidiaries are as follows:

Effective equityinterest Placeof Costof andvoting incorporation/ Subsidiaries investments powerheld operation Principalactivities 2006 2005 2006 2005 $’000 $’000 % %

Heldbythecompany

Apex-Pal Investment Pte. Ltd. (1) 100 100 100 100 Singapore Investment holding

PT Apex-Pal International (2) 254 254 100 100 Indonesia Operation of restaurants, kiosks and cafes

354 354

Heldbysubsidiary

Apex-Pal International (Beijing) - - 100 100 People’s Republic Provision of food and beverage Ltd (3) of China consultancy and management services

Apex-Pal Malaysia Sdn Bhd (4) - - 100 100 Malaysia Operation of restaurants, kiosks and cafes

Sakae Sushi (Hong Kong) Ltd. (5) - - 100 100 Hong Kong Operation of restaurants, kiosks and cafes

Shanghai Apex-Pal Co., Ltd (6) - - 100 100 People’s Republic Operation of restaurants, kiosks of China and cafes Apex-Pal (Shanghai) Co., Ltd (6) - - 100 - People’s Republic Operation of restaurants, kiosks of China and cafes Apex-Pal F&B (Beijing) Ltd (3) - - 100 - People’s Republic Operation of restaurants, kiosks of China and cafes Apex-Pal (USA), Inc (5) - - 100 - United States Operation of restaurants, kiosks of America and cafes


Notes to the Financial Statements (cont’d)31 DECEMBER 2006 9 INVESTMENTINSUBSIDIARIES(CONT’D)

Notesonauditors

(1) Audited by Deloitte & Touche, Singapore.(2) Audited by another firm of auditors, KAP Drs. Mitra Winata & Rekan.(3) Audited by another firm of auditors, Great Wall Certified Public Accountants Co., Ltd.(4) Audited by another firm of auditors, Lai Min Pin & Co.(5) Not audited as subsidiary has not started operation.(6) Audited by another firm of auditors, Shanghai Lingfang Certified Public Accountant.

Each of the subsidiaries’ net tangible assets represent less than 20% of the group’s net tangible assets, and each of the subsidiaries’ pre-tax profits account for less than 20% of the group’s pre-tax profits.

10 PROPERTY,PLANTANDEQUIPMENT

Freehold Freehold Restaurant Furniture Motor Office land building equipment Renovation andfitting Computers vehicles equipment Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group

Cost: At January 1, 2005 - - 3,336 2,785 1,562 1,009 773 74 9,539 Exchange differences - - 11 19 - - - - 30 Additions - - 515 447 458 200 197 3 1,820 Disposals - - (160) (363) (74) (2) (219) (1) (819)

At December 31, 2005 - - 3,702 2,888 1,946 1,207 751 76 10,570 Exchange differences - - (14) (19) - (2) - - (35) Additions 3,360 2,300 931 1,208 1,503 552 266 12 10,132 Disposals - - (19) (117) (54) (197) (108) - (495)

At December 31, 2006 3,360 2,300 4,600 3,960 3,395 1,560 909 88 20,172

Accumulateddepreciation: At January 1, 2005 - - 1,778 918 721 913 342 52 4,724 Exchange differences - - 1 3 - - - - 4 Depreciation - - 534 550 260 197 140 8 1,689 Disposals - - (120) (135) (34) (3) (178) - (470)

At December 31, 2005 - - 2,193 1,336 947 1,107 304 60 5,947 Exchange differences - - (4) (4) - - - - (8) Depreciation - - 598 630 436 328 168 6 2,166 Disposals - - (12) (47) (21) (197) (89) - (366)

At December 31, 2006 - - 2,775 1,915 1,362 1,238 383 66 7,739

Carryingamount: At December 31, 2005 - - 1,509 1,552 999 100 447 16 4,623

At December 31, 2006 3,360 2,300 1,825 2,045 2,033 322 526 22 12,433

No depreciation is charged on freehold building as it is in the process of renovation as at December 31, 2006.



10 PROPERTY,PLANTANDEQUIPMENT

Freehold Freehold Restaurant Furniture Motor Office land building equipment Renovation andfitting Computers vehicles equipment Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Company

Cost: At January 1, 2005 - - 3,122 2,401 1,562 1,000 773 66 8,924 Additions - - 402 265 363 153 197 3 1,383 Disposals - - (160) (175) (73) (2) (219) - (629)

At December 31, 2005 - - 3,364 2,491 1,852 1,151 751 69 9,678 Additions 3,360 2,300 608 796 1,363 422 239 8 9,096 Disposals - - (19) (110) (50) (197) (108) - (484)

At December 31, 2006 3,360 2,300 3,953 3,177 3,165 1,376 882 77 18,290

Accumulateddepreciation: At January 1, 2005 - - 1,757 872 721 911 342 52 4,655 Depreciation - - 485 458 251 176 140 7 1,517 Disposals - - (120) (82) (33) (2) (178) - (415)

At December 31, 2005 - - 2,122 1,248 939 1,085 304 59 5,757 Depreciation - - 503 498 401 275 164 4 1,845 Disposals - - (12) (46) (21) (197) (89) - (365)

At December 31, 2006 - - 2,613 1,700 1,319 1,163 379 63 7,237

Carryingamount: At December 31, 2005 - - 1,242 1,243 913 66 447 10 3,921

At December 31, 2006 3,360 2,300 1,340 1,477 1,846 213 503 14 11,053

No depreciation is charged on freehold building as it is in the process of renovation as at December 31, 2006.

11 INTANGIBLEASSET

GroupandCompany 2006 2005 $’000 $’000

Franchisecosts: At beginning and end of year 70 70

Accumulatedamortisation: At beginning of year 66 52 Amortisation for the year 4 14

At end of year 70 66

Carryingamount: At end of year - 4


Notes to the Financial Statements (cont’d)31 DECEMBER 2006 11 INTANGIBLEASSET

The amortisation expense of $4,000 (2005: $14,000) has been included in the line item “administration expenses” in the profit and loss statement.

12 FINANCELEASES

Group Presentvalue Minimum ofminimum leasepayments leasepayments 2006 2005 2006 2005 $’000 $’000 $’000 $’000

Amounts payable under finance leases: Within one year 9 - 8 - In the second to fifth year inclusive 10 - 10 - 19 - 18 - Less : future finance charges (1) - NA NA

Present value of lease obligations 18 - 18 - Less : Amount due for settlement within 12 months (shown under current liabilities) (8) - Amount due for settlement after 12 months 10 -

It is the group’s policy to lease motor vehicles under finance leases. The average lease term is 3 years. For the year ended December 31, 2006, the average effective borrowing rate was 5.74% (2005: Nil%). Interest rates are fixed at the contract date, and thus expose the group to fair value interest rate risk. All leases are on fixed repayment basis and no arrangements have been entered into for contingent rental payments. The carrying amount of the motor vehicles is $23,000 (2005 : $Nil).

The fair value of the group’s lease obligations approximates their carrying amount.

13 DEFERREDTAXATION

Group Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000

At beginning of year 289 301 280 301 Charge (Credit) to profit and loss (Note 18) 122 (12) 120 (21)

At end of year 411 289 400 280

The balance comprises mainly the tax effect of the excess of tax depreciation over book depreciation of plant and equipment.



14 ISSUEDCAPITAL

GroupandCompany 2006 2005 2006 2005 ’000 ’000 $’000 $’000

Numberof ordinaryshares

Issuedandpaidup: At beginning of the year 106,500 106,500 4,260 4,260 Bonus issue 21,300 - - - Issued for cash 14,200 - 3,620 - Transfer from share premium account - - 2,876 - 142,000 106,500 10,736 4,260

During the current financial year, the company:

a) made a bonus share issue of 21,300,000 new ordinary shares each in the capital of the company on the basis of 1 bonus share to be credited as fully paid for every 5 existing shares as at a book closure date was issued; and

b) issued 14,200,000 new ordinary shares in the capital of the company to Novena Holdings Limited at an issue price of $0.256 for each new share.

The company has one class of ordinary shares which carry no right to fixed income.

As a result of the Companies (Amendment) Act 2005 which came into effect on January 30, 2006, the concept of authorised share capital and par value has been abolished. Any amount standing to the credit of the share premium account has been transferred to the company’s share capital account on the effective date.

15 REVENUE

Group 2006 2005 $’000 $’000

Food and beverage sales 61,171 47,622 Service charge 5,250 4,103 Franchise fees 20 70 Sales of equipment to franchisees 66 61 Sales of materials to franchisees 26 43 Royalties 112 6

Total 66,645 51,905


Notes to the Financial Statements (cont’d)31 DECEMBER 2006 16 OTHEROPERATINGINCOME

Group 2006 2005 $’000 $’000

Interest income 199 82 Government grants 65 3 Gain on sale of plant and equipment 8 - Foreign exchange gain 4 - Others 87 81

Total 363 166

17 PROFITBEFOREINCOMETAX

(a) This has been arrived after charging:

Group 2006 2005 $’000 $’000

Employee benefits expense (including directors’ remuneration) 21,617 16,207 Cost of inventories 17,955 14,589 Rental expenses 9,258 7,644 Depreciation 2,166 1,689 Cost of defined contribution retirement plans 1,223 1,029 Directors’ remuneration 1,160 955 Remuneration paid to immediate family members of the Chief Executive Officer 482 451 Net loss on disposal of plant and machinery 85 263 Directors’ fees 65 65 Audit fees: Paid to auditors of the company 42 43 Paid to other auditors 8 5 Net foreign currency exchange adjustment loss 15 14 Non-audit fees: Paid to auditors of the company - - Paid to other auditors 11 13 Impairment allowance on trade receivables 4 73 Amortisation of intangible asset 4 14



17 PROFITBEFOREINCOMETAX(CONT’D) (b) Compensation of directors and key management personnel

The remuneration of directors and other members of key management during the year was as follows:

Group 2006 2005 $’000 $’000

Short-term benefits 2,040 1,687 Post-employment benefits 73 124

Total 2,113 1,811

The remuneration of directors and key management is determined by the remuneration committee having regard to the performance of individuals and market trends.

18 INCOMETAXEXPENSE

Group 2006 2005 $’000 $’000

Current 1,456 1,071 Underprovision in prior year 38 - Deferred (Note 13) 122 (12)

Total 1,616 1,059

Domestic income tax expense is calculated at 20% (2005 : 20%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

Group 2006 2005 $’000 $’000

Profit before income tax 6,697 4,743

Tax at the domestic income tax rate of 20% 1,339 949 Tax effect of expense that are not deductible in determining taxable profit 94 69 Effect of different tax rates of subsidiaries operating in other jurisdictions 19 - Underprovision in prior year 38 - Others 126 41

1,616 1,059

Effective tax rate 24.1% 22.3%


Notes to the Financial Statements (cont’d)31 DECEMBER 2006 19 BASICEARNINGSPERSHARE

Group 2006 2005

Profit after income tax ($’000) 5,081 3,684

Weighted average number of ordinary shares for the purposes of basic earnings per share (’000) 135,853 127,800#

Basic earnings per share (cents) 3.74 2.88

There is no dilution of earnings per share as no share options were granted.

# The earnings per share for the financial year ended December 31, 2005 was adjusted retrospectively and computed based on the share capital of 127,800,000 ordinary shares after taking into account the bonus share issue in 2006.

20 DIVIDENDS

a) In 2005, a dividend of $0.01 per ordinary share less tax of 20% amounting to $852,000 was paid to shareholders in respect of the financial year ended December 31, 2004.

b) In 2006, a dividend of $0.01 per ordinary share less tax of 20% amounting to $1,022,000, a special dividend of $0.0018 per ordinary share less tax of 20% amounting to $184,000 and a special dividend of $0.0042 per ordinary share tax exempt (1 tier) amounting to $537,000 was paid to shareholders in respect of the financial year ended December 31, 2005.

c) On February 16, 2007, the directors of the company proposed that the following dividends on 142,000,000 ordinary shares to be paid to the shareholders in respect of the financial year as at December 31, 2006. These dividends are subject to the approval by the shareholders at the Annual General Meeting and, accordingly have not been included as a liability in these financial statements.

Group and Company 2006 $’000

Proposed dividend - $0.010 per share tax exempt (1-tier) 1,420 Special dividend - $0.035 per share tax exempt (1-tier) 4,970 6,390



21 OPERATINGLEASEARRANGEMENTS

Group 2006 2005 $’000 $’000

Minimum lease payments under operating leases recognised as an expense in the year 9,258 7,644

At the balance sheet dates, the group and company has outstanding commitments under non-cancellable operating leases, which fall due as follows:

Group Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000

Within one year 8,854 6,904 7,531 6,410 In the second and fifth years inclusive 10,396 8,431 8,016 7,544 Total 19,250 15,335 15,547 13,954

Operating lease payments represent rentals payable by the group and company for certain of its office and shop premises. Leases are negotiated for an average term of three years.

22 CAPITALCOMMITMENTS

GroupandCompany 2006 2005 $’000 $’000

Capital injection into a subsidiary - 200 Property, plant and equipment - authorised but not contracted for 1,000 -

23 SUBSEQUENTEVENT

On January 9, 2007, the company made an announcement that it intended to make a voluntary conditional offer (the “Offer”) for all the issued ordinary shares (the “TV Shares” or “Offer Shares”) in the share capital of Thai Village Holdings Ltd (“TV”), subject to certain pre-conditions being fulfilled or waived. Relevant details of the Offer are as follows:

(a) The Offer will be made to certain major shareholders of TV (the “TV Major Shareholders”) holding 78,551,676 TV Shares of 37.8% share capital of TV on the basis of 0.6 new ordinary share in the share capital of the company (the “Consideration Shares” or “Share Consideration”) for each Offer Share. At the date of the announcement, TV Major Shareholders has given an irrevocable undertaking to the company to accept the Offer, if made, in respect of their entire shareholdings in TV.

(b) For shareholders of TV not being a TV Major Shareholder, the Offer will be made on the following basis:

(i) for each Offer Share, at 0.2 new ordinary share in the share capital of the company and $0.134 payable in cash (the “Share-Cash” Consideration”); or

(ii) for each Offer Share, at $0.201 payable in cash (the “Cash Consideration”).


Notes to the Financial Statements (cont’d)31 DECEMBER 2006 23 SUBSEQUENTEVENT(CONT’D)

(c) The Consideration Shares, the Share-Cash Consideration and the Cash Consideration value each Offer Share at $0.201. This represented a premium of approximately 97.86% above the audited net tangible asset value per TV Share as at September 2006.

(d) Pursuant to the Offer, the company will issue up to 74,384,810 new shares in the share capital of the company, representing approximately 34.07% of the enlarged share capital of 215,483,810 shares of the company, assuming full acceptance of the Offer and full election of the Share Consideration.

24 BUSINESSANDGEOGRAPICALSEGMENTS

Businesssegments

For management purposes, the group is currently organised into two operating divisions – Food and Beverages Business (“F&B Business”) and Food and Beverages Franchising (“F&B Franchising”). These divisions are the basis on which the group reports its primary segment information.

Principal activities are as follows:

(a) F&B Business - The group operates restaurants, kiosks and cafes. The group also operates clubhouses and food processing facility, and acts as a trader and caterer of foodstuff.

(b) F&B Franchising - The group acts as a franchiser for the brands ‘Sakae Sushi’ and ‘Crepes & Cream’. The group also sells equipments and materials to the franchisees.

Segment revenue and expense : Segment revenue and expense are the operating revenue and expense reported in the group’s profit and loss statement that are directly attributable to a segment and the relevant portion of such revenue and expense that can be allocated on a reasonable basis to a segment.

Segment assets and liabilities : Segments assets include all operating assets used by a segment and consist principally of operating receivables, inventories and property, plant and equipment, net of allowances and provisions. Capital additions include the total cost incurred to acquire property, plant and equipment, and intangible assets directly attributable to the segment. Segment liabilities include all operating liabilities and consist principally of accounts payables and accruals. Unallocated items mainly comprise corporate assets and liabilities.

F&BBusiness F&BFranchising Total $’000 $’000 $’000

2006 Revenue 66,421 224 66,645

Results Segment results 6,359 140 6,499 Interest expense (1) Interest income 199

Profit before income tax 6,697 Income tax expense (1,616)

Net profit for the year 5,081



24 BUSINESSANDGEOGRAPICALSEGMENTS(CONT’D)


2006 Otherinformation

Capital additions 10,132 - 10,132 Depreciation 2,166 - 2,166 Impairment allowance on trade receivables 4 - 4 Amortisation of intangible asset - 4 4

2005 Revenue 51,725 180 51,905

Results Segment results 4,593 71 4,664 Interest expense (3) Interest income 82

Profit before income tax 4,743 Income tax expense (1,059)

Net profit for the year 3,684

Otherinformation

Capital additions 1,820 - 1,820 Depreciation 1,689 - 1,689 Impairment allowance on trade receivables 73 - 73 Amortisation of intangible asset - 14 14

StatementofNetAssets 2006

Assets Segment assets 22,148 487 22,635 Unallocated corporate assets 6,165

Consolidated total assets 28,800

Liabilities Segment liabilities 6,455 15 6,470 Unallocated corporate liabilities 1,815

Consolidated total liabilities 8,285


Notes to the Financial Statements (cont’d)31 DECEMBER 2006 24 BUSINESSANDGEOGRAPICALSEGMENTS(CONT’D)


2005

Assets Segment assets 13,965 301 14,266 Unallocated corporate assets 5,547

Consolidated total assets 19,813

Liabilities Segment liabilities 4,830 49 4,879 Unallocated corporate liabilities 1,358

Consolidated total liabilities 6,237

Geographicalsegments

In line with the group’s business strategy, the group’s operations are located in Singapore, People’s Republic of China (“PRC”), Indonesia and Malaysia. The segmental information for geographical regions is based on the locations of customers.

Capital Revenue Assets additions $’000 $’000 $’000

2006

Singapore 62,376 25,081 9,097 PRC 1,474 1,543 643 Indonesia - 98 - Malaysia 2,795 2,078 392

Total 66,645 28,800 10,132

2005

Singapore 50,746 17,684 1,383 PRC 546 941 88 Indonesia - 90 - Malaysia 613 1,098 349

Total 51,905 19,813 1,820


Statement of DirectorsIn the opinion of the directors, the consolidated financial statements of the group and the balance sheet and statement of changes in equity of the company set out on pages 31 to 56 are drawn up so as to give a true and fair view of the state of affairs of the group and of the company as at December 31, 2006 and of the results, changes in equity and cash flows of the group and changes in equity of the company for the financial year then ended and 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.

ON BEHALF OF THE DIRECTORS

Douglas Foo Peow Yong

Foo Lilian

March 12, 2007


Statistics of ShareholdingsAS AT 8 MARCH 2007 DISTRIBUTIONOFSHAREHOLDINGS

NO.OFSIZEOFSHAREHOLDINGS SHAREHOLDERS % NO.OFSHARES %

1 - 999 13 3.35 4,756 0.001,000 - 10,000 177 45.62 824,204 0.5810,001 - 1,000,000 189 48.71 13,421,600 9.451,000,001 AND ABOVE 9 2.32 127,749,440 89.97

TOTAL 388 100.00 142,000,000 100.00

TWENTYLARGESTSHAREHOLDERS

NO. NAME NO.OFSHARES %

1 FOO PEOW YONG DOUGLAS 91,484,640 64.43 2 HONG LEONG FINANCE NOMINEES PTE LTD 14,350,000 10.11 3 HSBC (SINGAPORE) NOMINEES PTE LTD 5,911,200 4.16 4 FRASER SECURITIES PTE LTD 5,560,000 3.92 5 UNITED OVERSEAS BANK NOMINEES PTE LTD 3,331,600 2.35 6 KIM ENG SECURITIES PTE. LTD. 2,745,000 1.93 7 NOVENA HOLDINGS LIMITED 1,717,000 1.21 8 LIM & TAN SECURITIES PTE LTD 1,625,000 1.14 9 YING SIEW KHAY 1,025,000 0.72 10 STEFANSSON PAUL HAROLD 779,600 0.55 11 ONG SIEW KWEE 717,400 0.51 12 CIMB-GK SECURITIES PTE. LTD. 643,400 0.45 13 LIEW BOON HUI 500,000 0.35 14 PHILLIP SECURITIES PTE LTD 447,200 0.31 15 LEE SEOW LUANG 400,000 0.28 16 ONG PANG LIANG 400,000 0.28 17 THAMMA PINSUKHANCHANA 336,000 0.24 18 ALEXANDER THOMAS ZBORAY 324,000 0.23 19 TENG KIM LUANG 323,000 0.23 20 CHIA THIAN HEE HILARY 320,000 0.23 TOTAL 132,940,040 93.63


Shareholders’ Information AS AT 8 MARCH 2007

Issued and Paid-up Capital : S$10,736,283.00Number of shares : 142,000,000Class of shares : Ordinary shares Voting rights : One vote per share

SUBSTANTIALSHAREHOLDERS

Substantial shareholders of the Company (as recorded in the Register of Substantial Shareholders) as at 8 March 2006

No.ofOrdinarysharesName DirectInterest % DeemedInterest %

Douglas Foo Peow Yong 91,484,640 64.42 - -Novena Holdings Limited * 1,717,000 1.21 16,780,000 11.82Lee Kek Choo ** - - 18,497,000 13.03Toh Soon Huat *** - - 18,497,000 13.03

Notes:

* Novena Holdings Limited holds 16,780,000 shares through Nominee Companies.

** Ms Lee Kek Choo is deemed interested by virtue of the fact that she is the spouse of Mr Toh Soon Huat, a director of Novena Holdings Limited and she is also a substantial shareholder of Novena Holdings Limited.

*** Mr Toh Soon Huat is deemed interested by virtue of the fact that he is a director and a substantial shareholder of Novena Holdings Limited.

FREEFLOAT

As at 8 March 2006, approximately 22.03% of the issued share capital of the Company was held in the hands of the public (on the basis of information available to the Company).

Accordingly, the Company has complied with Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited.


Notice of Annual General MeetingNOTICE IS HEREBY GIVEN that the Annual General Meeting of Apex-Pal International Ltd. (the “Company”) will be held at 61 Robinson Road, #17-03, Robinson Centre, Singapore 068893, on Monday, 16 April 2007 at 2.00 p.m. for the following purposes:

OrdinaryBusiness

1. To receive and adopt the Directors’ Report and Audited Accounts of the Company for the financial year ended 31 December 2006 together with the Auditors’ Report thereon.

2. To declare dividends for the financial year ended 31 December 2006 as follows:

(i) first and final tax exempt (1-tier) dividend of 1 cent per share; and(ii) special tax-exempt (1-tier) dividend of 3.5 cents per share

3 To re-elect the following Directors retiring pursuant to Articles 91 of the Company’s Articles of Association:

Mr Douglas Foo Peow YongMs Foo Lilian

4. To approve the payment of Directors’ fees of S$65,000 (2005: S$65,000) for the financial year ended 31 December 2006.

5. To re-appoint Messrs Deloitte & Touche as the Company’s Auditors and to authorise the Directors to fix their remuneration.

6. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

SpecialBusiness

To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

7. Authority to allot and issue shares up to fifty per cent. (50%) of issued capital

“That, pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited (the “Listing Manual”), authority be and is hereby given to the Directors to:-

(a) allot and issue shares in the Company; and

(b) issue convertible securities and any shares in the Company pursuant to convertible securities

(whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions and for such purposes and to such persons as the Directors shall in their absolute discretion deem fit, provided that the aggregate number of shares (including any shares to be issued pursuant to the convertible securities) in the Company to be issued pursuant to such authority shall not exceed fifty per cent. (50%) of the issued share capital of the Company for the time being and that the aggregate number of shares in the Company to be issued other than on a pro-rata basis to the then existing shareholders of the Company will not exceed twenty per cent. (20%) of the issued share capital of the Company for the time being. Unless revoked or varied by the Company in general meeting, such authority shall continue in full force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting is required by law to be held, whichever is earlier, except that the Directors shall be authorised to allot and issue new shares pursuant to the convertible securities notwithstanding that such authority has ceased.

(Resolution 1)

(Resolution 2)

(Resolution 3)(Resolution 4)

(Resolution 5)

(Resolution 6)


Notice of Annual General Meeting (cont’d)

ExplanatoryNotes:

(i) The Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, to allot and issue shares and convertible securities in the Company. The aggregate number of shares (including any shares issued pursuant to the convertible securities) which the Directors may allot and issue under this Resolution will not exceed fifty per cent. (50%) of the issued share capital (as defined in Resolution 7) of the Company. For issues of shares other than on a pro rata basis to all shareholders, the aggregate number of shares to be issued will not exceed twenty per cent. (20%) of the issued share capital (as defined in Resolution 7) of the Company. This authority will, unless previously revoked or varied at a general meeting, expire at 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. However, notwithstanding the cessation of this authority, the Directors are empowered to issue shares pursuant to any convertible securities issued under this authority.

(ii) The Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors of the Company, to grant options and to allot and issue shares upon the exercise of such options in accordance with the Apex-Pal Employee Share Option Scheme.

For the purposes of this Resolution and Rule 806(3) of the Listing Manual, the percentage of issued share capital is based on the issued share capital of the Company at the time this Resolution is passed after adjusting for:-

(i) new shares arising from the conversion or exercise of convertible securities;

(ii) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing of this Resolution, provided the options or awards were granted in compliance with the rules of the Listing Manual; and

(iii) any subsequent consolidation or subdivision of shares.” [See Explanatory Note (i)]

8. Authority to grant options and issue shares under the Apex-Pal Employee Share Option Scheme

“That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company be and are hereby authorised to offer and grant options in accordance with the Apex-Pal Employee Share Option Scheme (the “Scheme”) and to issue such shares as may be required to be issued pursuant to the exercise of the options granted under the Scheme provided always that the aggregate number of shares to be issued pursuant to the Scheme shall not exceed fifteen per cent. (15%) of the issued share capital of the Company from time to time.” [See Explanatory Note (ii)]

By Order of the Board

Phyllis Phua Lee BoonCompany Secretary

Singapore, 29 March 2007

(Resolution 7)

(Resolution 8)


Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.

3. 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 common seal or under the hand of its attorney or a duly authorised officer.

4. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 10 Collyer Quay, #13-01/05 Ocean Building, Singapore 049315, not less than 48 hours before the time set for the Annual General Meeting.

Notice of Annual General Meeting (cont’d)

Proxy Form

APEX-PAL INTERNATIONAL LTD.Company Registration Number 199604816E(Incorporated in the Republic of Singapore)

I/We ___________________________________________________________________________________________ (Name)

of ___________________________________________________________________________________________ (Address)

being a member/members of Apex-Pal International Ltd. (the “Company”) hereby appoint:

Name Address NRIC/PassportNumberProportionof

Shareholdings(%)

and/or (delete as appropriate)

Name Address NRIC/PassportNumberProportionof

Shareholdings(%)

or failing him/her, the Chairman of the Annual General Meeting of the Company (the “Meeting”) as my/our proxy/proxies to vote for me/us on my/our behalf, at the Meeting to be held at 61 Robinson Road, #17-03, Robinson Centre, Singapore 068893, on Monday, 16 April 2007, at 2.00 p.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions to be 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/their discretion, as he/they will on any matter arising at the Meeting.

No. ResolutionsRelatingto: For Against

1. Directors’ Report and Accounts for the financial year ended 31 December 2006

2. Payment of proposed dividends

3. Re-election of Mr Douglas Foo Peow Yong

4. Re-election of Ms Foo Lilian

5. Approval for payment of Directors’ fees

6. Re-appointment of Messrs Deloitte & Touche as Auditors

7. Authority to issue and allot shares pursuant to Section 161 of the Companies Act, Cap. 50

8. Authority to grant options and issue shares under the Apex-Pal Employee Share Option Scheme

Dated this ____________ day of ____________ 2007.

Total No. of Shares No. of Shares

In CDP Register

In Register of Members

_________________________________Signature(s) of Member(s)or, Common Seal of Corporate Member

IMPORTANT:PLEASEREADNOTESOVERLEAF

NOTES

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead.

2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.

3. A proxy need not be a member of the Company.

4. A member should insert the total number of shares held. If the member has shares entered against his name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he should insert that number of shares. If the member has shares registered in his name in the Register of Members of the Company, he should insert that number of shares. If the member has shares entered against his name in the Depository Register and registered in his name in the Register of Members, he should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate to all shares held by the member.

5. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 10 Collyer Quay, #13-01/05 Ocean Building, Singapore 049315, not less than 48 hours before the time set for the Meeting.

6. 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 common seal or under the hand of its attorney or a duly authorised officer.

7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

GENERAL:

The Company shall be entitled to reject a proxy form which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the proxy form. In addition, in the case of shares entered in the Depository Register, the Company may reject a proxy form if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

OTHERBRANDS

UMA UMA MENCapitol Building11 Stamford Road #01-01Tel: 6334 9237

SHO-UThe Central6 Eu Tong Seng Street#03-85/102/108/109Tel: 6534 8066

SAKAE TEPPANYAKICentury SquareShopping Centre2 Tampines Central 5#B1-29/30 Tel: 6784 8089

CREPES & CREAMManilaSM Mall of Asia Bay Blvd,Pasay City CT102 Main Mall, Metro Manila, PhilippinesTel: 632-556-0350

ManilaSM Mall of Asia Entertainment Mall (Kiosk 171), Pasay City, Metro Manila, PhilippinesTel: 632-556-0350

ManilaG/F The PodiumADB Avenue, Ortigas CenterTel: 632-633-7350

Manila26th Street Crescent West Park Global City, Fort Bonifacio Center Makati City Tel: 632-896-3951

ManilaR1-K005 Powerplant Rockwell Center Makati City Tel: 632-896-3951

NOUVELLEKA Foodlink Building171, Kampong Ampat#04-08 Tel: 6287 8768www.nouvellevents.com

Central

CityLink Mall #B1-631 Raffles LinkTel: 6238 8396

CPF Building#01-0580 Robinson RdTel: 6227 0323

Funan Digitalife Mall#04-32No. 109 North Bridge RoadTel: 6334 9165

Marina Square Shopping Mall#02-207No. 6 Raffles BoulevardTel: 6336 8201

OUB Centre#B1-07/081 Raffles PlaceTel: 6438 6281

Park Mall#01-15/15ANo. 9 Penang RoadTel: 6336 7006

Suntec City#01-185/1873 Temasek Boulevard Tel: 6334 9276

The Atrium @ Orchard#01-1560B Orchard RdTel: 6238 8820

The Heeren Shops#05-01260 Orchard RoadTel: 6235 9083

Wheelock Place#02-13501 Orchard Road Tel: 6737 6281

North

Causeway Point#07-02No. 1 Woodlands SquareTel: 6892 9968

Compass Point#04-06No. 1 Sengkang SquareTel: 6388 1442

Heartland Mall#01-133Blk 205 Hougang St 21Tel: 6383 6127

Hougang Point#01-15/16/17No. 1 Hougang Street 91Tel: 6312 1532

Junction 8 Shopping Centre#B1-19/209 Bishan PlaceTel: 6259 0672

Northpoint Shopping Centre#B2-04930 Yishun Ave 2Tel: 6755 3218

Rivervale Mall# 02-10No. 11 Rivervalve Cresent Tel: 6384 3398

Square 2#02-85/86/8910 Sinaran Drive Tel: 6391 6107

Toa Payoh Entertainment Centre#02-01450 Toa Payoh Lor 6Tel: 6354 9083

South

Harbourfront Centre#02-85/85A1 Maritime SquareTel: 6276 8804

Sentosa #01-03No. 50 Siloso Beach Walk Tel: 6276 5516

East

Bugis Junction#02-54230 Victoria StreetTel: 6334 9015

Downtown East#01-01/021 Pasir Ris CloseTel: 6582 8467

Century Square Shopping Centre#B1-02/032 Tampines Central 5Tel: 6787 3887

Changi Airport North T2 Viewing Mall#036-085Singapore Changi AirportTel: 6546 5383

Changi Airport T1 Nexus Lounge (Kiosk) Changi AirportTel: 6542 8433

Eastpoint Mall#04-113 Simei St 6Tel: 6781 6281

Parkway Parade#B1-84C80 Marine Parade RoadTel: 6348 6218

West

Lot 1 Shoppers’ Mall#03-10No. 21 Choa Chu Kang Ave 4Tel: 6764 3678

The Frontier Community Club#01-0560 Jurong West Central 3Tel: 6792 2806

Tiong Bahru Plaza#02-K1/K6302 Tiong BahruTel: 6377 5249

West Mall#03-021 Bukit Batok Central Link Tel: 6790 7012

Sakae@CampusDunman High School Canteen 53 Mt Sinai Road

SAKAESUSHIOVERSEASOUTLETS

CHINA

BeijingB1 117&118, Twins Mall No.B12, Jianwai Street, Chaoyang District, Beijing, China Tel: Tel: Tel: 86-10-5109 6009

BeijingF1, Prime Tower,No.21 Chaowai Street, Chaoyang District, Beijing P.R.CTel: 86-10-6588-5111

BeijingF2,Hualian Department Store,Anzhen Xili, Chaoyang District, Beijing P.R.CTel: 86-10-6443 6880 Ext 5246

BeijingUnit 2-27&28 Capitalretail Shopping Mall, No.33 North Guangshun Str, Chaoyang District, Beijing City PRCTel: 86-10-8472 9810

ShanghaiNo. 1486 Nanjing West RoadTel: 86-21-62473884

ShanghaiNo. 49 Zendai, Thumb Plaza Lane. 199 FangDian Road Tel: 86-21-68568127

Shanghaic/o Parkson Shopping Centre, 7th floor, No. 918 Huaihai Zhong RoadTel: 86-21-6415 9726

INDONESIA

JakartaMal Kelapa Gading Ext 3 #03 Unit R JI Boulevard Raya Blok M Jakarta UtaraTel: 021-45853665

JakartaPondok Indah Mall, 2nd Floor Unit 214, JI Metro Pondok Indah, Jakarta 12310 Tel: 021-75900673

MALAYSIA

Kuala Lumpur G45, Ground Floor, The Curve Shopping Mall, No. 6, Jalan PJU 7/3, Mutiara Damansara, 47800 PJ, Selangor Darul Ehsan, MalaysiaTel: 603-77251172

Kuala LumpurG27A Ground Floor, Subang Parade No.5 Jln SS16/1 47600 Subang Jaya Selangor, MalaysiaTel: 603-5631-2949

Kuala Lumpur2F-27/28, 2nd FloorBangsur Village II2, Jalan Telawi IBangsar Baru59100 Kuala LumpurTel: 603-22871535

Penang2F-49 Queensbay Mall, 100, Persianran Bayan Indah, 11900 Bayan Lepas, Pulau PinangTel: 604-6430015

PHILIPPINES

Manila26th Street Crescent West ParkGlobal City, Fort Bonifacio, TaguigTel: 632-843-4891

ManilaUnit 2145-2146 Main Mall, SM Mall of Asia, CM Central Business Park, Bay City, Pasay City, Metro ManilaTel: 632-556-0150

THAILAND

ChiangmaiUnit No. G.02/2, Kad Suan Kaew Shopping Centre, Huay Kaew Road Tumbol Suthep, Amphur Muang Chiangmai 50200Tel: 66-5389-4497

www.sakaesush i . com.sg

10 Collyer Quay,#13-01/05 Ocean BuildingSingapore 049315Tel: (65) 6438 6629Fax: (65) 6438 6639www.apexpal.com

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